EXHIBIT 10.52

 

                             LEASE AGREEMENT
                                  (NNN)
                           Basic Lease Information


Lease Date:     March 26, 1999

Landlord:       LINCOLN-RECP CM-ES OPCO, LLC, a Delaware limited 
liability company

Landlord's Address:     c/o Legacy Partners Commercial, Inc.
        30 Executive Park, Suite 100
        Irvine, California 92614

Tenant: Exodus Communications, Inc., a Delaware corporation

Tenant's Address:       2831 Mission College Boulevard, Santa Clara, CA 
95054-1838
        Attention:  General Counsel

Building:       A one-story concrete tilt-up structure consisting 
of approximately 90,818 rentable square feet as 
shown on Exhibit A-1

Premises:       The Building together with vehicular parking 
spaces, pedestrian walkways and landscaping within 
the area outlined and depicted on Exhibit A-1 
hereto.

Park:   The Lot, the two buildings containing approximately 198,100 
rentable square feet and a parking structure as 
shown on Exhibit A

Premises Address:       198 North Nash Street, El Segundo, California 
90245

Delivery Date:  The date both parties execute and actually deliver 
this Lease

Term:   July 1, 1999 ("Commencement Date"), through June 30, 2009 
("Expiration Date")

Base Rent (3):  Sixty-one Thousand Seven Hundred Fifty-six and 
24/100 Dollars ($61,756.24) per month

Adjustments to Base Rent:       In accordance with the provisions of 
Section 41 hereof.

Security Deposit (4):   Seventy-one Thousand Six Hundred Fifty-five and 
40/100 Dollars ($71,655.40)

*Tenant's Share of Operating Expenses (6.1):    45.8% of the Park and 100% of 
the Premises
*Tenant's Share of Tax Expenses (6.2):          45.8% of the Park
*The amount of Tenant's Share of the expenses as referenced above shall 
be subject to modification as set forth in this Lease.

Permitted Uses (9):     Office and data center, general warehousing, light 
industrial and other related uses, but only to the 
extent permitted by the City of El Segundo and all 
agencies and governmental authorities having 
jurisdiction thereof
Unreserved
Parking Spaces: Two Hundred Thirty-five (235) exclusive spaces 
within the Premises as depicted on Exhibit A-1 
hereto.

Brokers (38):   McKinney Travers for Tenant
        Klabin Company for Landlord

Exhibits:       Exhibit A -     Lot and Park
        Exhibit A-1 -   Building, Premises and Parking
        Exhibit B -     Tenant Improvements
        Exhibit C -     Rules and Regulations
        Exhibit D -     Hazardous Materials Disclosure Certificate - 
Example
        Exhibit E -     Tenant's Initial Hazardous Materials Disclosure 
Certificate
        Exhibit F -     Memorandum of Lease and Option to Purchase
        Exhibit G -     Subordination, Non-Disturbance and Attornment 
Agreement
        Exhibit H -     Tenant's Confidential Nondisclosure Agreement
        Exhibit I-      Tenant's Property

        TABLE OF CONTENTS


SECTION PAGE
1.      PREMISES        4
2.      COMMENCEMENT DATE; CONDITION OF PREMISES        4
3.      RENT    5
4.      SECURITY DEPOSIT        5
5.      TENANT IMPROVEMENTS     6
6.      ADDITIONAL RENT 6
7.      UTILITIES       9
8.      LATE CHARGES    9
9.      USE OF PREMISES 9
10.     ALTERATIONS AND ADDITIONS; AND SURRENDER OF PREMISES    10
11.     REPAIRS AND MAINTENANCE 11
12.     INSURANCE       12
13.     WAIVER OF SUBROGATION   14
14.     LIMITATION OF LIABILITY AND INDEMNITY   14
15.     ASSIGNMENT AND SUBLEASING       15
16.     AD VALOREM TAXES        17
17.     SUBORDINATION   17
18.     RIGHT OF ENTRY  18
19.     ESTOPPEL CERTIFICATE    19
20.     TENANT'S DEFAULT        19
21.     REMEDIES FOR TENANT'S DEFAULT   20
22.     HOLDING OVER    21
23.     LANDLORD'S DEFAULT      21
24.     PARKING 22
25.     SALE OF PREMISES        22
26.     WAIVER  22
27.     CASUALTY DAMAGE 22
28.     CONDEMNATION    24
29.     ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS       24
30.     FINANCIAL STATEMENTS    27
31.     GENERAL PROVISIONS      27
32.     SIGNS   28
33.     MORTGAGEE PROTECTION    29
34.     QUITCLAIM       29
35.     MODIFICATIONS FOR LENDER        29
36.     WARRANTIES OF TENANT    29
37.     COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT 30
38.     BROKERAGE COMMISSION    30
39.     QUIET ENJOYMENT 31
40.     LANDLORD'S ABILITY TO PERFORM TENANT'S UNPERFORMED OBLIGATIONS  31
41.     ADJUSTMENTS TO BASE RENT        31
42.     OPTIONS TO EXTEND THE LEASE TERM        32
43.     OPTION TO EXPAND        34
44.     OPTION TO PURCHASE      36
45.     LETTER OF CREDIT        38
46.     TENANT'S ABILITY TO PERFORM LANDLORD'S UNPERFORMED OBLIGATIONS  39
47.     SATELLITE DISH  40


LEASE AGREEMENT



DATE:   This Lease is made and entered into as of the Lease Date set forth 
on Page 1.  The Basic Lease Information set forth on Page 1 and 
this Lease are and shall be construed as a single instrument.


1. PREMISES

Landlord hereby leases the Premises to Tenant upon the terms and 
conditions contained herein.  The Premises consist of the entirety of the 
Building together with vehicular parking spaces, pedestrian walkways and 
landscaping within the area outlined and depicted on Exhibit A-1 hereto. 
 Tenant may not use any other portion of the Park other than the 
Premises.  The location, fencing and configuration of the area 
surrounding the Building shall be subject to the approval of the 
governmental agencies having jurisdiction thereof, and Tenant 
acknowledges and agrees that the location and configuration of the area 
surrounding the Building may be changed in accordance with the 
governmental agencies' requirements.  At Tenant's sole cost and expense, 
Tenant hereby covenants to construct and install around the perimeter of 
the area surrounding the Building a fence reasonably acceptable to 
Landlord and all governmental entities having jurisdiction thereof.  
Tenant's and Tenant's Representatives' (hereafter defined) use and 
occupancy of the fenced area surrounding the Building shall be exclusive 
only as to (i) the other tenants of the Park and (ii) the public in 
general but not including Landlord and its authorized representatives, 
employees, invitees, contractors and similarly affiliated parties for the 
purposes of fulfilling Landlord's obligations hereunder as well as for 
purposes of Landlord's exercise of its rights and remedies hereunder.  
Tenant shall use, maintain and repair the fenced area surrounding the 
Building subject to, and in accordance with, the terms and provisions of 
this Lease, including but not limited to, the provisions of Section 11 
hereinbelow.  In addition to the foregoing, Tenant shall be solely 
responsible and liable for any and all security measures related to the 
fenced area surrounding the Building and the Premises and, subject to the 
provisions of Section 14 hereof, Landlord shall not in any manner or 
circumstance be liable nor responsible for any goods, personal property 
or similar items stored, kept and/or situated in, on or about the 
Premises at any time during the Term of this Lease.  Nothing contained 
herein shall limit, impair or otherwise diminish Landlord's and its 
authorized representatives' rights and ability to enter the area 
surrounding the Building for purposes of performing Landlord's 
obligations under this Lease (if any) but such entry shall be subject to 
the provisions of Section 18 hereinbelow.  Landlord and its 
representatives will use commercially reasonable efforts to minimize 
interference with the conduct of Tenant's business in the Premises.  
Landlord and Tenant hereby agree that for purposes of this Lease, as of 
the Lease Date, the rentable square footage area of the Premises and the 
Park shall be deemed to be the number of rentable square feet as set 
forth in the Basic Lease Information.  Tenant further agrees that the 
number of rentable square feet of the Park may subsequently change after 
the Lease Date commensurate with any modifications to any of the 
foregoing by Landlord, and Tenant's Share shall accordingly change.  
Tenant's Share shall not change by reason of the Tenant Improvements 
performed by Tenant so long as there is no increase in the rentable 
square footage of the perimeter of the Building; provided, for purposes 
hereof, the addition by Tenant of any interior mezzanine area and outdoor 
storage areas shall not be construed as an increase in the rentable 
square footage of the Building.


2. COMMENCEMENT DATE; CONDITION OF PREMISES

        2.1     The Term of this Lease shall commence on the Commencement 
Date subject to extension due to Landlord Delays.  For purposes hereof, 
the term "Landlord Delays" shall mean and refer to unreasonable delays 
solely on the part of Landlord in timely responding and giving its 
approval or disapproval of any of the Construction Documents within the 
time frames expressly set forth in Exhibit B hereto.  Landlord shall 
deliver the Premises to Tenant on the Delivery Date broom clean in its 
presently existing condition (without any additional improvements made 
thereto) in order for Tenant to begin construction of its Tenant 
Improvements in accordance with the provisions of Exhibit B hereto.  
Tenant's contractor shall have access to the Premises for the purpose of 
constructing Tenant Improvements therein.  From and after the Delivery 
Date, Tenant shall perform all obligations of Tenant hereunder, other 
than those requiring the payment of Rent.  Tenant's obligation to pay 
Rent shall commence on the Commencement Date regardless of whether or not 
the Tenant Improvements are completed.  Notwithstanding anything to the 
contrary contained herein, it is the parties' intention that (i) the 
Commencement Date of this Lease shall be the date specified in the Basic 
Lease information, July 1, 1999, (ii) except to the extent attributable 
solely to Landlord Delays, any delays in Tenant completing the Tenant 
Improvements shall not affect or otherwise extend the Commencement Date 
of July 1, 1999, and (iii) Tenant shall be wholly responsible for the 
design, construction and substantial completion of the Tenant 
Improvements.  If there are any undisputed Landlord Delays, the 
Commencement Date shall be adjusted commensurately on a daily basis for 
each day of a Landlord Delay.  The word "Term" whenever used herein 
refers to the initial term of this Lease and any extension thereof.

        2.2     Landlord shall permit Tenant to occupy the Premises on the 
Delivery Date for the limited purpose described below.  Such early 
occupancy shall be at Tenant's sole risk and subject to all the 
provisions of this Lease other than those requiring the payment of Rent, 
including, but not limited to, paying the Security Deposit, obtaining the 
insurance required pursuant to this Lease and delivering insurance 
certificates as required herein.  Such early occupancy (i) shall also be 
subject to the provisions of Exhibit B, (ii) shall only be permitted to 
the extent such occupancy is approved by the City of El Segundo, and 
(iii) shall only be for the limited purpose of construction by Tenant of 
the Tenant Improvements.  In addition to the foregoing, Landlord shall 
have the right, from time to time, to impose such additional conditions 
on Tenant's early occupancy as shall be reasonably necessary or 
appropriate for the protection of the rights of other tenants of the Park 
to the quiet use and enjoyment of their premises.  By taking possession 
of the Premises, Tenant shall be deemed to have accepted the Premises in 
good condition and state of repair.  Tenant hereby acknowledges and 
agrees that neither Landlord nor any of Landlord's agents or 
representatives has made any representations or warranties as to the 
suitability, safety or fitness of the Premises for the conduct of 
Tenant's business, Tenant's intended use of the Premises or for any other 
purpose.


3. RENT

On the date that Tenant executes this Lease, Tenant shall deliver to 
Landlord the original executed Lease, the Base Rent payable for one (1) 
calendar month (which shall be applied against the Rent payable for the 
first month Tenant is required to pay Base Rent), the Security Deposit, 
and all insurance certificates evidencing the insurance required to be 
obtained by Tenant under Section 12 and Exhibit B of this Lease.  Tenant 
agrees to pay Landlord, without prior notice or demand, or abatement, 
offset, deduction or claim, the Base Rent described in the Basic Lease 
Information, payable in advance at Landlord's address specified in the 
Basic Lease Information on the Commencement Date and thereafter on the 
first (1st) day of each month throughout the balance of the Term of the 
Lease.  In addition to the Base Rent set forth in the Basic Lease 
Information, Tenant shall pay Landlord in advance on the Commencement 
Date and thereafter on the first (1st) day of each month throughout the 
balance of the Term of this Lease, as Additional Rent, Tenant's Share of 
Operating Expenses and Tax Expenses.  The term "Rent" whenever used 
herein refers to the aggregate of all these amounts.  The Rent for any 
fractional part of a calendar month at the commencement or termination of 
the Lease term shall be a prorated amount of the Rent for a full calendar 
month based upon a thirty (30) day month.


4. SECURITY DEPOSIT

Simultaneously with Tenant's execution of this Lease, Tenant shall 
deliver to Landlord, as a Security Deposit for the performance by Tenant 
of its obligations under this Lease, the amount specified in the Basic 
Lease Information.  If Tenant is in default, Landlord may, but without 
obligation to do so, use the Security Deposit, or any portion thereof, to 
cure the default or to compensate Landlord for all damages sustained by 
Landlord resulting from Tenant's default.  Tenant shall, immediately on 
demand, pay to Landlord a sum equal to the portion of the Security 
Deposit so applied or used so as to replenish the amount of the Security 
Deposit held to increase such deposit to the amount initially deposited 
with Landlord.  At any time after Tenant has defaulted hereunder more 
than three (3) times in any twelve (12) month period (a "Chronic 
Default"), Landlord may require an increase in the amount of the 
Security Deposit required hereunder, up to a maximum of two hundred 
percent (200%) of the amount of the original Security Deposit, for the 
then balance of the Lease Term and Tenant shall, immediately on demand, 
pay to Landlord additional sums in the amount of such increase.  Within 
thirty (30) days after the termination of this Lease, Landlord shall 
return the Security Deposit to Tenant, less such amounts as are 
reasonably necessary, if any, to remedy Tenant's default(s) hereunder or 
to otherwise restore the Premises to a clean and safe condition, 
reasonable wear and tear excepted.  If the cost to restore the Premises 
exceeds the amount of the Security Deposit, Tenant shall promptly deliver 
to Landlord any and all of such excess sums as reasonably determined by 
Landlord.  The foregoing treatment of the Security Deposit shall be in 
the manner prescribed by the provisions of California Civil Code Section 
1950.7 and any amendments, replacement or successor statutes thereof.  
Landlord shall not be required to keep the Security Deposit separate from 
other funds, and, unless otherwise required by law, Tenant shall not be 
entitled to interest on the Security Deposit.  In no event or 
circumstance shall Tenant have the right to any use of the Security 
Deposit and, specifically, Tenant may not use the Security Deposit as a 
credit or to otherwise offset any payments required hereunder, including, 
but not limited to, Rent or any portion thereof.


5. TENANT IMPROVEMENTS

Tenant hereby agrees to accept the Premises on the Delivery Date as 
suitable for Tenant's intended use and as being in good operating order, 
condition and repair, "AS IS", except as specified in Exhibit B attached 
hereto.  Tenant shall design, install and construct the Tenant 
Improvements (as such term is defined in Exhibit B hereto) in accordance 
with the terms, conditions, criteria and provisions set forth in Exhibit 
B.  Landlord and Tenant hereby agree to and shall be bound by the terms, 
conditions and provisions of Exhibit B.  Tenant acknowledges and agrees 
that neither Landlord nor any of Landlord's agents, representatives or 
employees has made any representations as to the suitability, fitness or 
condition of the Premises for the conduct of Tenant's business or for any 
other purpose, including without limitation, any storage incidental 
thereto.  Any exception to the foregoing provisions must be made by 
express written agreement by both parties.


6. ADDITIONAL RENT

It is intended by Landlord and Tenant that this Lease be a "triple net 
lease."  The costs and expenses described in this Section 6 and all other 
sums, charges, costs and expenses specified in this Lease other than Base 
Rent are to be paid by Tenant to Landlord as additional rent 
(collectively, "Additional Rent").

        6.1     Operating Expenses:  In addition to the Base Rent set forth 
in Section 3, Tenant shall pay Tenant's Share, which is specified in the 
Basic Lease Information, of all Operating Expenses as Additional Rent.  
The term "Operating Expenses" as used herein shall mean the total amounts 
paid or payable by Landlord in connection with the ownership, 
maintenance, repair and operation of the Premises and the Lot.  These 
Operating Expenses may include, but are not limited to:

6.1.1   Landlord's annual cost of insurance insuring against 
fire and extended coverage (including, if Landlord elects, "all 
risk" or "special purpose" coverage) and all other insurance, 
including, but not limited to, earthquake coverage for the Building, 
the Lot and, to the extent applicable, the Park, rental value 
insurance against loss of Rent in an amount equal to the amount of 
Rent for a period of at least six (6) months commencing on the date 
of loss, and any deductible, all of the foregoing in accordance with 
the provisions of Section 12.5 below;

6.1.2   Landlord's cost of: (i) modifications and/or new 
improvements to the Premises required by any rules, laws or 
regulations effective subsequent to the Delivery Date; (ii) 
reasonably necessary replacement improvements to the Premises after 
the Delivery Date, other than and excluding the replacement of the 
items set forth in Section 11.3 hereof that are the sole 
responsibility of Landlord; and (iii) new improvements to the 
Premises, that reduce operating costs or improve life/safety 
conditions, all as reasonably determined by Landlord, in its sole 
discretion; provided, however, if any of the foregoing are in the 
nature of capital improvements, then the cost of such capital 
improvements shall be amortized on a straight-line basis over a 
reasonable period, which shall be the estimated useful life of such 
modifications, new improvements or replacement improvements in 
question (at an interest rate as reasonably determined by 
Landlord), and Tenant shall pay Tenant's Share of the monthly 
amortized portion of such costs (including interest charges) as 
part of the Operating Expenses herein;

6.1.3   Landlord's cost for the repairs and maintenance items 
set forth in Section 11.2 below; and

6.1.4   Landlord's cost for the management and administration 
of the Premises, including without limitation, a property 
management fee, accounting, auditing, billing, salaries for 
clerical and supervisory employees (whether located within the Park 
or off-site) and all fees, licenses and permits related to the 
ownership, operation and management of any portion of the Park in 
an amount not to exceed one and one-half percent ( 1/2%) of the Base 
Rent.

        Notwithstanding anything in this Section 6.1 to the contrary, the 
term "Operating Expense" shall not include any of the following and none 
of the following items shall be payable in whole or in part by or in any 
way charged to Tenant:

   (i)     Interest or penalties resulting from late payment 
of any Operating Expense by Landlord due to Landlord's 
negligence or willful misconduct (unless Landlord in good 
faith disputes a charge and subsequently loses or settles that 
dispute); provided, that Tenant timely pays Tenant's Share of 
Operating Expenses and Tax Expenses to Landlord when due as 
set forth herein;

  (ii)    Costs, fees, and compensation paid to Landlord, or 
to Landlord's subsidiaries or affiliates, for services in or 
to the Building to the extent that they exceed the charges for 
comparable services rendered by an unaffiliated third party of 
comparable skill, competence, stature, and reputation;

   (iii)   Costs associated with the investigation and/or 
remediation of Hazardous Materials (hereinafter defined) 
present in, on or about the Premises or the Park, unless such 
costs and expenses are the responsibility of Tenant as 
provided in Section 29 of this Lease, in which event such 
costs and expenses shall be paid solely by Tenant in 
accordance with the provisions of Section 29 of this Lease;

    (iv)    Any cost or expense which is actually reimbursed 
to Landlord through insurance or otherwise;

     (v)     Costs attributable to seeking and obtaining new 
tenants in the Park as well as retaining existing tenants in 
the Park (other than Tenant), such as advertising, brokerage 
commissions, architectural, engineering and attorneys' fees 
and costs for renovations and improvements to buildings in the 
Park other than the Premises;

     (vi)    Any items for which Landlord is actually 
reimbursed by any other tenant of the Park;

    (vii)   Real estate brokers' leasing commissions;

   (viii)  Other than any interest charges for capital 
improvements referred to in Section 6.1.2 hereinabove, any 
interest or payments on any financing for the Building or the 
Park, and any bad debt loss, rent loss or reserves for same;

     (ix)    Any costs, fines or penalties incurred solely and 
directly resulting from actual violations by Landlord of any 
governmental rule or authority for which Landlord is 
responsible hereunder;

     (x)     Costs associated with the operation of the 
business of the entity which constitutes Landlord or 
Landlord's property manager, as the same are distinguished 
from the cost of operation of the Building or the Park, 
including partnership or corporate accounting and legal 
matters, costs of defending any lawsuits with any mortgagee or 
lender, costs of selling, syndicating, financing, mortgaging 
or hypothecating any of Landlord's interest in the Park or the 
Building, disputes of Landlord with the property management 
company managing the Park, to the extent any of the 
aforementioned costs are not, in any way, attributable to the 
use being made of the Premises by Tenant and Tenant's 
Representatives or otherwise attributable to the acts or 
omissions of Tenant and/or any of Tenant's Representatives;

(xi) Overhead and profit paid to subsidiaries or 
affiliates of Landlord for management services to the extent 
that the cost of those items would not have been paid had the 
services been provided by unaffiliated parties on a 
competitive basis; and

(xii) Except for costs paid or payable by Landlord 
with respect to insurance and taxes (including without 
limitation, Tax Expenses), any amount paid or payable by 
Landlord in connection with the ownership, maintenance, repair 
and operation of the building (presently occupied by Duty Free 
Shoppers), parking areas parking structure, pedestrian 
walkways, and landscaping wholly situated on the portion of 
the Lot which is not included within the Premises.

        6.2     Tax Expenses:  In addition to the Base Rent set forth in 
Section 3, Tenant shall pay Tenant's Share of all real property taxes 
applicable to the land and improvements included within the Lot on which 
the Premises are situated and one hundred percent (100%) of all personal 
property taxes now or hereafter assessed or levied against the Premises 
or Tenant's personal property.  Tenant shall also pay one hundred percent 
(100%) of any increase in real property taxes attributable to any and all 
alterations, Tenant Improvements or other improvements of any kind, 
whatsoever placed in, on or about the Premises for the benefit of, at the 
request of, or by Tenant.  The term "Tax Expenses" shall mean and 
include, without limitation, any form of tax and assessment (general, 
special, supplemental, ordinary or extraordinary), commercial rental tax, 
payments under any improvement bond or bonds, license fees, license tax, 
business license fee, rental tax, transaction tax, levy, or penalty 
imposed by authority having the direct or indirect power of tax 
(including any city, county, state or federal government, or any school, 
agricultural, lighting, drainage or other improvement district thereof) 
as against any legal or equitable interest of Landlord in the Premises, 
the Lot or the Park, as against Landlord's right to rent or as against 
Landlord's business of leasing the Premises or the occupancy of Tenant or 
any other tax, fee, or excise, however described, including, but not 
limited to, any value added tax, or any tax imposed in substitution 
(partially or totally) of any tax previously included within the 
definition of real property taxes, or any additional tax the nature of 
which was previously included within the definition of real property 
taxes.  The term "Tax Expenses" shall not include any franchise, estate, 
gift, inheritance, net income, capital stock, or excess profits tax 
imposed upon Landlord or any other tax which is applied or measured by 
Landlord's general or net income (as opposed  to rents or income 
attributable to operations at the Park).  Tax Expenses shall not include 
any interest or late payment expense or penalty resulting from Landlord's 
failure to pay the Tax Expenses in a timely manner unless such failure is 
the direct result of Tenant's failure to pay its proportionate share 
thereof within the times prescribed by this Lease.

        6.3     Payment of Expenses:  Landlord shall estimate Tenant's Share 
of the Operating Expenses and Tax Expenses for the calendar year in which 
the Lease commences.  Commencing on the Commencement Date, one-twelfth 
(1/12th) of this estimated amount shall be paid by Tenant to Landlord, as 
Additional Rent, and thereafter on the first (1st) day of each month 
throughout the remaining months of such calendar year.  Thereafter, 
Landlord may estimate such expenses as of the beginning of each calendar 
year during the Term of this Lease and Tenant shall pay one-twelfth 
(1/12th) of such estimated amount as Additional Rent hereunder on the 
first (1st) day of each month during such calendar year and for each 
ensuing calendar year throughout the Term of this Lease.  Operating 
Expenses for partial calendar years occurring at the beginning and the 
end of the Lease Term shall be prorated on the basis of the number of 
months in such partial calendar year.  Tenant's obligation to pay 
Tenant's Share of Operating Expenses and Tax Expenses shall survive the 
expiration or earlier termination of this Lease.

        6.4     Annual Reconciliation:  By June 30th of each calendar year 
Landlord shall furnish Tenant with an accounting of actual Operating 
Expenses and Tax Expenses.  Within thirty (30) days of Landlord's 
delivery of such accounting, Tenant shall pay to Landlord the amount of 
any underpayment.  Notwithstanding the foregoing, failure by Landlord to 
give such accounting by such date shall not constitute a waiver by 
Landlord of its right to collect any of Tenant's underpayment at any 
time.  Landlord shall credit the amount of any overpayment by Tenant 
toward the next estimated monthly installment(s) falling due, or where 
the Term of the Lease has expired, refund the amount of overpayment to 
Tenant.  If the Term of the Lease expires prior to the annual 
reconciliation of expenses Landlord shall have the right to reasonably 
estimate Tenant's Share of such expenses, and if Landlord determines that 
an underpayment is due, Tenant hereby agrees that Landlord shall be 
entitled to deduct such underpayment from Tenant's Security Deposit.  If 
Landlord reasonably determines that an overpayment has been made by 
Tenant, Landlord shall refund said overpayment to Tenant as soon as 
practicable thereafter.  Notwithstanding the foregoing, failure of 
Landlord to accurately estimate Tenant's Share of such expenses or to 
otherwise perform such reconciliation of expenses, including without 
limitation, Landlord's failure to deduct any portion of any underpayment 
from Tenant's Security Deposit, shall not constitute a waiver of 
Landlord's right to collect any of Tenant's underpayment at any time 
during the Term of the Lease or at any time after the expiration or 
earlier termination of this Lease.

        6.5     Audit:  After delivery to Landlord of at least thirty (30) 
days prior written notice, Tenant, at its sole cost and expense through 
any accountant designated by it, shall have the right to examine and/or 
audit the books and records evidencing such costs and expenses for the 
previous one (1) calendar year, during Landlord's reasonable business 
hours but not more frequently than once during any calendar year.  Any 
such accounting firm designated by Tenant may not be compensated on a 
contingency fee basis.  The results of any such audit (and any 
negotiations between the parties related thereto) shall be maintained 
strictly confidential by Tenant and its accounting firm and shall not be 
disclosed, published or otherwise disseminated to any other party other 
than to Landlord and its authorized agents or as required by law or in 
connection with any actual or contemplated legal proceeding regarding 
Operating Expenses or Tax Expenses.  If it is determined (by agreement of 
the parties, by an arbitrator, or by a final adjudicated judgment) that 
the Operating Expenses and/or Tax Expenses charged Tenant for any 
calendar year exceeded the actual amount hereof by more than six percent 
(6%) Landlord shall, in addition to the refund or credit to Tenant of 
such excess, reimburse Tenant for all third-party verified accounting 
costs (but no other fees or costs) reasonably incurred by Tenant in 
connection with the audit and recovery of amounts overpaid.  Landlord and 
Tenant shall use their best efforts to cooperate in such negotiations and 
to promptly resolve any discrepancies between Landlord and Tenant in the 
accounting of such costs and expenses.


7. UTILITIES

Prior to the Delivery Date, Tenant shall cause all of the Utility 
Expenses (hereinafter defined) to be placed in Tenant's name with the 
invoices sent directly to Tenant at the Premises.  Tenant shall pay 
directly to the appropriate utility company or similar entity the cost of 
all water, sewer use, sewer discharge fees and sewer connection fees, 
gas, heat, electricity, refuse pickup, janitorial service, telephone, 
telecommunications and other utilities (collectively, the "Utility 
Expenses") billed or metered separately to the Premises and/or Tenant 
during the Term of the Lease and during the period of Tenant's occupancy 
of the Premises prior to the Commencement Date.  Tenant shall also pay 
any and all assessments or charges for utility or similar purposes 
included within any tax bill for the Lot on which the Building is 
situated, including without limitation, entitlement fees, allocation unit 
fees and/or any similar fees or charges.  Upon Landlord's request, Tenant 
shall promptly deliver to Landlord written evidence of Tenant's payment 
of the Utility Expenses.  Tenant acknowledges that the Premises may 
become subject to the rationing of water or restrictions on water use as 
required by a public utility company, governmental agency or other 
similar entity having jurisdiction thereof.  Notwithstanding any such 
rationing or restrictions on use of any such water, Tenant acknowledges 
and agrees that its tenancy and occupancy hereunder shall be subject to 
such rationing restrictions as may be imposed upon Landlord, Tenant, the 
Premises or the Park, and Tenant shall in no event be excused or relieved 
from any covenant or obligation to be kept or performed by Tenant by 
reason of any such rationing or restrictions.  Tenant further agrees to 
timely and faithfully pay, prior to delinquency, any amount, tax, charge, 
surcharge, assessment or imposition levied, assessed or imposed upon the 
Premises, or Tenant's use and occupancy thereof by a public utility 
company, governmental agency, taxing authority or similar entity having 
jurisdiction thereof.

