EXHIBIT 10.04


                                TABLE OF CONTENTS
                                                                      PAGE
Article I     LEASE OF PREMISES ......................................  1
Article 2     DEFINITIONS ............................................  1
Article 3     EXHIBITS AND ADDENDA ...................................  2
Article 4     DELIVERY OF POSSESSION .................................  2
Article 5     RENT ...................................................  2
Article 6     INTEREST AND LATE CHARGES ..............................  4
Article 7     SECURITY DEPOSIT .......................................  4
Article 8     TENANT'S USE OF THE PREMISES ...........................  4
Article 9     SERVICES AND UTILITIES .................................  5
Article 10    CONDITION OF THE PREMISES ..............................  5
Article 11    CONSTRUCTION, REPAIRS AND MAINTENANCE ..................  5
Article 12    ALTERATIONS AND ADDITIONS ..............................  6
Article 13    LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY ..............  6
Article 14    RULES AND REGULATIONS ..................................  7
Article 15    CERTAIN RIGHTS RESERVED BY LANDLORD ....................  7
Article 16    ASSIGNMENT AND SUBLETTING ..............................  7
Article 17    HOLDING OVER ...........................................  8
Article 18    SURRENDER OF PREMISES ..................................  8
Article 19    DESTRUCTION OR DAMAGE ..................................  8
Article 20    EMINENT DOMAIN .........................................  8
Article 21    INDEMNIFICATION ........................................  9
Article 22    TENANT'S INSURANCE .....................................  9
Article 23    WAIVER OF SUBROGATION .................................. 10
Article 24    SUBORDINATION AND ATTORNMENT ........................... 10
Article 25    TENANT ESTOPPEL CERTIFICATES ........................... 10
Article 26    TRANSFER OF LANDLORDS INTEREST ......................... 10
Article 27    DEFAULT ................................................ 10
Article 28    BROKERAGE FEES ......................................... 11
Article 29    NOTICES ................................................ 11
Article 30    GOVERNMENT ENERGY OR UTILITY CONTROLS .................. 11
Article 31    RELOCATION OF PREMISES ................................. 11
Article 32    QUIET ENJOYMENT ........................................ 12
Article 33    OBSERVANCE OF LAW ...................................... 12
Article 34    FORCE MAJEURE .......................................... 12
Article 35    CURING TENANTS DEFAULTS ................................ 12
Article 36    SIGN CONTROL ........................................... 12
Article 37    MISCELLANEOUS .......................................... 12


<PAGE>



This Lease between        Alan Yaghdjian and Samuel Markarian dba Rancho
Benardo Courtyard

a______________________________________________________________________________

("Landlord"), and Imagenetix

a Colorado Corporation  ____________________________________ ,    ("Tenant"), is

dated September 30                                                     , 1999.

1. LEASE OF PREMISES.

In consideration of the Rent (as defined at Section 5.4) and the provisions of
this Lease, Landlord leases to Tenant and Tenant leases from Landlord the
Premises shown by diagonal lines on the floor plan attached hereto as Exhibit A
and further described at Section 21. The Premises are located within the
Building and Project described in Section 2m. Tenant shall have the
non-exclusive right (unless otherwise provided herein) in common with Landlord,
other tenants, subtenants and invitees, to use of the Common Areas (as defined
at Section 2e).

 2.  DEFINITIONS

As used in this Lease, the following terms shall have the following meanings:

a. Base Rent (initial): $ $159,196.80                                  per year.

b. Base Year: The calendar year of 2000
                                   ----

c.  Broker(s)

           Landlord's:  CB Richard Ellis, Inc.
           Tenant's:    CB Richard Ellis, Inc..

In the event that CB Commercial Real Estate Group, Inc. represents both Landlord
and Tenant, Landlord and Tenant hereby confirm that they were timely advised of
the dual representation and that they consent to the same, and that they do not
expect said broker to disclose to either of them the confidential information of
the other party.

d.  Commencement Date: December 1, 1999

e.   Common Areas: the building lobbies, common corridors and hallways,
     restrooms, garage and parking areas, stairways, elevators and other
     generally understood public or common areas. Landlord shall have the right
     to regulate or restrict the use of the Common Areas.


g.   Expiration Date: November 30, 2002 ,unless otherwise sooner terminated in
     accordance with the provisions of this Lease.

i.   Landlord's Mailing Address: RB Courtyard
     ---------------------------------------------------------------------------
                                 16935 West Bernardo Drive, Suite 160
                                 San Diego, CA 92127

     Tenant's Mailing Address:       at the Premises.
     ---------------------------------------------------------------------------

j.   Monthly Installments of Base Rent (Initial): $ 13, 266.40 per month.

k.   Parking: Tenant shall be permitted, upon payment of the then prevailing
     monthly rate (as set by Landlord from time to time) to park fifteen (15)
     ______ cars on a non-exclusive basis in the area(s) designated by Landlord
     for parking. Tenant shall abide by any and all parking regulations and
     rules established from time to time by Landlord or Landlord's parking
     operator. Landlord reserves the right to separately charge Tenant's guests
     and visitors for parking.

l.   Premises: that portion of the Building containing approximately 5,768
     square feet of Rentable Area, shown by diagonal lines on Exhibit A located
     on the floor floor of the Building and known as Suite 1O1.

m.   Project: the building of which the Premises are a part (the "building") and
     any other buildings or improvements on the real property (the "Property")
     located at 16935 West Bernardo Drive, San Diego, CA 92127 and further
     described in Exhibit "B". The Project is known as Rancho Bernardo
     Courtyard.

n.   Rentable Area: as to both the Premises and the Project, the respective
     measurements of floor area as may from time to time be subject to lease by
     Tenant and all tenants of the Project, respectively, as determined by
     Landlord and applied on a consistent basis throughout the Project.

(1)

<PAGE>


o. Security Deposit (Section 7): $ 53,065.60 * See Addendum

p. State: the State of California

r.   Tenant's Proportionate Share: 8.05 %. Such share is a fraction, the
     numerator of which is the Rentable Area of the Premises, and the
     denominator of which is the Rentable Area of the Project, as determined by
     Landlord from time to time. The Project consists of one building(s)
     containing a total Rentable Area of 71,693 square feet.

s.   Tenant's Use Clause (Article 8): General office use consistent with. the
     City of San Diego zoning.

t.   Term: the period commencing on the Commencement Date and expiring at
     midnight on the Expiration Date.

3. EXHIBITS AND ADDENDA.

The exhibits and addenda listed below (unless lined out) are Incorporated by
reference in this Lease:

a. Exhibit "A"--Floor Plan showing the Premises.
b. Exhibit "B"--Site Plan of the Project.
d. Exhibit "D"--Rules and Regulations.
f. Addenda:

     See Addendum attached hereto and by this reference made a part hereof.
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4. DELIVERY OF POSSESSION.

If for any reason Landlord does not deliver possession of the Premises to Tenant
on the Commencement Date, Landlord shall not be subject to any liability for
such failure, the Expiration Date shall not change and the validity of this
Lease shall not be impaired, but Rent shall be abated until delivery of
possession. "Delivery of possession" shall be deemed to occur on the date
Landlord completes Landlord's Work as defined in ________ . Landlord permits
Tenant to enter into possession of the Premises before the Commencement Date,
such possession shall be subject to the provisions of this Lease, including,
without limitation, the payment of Rent. * Addendum and Exhibit "A".

5. RENT.

5.1. Payment of Base Rent, Tenant agrees to pay the Base Rent for the Premises.
Monthly Installments of Base Rent shall be payable in advance on the first day
of each calendar month of the Term. If the Term begins (or ends) on other than
the first (or last) day of a calendar month, the Base Rent for the partial month
shall be prorated on a per diem basis. Tenant shall pay Landlord the first
Monthly Installment of Base Rent when Tenant executes the Lease.

5.3  Project Operating Costs.

     a. In order that the Rent payable during the Term reflect any increase in
     Project Operating Costs, Tenant agrees to pay to Landlord as Rent, Tenant's
     Proportionate Share of all increases in costs, expenses and obligations
     attributable to the Project and its operations, all as provided below.

     b. If, during any calendar year during the Term, Project Operating Costs
     exceed the Project Operating Costs for the Base Year, Tenant shall pay to
     Landlord, in addition to the Base Rent and all other payments due under
     this Lease, an amount equal to Tenant's Proportionate Share of such excess
     Project Operating Costs in accordance with the provisions of this Section
     5.3b.

                                      (2)
<PAGE>


(l) The term "Project Operating Costs" shall include all those items described
in the following subparagraphs (a) and (b).

     (a) All taxes, assessments, water and sewer charges and other similar
     governmental charges levied on or attributable to the Building or Project
     or their operation, including without limitation, (i) real property taxes
     or assessments levied or assessed against the Building or Project, (ii)
     assessments or charges levied or assessed against the Building or Project
     by any redevelopment agency, (iii) any tax measured by gross rentals
     received from the leasing of the Premises, Building or Project, excluding
     any net income, franchise, capital stock, estate or inheritance taxes
     imposed by the State or federal government or their agencies, branches or
     departments; provided that if at any time during the Term any governmental
     entity levies, assesses or imposes on Landlord any (1) general or special,
     ad valorem or specific, excise, capital levy or other tax, assessment, levy
     or charge directly on the Rent received under this Lease or on the rent
     received under any other leases of space in the Building or Project, or (2)
     any license fee, excise or franchise tax, assessment, levy or charge
     measured by or based, in whole or in part, upon such rent, or (3) any
     transfer, transaction, or similar tax, assessment, levy or charge based
     directly or indirectly upon the transaction represented by this Lease or
     such other leases, or (4) any occupancy, use, per capita or other tax,
     assessment, levy or charge based directly or indirectly upon the use or
     occupancy of the Premises or other premises within the Building or Project,
     then any such taxes, assessments, levies and charges shall be deemed to be
     included in the term Project Operating Costs. If at any time during the
     Term the assessed valuation of, or taxes on, the Project are not based on a
     completed Project having at least eighty-five percent (85%) of the Rentable
     Area occupied, then the "taxes" component of Project Operating Costs shall
     be adjusted by Landlord to reasonably approximate the taxes which would
     have been payable if the Project were completed and at least eighty-five
     percent (85%) occupied.

