Prepared by MerrillDirect





EXHIBIT
10.1


STANDARD
OFFICE LEASE — GROSS


AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION


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


             1.1   PARTIES: 
This Lease, dated, for reference purposes only, March 20, 2001, is made
by and between Dennis K. Cooper,(herein called "Lessor") and Heidi
Scheid, doing business under the name of Scheid Vineyards Inc., (herein called
"Lessee").


             1.2   PREMISES: 
Suite Number(s) 105, ___ floors, consisting of approximately 732 rsf*
feet, more or less, as defined in paragraph 2 and as shown on Exhibit
"A" hereto (the "Premises").


             *rentable
square feet


             1.3   BUILDING: 
Commonly described as being located at 1201 Morningside Drive, in the
City of Manhattan Beach, County of Los Angeles, State of California, as more
particularly described in Exhibit A hereto, and as defined in paragraph 2.


             1.4   USE: 
General Office, subject to paragraph 6.


             1.5   TERM: 
24 months commencing April 1, 2001 ("Commencement Date") and
ending March 31, 2003, as defined in paragraph 3.


             1.6   BASE RENT: $2,013.00 per month, payable on
the 1st day of each month, per paragraph 4.1.


             1.7   BASE RENT INCREASE:  On XXXX the monthly Base Rent payable under
paragraph 1.6 above shall be adjusted as provided in paragraph 4.3 below.


             1.8   RENT PAID UPON EXECUTION:  See paragraph number 53 (Addenda) for See
paragraph number 53.


             1.9.  SECURITY DEPOSIT:  See paragraph number 53.


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


2. PREMISES, PARKING AND COMMON AREAS.


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





             2.2   VEHICLE PARKING:  So long as Lessee is not in default, and subject to the rules and
regulations attached hereto, and as established by Lessor from time to time,
Lessee shall be entitled to rent and use 1 parking spaces in the Office
Building Project at the monthly rate applicable from time to time for monthly
parking as set by Lessor and/or its licensee.


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


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


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


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


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


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


                           (b)  To close temporarily any of the Common Areas
for maintenance purposes so long as reasonable access to the Premises remains
available;





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


                           (d)  To add additional buildings and improvements
to the Common Areas;


                           (e)  To use the Common Areas while engaged in
making additional improvements, repairs or alterations to the Office Building
Project, or any portion thereof;


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


3. TERM.


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


             3.2  DELAY IN POSSESSION.  Notwithstanding said Commencement Date, if
for any reason Lessor cannot deliver possession of the Premises to Lessee on
said date and subject to paragraph 3.2.2, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease or
the obligations of Lessee hereunder or extend the term thereof, but in such
case, Lessee shall not be obligated to pay rent or perform any other obligation
of Lessee under the terms of this Lease, except as may be otherwise provided in
this Lease, until possession of the Premises is tendered to Lessee, as
hereinafter defined; provided, however, that if Lessor shall not have delivered
possession of the Premises within sixty (60) days following said Commencement
Date, as the same may be extended under the terms of a Work Letter executed by
Lessor and Lessee, Lessee may, at Lessee's option, by notice in writing to
Lessor within ten (10) days thereafter, cancel this Lease, in which event the
parties shall be discharged from all obligations hereunder; provided, however,
that, as to Lessee's obligations, Lessee first reimburses Lessor for all costs
incurred for Non-Standard Improvements and, as to Lessor's obligations, Lessor
shall return any money previously deposited by Lessee (less any offsets due
Lessor for Non-Standard Improvements); and provided further, that if such
written notice by Lessee is not received by Lessor within said ten (10) day
period, Lessee's right to cancel this Lease hereunder shall terminate and be of
no further force or effect.


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





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


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


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


4.
RENT.


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


             4.2  DELETED.


             4.3  DELETED.


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





6. USE.


             6.1  USE. 
The Premises shall be used and occupied only for the purpose set forth
in paragraph 1.4 of the Basic Lease Provisions or any other use which is
reasonably comparable to that use and for other purpose.


             6.2  COMPLIANCE WITH LAW.


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


             6.3  CONDITION OF PREMISES.


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


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





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


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


             7.2  LESSEE'S OBLIGATIONS.


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


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


             7.3  ALTERATIONS AND ADDITIONS.


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





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


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


                           (d)  Lessee shall give Lessor not less than ten
(10) days' notice prior to the commencement of any work in the Premises by
Lessee, and Lessor shall have the right to post notices of non-responsibility
in or on the Premises or the Building as provided by law. If Lessee shall, in good
faith, contest the validity of any such lien, claim or demand, then Lessee
shall, at its sole expense defend itself and Lessor against the same and shall
pay and satisfy any such adverse judgment that may be rendered thereon before
the enforcement thereof against the Lessor or the Premises, the Building or the
Office Building Project, upon the condition that if Lessor shall require,
Lessee shall furnish to Lessor a surety bond satisfactory to Lessor in an
amount equal to such contested lien claim or demand indemnifying Lessor against
liability for the same and holding the Premises, the Building and the Office
Building Project free from the effect of such lien or claim. In addition,
Lessor may require Lessee to pay Lessor's reasonable attorneys fees and costs
in participating in such action if Lessor shall decide it is to Lessor's best
interest so to do.





