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                                                                    EXHIBIT 10.5

                                 TORREY RESERVE
                                ADDENDUM TO LEASE


         This Addendum to Lease ("Addendum") is made to the Lease dated as of
June 16, 1997 ("Lease"), by and between AMERICAN ASSETS, INC., A CALIFORNIA
CORPORATION ("Landlord") and ACC CONSUMER FINANCE CORPORATION, A DELAWARE
CORPORATION ("Tenant").

         Landlord and Tenant hereby agree that notwithstanding anything
contained in the Lease to the contrary, the provisions set forth below shall be
deemed to be a part of the Lease and shall supersede, to the extent appropriate,
any contrary provision in the Lease. All references in the Lease and in this
Addendum to "Lease" shall be construed to mean the Lease as amended and
supplemented by this Addendum. All capitalized terms used in this Addendum
unless specifically defined in this Addendum shall have the same meaning as the
terms used in the Lease.

                                    AGREEMENT

         1.       Option to Extend Term.

                  1.1 Grant of Option. Landlord hereby grants to Tenant two (2)
options ("Extension Options") to extend the initial Lease Term for additional
periods of five (5) years each (the "First Extension Term and Second Extension
Term"). The First Extension Term and the Second Extension Term are sometimes
referred to herein collectively and individually as an "Extension Term." Each
Extension Option must be exercised, if at all, by written notice ("Option
Notice") delivered by Tenant to Landlord not later than twelve (12) months prior
to the end of the initial Lease Term or First Extension Term, as the case may
be. Further, each Extension Option shall not be deemed to be properly exercised
if, as of the date of the Option Notice or at the end of the initial Lease Term
or the First Extension Term, Tenant (i) is in default under the Lease, (ii) has
assigned this Lease or its interest therein or (iii) has sublet all or
substantially all of the Premises. Provided Tenant has properly and timely
exercised the Extension Option in question, the initial Lease Term or First
Extension Term, as the case may be, shall be extended for an additional period
of five (5) years, and all terms, covenants and conditions of the Lease shall
remain unmodified and in full force and effect, except that the Basic Rent shall
be modified as set forth below.

         1.2 Basic Rent During Extension Term(s). Basic Rent shall be payable
during each Extension Term in accordance with Section 4.1 of this Lease, except
that the monthly Basic Rent payable for the first twelve (12) months of each
Extension Term shall be equal to one-twelfth (1/12) of that amount determined by
multiplying the rentable area of the Premises by the "Fair Market Rental Value"
for the Premises at the time Tenant delivers its Option Notice to Landlord. The
"Fair Market Rental Value" shall mean 95% of the prevailing rental rate, on a
rentable per square foot per year basis, then being obtained by Landlord in the
Building and Project for space similar in size and quality to that of the
Premises; provided, however, in no event shall the Fair Market Rental Value be
less than the annual rate per rentable square foot at which the Basic Rent was
payable during the last year of the initial Term or the First Extension Term, as
the case may be. Once determined, the Basic Rent payable for the first twelve
(12) months of the Extension Term in question shall be increased on each
anniversary date of such Extension Term by an amount equal to the rentable area
of the Premises multiplied by $.05. The Base Year for each Extension Term shall
be the calendar year immediately preceding commencement of the Extension Term in
question and Tenant shall pay, as Additional Rent hereunder, Tenant's Share of
the annual Direct Expenses that are in excess of the amount of Direct Expenses
applicable to such Base Year commencing with the first year of such Extension
Term.

         1.2.1 Negotiating Period. Provided the conditions to Tenant's right to
exercise the applicable Option to Extend hereunder are satisfied, Landlord
shall, within ten (10) business days after receipt of Tenant's Option Notice,
deliver to Tenant a written determination of the then Fair Market Rental Value
as determined by Landlord using the 

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criteria set forth above ("Landlord's Determination"). Tenant shall have ten
(10) business days from the date of Landlord's delivery to notify Landlord in
writing of Tenant's acceptance of Landlord's Determination or deliver to
Landlord Tenant's written determination of the then Fair Market Rental Value
using the criteria set forth above ("Tenant's Determination"). If Tenant does
not deliver to Landlord the Tenant's Determination within such 10-day period,
Tenant shall be deemed to have accepted the Landlord's Determination and the
rental rate set forth in the Landlord's Determination shall be the Fair Market
Rental Value used to determine the Basic Rent payable for the first twelve (12)
months of the applicable Extension Term. If Tenant does deliver the Tenant's
Determination within such 10-day period, then Landlord and Tenant will have ten
(10) days from the date of delivery of Tenant's Determination to negotiate a
Fair Market Rental Value acceptable to both Landlord and Tenant (the
"Negotiating Period").