     (b)Operating costs incurred by Landlord in maintaining and operating the
     Building and Project, including without limitation the following: costs of
     (1) utilities; (2) supplies; (3) insurance (including public liability,
     property damage, earthquake, and fire and extended coverage insurance for
     the full replacement cost of the Building and Project as required by
     Landlord or its lenders for the Project; (4) services of independent
     contractors; (5) compensation (including employment taxes and fringe
     benefits) of all persons who perform duties connected with the operation,
     maintenance, repair or overhaul of the Building or Project, and equipment,
     improvements and facilities located within the Project, including without
     limitation engineers, janitors, painters, floor waxers, window washers,
     security and parking personnel and gardeners (but excluding persons
     performing services not uniformly available to or performed for
     substantially all Building or Project tenants); (6) operation and
     maintenance of a room for delivery and distribution of mail to tenants of
     the Building or Project as required by the U.S. Postal Service (including,
     without limitation, an amount equal to the fair market rental value of the
     mail room premises); (7) management of the Building or Project, whether
     managed by Landlord or an independent contractor (including, without
     limitation, an amount equal to the fair market value of any on-site
     manager's office); (8) rental expenses for (or a reasonable depreciation
     allowance on) personal property used in the maintenance, operation or
     repair of the Building or Project; (9) costs, expenditures or charges
     (whether capitalized or not) required by any governmental or
     quasi-governmental authority; (10) amortization of capital expenses
     (including financing costs) (I) required by a governmental entity for
     energy conservation or life safety purposes, or (ii) made by Landlord to
     reduce Project Operating Costs; and (11) any other costs or expenses
     Incurred by Landlord under this Lease and not otherwise reimbursed by
     tenants of the Project. If at any time during the Term, less than
     eighty-five percent (85%) of the Rentable Area of the Project is occupied,
     the "operating costs" component of Project Operating Costs shall be
     adjusted by Landlord to reasonably approximate the operating costs which
     would have been incurred if the Project had been at least eighty-five
     percent (85%) occupied.

(2) Tenant's Proportionate Share of Project Operating Costs shall be payable by
Tenant to Landlord as follows:

     (a) Beginning with the calendar year following the Base Year and for each
     calendar year thereafter ("Comparison Year"), Tenant shall pay Landlord an
     amount equal to Tenant's Proportionate Share of the Project Operating Costs
     incurred by Landlord in the Comparison Year which exceeds the total amount
     of Project Operating Costs payable by Landlord for the Base Year. This
     excess is referred to as the "Excess Expenses."

     (b) To provide for current payments of Excess Expenses, Tenant shall, at
     Landlord's request, pay as additional rent during each Comparison Year, an
     amount equal to Tenant's Proportionate Share of the Excess Expenses payable
     during such Comparison Year, as estimated by Landlord from time to time.
     Such payments shall be made in monthly installments, commencing on the
     first day of the month following the month in which Landlord notifies
     Tenant of the amount it is to pay hereunder and continuing until the first
     day of the month following the month in which Landlord gives Tenant a new
     notice of estimated Excess Expenses. It is the intention hereunder to
     estimate from time to time the amount of the Excess Expenses for each
     Comparison Year and Tenant's Proportionate Share thereof, and then to make
     an adjustment in the following year based on the actual Excess Expenses
     incurred for that Comparison Year.

     (c) On or before April 1 of each Comparison Year after the first Comparison
     Year (or as soon thereafter as is practical), Landlord shall deliver to
     Tenant a statement setting forth Tenant's Proportionate Share of the Excess
     Expenses for the preceding Comparison Year. If Tenant's Proportionate Share
     of the actual Excess Expenses for the previous Comparison Year exceeds the
     total of the estimated monthly payments made by Tenant for such year,
     Tenant shall pay Landlord the amount of the deficiency within ten (10) days
     of the receipt of the statement. If such total exceeds Tenant's
     Proportionate Share of the actual Excess Expenses for such Comparison Year,
     then Landlord shall credit against Tenant's next ensuing monthly
     installment(s) of additional rent an amount equal to the difference until
     the credit is exhausted. If a credit is due from Landlord on the Expiration
     Date, Landlord shall pay Tenant the amount of the credit. The obligations
     of Tenant and Landlord to make payments required under this Section 5.3
     shall survive the Expiration Date.

     (d) Tenant's Proportionate share of Excess Expenses in any Comparison Year
     having less than 365 days shall be appropriately prorated.

     (e) If any dispute arises as to the amount of any additional rent due
     hereunder, Tenant shall have the right after reasonable notice and at
     reasonable times to inspect Landlord's accounting records at Landlord's
     accounting office and, if after such inspection Tenant still disputes the
     amount of additional rent owed, a certification as to the proper amount
     shall be made by Landlord's certified public accountant, which
     certification shall be final and conclusive. Tenant agrees to pay the cost
     of such certification unless it is determined that Landlord's original
     statement overstated Project Operating Costs by more than five percent
     (5%).

                                      (3)


<PAGE>


     (f) If this Lease sets forth an Expense Stop at Section 21, then during the
     Term Tenant shall be liable for Tenants Proportionate Share of any actual
     Project Operating Costs which exceed the amount of the Expense Stop, Tenant
     shall make current payments of such excess costs during the Term In the
     same manner as is provided for payment of Excess Expenses under the
     applicable provisions of Section 5.3b(2)(b) and (c) above.

5.4 Definition of Rent. All costs and expenses which Tenant assumes or agrees to
pay to Landlord under this Lease shall be deemed additional rent (which,
together with the Base Rent is sometimes referred to as the "Rent"). The Rent
shall be paid to the Building manager (or other person) and at such place, as
Landlord may from time to time designate in writing, without any prior demand
therefor and without deduction or offset, in lawful money of the United States
of America.

5.5 Rent Control. If the amount of Rent or any other payment due under this
Lease violates the terms of any governmental restrictions on such Rent or
payment, then the Rent or payment due during the period of such restrictions
shall be the maximum amount allowable under those restrictions. Upon termination
of the restrictions, Landlord shall, to the extent it is legally permitted,
recover from Tenant the difference between the amounts received during the
period of the restrictions and the amounts Landlord would have received had
there been no restrictions.

5.6 Taxes Payable by Tenant. In addition to the Rent and any other charges to be
paid by Tenant hereunder, Tenant shall reimburse Landlord upon demand for any
and all taxes payable by Landlord (other than net income taxes) which are not
otherwise reimbursable under this Lease, whether or not now customary or within
the contemplation of the parties, where such taxes are upon, measured by or
reasonably attributable to (a) the Cost or value of Tenant's equipment,
furniture, fixtures and other personal property located in the Premises, or the
cost or value of any leasehold improvements made in or to the Premises by or for
Tenant, other than Building Standard Work made by Landlord, regardless of
whether title to such improvements is held by Tenant or Landlord; (b) the gross
or net Rent payable under this Lease, including, without limitation, any rental
or gross receipts tax levied by any taxing authority with respect to the receipt
of the Rent hereunder; (c) the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises or
any portion thereof; or (d) this transaction or any document to which Tenant is
a party creating or transferring an interest or an estate in the Premises; If it
becomes unlawful for Tenant to reimburse Landlord for any costs as required
under this Lease, the Base Rent shall be revised to net Landlord the same net
Rent after imposition of any tax or other charge upon Landlord as would have
been payable to Landlord but for the reimbursement being unlawful.

6. INTEREST AND LATE CHARGES.

If Tenant fails to pay when due any Rent or other amounts or charges which
Tenant is obligated to pay under the terms of this Lease, the unpaid amounts
shall bear interest at the maximum rate then allowed by law. Tenant acknowledges
that the late payment of any Monthly Installment of Base Rent will cause
Landlord to lose the use of that money and incur costs and expenses not
contemplated under this Lease, Including without limitation, administrative and
collection costs and processing and accounting expenses, the exact amount of
which is extremely difficult to ascertain. Therefore, in addition to interest,
if any such installment is not received by Landlord within * from the date it is
due, Tenant shall pay Landlord a late charge equal to ten percent (10%) of such
installment. Landlord and Tenant agree that this late charge represents a
reasonable estimate of such costs and expenses and is fair compensation to
Landlord for the loss suffered from such nonpayment by Tenant. Acceptance of any
interest or late charge shall not constitute a waiver of Tenant's default with
respect to such nonpayment by Tenant nor prevent Landlord from exercising any
other rights or remedies available to Landlord under this Lease.
                                 *Five (5) days

7. SECURITY DEPOSIT.

Tenant agrees to deposit with Landlord the Security Deposit set forth at Section
2.0 upon execution of this Lease, as security for Tenant's faithful performance
of its obligations under this Lease. Landlord and Tenant agree that the Security
Deposit may be commingled with funds of Landlord and Landlord shall have no
obligation or liability for payment of interest on such deposit. Tenant shall
not mortgage, assign, transfer or encumber the Security Deposit without the
prior written consent of Landlord and any attempt by Tenant to do so shall be
void, without force or effect and shall not be binding upon Landlord.

If Tenant fails to pay any Rent or other amount when due and payable under this
Lease, or fails to perform any of the terms hereof, Landlord may appropriate and
apply or use all or any portion of the Security Deposit for Rent payments or any
other amount then due and unpaid, for payment of any amount for which Landlord
has become obligated as a result of Tenant's default or breach, and for any loss
or damage sustained by Landlord as a result of Tenant's default or breach, and
Landlord may so apply or use this deposit without prejudice to any other remedy
Landlord may have by reason of Tenant's default or breach. If Landlord so uses
any of the Security Deposit, Tenant shall, within ten (10) days after written
demand therefor, restore the Security Deposit to the full amount originally
deposited; Tenant's failure to do so shall constitute an act of default
hereunder and Landlord shall have the right to exercise any remedy provided for
at Article 27 hereof. Within fifteen (15) days after the Term (or any extension
thereof) has expired or Tenant has vacated the Premises, whichever shall last
occur, and provided Tenant is not then in default on any of its obligations
hereunder, Landlord shall return the Security Deposit to Tenant, or, if Tenant
has assigned its interest under this Lease, to the last assignee of Tenant. If
Landlord sells its interest in the Premises, Landlord may deliver this deposit
to the purchaser of Landlord's interest and thereupon be relieved of any further
liability or obligation with respect to the Security Deposit.