8. LATE CHARGES

Any and all sums or charges set forth in this Section 8 are considered 
part of Additional Rent.  Tenant acknowledges that late payment (the 
fifth day of each month or any time thereafter) by Tenant to Landlord of 
Base Rent, Tenant's Share of Operating Expenses, Tax Expenses, or other 
sums due hereunder, will cause Landlord to incur costs not contemplated 
by this Lease, the exact amount of such costs being extremely difficult 
and impracticable to fix.  Such costs include, without limitation, 
processing and accounting charges, and late charges that may be imposed 
on Landlord by the terms of any note secured by any encumbrance against 
the Premises, and late charges and penalties due to the late payment of 
real property taxes on the Premises.  Therefore, if any installment of 
Rent or any other sum due from Tenant is not received by Landlord when 
due, Tenant shall promptly pay to Landlord an additional sum equal to 
five percent (5%) of such delinquent amount.  If Tenant delivers to 
Landlord a check for which there are not sufficient funds, Landlord may, 
at its sole option, require Tenant to replace such check with a cashier's 
check for the amount of such check and all other charges payable 
hereunder.  The parties agree that this late charge and the other charges 
referenced above represent a fair and reasonable estimate of the costs 
that Landlord will incur by reason of late payment by Tenant.  Acceptance 
of any late charge or other charges shall not constitute a waiver by 
Landlord of Tenant's default with respect to the delinquent amount, nor 
prevent Landlord from exercising any of the other rights and remedies 
available to Landlord for any other breach of Tenant under this Lease.


9. USE OF PREMISES

        9.1     Compliance with Laws, Recorded Matters, and Rules and 
Regulations:  The Premises are to be used solely for the purposes and 
uses specified in the Basic Lease Information and for no other uses or 
purposes without Landlord's prior written consent, which consent shall 
not be unreasonably withheld or delayed so long as the proposed use (i) 
does not involve the use of Hazardous Materials other than as expressly 
permitted under the provisions of Section 29 below, (ii) does not require 
any additional parking in excess of the parking spaces already provided 
to Tenant pursuant to the provisions of Section 24 of this Lease, and 
(iii) is compatible and consistent with the other uses then being made in 
the Park and in other similar types of buildings in the vicinity of the 
Park, as reasonably determined by Landlord.  The use of the Premises by 
Tenant and its employees, representatives, agents, invitees, licensees, 
subtenants, customers or contractors (collectively, "Tenant's 
Representatives") shall be subject to, and at all times in compliance 
with, (a) any and all applicable laws, ordinances, statutes, orders and 
regulations as same exist from time to time (collectively, the "Laws"), 
(b) any and all documents, matters or instruments, including without 
limitation, any declarations of covenants, conditions and restrictions, 
and any supplements thereto, each of which has been or hereafter is 
recorded in any official or public records with respect to the Premises, 
the Lot and/or the Park, or any portion thereof (collectively, the 
"Recorded Matters"), and (c) any and all rules and regulations set forth 
in Exhibit C, attached to and made a part of this Lease, and any other 
reasonable rules and regulations promulgated by Landlord now or hereafter 
enacted relating to parking and the operation of the Premises and the 
Park (collectively, the "Rules and Regulations").  Tenant agrees to, and 
does hereby, assume full and complete responsibility to ensure that the 
Premises are adequate to fully meet the needs and requirements of 
Tenant's intended operations of its business within the Premises, and 
Tenant's use of the Premises and that same are in compliance with all 
applicable Laws throughout the Term of this Lease.  Additionally, Tenant 
shall be solely responsible for the payment of all costs, fees and 
expenses associated with any modifications, improvements or alterations 
to the Premises, the Common Areas and/or the Park occasioned by the 
enactment of, or changes to, any Laws arising from Tenant's particular 
use of the Premises or alterations, improvements or additions made to the 
Premises by or on behalf of Tenant regardless of when such Laws became 
effective.

9.2     Prohibition on Use:  Tenant shall not use the Premises or 
permit anything to be done in or about the Premises nor keep or bring 
anything therein which will in any way conflict with any of the 
requirements of the Board of Fire Underwriters or similar body now or 
hereafter constituted or in any way increase the existing rate of or 
affect any policy of fire or other insurance upon the Building or any of 
its contents, or cause a cancellation of any insurance policy.  No 
auctions may be held or otherwise conducted in, on or about the Premises, 
the Lot or the Park without Landlord's written consent thereto, which 
consent may be given or withheld in Landlord's sole discretion.  Tenant 
shall not do or permit anything to be done in or about the Premises which 
will in any way obstruct or interfere with the rights of Landlord, other 
tenants or occupants of other buildings in the Park, or other persons or 
businesses in the area, or injure or annoy other tenants or use or allow 
the Premises to be used for any unlawful or purpose, nor shall Tenant 
cause, maintain or permit any private or public nuisance in, on or about 
the Premises, Park and/or the Common Areas, including, but not limited 
to, any offensive odors, noises, fumes or vibrations.  Tenant shall not 
damage or deface or otherwise commit or suffer to be committed any waste 
in, upon or about the Premises.  Tenant shall not place or store, nor 
permit any other person or entity to place or store, any property, 
equipment, materials, supplies, personal property or any other items or 
goods outside of the Premises for any period of time.  Tenant shall not 
permit any animals, including, but not limited to, any household pets, to 
be brought or kept in or about the Premises.  Tenant shall place no loads 
upon the floors, walls, or ceilings in excess of the maximum designed 
load permitted by the applicable Uniform Building Code or which may 
damage the Building or outside areas; nor place any harmful liquids in 
the drainage systems; nor dump or store waste materials, refuse or other 
such materials, or allow such to remain outside the Building area, except 
for any non-hazardous or non-harmful materials which may be stored in 
refuse dumpsters or in any enclosed trash areas provided


10. ALTERATIONS AND ADDITIONS; AND SURRENDER OF PREMISES

        10.1    Alterations and Additions:  Tenant shall be permitted to 
install and construct in and about the Premises the Tenant Improvements 
subject to, and in accordance with, the provisions of Exhibit B hereto.  
Except for the Tenant Improvements as aforesaid, Tenant shall not install 
any signs, fixtures, improvements, nor make or permit any other 
alterations or additions to the Premises without the prior written 
consent of Landlord which consent shall not be unreasonably withheld or 
delayed; provided, however, in no event may Tenant expand the Premises or 
make any penetrations to the roof which will affect the structural 
integrity of the Building without first obtaining Landlord's prior 
written consent, which consent may be given or withheld in Landlord's 
sole discretion.  Notwithstanding the foregoing, Tenant shall be 
permitted to make, at its sole cost and expense, non-structural 
alterations and additions to the Premises and roof penetrations which do 
not affect the structural integrity of the Building without obtaining 
Landlord's prior written consent, provided the cost of same does not 
exceed $150,000 (exclusive of the cost of any equipment, personal 
property or trade fixtures) in the aggregate during a calendar year (the 
"Permitted Improvements").  Tenant, however, shall first notify Landlord 
of such alterations or additions so that Landlord may post a Notice of 
Non-Responsibility on the Premises.  Within fifteen (15) business days of 
Landlord's receipt of Tenant's written notice of any item comprising the 
Permitted Improvements, Landlord shall notify Tenant, in writing, whether 
or not Landlord will require Tenant to remove such item from the Premises 
upon the expiration or earlier termination of this Lease.  If any such 
alteration or addition is expressly permitted by Landlord or otherwise 
under the provisions of this Lease, Tenant shall deliver at least fifteen 
(15) days prior notice to Landlord, from the date Tenant intends to 
commence construction, sufficient to enable Landlord to post a Notice of 
Non-Responsibility.  At the time Landlord notifies Tenant of its approval 
or disapproval of any such request, Landlord shall advise Tenant in 
writing of those fixtures (other than trade fixtures and the Tenant's 
Property which property shall be, and remain, owned by Tenant and which 
Tenant will remove from the Premises), improvements, alterations and 
additions which Landlord will require Tenant to remove (including without 
limitation, any items comprising the Tenant Improvements) upon the 
expiration or earlier termination of the Lease.  In the event Landlord 
does not advise Tenant whether or not such fixture, improvement, 
alteration or addition should be removed, Tenant shall deem such silence 
to mean that such fixture, improvement, alteration and addition will be 
required to be removed at the expiration or earlier termination of this 
Lease.  In all events, Tenant shall obtain all permits or other 
governmental approvals prior to commencing any of such work and deliver a 
copy of same to Landlord.  All alterations and additions shall be 
installed by a licensed contractor reasonably approved by Landlord, at 
Tenant's sole expense, in compliance with all applicable Laws (including, 
but not limited to, the ADA as defined herein), Recorded Matters, and 
Rules and Regulations.  Tenant shall keep the Premises and the property 
on which the Building is situated free from any liens arising out of any 
work performed, materials furnished or obligations incurred by or on 
behalf of Tenant.  For purposes hereof, alterations shall include, but 
not be limited to, electric lines, feeders, risers, wiring and cables.

        10.2    Surrender of Premises:  Upon the termination of this Lease, 
whether by forfeiture, lapse of time or otherwise, or upon the 
termination of Tenant's right to possession of the Premises, Tenant will 
at once surrender and deliver up the Premises to Landlord, together with 
any attached fixtures [other than the Tenant's Property (defined below), 
trade fixtures, and any furniture bolted for earthquake purposes which 
shall be deemed to be not attached to the Premises], additions and 
improvements which Tenant is not to remove pursuant to the provisions of 
Section 10.1 hereof, in good condition and repair (including, but not 
limited to, replacing all light bulbs and ballasts not in good working 
condition) and, notwithstanding anything to the contrary contained 
herein, unless otherwise notified by Landlord in writing in accordance 
with the provisions hereof, in the condition in which the Premises 
existed as of the Lease Date, except for reasonable wear and tear.  
Reasonable wear and tear shall not include any damage or deterioration to 
the floors of the Premises arising from the use of forklifts in, on or 
about the Premises (including, without limitation, any marks or stains of 
any portion of the floors), and any damage or deterioration that would 
have been prevented by proper maintenance by Tenant or Tenant otherwise 
timely performing all of its obligations under this Lease.  Upon such 
termination of this Lease, Tenant shall remove the Permitted Improvements 
(to the extent Landlord has notified Tenant in writing, at the time set 
forth in Section 10.1, that it will require such removal, or it is deemed 
to be required to be removed), the Tenant's Property, all tenant signage, 
trade fixtures, non-attached fixtures, furniture, furnishings, personal 
property and, if Landlord has notified Tenant, in writing, that it will 
require such removal (or it is deemed to be required to be removed) such 
attached fixtures (other than trade fixtures), additions or improvements 
installed by, or on behalf of Tenant (including without limitation, any 
items comprising the Tenant Improvements) or situated in or about the 
Premises.  Tenant shall repair any and all damage caused by the 
installation or removal of such signs, trade fixtures, furniture, 
furnishings, fixtures, additions and improvements which are to be removed 
from the Premises by Tenant hereunder.  In addition to the foregoing, 
certain equipment of Tenant used in, on or about the Premises is listed 
in Exhibit I, attached hereto and made a part hereof (collectively, the 
"Tenant's Property").  Notwithstanding anything to the contrary contained 
herein, at the expiration or earlier termination of this Lease Tenant 
shall remove from the Premises the Tenant's Property.  Tenant shall 
ensure that the removal of such items and the repair and restoration of 
the Premises will be completed prior to such expiration or earlier 
termination of this Lease.


11. REPAIRS AND MAINTENANCE

        11.1    Tenant's Repairs and Maintenance Obligations:  Except for 
those portions of the Building to be maintained by Landlord, as provided 
in Sections 11.2 and 11.3 below, Tenant shall, at Tenant's sole cost and 
expense, keep and maintain the entirety of the Premises in good, clean 
and safe condition and repair to the reasonable satisfaction of Landlord 
including, but not limited to, repairing any damage caused by Tenant or 
any of Tenant's Representatives and replacing any property so damaged by 
Tenant or any of Tenant's Representatives, sweeping and otherwise 
maintaining the parking lot, and maintaining and replacing the 
landscaping.  Without limiting the generality of the foregoing, Tenant 
shall be solely responsible for maintaining, repairing and replacing (a) 
all mechanical systems, heating, ventilation and air conditioning systems 
exclusively serving the Premises, including without limitation, 
Landlord's existing HVAC unit, (b) all plumbing, electrical wiring and 
equipment serving the Premises, (c) all interior lighting (including, 
without limitation, light bulbs and/or ballasts) and exterior lighting 
serving the Premises or adjacent to the Premises, (d) all glass, windows, 
window frames, window casements, skylights, interior and exterior doors, 
door frames and door closers, (e) all roll-up doors, ramps and dock 
equipment, including without limitation, dock bumpers, dock plates, dock 
seals, dock levelers and dock lights, (f) all tenant signage, (g) lifts 
for disabled persons serving the Premises, (h) sprinkler systems, fire 
protection systems and security systems, (i) all partitions, fixtures, 
equipment, interior painting, and interior walls and floors of the 
Premises and every part thereof (including, without limitation, any 
demising walls contiguous to any portion of the Premises), (j) the roof 
and the roof membrane, including without limitation, the structural 
portions of the roof, (k) all fencing and gates for any fencing, (l) the 
parking lot within the Premises, including without limitation, slurry 
sealing and/or striping of said parking lot (but not more often than once 
every five (5) years); and (m) the exterior walls of the Building.  
Notwithstanding the foregoing, if Landlord's HVAC unit needs to be 
replaced due to normal wear and tear during the Term, or if the roof 
needs to be replaced during either of the Extended Terms due to normal 
wear and tear (and such replacements are not in any manner required due 
to Tenant's failure to properly use, repair and maintain said items or 
damage to such items caused by Tenant or any of Tenant's 
Representatives), then Landlord shall be responsible for making such 
replacements.  The replacement costs for such items shall be amortized at 
the interest rate which is the lesser of twelve percent (12%) per annum 
or the maximum rate of interest permitted by law.  Such amortization 
shall be based upon the useful life of such replacement items as 
reasonably determined by Landlord. If any such replacements are made, 
Tenant shall pay all such amortized amounts (including all interest 
charges) to Landlord monthly, as Additional Rent for each month during 
the balance of the applicable term of this Lease after such replacement 
is made until the earlier of (A) the expiration or earlier termination of 
the Lease, or (B) the end of the applicable amortization period.

        11.2    Reimbursable Repairs and Maintenance Obligations:  Subject to 
the provisions of Sections 6 and 9 of this Lease and except for (i) the 
obligations of Tenant set forth in Section 11.1 above, (ii) the 
obligations of Landlord set forth in Section 11.3 below, and (iii) the 
repairs rendered necessary by the intentional or negligent acts or 
omissions of Tenant or any of Tenant's Representatives, Landlord agrees, 
at Landlord's expense, subject to reimbursement pursuant to Section 6 
above, to keep in good repair the plumbing and mechanical systems 
exterior to the Building, signage (exclusive of tenant signage), and 
exterior electrical wiring and equipment, exterior lighting, exterior 
glass, exterior doors/entrances and door closers, exterior window 
casements, exterior painting of the Building, and underground utility and 
sewer pipes outside the exterior walls of the Building.  Tenant shall 
procure and maintain the heating, ventilation and air conditioning 
systems preventative maintenance and repair contract(s); such contracts 
as same are made with respect to Landlord's heating, ventilating and air 
conditioning equipment shall be on a minimum of a quarterly basis and 
shall name Landlord as a third-party beneficiary thereof.  Tenant will 
promptly deliver to Landlord a true and complete copy of each such 
contract and any and all renewals or extensions thereof, and each service 
report or other summary received by Tenant pursuant to or in connection 
with such contract(s).

        11.3    Landlord's Repairs and Maintenance Obligations:  Except for 
repairs rendered necessary by the intentional or negligent acts or 
omissions of Tenant or any of Tenant's Representatives, Landlord agrees, 
at Landlord's sole cost and expense, to keep in good repair the 
structural portions of the floors (to the extent not altered by any 
improvements made thereto by Tenant) and foundations.

        11.4    Tenant's Failure to Perform Repairs and Maintenance 
Obligations:  Notwithstanding the foregoing, if Tenant refuses or 
neglects to timely repair, maintain and replace the Premises as required 
herein and to the reasonable satisfaction of Landlord, Landlord may, but 
without obligation to do so, at any time make such repairs, maintenance 
and replacements without (i) Landlord having any liability to Tenant for 
any loss or damage that may accrue to Tenant's merchandise, fixtures or 
other property, or to Tenant's business by reason thereof, except to the 
extent any damage is caused by the willful misconduct or negligent acts 
of Landlord or its authorized agents and representatives; and (ii) being 
required to provide any additional cure period to Tenant except as 
expressly set forth in Section 20.3 hereof.  In the event Landlord makes 
such repairs, maintenance and replacements, upon completion thereof 
Tenant shall pay to Landlord, as additional rent, the Landlord's costs 
for making such repairs, maintenance and replacements.  The obligations 
of Tenant hereunder shall survive the expiration of the Term of this 
Lease or the earlier termination thereof.  Tenant hereby waives any right 
to repair at the expense of Landlord under any applicable Laws now or 
hereafter in effect respecting the Premises.


12. INSURANCE

        12.1    Types of Insurance:  Tenant shall maintain in full force and 
effect at all times during the Term of this Lease, at Tenant's sole cost 
and expense, for the protection of Tenant and Landlord, as their 
interests may appear, policies of insurance issued by a carrier or 
carriers reasonably acceptable to Landlord and its lender(s) which afford 
the following coverages: (i) worker's compensation: statutory limits; 
(ii) employer's liability, as required by law, with a minimum limit of 
$100,000 per employee and $500,000 per occurrence; (iii) commercial 
general liability insurance (occurrence form) providing coverage against 
any and all claims for bodily injury and property damage occurring in, on 
or about the Premises arising out of Tenant's and Tenant's 
Representatives' use and/or occupancy of the Premises.  Such insurance 
shall include coverage for blanket contractual liability, legal 
liability, fire damage, premises, personal injury, completed operations, 
products liability and personal and advertising.  Such insurance shall 
have a combined single limit of not less than One Million Dollars 
($1,000,000) per occurrence with a Two Million Dollar ($2,000,000) 
aggregate limit and excess/umbrella insurance in the amount of Two 
Million Dollars ($2,000,000).  If Tenant has other locations which it 
owns or leases, the policy shall include an aggregate limit per location 
endorsement.  If necessary, as reasonably determined by Landlord, Tenant 
shall provide for restoration of the aggregate limit; (iv) comprehensive 
automobile liability insurance:  a combined single limit of not less than 
$2,000,000 per occurrence and insuring Tenant against liability for 
claims arising out of the ownership, maintenance, or use of any owned, 
hired or non-owned automobiles; (v) "all risk" or "special purpose" 
property insurance, including without limitation, sprinkler leakage, 
boiler and machinery comprehensive form, if applicable, covering damage 
to or loss of any of Tenant's personal property, trade fixtures, 
inventory, fixtures and equipment located in, on or about the Premises, 
and in addition, coverage for business interruption of Tenant.  Such "all 
risk" or "special purpose" property insurance shall be written on a 
replacement cost basis (without deduction for depreciation) in an amount 
equal to at least one hundred percent (100%) of the full replacement 
value of the items; and (vi) such other insurance or higher limits of 
liability as is then customarily required to be carried for similar types 
of buildings within the general vicinity of the Park or as may be 
reasonably required by any of Landlord's lenders.

        12.2    Insurance Policies:  Insurance required to be maintained by 
Tenant shall be written by companies (i) licensed to do business in the 
State of California, (ii) domiciled in the United States of America, and 
(iii) having a "General Policyholders Rating" of at least A:X (or such 
higher rating as may be required by a lender having a lien on the 
Premises) as set forth in the most current issue of "A.M. Best's Rating 
Guides."  Any deductible amounts under any of the insurance policies 
required hereunder shall not exceed Ten Thousand Dollars ($10,000).  
Tenant shall deliver to Landlord certificates of insurance and true and 
complete copies of any and all endorsements required herein for all 
insurance required to be maintained by Tenant hereunder at the time of 
execution of this Lease by Tenant.  Tenant shall, at least thirty (30) 
days prior to expiration of each policy, furnish Landlord with 
certificates of renewal or "binders" thereof.  Each certificate shall 
expressly provide that such policies shall not be cancelable or otherwise 
subject to modification except after thirty (30) days prior written 
notice to the parties named as additional insureds as required in this 
Lease (except for cancellation for nonpayment of premium, in which event 
cancellation shall not take effect until at least ten (10) days' notice 
has been given to Landlord).  Tenant shall have the right to provide 
insurance coverage which it is obligated to carry pursuant to the terms 
of this Lease under a blanket insurance policy, provided such blanket 
policy expressly affords coverage for the Premises and for Landlord as 
required by this Lease.

        12.3    Additional Insureds and Coverage:  Landlord, any property 
management company and/or agent of Landlord for the Premises, the Lot or 
the Park, and any lender(s) of Landlord having a lien against the 
Premises, the Lot or the Park shall be named as additional insureds under 
all of the policies required in Section 12.1(iii) above.  Additionally, 
such policies shall provide for severability of interest.  All insurance 
to be maintained by Tenant shall, except for workers' compensation and 
employer's liability insurance, be primary, without right of contribution 
from insurance maintained by Landlord.  Any umbrella/excess liability 
policy (which shall be in "following form") shall provide that if the 
underlying aggregate is exhausted, the excess coverage will drop down as 
primary insurance.  The limits of insurance maintained by Tenant shall 
not limit Tenant's liability under this Lease.  It is the parties' 
intention that the insurance to be procured and maintained by Tenant as 
required herein shall provide coverage for any and all damage or injury 
arising from or related to Tenant's operations of its business and/or 
Tenant's or Tenant's Representatives' use of the Premises and/or any of 
the areas within the Park, whether such events occur within the Premises 
(as described in Exhibit A-1 hereto) or in any other areas of the Park.  
It is not contemplated or anticipated by the parties that the 
aforementioned risks of loss be borne by Landlord's insurance carriers, 
rather it is contemplated and anticipated by Landlord and Tenant that 
such risks of loss be borne by Tenant's insurance carriers pursuant to 
the insurance policies procured and maintained by Tenant as required 
herein.

        12.4    Failure of Tenant to Purchase and Maintain Insurance:  In the 
event Tenant does not purchase the insurance required in this Lease or 
keep the same in full force and effect throughout the Term of this Lease 
(including any renewals or extensions), Landlord may, but without 
obligation to do so, purchase the necessary insurance and pay the 
premiums therefor.  If Landlord so elects to purchase such insurance, 
Tenant shall promptly pay to Landlord as Additional Rent, the amount so 
paid by Landlord, upon Landlord's demand therefor.  In addition, Landlord 
may recover from Tenant and Tenant agrees to pay, as Additional Rent and 
damages which Landlord may sustain by reason of Tenant's failure to 
obtain and maintain such insurance.  If Tenant fails to maintain any 
insurance required in this Lease, Tenant shall be liable for all losses, 
damages and costs resulting from such failure.

        12.5    Landlord's Insurance:  Landlord shall maintain in full force 
and effect during the Term of this Lease, subject to reimbursement as 
provided in Section 6, policies of insurance which afford such coverages 
as are commercially reasonable and as is consistent with other properties 
in Landlord's portfolio.  Landlord shall also procure such additional 
insurance coverage as Tenant shall reasonably request Landlord to obtain; 
provided, however, notwithstanding anything to the contrary contained 
herein, Tenant shall pay, and shall be solely responsible for, any and 
all costs, premiums and expenses of any such additional insurance, as 
Additional Rent, and Tenant shall pay same to Landlord within ten (10) 
days of Landlord's demand therefor.  Landlord shall obtain and keep in 
force during the Term of this Lease, as an item of Operating Expenses, a 
policy or policies in the name of Landlord, with loss payable to Landlord 
and to the holders of any mortgages, deeds of trust or ground leases on 
the Premises ("Lender(s)"), insuring loss or damage to the Building, 
including all improvements, fixtures (other than trade fixtures) and 
permanent additions.  However, all alterations, additions and 
improvements made to the Premises by Tenant (other than the Tenant 
Improvements) shall be insured by Tenant rather than by Landlord.  The 
amount of such insurance procured by Landlord shall be equal to one 
hundred percent (100%) of the full replacement cost of the Building 
(excluding the cost of excavation and installation of footings), 
including all improvements and permanent additions as the same shall 
exist from time to time, or the amount required by Lenders.  At 
Landlord's option, such policy or policies shall insure against all risks 
of direct physical loss or damage (including, without limitation, the 
perils of earthquake), including coverage for any additional costs 
resulting from debris removal and reasonable amounts of coverage for the 
enforcement of any ordinance or law regulating the reconstruction or 
replacement of any undamaged sections of the Building required to be 
demolished or removed by reason of the enforcement of any building, 
zoning, safety or land use laws as the result of a covered cause of loss. 
 If any such insurance coverage procured by Landlord has a deductible 
clause, the deductible shall not exceed commercially reasonable amounts, 
and in the event of any casualty, the amount of such deductible shall be 
an item of Operating Expenses as so limited.  Notwithstanding anything to 
the contrary contained herein, to the extent the cost of maintaining 
insurance with respect to the Building and/or any other buildings within 
the Park is increased as a result of Tenant's acts, omissions, 
alterations, improvements (including without limitation, the Tenant 
Improvements), use or occupancy of the Premises, Tenant shall pay one 
hundred percent (100%) of, and for, such increase(s) as Additional Rent.


13. WAIVER OF SUBROGATION

Landlord and Tenant hereby mutually waive their respective rights of 
recovery against each other for any loss of, or damage to, either 
parties' property to the extent that such loss or damage is insured by an 
insurance policy required to be in effect at the time of such loss or 
damage.  Each party shall obtain any special endorsements, if required by 
its insurer whereby the insurer waives its rights of subrogation against 
the other party.  This provision is intended to waive fully, and for the 
benefit of the parties hereto, any rights and/or claims which might give 
rise to a right of subrogation in favor of any insurance carrier.  The 
coverage obtained by Tenant pursuant to Section 12 of this Lease shall 
include, without limitation, a waiver of subrogation endorsement attached 
to the certificate of insurance.  The provisions of this Section 13 shall 
not apply in those instances in which such waiver of subrogation would 
invalidate such insurance coverage or would cause either party's 
insurance coverage to be voided or otherwise uncollectible.


14. LIMITATION OF LIABILITY AND INDEMNITY

Except to the extent of damage resulting from the active negligence or 
willful misconduct of Landlord or its agents, employees, representatives 
or contractors (collectively, the "Landlord's Representatives"), Tenant 
agrees to protect, defend (with counsel reasonably acceptable to 
Landlord) and hold Landlord and Landlord's lenders, partners, members, 
property management company (if other than Landlord), agents, directors, 
officers, employees, representatives, contractors, successors and assigns 
(collectively, the "Indemnitees") harmless and indemnify the Indemnitees 
from and against all liabilities, damages, claims, losses, judgments, 
charges and expenses (including reasonable attorneys' fees, costs of 
court and expenses necessary in the prosecution or defense of any 
litigation including the enforcement of this provision) arising from or 
in any way related to, directly or indirectly, (i) Tenant's or Tenant's 
Representatives' use of the Premises and/or the Park, (ii) the conduct of 
Tenant's business, (iii) from any activity, work or thing done, permitted 
or suffered by Tenant in or about the Premises, (iv) any liability for 
injury to person or property of Tenant, Tenant's Representatives, or 
third party persons, and/or (v) Tenant's failure to perform any covenant 
or obligation of Tenant under this Lease.  Tenant agrees that the 
obligations of Tenant herein shall survive the expiration or earlier 
termination of this Lease.

        Except to the extent of damage resulting from the active negligence 
or willful misconduct of Landlord or Landlord's Representatives, to the 
fullest extent permitted by law, Tenant agrees that neither Landlord nor 
any of Landlord's lender(s), partners, members, or any of Landlord's 
Representatives shall at any time or to any extent whatsoever be liable, 
responsible or in any way accountable for any loss, liability, injury, 
death or damage to persons or property which at any time may be suffered 
or sustained by Tenant, including, but not limited to, any acts, errors or 
omissions by or on behalf of any other tenants or occupants of the Park.  
Tenant shall not, in any event or circumstance, be permitted to offset or 
otherwise credit against any payments of Rent required herein for matters 
for which Landlord may be liable hereunder.  Landlord and its authorized 
representatives shall not be liable for any interference with light or 
air, or for any latent defect in the Premises.


15. ASSIGNMENT AND SUBLEASING

        15.1    Prohibition:  Tenant shall not assign, mortgage, hypothecate, 
encumber, grant any license or concession, pledge or otherwise transfer 
this Lease (collectively, "assignment"), in whole or in part, whether 
voluntarily or involuntarily or by operation of law, nor sublet or permit 
occupancy by any person other than Tenant of all or any portion of the 
Premises without  in each instance first obtaining the prior written 
consent of Landlord, which consent shall not be unreasonably withheld or 
delayed, but which shall be subject to the provisions of this Section 15. 
 Tenant hereby agrees that Landlord may withhold its consent to any 
proposed sublease or assignment if at the time of Tenant's request for 
Landlord's consent to any proposed assignee or subtenant (i) Tenant is in 
default of its obligations under this Lease beyond applicable notice and 
cure periods, or (ii) the use to be made of the Premises by the proposed 
assignee or subtenant differs from the uses permitted under this Lease.  
Tenant further agrees that Landlord may withhold its consent to any 
proposed sublease or assignment if the proposed subtenant or assignee or 
its business is subject to compliance with additional requirements of the 
ADA (defined below) for which Landlord would be responsible hereunder 
and/or Environmental Laws (defined below) beyond those requirements which 
are applicable to Tenant, unless the proposed subtenant or assignee shall 
(a) first deliver plans and specifications for complying with such 
additional ADA requirements and/or Environmental Laws and obtain 
Landlord's written consent thereto, and (b) comply with all Landlord's 
reasonable conditions for or contained in such consent, including without 
limitation, requirements for security to assure the lien-free completion 
of such improvements.  No consent to any assignment or sublease shall 
constitute a waiver of the provisions of this Section 15, and all 
subsequent assignments or subleases may be made only with the prior 
written consent of Landlord, which consent shall not be unreasonably 
withheld or delayed, but which shall be subject to the provisions of this 
Section 15.