        1.2.2 Arbitration. If no agreement can be reached as to the Fair Market
Rental Value within the Negotiating Period, then, within seven (7) days after
the Negotiating Period expires, Tenant and Landlord shall mutually appoint a
certified M.A.I. appraiser that has at least five (5) years full-time commercial
appraisal experience. If Landlord and Tenant are unable to agree on an
appraiser, either of the parties to this Lease, after giving five (5) days prior
written notice to the other party, may apply to the then President of the San
Diego Board of Realtors for the selection of an appraiser who meets the
foregoing qualifications, which selection shall be made within three (3) days.
The appraiser selected by the President of the Board of Realtors shall be a
person who has not previously acted in any capacity for either party. The
appraiser shall, within ten (10) days of his appointment, review the original
Landlord's Determination and Tenant's Determination of the Fair Market Rental
Value and such other information as he shall deem necessary and shall determine
which of the two is closer to the actual Fair Market Rental Value. The appraiser
shall be instructed, in deciding whether the Landlord's Determination or the
Tenant's Determination of the Fair Market Rental Value is closer to the actual
Fair Market Rental Value, to use the criteria as to Fair Market Rental Value set
forth above. The appraiser shall not establish his own Fair Market Rental Value,
and must select either Landlord's or Tenant's Determination and shall
immediately notify the parties of his selection. The Fair Market Rental Value
determined by Landlord or Tenant and selected as the one closer to the actual
Fair Market Rental Value by the appraiser shall be the Fair Market Rental Value
used to determine the Basic Rent payable during the first twelve (12) months of
the Extension Term in question and such Basic Rent shall be subject to annual
adjustment as et forth in Subsection 1.2 above. Each of the parties shall bear
one-half the cost of the appraiser. If the Fair Market Rental Value shall not
have been determined by the commencement of the applicable Extension Term,
Tenant shall continue to pay the Basic Rent payable as of the month immediately
preceding such commencement until the Fair Market Rental Value is established at
which time there shall be an adjustment between the parties so that the Basic
Rent established for the Extension Term using the Fair Market Rental Value shall
be retroactive to the commencement of the applicable Extension Term.

         2.       Right of First Offer.

                  2.1 Right of First Offer. If at anytime after the Lease
Commencement Date any leased space becomes available on the second floor of the
Building or on a floor designated by Landlord in Building 1 or 2, Torrey Reserve
- North Court, or if a prospective tenant expresses interest in any unleased
space on the second floor of the Building or on a floor designated by Landlord
in Building 1 or 2, Torrey Reserve - North Court (collectively, the "First Offer
Space"), Landlord shall give Tenant written notice thereof, and if, within three
(3) business days thereafter, Tenant shall give Landlord written notice that
Tenant elects to negotiate for a lease of the First Offer Space, Landlord shall
not offer the First Offer Space for rent to a third party for a ten (10)
calendar day period after Landlord receives Tenant's notice of a desire to
negotiate for the First Offer Space. If Tenant elects to negotiate for a lease
of the First Offer Space, the rental rate and other terms then being offered to
other prospective tenants of the Building and Project shall be used by the
parties as a guideline for their negotiations. If within such ten (10) calendar
day period, the parties

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fail to agree on the terms of a lease thereof, Landlord may offer such space to
a third party. If the third-party lease shall not be made, Tenant's rights
hereunder shall apply to any subsequent third-party offer.

         2.2 Restrictions on Right of First Offer. The Right of First-Offer
shall be personal to the originally named Tenant and shall be exercisable only
by the originally named Tenant (and not any assignee, sublessee, or other
transferee of Tenant's interest in this Lease). The originally named Tenant may
exercise the Right of First Offer only if that Tenant occupies the entire
Premises as of the date of Tenant's election to negotiate for a lease for the
First Offer Space. Tenant shall not have the right to lease the First Offer
Space if Tenant is in default under this Lease as of the date of the attempted
exercise of the Right of First Offer by Tenant or as of the scheduled date of
delivery of the First Offer Space to Tenant.