8. TENANT'S USE OF THE PREMISES.

Tenant shall use the Premises solely for the purposes set forth in Tenant's Use
Clause. Tenant shall not use or occupy the Premises in violation of law or any
covenant, condition or restriction affecting the Building or Project or the
certificate of occupancy issued for the Building or Project, and shall, upon
notice from Landlord, immediately discontinue any use of the Premises which is
declared by any governmental authority having jurisdiction to be a violation of
law or the certificate of occupancy. Tenant, at Tenant's own cost and expense,
shall comply with all laws, ordinances, regulations, rules and/or any directions
of any governmental agencies or authorities having jurisdiction which shall, by
reason of the nature of Tenant's use or occupancy of the Premises, impose any
duty upon Tenant or Landlord with respect to the Premises or its use or
occupation. A judgment of any court of competent jurisdiction or the admission
by Tenant if any action or proceeding against Tenant that Tenant has violated
any such laws, ordinances, regulations, rules and/or directions in the use of
the Premises shall be deemed to be conclusive determination of that fact as
between Landlord and Tenant. Tenant shall not do or permit to be done anything
which will invalidate or increase the cost of any fire, extended coverage or
other insurance policy covering the Building or Project and/or property located
therein, and shall comply with all rules, orders, regulations, requirements and
recommendations of the Insurance Services Office or any other organization
performing a similar function. Tenant shall

                                      (4)


<PAGE>


promptly upon demand reimburse Landlord for any additional premium charged for
such policy by reason of Tenant's failure to comply with the provisions of this
Article. 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 other
tenants or occupants of the Building or Project, or injure or annoy them, or use
or allow the Premises to be used for any improper, immoral, unlawful or
objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance
in, on or about the Premises. Tenant shall not commit or suffer to be committed
any waste in or upon the Premises.

9. SERVICES AND UTILITIES.

Provided that Tenant is not in default hereunder, Landlord agrees to furnish to
the Premises during generally recognized business days, and during hours
determined by Landlord in its sole discretion, and subject to the Rules and
Regulations of the Building or Project, electricity for normal desk top office
equipment and normal copying equipment, and heating, ventilation and air
conditioning ("HVAC") as required in Landlord's judgment for the comfortable use
and occupancy of the Premises. If Tenant desires HVAC at any other time,
Landlord shall use reasonable efforts to furnish such service upon reasonable
notice from Tenant and Tenant shall pay Landlord's charges therefor on demand.
Landlord shall also maintain and keep lighted the common stairs, common entries
and restrooms in the Building. Landlord shall not be in default hereunder or be
liable for any damages directly or indirectly resulting from, nor shall the Rent
be abated by reason of (i) the installation, use or interruption of use of any
equipment in connection with the furnishing of any of the foregoing services,
(ii) failure to furnish or delay in furnishing any such services where such
failure or delay is caused by accident or any condition or event beyond the
reasonable control of Landlord, or by the making of necessary repairs or
improvements to the Premises, Building or Project, or (iii) the limitation,
curtailment or rationing of, or restrictions on, use of water, electricity, gas
or any other form of energy serving the Premises, Building or Project. Landlord
shall not be liable under any circumstances for a loss of or Injury to property
or business, however occurring, through or in connection with or incidental to
failure to furnish any such services. If Tenant uses heat generating machines or
equipment in the Premises which affect the temperature otherwise maintained by
the HVAC system, Landlord reserves the right to install supplementary air
conditioning units in the Premises and the cost thereof, including the cost of
installation, operation and maintenance thereof, shall be paid by Tenant to
Landlord upon demand by Landlord.

Tenant shall not, without the written consent of Landlord, use any apparatus or
device in the Premises, including without limitation, electronic data processing
machines, punch card machines or machines using in excess 120 volts, which
consumes more electricity than is usually furnished or supplied for the use of
premises as general office space, as determined by Landlord. Tenant shall not
connect any apparatus with electric current except through existing electrical
outlets in the Premises. Tenant shall not consume water or electric current in
excess of that usually furnished or supplied for the use of premises as general
office space (as determined by Landlord), without first procuring the written
consent of Landlord, which Landlord may refuse, and in the event of consent,
Landlord may have installed a water meter or electrical current meter in the
Premises to measure the amount of water or electric current consumed. The cost
of any such meter and of its installation, maintenance and repair shall be paid
for by the Tenant and Tenant agrees to pay to Landlord promptly upon demand for
all such water and electric current consumed as shown by said meters, at the
rates charged for such services by the local public utility plus any additional
expense incurred in keeping account of the water and electric current so
consumed. If a separate meter is not installed, the excess cost for such water
and electric current shall be established by an estimate made by a utility
company or electrical engineer hired by Landlord at Tenant's expense.

Nothing contained in this Article shall restrict Landlord's right to require at
any time separate metering of utilities furnished to the Premises. In the event
utilities are separately metered, Tenant shall pay promptly upon demand for all
utilities consumed at utility rates charged by the local public utility plus any
additional expense incurred by Landlord in keeping account of the utilities so
consumed. Tenant shall be responsible for the maintenance and repair of any such
meters at its sole cost.

Landlord shall furnish elevator service, lighting replacement for building
standard lights, restroom supplies, window washing and janitor services in a
manner that such services are customarily furnished to comparable office
buildings in the area.

10. CONDITION OF THE PREMISES.

Tenant's taking possession of the Premises shall be deemed conclusive evidence
that as of the date of taking possession the Premises are in good order and
satisfactory condition, except for such matters as to which Tenant gave Landlord
notice on or before the Commencement Date. No promise of Landlord to alter,
remodel, repair or improve the Premises, the Building or the Project and no
representation, express or implied, respecting any matter or thing relating to
the Premises, Building, Project or this Lease (including, without limitation,
the condition of the Premises, the Building or the Project) have been made to
Tenant by Landlord or its Broker or Sales Agent, other than as may be contained
herein or in a separate exhibit or addendum signed by Landlord and Tenant.

11. CONSTRUCTION, REPAIRS AND MAINTENANCE.

     a. Landlord's Obligations. Landlord shall perform Landlord's Work to the
     Premises as described in Addendum and Exhibit A Landlord shall maintain in
     good order, condition and repair the Building and all other portions of the
     Premises not the obligation of Tenant or of any other tenant in the
     Building.

     b. Tenant's Obligations.

          (2) Tenant at Tenant's sole expense shall, except for services
          furnished by Landlord pursuant to Article 9 hereof, maintain the
          Premises in good order, condition and repair, including the interior
          surfaces of the ceilings, walls and floors, all doors, all interior
          windows, all plumbing, pipes and fixtures, electrical wiring, switches
          and fixtures, Building Standard furnishings and special items and
          equipment installed by or at the expense of Tenant.

          (3) Tenant shall be responsible for all repairs and alterations in and
          to the Premises, Building and Project and the facilities and systems
          thereof, the need for which arises out of (i) Tenant's use or
          occupancy of the Premises, (ii) the installation, removal, use or
          operation of Tenant's Property (as defined in Article 13) in the
          Premises, (iii) the moving of Tenant's Property into or out of the
          Building, or (iv) the act, omission, misuse or negligence of Tenant,
          its agents, contractors, employees or invitees.

                                      (5)


<PAGE>


          (4) If Tenant fails to maintain the Premises in good order, condition
          and repair, Landlord shall give Tenant notice to do such acts as are
          reasonably required to so maintain the Premises. If Tenant fails to
          promptly commence such work and diligently prosecute it to completion,
          then Landlord shall have the right to do such acts and expend such
          funds at the expense of Tenant as are reasonably required to perform
          such work. Any amount so expended by Landlord shall be paid by Tenant
          promptly after demand with interest at the prime commercial rate then
          being charged by Bank of America NT & SA plus two percent (2%) per
          annum, from the date of such work, but not to exceed the maximum rate
          then allowed by law. Landlord shall have no liability to Tenant for
          any damage, inconvenience, or interference with the use of the
          Premises by Tenant as a result of performing any such work.

     c. Compliance with Law. Landlord and Tenant shall each do all acts required
     to comply with all applicable laws, ordinances, and rules of any public
     authority relating to their respective maintenance obligations as set forth
     herein.

     d. Waiver by Tenant. Tenant expressly waives the benefits of any statute
     now or hereafter in effect which would otherwise afford the Tenant the
     right to make repairs at Landlord's expense or to terminate this Lease
     because of Landlord's failure to keep the Premises in good order, condition
     and repair.

     e. Load and Equipment Limits. Tenant shall not place a load upon any floor
     of the Premises which exceeds the load per square foot which such floor was
     designed to carry, as determined by Landlord or Landlord's structural
     engineer. The cost of any such determination made by Landlord's structural
     engineer shall be paid for by Tenant upon demand. Tenant shall not install
     business machines or mechanical equipment which cause noise or vibration to
     such a degree as to be objectionable to Landlord or other Building tenants.

     f. Except as otherwise expressly provided in this Lease, Landlord shall
     have no liability to Tenant nor shall Tenant's obligations under this Lease
     be reduced or abated in any manner whatsoever by reason of any
     inconvenience, annoyance, interruption or injury to business arising from
     Landlord's making any repairs or changes which Landlord is required or
     permitted by this Lease or by any other tenant's lease or required by law
     to make in or to any portion of the Project, Building or the Premises.
     Landlord shall nevertheless use reasonable efforts to minimize any
     interference with Tenant's business in the Premises.

     g. Tenant shall give Landlord prompt notice of any damage to or defective
     condition in any part or appurtenance of the Building's mechanical,
     electrical, plumbing, HVAC or other systems serving, located in, or passing
     through the Premises.

     h. Upon the expiration or earlier termination of this Lease, Tenant shall
     return the Premises to Landlord clean and in the same condition as on the
     date Tenant took possession, except for normal wear and tear. Any damage to
     the Premises, including any structural damage, resulting from Tenant's use
     or from the removal of Tenant's fixtures, furnishings and equipment
     pursuant to Section 13b shall be repaired by Tenant at Tenant's expense.

12. ALTERATIONS AND ADDITIONS.

     a. Tenant shall not make any additions, alterations or improvements to the
     Premises without obtaining the prior written consent of Landlord.
     Landlord's consent may be conditioned on Tenant's removing any such
     additions, alterations or improvements upon the expiration of the Term and
     restoring the Premises to the same condition as on the date Tenant took
     possession. All work with respect to any addition, alteration or
     improvement shall be done in a good and workmanlike manner by properly
     qualified and licensed personnel approved by Landlord, and such work shall
     be diligently prosecuted to completion. Landlord may, at Landlord's option,
     require that any such work be performed by Landlord's contractor, in which
     case the cost of such work shall be paid for before commencement of the
     work. Tenant shall pay to Landlord upon completion of any such work by
     Landlord's contractor, an administrative fee of fifteen percent (15%) of
     the cost of the work.

     b. Tenant shall pay the costs of any work done on the Premises pursuant to
     Section 12a, and shall keep the Premises, Building and Project free and
     clear of liens of any kind. Tenant shall indemnify, defend against and keep
     Landlord free and harmless from all liability, loss, damage, costs,
     attorneys' fees and any other expense incurred on account of claims by any
     person performing work or furnishing materials or supplies for Tenant or
     any person claiming under Tenant.