        15.2    Request for Consent:  Except as otherwise provided below and 
in Section 15.6, if Tenant seeks to sublet or assign all or any portion 
of the Premises, Tenant shall deliver to Landlord at least twenty (20) 
days prior to the proposed commencement of the sublease or assignment 
(the "Proposed Effective Date") the following information and documents 
(the "Tenant's Notice"): (i) the name, address and nature of the business 
of the proposed assignee or subtenant; (ii) such information as to such 
assignee's or subtenant's financial responsibility and condition as 
Landlord may reasonably require (including without limitation, audited 
financial statements for no more than the three (3) most recent 
consecutive fiscal years) to enable Landlord to determine its financial 
condition; (iii) the aforementioned plans and specifications, if any; 
(iv) the Proposed Effective Date of such proposed assignment or sublease; 
and (v) the proposed form of sublease or assignment agreement (as 
applicable), and such instrument shall include a provision whereby the 
assignee or sublessee assumes all of Tenant's obligations hereunder and 
agrees to be bound by the terms hereof.  Tenant shall give Landlord the 
Tenant's Notice by registered or certified mail addressed to Landlord at 
Landlord's Address.  Within ten (10) business days after Landlord's 
receipt of the Tenant's Notice (the "Landlord Response Period") Landlord 
shall notify Tenant, in writing, of its determination with respect to 
such requested proposed assignment or sublease and the election to 
recapture as set forth in Section 15.3 below.  If Landlord does not elect 
to recapture pursuant to the provisions of Section 15.3 hereof and 
Landlord does consent to the requested proposed assignment or sublease, 
Tenant may thereafter assign its interests in and to this Lease or 
sublease all or a portion of the Premises to the same party and on the 
same terms as set forth in the Tenant's Notice.  Within said Landlord 
Response Period, in addition to the other provisions hereof, Landlord 
shall have the right to withhold consent to the proposed assignment or 
sublease (a) if the proposed use is prohibited by the provisions of this 
Lease, and in particular, the provisions of Section 9 hereof, (b) the 
proposed assignee's financial condition, in the reasonable judgment of 
Landlord, is not reasonably adequate and sufficient in relation to the 
then remaining obligations of Tenant under this Lease, or (c) if Tenant 
publicly offers or advertises to assign or sublet at a rate that is below 
the then current market rate being charged for space of similar nature 
and size by landlords of comparable buildings in the Los Angeles market. 
 Each permitted assignee or sublessee shall assume and be deemed to 
assume this Lease and shall be and remain liable jointly and severally 
with Tenant for payment of Rent and for the performance of, and 
compliance with, all the terms, covenants, conditions and agreements 
herein contained on Tenant's part to be performed or complied with, for 
the Term of this Lease.  No assignment or subletting shall affect the 
continuing primary liability of Tenant (which, following assignment, 
shall be joint and several with the assignee), and Tenant shall not be 
released from performing any of the terms, covenants and conditions of 
this Lease.  An assignee of Tenant shall become directly liable to 
Landlord for all obligations of Tenant hereunder, but no sublease or 
assignment by Tenant shall relieve Tenant of any liability under this 
Lease.  Except as otherwise expressly set forth in Section 15.6 below, 
for purposes hereof, in the event Tenant is a corporation, partnership, 
joint venture, trust or other entity other than a natural person, any 
change in the direct or indirect ownership of Tenant (other than pursuant 
to one or more publicly traded transfers of common stock) which results 
in a change of more than fifty percent (50%) in the direct or indirect 
ownership of Tenant shall be deemed to be an assignment within the 
meaning of this Section 15 and shall be subject to all the provisions 
hereof.  Any and all options, first rights of refusal, tenant improvement 
allowances and other similar rights granted to Tenant in this Lease, if 
any, shall not be assignable by Tenant (except for a permissible 
assignment to a Related Entity) unless expressly authorized in writing by 
Landlord.  As Additional Rent hereunder, Tenant shall pay to Landlord, 
within thirty (30) days of Landlord's written demand therefor, a fee in 
the amount of five hundred dollars ($500) plus Tenant shall reimburse 
Landlord for actual legal and other expenses incurred by Landlord in 
connection with any actual or proposed assignment or subletting.  
Notwithstanding anything to the contrary contained herein, if Tenant 
properly exercises the Expansion Option and leases the Expansion 
Premises, then during the first two (2) years of the initial term of the 
Lease for said Expansion Premises (the "EP Tolling Period") if Tenant 
permissibly subleases portions of the Expansion Premises (an "EP 
Sublease"), (A) Tenant shall not be required to pay to Landlord any 
portion of the Bonus Rent paid during the EP Tolling Period, and (B) 
Landlord shall not have the right to recapture the space subject to the 
EP Sublease during the EP Tolling Period.

        15.3    Recapture:  Except for an assignment to a Related Entity in 
accordance with the provisions of Section 15.6 of this Lease and except 
for an EP Sublease during the EP Tolling Period pursuant to the 
provisions of Section 15.2 hereof, in the event the sublease or 
assignment (i) by itself or taken together with prior sublease(s) or 
partial assignment(s) covers or totals, as the case may be, more than 
thirty-five percent (35%) of the rentable square feet of the Building or 
(ii) is for a term which by itself or taken together with then existing 
or pending subleases or partial assignments is greater than fifty percent 
(50%) of the period remaining in the Term of this Lease as of the time of 
the Proposed Effective Date, then Landlord shall have the right, to be 
exercised by giving written notice to Tenant within Landlord's Response 
Period, to recapture the space described in the sublease or assignment.  
If such recapture notice is given, it shall serve to terminate this Lease 
with respect to the proposed sublease or assignment space, or, if the 
proposed sublease or assignment space covers all the Premises, it shall 
serve to terminate the entire Term of this Lease in either case, as of 
the Proposed Effective Date.  However, no termination of this Lease with 
respect to part or all of the Premises shall become effective without the 
prior written consent, where necessary, of the holder of each deed of 
trust encumbering the Premises or any part thereof.  If this Lease is 
terminated pursuant to the foregoing with respect to less than the entire 
Premises, the Rent shall be adjusted on the basis of the proportion of 
square feet retained by Tenant to the square feet originally demised and 
this Lease as so amended shall continue thereafter in full force and 
effect.  Notwithstanding the foregoing or anything to the contrary 
contained in Section 15.4 hereof, Landlord shall not have the right to 
recapture the proposed sublease or assignment space if the proposed 
sublease or assignment is to an entity or party not considered to be a 
Related Entity under this Lease so long as Landlord is paid one hundred 
percent (100%) of the Bonus Rent (hereinafter defined) by Tenant, as 
Additional Rent, at the same time as the monthly installments of Rent are 
payable hereunder.

        15.4    Excess Sublease Rental or Assignment Consideration:  Subject 
to the provisions of Sections 15.2 and 15.3 hereof, in the event of any 
sublease or assignment of more than thirty-five percent (35%) of the 
Premises (in the aggregate) to an entity which is not a Related Entity 
where the rent or other consideration provided for or with respect to the 
sublease(s) or assignment(s) either initially or over the term of the 
sublease(s) or assignment(s) exceeds the Rent or pro rata portion of the 
Rent, as the case may be, for such space(s) reserved in the Lease, Tenant 
shall pay the Landlord monthly, as Additional Rent, at the same time as 
the monthly installments of Rent are payable hereunder, fifty percent 
(50%) of the excess of each such payment of rent or other consideration 
in excess of the Rent called for hereunder after deducting Tenant's 
actual but reasonable costs of subletting, including, but not limited to, 
advertising and then customary brokerage commissions and tenant 
improvement costs incurred with respect to such sublease(s) or 
assignment(s) (the "Bonus Rent").

        15.5    Waiver:  Notwithstanding any assignment or sublease, or any 
indulgences, waivers or extensions of time granted by Landlord to any 
assignee or sublessee, or failure by Landlord to take action against any 
assignee or sublessee, Tenant agrees that Landlord may, at its option, 
proceed against Tenant without having taken action against or joined such 
assignee or sublessee, except that Tenant shall have the benefit of any 
indulgences, waivers and extensions of time granted to any such assignee 
or sublessee.

        15.6    Related Entity Exception:  Notwithstanding anything to the 
contrary contained in this Section 15 and so long as Tenant (a) is not in 
default of any of its obligations under this Lease beyond any applicable 
notice and cure periods, and (b) complies with all of the requirements of 
this Section 15.6, Tenant shall not be required to obtain Landlord's 
prior written consent in any of the following instances:

       (i)     to any assignment or sublease to any franchisee, customer in 
the ordinary course of business, joint venture partner or any entity 
controlled or under common control with Tenant or to a parent or 
wholly-owned subsidiary of Tenant (as such terms may be defined in 
Rule 12b-2 of the Securities Exchange Act of 1934, as amended or 
supplemented from time to time), and in the case of a sublease, each 
subtenant's use of said subleased space conforms to the provisions 
of this Lease, and in particular, Section 9 hereof; and

       (ii)    to any assignment to Tenant's successor in interest by 
merger, consolidation, or acquisition of substantially all of 
Tenant's assets.

        Tenant shall deliver to Landlord a photocopy of the assignment or 
sublease on or about the effective date thereof.  The assignee or 
subtenant shall use the Premises in accordance with the uses permitted 
herein, and in particular, under Section 9 hereof, and shall be subject 
to all other terms, covenants and provisions of this Lease.  As a 
condition precedent to any assignment or sublease made under this Section 
15.6, Tenant shall give Landlord at least ten (10) business days' written 
notice of its intention to assign this Lease or to sublet all or any 
portion of the Premises, which notice shall include: (A) notice that 
Tenant intends to assign or sublease under Section 15.6 of the Lease; (B) 
the terms and conditions of the assignment or sublease, including without 
limitation, the identity of said assignee or subtenant; and (C) 
sufficient financial information to enable Landlord to determine whether 
or not the assignee or Tenant's successor in interest has satisfied the 
financial criterion set forth in subsection (ii) above.  No assignment or 
subletting under or pursuant to the provisions of this Section 15.6 shall 
affect the continuing primary liability of Tenant (which, following 
assignment, shall be joint and several with the assignee) throughout the 
Term of this Lease, and Tenant shall not be released from performing any 
of the terms, covenants and conditions of this Lease throughout the Term 
of this Lease.  An assignee of Tenant under or pursuant to the provisions 
of this Section 15.6 shall become directly liable to Landlord for all 
obligations of Tenant hereunder, but no sublease or assignment by Tenant 
under or pursuant to the provisions of this Section 15.6 shall relieve 
Tenant of any liability under this Lease.  For purposes of this Lease the 
term "Related Entity" shall mean and refer to an entity which conforms 
with the requirements of this Section 15.6.


16. AD VALOREM TAXES

Prior to delinquency, Tenant shall pay all taxes and assessments levied 
upon trade fixtures, alterations, additions, improvements, inventories 
and personal property located and/or installed on or in the Premises by, 
or on behalf of, Tenant; and if requested by Landlord, Tenant shall 
promptly deliver to Landlord copies of receipts for payment of all such 
taxes and assessments.  To the extent any such taxes are not separately 
assessed or billed to Tenant, Tenant shall pay the amount thereof as 
invoiced by Landlord, subject to Tenant's ability to audit as provided in 
Section 6.5 hereof.


17. SUBORDINATION

Subject to the provisions of this Section 17 with respect to obtaining a 
reasonably acceptable subordination, non-disturbance and attornment 
agreement, at the election of Landlord or any bona fide mortgagee or deed 
of trust beneficiary with a lien on all or any portion of the Premises or 
any ground lessor with respect to the land of which the Premises are a 
part, the rights of Tenant under this Lease and this Lease shall be 
subject and subordinate at all times to: (i) all ground leases or 
underlying leases which may hereafter be executed affecting the Building 
or the land upon which the Building is situated or both, and (ii) the 
lien of any mortgage or deed of trust which may now exist or hereafter be 
executed in any amount for which the Building, the Lot, ground leases or 
underlying leases, or Landlord's interest or estate in any of said items 
is specified as security.  Notwithstanding the foregoing but subject to 
the provisions of this Section 17, Landlord or any such ground lessor, 
mortgagee, or any beneficiary shall have the right to subordinate or 
cause to be subordinated any such ground leases or underlying leases or 
any such liens to this Lease.  If any ground lease or underlying lease 
terminates for any reason or any mortgage or deed of trust is foreclosed 
or a conveyance in lieu of foreclosure is made for any reason, Tenant 
shall, notwithstanding any subordination, attorn to and become the Tenant 
of the successor in interest to Landlord, and such successor in interest 
will not disturb Tenant's use, occupancy or quiet enjoyment of the 
Premises so long as Tenant is not in default (beyond applicable notice 
and cure periods, if any) of the terms and provisions of this Lease.  The 
successor in interest to Landlord following foreclosure, sale or deed in 
lieu thereof shall not be (a) liable for any act or omission of any prior 
lessor or with respect to events occurring prior to acquisition of 
ownership; (b) subject to any offsets or defenses which Tenant might have 
against any prior lessor; or (c) bound by prepayment of more than one (1) 
month's Rent; or (d) liable to Tenant for any Security Deposit not 
actually received by such successor in interest to the extent any portion 
or all of such Security Deposit has not already been forfeited by, or 
refunded to, Tenant.  Landlord shall be liable to Tenant for all or any 
portion of the Security Deposit not forfeited by, or refunded to Tenant, 
until and unless Landlord transfers such Security Deposit to the 
successor in interest.  Tenant covenants and agrees to execute (and 
acknowledge if required by Landlord, any lender or ground lessor) and 
deliver, within ten (10) days of a demand or request by Landlord and in a 
commercially reasonable form requested by Landlord, ground lessor, 
mortgagee or beneficiary (provided such document(s) does not materially 
and adversely affect Tenant's rights hereunder), any additional documents 
evidencing the priority or subordination of this Lease with respect to 
any such ground leases or underlying leases or the lien of any such 
mortgage or deed of trust.  Tenant's failure to timely execute and 
deliver such additional documents shall, at Landlord's option, constitute 
a material default hereunder.  It is further agreed that Tenant shall be 
liable to Landlord, and shall indemnify Landlord from and against any 
loss, cost, damage or expense, incidental, consequential, or otherwise, 
arising or accruing directly or indirectly, from any wrongful failure of 
Tenant to execute or deliver to Landlord any such additional documents.  
Tenant hereby acknowledges that as of the date on which Landlord and 
Tenant execute this Lease there is a deed of trust encumbering, and in 
force against, the Premises and the Lot in favor of Credit Suisse First 
Boston Mortgage Capital LLC (the "Current Lender").  Simultaneously with 
Tenant's execution and delivery of this Lease, Tenant shall sign, 
notarize and deliver a subordination, non-disturbance and attornment 
agreement substantially in the form of Exhibit G attached hereto, 
entitled "Subordination, Non-Disturbance and Attornment Agreement."  
Within twenty (20) business days after both parties have executed this 
Lease, Landlord shall deliver to Tenant a copy of the fully executed 
Subordination, Non-Disturbance and Attornment Agreement, or if the 
Current Lender records said agreement, an endorsed copy of said 
agreement.  If Landlord at any time during the Term of the Lease causes 
the Premises and the Lot to be encumbered by a new deed of trust or 
mortgage pursuant to which the beneficiary of such deed of trust or 
mortgage is a party or entity other than the Current Lender, the parties 
acknowledge and agree that the form of any non-disturbance and attornment 
agreement that may be requested to be executed and delivered by Tenant in 
connection therewith will not be the "Non-Disturbance and Attornment 
Agreement" attached to the Lease as Exhibit G, but will be in 
substantially the same form as Exhibit G hereto.  If the foregoing occurs 
and/or if any party which acquires, or otherwise succeeds to, Landlord's 
interest in the Premises or the Lot (including without limitation, any 
ground lessee) encumbers or places a lien against the Premises, the 
Building or the Lot with a mortgage, deed of trust or similar security 
instrument and the beneficiary thereof requires this Lease to be 
subordinated to such encumbrance or lien, Landlord or the successor of 
Landlord will use commercially reasonable efforts to provide to Tenant a 
subordination, non-disturbance and attornment agreement in form 
reasonably acceptable to Landlord or such successor of Landlord, the 
subject beneficiary and Tenant and substantially the same as Exhibit G 
hereto.  If said subordination, non-disturbance and attornment agreement 
is required and agreed upon by the aforesaid parties, Landlord or the 
successor of Landlord, the subject beneficiary and Tenant shall cause any 
such subordination, non-disturbance and attornment agreement to be 
executed, acknowledged and recorded concurrently with, or as soon as 
practicable after, the execution and recordation of any such lien, deed 
of trust or mortgage.  In addition to the foregoing, if Landlord enters 
into a ground lease with regard to the Building and/or the Lot and such 
ground lessee requires this Lease to be subordinated to such ground 
lease, the ground lessee and ground lessor will use commercially 
reasonable efforts to provide to Tenant a subordination, non-disturbance 
and attornment agreement in form reasonably acceptable to such ground 
lessee, ground lessor, any beneficiary of ground lessee, and to Tenant.


18. RIGHT OF ENTRY

Except in the event of an emergency which if not responded to immediately 
poses an imminent risk of injury to persons or damage to property (in 
which instances only prior notice shall not be required, however, 
Landlord or its agents shall be accompanied by a representative of Tenant 
if required herein) Landlord or its representatives, contractors, agents, 
lenders, employees and prospective buyers (collectively, the "Landlord 
Representatives") may enter the Premises upon twenty-four (24) hours 
prior notice and, provided that the Premises are wholly fenced or gated 
and there is a security guard on-site, accompanied by Tenant's personnel 
or representative for purposes of inspection, exhibition, posting of 
notices, repair or alteration, including without limitation, for purposes 
of responding to any release or discharge of Hazardous Materials in, on 
or about the Premises.  Tenant covenants that a representative of Tenant 
will be available to accompany Landlord and the Landlord Representatives 
at all times.  Additionally, Tenant covenants and agrees that it shall 
hire and maintain a security guard and other security personnel seven (7) 
days a week, 24 hours a day throughout the Lease Term so long as the 
Premises are wholly fenced or there is a gate.  During the last ten (10) 
months of the Lease Term, Landlord shall have the right to place "for 
rent" or "for lease" signs on the outside of the Building and in the 
parking lot of the Premises.  Landlord shall also have the right to place 
"for sale" signs on the outside of the Building and in the parking lot of 
the Premises.  Except in the event of an emergency, Landlord and 
Landlord's Representatives shall, as a condition of entry, execute 
Tenant's standard confidentiality and non-disclosure agreement which 
Tenant requires of all visitors to its Premises in the form of Exhibit H 
attached hereto.  Tenant shall deliver to Landlord and the Landlord 
Representatives a full and complete copy of any security manuals with 
respect to Tenant's operations in the Premises.


19. ESTOPPEL CERTIFICATE

Tenant shall execute (and acknowledge if required by any Lender or ground 
lessor) and deliver to Landlord, within ten (10) days after Landlord 
provides such to Tenant, a statement in writing certifying that this 
Lease is unmodified and in full force and effect (or, if modified, 
stating the nature of such modification), the date to which the Rent and 
other charges are paid in advance, if any, acknowledging that there are 
not, to Tenant's knowledge, any uncured defaults on the part of Landlord 
hereunder or specifying such defaults as are claimed, and such other 
matters as Landlord may reasonably require.  Any such statement may be 
conclusively relied upon by Landlord and any prospective purchaser or 
encumbrancer of the Premises.  Tenant's failure to deliver such statement 
within such time shall be conclusive upon the Tenant that the information 
contained in said estoppel certificate is true, correct and complete in 
all respects, including without limitation, that (a) this Lease is in 
full force and effect, without modification except as may be represented 
by Landlord, (b) there are no uncured defaults in Landlord's performance, 
and (c) not more than one month's Rent has been paid in advance.  Failure 
by Tenant to so deliver such certified estoppel certificate shall be a 
material default of the provisions of this Lease.  Tenant shall be liable 
to Landlord, and shall indemnify Landlord from and against any loss, 
cost, damage or expense, incidental, consequential, or otherwise, arising 
or accruing directly or indirectly, from any failure of Tenant to execute 
or deliver to Landlord any such certified estoppel certificate.

        Landlord shall execute (and acknowledge if required by any lender) 
and deliver to Tenant, within ten (10) business days after Tenant provides 
such to Landlord, a statement in writing certifying that, to the best of 
Landlord's actual knowledge) this Lease is unmodified and in full force 
and effect (or, if modified, stating the nature of such modification), the 
date to which the Base Rent and other charges are paid in advance, if any 
and acknowledging that there are not, to Landlord's actual knowledge, any 
uncured defaults on the part of Tenant hereunder or specifying such 
defaults as are claimed.  Any such statement may be conclusively relied 
upon by Tenant and any prospective lender, joint venturer or purchaser of 
Tenant.  Landlord's failure to deliver such statement within such time 
shall be conclusive upon the Landlord that (a) this Lease is in full force 
and effect, without modification except as may be represented by Tenant; 
(b) there are no uncured defaults in Tenant's performance; and (c) not 
more than one month's Rent has been paid in advance.


20. TENANT'S DEFAULT

The occurrence of any one or more of the following events shall, at 
Landlord's option, constitute a material default by Tenant of the 
provisions of this Lease:

20.1 The abandonment of the Premises by Tenant or the vacation of 
the Premises by Tenant which would cause any insurance policy to be 
invalidated or otherwise lapse.

20.2 The failure by Tenant to make any payment of Rent, Additional 
Rent or any other payment required hereunder on the date said payment is 
due;

20.3 The failure by Tenant to observe, perform or comply with any 
of the conditions, covenants or provisions of this Lease (except failure 
to make any payment of Rent and/or Additional Rent) and such failure is 
not cured within (i) thirty (30) days of the date on which Landlord 
delivers written notice of such failure to Tenant for all failures other 
than with respect to (a) Hazardous Materials (defined in Section 29 
hereof), (b) Tenant making the repairs, maintenance and replacements 
required under the provisions of Section 11.1 hereof, or (c) the timely 
delivery by Tenant of a subordination, non-disturbance and attornment 
agreement, an assignment or sublease agreement, an estoppel certificate 
and insurance certificates, (ii) ten (10) business days of the date on 
which Landlord delivers written notice of such failure to Tenant for all 
failures in any way related to Hazardous Materials or Tenant failing to 
timely make the repairs, maintenance or replacements required by Section 
11.1, and (iii) the time period specified in the applicable sections of 
this Lease with respect to subordination, assignment and sublease, 
estoppel certificates and insurance.  However, Tenant shall not be in 
default of its obligations hereunder if such failure (other than any 
failure of Tenant to timely and properly make the repairs, maintenance, 
or replacements required by Section 11.1, or timely deliver a 
subordination, non-disturbance and attornment agreement, an assignment or 
sublease agreement, an estoppel certificate or insurance certificates, 
for which no additional cure period shall be given to Tenant) cannot 
reasonably be cured within such thirty (30) or ten (10) business day 
period, as applicable, and Tenant promptly commences, and thereafter 
diligently proceeds with same to completion, all actions necessary to 
cure such failure as soon as is reasonably possible, but in no event 
shall the completion of such cure be later than sixty (60) days after the 
date on which Landlord delivers to Tenant written notice of such failure, 
unless Landlord, acting reasonably and in good faith, otherwise expressly 
agrees in writing to a longer period of time based upon the circumstances 
relating to such failure as well as the nature of the failure and the 
nature of the actions necessary to cure such failure;

20.4 The making of a general assignment by Tenant for the benefit 
of creditors, the filing of a voluntary petition by Tenant or the filing 
of an involuntary petition by any of Tenant's creditors seeking the 
rehabilitation, liquidation, or reorganization of Tenant under any law 
relating to bankruptcy, insolvency or other relief of debtors and, in the 
case of an involuntary action, the failure to remove or discharge the 
same within sixty (60) days of such filing, the appointment of a receiver 
or other custodian to take possession of substantially all of Tenant's 
assets or this leasehold, Tenant's insolvency or inability to pay 
Tenant's debts or failure generally to pay Tenant's debts when due, any 
court entering a decree or order directing the winding up or liquidation 
of Tenant or of substantially all of Tenant's assets, Tenant taking any 
action toward the dissolution or winding up of Tenant's affairs, the 
cessation or suspension of Tenant's use of the Premises, or the 
attachment, execution or other judicial seizure of substantially all of 
Tenant's assets or this leasehold;

20.5 Tenant's use or storage of Hazardous Materials in, on or 
about any portion of the Premises or the Park other than as expressly 
permitted by the provisions of Section 29 below; or

20.6 The intentional making of any material misrepresentation or 
omission by Tenant in any materials delivered by or on behalf of Tenant 
to Landlord pursuant to this Lease.


21. REMEDIES FOR TENANT'S DEFAULT

21.1    Landlord's Rights:  In the event of Tenant's material default 
under this Lease, Landlord may terminate Tenant's right to possession of 
the Premises by any lawful means in which case upon delivery of written 
notice by Landlord this Lease shall terminate on the date specified by 
Landlord in such notice and Tenant shall immediately surrender possession 
of the Premises to Landlord.  In addition, the Landlord shall have the 
immediate right of re-entry whether or not this Lease is terminated, and 
if this right of re-entry is exercised following abandonment of the 
Premises by Tenant, Landlord may consider any personal property belonging 
to Tenant and left on the Premises to also have been abandoned.  No re-
entry or taking possession of the Premises by Landlord pursuant to this 
Section 21 shall be construed as an election to terminate this Lease 
unless a written notice of such intention is given to Tenant.  If 
Landlord relets the Premises or any portion thereof, (i) Tenant shall be 
liable immediately to Landlord for all costs Landlord incurs in reletting 
the Premises or any part thereof, including, without limitation, broker's 
commissions, expenses of cleaning, redecorating, and further improving 
the Premises and other similar costs (collectively, the "Reletting 
Costs"), and (ii) the rent received by Landlord from such reletting shall 
be applied to the payment of, first, any indebtedness from Tenant to 
Landlord other than Base Rent, Operating Expenses, and Tax Expenses; 
second, all costs including maintenance, incurred by Landlord in 
reletting; and, third, Base Rent, Operating Expenses and Tax Expenses and 
all other sums due under this Lease.  Any and all of the Reletting Costs 
shall be fully chargeable to Tenant and shall not be prorated or 
otherwise amortized in relation to any new lease for the Premises or any 
portion thereof.  After deducting the payments referred to above, any sum 
remaining from the rental Landlord receives from reletting shall be held 
by Landlord and applied in payment of future Rent as Rent becomes due 
under this Lease.  In no event shall Tenant be entitled to any excess 
rent received by Landlord.  Reletting may be for a period shorter or 
longer than the remaining term of this Lease.  No act by Landlord other 
than giving written notice to Tenant shall terminate this Lease.  Acts of 
maintenance, efforts to relet the Premises or the appointment of a 
receiver on Landlord's initiative to protect Landlord's interest under 
this Lease shall not constitute a termination of Tenant's right to 
possession.  So long as this Lease is not terminated, Landlord shall have 
the right to remedy any default of Tenant, to maintain or improve the 
Premises, to cause a receiver to be appointed to administer the Premises 
and new or existing subleases and to add to the Rent payable hereunder 
all of Landlord's reasonable costs in so doing, with interest at the 
maximum rate permitted by law from the date of such expenditure.

21.2    Damages Recoverable:  If Tenant breaches this Lease and 
abandons the Premises before the end of the Term, or if Tenant's right to 
possession is terminated by Landlord because of a breach or default under 
this Lease, then in either such case, Landlord may recover from Tenant 
all damages suffered by Landlord as a result of Tenant's failure to 
perform its obligations hereunder, including, but not limited to, the 
unamortized cost of any Tenant Improvements constructed by or on behalf 
of Tenant pursuant to Exhibit B hereto, the unamortized portion of any 
broker's or leasing agent's commission incurred with respect to the 
leasing of the Premises to Tenant for the balance of the Term of the 
Lease remaining after the date on which Tenant is in default of its 
obligations hereunder, and all reasonable Reletting Costs, and the worth 
at the time of the award (computed in accordance with paragraph (3) of 
Subdivision (a) of Section 1951.2 of the California Civil Code) of the 
amount by which the Rent then unpaid hereunder for the balance of the 
Lease Term exceeds the amount of such loss of Rent for the same period 
which Tenant proves could be reasonably avoided by Landlord and in such 
case, Landlord prior to the award, may relet the Premises for the purpose 
of mitigating damages suffered by Landlord because of Tenant's failure to 
perform its obligations hereunder; provided, however, that even though 
Tenant has abandoned the Premises following such breach, this Lease shall 
nevertheless continue in full force and effect for as long as Landlord 
does not terminate Tenant's right of possession, and until such 
termination, Landlord shall have the remedy described in Section 1951.4 
of the California Civil Code (Landlord may continue this Lease in effect 
after Tenant's breach and abandonment and recover Rent as it becomes due, 
if Tenant has the right to sublet or assign, subject only to reasonable 
limitations) and may enforce all its rights and remedies under this 
Lease, including the right to recover the Rent from Tenant as it becomes 
due hereunder.  The "worth at the time of the award" within the meaning 
of Subparagraphs (a)(1) and (a)(2) of Section 1951.2 of the California 
Civil Code shall be computed by allowing interest at the rate of ten 
percent (10%) per annum.  Tenant waives redemption or relief from 
forfeiture under California Code of Civil Procedure Sections 1174 and 
1179, or under any other present or future law, in the event Tenant is 
evicted or Landlord takes possession of the Premises by reason of any 
default of Tenant hereunder.

21.3    Rights and Remedies Cumulative:  The foregoing rights and 
remedies of Landlord are not exclusive; they are cumulative in addition 
to any rights and remedies now or hereafter existing at law, in equity by 
statute or otherwise, or to any equitable remedies Landlord may have, and 
to any remedies Landlord may have under bankruptcy laws or laws affecting 
creditor's rights generally.  In addition to all remedies set forth 
above, if Tenant has at any time been in Chronic Default of its 
obligations hereunder during the Term of this Lease, all options granted 
to Tenant hereunder shall automatically terminate, unless otherwise 
expressly agreed to in writing by Landlord.