     3. Substitution of Other Premises (Subsection 2.1). Subsection 2.1 is
deemed deleted in its entirety.

     4. Delay in Delivery of the Premises (Section 3.4). The following are
deemed added as Subsections 3.4.1 and 3.4.2:

                  3.4.1 Outside Delivery Date/Rent Abatement for Late Delivery
                  of Premises/Tenant's Right to Terminate. Notwithstanding
                  anything contained to the contrary herein, provided this Lease
                  is executed by Landlord and Tenant on or before April 9, 1997,
                  and except for delays caused by events Force Majeure (as
                  defined in Section 31.12 of this Lease) or Tenant's failure to
                  timely and completely comply with all terms and conditions of
                  this Lease, Tenant shall be entitled to and shall receive one
                  (1) day of abated Basic Rent (at the rate payable as of the
                  Commencement Date) for each day Landlord is delayed in
                  delivering possession of the Premises to Tenant after November
                  1, 1997. Such abated Basic Rent shall be applied to the first
                  due and owing Basic Rent accruing after the Commencement Date.
                  Furthermore, except for delays caused by events Force Majeure
                  (as defined in Section 31.12 of this Lease) or Tenant's
                  failure to timely and completely comply with all terms and
                  conditions of this Lease, and provided Tenant is not in
                  default under this Lease, if Landlord has not delivered
                  possession of the Premises to Tenant on or before January 1,
                  1998, Tenant shall have the right to terminate this Lease,
                  which right shall be exercised by Tenant, if at all, on or
                  before 5:00 p.m. on the next business day following January 1,
                  1998.

                  3.4.2 Pre-delivery Status Reports. Landlord agrees, without
                  liability for failing to do so, to provide Tenant with written
                  status updates regarding completion of the Tenant Improvements
                  and the actual Commencement Date at intervals of ninety (90),
                  sixty (60) and thirty (30) days prior to the date Landlord
                  expects to tender possession of the Premises to Tenant.

     5. Application of Payments (Section 4.3). Section 4.3 is deemed deleted and
the following is deemed inserted in place thereof:

                  4.3 Application of Payments. All payments of Basic Rent and
                  Additional Rent received by Landlord from Tenant shall be
                  applied to the oldest payment of Basic Rent or Additional Rent
                  owed by Tenant to Landlord. No designation by Tenant, either
                  in a separate writing or on a check or money order, shall
                  modify this clause or have any force or effect.

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     6. Certified Funds (Section 4.4). Section 4.4 is deemed deleted and the
following is deemed inserted in place thereof:

                  4.4 Certified Funds. If any non-cash payment made by Tenant is
                  not paid by the bank or other institution on which it is drawn
                  for any reason other than such bank or other institution's
                  fault or inadvertence, Landlord shall have the right,
                  exercised by notice to Tenant, to require that Tenant make all
                  future payments by certified funds or cashier's check.

     7. Additional Rent; Rent (Lease, Subsection 5.1); Statement of Actual
Direct Expenses and Payment by Tenant (Lease, Subsection 5.3.2). Notwithstanding
anything contained to the contrary in Subsection 5.1 or Subsection 5.3.2 of the
Lease, Tenant's Share of annual "Operating Expenses" which are controllable by
Landlord (i.e., all Operating Expenses except Building and Project Common Area
utilities, Building and Project Tax Expenses, and Building and Project insurance
premiums including any deductible amount paid by Landlord) ("Controllable
Operating Expenses"), shall not increase by an amount per square foot which is
more than six percent (6%) per calendar year of the amount of Tenant's Share of
Controllable Operating Expenses per square foot for the immediately preceding
calendar year, on a cumulative basis (Annual Cap). Any increase in Tenant's
Share of Controllable Operating Expenses, which exceeds the Annual Cap, shall
hereinafter be referred to as the "Carry Over Increase". The Carry Over Increase
shall be carried over to subsequent years and applied to increases in Tenant's
Share of Controllable Operating Expenses where the increase in Tenant's Share of
Controllable Operating Expenses does not exceed the Annual Cap.

         For example, assume Tenant's Share of Controllable Operating Expenses
for the Base Year (1998) is determined to be $4.00 per square foot per year and
Tenant's Share of actual Controllable Operating Expenses for calendar year 1999
is determined to be $4.40 per square foot per year (i.e., an increase of 10%).
In such case, Tenant's Share of Controllable Operating Expenses for 1999 would
be $4.24 per square foot per year as a result of the Annual Cap (i.e. $4.00 x
1.06 = $4.24) and the Carry Over Increase would be four percent (4%) (i.e. 10%
actual increase in Tenant's Share of Controllable Operating Expenses less the 6%
Annual Cap). Assume further, however, that Tenant's Share of actual Controllable
Operating Expenses for calendar year 2000 is determined to be $4.40 per square
foot per year (i.e., an increase of only 4% over Tenant's Share of Controllable
Operating Expenses for 1999). In such case, Tenant's Share of Controllable
Operating Expenses for calendar year 2000 could not exceed $4.58 per square foot
per year (i.e. $4.24 x the 1999 actual increase of 4% plus the Carry Over
Increase of 2% for calendar year 2000).