     Tenant shall keep Tenant's leasehold interest, and any additions or
     improvements which are or become the property of Landlord under this Lease,
     free and clear of all attachment or judgment liens, Before the actual
     commencement of any work for which a claim or lien may be filed, Tenant
     shall give Landlord notice of the intended commencement date a sufficient
     time before that date to enable Landlord to post notices of
     non-responsibility or any other notices which Landlord deems necessary for
     the proper protection of Landlord's interest in the Premises, Building or
     the Project, and Landlord shall have the right to enter the Premises and
     post such notices at any reasonable time.

     c. Landlord may require, at Landlord's sole option, that Tenant provide to
     Landlord, at Tenant's expense, a lien and completion bond in an amount
     equal to at least one and one-half (11/2) times the total estimated cost of
     any additions, alterations or improvements to be made in or to the
     Premises, to protect Landlord against any liability for mechanic's and
     materialmen's liens and to insure timely completion of the work. Nothing
     contained in this Section 1 2c shall relieve Tenant of its obligation under
     Section 1 2b to keep the Premises, Building and Project free of all liens.

     d. Unless their removal is required by Landlord as provided in Section 12a,
     all additions, alterations and improvements made to the Premises shall
     become the property of Landlord and be surrendered with the Premises upon
     the expiration of the Term; provided, however, Tenant's equipment,
     machinery and trade fixtures which can be removed without damage to the
     Premises shall remain the property of Tenant and may be removed, subject to
     the provisions of Section 13b.

13.  LEASEHOLD IMPROVEMENTS; TENANT'S PROPERTY.

     a. All fixtures, equipment, improvements and appurtenances attached to or
     built into the Premises at the commencement of or during the Term, whether
     or not by or at the expense of Tenant ("Leasehold Improvements"), shall be
     and remain a part of the Premises, shall be the property of Landlord and
     shall not be removed by Tenant, except as expressly provided in Section
     13b.

                                      (6)


<PAGE>


     b. All movable partitions, business and trade fixtures, machinery and
     equipment, communications equipment and office equipment located in the
     Premises and acquired by or for the account of Tenant, without expense to
     Landlord. which can be removed without structural damage to the Building,
     and all furniture, furnishings and other articles of movable personal
     property owned by Tenant and located in the Premises (collectively
     "Tenant's Property") shall be and shall remain the property of Tenant and
     may be removed by Tenant at any time during the Term; provided that if any
     of Tenant's Property is removed, Tenant shall promptly repair any damage to
     the Premises or to the Building resulting from such removal.

14. RULES AND REGULATIONS.

Tenant agrees to comply with (and cause its agents, contractors, employees and
invitees to comply with) the rules and regulations attached hereto as Exhibit
"D" and with such reasonable modifications thereof and additions thereto as
Landlord may from time to time make. Landlord shall not be responsible for any
violation of said rules and regulations by other tenants or occupants of the
Building or Project.

15. CERTAIN RIGHTS RESERVED BY LANDLORD.

Landlord reserves the following rights, exercisable without liability to Tenant
for (a) damage or injury to property, person or business, (b) causing an actual
or constructive eviction from the Premises, or (c) disturbing Tenant's use or
possession of the Premises:

     a. To name the Building and Project and to change the name or street
     address of the Building or Project;

     b. To install and maintain all signs on the -exterior and interior of the
     Building and Project;

     c. To have pass keys to the Premises and all doors within the Premises,
     excluding Tenant's vaults and safes;

     d. At any time during the Term, and on reasonable prior notice to Tenant,
     to inspect the Premises, and to show the Premises to any prospective
     purchaser or mortgagee of the Project, or to any assignee of any mortgage
     on the Project, or to others having an interest in the Project or Landlord,
     and during the last six months of the Term, to show the Premises to
     prospective tenants thereof; and

     e. To enter the Premises for the purpose of making inspections, repairs,
     alterations, additions or improvements to the Premises or the Building
     (including, without limitation, checking, calibrating, adjusting or
     balancing controls and other parts of the HVAC system), and to take all
     steps as may be necessary or desirable for the safety, protection,
     maintenance or preservation of the Premises or the Building or Landlord's
     interest therein, or as may be necessary or desirable for the operation or
     improvement of the Building or in order to comply with laws, orders or
     requirements of governmental or other authority, Landlord agrees to use its
     best efforts (except in an emergency) to minimize interference with
     Tenant's business in the Premises in the course of any such entry.

16. ASSIGNMENT AND SUBLETTING.

No assignment of this Lease or sublease of all or any part of the Premises shall
be permitted, except as provided in this Article 16.

     a. Tenant shall not, without the prior written consent of Landlord, assign
     or hypothecate this Lease or any interest herein or sublet the Premises or
     any part thereof, or permit the use of the Premises by any party other than
     Tenant. Any of the foregoing acts without such consent shall be void and
     shall, at the option of Landlord, terminate this Lease. This Lease shall
     not, nor shall any interest of Tenant herein, be assignable by operation of
     law without the written consent of Landlord.

     b. If at any time or from time to time during the Term Tenant desires to
     assign this Lease or sublet all or any part of the Premises, Tenant shall
     give notice to Landlord setting forth the terms and provisions of the
     proposed assignment or sublease, and the identity of the proposed assignee
     or subtenant. Tenant shall promptly supply Landlord with such information
     concerning the business background and financial condition of such proposed
     assignee or subtenant as Landlord may reasonably request. Landlord shall
     have the option, exercisable by notice given to Tenant within twenty (20)
     days after Tenant's notice is given, either to sublet such space from
     Tenant at the rental and on the other terms set forth in this Lease for the
     term set forth in Tenant's notice, or, in the case of an assignment, to
     terminate this Lease. If Landlord does not exercise such option, Tenant may
     assign the Lease or sublet such space to such proposed assignee or
     subtenant on the following further conditions:

          (1) Landlord shall have the right to approve such proposed assignee or
          subtenant, which approval shall not be unreasonably withheld;

          (2) The assignment or sublease shall be on the same terms set forth in
          the notice given to Landlord;

          (3) No assignment or sublease shall be valid and no assignee or
          sublessee shall take possession of the Premises until an executed
          counterpart of such assignment or sublease has been delivered to
          Landlord;

          (4) No assignee or sublessee shall have a further right to assign or
          sublet except on the terms herein contained; and

          (5) Any sums or other economic consideration received by Tenant as a
          result of such assignment or subletting, however denominated under the
          assignment or sublease which exceed in the aggregate, (i) the total
          sums which Tenant is obligated to pay Landlord under this Lease
          (prorated to reflect obligations allocable to any portion of the
          Premises subleased), plus (ii) any real estate brokerage commissions
          or fees payable in connection with such assignment or subletting,
          shall be paid to Landlord as additional rent under this Lease without
          affecting or reducing any other obligations of Tenant hereunder.

     c. Notwithstanding the provisions of paragraphs a and b above, Tenant may
     assign this Lease or sublet the Premises or any portion thereof, without
     Landlord's consent and without extending any recapture or termination
     option to Landlord, to any corporation which controls, is controlled by or
     is under common control with Tenant, or to any corporation resulting from a
     merger or consolidation with Tenant, or to any person or entity which
     acquires all the assets of Tenant's business as a going concern, provided
     that (i) the assignee or sublessee assumes, in full, the obligations of
     Tenant under this Lease, (ii) Tenant remains fully liable under this
     Lease, and (iii) the use of the Premises under Article 8 remains unchanged.

                                      (7)
<PAGE>


     d. No subletting or assignment shall release Tenant of Tenant's obligations
     under this Lease or alter the primary liability of Tenant to pay the Rent
     and to perform all other obligations to be performed by Tenant hereunder.
     The acceptance of Rent by Landlord from any other person shall not be
     deemed to be a waiver by Landlord of any provision hereof. Consent to one
     assignment or subletting shall not be deemed consent to any subsequent
     assignment or subletting. In the event of default by an assignee or
     subtenant of Tenant or any successor of Tenant in the performance of any of
     the terms hereof, Landlord may proceed directly against Tenant without the
     necessity of exhausting remedies against such assignee, subtenant or
     successor. Landlord may consent to subsequent assignments of the Lease or
     sublettings or amendments or modifications to the Lease with assignees of
     Tenant, without notifying Tenant, or any successor of Tenant, and without
     obtaining its or their consent thereto and any such actions shall not
     relieve Tenant of liability under this Lease.

     e. If Tenant assigns the Lease or sublets the Premises or requests the
     consent of Landlord to any assignment or subletting or if Tenant requests
     the consent of Landlord for any act that Tenant proposes to do, then Tenant
     shall, upon demand, pay Landlord an administrative fee of One Hundred Fifty
     and No/1O0ths Dollars ($150.00) plus any attorneys' fees reasonably
     incurred by Landlord in connection with such act or request.

17. HOLDING OVER.

If after expiration of the Term, Tenant remains in possession of the Premises
with Landlord's permission (express or implied), Tenant shall become a tenant
from month to month only, upon all the provisions of this Lease (except as to
term and Base Rent), but the "Monthly Installments of Base Rent" payable by
Tenant shall be increased to one hundred fifty percent (150%) of the Monthly
Installments of Base Rent payable by Tenant at the expiration of the Term. Such
monthly rent shall be payable in advance on or before the first day of each
month. If either party desires to terminate such month to month tenancy, it
shall give the other party not less than thirty (30) days advance written notice
of the date of termination.

18. SURRENDER OF PREMISES.

     a. Tenant shall peaceably surrender the Premises to Landlord on the
     Expiration Date, in broom-clean condition and in as good condition as when
     Tenant took possession, except for (i) reasonable wear and tear, (ii) loss
     by fire or other casualty, and (iii) loss by condemnation. Tenant shall, on
     Landlord's request, remove Tenant's Property on or before the Expiration
     Date and promptly repair all damage to the Premises or Building caused by
     such removal.

     b. If Tenant abandons or surrenders the Premises, or is dispossessed by
     process of law or otherwise, any of Tenant's Property left on the Premises
     shall be deemed to be abandoned, and, at Landlord's option, title shall
     pass to Landlord under this Lease as by a bill of sale, If Landlord elects
     to remove all or any part of such Tenant's Property, the cost of removal,
     including repairing any damage to the Premises or Building caused by such
     removal, shall be paid by Tenant. On the Expiration Date Tenant shall
     surrender all keys to the Premises.