21.4    Waiver of a Default:  The waiver by Landlord of any default 
of any provision of this Lease shall not be deemed or construed a waiver 
of any other default by Tenant hereunder or of any subsequent default of 
this Lease, except for the default specified in the waiver.


22. HOLDING OVER

If Tenant holds possession of the Premises after the expiration of the 
Term of this Lease with Landlord's consent, Tenant shall become a tenant 
from month-to-month upon the terms and provisions of this Lease, provided 
the monthly Base Rent during such hold over period shall be 125% of the 
Base Rent due on the last month of the Lease Term, payable in advance on 
or before the first day of each month.  Acceptance by Landlord of the 
monthly Base Rent without the additional twenty-five percent (25%) 
increase of Base Rent shall not be deemed or construed as a waiver by 
Landlord of any of its rights to collect the increased amount of the Base 
Rent as provided herein at any time.  Such month-to-month tenancy shall 
not constitute a renewal or extension for any further term.  All options, 
if any, granted under the terms of this Lease shall be deemed 
automatically terminated and be of no force or effect during said month-
to-month tenancy.  Tenant shall continue in possession until such tenancy 
shall be terminated by either Landlord or Tenant giving written notice of 
termination to the other party at least thirty (30) days prior to the 
effective date of termination.  This paragraph shall not be construed as 
Landlord's permission for Tenant to hold over.  Acceptance of Base Rent 
by Landlord following expiration or termination of this Lease shall not 
constitute a renewal of this Lease.


23. LANDLORD'S DEFAULT

Landlord shall not be deemed in breach or default of this Lease unless 
Landlord fails within a reasonable time to perform an obligation required 
to be performed by Landlord hereunder.  For purposes of this provision, 
except for Emergency Repairs (defined below), a reasonable time shall not 
be less than thirty (30) days after receipt by Landlord of written notice 
specifying the nature of the obligation Landlord has not performed; 
provided, however, that if the nature of Landlord's obligation is such 
that more than thirty (30) days, after receipt of written notice, is 
reasonably necessary for its performance, then Landlord shall not be in 
breach or default of this Lease if performance of such obligation is 
commenced within such thirty (30) day period and thereafter diligently 
pursued to completion.  For purposes of this provision, "Emergency 
Repairs" shall mean those repairs which are the express obligation of 
Landlord and which if not made immediately are very likely to pose a 
material and imminent risk of injury to persons or substantial damage to 
property.  Emergency Repair shall be commenced by Landlord within two (2) 
business days after notice and diligently pursued to completion; however, 
Tenant shall promptly provide to Landlord follow-up written notice 
thereof.


24. PARKING

Subject to reduction due to a casualty or condemnation, Tenant shall have 
throughout the Term of this Lease, without a fee or charge, the number of 
parking spaces specified in the Basic Lease Information.  Such parking 
shall be provided in the Premises and Landlord shall not grant other or 
additional rights to use the parking areas within the Premises.  Landlord 
shall exercise reasonable efforts to insure that such spaces are 
available to Tenant for its use, but Landlord shall not be required to 
enforce Tenant's right to use the same.


25. SALE OF PREMISES

In the event of any sale of the Premises by Landlord or the cessation 
otherwise of Landlord's interest therein, Landlord shall be entirely 
released from any and all of its obligations to further perform under 
this Lease and from all liability hereunder to the extent such 
obligations or liability arises or accrues from or after the date of such 
sale.  Notwithstanding the foregoing, such successor in interest shall 
assume, in writing, Landlord's obligations hereunder to the extent first 
arising and accruing from and after the date of such transfer and 
Landlord shall notify Tenant of such in writing on or after the date of 
such conveyance.  For purposes of this Section 25, the term "Landlord" 
means only the owner and/or agent of the owner as such parties exist as 
of the date on which Tenant executes this Lease.  A ground lease or 
similar long term lease by Landlord of the entire Building or the Park, 
of which the Premises are a part, shall be deemed a sale within the 
meaning of this Section 25.  Tenant agrees to attorn to such new owner 
provided such new owner does not disturb Tenant's use, occupancy or quiet 
enjoyment of the Premises so long as Tenant is not in default of any of 
the provisions of this Lease.


26. WAIVER

No delay or omission in the exercise of any right or remedy of Landlord 
on any default by Tenant shall impair such a right or remedy or be 
construed as a waiver.  The subsequent acceptance of Rent by Landlord 
after default by Tenant of any covenant or term of this Lease shall not 
be deemed a waiver of such default, other than a waiver of timely payment 
for the particular Rent payment involved, and shall not prevent Landlord 
from maintaining an unlawful detainer or other action based on such 
breach.  No payment by Tenant or receipt by Landlord of a lesser amount 
than the monthly Rent and other sums due hereunder shall be deemed to be 
other than on account of the earliest Rent or other sums due, nor shall 
any endorsement or statement on any check or accompanying any check or 
payment be deemed an accord and satisfaction; and Landlord may accept 
such check or payment without prejudice to Landlord's right to recover 
the balance of such Rent or other sum or pursue any other remedy provided 
in this Lease.  No failure, partial exercise or delay on the part of the 
Landlord in exercising any right, power or privilege hereunder shall 
operate as a waiver thereof.


27. CASUALTY DAMAGE

27.1 Casualty.  If the Premises or any part thereof (excluding the 
Tenant Improvements and any other alterations, additions  or improvements 
installed by or for the benefit of Tenant) shall be damaged or destroyed 
by fire or other casualty, Tenant shall give immediate written notice 
thereof to Landlord.  Within sixty (60) days after receipt by Landlord of 
such notice, Landlord shall notify Tenant, in writing, whether the 
necessary repairs can reasonably be made: (a) within one hundred twenty 
(120) days; or (b) in more than one hundred twenty (120) days, from the 
date of such notice.

27.1.1 Minor Insured Damage.  If the Premises are damaged only 
to such extent that repairs, rebuilding and/or restoration can be 
reasonably completed within one hundred twenty (120) days, subject 
to the provisions hereof, this Lease shall not terminate and, 
provided that insurance proceeds are available to fully repair the 
damage or, at Tenant's election to be made within ten (10) business 
days of being notified of said shortfall, Tenant contributes any 
shortfall in insurance proceeds, Landlord shall repair the Premises 
to substantially the same condition that existed prior to the 
occurrence of such casualty, except Landlord shall not be required 
to rebuild, repair, or replace the Tenant Improvements or any 
alterations, additions or improvements installed by or for the 
benefit of Tenant or any part of Tenant's Property.  The Rent 
payable hereunder shall be abated proportionately from the date and 
to the extent such damage or destruction materially interferes with 
Tenant's use or occupancy of the Premises but only to the extent 
rental loss insurance proceeds are received by Landlord.  
Notwithstanding the foregoing, if insurance proceeds are not 
available to fully repair the damage and Tenant elects not to 
contribute said shortfall or fails to timely notify Landlord of 
said election, then Landlord may terminate this Lease by delivering 
written notice thereof to Tenant.  If Landlord elects to terminate 
this Lease, Rent shall be abated from the date Tenant actually 
vacates the Premises.

27.1.2 Major Insured Damage.  If the Premises are damaged to 
such extent that repairs, rebuilding and/or restoration cannot be 
reasonably completed within one hundred twenty (120) days, then 
either Landlord or Tenant may terminate this Lease by giving 
written notice within twenty (20) days after notice from Landlord 
regarding the time period of repair.  If either party notifies the 
other of its intention to so terminate the Lease, then this Lease 
shall terminate and the Rent shall be abated from the date Tenant 
actually vacates the Premises; provided, however, if Landlord 
elects to terminate this Lease due to a shortfall of insurance 
proceeds to fully repair said damage, then within ten (10) days 
after Landlord notifies Tenant of same, Tenant may elect to require 
Landlord to rescind said termination if, and only if, Tenant 
unconditionally and conclusively agrees to fully, promptly and 
completely pay to Landlord the entirety of any actual shortfall of 
insurance proceeds.  If neither party elects to terminate this 
Lease or if Tenant timely elects to so contribute any shortfall in 
funds to allow Landlord to fully repair the damage and Landlord 
rescinds its election to terminate this Lease, Landlord shall 
promptly commence and diligently prosecute to completion the 
repairs to the Premises, provided insurance proceeds are available 
to fully repair the damage or Tenant contributes any shortfall in 
insurance proceeds (except that Landlord shall not be required to 
rebuild, repair, or replace The Tenant Improvements, or any 
alterations, additions or improvements installed by or for the 
benefit of Tenant or any part of Tenant's Property).  During the 
time when Landlord is prosecuting such repairs to completion, the 
Rent payable hereunder shall be abated proportionately from the 
date and to the extent such damage or destruction materially 
interferes with Tenant's use or occupancy of the Premises or 
portion thereof, as applicable, but only to the extent rental loss 
insurance proceeds are received by Landlord.

27.1.3 Damage Near End of Term.  Notwithstanding anything to 
the contrary contained in this Lease except for the provisions of 
Section 27.2 below, if the Premises are damaged or destroyed during 
the last year of the then applicable term of this Lease, Landlord 
may, at its option, cancel and terminate this Lease by giving 
written notice to Tenant of its election to do so within sixty (60) 
days after receipt by Landlord of notice from Tenant of the 
occurrence of such casualty.  If Landlord so elects to terminate 
this Lease, all rights of Tenant hereunder shall cease and 
terminate ten (10) business days after Tenant's receipt of such 
notice.

27.2 Tenant's or Tenant's Representative's Fault.  If any portion 
of the Premises is damaged or destroyed due to the fault, negligence 
(active or passive) or breach of this Lease by Tenant or any of Tenant's 
Representatives, Rent shall not be diminished during the repair of such 
damage and Tenant shall be liable to Landlord for the cost of the repair 
caused thereby to the extent such cost is not covered by any insurance 
proceeds.  In addition, notwithstanding any to the contrary contained 
herein, Tenant shall not have any rights to terminate this Lease pursuant 
to the provisions of this Section 27.

27.3 Uninsured Casualty.  Tenant shall be responsible for and 
shall pay to Landlord, as Additional Rent, any deductible amounts under 
the property insurance policies for the Premises and/or the Park.  If any 
portion of the Premises is damaged and is not fully covered by insurance 
proceeds received by Landlord (and Tenant elects not to pay any such 
difference) or if the holder of any indebtedness secured by the Premises 
requires that the insurance proceeds be applied to such indebtedness, 
then Landlord or Tenant shall also have the right to terminate this Lease 
by delivering written notice of termination to the other party within 
thirty (30) days after the date of Landlord's delivery of notice to 
Tenant of any such event, whereupon all rights and obligations shall 
cease and terminate hereunder, except for those obligations expressly 
intended to survive any such termination of this Lease.  If Tenant or 
Landlord elects to terminate this Lease due to any such casualty or 
damage to the Premises in accordance with the provisions of this Section 
27, Tenant shall use all diligent efforts to vacate the Premises as 
quickly as possible after the occurrence of such damage or casualty.

27.4 Tenant's Waiver.  Landlord shall not be liable for any 
inconvenience or annoyance to Tenant, injury to the business of Tenant, 
loss of use of any part of the Premises by Tenant or loss of Tenant's 
Property, resulting in any way from such damage, destruction or the 
repair thereof, except that, Landlord shall allow Tenant a fair 
diminution of Rent during the time and to the extent the Premises are 
unfit for occupancy as specifically provided above in this Section 27.  
With respect to any damage or destruction which Landlord is obligated to 
repair or may elect to repair, Tenant hereby waives all rights to 
terminate this Lease, except as otherwise expressly permitted hereunder, 
or offset any amounts against Rent pursuant to rights accorded Tenant by 
any Law currently existing or hereafter enacted, including but not 
limited to, all rights pursuant to the provisions of Sections 1932(2.), 
1933(4.), 1941 and 1942 of the California Civil Code, as the same may be 
amended, substituted or supplemented from time to time.


28. CONDEMNATION

If twenty-five percent (25%) or more of the Premises is condemned by 
eminent domain, inversely condemned or sold in lieu of condemnation for 
any public or quasi-public use or purpose ("Condemned"), then Tenant or 
Landlord may terminate this Lease as of the date when physical possession 
of the Premises is taken and title vests in such condemning authority, 
and Rent shall be adjusted to the date of termination.  Tenant shall not 
because of such condemnation assert any claim against Landlord or the 
condemning authority for any compensation because of such condemnation, 
and Landlord shall be entitled to receive the entire amount of any award 
without deduction for any estate of interest or other interest of Tenant; 
provided, however, the foregoing provisions shall not preclude Tenant, at 
Tenant's sole cost and expense, from obtaining any separate award to 
Tenant for loss of or damage to Tenant's trade fixtures and removable 
personal property or for damages for cessation or interruption of 
Tenant's business provided such award is separate from Landlord's award 
and provided further such separate award does not diminish nor impair the 
award otherwise payable to Landlord.  In addition to the foregoing, 
Tenant shall be entitled to seek compensation for the relocation costs 
recoverable by Tenant pursuant to the provisions of California Government 
Code Section 7262.  If neither party elects to terminate this Lease, 
Landlord shall, if necessary, promptly proceed to restore the Premises to 
substantially its same condition prior to such partial condemnation, 
allowing for the reasonable effects of such partial condemnation, and a 
proportionate allowance shall be made to Tenant, on a square foot basis, 
for the Rent corresponding to the time during which, and to the part of 
the Premises of which, Tenant is deprived on account of such partial 
condemnation and restoration.  Landlord shall not be required to spend 
funds for restoration in excess of the amount received by Landlord as 
compensation awarded.


29. ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS

29.1 Hazardous Materials Disclosure Certificate:  Prior to 
executing this Lease, Tenant has completed, executed and delivered to 
Landlord Tenant's initial Hazardous Materials Disclosure Certificate (the 
"Initial HazMat Certificate"), a copy of which is attached hereto as 
Exhibit E and incorporated herein by this reference.  Tenant covenants, 
represents and warrants to Landlord that the information on the Initial 
HazMat Certificate is true and correct and accurately describes the use(s) 
of Hazardous Materials which will be made and/or used on the Premises by 
Tenant.  Tenant shall commencing with the date which is one year from the 
Commencement Date and continuing every year thereafter, complete, execute, 
and deliver to Landlord, a Hazardous Materials Disclosure Certificate 
("the "HazMat Certificate") describing Tenant's present use of Hazardous 
Materials on the Premises,  and any other reasonably necessary documents 
related to such Hazardous Materials as requested by Landlord.  The HazMat 
Certificate required hereunder shall be in substantially the form as that 
which is attached hereto as Exhibit D.  Landlord has approved the Initial 
HazMat Certificate; however, any such approval by Landlord shall not be 
construed to relieve Tenant from its obligations and/or any liabilities 
under this Section 29.

29.2 Definition of Hazardous Materials:  As used in this Lease, the 
term Hazardous Materials shall mean and include (a) any hazardous or toxic 
wastes, materials or substances, and other pollutants or contaminants, 
which are or become regulated by any Environmental Laws; (b) petroleum, 
petroleum by products, gasoline, diesel fuel, crude oil or any fraction 
thereof; (c) asbestos and asbestos containing material, in any form, 
whether friable or non-friable; (d) polychlorinated biphenyls; (e) 
radioactive materials; (f) lead and lead-containing materials, and 
carcinogens; (g) any other material, waste or substance displaying toxic, 
reactive, ignitable or corrosive characteristics, as all such terms are 
used in their broadest sense, and are defined or become defined by any 
Environmental Law (defined below); or (h) any materials which cause or 
threatens to cause a nuisance upon or waste to any portion of the 
Premises, the Lot, the Park or any surrounding property; or poses or 
threatens to pose a hazard to the health and safety of persons on the 
Premises or any surrounding property.

29.3 Prohibition; Environmental Laws:  Except for those Hazardous 
Materials of the type and in the quantities specified in the Initial 
HazMat Certificate and in the HMMP (defined below), Tenant shall not be 
entitled to use nor store any Hazardous Materials on, in, or about the 
Premises, the Lot and the Park, or any portion of the foregoing, without, 
in each instance, obtaining Landlord's prior written consent thereto.  If 
Landlord consents to any such usage or storage, then Tenant shall be 
permitted to use and/or store only those Hazardous Materials that are 
necessary for Tenant's business and to the extent disclosed in the Initial 
HazMat Certificate and as expressly approved by Landlord in writing, 
provided that such usage and storage is only to the extent of the 
quantities of Hazardous Materials as specified in the then applicable 
HazMat Certificate as expressly approved by Landlord and provided further 
that such usage and storage is in full compliance with any and all local, 
state and federal environmental, health and/or safety-related laws, 
statutes, orders, standards, courts' decisions, ordinances, rules and 
regulations (as interpreted by judicial and administrative decisions), 
decrees, directives, guidelines, permits or permit conditions, currently 
existing and as amended, enacted, issued or adopted in the future which 
are or become applicable to Tenant or all or any portion of the Premises 
(collectively, the "Environmental Laws").  Tenant agrees that any changes 
to the type and/or quantities of Hazardous Materials specified in the most 
recent HazMat Certificate may be implemented only with the prior written 
consent of Landlord, which consent may be given or withheld in Landlord's 
sole discretion.  Except for the double contained, leakage monitored 
above-ground tank specified in the HMMP (defined below), Tenant shall not 
be entitled nor permitted to install any tanks under, on or about the 
Premises for the storage of Hazardous Materials without the express 
written consent of Landlord, which may be given or withheld in Landlord's 
sole discretion.  Such above-ground tank in which diesel fuel is stored, 
used and/or distributed therefrom shall be sealed in a leak-proof, double-
contained tank using the best available technology at the time of 
installation.  Landlord shall have the right at all times during the Term 
of this Lease (i) subject to the provisions of Section 18 hereof, to 
inspect the Premises, (ii) to conduct tests and investigations to 
determine whether Tenant is in compliance with the provisions of this 
Section 29, and (iii) to request lists of all Hazardous Materials used, 
stored or otherwise located on, under or about any portion of the 
Premises.  The cost of all such inspections, tests and investigations 
shall be borne solely by Tenant, if Landlord reasonably determines that 
Tenant or any of Tenant's Representatives are directly or indirectly 
responsible in any manner for any contamination revealed by such 
inspections, tests and investigations.  The aforementioned rights granted 
herein to Landlord and its representatives shall not create (a) a duty on 
Landlord's part to inspect, test, investigate, monitor or otherwise 
observe the Premises or the activities of Tenant and Tenant's 
Representatives with respect to Hazardous Materials, including without 
limitation, Tenant's operation, use and any remediation related thereto, 
or (b) liability on the part of Landlord and its representatives for 
Tenant's use, storage, disposal or remediation of Hazardous Materials, it 
being understood that Tenant shall be solely responsible for all liability 
in connection therewith.  Notwithstanding anything to the contrary 
contained herein, Tenant and Tenant's Representatives shall not conduct 
any diesel or gas filling operations in, on, at or about the Premises it 
being Tenant's intention to solely use said diesel for emergency generator 
situations only.  In addition to the foregoing, Tenant and Tenant's 
Representatives shall limit the types and amounts of Hazardous Materials 
to be stored at the Premises to the types and quantities specified in the 
Initial HazMat Certificate attached hereto.

29.4 Tenant's Environmental Obligations:  Tenant shall give to 
Landlord immediate verbal and follow-up written notice of any spills, 
releases, discharges, disposals, emissions, migrations, removals or 
transportation of Hazardous Materials on, under or about any portion of 
the Premises or in the Park.  Tenant, at its sole cost and expense, 
covenants and warrants to promptly investigate, clean up, remove, restore 
and otherwise remediate (including, without limitation, preparation of any 
feasibility studies or reports and the performance of any and all 
closures) any spill, release, discharge, disposal, emission, migration or 
transportation of Hazardous Materials arising from or related to the 
intentional or negligent acts or omissions of Tenant or Tenant's 
Representatives such that the affected portions of the Park and any 
adjacent property are returned to the condition existing prior to the 
appearance of such Hazardous Materials.  Any such investigation, clean up, 
removal, restoration and other remediation shall only be performed after 
Tenant has obtained Landlord's prior written consent, which consent shall 
not be unreasonably withheld so long as such actions would not potentially 
have a material adverse long-term or short-term effect on any portion of 
the Premises, the Lot or the Park.  Notwithstanding the foregoing, Tenant 
shall be entitled to respond immediately to an emergency without first 
obtaining Landlord's prior written consent.  Tenant, at its sole cost and 
expense, shall conduct and perform, or cause to be conducted and 
performed, all closures as required by any Environmental Laws or any 
agencies or other governmental authorities having jurisdiction thereof.  
If Tenant fails to so promptly investigate, clean up, remove, restore, 
provide closure or otherwise so remediate, Landlord may, but without 
obligation to do so, take any and all steps necessary to rectify the same 
and Tenant shall promptly reimburse Landlord, upon demand, for all costs 
and expenses to Landlord of performing investigation, clean up, removal, 
restoration, closure and remediation work.  All such work undertaken by 
Tenant, as required herein, shall be performed in such a manner so as to 
enable Landlord to make full economic use of the Premises, the Lot and the 
Park after the satisfactory completion of such work.  Notwithstanding 
anything to the contrary contained herein and in addition to Tenant's 
obligations under this Section 29.4 any Hazardous Materials to be stored 
at the Premises by Tenant and/or Tenant's Representatives shall be stored 
in the tank and concrete containment structure for the tank and the 
generators, and handled in the manner specified in the draft Hazardous 
Material Management Plan for Tenant's operation at the Building (the final 
approved version thereof referred to as the "HMMP") and in strict 
accordance with all Environmental Laws, including without limitation, the 
regulations, standards and requirements of the National Fire Protection 
Association and the applicable building and fire departments.  In addition 
to any other rights and remedies available to Landlord under the 
provisions of this Lease, it will be a material default if Hazardous 
Materials are stored and/or used in, on, at or about the Premises in 
quantities, or are of a type, other than as specified in the Initial 
HazMat Certificate hereto or any subsequent HazMat Certificate, or any 
Hazardous Materials are handled in any manner which is different from 
those procedures specified in the HMMP or as otherwise required by 
Environmental Laws.  In addition to any other requirements imposed upon 
Tenant and Tenant's Representatives under this Section 29 or in any other 
provision of this Lease Tenant shall give immediate written notice to 
Landlord of: (a) any enforcement, remediation, or other regulatory action 
or order, taken or threatened, by and agency regarding, or in connection 
with, the presence, release or threat of release of any Hazardous 
Materials in, on, under, about or from the Premises, or otherwise 
resulting from Tenant's or Tenant's Representatives' use of the Premises; 
(b) all demands or claims made or threatened by any third party against 
Tenant or any of Tenant's Representatives and relating to liability, loss, 
damage, or injury resulting from the presence, release or threat of 
release of any Hazardous Materials in, on, under, about or from any 
portion of the Premises, or otherwise arising, in any manner whatsoever, 
from Tenant's or Tenant's Representatives' use of the Premises; (c) any 
spill, release, or discharge of Hazardous Materials in, on, under, about 
or from the Premises, including without limitation, any such spill, 
release, or discharge required to be reported to any agency under any 
Environmental Law; and (d) all incidents or matters where Tenant or any of 
Tenant's Representatives is required to give notice to any agency pursuant 
to any Environmental Laws.  Tenant shall post and maintain such notices 
in, at and about the Premises as required by any Environmental Laws, 
including without limitation, any notices required under Proposition 65.  
Tenant shall promptly provide to Landlord true and complete copies of all 
materials, reports, technical data, notices, and correspondence relating 
to the above incidents or any other matters subject to Landlord 
notification or notification to other tenants in the Park or to the 
general public.  Tenant shall also obtain and promptly provide to Landlord 
true and complete copies, revisions, and/or modifications of all building 
permits, permits, fire permits, manufacturer specifications for the tank 
and the generators, approvals, and registrations Tenant receives or 
submits with respect to its operations on the Premises, including without 
limitation, any revisions or modification to its HMMP, and, at a minimum 
annually, inspection reports, leakage reports and test results for the 
tank and generators.  Tenant hereby covenants, represents and warrants 
that it shall promptly and diligently prepare and deliver to Landlord a 
final approved HMMP with respect to the Premises by no later than sixty 
(60) days after the Lease Date.  In addition to the foregoing, Tenant 
shall (1) implement vapor control and spill prevention control measures 
for the tank and the generators, (2) obtain inspection reports from the 
applicable building and fire departments after the installation of the 
tank and the generators, and (3) promptly deliver to Landlord evidence 
thereof, including a true and complete copy of all such inspection 
reports.

29.5 Environmental Indemnity:  In addition to Tenant's obligations 
as set forth hereinabove, Tenant agrees to, and shall, protect, indemnify, 
defend (with counsel acceptable to Landlord) and hold Landlord and the 
other Indemnitees harmless from and against any and all claims, judgments, 
damages, penalties, fines, liabilities, losses (including, without 
limitation, diminution in value of any portion of the Premises, the Lot or 
the Park, damages for the loss of or restriction on the use of rentable or 
usable space, and from any adverse impact of Landlord's marketing of any 
space within the Park), suits, administrative proceedings and costs 
(including, but not limited to, attorneys' and consultant fees and court 
costs) arising at any time during or after the Term of this Lease in 
connection with or related to, directly or indirectly, the use, presence, 
transportation, storage, disposal, migration, removal, spill, release or 
discharge of Hazardous Materials on, in or about any portion of the 
Premises, the Lot or the Park as a result (directly or indirectly) of the 
intentional or negligent acts or omissions of Tenant or any of Tenant's 
Representatives.  Neither the written consent of Landlord to the presence, 
use or storage of Hazardous Materials in, on, under or about any portion 
of the Premises, the Lot and/or the Park, nor the strict compliance by 
Tenant with all Environmental Laws shall excuse Tenant from its 
obligations of indemnification pursuant hereto.  Tenant shall not be 
relieved of its indemnification obligations under the provisions of this 
Section 29.5 due to Landlord's status as either an "owner" or "operator" 
under any Environmental Laws.

29.6 Survival:  Tenant's obligations and liabilities pursuant to 
the provisions of this Section 29 shall survive the expiration or earlier 
termination of this Lease.  If it is determined by Landlord that  the 
condition of all or any portion of the Premises, the Lot and/or the Park 
is not as a result of the intentional or negligent acts or omissions of 
Tenant or any of Tenant's Representatives in compliance with the 
provisions of this Lease with respect to Hazardous Materials, including 
without limitation, all Environmental Laws at the expiration or earlier 
termination of this Lease, then in Landlord's sole discretion, Landlord 
may require Tenant to hold over possession of the Premises until Tenant 
can surrender the Premises to Landlord in the condition in which the 
Premises existed as of the Commencement Date and prior to the appearance 
of such Hazardous Materials except for reasonable wear and tear, including 
without limitation, the conduct or performance of any closures as required 
by any Environmental Laws.  For purposes hereof, the term "reasonable wear 
and tear" shall not include any deterioration in the condition or 
diminution of the value of any portion of the Premises, the Lot and/or the 
Park in any manner whatsoever related to directly, or indirectly, 
Hazardous Materials.  Any such holdover by Tenant will be with Landlord's 
consent, will not be terminable by Tenant in any event or circumstance and 
will otherwise be subject to the provisions of Section 22 of this Lease.


30. FINANCIAL STATEMENTS

The provisions of this Section 30 shall not apply to Tenant or any 
Related Entity for so long as the Tenant or any Related Entity of Tenant 
is a publicly traded company for which audited financial statements are 
available to the public.  Any assignee or subtenant of Tenant, and Tenant 
and any Related Entity of Tenant that is not publicly traded will for the 
reliance of Landlord, any lender holding or anticipated to acquire a lien 
upon the Premises or the Park or any portion thereof, or any prospective 
purchaser of the Building or the Park or any portion thereof, within ten 
(10) business days after Landlord's request therefor, but not more often 
than once annually so long as Tenant, the assignee, the subtenant or the 
Related Entity (as the case may be) is not in default of this Lease, 
deliver to Landlord the then current audited financial statements of said 
assignee, subtenant, or non-publicly traded Tenant or Related Entity 
which statements shall be prepared or compiled by a certified public 
accountant and shall present fairly the financial condition of said 
entity at such dates and the result of its operations and changes in its 
financial positions for the periods ended on such dates.  If an audited 
financial statement has not been prepared, said entity shall provide 
Landlord with an unaudited financial statement and/or such other 
information, the type and form of which are acceptable to Landlord in 
Landlord's reasonable discretion, which reflects the financial condition 
of said entity.


31. GENERAL PROVISIONS

        31.1    Time.  Time is of the essence in this Lease and with respect 
to each and all of its provisions in which performance is a factor.

        31.2    Successors and Assigns.  The covenants and conditions herein 
contained, subject to the provisions as to assignment, apply to and bind 
the heirs, successors, executors, administrators and assigns of the 
parties hereto.

        31.3    Recordation.  Tenant shall not record this Lease.  Landlord 
and Tenant shall, contemporaneously with the execution and delivery of 
this Lease, execute, deliver and record a Memorandum of Lease in 
substantially the form of Exhibit F hereto.

        31.4    Landlord's Personal Liability.  The liability of Landlord 
(which, for purposes of this Lease, shall include Landlord and the owner 
of the Building if other than Landlord) to Tenant for any default by 
Landlord under the terms of this Lease shall be limited to the actual 
interest of Landlord and its present or future partners or members in the 
Premises, and Tenant agrees to look solely to the Premises for 
satisfaction of any liability and shall not look to other assets of 
Landlord nor seek any recourse against the assets of the individual 
partners, members, directors, officers, shareholders, agents or employees 
of Landlord (including without limitation, any property management 
company of Landlord); it being intended that Landlord and the individual 
partners, members, directors, officers, shareholders, agents and 
employees of Landlord (including without limitation, any property 
management company of Landlord) shall not be personally liable in any 
manner whatsoever for any judgment or deficiency.  The liability of 
Landlord under this Lease is limited to its actual period of ownership of 
title to the Premises, and Landlord shall be automatically released from 
further performance of any unaccrued obligations under this Lease upon 
transfer of Landlord's interest in the Premises.