     8. Contest Costs; Refunds (Subsection 5.2.5.3). Subsection 5.2.5.3 is
deemed deleted and the following is deemed inserted in place thereof:

                  5.2.5.3 Contest Costs; Refunds. Any expenses reasonably
                  incurred by Landlord in attempting to protest, reduce, or
                  minimize Tax Expenses with the purpose and intent to reduce
                  Tenant's Share of Tax Expenses shall be included in Tax
                  Expenses in the Expense Year in which those expenses are paid.
                  Except for tax refunds resulting from a Proposition 8
                  reduction under Subsection 5.2.5.6, tax refunds shall be
                  deducted from Tax Expenses. Such tax refunds shall be deducted
                  from Tax Expenses in the Expense Year in which they are
                  received by Landlord.

     9. Landlord's Books and Records (Section 5.6). The third sentence of
Section 5.6 is deemed deleted and the following is deemed inserted in place
thereof:

                  The accountant must be a member of a nationally recognized
                  accounting firm.

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     10. Security Deposit (Section 6.1). The third sentence of Section 6.1 is
deemed deleted. Furthermore, the sixth sentence of Section 6.1 is deemed deleted
and the following is deemed inserted in place thereof:

                  If Landlord reasonably applies any portion of the Security
                  Deposit, Tenant shall, within thirty (30) days after demand by
                  Landlord, deposit with Landlord an amount sufficient to
                  restore the Security Deposit to its original amount.

     11. Asbestos Notification (Section 9.3). Section 9.3 is deemed deleted.

     12. Heating and Air Conditioning (Subsection 10.1.1). Upon Tenant's
request, Landlord shall make HVAC service available to the Premises during
non-standard Building Hours. The cost of such non-standard Building Hour HVAC
service shall be paid by Tenant to Landlord, as Additional Rent hereunder, at
Landlord's actual per hour cost which cost shall not exceed $25.00 per hour
during the initial Lease Term. During any extension or renewal of the initial
Lease Term, such services shall provided to Tenant at Landlord's actual cost
without regard to a maximum per hour charge.

     13. Electricity (Subsection 10.1.2). The following is deemed added as the
last sentence of Subsection 10.1.2:

                  In addition to the foregoing, Landlord shall provide
                  sufficient connected electrical load to the Premises to
                  operate computers and air conditioning systems to be installed
                  in the Computer Room Landlord is to construct within the
                  Premises in accordance with Exhibit C attached to this Lease.

     14. Janitorial Services (Subsection 10.1.4). The last sentence of
Subsection 10.1.4 is deemed deleted and the following is deemed inserted in
place thereof:

                  Such janitorial service shall include cleaning of interior
                  windows and kitchens within the Premises and exercise and
                  shower facilities located within the Common Areas of the
                  Building.

     15. Interruption of Utilities (Section 10.3). The following is deemed added
as the last sentence of Section 10.3:

                  Landlord covenants and agrees to exercise commercially
                  reasonable efforts to promptly resolve any such failure,
                  delay, or diminution of any utility service and to restore
                  Tenant's access thereto as soon as possible.

     16. Tenant's Repair and Maintenance Obligations (Section 11.1). The fourth
sentence of Section 11.1 is deemed deleted and the following is deemed inserted
in place thereof:

                  At Landlord's option or if Tenant fails to make such repairs,
                  Landlord may, but need not, make the repairs and replacements.
                  On receipt of an invoice from Landlord, and provided such
                  repairs and replacements were not necessary as a result of the
                  negligence or willful misconduct of Landlord, its agents,
                  employees, or contractors, Tenant shall pay Landlord
                  Landlord's out of pocket costs incurred in connection with
                  such repairs and replacements plus a reasonable amount to
                  reimburse Landlord for all overhead, general conditions, fees,
                  and other costs and expenses arising from Landlord's
                  involvement with such repairs and replacements.

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     17. Landlord's Repair and Maintenance Obligations (Section 11.2). The
following is deemed added to the end of Section 11.2:

                  Notwithstanding anything contained to the contrary in Section
                  11.1 above or this Section 11.2, Tenant shall have the limited
                  right to make emergency repairs to the Premises subject to
                  Tenant's good faith effort to first notify Landlord of the
                  need for such repairs and thereafter allowing Landlord a
                  reasonable period of time within which to make the emergency
                  repairs. If Tenant performs any emergency repairs, the repairs
                  shall be made only to the extent necessary to prevent or
                  minimize imminent injury or harm to persons or property in or
                  about the Premises or to permit Tenant to continue to or to
                  re-commence the conduct of business in the Premises and
                  Landlord shall, within thirty (30) days of Landlord's receipt
                  of an invoice therefor, reimburse Tenant for all costs and
                  expenses reasonably incurred and actually paid by Tenant in
                  connection therewith. Tenant shall have no right to offset or
                  deduct the amount of such emergency repairs from any Basic
                  Rent, Additional Rent or other amount owed Landlord under this
                  Lease.