19. DESTRUCTION OR DAMAGE.

     a. If the Premises or the portion of the Building necessary for Tenant's
     occupancy is damaged by fire, earthquake, act of God, the elements of other
     casualty, Landlord shall, subject to the provisions of this Article,
     promptly repair the damage, if such repairs can, in Landlord's opinion, be
     completed within (90) ninety days. If Landlord determines that repairs can
     be completed within ninety (90) days, this Lease shall remain in full force
     and effect, except that if such damage is not the result of the negligence
     or willful misconduct of Tenant or Tenant's agents, employees, contractors,
     licensees or invitees, the Base Rent shall be abated to the extent Tenant's
     use of the Premises is impaired, commencing with the date of damage and
     continuing until completion of the repairs required of Landlord under
     Section 19d.

     b. If in Landlord's opinion, such repairs to the Premises or portion of the
     Building necessary for Tenant's occupancy cannot be completed within ninety
     (90) days, Landlord may elect, upon notice to Tenant given within thirty
     (30) days after the date of such fire or other casualty, to repair such
     damage, in which event this Lease shall continue in full force and effect,
     but the Base Rent shall be partially abated as provided in Section 19a. If
     Landlord does not so elect to make such repairs, this Lease shall terminate
     as of the date of such fire or other casualty.

     c. If any other portion of the Building or Project is totally destroyed or
     damaged to the extent that in Landlord's opinion repair thereof cannot be
     completed within ninety (90) days, Landlord may elect upon notice to Tenant
     given within thirty (30) days after the date of such fire or other
     casualty, to repair such damage, in which event this Lease shall continue
     in full force and effect, but the Base Rent shall be partially abated as
     provided in Section 1 9a. If Landlord does not elect to make such repairs,
     this Lease shall terminate as of the date of such fire or other casualty.

     d. If the Premises are to be repaired under this Article, Landlord shall
     repair at its cost any injury or damage to the Building and Building
     Standard Work in the Premises. Tenant shall be responsible at its sole cost
     and expense for the repair, restoration and replacement of any other
     Leasehold Improvements and Tenant's Property. Landlord shall not be liable
     for any loss of business, inconvenience or annoyance arising from any
     repair or restoration of any portion of the Premises, Building or Project
     as a result of any damage from fire or other casualty.

     8. This Lease shall be considered an express agreement governing any case
     of damage to or destruction of the Premises, Building or Project by fire or
     other casualty, and any present or future law which purports to govern the
     rights of Landlord and Tenant in such circumstances in the absence of
     express agreement, shall have no application.

20. EMINENT DOMAIN.

     a. If the whole of the Building or Premises is lawfully taken by
     condemnation or in any other manner for any public or quasi-public purpose,
     this Lease shall terminate as of the date of such taking, and Rent shall be
     prorated to such date. If less than the whole of the Building or Premises
     is so taken, this Lease shall be unaffected by such taking, provided that
     (i) Tenant shall have the right to terminate this Lease by notice to
     Landlord given within ninety (90) days after the date of such taking if
     twenty percent (20%) or more of the Premises is taken and the remaining
     area of the Premises is not reasonably sufficient for Tenant to continue
     operation if its business, and (ii) Landlord shall have the right to
     terminate this Lease by notice to Tenant given within ninety (90) days
     after the date of such taking. If either Landlord or Tenant so elects to
     terminate this Lease, the Lease shall terminate on the thirtieth (30th) day
     after either such notice. The Rent shall be prorated to the date of
     termination. If this Lease continues in force upon such partial taking, the
     Base Rent and Tenant's Proportionate Share shall be equitably adjusted
     according to the remaining Rentable Area of the premises and Project.

                                      (8)


<PAGE>


     b. In the event of any taking, partial or whole,. all of the proceeds of
     any award, judgment or settlement payable by the condemning authority shall
     be the exclusive property of Landlord, and Tenant hereby assigns to
     Landlord all of its right, title and interest in any award, judgment or
     settlement from the condemning authority. Tenant, however, shall have the
     right, to the extent that Landlord's award is not reduced or prejudiced, to
     claim from the condemning authority (but not from Landlord) such
     compensation as may be recoverable by Tenant in its own right for
     relocation expenses and damage to Tenant's personal property.

     c. In the event of a partial taking of the Premises which does not result
     in a termination of this Lease, Landlord shall restore the remaining
     portion of the Premises as nearly as practicable to its condition prior to
     the condemnation or taking, but only to the extent of Building Standard
     Work. Tenant shall be responsible at its sole cost and expense for the
     repair, restoration and replacement of any other Leasehold Improvements and
     Tenant's Property.

21. INDEMNIFICATION.

     a. Tenant shall indemnify and hold Landlord harmless against and from
     liability and claims of any kind for loss or damage to property of Tenant
     or any other person, or for any injury to or death of any person, arising
     out of: (1) Tenant's use and occupancy of the Premises, or any work,
     activity or other things allowed or suffered by Tenant to be done in, on or
     about the Premises; (2) any breach or default by Tenant of any of Tenant's
     obligations under this Lease; or (3) any negligent or otherwise tortious
     act or omission of Tenant, its agents, employees, invitees or contractors.
     Tenant shall at Tenant's expense, and by counsel satisfactory to Landlord,
     defend Landlord in any action or proceeding arising from any such claim and
     shall indemnify Landlord against all costs, attorneys' fees, expert witness
     fees and any other expenses incurred in such action or proceeding. As a
     material part of the consideration for Landlord's execution of this Lease,
     Tenant hereby assumes all risk of damage or injury to any person or
     property in, on or about the Premises from any cause.

     b. Landlord shall not be liable for injury or damage which may be sustained
     by the person or property of Tenant, its employees, invitees or customers,
     or any other person in or about the Premises, caused by or resulting from
     fire, steam, electricity, gas, water or rain which may leak or flow from or
     into any part of the Premises, or from the breakage, leakage, obstruction
     or other defects of pipes, sprinklers, wires, appliances, plumbing, air
     conditioning or lighting fixtures, whether such damage or Injury results
     from conditions arising upon the Premises or upon other portions of the
     Building or Project or from other sources. Landlord shall not be liable for
     any damages arising from any act or omission of any other tenant of the
     Building or Project.

22. TENANT'S INSURANCE.

     a. All insurance required to be carried by Tenant hereunder shall be issued
     by responsible insurance companies acceptable to Landlord and Landlord's
     lender and qualified to do business in the State. Each policy shall name
     Landlord, and at Landlord's request any mortgagee of Landlord, as an
     additional insured, as their respective interests may appear. Each policy
     shall contain (i) a cross-liability endorsement, (ii) a provision that such
     policy and the coverage evidenced thereby shall be primary and
     non-contributing with respect to any policies carried by Landlord and that
     any coverage carried by Landlord shall be excess insurance, and (iii) a
     waiver by the insurer of any right of subrogation against Landlord, its
     agents, employees and representatives, which arises or might arise by
     reason of any payment under such policy or by reason of any act or omission
     of Landlord, its agents, employees or representatives. A copy of each paid
     up policy (authenticated by the insurer) or certificate of the insurer
     evidencing the existence and amount of each insurance policy required
     hereunder shall be delivered to Landlord before the date Tenant is first
     given the right of possession of the Premises, and thereafter within thirty
     (30) days after any demand by Landlord therefor. Landlord may, at any time
     and from time to time, inspect and/or copy any insurance policies required
     to be maintained by Tenant hereunder. No such policy shall be cancellable
     except after twenty (20) days written notice to Landlord and Landlord's
     lender. Tenant shall furnish Landlord with renewals or "binders" of any
     such policy at least ten (10) days prior to the expiration thereof. Tenant
     agrees that if Tenant does not take out and maintain such insurance,
     Landlord may (but shall not be required to) procure said insurance on
     Tenant's behalf and charge the Tenant the premiums together with a
     twenty-five percent (25%) handling charge, payable upon demand. Tenant
     shall have the right to provide such insurance coverage pursuant to blanket
     policies obtained by the Tenant, provided such blanket policies expressly
     afford coverage to the Premises, Landlord, Landlord's mortgagee and Tenant
     as required by this Lease.

     b. Beginning on the date Tenant is given access to the Premises for any
     purpose and continuing until expiration of the Term, Tenant shall procure,
     pay for and maintain in effect policies of casualty insurance covering (I)
     all Leasehold Improvements (including any alterations, additions or
     improvements as may be made by Tenant pursuant to the provisions of Article
     12 hereof), and (ii) trade fixtures, merchandise and other personal
     property from time to time in, on or about the Premises, in an amount not
     less than one hundred percent (100%) of their actual replacement cost from
     time to time, providing protection against any peril included within the
     classification "Fire and Extended Coverage" together with insurance against
     sprinkler damage, vandalism and malicious mischief. The proceeds of such
     insurance shall be used for the repair or replacement of the property so
     insured. Upon termination of this Lease following a casualty as set forth
     herein, the proceeds under (i) shall be paid to Landlord, and the proceeds
     under (ii) above shall be paid to Tenant.

     c. Beginning on the date Tenant is given access to the Premises for any
     purpose and continuing until expiration of the Term, Tenant shall procure,
     pay for and maintain in effect workers' compensation insurance as required
     by law and comprehensive public liability and property damage insurance
     with respect to the construction of improvements on the Premises the use
     operation or condition of the Premises and the operations of Tenant in, on
     or about the Premises, providing personal injury and broad form property
     damage coverage for not less than One Million Dollars ($1,000,000.00)
     combined single limit for bodily injury, death and property damage
     liability.

     d. Not less than every three (3) years during the Term, Landlord and Tenant
     shall mutually agree to increases in all of Tenant's insurance policy
     limits for all insurance to be carried by Tenant as set forth in this
     Article. In the event Landlord and Tenant cannot mutually agree upon the
     amounts of said increases, then Tenant agrees that all insurance policy
     limits as set forth in this Article shall be adjusted for increases in the
     cost of living in the same manner as is set forth in section 5.2 hereof for
     the adjustment of the Base Rent.

                                      (9)


<PAGE>


23. WAIVER OF SUBROGATION.

Landlord and Tenant each hereby waive all rights of recovery against the other
and against the officers, employees, agents and representatives of the other, on
account of loss by or damage to the waiving party of its property or the
property of others under its control, to the extent that such loss or damage is
insured against under any fire and extended coverage insurance policy which
either may have in force at the time of the loss or damage. Tenant shall, upon
obtaining the policies of insurance required under this Lease, give notice to
its insurance carrier or carriers that the foregoing mutual waiver of
subrogation is contained in this Lease.