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

        31.6    Choice of Law.  This Lease shall be governed by, and 
construed in accordance with, the laws of the State of California.

        31.7    Attorneys' Fees.  In the event any dispute between the 
parties results in litigation or other proceeding, the prevailing party 
shall be reimbursed by the party not prevailing for all reasonable costs 
and expenses, including, without limitation, reasonable attorneys' and 
experts' fees and costs incurred by the prevailing party in connection 
with such litigation or other proceeding, and any appeal thereof.  Such 
costs, expenses and fees shall be included in and made a part of the 
judgment recovered by the prevailing party, if any.

        31.8    Entire Agreement.  This Lease supersedes any prior 
agreements, representations, negotiations or correspondence between the 
parties, and contains the entire agreement of the parties on matters 
covered.  No other agreement, statement or promise made by any party, 
that is not in writing and signed by all parties to this Lease, shall be 
binding.

        31.9    Warranty of Authority.  On the date that Tenant executes this 
Lease, Tenant shall deliver to Landlord an original certificate of status 
for Tenant issued by the California Secretary of State or statement of 
partnership for Tenant recorded in the county in which the Premises are 
located, as applicable, and such other documents as Landlord may 
reasonably request with regard to the lawful existence of Tenant.  Each 
person executing this Lease on behalf of a party represents and warrants 
that (1) such person is duly and validly authorized to do so on behalf of 
the entity it purports to so bind, and (2) if such party is a 
partnership, corporation or trustee, that such partnership, corporation 
or trustee has full right and authority to enter into this Lease and 
perform all of its obligations hereunder.  Tenant hereby warrants that 
this Lease is valid and binding upon Tenant and, subject to creditors' 
rights generally, enforceable against Tenant in accordance with its 
terms.

        31.10   Notices.  Any and all notices and demands required or 
permitted to be given hereunder to Landlord shall be in writing and shall 
be sent: (a) by United States mail, certified and postage prepaid; or (b) 
by personal delivery to the Vice President of operations of Landlord's 
property management company; or (c) by overnight courier, addressed to 
Landlord, Attention: Vice President, Operations, 30 Executive Park, Suite 
100, Irvine, California 92614.  Any and all notices and demands required 
or permitted to be given hereunder to Tenant shall be in writing and 
shall be sent:  (i) by United States mail, certified and postage prepaid; 
or (ii) by personal delivery to the General Counsel of Tenant; or (iii) 
by overnight courier, all of which shall be addressed to Tenant at 
Tenant's Address as stated in the Basic Lease Information or at such 
other address as Tenant may specify by notice given to Landlord pursuant 
to this Section 31.10.  Notice and/or demand shall be deemed given upon 
the earlier of actual receipt or the third day following deposit in the 
United States mail if notice is sent by mail, when personally delivered 
if notice is given by personal delivery or when delivered if notice is 
given by overnight courier.

        31.11   Joint and Several.  If Tenant consists of more than one 
person or entity, the obligations of all such persons or entities shall 
be joint and several.

        31.12   Covenants and Conditions.  Each provision to be performed by 
Tenant hereunder shall be deemed to be both a covenant and a condition.

        31.13   Waiver of Jury Trial.  The parties hereto shall and they 
hereby do waive trial by jury in any action, proceeding or counterclaim 
brought by either of the parties hereto against the other on any matters 
whatsoever arising out of or in any way related to this Lease, the 
relationship of Landlord and Tenant, Tenant's use or occupancy of the 
Premises or the Park, and/or any claim of injury, loss or damage.

        31.14   Merger.  The voluntary or other surrender of this Lease by 
Tenant, the mutual termination or cancellation hereof by Landlord and 
Tenant, or a termination of this Lease by Landlord for a material default 
by Tenant hereunder, shall not work a merger, and, at the sole option of 
Landlord, (i) shall terminate all or any existing subleases or 
subtenancies, or (ii) may operate as an assignment to Landlord of any or 
all of such subleases or subtenancies.  Landlord's election of either or 
both of the foregoing options shall be exercised by delivery by Landlord 
of written notice thereof to Tenant and all known subtenants under any 
sublease.


32. SIGNS

All signs and graphics of every kind located on the exterior of the 
Building shall be subject to Landlord's prior written approval, which 
approval will not be unreasonably withheld or delayed, and shall be 
subject to any applicable governmental laws, ordinances, and regulations 
and in compliance with Landlord's reasonable sign criteria as same may 
exist from time to time.  Tenant shall remove all such signs and graphics 
prior to the termination of this Lease.  Such installations and removals 
shall be made in a manner as to avoid damage or defacement of the 
Premises; and Tenant shall repair any damage or defacement, including 
without limitation, discoloration caused by such installation or removal. 
 Landlord shall have the right, at its option, to deduct from the 
Security Deposit such sums as are reasonably necessary to remove such 
signs, including, but not limited to, the costs and expenses associated 
with any repairs necessitated by such removal.  Notwithstanding the 
foregoing, in no event shall any: (a) neon, flashing or moving sign(s) or 
(b) sign(s) which shall interfere with the visibility of any sign, 
awning, canopy, advertising matter, or decoration of any kind of any 
other business or occupant of the Park be permitted hereunder.  Tenant 
further agrees to maintain any such sign, awning, canopy, advertising 
matter, lettering, decoration or other thing as may be approved in good 
condition and repair at all times.


33. MORTGAGEE PROTECTION

Upon any default on the part of Landlord, Tenant will give written notice 
by registered or certified mail to any beneficiary of a deed of trust or 
mortgagee of a mortgage covering the Premises who has requested such 
notice (however, upon executing a subordination agreement said mortgagee 
or beneficiary shall be deemed to have requested a notice) and provided 
Tenant with notice of their interest together with an address for 
receiving notice, and shall offer such beneficiary or mortgagee a 
reasonable opportunity to cure the default, including time to obtain 
possession of the Premises by power of sale or a judicial foreclosure, if 
such should prove necessary to effect a cure.  If such default cannot be 
cured within such time period, then such additional time as may be 
necessary will be given to such beneficiary or mortgagee to effect such 
cure so long as such beneficiary or mortgagee has commenced the cure 
within the original time period and thereafter diligently pursues such 
cure to completion, in which event this Lease shall not be terminated 
while such cure is being diligently pursued.  Tenant agrees that each 
lender to whom this Lease has been assigned by Landlord is an express 
third party beneficiary hereof.  Tenant shall not make any prepayment of 
Rent more than one (1) month in advance without the prior written consent 
of each such lender, except if Tenant is required to make quarterly 
payments of Rent in advance pursuant to the provisions of Section 8 
above.  Tenant waives the collection of any deposit from such lender(s) 
or any purchaser at a foreclosure sale of such lender(s)' deed of trust 
unless the lender(s) or such purchaser shall have actually received and 
not refunded the deposit.  Tenant agrees to make all payments under this 
Lease to the lender with the most senior encumbrance upon receiving a 
direction, in writing, to pay said amounts to such lender.  Tenant shall 
comply with such written direction to pay without determining whether an 
event of default exists under such lender's loan to Landlord.


34. QUITCLAIM

Upon any termination of this Lease and/or the Purchase Option, Tenant 
shall, at Landlord's request, execute, have acknowledged and deliver to 
Landlord a quitclaim deed of Tenant's interest in and to the Premises and 
the Purchase Option, as applicable.  If Tenant wrongfully fails to timely 
deliver to Landlord such a quitclaim deed, Tenant hereby agrees to 
indemnify, defend and hold Landlord harmless from and against any and all 
judgments, claims, losses, damages, actions, liabilities, costs and 
expenses (including without limitation, attorneys' fees and costs) 
relating to such failure.


35. MODIFICATIONS FOR LENDER

If, in connection with obtaining financing for the Premises or any 
portion thereof, Landlord's lender shall request reasonable 
modification(s) to this Lease as a condition to such financing, Tenant 
shall not unreasonably withhold, delay or defer its consent thereto, 
provided such modifications do not materially adversely affect Tenant's 
rights hereunder or the use, occupancy or quiet enjoyment of Tenant 
hereunder.


36. WARRANTIES OF TENANT

Tenant hereby warrants and represents to Landlord, for the express 
benefit of Landlord, that Tenant has undertaken a complete and 
independent evaluation of the risks inherent in the execution of this 
Lease and the operation of the Premises for the use permitted hereby, and 
that, based upon said independent evaluation, Tenant has elected to enter 
into this Lease and hereby assumes all risks with respect thereto.  
Tenant hereby further warrants and represents to Landlord, for the 
express benefit of Landlord, that in entering into this Lease, Tenant has 
not relied upon any statement, fact, promise or representation (whether 
express or implied, written or oral) not specifically set forth herein in 
writing and that any statement, fact, promise or representation (whether 
express or implied, written or oral) made at any time to Tenant, which is 
not expressly set forth in writing, is hereby waived by Tenant.


37. COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT

Landlord and Tenant hereby agree and acknowledge that the Premises and/or 
the Park may be subject to the requirements of the Americans with 
Disabilities Act, a federal law codified at 42 U.S.C. 12101 et seq, 
including, but not limited to Title III thereof, all regulations and 
guidelines related thereto, together with any and all laws, rules, 
regulations, ordinances, codes and statutes now or hereafter enacted by 
local or state agencies having jurisdiction thereof, including all 
requirements of Title 24 of the State of California, as the same may be in 
effect on the date of this Lease and may be hereafter modified, amended or 
supplemented (collectively, the "ADA").  Any Tenant Improvements to be 
constructed hereunder shall be in compliance with the requirements of the 
ADA, and all costs incurred for purposes of compliance therewith shall be 
a part of and included in the costs of the Tenant Improvements.  Tenant 
shall be solely responsible for conducting its own independent 
investigation of this matter and for ensuring that the design of all 
Tenant Improvements strictly comply with all requirements of the ADA.  
Subject to reimbursement pursuant to Section 6 of the Lease, if any 
barrier removal work or other work is required to the Building, the 
Premises or the Park under the ADA, then such work shall be the 
responsibility of Landlord; provided, if such work is required under the 
ADA as a result of Tenant's use of the Premises or any work or alteration 
made to the Premises by or on behalf of Tenant, then such work shall be 
performed by Landlord at the sole cost and expense of Tenant.  Except as 
otherwise expressly provided in this provision, Tenant shall be 
responsible at its sole cost and expense for fully and faithfully 
complying with all requirements of the ADA, including without limitation, 
not discriminating against any disabled persons in the operation of 
Tenant's business in or about the Premises, and offering or otherwise 
providing auxiliary aids and services as, and when, required by the ADA.  
Within ten (10) days after receipt, Landlord and Tenant shall advise the 
other party in writing, and provide the other with copies of (as 
applicable), any notices alleging violation of the ADA relating to any 
portion of the Premises or the Building; any claims made or threatened in 
writing regarding noncompliance with the ADA and relating to any portion 
of the Premises or the Building; or any governmental or regulatory actions 
or investigations instituted or threatened regarding noncompliance with 
the ADA and relating to any portion of the Premises or the Building.  
Tenant shall and hereby agrees to protect, defend (with counsel acceptable 
to Landlord) and hold Landlord and the other Indemnitees harmless and 
indemnify the Indemnitees from and against all liabilities, damages, 
claims, losses, penalties, judgments, charges and expenses (including 
reasonable attorneys' fees, costs of court and expenses necessary in the 
prosecution or defense of any litigation including the enforcement of this 
provision) arising from or in any way related to, directly or indirectly, 
Tenant's or Tenant's Representatives' violation or alleged violation of 
the ADA.  Tenant agrees that the obligations of Tenant herein shall 
survive the expiration or earlier termination of this Lease.  
Notwithstanding anything to the contrary contained herein, if Tenant in 
the conduct of its operations in the Premises (and not in making any 
alterations or improvements in or about the Premises, including without 
limitation, the Tenant Improvements) fails to comply with the ADA 
requirements, Tenant shall not be considered to be in default of the 
provisions of this Lease so long as Tenant indemnifies Landlord and the 
other Indemnitees with respect to said violations, as such indemnity is 
set forth herein.


38. BROKERAGE COMMISSION

Landlord and Tenant each represents and warrants for the benefit of the 
other that it has had no dealings with any real estate broker, agent or 
finder in connection with the Premises and/or the negotiation of this 
Lease, except for the Broker(s) (as set forth on Page 1), and that it 
knows of no other real estate broker, agent or finder who is or might be 
entitled to a real estate brokerage commission or finder's fee in 
connection with this Lease or otherwise based upon contacts between the 
claimant and Tenant.  Each party shall indemnify and hold harmless the 
other from and against any and all liabilities or expenses arising out of 
claims made for a fee or commission by any real estate broker, agent or 
finder in connection with the Premises and this Lease other than 
Broker(s), if any, resulting from the actions of the indemnifying party. 
 Any real estate brokerage commission or finder's fee payable to the 
Broker(s) in connection with this Lease shall only be payable and 
applicable to the extent of the initial Term of the Lease and to the 
extent of the Premises as same exist as of the date on which Tenant 
executes this Lease.  Unless expressly agreed to in writing by Landlord 
and Broker(s), no real estate brokerage commission or finder's fee shall 
be owed to, or otherwise payable to, the Broker(s) for any renewals or 
other extensions of the initial Term of this Lease or for any additional 
space leased by Tenant other than the Premises as same exists as of the 
date on which Tenant executes this Lease.  Tenant further represents and 
warrants to Landlord that Tenant will not receive (i) any portion of any 
brokerage commission or finder's fee payable to the Broker(s) in 
connection with this Lease or (ii) any other form of compensation or 
incentive from the Broker(s) with respect to this Lease.  Landlord shall 
pay and indemnify and hold Tenant free and harmless from all fees and 
commissions owed or hereafter owing to Brokers in connection with this 
Lease (but not the Purchase Option for which no commission is due or 
payable).


39. QUIET ENJOYMENT

Landlord covenants with Tenant, upon the paying of Rent and observing and 
keeping the covenants, agreements and conditions of this Lease on its 
part to be kept, and during the periods that Tenant is not otherwise in 
default of any of the terms or provisions of this Lease beyond any 
applicable cure periods , and subject to the rights of any of Landlord's 
lenders, (i) that Tenant shall and may peaceably and quietly hold, occupy 
and enjoy the Premises and the Common Areas during the Term of this 
Lease, and (ii) neither Landlord, nor any successor or assign of 
Landlord, nor any of Landlord's Representatives shall disturb Tenant's 
occupancy or enjoyment of the Premises and the Common Areas.


40. LANDLORD'S ABILITY TO PERFORM TENANT'S UNPERFORMED OBLIGATIONS

Notwithstanding anything to the contrary contained in this Lease, if 
Tenant shall fail to perform any of the terms, provisions, covenants or 
conditions to be performed or complied with by Tenant pursuant to this 
Lease, and if the failure of Tenant relates to a matter which in 
Landlord's judgment reasonably exercised is of an emergency nature and 
such failure shall remain uncured for a period of time commensurate with 
such emergency, then Landlord may upon twenty-four hours prior written 
notice to Tenant, at Landlord's option without any obligation to do so, 
and in its sole discretion as to the necessity therefor, perform any such 
term, provision, covenant, or condition, or make any such payment and 
Landlord by reason of so doing shall not be liable or responsible for any 
loss or damage thereby sustained by Tenant or anyone holding under or 
through Tenant.  If Landlord so performs any of Tenant's obligations 
hereunder, the full amount of the cost and expense reasonably entailed or 
the reasonable payment so made or the amount of the loss so sustained 
shall immediately be owing by Tenant to Landlord, and Tenant shall 
promptly pay to Landlord upon demand, as Additional Rent, the full amount 
thereof with interest thereon from the date of payment at the greater of 
(i) ten percent (10%) per annum, or (ii) the highest rate permitted by 
applicable law.


41. ADJUSTMENTS TO BASE RENT

The monthly Base Rent payable by Tenant to Landlord, as set forth in this 
Lease, shall be adjusted effective on the first (1st) day of each of the 
thirty-first (31st), sixty-first (61st) and ninety-first (91st) month 
anniversary dates of the Commencement Date of this Lease (each an 
"Adjustment Date"), in accordance with the percentage increase, if any, 
in the "Consumer Price Index for Urban Wage Earners and Clerical Workers 
(CPI-W) for Los Angeles-Riverside-Orange County, California" (Base:  
1982-1984=100), as published by the United States Department of Labor, 
Bureau of Labor Statistics ("Index").

The monthly Base Rent payable on each Adjustment Date shall be the product 
of the monthly Base Rent in effect on the last day preceding each 
Adjustment Date and the fraction described below.  The denominator of such 
fraction shall be the Index in effect one (1) month prior to the 
Commencement Date of the Lease or the last Adjustment Date, as the case 
may be ("Base Index").  The numerator of such fraction shall be the Index 
in effect one (1) month prior to the last day preceding each Adjustment 
Date ("Adjustment Index").  The monthly Base Rent shall be increased and 
paid thereafter in accordance with the percentage increase, if any, 
between such Indices; provided, however, in no event shall such increase, 
on an annual basis, be less than two percent (2%) or more than five 
percent (5%).

Should said Bureau discontinue the publication of the above Index, or the 
compilation of the Index be materially altered, or publish the same less 
frequently, or vary the method of calculation of same, or alter the same 
in some other manner, then Landlord shall adopt a substitute index which 
is most nearly the same or substitute procedure which reasonably reflects 
and monitors consumer prices, and shall be used to make such calculation. 
 If the Index is changed so that the base year differs from that in 
effect when the term commences, the Index shall be converted in 
accordance with the conversion factor published by the United States 
Department of Labor, Bureau of Labor Statistics, or, if said bureau shall 
not publish the same, then with the use of such conversion factor, 
formula or table as may be published by Prentice Hall Inc. or by any 
other nationally recognized publisher of similar statistical information. 
 In the event the compilation and/or publication of the Index shall be 
discontinued or materially altered, then the index most nearly the same 
as the Index shall be used to make such calculation.  In the event 
Landlord and Tenant cannot agree on such alternative Index, then the 
matter shall be submitted to the American Arbitration Association in 
accordance with the then rules of the said Association and a decision of 
the arbitrators as to the applicable Index shall be binding upon the 
parties.  The cost of said arbitrator shall be paid equally by Landlord 
and Tenant.

        Example:

Hypothetical Facts:
Lease Commencement  Date or
Last Adjustment Date: 9/1/92
Adjustment Date: 9/1/93
Monthly rent in  effect: 8/31/93          $2,000.00

Base Index: July, 1992 - 410.0


Adjustment Index: July, 1993 - 430.0


Adjusted Rent  Calculation:



Ratio of Indices: 430.0 = 1.0488 or  4.88%
                  410.0

Adjusted monthly rent:          $2,000.00 x 4.88% = $2,097.60

42. OPTIONS TO EXTEND THE LEASE TERM

42.1    Grant of Extension Options.  Subject to the provisions, 
limitations and conditions set forth in Section 42.5 below, Tenant shall 
have an option (individually, an "Option" and collectively, the 
"Options") to extend the term of the Lease for two (2) successive five 
(5) year periods (individually, the "First Extended Term" and the 
"Second Extended Term", respectively, and collectively, the "Extended 
Terms").

42.2    Tenant's Option Notice.  Landlord must receive written notice 
(an "Option Notice") from Tenant of Tenant's exercise of an Option on a 
date which is not more than twelve (12) months nor less than ten (10) 
months prior to the end of, with respect to the First Extended Term, the 
initial term of the Lease or, with respect to the Second Extended Term, 
the First Extended Term.  In the event Tenant fails to timely and 
properly exercise such Option for the (i) First Extended Term, all rights 
to both Options shall automatically terminate and be of no further force 
or effect, or (ii) Second Extended Term, all rights to the Option for the 
Second Extended Term shall automatically terminate and be of no further 
force or effect.

        42.3    Establishing the Initial Monthly Base Rent for the Extended 
Terms.  The initial monthly Base Rent for each of the First Extended Term 
and the Second Extended Term shall be ninety-five percent (95%) of the 
then current market rent for the then current use of the Premises within 
the competitive market area of the Premises (the "Fair Rental Value"). 
 Notwithstanding the foregoing, "Fair Rental Value" of the Premises 
means the current market rental value of the Premises as of the 
commencement of the First Extended Term or the Second Extended Term, as 
applicable, taking into consideration all relevant factors, including 
length of term, the warehouse uses permitted under the Lease, the 
quality, size, design and location of the Premises, including the 
condition and value of existing tenant improvements (but only to the 
extent the cost of which has been contributed to by Landlord), and the 
monthly base rent paid by tenants for premises comparable to the 
Premises, and located within the competitive market area of the Premises. 
 In no event shall the monthly Base Rent for any period of the First 
Extended Term, as determined pursuant to this Section 42.3, be less than 
the highest monthly Base Rent charged during the initial term of the 
Lease.  In no event shall the monthly Base Rent for any period during the 
Second Extended Term, as determined pursuant to this Section 42.3, be 
less than the highest monthly Base Rent charged during the initial term 
or the First Extended Term.

    (a)     Determination of Base Rent for the First Extended Term.  Base 
Rent for the First Extended Term of this Lease, if applicable, 
shall be a monthly sum, (which in no event shall be less than the 
monthly sum payable during the last full calendar month of the 
initial term), which shall be determined as follows:

     (i)     During the period commencing within the Option Notice 
and ending nine and one-half (9 1/2) months prior to the 
expiration of the initial term, Landlord and Tenant shall 
meet at such times as they shall mutually agree and endeavor 
in good faith to agree upon the Base Rent for the First 
Extended Term.

     (ii)    If Landlord and Tenant are unable to agree, during the 
period stated in subsection (a)(i), on the Base Rent for the 
First Extended Term, such Base Rent shall be determined by 
appraisal in the manner provided in subsection (c) below.

    (b)     Determination of Base Rent for the Second Extended Term.  
Base Rent for the Second Extended Term of this Lease, if 
applicable, shall be a monthly sum (which in no event shall be less 
than the monthly sum payable during the last full calendar month of 
the First Extended Term), which shall be determined as follows:

     (i)     During the period commencing with Tenant's delivery of 
 the Option Notice and ending nine and one-half (9 1/2) months 
prior to the expiration of the First Extended Term, Landlord 
and Tenant shall meet at such times as they shall mutually 
agree and endeavor in good faith to agree upon the Base Rent 
for the Second Extended Term.

  (ii)    If Landlord and Tenant are unable to agree, during the 
period stated in subsection (b)(i), on the Base Rent for the 
Second Extended Term, such Base Rent shall be determined by 
appraisal in the manner provided in subsection (c) below.

  (c)     Appraisal Process.  If Landlord and Tenant are unable to 
agree upon the amount of Base Rent payable during either of the 
Extended Terms, as provided above, they each shall, not later than 
ten (10) days after the end of the period for attempting to agree 
upon Base Rent, appoint an independent M.A.I. appraiser who shall 
have at least ten (10) years' experience in the commercial real 
estate market in which the Premises is located and shall be 
familiar with the valuation of comparable property in such area and 
otherwise qualified to act as an expert witness over objection to 
give opinion testimony addressed to the issue in a court of 
competent jurisdiction.  Within said ten (10) day period, each 
party shall notify the other party in writing of the name, address, 
telephone number and qualifications of its appraiser so appointed. 
 If either party shall fail to notify the other party of its named 
appraiser within said ten (10) day period, the determination of 
Base Rent by the single appraiser appointed shall be conclusive and 
binding upon both Landlord and Tenant.

      (i)     The appraisers appointed pursuant to this subsection 
(c) shall determine the "Fair Rental Value" for the Premises 
as of the date of calculation thereof. 

     (ii)    The appraisers shall, not later than eight (8) months 
prior to the expiration of the initial term, or the First 
Extended Term, as the case may be, report in writing to the 
party appointing him/her their opinion as to the Fair Rental 
Value.  Each party shall, promptly upon receipt of the 
appraisal report from its appraiser, provide the other party 
with a copy thereof.  Not later than seven and one-half (7 1/2) 
months prior to the expiration of the applicable Term, 
Landlord and Tenant shall meet at such times as they shall 
mutually agree and endeavor in good faith to agree upon the 
Base Rent based upon the reports of the appraisers.  If 
Landlord and Tenant are unable to agree on the Base Rent 
within the time specified above, the appraisers shall appoint 
a third appraiser, qualified as aforesaid, who shall, not 
later than six and one-half (6 1/2) months prior to the 
expiration of the applicable Term, determine the Fair Rental 
Value on the basis of the two appraisal reports previously 
prepared and consultation with such appraisers and/or other 
experts and competent authorities as such third appraiser 
shall deem relevant or appropriate in his/her discretion.  So 
long as it is not inconsistent with any of the express 
provisions of this Lease and is not arbitrary and capricious, 
the written report and determination of Fair Rental Value by 
the third appraiser shall be accepted by Landlord and Tenant 
as the Base Rent, which determination shall be final and 
binding and enforceable in a court of competent jurisdiction 
with the same force and effect as if the same were a judgment 
duly entered by such court.  In the event that the two 
originally appointed appraisers cannot for any reason agree 
on a third M.A.I. appraiser, then either Landlord or Tenant, 
on behalf on both, may request appointment of such third 
M.A.I. appraiser by the then Chief Judge of the United States 
District Court having jurisdiction over the Premises, and 
neither party shall raise any question as to such Judge's 
full power and jurisdiction to entertain the application for 
and make such appointment hereunder.

   (iii)   In the use of appraisers hereunder, each party shall 
pay the fees and expenses of its own appraiser and shall 
share equally the fees and expenses of any third appraiser 
appointed hereunder.

Upon determination of the initial monthly Base Rent for the First 
Extended Term and the Second Extended Term, as applicable, pursuant to 
the terms outlined above, Landlord and Tenant shall immediately execute 
an amendment to the Lease.  Such amendment shall set forth among other 
things, the initial monthly Base Rent for the First Extended Term or the 
Second Extended Term, as applicable, and the actual commencement date and 
expiration date of the First Extended Term or the Second Extended Term, 
as the case may be.  Tenant shall have no other right to further extend 
the term of the Lease under this Section 42 unless Landlord and Tenant 
otherwise agree in writing.

        42.4    Condition of Premises and Brokerage Commissions for the 
Extended Terms.  If Tenant timely and properly exercises either Option, 
in strict accordance with the terms contained herein:  (1) Tenant shall 
accept the Premises in its then "AS-IS" condition and, accordingly, 
Landlord shall not be required to perform any additional improvements to 
the Premises; and (2) Tenant hereby agrees that it will solely be 
responsible for any and all brokerage commissions and finder's fees 
payable to any broker now or hereafter procured or hired by Tenant or who 
otherwise claims a commission based on any act or statement of Tenant 
("Tenant's Broker") in connection with the Options; and Tenant hereby 
further agrees that Landlord shall in no event or circumstance be 
responsible for the payment of any such commissions and fees to Tenant's 
Broker.

        42.5    Limitations On, and Conditions To, Extension Options.  The 
Options described in this Section 42 are personal to Tenant and may not 
be assigned, voluntarily or involuntarily, separate from or as part of 
the Lease except for an assignment to a Related Entity as part of the 
assignment of the entirety of this Lease.  At Landlord's option, all 
rights of Tenant and any Related Entity in, to and under the Options 
described in this Section 42 shall terminate and be of no force or effect 
if any of the following individual events occur or any combination 
thereof occur:  (1) Tenant or the Related Entity, as the case may be, is 
in default in the performance of any of its obligations under this Lease 
beyond applicable notice and cure periods at the time of Tenant's or the 
Related Entity's (as the case may be) exercise of the then applicable 
Option to extend the then applicable term of this Lease; and/or (2) 
Tenant or the Related Entity (as the case may be) has assigned all of its 
rights and obligations under the Lease to any party other than a Related 
Entity, or Tenant has subleased all of the Premises; and/or (3) Tenant 
has failed to exercise properly the Options described in this Section 42 
in a timely manner in strict accordance with the provisions of this 
Section 42; and/or (4) Tenant or the Related Entity (as the case may be) 
no longer has possession of all of the Premises under the Lease.

        42.6    Time is of the Essence.  Time is of the essence with respect 
to each and every time period set forth in this Section 42.


43. OPTION TO EXPAND

        43.1    Grant of Expansion Option.  Subject to the provisions, 
limitations and conditions set forth in this Section 43, Tenant shall 
have a one-time option ("Expansion Option") to lease the adjacent 
building situated within the Park consisting of approximately 107,182 
rentable square feet ("Expansion Premises") on the terms and conditions 
as set forth below.  Notwithstanding anything to the contrary contained 
herein, the Expansion Option shall not be effective until and unless the 
subject Expansion Premises becomes available for lease by a third party, 
subject and subordinate to the rights of the existing tenant, namely Duty 
Free Shoppers (together with its successors and assigns, "DFS"), 
presently occupying the Expansion Premises pursuant to the terms and 
provisions of its lease, as such lease may be later modified or amended 
but in no event extended.  Notwithstanding anything to the contrary 
contained herein, the Expansion Option shall not be available to Tenant 
nor effective if the Expansion Premises are occupied through the 
Expansion Option Date defined below.