     18. Consent Procedure; Conditions (Subsection 12.1.1). Subsection 12.1.1 is
deemed deleted and the following is deemed inserted in place thereof:

                  12.1.1 Consent Procedure; Conditions. Tenant shall request
                  such consent by written notice to Landlord, which must be
                  accompanied by detailed and complete plans and specifications
                  for the proposed work. As a condition of its consent to
                  Alterations, Landlord may impose any reasonable requirements
                  that Landlord considers desirable, including a requirement
                  that Tenant provide Landlord with a surety bond, a letter of
                  credit, or other financial assurance that the cost of the
                  Alterations will be paid when due but only to the extent that
                  such costs exceed the amount of the Security Deposit then on
                  deposit with Landlord.

     19. Payment for Improvements (Section 12.4). Subsection (c) of Section 12.4
is deemed deleted.

     20. Exculpation (Subsection 14.2.1). The last sentence of Subsection 14.2.1
is deemed deleted and the following is deemed inserted in place thereof:

                  This exculpation clause shall not apply to claims against
                  Landlord Parties to the extent that a final judgment of a
                  court of competent jurisdiction establishes that the injury,
                  loss, damage, or destruction was proximately caused by
                  Landlord Parties' negligence, fraud, willful injury to person
                  or property, or violation of law.

     21. Tenant's Acknowledgement of Fairness (Section 14.2.3). Subsection
14.2.3 is deemed deleted.

     22. Indemnification (Section 14.3). The following is deemed added to the
Lease as Subsections 14.3.9:

                  14.3.9 Landlord's Indemnification of Tenant. Because Landlord
                  is required to maintain insurance on the Building and Tenant
                  compensates Landlord for such insurance as part of Tenant's
                  Share of Operating Expenses and because of the waivers of
                  subrogation in section 14.10, Landlord shall, with counsel
                  reasonably acceptable to Tenant,


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                   indemnify, defend, and hold harmless Tenant Parties from and
                   against all Claims for injury to or death of persons or
                   damage to property outside the Premises to the extent that
                   such Claims are covered by such insurance (or would have
                   been covered had Landlord carried the insurance required
                   under this Lease), even if resulting from the negligent
                   acts, omissions, or willful misconduct of Tenant Parties. In
                   addition, Landlord shall, with counsel reasonably acceptable
                   to Tenant, indemnify, defend, and hold harmless Tenant
                   Parties from and against all Claims resulting from the
                   negligent acts, omissions, or willful misconduct of Landlord
                   Parties in connection with Landlord Parties' activities in,
                   on, or about the Project or Building, except to the extent
                   that such Claim is for damage to the Tenant Improvements and
                   Tenant's personal property, fixtures, furniture, and
                   equipment in the Premises and is covered by insurance that
                   Tenant is required to obtain under this Lease (or would have
                   been covered had Tenant carried the insurance required under
                   this Lease).

     23. "Per Location" Endorsement (Subsection 4.5.11). Subsection 14.5.11 is
deemed deleted and the following inserted in place thereof:

                  If, at anytime during the Term of this Lease, Tenant's primary
                  liability coverage is less than $2,000,000.00, Tenant shall,
                  at Tenant's sole expense, procure a "per location" endorsement
                  or equivalent reasonably acceptable to Landlord so that the
                  general aggregate and other limits apply separately and
                  specifically to the Premises.

     24. Tenant's Property Insurance (Subsection 14.7.1). Subsection 15.4.7.1
(b) is deemed deleted.

     25. Landlord's Option to Terminate or Repair (Section 15.2). In the first
sentence of Section 15.2, the words "sixty (60) days" are deemed deleted and the
words "thirty (30) days" are deemed inserted in place thereof.

     26. Landlord's Option to Terminate (Section 15.3). In the first sentence of
Section 15.3, the words "two hundred and seventy (270)" are deemed deleted and
the words "one hundred eighty (180)" are deemed inserted in place thereof.

     27. Tenant's Option to Terminate (Section 15.4). In the first sentence of
Section 15.3, the words "two hundred and seventy (270)" are deemed deleted and
the words "one hundred eighty (180)" are deemed inserted in place thereof.