24. SUBORDINATION AND ATTORNMENT.

Upon written request of Landlord, or any first mortgagee or first deed of trust
beneficiary of Landlord, or ground lessor of Landlord, Tenant shall, in writing,
subordinate its rights under this Lease to the lien of any first mortgage or
first deed of trust, or to the interest of any lease in which Landlord is
lessee, and to all advances made or hereafter to be made thereunder. However,
before signing any subordination agreement, Tenant shall have the right to
obtain from any lender or lessor or Landlord requesting such subordination, an
agreement in writing providing that, as long as Tenant is not in default
hereunder, this Lease shall remain in effect for the full Term. The holder of
any security interest may, upon written notice to Tenant, elect to have this
Lease prior to its security interest regardless of the time of the granting or
recording of such security interest.

In the event of any foreclosure sale, transfer in lieu of foreclosure or
termination of the lease in which Landlord is lessee, Tenant shall attorn to the
purchaser, transferee or lessor as the case may be, and recognize that party as
Landlord under this Lease, provided such party acquires and accepts the Premises
subject to this Lease.

25. TENANT ESTOPPEL CERTIFICATES.

Within ten (10) days after written request from Landlord, Tenant shall execute
and deliver to Landlord or Landlord's designee, a written statement certifying
(a) that this Lease is unmodified and in full force and effect, or is in full
force and effect as modified and stating the modifications; (b) the amount of
Base Rent and the date to which Base Rent and additional rent have been paid in
advance; (c) the amount of any security deposited with Landlord; and (d) that
Landlord is not in default hereunder or, it Landlord is claimed to be in
default, stating the nature of any claimed default. Any such statement may be
relied upon by a purchaser, assignee or lender. Tenant's failure to execute and
deliver such statement within the time required shall at Landlord's election be
a default under this Lease and shall also be conclusive upon Tenant that: (1)
this Lease is in full force and effect and has not been modified except as
represented by Landlord; (2) there are no uncured defaults in Landlord's
performance and that Tenant has no right of offset, counter-claim or deduction
against Rent; and (3) not more than one month's Rent has been paid in advance.

26. TRANSFER OF LANDLORD'S INTEREST.

In the event of any sale or transfer by Landlord of the Premises, Building or
Project, and assignment of this Lease by Landlord, Landlord shall be and is
hereby entirely freed and relieved of any and all liability and obligations
contained in or derived from this Lease arising out of any act, occurrence or
omission relating to the Premises, Building, Project or Lease occurring after
the consummation of such sale or transfer, providing the purchaser shall
expressly assume all of the covenants and obligations of Landlord under this
Lease. If any security deposit or prepaid Rent has been paid by Tenant, Landlord
may transfer the security deposit or prepaid Rent to Landlord's successor and
upon such transfer, Landlord shall be relieved of any and all further liability
with respect thereto.

27. DEFAULT.

27.1.Tenant's Default. The occurrence of any one or more of the following events
shall constitute a default and breach of this Lease by Tenant:

     a. If Tenant abandons or vacates the Premises; or

     b. If Tenant fails to pay any Rent or any other charges required to be paid
     by Tenant under this Lease and such failure continues for five (5) days
     after such payment is due and payable; or

     c. If Tenant fails to promptly and fully perform any other covenant,
     condition or agreement contained in this Lease and such failure continues
     for thirty (30) days after written notice thereof from Landlord to Tenant;
     or

     d. If a writ of attachment or execution is levied on this Lease or on any
     of Tenant's Property; or

     e. If Tenant makes a general assignment for the benefit of creditors, or
     provides for an arrangement, composition, extension or adjustment with its
     creditors; or

     f. If Tenant files a voluntary petition for relief or if a petition against
     Tenant in a proceeding under the federal bankruptcy laws or other
     insolvency laws is filed and not withdrawn or dismissed within forty-five
     (45) days thereafter, of if under the provisions of any law providing for
     reorganization or winding up of corporations, any court of competent
     jurisdiction assumes jurisdiction, custody or control of Tenant or any
     substantial part of its property and such jurisdiction, custody or control
     remains in force unrelinquished, unstayed or unterminated for a period of
     forty-five (45) days; or

     g. If in any proceeding or action in which Tenant is a party, a trustee,
     receiver, agent or custodian is appointed to take charge of the Premises or
     Tenant's Property (or has the authority to do so) for the purpose of
     enforcing a lien against the Premises or Tenant's Property; or

     h. If Tenant is a partnership or consists of more than one (1) person or
     entity, if any partner of the partnership or other person or entity is
     involved in any of the acts or events described in subparagraphs d through
     g above.

27.2. Remedies. In the event of Tenant's default hereunder, then in addition to
any other rights or remedies Landlord may have under any law, Landlord shall
have the right, at Landlord's option, without further notice or demand of any
kind to do the following:

     a. Terminate this Lease and Tenant's right to possession of the Premises
     and reenter the Premises and take possession thereof, and Tenant shall have
     no further claim to the Premises or under this Lease; or

     b. Continue this Lease in effect, reenter and occupy the Premises for the
     account of Tenant, and collect any unpaid Rent or other charges which have
     or thereafter become due and payable; or

     c. Reenter the Premises under the provisions of subparagraph b, and
     thereafter elect to terminate this Lease and Tenant's right to possession
     of the Premises.

                                      (10)

<PAGE>


If Landlord reenters the Premises under the provisions of subparagraphs b or c
above, Landlord shall not be deemed to have terminated this Lease or the
obligation of Tenant to pay any Rent or other charges thereafter accruing,
unless Landlord notifies Tenant in writing of Landlord's election to terminate
this Lease. In the event of any reentry or retaking of possession by Landlord,
Landlord shall have the right, but not the obligation, to remove all or any part
of Tenant's Property in the Premises and to place such property in storage at a
public warehouse at the expense and risk of Tenant. If Landlord elects to relet
the Premises for the account of Tenant, the rent received by Landlord from such
reletting shall be applied as follows: first, to the payment of any indebtedness
other than Rent due hereunder from Tenant to Landlord; second, to the payment of
any costs of such reletting; third, to the payment of the cost of any
alterations or repairs to the Premises; fourth to the payment of Rent due and
unpaid hereunder; and the balance, if any, shall be held by Landlord and applied
in payment of future Rent as it becomes due. If that portion of rent received
from the reletting which is applied against the Rent due hereunder is less than
the amount of the Rent due, Tenant shall pay the deficiency to Landlord promptly
upon demand by Landlord. Such deficiency shall be calculated and paid monthly.
Tenant shall also pay to Landlord, as soon as determined, any costs and expenses
incurred by Landlord in connection with such reletting or in making alterations
and repairs to the Premises, which are not covered by the rent received from the
reletting.

Should Landlord elect to terminate this Lease under the provisions of
subparagraph a or c above, Landlord may recover as damages from Tenant the
following:

     1.   Past Rent. The worth at the time of the award of any unpaid Rent which
          had been earned at the time of termination; plus


     2.   Rent Prior to Award. The worth at the time of the award of the amount
          by which the unpaid Rent which would have been earned after
          termination until the time of award exceeds the amount of such rental
          loss that Tenant proves could have been reasonably avoided; plus

     3.   Rent After Award, The worth at the time of the award of the amount by
          which the unpaid Rent for the balance of the Term after the time of
          award exceeds the amount of the rental loss that Tenant proves could
          be reasonably avoided; plus

     4.   Proximately Caused Damages. Any other amount necessary to compensate
          Landlord for all detriment proximately caused by Tenant's failure to
          perform its obligations under this Lease or which in the ordinary
          course of things would be likely to result therefrom, including, but
          not limited to, any costs or expenses (including attorneys' fees),
          incurred by Landlord in (a) retaking possession of the Premises, (b)
          maintaining the Premises after Tenant's default, (C) preparing the
          Premises for reletting to a new tenant, including any repairs or
          alterations, and (d) reletting the Premises, including broker's
          commissions.

"The worth at the time of the award" as used In subparagraphs 1 and 2 above, is
to be computed by allowing interest at the rate of ten percent (10%) per annum.
"The worth at the time of the award" as used in subparagraph 3 above, is to be
computed by discounting the amount at the discount rate of the Federal Reserve
Bank situated nearest to the Premises at the time of the award plus one percent
(1%).

The waiver by Landlord of any breach of any term, covenant or condition of this
Lease shall not be deemed a waiver of such term, covenant or condition or of any
subsequent breach of the same or any other term, covenant or condition.
Acceptance of Rent by Landlord subsequent to any breach hereof shall not be
deemed a waiver of any preceding breach other than the failure to pay the
particular Rent so accepted, regardless of Landlord's knowledge of any breach at
the time of such acceptance of Rent. Landlord shall not be deemed to have waived
any term, covenant or condition unless Landlord gives Tenant written notice of
such waiver.

27.3 Landlord's Default. If Landlord fails to perform any covenant, condition or
agreement contained in this Lease within thirty (30) says after receipt of
written notice from Tenant specifying such default, or if such default cannot
reasonably be cured within thirty 30) days, if Landlord fails to commence to
cure within that thirty (30) day period, then Landlord shall be liable to Tenant
for any damages sustained by Tenant as a result of Landlord's breach; provided,
however, it is expressly understood and agreed that if Tenant obtains a money
judgment against Landlord resulting from any default or other claim arising
under this Lease, that judgment shall be satisfied only out of the rents,
issues, profits, and other income actually received on account of Landlord's
right, title and interest in the Premises, Building, or Project, and no other
real, personal or mixed property of Landlord (or of any of the partners which
comprise Landlord, it any) wherever situated, shall be subject to levy to
satisfy such judgment. If, after notice to Landlord of default, Landlord (or any
first mortgagee or first deed of trust beneficiary of Landlord) fails to cure
the default as provided herein, then Tenant shall have the right to cure that
default at Landlord's expense. Tenant shall not have the right to terminate this
Lease or to withhold, reduce or offset any amount against any payments of Rent
or any other charges due and payable under this Lease except as otherwise
specifically provided herein.

28. BROKERAGE FEES

Tenant warrants and represents that it has not dealt with any real estate broker
or agent in connection with this Lease or its negotiation except those noted in
Section 2.c. Tenant shall indemnify and hold Landlord harmless from any cost,
expense or ability (including costs of Suit and reasonable attorneys' fees) for
any compensation, commission or fees claimed by any other real estate broker or
agent in connection with this Lease or its negotiation by reason of any act of
Tenant.