        43.2    Tenant's Election Notice to Lease Expansion Premises; and 
Lease Term for Expansion Premises.  In order to duly exercise the 
Expansion Option hereunder Tenant must deliver to Landlord by no later 
than October 1, 2000 ("Expansion Option Date") prior written notice of 
its unconditional and unequivocal intention to exercise the Expansion 
Option to lease the Expansion Premises (the "Expansion Option Notice") 
commencing on the earlier to occur of (i) the date on which the Expansion 
Premises becomes available, or (ii) August 1, 2001 if DFS timely vacates 
the Expansion Premises and surrenders possession thereof to Landlord in 
accordance with DFS' lease agreement (the "EP Commencement Date").  
Tenant hereby acknowledges and agrees that Landlord needs and requires at 
least nine (9) months' prior written notice of Tenant's election to 
exercise the Expansion Option hereunder.  If Tenant timely and duly 
delivers to Landlord the Expansion Option Notice by the Expansion Option 
Date and Tenant also complies with all of the terms and provisions of 
this Section 43, the term for the Expansion Premises shall be coterminous 
with the Term of this Lease and begin on the EP Commencement Date.  
Tenant acknowledges and agrees that the actual commencement date of the 
term for the Expansion Premises shall not be dependent upon completion of 
any tenant improvement work therein; rather, the actual commencement date 
shall be the EP Commencement Date dependent only upon the Expansion 
Premises then being vacant and available for lease by Tenant.

        43.3    Expansion Premises Base Rent, Security Deposit and Other 
Terms.  The Rent payable by Tenant for the Expansion Premises shall 
initially be the same as is then in effect for the Premises as of the EP 
Commencement Date and thereafter shall be subject to adjustments in 
accordance with the provisions of Section 41 above.  Tenant shall not be 
required to pay Base Rent for the Expansion Premises during the first two 
(2) calendar months of the Term therefor.  If the Expansion Option is 
duly exercised, from and after the EP Commencement Date, the term 
"Premises" as used herein shall mean and refer to the aggregate of the 
Premises, as described herein as of the Lease Date, and the Expansion 
Premises.  In addition to the increase in Rent, (i) the amount of the 
Security Deposit shall be increased by the amount of the last months' 
Base Rent payable for the Expansion Premises (as estimated by Landlord) 
and Tenant shall pay same to Landlord within ten (10) business days of 
delivery to Landlord of the Expansion Option Notice, (ii) the Tenant's 
Share for all expenses shall increase to 100% of the Park, (iii) the 
number of Tenant's parking spaces shall be increased commensurately, (iv) 
Exhibit B shall be modified to provide that there shall be no Tenant 
Improvement Allowance attributable or otherwise payable by Landlord with 
respect to the Expansion Premises; it being the intention of the parties 
that the Tenant pay for all of the costs and expenses associated with any 
tenant improvements to be made to the Expansion Premises, (v) the 
exclusions from the definition of Operating Expenses shall be modified as 
appropriate, including but not limited to, deleting clauses (vi) and 
(xii) therefrom, and (vi) the parties shall execute an amendment to this 
Lease effectuating the foregoing within ten (10) business days of 
delivery to Landlord of the Expansion Option Notice.  All other terms and 
conditions shall remain the same.

        43.4    Brokerage Commission for the Expansion Premises.  Tenant 
hereby agrees that it will be solely responsible for any and all 
brokerage commissions and finder's fees payable or allegedly payable to 
any broker now or hereafter procured or otherwise hired by Tenant 
("Tenant's Broker") in connection with Tenant's lease of the Expansion 
Premises.  Tenant hereby further agrees that Landlord shall in no event 
or circumstance be responsible or otherwise liable for the payment of any 
such brokerage commissions and/or finder's fees to Tenant's Broker and, 
accordingly, Tenant shall indemnify, defend and hold Landlord and each of 
its partners, members, officers, directors, shareholders, representatives 
and agents harmless from and against any and all claims, damages, 
judgments, liabilities, costs and expenses (including without limitation, 
attorneys' and experts' fees and costs) related thereto.

        43.5    Limitations on, and Conditions to, Expansion Option.

                43.5.1  The Expansion Option granted to Tenant herein is 
personal to Tenant and may not be assigned, voluntarily or 
involuntarily, separate from or as a part of the Lease except for 
an assignment to a Related Entity as part of the assignment of the 
entirety of this Lease.  At Landlord's sole option, all rights of 
Tenant and any Related Entity in, to and under this Section 43 
shall terminate and be of no force or effect if any of the 
following individual events occur or any combination thereof occur 
at any time during the Term of the Lease: (i) Tenant or the Related 
Entity, as the case may be, is in default of any provision of the 
Lease beyond applicable notice and cure periods at the time of 
Tenant's or the Related Entity's (as the case may be) delivery to 
Landlord of the Expansion Option Notice; and/or (ii) Tenant or the 
Related Entity (as the case may be) has assigned all of its rights 
and delegated its obligations under the Lease to a party other than 
a Related Entity or Tenant has subleased all of the Premises; 
and/or (iii) Tenant has failed to timely, properly and duly 
exercise the Expansion Option in strict accordance with the 
provisions of this Section 43; and/or (iv) Tenant or the Related 
Entity (as the case may be) no longer has possession of all of the 
Premises.

                43.5.2  If any of the following described events occur the 
Expansion Option shall automatically terminate with respect to the 
Expansion Premises and thereafter be of no further force or effect: 
(i) Tenant elects not to exercise the Expansion Option; or (ii) 
Tenant fails to timely deliver the Expansion Option Notice to 
Landlord prior to the Expansion Option Date.  If any of the 
foregoing events occur, Tenant shall have no further right to 
exercise the Expansion Option thereafter.  It is the express 
intention of the parties hereto that the Expansion Option only be 
available to be exercised, declined or deemed declined by Tenant 
one time and the Expansion Option shall neither be construed nor 
interpreted as being a continuing right of Tenant or of a 
continuing nature.

        43.6.   Confidentiality Obligations.  Tenant hereby covenants and 
warrants to Landlord that Tenant shall (i) keep and maintain the terms 
and provisions of this Section 43 and the terms of any offers, 
acceptances and correspondence pursuant to this Section 43 strictly 
confidential, and (ii) not disclose, disseminate or otherwise publish the 
terms of this Section 43 or the terms of any offers, acceptances and 
correspondence to any party other than to Tenant's respective advisors.  
The foregoing covenant and warranty made by Tenant shall not apply in 
those instances where such disclosure is required by law, a valid court 
order, or in order to effectuate the provisions of this Section 43.  If 
any such disclosure is made, then Tenant shall ensure that each party to 
whom such disclosure is made will enter into a similar covenant and 
warranty to maintain such information in strict confidence for the 
benefit of Landlord.  If Tenant violates any of the provisions of this 
Section 43.6, then Landlord may immediately terminate the Expansion 
Option unless Tenant cures such violation within ten (10) days after 
Landlord's delivery to Tenant of written notice thereof.

        43.7    Time of the Essence.  Time is of the essence in the 
performance of the parties' respective obligations set forth in this 
Section 43.


44. OPTION TO PURCHASE

        44.1    Grant of Purchase Option:  Landlord hereby grants to Tenant 
the right and option (the "Purchase Option") to purchase the Park 
(inclusive of the Buildings, the parking structure and the Lot) subject 
to all of the terms, conditions and provisions contained in this Section 
44.  Notwithstanding anything to the contrary contained herein, if Tenant 
is in Chronic Default at any time during the Term of this Lease, then the 
Purchase Option granted herein shall immediately expire, lapse and 
terminate for all purposes as of the date of the occurrence of the last 
of such uncured default and thereafter shall be of no further force or 
effect.

        44.2    Term of Purchase Option:  The term of the Purchase Option 
(the "Purchase Option Term") shall be for a period of six (6) months, 
commencing on July 1, 1999 and ending on December 31, 1999.  Unless 
timely and properly exercised as provided herein, the Purchase Option 
shall expire, lapse and terminate for all purposes at the end of the 
Purchase Option Term and thereafter shall be of no further force or 
effect.  In such event, within five (5) days thereafter, Tenant shall 
execute, acknowledge and deliver to Landlord a quitclaim deed, in 
recordable form and as is then acceptable to Landlord, terminating its 
interest in, to and under the Purchase Option.

        44.3    Exercise of Purchase Option and Execution of Sale Agreement: 
 Tenant shall exercise the Purchase Option, if at all, by delivering 
written notice (the "Notice of Exercise") to Landlord within the Purchase 
Option Term and prior to the expiration of the Purchase Option Term.  The 
Notice of Exercise shall set forth the fact that the Purchase Option is 
being unconditionally and unequivocally exercised by Tenant with 
absolutely no contingencies except for (i) the delivery by Landlord into 
escrow of the Grant Deed and any other documents Landlord is required to 
deliver to effectuate the closing contemplated herein, and (ii) a thirty 
(30) day inspection period from the date on which the Notice of Exercise 
is delivered during which Tenant may perform a "Phase 1" environmental 
site assessment, review and approve any other leases, any contracts and 
title matters and notify Landlord of its approval of the acquisition of 
the Park (the "Inspection Period").  Within one (1) week after Tenant's 
delivery to Landlord of the Notice of Exercise, Landlord and Tenant shall 
execute and deliver a written sale agreement for the purchase of the 
Park, in form acceptable to both Landlord and Tenant (the "Sale 
Agreement").  Notwithstanding the foregoing nor anything to the contrary 
contained herein, the Sale Agreement shall provide for and contain, inter 
alia, the following provisions: (i) the provisions of this Section 44 
pertaining the sale of the Park (including but not limited to, the amount 
of the Purchase Price as specified herein, the method of payment of the 
Purchase Price as specified herein, the identity of the "Escrow Holder" 
or "Title Company" as specified herein, and the Closing Date as specified 
herein); (ii) that Tenant shall purchase the Park strictly "AS IS", 
"WHERE IS" and "WITH ALL FAULTS" and with absolutely no implied or 
express representations or warranties from Landlord or any of its agents, 
employees or representatives except as otherwise expressly set forth in 
Section 44.3.1 below; and (iii) Tenant shall unconditionally and 
unequivocally release Landlord and its members, agents, employees, 
representatives, lenders, successors and assigns from any and all claims, 
liabilities, demands, causes of action, matters, damages, judgments, 
losses, expenses, whether foreseeable, unforeseeable, known or unknown, 
in any manner relating to the Park, including without limitation, the 
condition of the Park.  Such release shall be in form acceptable to 
Landlord in its sole and absolute discretion, and shall include a release 
of claims as specified in California Civil Code Section 1542.  If for any 
reason whatsoever the Sale Agreement is not executed and delivered by 
both Landlord and Tenant prior to the expiration of said one (1) week 
period, then unless Landlord expressly extends such 1-week time period in 
writing, the Purchase Option shall expire, lapse and terminate for all 
purposes at the end of such one (1) week period and thereafter shall be 
of no further force or effect.

                44.3.1  Limited Representations of Landlord.  Except as then 
otherwise disclosed by Landlord to Tenant, Landlord shall make the 
following representations in the Sale Agreement, to the actual 
knowledge of Landlord:

       (a)     there is no litigation then pending or, to Landlord's 
actual knowledge threatened, against Landlord or the Park or any basis 
therefor that arises out of the ownership of the Park or that is likely to 
materially and detrimentally affect the use or operation of the Park for 
Tenant's intended purpose or materially and adversely affect the ability 
of Landlord to perform its obligations under the Sale Agreement.

      (b)     to Landlord's actual knowledge, other than the occupants 
of the Park, no other parties have the right of possession to any portion 
of the Park.

       (c)     Landlord has not given any other party an option to 
purchase the Park.

      (d)     to Landlord's actual knowledge, Landlord has not 
received written notice of any material pending violations of Laws 
excluding any matters or violations relating to Hazardous Materials or the 
physical condition of the Park.

        44.4    Effect of Exercise and Closing Date:  In the event Tenant 
exercises the Purchase Option as provided herein, then from the date of 
delivery of the Notice of Exercise Tenant unequivocally and 
unconditionally agrees to purchase the Park from Landlord and Landlord 
agrees to sell the Park in accordance with the provisions contained in 
this Section 44 and the Sale Agreement.  So long as Tenant has timely and 
properly exercised the Purchase Option and executed and delivered the Sale 
Agreement in strict accordance with the provisions of this Section 44, 
escrow shall close for the sale of the Park on the date which is sixty 
(60) days after the date on which Tenant delivers to Landlord the Notice 
of Exercise (the "Closing Date").  The Closing Date shall not be extended 
to a later date unless Landlord expressly agrees otherwise in writing, in 
Landlord's sole and absolute discretion.

        44.5    Purchase Price:  The purchase price (the "Purchase Price") of 
the Park shall be the sum in the amount of Sixteen Million Two Hundred 
Forty-Five Thousand Twenty Dollars ($16,245,020.00), subject to 
prorations.  Tenant shall pay the Purchase Price to Landlord at Close of 
Escrow (defined below), in cash, in immediately available funds via wire 
transfer or cashier's check drawn upon a California bank, at Close of 
Escrow.  Tenant shall deliver such funds into escrow by no later than one 
(1) business day prior to the Closing Date or such earlier date as may be 
required by the Escrow Holder.

        44.6    Conveyance:  Landlord shall by grant deed, in form reasonably 
acceptable to Landlord (the "Grant Deed"), at Close of Escrow (defined 
below) convey to Tenant fee title to the Park subject to all taxes and 
assessments, matters of record, all encumbrances and liens (other than 
any lien of a deed of trust or mortgage executed by Landlord in favor a 
lender with respect to the Park or other monetary encumbrances created by 
Landlord), applicable Laws, rules and regulations and the exceptions to 
title as set forth in a preliminary title report (the "Title Report") 
from Fidelity National Title Insurance Company ("Escrow Holder" or "Title 
Company"), located at 50 California Street, Suite 2950, San Francisco, 
California 94111 (Mr. Bill Waite).  Evidence of title to the Park shall 
be insured by use of the form of a California Land Title Association 
policy of title insurance (the "CLTA Owner's Title Policy"), naming 
Tenant as the insured, which insurance shall be in the amount of the 
Purchase Price. 

        44.7    Escrow and Possession:  Within two (2) business days after 
the date on which Tenant delivers to Landlord the Notice of Exercise, 
Tenant shall open escrow for this sale with the Title Company.  All 
escrow instructions shall be consistent with the terms and conditions of 
this Section 44 and the Sale Agreement.  Close of escrow ("Close of 
Escrow") means the moment when the Grant Deed is recorded in the Official 
Records of Los Angeles County, California.  Title shall be conveyed and 
possession given to Tenant at Close of Escrow, subject to this Lease if 
Tenant so elects, in writing.  Escrow shall close on the Closing Date.  
Each party shall timely deposit such documents, monies and written escrow 
instructions with the Escrow Holder as may be necessary for the 
conveyance of the Park in accordance with the terms of this Section 44 
and the Sale Agreement.

        44.8    Condition of Park:  Tenant acknowledges that prior to Close 
of Escrow it or its agents will have occupied the Premises, inspected the 
Park and observed the physical characteristics and condition of the Park. 
 Tenant hereby waives any and all deficiencies and defects in the 
physical characteristics and condition of the Park which would be 
disclosed by such inspection.  Tenant further acknowledges that except 
for the limited representations set forth in Section 44.3.1 hereof 
neither Landlord or any of Landlord's employees, agents or 
representatives have made or will make any representations, warranties or 
agreements by or on behalf of Landlord as to any matters concerning the 
Park, the present use thereof or the suitability of Tenant's intended use 
of the Park, including without limitation, the suitability of the 
topography; the availability of water rights or utilities; the present 
and future zoning, subdivision and any and all other land use matters; 
the condition of the soil, subsoil or groundwater of the Park and any and 
all other environmental matters; the purposes(s) to which the Park is 
suited; drainage; flooding; access to public roads; or proposed routes of 
roads or extensions thereof.

        44.9    Closing Costs and Prorations:  All costs associated with the 
transfer of title to the Park and the associated escrow shall be in 
accordance with the customary practices in Los Angeles County except as 
otherwise expressly set forth herein.  Landlord shall pay the applicable 
city transfer taxes (if any), the documentary county transfer taxes, one-
half of the escrow fees, and the recording costs with respect to the 
Grant Deed and to remove monetary liens attributable to financing 
obtained by Landlord with respect to the Park.  Tenant shall pay one-half 
of the escrow fees, and the recording costs for any instruments it 
desires to be recorded.  Tenant may elect to cause the Title Company to 
issue an ALTA Owner's Policy of Title Insurance (extended coverage) and 
if Tenant so elects, Tenant shall timely provide the Title Company with 
an ALTA Survey of the Park, at its sole cost and expense (the "ALTA 
Policy").  Landlord shall pay the premium charged for the CLTA Owner's 
Title Policy (excluding endorsements) and Tenant shall pay for any 
incremental premiums or other charges related to the ALTA Policy 
(including endorsements).  Real property taxes and assessments, except 
for those paid by Tenant under the Lease, shall be prorated as of Close 
of Escrow.  Rent and other operating expenses for the Lease shall also be 
prorated as of Close of Escrow.  Each party shall pay the legal fees 
incurred for its own legal counsel.

        44.10   Broker's Commission:  No brokerage commission or fee shall be 
due or payable to any party in connection with the transfer of the Park 
as contemplated in this Section 44 and in the Sale Agreement.  Landlord 
and Tenant each covenant to the other that they have not entered into any 
agreement or incurred any obligation which may result in the obligation 
of the other party to pay a sales or brokerage commission or finder's fee 
on this transaction to any party or company.

        44.11   Assignment:  The terms and provisions of this Section 44 
shall be binding upon and inure to the benefit of the parties' 
successors.  Except for an assignment to a Related Entity as part of this 
Lease, the Purchase Option is personal to Tenant and may not be assigned, 
voluntarily or involuntarily, to any party or entity, separate from or as 
part of the Lease.  Any such attempted assignment in violation of the 
foregoing shall be null and void.


45. LETTER OF CREDIT

Simultaneously with Tenant's delivery to Landlord of this Lease, the 
first month's Base Rent and Security Deposit in accordance with the 
provisions of Section 3 above, Tenant shall deliver to Landlord, as 
collateral for the full and faithful performance by Tenant of all of its 
obligations under this Lease and for all losses and damages Landlord may 
suffer as a result of any default by Tenant under this Lease, an 
irrevocable and unconditional negotiable letter of credit, in the form 
and containing the terms required herein, payable in the City of Irvine, 
California running in favor of Landlord issued by a solvent bank under 
the supervision of the Superintendent of Banks of the State of 
California, or a National Banking Association (the "Issuer"), in the 
amount of Five Hundred Thousand Dollars ($500,000.00), (the "Letter of 
Credit").  The Letter of Credit shall be (a) at sight, irrevocable and 
unconditional, (b) maintained in effect, whether through replacement, 
renewal or extension, until one (1) month after the entire Lease Term or 
until such time as Tenant achieves three (3) successive quarters of 
positive earnings before interest, taxes, depreciation and amortization 
as reported in Tenant's audited 10Q (the "Letter of Credit Expiration 
Date") and Tenant shall deliver a new Letter of Credit or certificate of 
renewal or extension to Landlord at least thirty (30) days prior to the 
expiration of the Letter of Credit, without any action whatsoever on the 
part of Landlord, (c) subject to the Uniform Customs and Practices for 
Documentary Credits (1993-Rev) International Chamber of Commerce 
Publication #500, (d) acceptable to Landlord in its reasonable 
discretion, and (e) fully assignable by Landlord by amendment thereto in 
accordance with customary letter of credit practice and shall permit 
partial draws.  In addition to the foregoing, the form and terms of the 
Letter of Credit (and the bank issuing the same) shall be acceptable to 
Landlord, in Landlord's reasonable discretion, and shall provide, among 
other things, in effect that: (1) Landlord, or its then managing agent, 
shall have the right to draw down an amount up to the face amount of the 
Letter of Credit upon the presentation to the issuing bank of Landlord's 
(or Landlord's then managing agent's) statement that such (A) amount is 
due to Landlord under the terms and conditions of this Lease, it being 
understood that if Landlord or its managing agent be a limited liability 
company, corporation, partnership or other entity, then such statement 
shall be signed by a managing member (if a limited liability company), an 
officer (if a corporation), a general partner (if a partnership), or any 
authorized party (if another entity), and (B) an event of default has 
occurred under this Lease and, all applicable notice and cure periods 
have elapsed; (2) the Letter of Credit will be honored by the issuing 
bank without inquiry as to the accuracy thereof and regardless of whether 
the Tenant disputes the content of such statement; and (3) in the event 
of a transfer of Landlord's interest in the Premises, Landlord shall 
transfer the Letter of Credit, in whole or in part (or cause at Tenant's 
expense a substitute letter of credit to be delivered, as applicable), to 
the transferee and thereupon the Landlord shall, without any further 
agreement between the parties, be released by Tenant from all liability 
therefor, and it is agreed that the provisions hereof shall apply to 
every transfer or assignment of the whole or any portion of said Letter 
of Credit to a new Landlord.  Tenant hereby acknowledges and agrees that 
Landlord is entering into this Lease in material reliance upon the 
ability of Landlord to draw upon the Letter of Credit upon the occurrence 
of any default on the part of Tenant hereunder which continues beyond any 
applicable notice and cure periods.  Tenant further acknowledges and 
agrees that if Landlord cannot draw upon the Letter of Credit within the 
times and in the manner as anticipated by Landlord herein, Landlord shall 
suffer irreparable damage, harm and injury.  From time to time during the 
Term of this Lease, including, but not limited to, the event whereby 
Tenant meets certain financial condition criterion as set forth in this 
Section 45, it is anticipated by the parties that the Letter of Credit 
will need to be amended, modified and, possibly reissued.  Landlord and 
Tenant hereby covenant and agree to cooperate with one another to 
promptly effectuate any such amendments, modifications and new issuances, 
including without limitation, executing and submitting to the Issuer any 
and all documents or instruments as may be reasonably required to 
effectuate same.  Each and every time during the Term of this Lease there 
is a change in the identity or address of the parties, including without 
limitation, any change in the identity of Landlord due to the sale, 
transfer or other conveyance by Landlord of its rights and interests in, 
to and under this Lease to any other party, person or entity, the Letter 
of Credit shall immediately be amended or reissued to reflect such 
changes and the parties hereby agree to execute and submit to the Issuer 
such further applications, documents and instruments as may be necessary 
to effectuate same.  It is the intention of the parties that each and 
every successor and assign of both Landlord and Tenant be bound by and 
subject to the terms and provisions of this Section 45.  Landlord may, at 
any time and without notice to Tenant and without first obtaining 
Tenant's consent thereto, assign all or any portion of its interest in 
and to the Letter of Credit to another party, person or entity, 
regardless of whether or not such assignment is separate from or as a 
part of the assignment by Landlord of its rights and interests in and to 
this Lease.  If, as a result of any such application of all or any part 
of the Letter of Credit, the amount of the Letter of Credit shall be less 
than Five Hundred Thousand Dollars ($500,000.00), Tenant shall within 
five (5) business days thereafter provide Landlord with additional 
letter(s) of credit in an amount equal to the deficiency (or a 
replacement letter of credit in the total amount of Five Hundred Thousand 
Dollars ($500,000.00) and each such additional (or replacement) letter of 
credit shall comply with all of the provisions of this Section 45, and if 
Tenant fails to do so, notwithstanding anything to the contrary contained 
in Section 20 hereof, the same shall constitute an incurable default by 
Tenant.  Tenant further covenants and warrants that it will neither 
assign nor encumber the Letter of Credit or any part thereof and that 
neither Landlord nor its successors or assigns will be bound by any such 
assignment, encumbrance, attempted assignment or attempted encumbrance.  
Without limiting the generality of the foregoing, if the Letter of Credit 
expires earlier than the Letter of Credit Expiration Date, Landlord will 
accept a renewal thereof or substitute letter of credit (such renewal or 
substitute letter of credit to be in effect not later than thirty (30) 
days prior to the expiration thereof), which shall be irrevocable and 
automatically renewable as above provided through the Letter of Credit 
Expiration Date upon the same terms as the expiring letter of credit or 
such other terms as may be acceptable to Landlord in its reasonable 
discretion.  However, if the Letter of Credit is not timely renewed or a 
substitute letter of credit is not timely received, or if Tenant fails to 
maintain the Letter of Credit in the amount and terms set forth in this 
Section 45, Landlord shall have the right to present such Letter of 
Credit to the bank in accordance with the terms of this Section 45, and 
the entire sum evidenced thereby shall be paid to and held by Landlord as 
collateral for performance of all of Tenant's obligations under this 
Lease and for all losses and damages Landlord may suffer as a result of 
any default by Tenant under this Lease.  If there shall occur a default 
under this Lease as set forth in Section 20 of this Lease, Landlord may, 
but without obligation to do so, draw upon the Letter of Credit, in part 
or in whole, to cure any default of Tenant and/or to compensate Landlord 
for any and all damages of any kind or nature sustained or which may be 
sustained by Landlord resulting from Tenant's default.  Tenant agrees not 
to interfere in any way with payment to Landlord of the proceeds of the 
Letter of Credit, either prior to or following a "draw" by Landlord of 
any portion of the Letter of Credit, regardless of whether any dispute 
exists between Tenant and Landlord as to Landlord's right to draw from 
the Letter of Credit.  No condition or term of this Lease shall be deemed 
to render the Letter of Credit conditional to justify the issuer of the 
Letter of Credit in failing to honor a drawing upon such Letter of Credit 
in a timely manner.  Landlord and Tenant acknowledge and agree that in no 
event or circumstance shall the Letter of Credit or any renewal thereof 
or substitute therefor be (i) deemed to be or treated as a "security 
deposit" within the meaning of California Civil Code Section 1950.7 (as 
supplemented, amended, replaced and substituted from time to time), (ii) 
subject to the terms of such Section 1950.7 (as supplemented, amended, 
replaced and substituted from time to time), or (iii) intended to serve 
as a "security deposit" within the meaning of such Section 1950.7 (as 
supplemented, amended, replaced and substituted from time to time). The 
parties hereto recite that, with respect to the Letter of Credit, (x) the 
Letter of Credit is not intended to serve as a security deposit and such 
Section 1950.7 (as supplemented, amended, replaced and substituted from 
time to time) and any and all other laws, rules and regulations 
applicable to security deposits in the commercial context ("Security 
Deposit Laws") shall have no applicability or relevancy to the Letter of 
Credit and (y) Tenant waives any and all rights, duties and obligations 
either party may now or, in the future, will have relating to or arising 
from the Security Deposit Laws.


46. TENANT'S ABILITY TO PERFORM LANDLORD'S UNPERFORMED OBLIGATIONS

Notwithstanding anything to the contrary contained in this Lease, if 
Landlord shall fail to perform any of the terms, provisions, covenants or 
conditions to be performed or complied with by Landlord under Section 
11.2 of this Lease with respect only to the Premises (such terms, 
provisions, covenants or conditions are referred to herein, collectively 
as "Landlord Repair Obligations") after expiration of all applicable 
notice and cure periods for Landlord's and any mortgagee's benefit as set 
forth in Sections 23 and 33, respectively, then Tenant may, at Tenant's 
option and risk, but without any obligation to do so, after delivery of 
an additional twenty (20) day prior written notice to Landlord, perform 
such Landlord Repair Obligations on Landlord's behalf.  If Tenant so 
performs any of such Landlord Repair Obligations hereunder, then Tenant 
will perform such Landlord Repair Obligations (1) in compliance with all 
applicable Laws, regulations and requirements to which Landlord would be 
subject under this Lease (if Landlord were performing such Landlord 
Repair Obligations), (2) in a good workmanlike manner  using materials of 
a quality and grade at least equal to that in place as of the date of 
delivery of the Premises to Tenant, if applicable, (3) without 
interfering with the rights of other tenants of the Park, and (4) in 
compliance with the terms and provisions of Section 10.1 hereof, as 
applicable.  Tenant will promptly assign to Landlord any warranties or 
guaranties in respect of any Landlord Repair Obligations.  If Tenant so 
performs any of such Landlord Repair Obligations hereunder, the full 
amount of the fair and reasonable costs and expenses incurred by Tenant 
shall be owing by Landlord to Tenant, and Landlord shall pay to Tenant 
the full undisputed amount thereof within sixty (60) days of Landlord's 
receipt of Tenant's written demand therefor together with reasonable 
evidence verifying the amount of such costs and expenses.


47. SATELLITE DISH

Tenant shall have the right (but only to the extent permitted by the City 
of  El Segundo and all agencies and governmental authorities having 
jurisdiction thereof), at Tenant's sole cost and expense, to install and 
operate a satellite or microwave dish or dishes ("Satellite Dishes") 
along with any necessary cables ("Cables") on a portion of the roof of 
the Building to be designated by Landlord ("Roof Space") for the Term of 
the Lease (the Satellite Dishes and Cables are hereinafter collectively 
referred to as the "Equipment").  The location and size of the Equipment 
shall be subject to Landlord's approval, not to unreasonably withheld and 
which best promotes the safety, aesthetics and efficiency of the 
Equipment; provided, all of the Equipment and any modifications thereto 
or placement thereof shall be (i) at Tenant's sole cost and expense, (ii) 
contained visually within the roof screen, (iii) installed and operated 
to Landlord's reasonable specifications, and (iv) installed, maintained, 
operated and removed in accordance with all Recorded Matters, applicable 
Laws, and the provisions of Section 10 of this Lease.  For purposes 
hereof, the Equipment shall be construed as part of the Tenant's Property 
and shall be removed by Tenant at the expiration or earlier termination 
of this Lease.  Landlord shall cooperate reasonably with Tenant to modify 
the roof screen placement (subject to all applicable Laws and Recorded 
Matters) if required for signal quality, reconfiguration due to the 
installation of any HVAC systems and other reasonable considerations; 
provided, the cost of all such modifications shall be solely the 
responsibility of Tenant.  All modifications to the Building, including 
the Roof Space, if any, shall be reasonably approved by Landlord prior to 
commencement of any work with respect to the Equipment.  No additional 
rent shall be paid by Tenant for use of the Roof Space and operation of 
the Equipment.  The Equipment shall remain the property of Tenant and 
Tenant shall remove the Equipment upon the expiration or earlier 
termination of the Lease in accordance with the provisions of Section 10 
of this Lease.  Tenant shall restore the Roof Space and any other portion 
of the Building affected by the Equipment to its original condition, 
excepting ordinary wear and tear and/or damage or destruction due to fire 
or other casualty not caused directly or indirectly by Tenant, its 
agents, employees, contractors or the Equipment or any part thereof.  
Notwithstanding anything to the contrary contained herein, Tenant may not 
assign, lease, rent, sublet or otherwise transfer any of its interest in 
the Roof Space or the Equipment except together with the remainder of all 
of the Premises as more particularly set forth in Section 15.  Each of 
the other provisions of this Lease shall be applicable to the Equipment 
and the use of the Roof Space by Tenant, including without limitation, 
Sections 12 and 14 of this Lease.  The Equipment shall comply with all 
rules and regulations of the Federal Communications Commission and all 
other agencies having jurisdiction thereof.  If applicable, Tenant shall 
provide to Landlord a copy of (i) the Federal Communications Commission 
(or other agency) grant which has awarded frequencies to Tenant and (ii) 
a list of Tenant's frequencies.  Anything to the contrary contained 
herein notwithstanding, if, during the Lease Term, as such Term may be 
extended, Landlord, in its reasonable judgment, believes that the 
Equipment poses a threat to human health or otherwise may be an 
environmental hazard that cannot be remediated or has not been remediated 
within ten (10) days after Tenant has been notified thereof, then Tenant 
shall immediately cease all operations of the Equipment and Tenant shall 
remove all of the Equipment within thirty (30) days thereafter.  To the 
best of Tenant's knowledge, Tenant represents to Landlord that the 
Equipment shall not emit or project any electro-magnetic fields which 
pose a threat to human health or otherwise may be an environmental 
hazard.  In addition, Tenant shall be solely responsible for insuring the 
Equipment and Landlord shall have no responsibility therefor.  Tenant 
shall indemnify, defend (by counsel reasonably acceptable to Landlord) 
and hold harmless Landlord and the other Indemnitees from and against any 
and all claims, demands, liabilities, damages, judgments, losses, 
penalties, costs and expenses (including reasonable attorneys' fees) 
Landlord may suffer or incur arising out of or related to the 
installation, use, operation, maintenance, replacement and/or removal of 
the Equipment or any portion thereof, including without limitation.  the 
cost of repairs and replacements to the roof of the Building occasioned 
by the installation, maintenance, repairs and removal of the Equipment.