     28. Landlord's Right to Terminate (Section 16.3.3). The first sentence of
Subsection 16.3.3 is deemed deleted and the following is deemed inserted in
place thereof:

                  Landlord shall have the option to terminate this Lease if: (a)
                  twenty-five percent (25%) or more of the Rentable Square Feet
                  of the Building or the Premises is taken through Condemnation;
                  (b) any portion of the Building or Project necessary for
                  Landlord to operate the Building efficiently is taken through
                  Condemnation; or (c) any other areas providing access to the
                  Premises or Building are taken through Condemnation.

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     29. Landlord's Consent (Section 17.3). The following is deemed added as
Subsection 17.3.4 of the Lease:

                  17.2.4   Disputes Regarding Assignment and Subletting.

                           17.2.4.1 Arbitration. Subject to the limitations
                  contained in Subsection 17.3.3 above, any dispute regarding a
                  requested assignment of this Lease or a requested subletting
                  of all or any portion of the Premises shall be resolved, at
                  the option of Landlord or Tenant, by neutral binding
                  arbitration before a single arbitrator, to be held in
                  accordance with the real estate rules of the American
                  Arbitration Association. Judgment on the award rendered by the
                  arbitrator may be entered in any Court having jurisdiction
                  over the dispute. The Arbitrator shall be an attorney familiar
                  with handling commercial lease matters. Hearings shall be held
                  in the City of San Diego, California or other venue determined
                  by mutual agreement of the parties.

                           17.2.4.2 Demand and Limitations on Claims. Any demand
                  for arbitration must be made in writing to the other party and
                  the American Arbitration Association. No demand for
                  arbitration may be made after the date on which the
                  institution of legal proceedings based on the dispute is
                  barred by the applicable statute of limitations.

                           17.2.4.3 Provisional Remedies. The parties shall each
                  have the right to file with a court of competent jurisdiction
                  an application for temporary or preliminary injunctive relief
                  or temporary protective order, if the arbitration award to
                  which the applicant may be entitled may be rendered
                  ineffectual in the absence of such relief or id there is no
                  other adequate remedy. This application shall not waive a
                  party's arbitration rights hereunder.

                           17.2.4.4 Powers and Duties of Arbitrator. The
                  arbitrator shall have the power to grant declaratory or
                  equitable relief only and shall not have the power to award
                  damages. The arbitrator shall prepare and provide to the
                  parties a written decision on all matters subject to the
                  arbitration, including factual findings and the reasons that
                  form the basis of the arbitrators decision. The arbitrator
                  shall not have the power to commit errors of law or legal
                  reasoning, and the decision of the arbitrator shall be vacated
                  or corrected for any such error or on any other grounds
                  specified in Code of Civil Procedure section 1286.2 or section
                  1286.6. The decision of the arbitrator shall be mailed to the
                  parties no later than thirty (30) days after the close of the
                  arbitration hearing. The arbitration proceedings shall be
                  reported by a certified shorthand court reporter. Written
                  transcripts of the proceedings shall be prepared and made
                  available to the parties.

                           17.2.4.5 Discovery/Evidence/Costs. The parties shall
                  have the right to discovery in accordance with Code of Civil
                  Procedure sections 1283.05 and 1283.1 as long as the
                  arbitrator's permission shall not be required to take a
                  discovery deposition. All discovery disputes shall be resolved
                  by the arbitrator. The provisions of the California Evidence
                  Code shall apply to the arbitration hearing. Costs and fees 


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<PAGE>   9
                  of the arbitrator shall be borne by the non-prevailing party
                  unless the arbitrator for good cause determines otherwise. The
                  prevailing party shall be awarded reasonable attorney fees,
                  expert and non-expert witness expenses, and other costs and
                  expenses incurred in connection with the arbitration.

                           17.2.4.6 Notice. BY INITIALING IN THE SPACE BELOW,
                  YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF A
                  REQUESTED ASSIGNMENT OF THIS LEASE OR A REQUESTED SUBLETTING
                  OF ALL OR A PORTION OF THE PREMISES DECIDED BY NEUTRAL
                  ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING
                  UP ANY RIGHTS YOU MAY HAVE OR POSSESS TO HAVE THE DISPUTE
                  LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING BELOW, YOU
                  ARE GIVING UP JUDICIAL RIGHT TO DISCOVERY AND APPEAL, UNLESS
                  THOSE RIGHTS ARE SPECIFICALLY INCLUDED HEREIN. IF YOU REFUSE
                  TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU
                  MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE
                  CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS
                  ARBITRATION PROVISION IS VOLUNTARY. I/WE HAVE READ AND
                  UNDERSTOOD THE FOREGOING AND AGREE TO BE SUBMIT DISPUTES
                  DESCRIBED HEREIN TO NEUTRAL ARBITRATION.