29. NOTICES

All notices, approvals and demands permitted or required to be given under this
Lease shall be in writing and deemed duly served or given if personally
delivered or sent by certified or registered U.S. mail, postage prepaid, and
addressed as follows: e) if to Landlord, to Landlord's Mailing Address and to
the Building manager, and (b) if to Tenant, to Tenant's Mailing Address;
provided, however, notices to Tenant shall be deemed duly served or given if
delivered or mailed to Tenant at the Premises. Landlord and Tenant may from time
to time by notice to the other designate another place for receipt of future
notices.

30. GOVERNMENT ENERGY OR UTILITY CONTROLS

In the event of imposition of federal, state or local government controls,
rules, regulations, or restrictions on the use or consumption of energy or other
utilities during the Term, both Landlord and Tenant shall be bound thereby. In
the event of a difference in interpretation by Landlord and Tenant of any such
controls, the interpretation of Landlord shall prevail, and Landlord shall have
the right to enforce compliance therewith, including the right of entry into the
Premises to effect compliance.

31.  RELOCATION OF PREMISES

Landlord shall have the right to relocate the Premises to another part of the
Building in accordance with the following:

                                      (11)


<PAGE>


     a. The new premises shall be substantially the same in size, dimensions,
     configuration, decor and nature as the Premises described in this Lease,
     and if the relocation occurs after the Commencement Date, shall be placed
     in that condition by Landlord at its cost.

     b. Landlord shall give Tenant at least thirty (30) days written notice of
     Landlord's intention to relocate the Premises.

     c. As nearly as practicable, the physical relocation of the Premises shall
     take place on a weekend and shall be completed before the following Monday.
     If the physical relocation has not been completed in that time, Base Rent
     shall abate in full from the time the physical relocation commences to the
     time it is completed. Upon completion of such relocation, the new premises
     shall become the "Premises" under this Lease.

     d. All reasonable costs incurred by Tenant as a result of the relocation
     shall be paid by Landlord.

     e. If the new premises are smaller than the Premises as it existed before
     the relocation, Base Rent shall be reduced proportionately.

     f. The parties hereto shall immediately execute an amendment to this Lease
     setting forth the relocation of the Premises and the reduction of Base
     Rent, if any.

32. QUIET ENJOYMENT.

Tenant, upon paying the Rent and performing all of its obligations under this
Lease, shall peaceably and quietly enjoy the Premises, subject to the terms of
this Lease and to any mortgage, lease, or other agreement to which this Lease
may be subordinate.

33. OBSERVANCE OF LAW.

Tenant shall not use the Premises or permit anything to be done in or about the
Premises which will in any way conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter be enacted
or promulgated. Tenant shall, at its sole cost and expense, promptly comply with
all laws, statutes, ordinances and governmental rules, regulations or
requirements now in force or which may hereafter be in force, and with the
requirements of any board of fire insurance underwriters or other similar bodies
now or hereafter constituted, relating to, or affecting the condition, use or
occupancy of the Premises, excluding structural changes not related to or
affected by Tenant's improvements or acts, The judgment of any court of
competent jurisdiction or the admission of Tenant In any action against Tenant,
whether Landlord is a party thereto or not, that Tenant has violated any law,
ordinance or governmental rule, regulation or requirement, shall be conclusive
of that fact as between Landlord and Tenant.-

34. FORCE MAJEURE.

Any prevention, delay or stoppage of work to be performed by Landlord or Tenant
which is due to strikes, labor disputes, inability to obtain labor, materials,
equipment or reasonable substitutes therefor, acts of God, governmental
restrictions or regulations or controls, judicial orders, enemy or hostile
government actions, civil commotion, fire or other casualty, or other causes
beyond the reasonable control of the party obligated to perform hereunder, shall
excuse performance of the work by that party for a period equal to the duration
of that prevention, delay or stoppage. Nothing in this Article 34 shall excuse
or delay Tenant's obligation to pay Rent or other charges under this Lease.

35. CURING TENANT'S DEFAULTS.

If Tenant defaults in the performance of any of its obligations under this
Lease, Landlord may (but shall not be obligated to) without waiving such
default, perform the same for the account at the expense of Tenant. Tenant shall
pay Landlord all costs of such performance promptly upon receipt of a bill
therefor,

36. SIGN CONTROL.

Tenant shall not affix, paint, erect or inscribe any sign, projection, awning,
signal or advertisement of any kind to any part of the Premises, Building or
Project, including without limitation, the inside or outside of windows or
doors, without the written consent of Landlord. Landlord shall have the right to
remove any signs or other matter, installed without Landlord's permission,
without being liable to Tenant by reason of such removal, and to charge the cost
of removal to Tenant as additional rent hereunder, payable within ten (10) days
of written demand by Landlord.

37. MISCELLANEOUS.

a. Accord and Satisfaction; Allocation of Payments. No payment by Tenant or
receipt by Landlord of a lesser amount than the Rent provided for in this Lease
shall be deemed to be other than on account of the earliest due Rent, nor shall
any endorsement or statement on any check or letter accompanying any check or
payment as Rent 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 the Rent or pursue any other remedy provided for in this Lease. In
connection with the foregoing, Landlord shall have the absolute right in its
sole discretion to apply any payment received from Tenant to any account or
other payment of Tenant then not current and due or delinquent.

b.  Addenda, If any provision contained in an addendum to this Lease is
inconsistent with any other provision herein, the provision contained in the
addendum shall control, unless otherwise provided in the addendum.

c. Attorneys' Fees. If any action or proceeding is brought by either party
against the other pertaining to or arising out of this Lease, the finally
prevailing party shall be entitled to recover all costs and expenses, including
reasonable attorneys' fees, incurred on account of such action or proceeding.

d. Captions, Articles and Section Numbers. The captions appearing within the
body of this Lease have been inserted as a matter of convenience and for
reference only and in no way define, limit or enlarge the scope or meaning of
this Lease. All references to Article and Section numbers refer to Articles and
Sections in this Lease.

e. Changes Requested by Lender. Neither Landlord or Tenant shall unreasonably
withhold its consent to changes or amendments to this Lease requested by the
lender on Landlord's interest, so long as these changes do not alter the basic
business terms of this Lease or otherwise materially diminish any rights or
materially increase any obligations of the party from whom consent to such
charge or amendment is requested.

f. Choice of Law. This Lease shall be construed and enforced in accordance with
the laws of the State.

g. Consent. Notwithstanding anything contained in this Lease to the contrary,
Tenant shall have no claim, and hereby waives the right to any claim against
Landlord for money damages by reason of any refusal, withholding or delaying by
Landlord of any consent, approval or statement of satisfaction, and in such
event, Tenant's only remedies therefor shall be an action for specific
performance, injunction or declaratory judgment to enforce any right to such
consent, etc.

                                      (12)


<PAGE>


h. Corporate Authority. If Tenant is a corporation, each individual signing this
Lease on behalf of Tenant represents and warrants that he is duly authorized to
execute and deliver this Lease on behalf of the corporation, and that this Lease
is binding on Tenant in accordance with its terms. Tenant shall, at Landlord's
request, deliver a certified copy of a resolution of its board of directors
authorizing such execution.

i. Counterparts. This Lease may be executed in multiple counterparts, all of
which shall constitute one and the same Lease.

j. Execution of Lease; No Option. The submission of this Lease to Tenant shall
be for examination purposes only, and does not and shall not constitute a
reservation of or option for Tenant to lease, or otherwise create any interest
of Tenant in the Premises or any other premises within the Building or Project.
Execution of this Lease by Tenant and its return to Landlord shall not be
binding on Landlord notwithstanding any time interval, until Landlord has in
fact signed and delivered this Lease to Tenant.

k. Furnishing of Financial Statements; Tenant's Representations. In order to
induce Landlord to enter into this Lease Tenant agrees that it shall promptly
furnish Landlord, from time to time, upon Landlord's written request, with
financial statements reflecting Tenant's current financial condition. Tenant
represents and warrants that all financial statements, records and information
furnished by Tenant to Landlord in connection with this Lease are true, correct
and complete in all respects.

l. Further Assurances. The parties agree to promptly sign all documents
reasonably requested to give effect to the provisions of this Lease.

m. Mortgagee Protection. Tenant agrees to send by certified or registered mail
to any first mortgagee or first deed of trust beneficiary of Landlord whose
address has been furnished to Tenant, a copy of any notice of default served by
Tenant on Landlord. If Landlord fails to cure such default within the time
provided for in this Lease, such mortgagee or beneficiary shall have an
additional thirty (30) days to cure such default; provided that if such default
cannot reasonably be cured within that thirty (30) day period, then such
mortgagee or beneficiary shall have such additional time to cure the default as
is reasonably necessary under the circumstances.

n. Prior Agreements; Amendments. This Lease contains all of the agreements of
the parties with respect to any matter covered or mentioned in this Lease, and
no prior agreement or understanding pertaining to any such matter shall be
effective for any purpose. No provisions of this Lease may be amended or added
to except by an agreement in writing signed by the parties or their respective
successors in interest.

o. Recording. Tenant shall not record this Lease without the prior written
consent of Landlord. Tenant, upon the request of Landlord, shall execute and
acknowledge a "short form" memorandum of this Lease for recording purposes.

p. Severability. A final determination by a court of competent jurisdiction that
any provision of this Lease is invalid shall not affect the validity of any
other provision, and any provision so determined to be invalid shall, to the
extent possible, be construed to accomplish its intended effect.

q. Successors and Assigns. This Lease shall apply to and bind the heirs,
personal representatives, and permitted successors and assigns of the parties.

r. Time of the Essence. Time is of the essence of this Lease.

s. Waiver. No delay or omission in the exercise of any right or remedy of
Landlord upon any default by Tenant shall impair such right or remedy or be
construed as a waiver of such default.

t. Compliance. The parties hereto agree to comply with all applicable federal,
state and local laws, regulations, codes, ordinances and administrative orders
having jurisdiction over the parties, property or the subject matter of this
Agreement, including, but not limited to, the 1964 Civil Rights Act and all
amendments thereto, the Foreign Investment In Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act, and
The Americans With Disabilities Act.

The receipt and acceptance by Landlord of delinquent Rent shall not constitute a
waiver of any other default; it shall constitute only a waiver of timely payment
for the particular Rent payment involved.

No act or conduct of Landlord, including, without limitation, the acceptance of
keys to the Premises, shall constitute an acceptance of the surrender of the
Premises by Tenant before the expiration of the Term. Only a written notice from
Landlord to Tenant shall constitute acceptance of the surrender of the Premises
and accomplish a termination of the Lease.

Landlord's consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent to or approval of any subsequent act by Tenant.