        IN WITNESS WHEREOF, this Lease is executed by the parties as of the 
Lease Date referenced in the Basic Lease Information.


LANDLORD:

LINCOLN-RECP CM-ES OPCO, LLC,
a Delaware limited liability company

By:     Legacy Partners Commercial, Inc.,
                as agent for LINCOLN-RECP CM-ES OPCO, LLC

                By:     ___________________________
                                                , Vice President

Date:   ________________________, 1999


TENANT:

Exodus Communications, Inc.,
a Delaware corporation


By:     ____________________________
Name:   ____________________________
Title:  ____________________________


By:     ____________________________
Name:   ____________________________
Title:  ____________________________


Date:   ________________________, 1999


                                   EXHIBIT A

                                    PREMISES


This exhibit, entitled "Premises", is and shall constitute EXHIBIT A to 
that certain Lease Agreement,  dated for reference purposes as of March 
26, 1999 (the "Lease"), by and between LINCOLN-RECP CM-ES OPCO, LLC, a 
Delaware limited liability company ("Landlord"), and Exodus 
Communications, Inc., a Delaware corporation ("Tenant"), for the 
leasing of certain premises located at 198 North Nash Street, El Segundo, 
California (the "Premises").

The Premises consist of the rentable square footage of space specified in 
the Basic Lease Information and has the address specified in the Basic 
Lease Information.  The Premises consist of the entirety of the Building 
specified in the Basic Lease Information.


                                   EXHIBIT B 

                             TENANT IMPROVEMENTS


This exhibit, entitled "Tenant Improvements", is and shall constitute 
EXHIBIT B to that certain Lease Agreement, dated for reference purposes 
as of March 26, 1999 (the "Lease"), by and between LINCOLN-RECP CM-ES 
OPCO LLC, a Delaware limited liability company ("Landlord"),  and Exodus 
Communications, Inc., a Delaware corporation ("Tenant"), for the leasing 
of certain premises located at 198 North Nash Street, El Segundo, 
California.  The terms, conditions and provisions of this EXHIBIT B are 
hereby incorporated into and are made a part of the Lease.  Any 
capitalized terms used herein and not otherwise defined herein shall have 
the meaning ascribed to such terms as set forth in the Lease.

1. Tenant to Construct Tenant Improvements.  Subject to the conditions 
set forth below, Tenant shall be solely responsible for the planning, 
design, construction and completion of the interior tenant improvements 
("Tenant Improvements") to the Premises in accordance with the terms and 
conditions of this EXHIBIT B.  "Tenant Improvements" shall specifically 
not include any of Tenant's trade fixtures, equipment, furniture, 
furnishings, telephone equipment or other personal property 
(collectively, "Personal Property").  The Tenant Improvements shall 
include any and all interior improvements to be made to the Premises as 
specified in the Final Drawings (defined below), as agreed to by Tenant 
and Landlord.

2.      Tenant Improvement Plans.

        A.      Preliminary Plans and Specifications.  Tenant and/or Tenant's 
Representatives shall furnish to Landlord preliminary working 
architectural and engineering plans and specifications ("Preliminary 
Plans and Specifications") for the Tenant Improvements.  The Preliminary 
Plans and Specifications shall be in sufficient detail to show power and 
plumbing requirements, regular and special HVAC needs, telephone and 
electrical outlets, lighting, lighting fixtures and related power, and 
all other building improvements.  All plans, drawings, specifications and 
other details describing the Work which have been, or are hereafter, 
furnished by or on behalf of Tenant shall be subject to Landlord's 
reasonable approval or disapproval, which shall be provided within five 
(5) business days after Landlord receives the Preliminary Plans and 
Specifications and, if disapproved, Landlord shall return the Preliminary 
Plans and Specifications to Tenant, who shall make all necessary 
revisions within ten (10) days after Tenant's receipt thereof.  This 
procedure shall be repeated until Landlord approves the Preliminary Plans 
and Specifications.  The approved Preliminary Plans and Specifications, 
as modified, shall be deemed the "Final Preliminary Plans and 
Specifications".  Notwithstanding the foregoing, Landlord hereby 
consents to the following minimum items comprising the scope of work, the 
specifics of which will be included in the Preliminary Plans and 
Specifications and subject to Landlord's reasonable approval, as set 
forth herein, provided that in giving such approval Landlord shall not 
require any material deviation in the following described scope of work:

Demolition      Minimum demolition is required.  The 1st floor 
Electrical Room, freight elevator and stairwell will be 
removed.  New stairwell will be added in the northwest 
corner of the building.

Site Work       In order to accommodate new mechanical and electrical 
equipment, the following site work will be required.

       o       Pour concrete pad and install fencing for new air-
cooled condensing units.
       o       Excavate an area of approximately 60' x 100' in the 
rear of the building in order to accommodate a 
new block wall and concrete pad.
       o       Construct block wall approximately 14' high for new 
diesel engine generators, switchgear and SCE 
electrical equipment.
       o       Construct block wall building with roof for new UPS, 
switchgear and batteries.  This room will also be 
climate controlled for optimum life.

Structural   To accommodate new mechanical fan coil unit, it will be 
necessary to construct two equipment platforms inside 
of the building at approximately 16' high.  Equipment 
platform will be 40' wide by approximately 220' long 
and be installed running parallel to the north side of 
the building and parallel to the south side of the 
building.  Each equipment platform will accommodate 
approximately 5 or 6 mechanical fan coil units.

Interior Construction   In the northwest corner of the building Tenant 
will construct interior offices and the Network 
Operations Center (NOC), NODE (Fiber Room), MIS Room 
and Conference Rooms.  Level 5 Bullet Resistant walls, 
doors and windows will protect the Customer Lobby.  
Interior construction to total approximately 10,000 to 
12,000 square feet.

Raised Access Floor     Approximately 60,000 square feet of the 1st floor 
will be covered by a raised access floor system 
installed 12" above slab.  This accommodates underfloor 
power cabling, network cabling and fiber.

Mechanical    To properly cool the Internet Data Center area, Air 
cooled mechanical systems will be installed 
distributing air through overhead ductwork throughout 
the building.  Fan coil units will be located on 
equipment platforms above the T-bar ceiling and below 
the roof and will be connected to air cooled condensers 
outside of the building installed on concrete equipment 
pads.

Electrical   Existing main services to the building will be upgraded 
to accommodate tenant requirements.  SCE has agreed to 
bring an upgraded feeder, as well as, a second feeder 
to the property.  For backup power, five (5) 1250KW 
diesel engine generators will be installed with fuel 
storage providing a minimum of two (2) days of 
operation in the event of power outage.  Tenant will 
install metering switchgear, transformers and 
substations to accommodate installation of 
sophisticated electrical equipment consisting of 
switchgear, uninterruptible power supply systems and 
batteries.  Power will be distributed throughout the 
Internet Data Center via portable power distribution 
units located within the Internet Data Center on the 
access floor.  Underfloor power cables will be used to 
distribute power to each customer co-location space.

Fire Protection         Tenant will install a fire alarm and detection 
system providing early warning of smoke or fire.  Fire 
alarms systems will be integrated into a dry type pre-
action sprinkler system providing discharge only in the 
event of a fire.

Security and      Sophisticated security and monitoring systems 
will be installed to monitor and
Monitoring              control operation and access of the Internet Data 
Center.

Elevator     To accommodate the 2nd Floor office space, Tenant will 
install a people rated elevator providing access from 
the existing Lobby in the southwest corner of the 
building to the second floor.

Shipping/
Receiving Dock  To remain as is.

Parking         Approximately 30 to 40 parking spaces will be eliminated on 
the East End of the building to accommodate 
installation of diesel engine generators, switchgear 
and UPS systems.

Notwithstanding the foregoing or anything to the contrary contained in 
this Exhibit B or in the Lease, the aforesaid scope of work shall in all 
events and circumstances be in compliance with all applicable Laws, 
including without limitation, all applicable requirements of the City of 
El Segundo, the Uniform Building Code and local ordinances.  Without 
limiting the generality of the foregoing, Tenant hereby acknowledges and 
agrees that as of the Delivery Date, there will be two hundred thirty-
five (235) exclusive parking spaces striped for Tenant's use within the 
Premises.  The parties hereby further acknowledge and agree that any 
elimination by Tenant of any parking spaces must be in accordance with 
the requirements of all applicable Laws, including without limitation, 
the requirements of the City of El Segundo with respect thereto.  Prior 
to Tenant applying for or attempting to obtain any variance, conditional 
use permit or other land use approval pursuant to which the zoning and 
land use requirements applicable to the Premises will be affected 
thereby, Tenant shall first obtain Landlord's prior written consent 
thereto, which consent shall not be unreasonably withheld or delayed.  
However, Tenant hereby assumes any and all risk that the governmental and 
regulatory agencies will not permit parking spaces within the Premises to 
be eliminated.  Upon Landlord's request to be delivered to Tenant at 
least sixty (60) days prior to the expiration or earlier termination of 
this Lease, Tenant shall cause any such variance, conditional use permit 
or other land use approval obtained by Tenant with respect to the 
premises to be removed or discontinued as of the termination of the 
Lease.

        B.      Final Plans and Specifications.  After the Final Preliminary 
Plans and Specifications are approved by Landlord and are deemed to be 
the Final Preliminary Plans and Specifications, Tenant shall cause to be 
prepared the final working architectural and engineering plans, 
specifications and drawings, ("Final Plans and Specifications") for the 
Tenant Improvements.  Tenant shall then deliver the Final Plans and 
Specifications to Landlord.  Landlord shall reasonably approve or 
disapprove the Final Plans and Specifications within five (5) business 
days after Landlord receives the Final Plans and Specifications and, if 
disapproved, Landlord shall return the Final Plans and Specifications to 
Tenant, who shall make all necessary revisions within ten (10) days after 
Tenant's receipt thereof.  This procedure shall be repeated until 
Landlord approves the Final Plans and Specifications.  The approved Final 
Plans and Specifications, as modified, shall be deemed the "Construction 
Documents".

        C.      Miscellaneous.  All deliveries of the Preliminary Plans and 
Specifications, the Final Preliminary Plans and Specifications, the Final 
Plans and Specifications, and the Construction Documents between the 
parties shall be via messenger service, personal hand delivery or 
overnight parcel service.  While Landlord has the right to approve the 
Preliminary Plans and Specifications, the Final Preliminary Plans and 
Specifications, the Final Plans and Specifications, and the Construction 
Documents, Landlord's interest in doing so is to protect the Premises, 
the Building and Landlord's interest therein.  Accordingly, Tenant shall 
not rely upon Landlord's approvals and Landlord shall not be the 
guarantor of, nor responsible for, the adequacy  and correctness or 
accuracy of the Preliminary Plans and Specifications, the Final 
Preliminary Plans and Specifications, the Final Plans and Specifications, 
and the Construction Documents, or the compliance thereof with applicable 
Laws, and Landlord shall incur no liability of any kind by reason of 
granting such approvals.  Tenant agrees to, and does hereby, assume full, 
sole and complete responsibility to ensure that the Final Preliminary 
Plans and Specifications, the Final Plans and Specifications, and the 
Construction Documents are adequate to fully meet the needs and 
requirements of Tenant's intended operations of its business within the 
Premises and Tenant's use of the Premises.

        D.      Building Standard Work.  The Construction Documents shall 
provide that the Tenant Improvements to be constructed in accordance 
therewith must be at least equal, in quality, to Landlord's building 
standard materials, quantities and procedures then in use by Landlord 
("Building Standards") attached hereto as Exhibit B-2, and shall 
consist of improvements which are generic in nature.

        E.      Construction Agreements.  Tenant hereby covenants and agrees 
that it will use commercially reasonable efforts to include in each and 
every agreement made with the Architect and the Contractor with respect 
to the Tenant Improvements, a provision specifying that the Landlord 
shall be a third party beneficiary thereof, including without limitation, 
a third party beneficiary of all covenants, representations, indemnities 
and warranties made by the Architect and/or Contractor.

        F.      Change Orders.  Tenant shall obtain Landlord's prior written 
approval of any and all proposed change orders which either affect the 
structural integrity of the Building or are otherwise reasonably 
considered to be a material change to any of the Construction Documents.

        G.      Confidentiality.  Landlord acknowledges that Tenant has 
advised Landlord that (i) Tenant is in the "Managed Internet Services" 
business, (ii) the manner in which the Tenant Improvements are designed, 
engineered, and constructed is unique, and an integral part of Tenant's 
business and, as such, is confidential information and (iii) Tenant's 
Property and the manner in which it is integrated and installed is 
proprietary and confidential.  Landlord agrees to use diligent efforts to 
hold and maintain all such confidential information in strict confidence, 
not to disclose such information to third parties and not to use any such 
information for any purpose except that Landlord may (1) disclose such 
information to its employees, members, contractors, agents, consultants, 
representatives, lenders and legal representatives who need to know such 
information, (2) disclose and/or use such information in order to perform 
its obligations under this Lease or in the event of an emergency 
involving the Premises, (3) disclose such information to the extent 
required in order to sell or otherwise convey the Lot, the Building or 
the Park to a purchaser, and (4) disclose such information as may be 
required by court order, any Law, subpoena, or otherwise to prosecute or 
defend itself with respect to the Lease or any matters relating thereto. 
 Landlord's breach of this covenant shall be a material breach of this 
Lease and Tenant may initiate a legal proceeding to enjoin any such 
breach.  For purposes hereof, any and all of such information which is in 
the public records or otherwise in the public domain shall not be 
considered part of the "confidential information" referred to herein.

3.      Permits.  Tenant, at its sole cost and expense (subject to the 
provisions of Paragraph 5 below) shall obtain all governmental approvals 
of the Construction Documents to the full extent necessary for the 
issuance of a building permit for the Tenant Improvements based upon such 
Construction Documents.  Tenant, at its sole cost and expense, shall also 
cause to be obtained all other necessary approvals and permits from all 
governmental agencies having jurisdiction or authority for the 
construction and installation of the Tenant Improvements in accordance 
with the approved Construction Documents.  Tenant, at its sole cost and 
expense (subject to the provisions of Paragraph 5 below) shall undertake 
all steps necessary to ensure that the construction of the Tenant 
Improvements is accomplished in strict compliance with all statutes, 
laws, ordinances, codes, rules and regulations applicable to the 
construction of the Tenant Improvements and the requirements and 
standards of any insurance underwriting board, inspection bureau or 
insurance carrier insuring the Premises.

4.      Construction.

        A.      Tenant shall be solely responsible for the construction, 
installation and completion of the Tenant Improvements in accordance with 
the Construction Documents approved by Landlord and is solely responsible 
for the payment of all amounts when payable in connection therewith 
without any cost or expense to Landlord, except for Landlord's obligation 
to contribute the Tenant Improvement Allowance in accordance with 
Paragraph 5 below.  Tenant shall diligently proceed with the construction, 
installation and completion of the Tenant Improvements in accordance with 
the Construction Documents and the completion schedule reasonably approved 
by Landlord.  No material changes shall be made to the Construction 
Documents and the completion schedule approved by Landlord without 
Landlord's prior written consent, which consent shall not be unreasonably 
withheld.

        B.      Landlord shall reasonably approve Tenant's selection of the 
licensed, insured and bonded general contractor (the "Contractor"), and 
after selection of the Contractor, Tenant shall employ the Contractor to 
construct the Tenant Improvements in accordance with the Construction 
Documents.  The construction contracts between Tenant and the Contractor 
and between the Contractor and subcontractors shall be subject to 
Landlord's prior written approval, which approval shall not be 
unreasonably withheld or conditioned.  Proof that the Contractor is 
licensed in California, is bonded as required under California law, and 
has the insurance specified in Exhibit B-1, attached hereto and 
incorporated herein by this reference, shall be provided to Landlord at 
the time the Tenant requests approval of the Contractor from Landlord.  
Tenant shall comply with or cause the Contractor to comply with all other 
terms and provisions of Exhibit B-1.

        C.      Prior to the commencement of the construction and 
installation of the Tenant Improvements, Tenant shall provide the 
following to Landlord, all of which shall be to Landlord's reasonable 
satisfaction and approval:

                (i)     An estimated budget and cost breakdown for the Tenant 
Improvements.

                (ii)    Estimated completion schedule for the Tenant 
Improvements.

                (iii)   Copies of all required approvals and permits from 
governmental agencies having jurisdiction or authority for the 
construction and installation of the Tenant Improvements.

                (iv)    Evidence of Tenant's procurement of insurance required
to be obtained pursuant to the provisions of Paragraphs 4.B and 4.G.

        D.      Landlord shall, at all reasonable times, have a right to 
inspect the Tenant Improvements and Tenant shall immediately cease work 
upon written notice from Landlord if the Tenant Improvements are not in 
compliance with the Construction Documents approved by Landlord.  If 
Landlord shall give notice of faulty construction or any other deviation 
from the Construction Documents, Tenant shall cause Contractor to make 
corrections promptly.  However, neither the privilege herein granted to 
Landlord to make such inspections, nor the making of such inspections by 
Landlord shall operate as a waiver of any rights of Landlord to require 
good and workmanlike construction and improvements constructed in 
accordance with the Construction Documents.

        E.      Subject to Landlord complying with its obligations in 
Paragraph 5 below, Tenant shall pay and discharge promptly and fully all 
claims for labor done and materials and services furnished in connection 
with the Tenant Improvements.  The Tenant Improvements shall not be 
commenced until five (5) business days after Landlord has received notice 
from Tenant stating the date the construction of the Tenant Improvements 
is to commence so that Landlord can post and record any appropriate 
Notice of Non-Responsibility.

        F.      Tenant shall maintain or cause to be maintained, during the 
construction of the Tenant Improvements, at its sole cost and expense, 
insurance of the types and in the amounts specified in Exhibit B-1 and in 
the applicable provisions of the Lease, together with builders' risk 
insurance for the amount of the completed value of the Tenant 
Improvements on an all-risk non-reporting form covering all improvements 
under construction, including building materials.

        G.      Except for equipment of Tenant's customers, no materials, 
equipment or fixtures shall be delivered to or installed upon the 
Premises pursuant to any agreement by which another party has a security 
interest or rights to remove or repossess such items, without the prior 
written consent of Landlord, which consent shall not be unreasonably 
withheld or conditioned.

        H.      Landlord reserves the right to establish reasonable rules and 
regulations for the use of the Building during the course of construction 
of the Tenant Improvements, including, but not limited to, construction 
parking, storage of materials, hours of work and clean-up of construction 
related debris.

        I.      Upon completion of the Tenant Improvements, Tenant shall 
deliver to Landlord the following, all of which shall be to Landlord's 
reasonable satisfaction:

                (i)     Any certificates required for occupancy, including a 
permanent and complete Certificate of Occupancy issued by the City of El 
Segundo.

                (ii)    A Certificate of Completion signed by the Architect who 
prepared the Construction Documents, reasonably approved by Landlord.

                (iii)   A cost breakdown itemizing all expenses for the Tenant 
Improvements, together with invoices and receipts for the same or other 
evidence of payment.

                (iv)    Final and unconditional mechanic's lien waivers for all 
the Tenant Improvements.

                (v)     A Notice of Completion for execution by Landlord, which 
certificate once executed by Landlord shall be recorded by Tenant in the 
official record of the County of Los Angeles, and Tenant shall then 
deliver the Landlord a true and correct copy of the recorded Notice of 
Completion.

                (vi)    A true and complete copy of all as-built plans and 
drawings for the Tenant Improvements.

5.      Tenant Improvement Allowance;  Tenant Improvement Costs.

        A.      Subject to Tenant's compliance with the provisions of this 
Exhibit B, Landlord shall provide to Tenant an allowance for the 
planning, design and construction of the Tenant Improvements in the 
Premises, as described in the Construction Documents, in the amount of 
approximately One Hundred Eighty-One Thousand Six Hundred Thirty-Six 
Dollars ($181,636.00) (the "Tenant Improvement Allowance") based upon 
an allowance of Two Dollars ($2.00) per rentable square foot for 90,818 
rentable square feet of the Premises which is to be improved, as 
described in the Construction Documents.  Tenant shall not be entitled to 
any credit, abatement or payment from Landlord in the event that the 
amount of the Tenant Improvement Allowance specified above exceeds the 
actual Tenant Improvement Costs.  The Tenant Improvement Allowance shall 
be the maximum contribution by Landlord for the Tenant Improvement Costs. 
 The Tenant Improvement Allowance shall be used to design, prepare, plan, 
obtain the approval of, construct and install the Tenant Improvements and 
for no other purpose.  Except as otherwise expressly provided herein, 
Landlord shall have no obligation to contribute the Tenant Improvement 
Allowance unless and until the Construction Documents have been approved 
by Landlord and Tenant has complied with all requirements set forth in 
Paragraph 4.C. of this Exhibit B.  The costs to be paid out of the Tenant 
Improvement Allowance shall include all reasonable costs and expenses 
associated with the design, preparation, approval, planning, construction 
and installation of the Tenant Improvements (collectively, the "Tenant 
Improvement Costs"), including all of the following:

                (i)     All costs of the Preliminary Plans and Specifications, 
the Final Plans and Specifications, and the Construction Documents, and 
engineering costs associated with completion of the State of California 
energy utilization calculations under Title 24 legislation;

                (ii)    All costs of obtaining building permits and other 
necessary authorizations and approvals from the City of El Segundo and 
other applicable jurisdictions;

                (iii)   All costs of interior design and finish schedule plans 
and specifications including as-built drawings;

                (iv)    All direct and indirect costs of procuring, 
constructing and installing the Tenant Improvements in the Premises, 
including, but not limited to, the construction fee for overhead and 
profit, the cost of all on-site supervisory and administrative staff, 
office, equipment and temporary services rendered by the Contractor in 
connection with construction of the Tenant Improvements, and all labor 
(including overtime) and materials constituting the Tenant Improvements;

                (v)     All fees payable to the Architect and any engineer if 
they are required to redesign any portion of the Tenant Improvements 
following Tenant's and Landlord's approval of the Construction Documents; 

        (vi)    Utility connection fees;

        (vii)   Inspection fees and filing fees payable to local 
governmental authorities, if any; and

       (viii)  All costs of permanently affixed equipment and non-trade 
fixtures provided for in the Construction Documents, including the cost of 
installation.

The Tenant Improvement Allowance shall be the sole and maximum 
contribution by Landlord for the Tenant Improvement Costs, and the 
disbursement of the Tenant Improvement Allowance shall be in the manner 
specified herein and shall be subject to the terms and provisions 
contained hereinbelow.  There shall be no fee payable to, and imposed by 
Landlord for any oversight, plan review, or other work or services 
provided by or on behalf of Landlord or its representatives.

Landlord will make payments to Tenant from the Tenant Improvement 
Allowance to reimburse Tenant for the Tenant Improvement Costs paid or 
incurred by Tenant (as invoiced by third parties).  All payments of the 
Tenant Improvement Allowance shall be by progress payments not more 
frequently than once per month and only after satisfaction of the 
following conditions precedent:  (a) receipt by Landlord of conditional 
mechanics' lien releases for the work completed and to be paid by said 
progress payment, conditioned only on the payment of the sums set forth 
in the mechanics' lien release, executed by the Contractor and all 
subcontractors, labor suppliers and materialmen;  (b) receipt by Landlord 
of unconditional mechanics' lien releases from the Contractor and all 
subcontractors, labor suppliers and materialmen for all work other than 
that being paid by the current progress payment previously completed by 
the Contractor, subcontractors, labor suppliers and materialmen and for 
which Tenant has received funds from the Tenant Improvement Allowance to 
pay for such work; (c) receipt by Landlord of any documentation 
reasonably required by Landlord detailing the work that has been 
completed and the materials and supplies used as of the date of Tenant's 
request for the progress payment, including, without limitation, 
invoices, bills, or statements for the work completed and the materials 
and supplies used; and (d) completion by Landlord or Landlord's agents of 
any inspections of the work completed and materials and supplies used as 
deemed reasonably necessary by Landlord (Landlord hereby agrees to cause 
such inspections to be done, if at all, within five (5) business days 
after Landlord's receipt of a request from Tenant for the then applicable 
progress payment). Tenant Improvement Allowance progress payments shall 
be paid to Tenant within fourteen (14) days from the satisfaction of the 
conditions set forth in the immediately preceding sentence.  
Notwithstanding the foregoing to the contrary, Landlord shall be entitled 
to withhold and retain five percent (5%) of the Tenant Improvement 
Allowance or of any Tenant Improvement Allowance progress payment until 
the earlier to occur of Landlord's receipt of all unconditional and final 
lien waivers and releases (with no notation therein of sums being 
disputed) or the lien-free expiration of the time for filing of any 
mechanics' liens claimed or which might be filed on account of any work 
ordered by Tenant or the Contractor or any subcontractor in connection 
with the construction and installation of the Tenant Improvements.

        B.      Landlord shall not be obligated to pay any Tenant Improvement 
Allowance progress payment or the Tenant Improvement Allowance retention 
if on the date Tenant is entitled to receive the Tenant Improvement 
Allowance progress payment or the Tenant Improvement Allowance retention, 
Tenant is in default of any of the provisions of the Lease beyond any 
applicable cure period.  Such payments shall resume upon Tenant 
completely, timely and satisfactorily curing any such default within the 
time periods which may be provided for in the Lease.

        C.      If the total and actual cost of designing, planning, 
constructing and installing the Tenant Improvements is less than the 
Tenant Improvement Allowance, the Tenant Improvement Allowance shall be 
automatically reduced to the amount which is equal to said actual Tenant 
Improvement Costs.

6.      Termination.  If the Lease is terminated prior to the Completion 
Date, for any reason due to the default of Tenant hereunder, in addition 
to any other remedies available to Landlord under the Lease, Landlord 
shall have the right to pursue any and all remedies available at law or 
in equity, including any and all costs incurred by Landlord and not 
reimbursed or otherwise paid by Tenant through the date of termination in 
connection with the Tenant Improvements to the extent planned, installed 
and/or constructed as of such date of termination, including, but not 
limited to, any costs related to the removal of all or any portion of the 
Tenant Improvements and restoration costs related thereto.  Subject to 
the provisions of the Lease regarding surrender of the Premises, upon the 
expiration or earlier termination of the Lease, Tenant shall be required 
to remove the items comprising the Tenant Improvements in accordance with 
the provisions of Section 10 of the Lease.

7.      Lease Provisions; Conflict.  The terms and provisions of the 
Lease, insofar as they are applicable, in whole or in part, to this 
EXHIBIT B, are hereby incorporated herein by reference, and  specifically 
including all of the provisions of Section 31 of the Lease.  In the event 
of any conflict between the terms of the Lease and this EXHIBIT B, the 
terms of this EXHIBIT B shall prevail.  Any amounts payable by Tenant to 
Landlord hereunder shall be deemed to be Additional Rent under the Lease 
and, upon any default in the payment of same, Landlord shall have all 
rights and remedies available to it as provided for in the Lease.

                                    EXHIBIT C

                               RULES AND REGULATIONS


This exhibit, entitled "Rules & Regulations", is and shall constitute 
EXHIBIT C to that certain Lease Agreement dated for reference purposes as 
of March 26, 1999 (the "Lease"), by and between LINCOLN-RECP CM-ES 
OPCO, LLC, a Delaware limited liability company ("Landlord"), and 
Exodus Communications, Inc., a Delaware corporation ("Tenant"), for the 
leasing of certain premises located at 198 North Nash Street, El Segundo, 
California (the "Premises").  The terms, conditions and provisions of 
this EXHIBIT C are hereby incorporated into and are made a part of the 
Lease.  Any capitalized terms used herein and not otherwise defined 
herein shall have the meaning ascribed to such terms as set forth in the 
Lease.

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

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

3. Tenant shall not make or permit any noise or odors that annoy or 
interfere with other Tenants or persons having business within the 
Park.