                           --------------------      -----------------
                           Landlord's Initials       Tenant's Initials

     30. Transfer Premium (Subsection 17.4.1). The first sentence of Subsection
17.4.1 is deemed deleted and the following is deemed inserted in place thereof:

                  As a reasonable condition to Landlord's consent to any
                  Transfer, Tenant shall pay to Landlord twenty-five percent
                  (25%) of any Transfer Premium, as defined in this Subsection
                  17.4.1.

     31. Restrictions on Marketing the Space (Section 17.8). Section 17.8 is
deemed deleted.

     32. Late Charge (Section 24.1). The first sentence of Section 24.1 is
deemed deleted and the following is deemed inserted in place thereof:

                  If any Rent payment is not received by Landlord or Landlord's
                  designee within five (5) days after that Rent is due, Tenant
                  shall pay to Landlord a late charge equal to the greater of
                  One Hundred Dollars ($100), or eight percent (8%) of the
                  overdue amount as liquidated damages, in lieu of actual
                  damages (other than interest under Section 24.2 and attorney
                  fees and costs under Section 27.1).

     33. Landlord's Access to Premises (Section 28.1). The first sentence of
Section 28.1 is deemed deleted and the following is deemed inserted in place
thereof:

                  Landlord and its agents and employees shall have the right,
                  following reasonable advance written notice to Tenant, to
                  enter the Premises to: (a) inspect the Premises; (b) show the
                  Premises to prospective purchasers, mortgagees, or tenants or
                  to ground lessors or underlying lessors; (c) serve, post, and
                  keep posted notices required by law or that Landlord considers
                  necessary for the protection of Landlord or the Building; or
                  (d) make repairs, replacements, alterations, or improvements
                  to the Premises or Building that Landlord considers necessary
                  or desirable.

                                  Page 9 of 12

<PAGE>   10


     34. Tenant's Waiver (Section 28.2). Section 28.2 is deemed deleted and the
following is deemed inserted in place thereof:

                  Subject to the provision of Section 28.1 above, Landlord may
                  enter the Premises without the abatement of Rent and may take
                  steps to accomplish the stated purposes. Tenant waives any
                  claims for damages caused by Landlord's entry, including
                  damage claims for: (a) injuries; (b) inconvenience to or
                  interference with Tenant's business; (c) lost profits; and (d)
                  loss of occupancy or quiet enjoyment of the Premises.

     35. Nontransferable Passes (Section 30.4). Section 30.4 is deemed deleted
and the following is deemed inserted in place thereof:

                  30.4 Nontransferable Passes. The parking passes granted by
                  Landlord to Tenant under this Article 30 are provided to
                  Tenant solely for use by Tenant's personnel (not including
                  Tenant's invitees and guests). These passes may not be
                  transferred, assigned, subleased, or otherwise alienated by
                  Tenant without Landlord's prior approval.

     36. Building Name; Tenant's Signage Rights (Subsection 29.1). Landlord
agrees that, for so long as Tenant leases and occupies the Premises, and
provided Tenant shall not be in default under this Lease, Tenant shall have the
right to place one (1) top parapet level exterior tenant identification sign on
the Southwest fascia of the Building and one (1) top parapet level tenant
identification sign on the Southeast fascia of the Building (collectively, the
"Parapet Signs"). Landlord shall have the right to review and approve the
design, dimensions, construction and exact location of the Parapet Signs prior
to their fabrication or installation on the Building. Tenant's rights hereunder
are further conditioned upon (i) the Parapet Signs being permitted by applicable
code, ordinance, statute, rule or regulation or by any action or rule of any
governmental authority having jurisdiction over such matters, and (ii) all
consents necessary from all governmental authorities having jurisdiction over
such matters having been obtained by Tenant.

     Tenant will bear the entire cost associated with creating, designing,
manufacturing, and installing the Parapet Signs and all costs of illuminating
(if Tenant chooses to illuminate the Parapet Signs), operating, maintaining and
insuring the Parapet Signs ("Lighting Cost"). If any Lighting Cost is invoiced
to Landlord, such cost shall become Additional Rent due upon invoice therefrom
by Landlord. Upon the expiration or earlier termination of this Lease or
Tenant's right to possession of the Premises Tenant shall, at Tenant's sole cost
and expense, cause the Parapet Signs to be removed and shall repair and restore
those portions of the Building affected by the installation or removal of the
Parapet Signs, to the condition existing prior to their installation or to a
condition otherwise satisfactory to Landlord. Tenant acknowledges and agrees
that Landlord shall have the right to grant other tenants of the Building or
Project the right to install signage on the exterior of the Building or other
buildings within the Project.