Any waiver by Landlord of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of the
Lease.

The parties hereto have executed this Lease as of the dates set forth below.

Date: ____________________________________      Date: __________________________
       Alan Yaghdjian and Samuel Markarian

Landlord: dba Rancho Bernardo Courtyard
Tenant: Imagenetix, a Colorado Corporation

By:                                             By:
------------------------------------                ----------------------------
      Alan Yaghdjian                                  William P. Spencer

Title:                                          Title:
------------------------------------                   -------------------------
                                                       President
By:                                             By:
------------------------------------                ----------------------------

Title:                                          Title:
       -----------------------------                  --------------------------

--------------------------------------------------------------------------------
CONSULT YOUR ADVISORS - This document has been prepared for approval by your
attorney. No representation or recommendation is made by CB Commercial as to the
legal sufficiency or tax consequences of this document or the transaction to
which it relates. These are questions for your attorney.

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

                                      (13)
<PAGE>


                                    ADDENDUM

THIS IS AN ADDENDUM TO THAT CERTAIN OFFICE BUILDING LEASE DATED SEPTEMBER 30,
1999, BY AND BETWEEN ALAN YAGHDJIAN AND SAMUEL MARKARIAN D.B.A. RANCHO BERNARDO
COURTYARD, HEREINAFTER REFERRED TO AS LANDLORD, AND IMAGENETIX, A COLORADO
CORPORATION, HEREINAFTER REFERRED TO AS TENANT, FOR THE PROPERTY LOCATED AT
16935 W. BERNARDO DRIVE, SUITE 101, CITY OF SAN DIEGO, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA.

Page 1                                                        September 30, 1999
--------------------------------------------------------------------------------

In the event of any inconsistency between the Addendum language and the body of
the Lease, the Addendum language shall prevail.

1.   Tenant Improvements: Landlord at Landlord's expense, utilizing building
     standard materials shall:

     A.   Demise the Suite from Suite 100.
     B.   Recarpet and repaint the Premises.
     C.   Restore/recreate the offices in the southeast corner of the Premises
          replacing the existing television studio with building standard
          improvements as follows:

          (1)  Remove staging materials, and the cover over the doors in the
               corner office.
          (2)  Remove sound proof walls in current television studio.
          (3)  Create two (2) equal size offices (in the former television
               studio) just north of the corner office.
          (4)  Create a conference room that will include double french doors
               (the double french doors cost and installation shall be at Tenant
               expense).
          (5)  Replace light bulbs and light covers with the new building
               standard.
          (6)  In the television studio area and conference room repaint the
               ceiling and mechanical equipment in the ceiling with a lighter,
               mutually acceptable color.


2. Base Rental Rate Schedule:

          The Base Rental Schedule shall be as follows:

          Months 01-12            $13,266.40
          Months 13-24            $13,929.72
          Months 25-36            $14,626.21

3. Security Deposit: Article 2, 7, 9, and 20.

     Upon execution of Lease, Tenant shall deposit $53,065.60 as a four month
     security deposit. Provided Tenant is not in default of these Lease,
     Landlord shall credit back $13,266.40 in Month Thirteen (13), $13,266.40 in
     Month Twenty One (21), and $13,266.40 in Month Twenty-nine (29) of the
     Lease. The remaining $13,266.40 shall remain on deposit with the Landlord
     (under the terms of this Lease) through the end of the Lease term and any
     extension thereof.



LANDLORD:                                        TENANT:

Alan Yaghdjian and Samuel Markarian d.b.a        Imagenetix
Rancho Bernardo Courtyard                        a Colorado Corporation

By:                                              By:
   ---------------------------------------          ----------------------------
   Alan Yaghdjian                                   William P. Spencer

Date:                                            Date:
      ------------------------------------             -------------------------
<PAGE>

                              EXHIBIT A - Page One
                                   SITE PLAN

This Exhibit "A" (page one) is attached to and made a part of the Lease dated
September 30, 1999 between Alan Yaghdjian and Samuel Markarian d.b.a. Rancho
Bernardo Courtyard ("Landlord"), and Imagenetix, a Colorado Corporation
("Tenant"), for the Premises commonly known as RB Courtyard, located at
16935 West Bernardo Road, Suite 101, San Diego, California 92127, consisting of
approximately 5,768 rentable square feet.


                         (Graphic of site plan omitted)

<PAGE>

                              EXHIBIT A - Page Two

                                    SITE PLAN

This Exhibit "A" (page two) is attached to and made a part of the Lease dated
September 30, 1999 between Alan Yaghdjian and Samuel Markarian d.b.a. Rancho
Bernardo Courtyard ("Landlord"), and Imagenetix, a Colorado Corporation
("Tenant"), for the Premises commonly known as RB Courtyard, located at
16935 West Bernardo Road, Suite 101, San Diego, California 92127, consisting of
approximately 5,768 rentable square feet.


                         (Graphic of site plan omitted)

<PAGE>

                                   EXHIBIT B
                                   SITE PLAN

This Exhibit "b" (page is attached to and made a part of the Lease dated
September 30, 1999 between Alan Yaghdjian and Samuel Markarian d.b.a. Rancho
Bernardo Courtyard ("Landlord"), and Imagenetix, a Colorado Corporation
("Tenant"), for the Premises commonly known as RB Courtyard, located at 16935
West Bernardo Road, Suite 101, San Diego, California 92127, consisting of
approximately 5,768 rentable square feet.

                       (Graphic of parking plan omitted)






<PAGE>

                                   EXHIBIT "D"

                              RULES AND REGULATIONS


1.   No sign, placard, pictures, advertisement, name or notice shall be
     inscribed, displayed or printed or affixed on or to any part of the outside
     or inside of the Building without the written consent of Landlord first had
     and obtained and Landlord shall have the right to remove any such sign,
     placard, picture, advertisement, name or notice without notice to and at
     the expense of Tenant.

     All approved signs or lettering on doors shall be printed, painted, affixed
     or inscribed at the expense of Tenant by a person approved by Landlord
     outside the Premises; provided, however, that Landlord may furnish and
     install a Building standard window covering at all exterior windows. Tenant
     shall not, without prior written consent of Landlord, cause or otherwise
     sunscreen any window.

2.   The sidewalks, halls, passages, exists, entrances, elevators and stairways
     shall not be obstructed by any of the tenants or used by them for any
     purpose other than (or ingress and egress from their respective Premises.

3.   Tenant shall not alter any lock or install any new or additional locks or
     any bolts on any doors or windows of the Premises.

4.   The toilet rooms, urinals, wash bowls and other apparatus shall not be used
     for any purpose other than that for which they were constructed and no
     foreign substance of any kind whatsoever shall be thrown therein and the
     expense of any breakage, stoppage or damage resulting from the violation of
     the rule shall be borne by the Tenant who, or whose employees or invitees
     shall have caused it.

5.   Tenant shall not overload the floor of the Premises or in any way deface
     the Premises or any part thereof.

6.   No furniture, freight or equipment of any kind shall be brought into the
     Building without the prior notice to Landlord and all moving of the same
     into or out of the Building shall be done at such time and in such manner
     as Landlord shall designate. Landlord shall have the right to prescribe the
     weight, size and position of all safes and other heavy equipment brought
     into the Building and also the times and manner of moving the same in and
     out of the Building. Safes or other heavy objects shall, if considered
     necessary by Landlord, stand on supports of such thickness as is necessary
     to properly distribute the weight. Landlord will not be responsible for
     loss of or damage to any such safe or property from any cause and all
     damage done to the Building by moving or maintaining any such safe or other
     property shall be repaired at the expense of Tenant.

7.   Tenant shall not use, keep or permit to be used or kept any foul or noxious
     gas or substances in the Premises, or permit or suffer the Premises to be
     occupied or used in a manner offensive or objectionable to the Landlord or
     other occupants of the Building by reason of noise, odors and/or
     vibrations, or interfere in any way with other tenants or those having
     business therein, nor shall any animals or birds be brought in or kept in
     or about the Premises or the Building.

8.   No cooking shall be done or permitted by any Tenant on the Premises, nor
     shall the Premises be used for the storage of merchandise, for washing
     clothes, for lodging or for any improper, objectionable or immoraL
     purposes.

9.   Tenant shall not use or keep in the Premises or the Building any kerosene,
     gasoline or inflammable or combustible fluid or material, or use any
     method of heating or air conditioning other than that supplied by Landlord.

10.  Landlord will direct electricians as to where anti how telephone and
     telegraph wires are to be Introduced. No boring or cutting for wires will
     be allowed without the consent of the Landlord. The location of telephones,
     call boxes and other office equipment affixed to the Premises shall be
     subject to the approval of Landlord.

11.  On Saturdays, Sundays anti legal holidays, and on other days between the
     hours of 6:00 p.m. and 8:00 a.m.. the following day, access to the Building
     or to the halls, corridors, elevators or stairways in the Building, or to
     the Premises may be refused unless the person seeking access is known to
     the person or employee of the Building in charge arid has a pass or is
     properly identified. The Landlord shall in no case be liable for damages
     for any error with regard to the admission to or exclusion from the
     Building of any person. In case of invasion, mob, riot, public excitement,
     or other commotion, the Landlord reserves the right to prevent access to
     the Building during the continuance of the same by closing of the doors or
     otherwise, for the safety of the tenants and protection of property in the
     Building and the Building.

12.  Landlord reserves the right to exclude or expel from the Building any
     person who, in the judgment of Landlord, is intoxicated or wider the
     influence of liquor or drugs, or who shall in any manner do any act hi
     violation of any of the rules and regulations of the Building.

13.  No vending machine or machines of any description shall be installed,
     maintained or operated upon the Premises without the written consent of the
     Landlord.

14.  Landlord shall have the right, exercisable without notice and without
     liability to Tenant, to change the name and street address of the Building
     of which the Premises are a part.

15.  Tenant shall not disturb, solicit, or canvass any occupant of the Building
     and shall cooperate to prevent same.

16.  Without the written consent of Landlord, Tenant shall not use the name of
     the Building in connection with or in promoting or advertising the business
     of Tenant except as Tenant's address.

17.  Landlord shall have the right to control and operate the public portions of
     the Building, and the public facilities, and heating and air conditioning,
     as well as facilities furnished for the common use of the tenants, in such
     manner as it deems best for the benefit of the tenants generally.

18.  All entrance doors in the Premises shall be left locked when the Premises
     are not in use, and all doors opening to public corridors shall be kept
     closed except for normal ingress and egress from the Premises.

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Landlord's Initials                             Tenant's Initials