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

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

6. Tenant 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.

7. Tenant shall not deface the walls, partitions or other surfaces of 
the premises of the Park.

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

9. No window coverings, shades or awnings shall be installed or used 
by Tenant, without Landlord's written prior consent.

10. Tenant shall not suffer or permit smoking or carrying of lighted 
cigars or cigarettes in areas reasonably designated by Landlord or 
by applicable governmental agencies as non-smoking areas.

11. The Premises shall not be used for lodging.

12. Tenant shall comply with all safety, fire protection and evacuation 
regulations established by any applicable governmental agency.

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

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

15. Landlord reserves the right to make such other reasonable rules and 
regulations not inconsistent with the terms of this Lease as it may 
from time to time deem necessary for the appropriate operation and 
safety of the Park and its occupants.  Tenant agrees to abide by 
these and such rules and regulations.

16. The maintenance, washing, waxing or cleaning of any vehicles in or 
about the Premises is prohibited.

17. There shall not be any outside storage of any equipment, property, 
furnishings, inventory or other goods in the areas surrounding the 
Building but within the Premises, except as expressly contemplated 
in Tenant's HMMP.


EXHIBIT D

HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE - SAMPLE

Your cooperation in this matter is appreciated.  Initially, the 
information provided by you in this Hazardous Materials Disclosure 
Certificate is necessary for the Landlord (identified below) to evaluate 
and finalize a lease agreement with you as tenant.  After a lease 
agreement is signed by you and the Landlord (the "Lease Agreement"), on an 
annual basis in accordance with the provisions of Section 29 of the signed 
Lease Agreement, you are to provide an update to the information initially 
provided by you in this certificate.  The information contained in the 
initial Hazardous Materials Disclosure Certificate and each annual 
certificate provided by you thereafter will be maintained in 
confidentiality by Landlord subject to release and disclosure as required 
by (i) any lenders and owners and their respective environmental 
consultants, (ii) any prospective purchaser(s) of all or any portion of 
the property on which the Premises are located, (iii) Landlord to defend 
itself or its lenders, partners or representatives against any claim or 
demand, and (iv) any laws, rules, regulations, orders, decrees, or 
ordinances, including, without limitation, court orders or subpoenas.  Any 
and all capitalized terms used herein, which are not otherwise defined 
herein, shall have the same meaning ascribed to such term in the signed 
Lease Agreement.  Any questions regarding this certificate should be 
directed to, and when completed, the certificate should be delivered to:

Landlord:               LINCOLN-RECP CM-ES OPCO, LLC 
                        c/o Legacy Partners Commercial, Inc.
                        30 Executive Park, Suite 100
                        Irvine, California  92614
                        Attn:   Property Manager 
                        Phone:  (949) 261-2100

Name of Tenant:         Exodus Communications, Inc., a Delaware corporation

Mailing Address:        2831 Mission College Boulevard, Santa Clara, California
95054-1838

Contact Person, Title and Telephone Number(s):   
___________________________________________

Contact Person for Hazardous Waste Materials Management and Manifests and 
Telephone Number(s):  
______________________________________________________________

Address of Premises:     198 North Nash Street, El Segundo, California 
90245

Length of Initial Term: One Hundred Twenty (120) months


1.      GENERAL INFORMATION:

        Describe the initial proposed operations to take place in, on, or 
about the Premises, including, without limitation, principal 
products processed, manufactured or assembled services and 
activities to be provided or otherwise conducted.  Existing tenants 
should describe any proposed changes to on-going operations.


2.      USE, STORAGE AND DISPOSAL OF HAZARDOUS MATERIALS

        2.1     Will any Hazardous Materials be used, generated, stored or 
disposed of in, on or about the Premises?  Existing tenants 
should describe any Hazardous Materials which continue to be 
used, generated, stored or disposed of in, on or about the 
Premises.

                Wastes                          Yes 0                   No 0
                Chemical Products               Yes 0                   No 0
                Other                           Yes 0                   No 0

                If Yes is marked attach all MSDS's and please explain: (MSDS's 
Attached ")

        ___________________________________________________________________




2.2     If Yes is marked in Section 2.1, attach a list of any 
Hazardous Materials to be used, generated, stored or disposed 
of in, on or about the Premises, including the applicable 
hazard class and an estimate of the quantities of such 
Hazardous Materials at any given time; estimated annual 
throughput; the proposed location(s) and method of storage 
(excluding nominal amounts of ordinary household cleaners and 
janitorial supplies which are not regulated by any 
Environmental Laws); and the proposed location(s) and method 
of disposal for each Hazardous Material, including, the 
estimated frequency, and the proposed contractors or 
subcontractors.  Existing tenants should attach a list 
setting forth the information requested above and such list 
should include actual data from on-going operations and the 
identification of any variations in such information from the 
prior year's certificate. 

Attach a Site Plan indicating all storage areas - (Attached 
")


3.      STORAGE TANKS AND SUMPS

        3.1     Is any above or below ground storage of gasoline, diesel, 
petroleum, or other Hazardous Materials in tanks or sumps 
proposed in, on or about the Premises?  Existing tenants 
should describe any such actual or proposed activities, 
including any required SPCC Plan.

                Yes 0                   No 0

If yes, please explain:  
_____________________________________________________________






4.      WASTE MANAGEMENT

        4.1     Has your company been issued an EPA Hazardous Waste Generator 
I.D. Number?  Existing tenants should describe any additional 
identification numbers issued since the previous certificate.

                Yes 0                   No 0

                Describe RCRA status: 
______________________________________________



        4.2     Has your company filed a biennial or quarterly reports as a 
hazardous waste generator?  Existing tenants should describe 
any new reports filed.

                Yes 0                   No 0

                If yes, attach a copy of the most recent report filed.  (")


5.      WASTEWATER TREATMENT AND DISCHARGE

        5.1     Will your company discharge wastewater or other wastes to:

              storm drain?                    sewer?
            surface water?                  no wastewater or other wastes 
discharged.
    ______   grounds?               _______ facility treatment plant?
                                           (i.e., compressor blow-down)    

                Existing tenants should indicate any actual discharges.  If so, 
describe the nature of any proposed or actual discharge(s).  
(Note:  Generally, discharges to storm drains will be 
prohibited without prior review and approval from Landlord)




        5.2     Will any such wastewater or waste be treated before 
discharge?

                Yes 0                   No 0

If yes, describe the type of treatment proposed to be 
conducted.  Existing tenants should describe the actual 
treatment conducted.




6.      AIR DISCHARGES

        6.1     Do you plan for any air filtration systems or stacks to be 
used in your company's operations in, on or about the 
Premises that will discharge into the air; and will such air 
emissions be monitored?  Existing tenants should indicate 
whether or not there are any such air filtration systems or 
stacks in use in, on or about the Premises which discharge 
into the air and whether such air emissions are being 
monitored.

                Yes 0                   No 0

                If yes, please describe:  
_______________________________________________



        6.2     Do you propose to operate any of the following types of 
equipment, or any other equipment requiring an air emissions 
permit?  Existing tenants should specify any such equipment 
being operated in, on or about the Premises.

      Spray booth(s)                          Incinerator(s)
      Dip tank(s)                             Other (Please describe)
      Drying oven(s)                         No Equipment Requiring Air Permits

                                            ______  Dry-cleaning

                If yes, please describe:        




7.      HAZARDOUS MATERIALS DISCLOSURES

        7.1     Has your company prepared or will it be required to prepare a 
Hazardous Materials management plan ("HMMP") pursuant to Fire 
Department or other governmental or regulatory agencies' 
requirements?  Existing tenants should indicate whether or 
not an HMMP is required and has been prepared.

                Yes 0                   No 0

If yes, attach a copy of the HMMP.  Existing tenants should attach a copy 
of any required updates to the HMMP.

        7.2     (CA Only)  Are any of the Hazardous Materials, and in 
particular chemicals, proposed to be used in your operations 
in, on or about the Premises regulated under Proposition 65? 
 Existing tenants should indicate whether or not there are 
any new Hazardous Materials being so used which are regulated 
under Proposition 65.

                Yes 0                   No 0

                If yes, please explain:         




8.      ENFORCEMENT ACTIONS AND COMPLAINTS

        8.1     With respect to Hazardous Materials or Environmental Laws, 
has your company ever been subject to any agency enforcement 
actions, administrative orders, or consent decrees or has 
your company received requests for information, notice or 
demand letters, or any other inquiries regarding its 
operations?  Existing tenants should indicate whether or not 
any such actions, orders or decrees have been, or are in the 
process of being, undertaken or if any such requests have 
been received.

                Yes 0                   No 0

                If yes, describe the actions, orders or decrees and any 
continuing compliance obligations imposed as a result of 
these actions, orders or decrees and also describe any 
requests, notices or demands, and attach a copy of all such 
documents.  Existing tenants should describe and attach a 
copy of any new actions, orders, decrees, requests, notices 
or demands not already delivered to Landlord pursuant to the 
provisions of Section 29 of the signed Lease Agreement.




        8.2     Have there ever been, or are there now pending, any lawsuits 
against your company regarding any environmental or health 
and safety concerns?

                Yes 0                   No 0

                If yes, describe any such lawsuits and attach copies of the 
complaint(s), cross-complaint(s), pleadings and all other 
documents related thereto as requested by Landlord.  Existing 
tenants should describe and attach a copy of any new 
complaint(s), cross-complaint(s), pleadings and other related 
documents not already delivered to Landlord pursuant to the 
provisions of Section 29 of the signed Lease Agreement.





8.3     Have there been any problems or complaints from adjacent 
tenants, owners or other neighbors at your company's current 
facility with regard to environmental or health and safety 
concerns?  Existing tenants should indicate whether or not 
there have been any such problems or complaints from adjacent 
tenants, owners or other neighbors at, about or near the 
Premises.

                Yes 0                   No 0

                If yes, please describe.  Existing tenants should describe any 
such problems or complaints not already disclosed to Landlord 
under the provisions of the signed Lease Agreement.



        8.4     Please provide the addresses for each space leased by your 
Company within the State of California in the past ten years 
the name and phone number of each Landlord.






9.      PERMITS AND LICENSES

        9.1     Attach copies of all Hazardous Materials permits and licenses 
including a Transporter Permit number issued to your company 
with respect to its proposed operations in, on or about the 
Premises, including, without limitation, any wastewater 
discharge permits, air emissions permits, and use permits or 
approvals.  Existing tenants should attach copies of any new 
permits and licenses as well as any renewals of permits or 
licenses previously issued.


The undersigned hereby acknowledges and agrees that (A) this Hazardous 
Materials Disclosure Certificate is being delivered in connection with, 
and as required by, Landlord in connection with the evaluation and 
finalization of a Lease Agreement and will be attached thereto as an 
exhibit; (B) that this Hazardous Materials Disclosure Certificate is 
being delivered in accordance with, and as required by, the provisions of 
Section 29 of the Lease Agreement; and (C) that Tenant shall have and 
retain full and complete responsibility and liability with respect to any 
of the Hazardous Materials disclosed in the HazMat Certificate 
notwithstanding Landlord's/Tenant's receipt and/or approval of such 
certificate.  Tenant further agrees that none of the following described 
acts or events shall be construed or otherwise interpreted as either (a) 
excusing, diminishing or otherwise limiting Tenant from the requirement 
to fully and faithfully perform its obligations under the Lease with 
respect to Hazardous Materials, including, without limitation, Tenant's 
indemnification of the Indemnitees and compliance with all Environmental 
Laws, or (b) imposing upon Landlord, directly or indirectly, any duty or 
liability with respect to any such Hazardous Materials, including, 
without limitation, any duty on Landlord to investigate or otherwise 
verify the accuracy of the representations and statements made therein or 
to ensure that Tenant is in compliance with all Environmental Laws;  (i) 
the delivery of such certificate to Landlord and/or Landlord's acceptance 
of such certificate, (ii) Landlord's review and approval of such 
certificate, (iii) Landlord's failure to obtain such certificate from 
Tenant at any time, or (iv) Landlord's actual or constructive knowledge 
of the types and quantities of Hazardous Materials being used, stored, 
generated, disposed of or transported on or about the Premises by Tenant 
or Tenant's Representatives.  Notwithstanding the foregoing or anything 
to the contrary contained herein, the undersigned acknowledges and agrees 
that Landlord and its partners, lenders and representatives may, and 
will, rely upon the statements, representations, warranties, and 
certifications made herein and the truthfulness thereof in entering into 
the Lease Agreement and the continuance thereof throughout the term, and 
any renewals thereof, of the Lease Agreement.

I ___________________________ and _________________________, acting with 
full authority to bind the (proposed) Tenant and on behalf of the 
(proposed) Tenant, certify, represent and warrant that the information 
contained in this certificate is true and correct.


TENANT:

Exodus Communications, Inc., a Delaware corporation

BY:                                                     
NAME:                                           
TITLE:                                          


BY:                                                     
NAME:                                           
TITLE:                                          


DATE:                                           

                                     EXHIBIT E

        TENANT'S INITIAL HAZARDOUS MATERIALS DISCLOSURE CERTIFICATE


SEE ATTACHED

                                     EXHIBIT F

                               MEMORANDUM OF LEASE
                                        AND
                                 OPTION TO PURCHASE


RECORDING REQUESTED BY
AND WHEN RECORDED, RETURN TO:

Legacy Partners Commercial, Inc.
30 Executive Park, Suite 100 
Irvine, California 92614
Attention: Portfolio Manager



MEMORANDUM OF LEASE
AND
OPTION TO PURCHASE



        This Memorandum of Lease and Option to Purchase (the 
"Memorandum") is made this ___________ day of March , 1999 between 
LINCOLN-RECP CM-ES OPCO, LLC, a Delaware limited liability company 
("Landlord"), and EXODUS COMMUNICATIONS, INC., a Delaware corporation 
("Tenant"), who agree as follows:


I.      TERM AND PREMISES

        By Lease Agreement, dated for reference purposes as of March 26, 
1999 (the "Lease"), Landlord leases to Tenant and Tenant leases from 
Landlord those certain premises located at 198 North Nash Street, El 
Segundo, California (the "Leased Premises"), being a portion of the land 
which is more particularly described on Exhibit "1" attached hereto and 
made a part hereof (the "Park").  The Leased Premises consists of a 
single building (the "Building") containing approximately 90,818 rentable 
square feet together with vehicular parking spaces, pedestrian walkways 
and landscaping as specifically granted to Tenant in the Lease and as 
more particularly described in the Lease.  Tenant shall lease the Leased 
Premises from Landlord for an initial term of ten (10) years from and 
after the Commencement Date, as more particularly set forth in Section 2 
of the Lease.  The Lease grants to Tenant two (2) successive options to 
extend the initial term of the Lease, each of such extension terms being 
for a period of five (5) years, each from the date on which the Lease 
would otherwise expire.  Each and all of the provisions of said Lease, as 
the same may be amended from time to time, are incorporated into this 
Memorandum by this reference.  Any capitalized terms used herein but not 
otherwise defined herein shall have the meaning ascribed to such terms in 
the Lease.

II.     OPTION TO PURCHASE

        Tenant has a Purchase Option to acquire the Park subject to all 
of the terms, conditions and provisions contained in the Lease, and in 
particular, Section 45 of the Lease.  The Purchase Option Term is for a 
period of six (6) months commencing July 1, 1999 and ending on December 
31, 1999.  If Tenant does not properly exercise the Purchase Option 
within said Purchase Option Term, Tenant shall have no further right or 
option to purchase the Park and the Purchase Option shall be of no force 
or effect.

III.    PURPOSE OF MEMORANDUM

        The purpose of this Memorandum is for recordation and the notice 
thereby imparted.  This Memorandum does not and shall not, in any way, 
modify the provisions of the Lease or the Purchase Option referred to 
above.


IV.     COUNTERPARTS

        This Memorandum may be executed in one or more counterparts, each 
of which shall be deemed an original, and all of which shall, taken 
together, be deemed one instrument.

LANDLORD:       

LINCOLN-RECP CM-ES OPCO, LLC,
a Delaware limited liability company

By:     Legacy Partners Commercial, Inc.,
        as agent for LINCOLN-RECP CM-ES OPCO, LLC

        By:     ___________________________
                                        , Vice President



TENANT:

Exodus Communications, Inc.,
a Delaware corporation 


By:     __________________________________
Its:    __________________________________


By:     __________________________________
Its:    __________________________________


EXHIBIT G

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT



This Subordination, Non-Disturbance and Attornment Agreement (this 
"Agreement") is made as of the ____ day of _____________, 1999, between 
Credit Suisse First Boston Mortgage Capital LLC ("Lender") and EXODUS 
COMMUNICATIONS, INC., a Delaware corporation ("Tenant").

RECITALS

A.      The undersigned is the tenant ("Tenant") under the 
"Lease."  For purposes hereof the "Lease" shall mean and refer to that 
certain Lease Agreement, dated for reference purposes as of March 26, 
1999, for those certain premises (the "Premises") situated at 198 North 
Nash Street, El Segundo, California (the "Building").  All capitalized 
terms not otherwise defined herein shall have the meanings set forth in 
the Lease.

Tenant is the tenant under a certain lease (the "Lease"), dated 
as of March 26, 1999, with LINCOLN-RECP CM-ES OPCO, LLC, a Delaware 
limited liability company ("Landlord"), of the Premises as more 
particularly described in Exhibit A hereto.

B.      This Agreement is being entered into in connection with a 
certain loan (the "Loan") which Lender has made to Landlord, and 
secured in part by a Deed of Trust, Assignment of Leases and Rents and 
Security Agreement on the Premises (the "Deed of Trust ") dated as of 
________________________, 199_ and an assignment of leases and rents 
dated as of ________________________, 199_ (the "Assignment"; the Deed 
of Trust, the Assignment and the other documents executed and delivered 
in connection with the Loan are hereinafter collectively referred to as 
the "Loan Documents").

AGREEMENT

For mutual consideration, including the mutual covenants and 
agreements set forth below, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto agree as follows:

1.      Tenant agrees that the Lease and all terms and conditions 
contained therein and all rights, options, liens and charges created 
thereby, including without limitation, the Purchase Option, is and shall 
be subject and subordinate in all respects to the Loan Documents and to 
all present or future advances under the obligations secured thereby and 
all renewals, amendments, modifications, consolidations, replacements and 
extensions of secured obligations and the Loan Documents, to the full 
extent of all amounts secured by the Loan Documents from time to time.

2.      Lender agrees that, if Lender exercises any of its rights 
under the Loan Documents such that it becomes the owner of the Premises, 
including but not limited to an entry by Lender pursuant to the Deed of 
Trust, a foreclosure of the Deed of Trust, a power of sale under the Deed 
of Trust or otherwise:  (a) the Lease (including without limitation, the 
Purchase Option if said option has not been earlier terminated or, by its 
terms, expired) shall continue in full force and effect as a direct lease 
between Lender and Tenant, and subject to all the terms, covenants and 
conditions of the Lease, and (b) Lender shall not disturb Tenant's right 
of quiet possession of the Premises under the terms of the Lease so long 
as Tenant is not in default beyond any applicable grace period of any 
term, covenant or condition of the Lease.

3.      Tenant agrees that, in the event of a exercise of the power 
of sale or foreclosure of the Deed of Trust by Lender or the acceptance 
of a deed in lieu of foreclosure by Lender or any other succession of 
Lender to ownership of the Premises, Tenant will attorn to and recognize 
Lender as its landlord under the Lease for the remainder of the term of 
the Lease (including all extension periods which have been or are 
hereafter exercised) upon the same terms and conditions as are set forth 
in the Lease, and Tenant hereby agrees to pay and perform all of the 
obligations of Tenant pursuant to the Lease.

4.      Tenant agrees that, in the event Lender succeeds to the 
interest of Landlord under the Lease, Lender shall not be:

(a)     liable in any way for any act, omission, neglect or default of 
any prior Landlord (including, without limitation, the then defaulting 
Landlord), or

(b)     subject to any claim, defense, counterclaim or offsets 
which Tenant may have against any prior Landlord (including, without 
limitation, the then defaulting Landlord), or

(c)     bound by any payment of rent or additional rent which 
Tenant might have paid for more than one month in advance of the due date 
under the Lease to any prior Landlord (including, without limitation, the 
then defaulting Landlord), or

(d)     bound by any obligation to make any payment to Tenant 
which was required to be made prior to the time Lender succeeded to any 
prior Landlord's interest, or

(e)     accountable for any monies deposited with any prior 
Landlord (including security deposits), except to the extent such monies 
are actually received by Lender, or

(f)     bound by any amendment or modification of the Lease 
made without the written consent of Lender.

Nothing contained herein shall prevent Lender from naming Tenant in 
any foreclosure or other action or proceeding initiated in order for 
Lender to avail itself of and complete any such foreclosure or other 
remedy.

5.      Tenant hereby agrees to give to Lender copies of all notices 
of Landlord default(s) under the Lease in the same manner as, and 
whenever, Tenant shall give any such notice of default to Landlord and no 
such notice of default shall be deemed given to Landlord unless and until 
a copy of such notice shall have been so delivered to Lender.  Lender 
shall have the right but no obligation to remedy any landlord default 
under the Lease, or to cause any default of Landlord under the Lease to 
be remedied, and for such purpose Tenant hereby grants Lender, in 
addition the period given to Landlord for remedying defaults, an 
additional 30 days to remedy, or cause to be remedied, any such default. 
 Tenant shall accept performance by Lender of any term, covenant, 
condition or agreement to be performed by Landlord under the Lease with 
the same force and effect as though performed by Landlord.  No Landlord 
default under the Lease shall exist or shall be deemed to exist (i) as 
long as Lender, in good faith, shall have commenced to cure such default 
within the above reference time period and shall be prosecuting the same 
to completion with reasonable diligence, subject to force majeure, or 
(ii) if possession of the Premises is required in order to cure such 
default, or if such default is not susceptible of being cured by Lender, 
as long as Lender, in good faith, shall have notified Tenant that Lender 
intends to institute proceedings under the Loan Documents, and, 
thereafter, as long as such proceedings shall have been instituted and 
shall be prosecuted with reasonable diligence.  In the event of the 
termination of the Lease by reason of any default thereunder by Landlord, 
upon Lender's written request, given within thirty (30) days after any 
such termination, Tenant, within fifteen (15) days after receipt of such 
request, shall execute and deliver to Lender or its designee or nominee a 
new lease of the Premises for the remainder of the term of the Lease upon 
all of the terms, covenants and conditions of the Lease.  Neither Lender 
nor its designee or nominee shall become liable under the Lease unless 
and until Lender or its designee or nominee becomes, and then only with 
respect to periods in which Lender or its designee or nominee remains, 
the owner of the Premises.  In no event shall Lender have any personal 
liability as successor to Landlord and Tenant shall look only to the 
estate and property of Lender in the Premises for the satisfaction of 
Tenant's remedies for the collection of a judgment (or other judicial 
process) requiring the payment of money in the event of any default by 
Lender as Landlord under the Lease, and no other property or assets of 
Lender shall be subject to levy, execution or other enforcement procedure 
for the satisfaction of Tenant's remedies under or with respect to the 
Lease.  Lender shall have the right, without Tenant's consent, to 
foreclose the Deed of Trust or to accept a deed in lieu of foreclosure of 
the Deed of Trust or to exercise any other remedies under the Loan 
Documents.

6.      Tenant has no knowledge of any prior assignment or pledge of 
the rents accruing under the Lease by Landlord.  Tenant hereby 
acknowledges the making of the Assignment from Landlord to Lender in 
connection with the Loan.  Tenant acknowledges that the interest of the 
Landlord under the Lease is to be assigned to Lender solely as security 
for the purposes specified in said assignments, and Lender shall have no 
duty, liability or obligation whatsoever under the Lease or any extension 
or renewal thereof, either by virtue of said assignments or by any 
subsequent receipt or collection of rents thereunder, unless Lender shall 
specifically undertake such liability in writing.

7.      If Tenant is a corporation, each individual executing this 
Agreement on behalf of said corporation represents and warrants that s/he 
is duly authorized to execute and deliver this Agreement on behalf of 
said corporation, in accordance with a duly adopted resolution of the 
Board of Directors of said corporation or in accordance with the by-laws 
of said corporation, and that this Agreement is binding upon said 
corporation in accordance with its terms.  If Landlord is a partnership, 
each individual executing this Agreement on behalf of said partnership 
represents and warrants that s/he is duly authorized to execute and 
deliver this Agreement on behalf of said partnership in accordance with 
the partnership agreement for said partnership.

8.      Any notice, election, communication, request or other 
document or demand required or permitted under this Agreement shall be in 
writing and shall be deemed delivered on the earlier to occur of (a) 
receipt or (b) the date of delivery, refusal or nondelivery indicated on 
the return receipt, if deposited in a United States Postal Service 
Depository, postage prepaid, sent certified or registered mail, return 
receipt requested, or if sent via recognized commercial courier service 
providing for a receipt, addressed to Tenant or Lender, as the case may 
be at the following addresses:

If to Tenant:   Exodus Communications, Inc.
2831 Mission College Boulevard
Santa Clara, California  95054-1838
Attention:  General Counsel

If to Lender:   Credit Suisse First Boston Mortgage Capital 
LLC
11 Madison Avenue
New York, New York  10010
Attention:                      

with a copy to: Cadwalader, Wickersham & Taft
        100 Maiden Lane
        New York, New York  10038
        Attention:  William P. McInerney, Esq.

9.      The term "Lender" as used herein includes any successor or 
assign of the named Lender herein, including without limitation, any co-
lender at the time of making the Loan, any purchaser at a foreclosure sale 
and any transferee pursuant to a deed in lieu of foreclosure, and their 
successors and assigns, and the term "Tenant" as used herein includes any 
successor and assign of the named Tenant herein.

10.     If any provision of this Agreement is held to be invalid or 
unenforceable by a court of competent jurisdiction, such provision shall 
be deemed modified to the extent necessary to be enforceable, or if such 
modification is not practicable such provision shall be deemed deleted 
from this Agreement, and the other provisions of this Agreement shall 
remain in full force and effect.

11.     Neither this Agreement nor any of the terms hereof may be 
terminated, amended, supplemented, waived or modified orally, but only by 
an instrument in writing executed by the party against which enforcement 
of the termination, amendment, supplement, waiver or modification is 
sought.




\\\\\  continued on next page

12.     This Agreement shall be construed in accordance with the laws 
of the State of California.

        13.     This Agreement may be executed in one or more counterparts, 
each of which shall be deemed an original, and all of which shall, taken 
together, be deemed one agreement.


Witness the execution hereof as of the date first above written.

LENDER:

Credit Suisse First Boston Mortgage Capital LLC


By:                                             
Name:                                           
Title:                                          



TENANT:

Exodus Communications, Inc.,
a Delaware corporation 


By:     __________________________________
Its:    __________________________________


By:     __________________________________
Its:    __________________________________



The undersigned Landlord hereby consents to the foregoing Agreement 
and confirms the facts stated in the foregoing Agreement.

LANDLORD:

LINCOLN-RECP CM-ES OPCO, LLC,
a Delaware limited liability company

By:     Legacy Partners Commercial, Inc.,
                as agent for LINCOLN-RECP CM-ES OPCO, LLC

                By:     ___________________________
                                                , Vice President


EXHIBIT H

TENANT'S CONFIDENTIALITY AGREEMENT




CONFIDENTIAL NONDISCLOSURE AGREEMENT

1.      Proprietary Information is technical or business information 
describing or related to the activities of Exodus Communications, Inc. 
(Exodus) which: (1) Exodus has generated at private expense and holds 
in confidence, or (2) Exodus has received from third parties under an 
obligation to maintain as confidential.

2.      Visitor agrees not to disclose the Proprietary Information to any 
third party.  Visitor agrees to use the Proprietary Information only 
for purposes expressly authorized in writing by Exodus and not to use 
it for Visitor's own use.

3.      The Visitor agrees that disclosure of Proprietary Information received 
from Exodus shall be limited only to those of Visitor's (or Visitor's 
employers) employees with a strict need to know for purposes expressly 
authorized in writing by Exodus.

4.      The obligations and duties set forth hereunder shall continue for a 
period of three (3) years from receipt by Visitor.

5.      Visitor shall not expose Exodus to any of Visitor's proprietary or 
confidential information, or to the confidential or proprietary 
information of any third party.

6.      The terms of a confidential nondisclosure agreement previously 
executed by Exodus and Visitor (or Visitor's employer), if any, will 
supersede the terms of this agreement.




Your signature on this line indicates that you have read the above 
confidential nondisclosure agreement and have agreed to abide by its 
contents.



Signature_____________________________________________________________
_______ 

EXHIBIT I

TENANT'S PROPERTY



1. Permanent and temporary generator systems including enclosures and 
fuel tanks with the associated electronic and manual switch gear.

2. Mechanical Systems i.e., Air Conditioning, and condenser systems, 
air handlers and electrical dampers.

3. Raised flooring, racking, cage materials, cabinets and patch 
panels.

4. UPS Battery Systems including electrical switch gear.

5. Any customer satellite dishes installed on roof or parking lot 
areas.

6. FM200 fire suppression canisters, piping and nozzles.

7. VESDA or smoke sensor stations in ceiling or floor area.

8. Inside or outside security cameras, access card reader stations, 
VCR, multiplexer, monitors, and computers.

9. Partition and conference room furniture systems and freestanding, 
cabinets, storage units.

10. Telephone and voice mail system with desk stations and 
receptionist, computers, servers, printers, phone sets.

11. Fiber Muxes or other Telco equipment installed in MPOE rooms.

12. Emergency distribution board and telephone backboard with 
connectors.

13. Maintenance bypass electronic and manual switch gear.

14. Transformers and Power Distributions Units installed on premises.

15. Kitchen appliances like microwaves, refrigerators and vending 
machines.

16. Console monitors, screen projection and screens in command center.

17. Bulletproof/resistant glass.

18. Satellite dishes or other communications equipment installed on 
roof.

19. Customer and vendor equipment and related materials.

20. Tenant, tenant customer and tenant vendor personal property.