     37. Subordination, Non-disturbance, and Attornment (Article 21). Landlord
agrees that, concurrently with execution of this Lease, it will exercise
commercially reasonable efforts to provide Tenant with non-disturbance
agreements in favor of Tenant from any ground lessors, mortgage holders or lien
holders then in existence. Landlord also agrees to exercise commercially
reasonable efforts to provide Tenant with non-disturbance agreements in favor of
Tenant from any ground lessors, mortgage holders or lien holders of Landlord who
later come into existence at any time during the Lease Term. All such agreements
shall provide that as long as Tenant is not in default of the provisions of this
Lease, this Lease shall remain in effect, notwithstanding a judicial foreclosure
or sale in lieu of foreclosure.

                                  Page 10 of 12

<PAGE>   11


     38. Number of Parking Passes (Section 30.1). Section 30.1 is deemed deleted
and the following is deemed inserted in place thereof:

                  30.1 Parking Passes/Parking Management Plan. Tenant shall
                  receive parking passes for the number of parking spaces set
                  forth Summary of Basic Lease Information Section 12. At
                  Tenant's request, Landlord will design, implement and
                  administer a transportation and parking plan ("Transportation
                  and Parking Plan") to assist Tenant with its higher than
                  allocated parking requirements. Landlord contemplates that the
                  Transportation and Parking Plan may initially involve a valet
                  service and/or a shuttle service during peak hours to and from
                  offsite parking areas such as the Carmel Valley Coaster depot
                  or CalTrans Park and Ride location. The cost of designing,
                  implementing, administering and operating the Transportation
                  and Parking Plan shall be borne by Tenant and other users who
                  make arrangements through Tenant to utilize such services.

     39. Construction Drawings for the Premises (Exhibit C, Section 1). Section
1 of Exhibit C is deemed deleted and the following is deemed inserted in place
thereof:

                  Landlord shall construct the improvements in the Premises (the
                  "Tenant Improvements") pursuant to those certain plans and
                  specifications prepared by Smith Consulting Architects dated
                  February 20, 1997, consisting of Sheet TS 1 dated March 26,
                  1997, Sheet TS 2 dated February 13, 1997, Sheet A1.1 dated
                  March 26, 1997, Sheet A1.2 dated March 26, 1997, Sheet A2.1
                  dated March 24, 1997, Sheet A2.2 dated March 24, 1997, Sheet
                  A3 dated March 25, 1997, Sheet A4 dated March 21, 1997, Sheet
                  A5 dated March 21, 1997, Sheet A6 dated March 25, 1997,
                  Building Standard Tenant Improvement Finishes dated February
                  20, 1997, pages 1 through 9 and that certain document
                  describing additional work to be performed by Landlord in the
                  Computer Room and 3rd Floor File Storage Room, which document
                  is attached hereto and made a part hereof as Exhibit C-1
                  (collectively, the "Approved Plans and Specifications").
                  Tenant shall make no changes or modifications to the Approved
                  Plans and Specifications without the prior written consent of
                  Landlord, which consent may be withheld in Landlord's
                  reasonable discretion if such change or modification would
                  directly or indirectly delay the "Substantial Completion," as
                  that term is defined in Section 

                                  Page 11 of 12

<PAGE>   12

                  4.1 of this Tenant Work Letter Agreement, of the Premises or
                  increase the cost of designing or constructing the Tenant
                  Improvements.

     40. Tenant's Agents (Section 5.4, Exhibit C). A period (.) is deemed placed
after the word "Project" and the balance of Section 5.4 of Exhibit C is deemed
deleted.

     41. Effectiveness of Lease. Except as and to the extent modified by this
Addendum, all provisions of the Lease shall remain in full force and effect.

LANDLORD                                  TENANT

American Assets, Inc.,                    ACC Consumer Finance Corporation,
a California corporation                  a Delaware corporation



By: /s/ JOHN W. CHAMBERLAIN                   By: /s/ GARY S. BURDICK
    -------------------------------------         ------------------------------
      Name: John W. Chamberlain                     Name: Gary S. Burdick
      Title: Chief Executive Officer                Title: President


                                              By: 
                                                  ------------------------------
                                                    Name:
                                                          ----------------------
                                                    Title:
                                                           ---------------------

                                  Page 12 of 12