                          (e)  All alterations, improvements, additions and Utility

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


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


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


8. INSURANCE; INDEMNITY.


             8.1  LIABILITY INSURANCE - LESSEE.  Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease a policy of Comprehensive
General Liability insurance utilizing an Insurance Services Office standard
form with Broad Form General Liability Endorsement (GL0404), or equivalent, in
an amount of not less than $1,000,000 per occurrence of bodily injury and
property damage combined or in a greater amount as reasonably determined by
Lessor and shall insure Lessee with Lessor as an additional insured against
liability arising out of the use, occupancy or maintenance of the premises.
Compliance with the above requirement shall not, however, limit the liability
of Lessee hereunder.


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


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





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


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


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


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





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


             8.9  NO REPRESENTATION OF ADEQUATE COVERAGE.
Lessor makes no representation that the limits or forms of coverage of
insurance specified in this paragraph 8 are adequate to cover Lessee's property
or obligations under this Lease. Lessor's obligation to insure under this
paragraph 8 may be satisfied by blanket coverage of self-insurance.


9. DAMAGE OR DESTRUCTION.


             9.1  DEFINITIONS.


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


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


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


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





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


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


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


             9.2  PREMISES DAMAGE; PREMISES BUILDING PARTIAL
DAMAGE.


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


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


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





             9.4  DAMAGE NEAR END OF TERM.


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


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


             9.5  ABATEMENT OF RENT; LESSEE'S REMEDIES.


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


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





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


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


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


10. REAL PROPERTY TAXES.


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


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


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





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


             10.5  PERSONAL PROPERTY TAXES.


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


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


11. 
UTILITIES.


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


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


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


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





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


12. 
ASSIGNMENT AND SUBLETTING.


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


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


             12.3  TERMS AND CONDITIONS APPLICABLE TO
ASSIGNMENT AND SUBLETTING.


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


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


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





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


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


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


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


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


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


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





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


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


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


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


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


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


13. 
DEFAULT; REMEDIES.


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





                          (a)  The vacation or abandonment of the Premises by
Lessee. Vacation
of the Premises shall include the failure to occupy the Premises for a
continuous period of thirty (30) days or more, whether or not the rent is paid.


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


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


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


                           (e)
(i)  The making by Lessee of any general
arrangement or general assignment for the benefit of creditors; (ii) Lessee
becoming a "debtor" as defined in 11 U.S.C. Section 101 or any
successor statute thereto (unless, in the case of a petition filed against
Lessee, the same is dismissed within sixty (60) days; (iii) the appointment of
a trustee or receiver to take possession of substantially all of Lessee's
assets located at the Premises or of Lessee's interest in this Lease, where
possession is not restored to Lessee within thirty (30) days; or (iv) the
attachment, execution or other judicial seizure of substantially all of
Lessee's assets located at the Premises or of Lessee's interest in this Lease,
where such seizure is not discharged within thirty (30) days. In the event that
any provision of this paragraph 13.1(e) is contrary to any applicable law, such
provision shall be of no force or effect.


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





             13.2  REMEDIES. 
In the event of any material default or breach of this Lease by Lessee,
Lessor may at any time thereafter, with or without notice or demand and without
limiting Lessor in the exercise of any right or remedy which Lessor may have by
reason of such default:


                           (a)  Terminate Lessee's right to possession of
the Premises by any lawful means, in which case this Lease and the term hereof
shall terminate and Lessee shall immediately surrender possession of the
Premises to Lessor. In such event Lessor shall be entitled to recover from
Lessee all damages incurred by Lessor by reason of Lessee's default including,
but not limited to, the cost of recovering possession of the Premises; expenses
of reletting including necessary renovation and alteration of the Premises,
reasonable attorney's fees, and any real estate commission actually paid; the
worth at the time of award by the court having jurisdiction thereof of the
amount by which the unpaid rent for the balance of the term after the time of
such award exceeds the amount of such rental loss for the same period that
Lessee proves could be reasonably avoided; that portion of the leasing
commission paid by Lessor pursuant to paragraph 15 applicable to the unexpired term
of this Lease.


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


                           (c)  Pursue any other remedy now or hereafter
available to Lessor under the laws or judicial decisions of the state wherein
the Premises are located. Unpaid installments of rent and other unpaid monetary
obligations of Lessee under the terms of this Lease shall bear interest from
the date due at the maximum rate then allowable by law.


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


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





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


15. 
DELETED.


16. 
ESTOPPEL CERTIFICATE.


             (a)  Each party (as "responding party")
shall at any time upon not less than ten (10) days' prior written notice from
the other party ("requesting party") execute, acknowledge and deliver
to the requesting party a statement in writing (i) certifying that this Lease
is unmodified and in full force and effect (or, if modified, stating the nature
of such modification and certifying that this Lease, as so modified, is in full
force and effect) and the date to which the rent and other charges are paid in
advance, if any, and (ii) acknowledging that there are not, to the responding
party's knowledge, any uncured defaults on the part of the requesting party, or
specifying such defaults if any are claimed. Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer of the
Office Building Project or of the business of Lessee.





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


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


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


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


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


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


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





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


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


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


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


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


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





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


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


30. SUBORDINATION.


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


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


31. ATTORNEYS' FEES.


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


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





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


32. LESSOR'S ACCESS.


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


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


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


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


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


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





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


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


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


39. OPTIONS.


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


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


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





             39.4
EFFECT OF DEFAULT ON OPTIONS.


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


                           (b)
The period of time within which an Option may be exercised shall not be
extended or enlarged by reason of Lessee's inability to exercise an Option
because of the provisions of paragraph 39.4(a).


                           (c)
All rights of Lessee under the provisions of an Option shall terminate and be
of no further force or effect, notwithstanding Lessee's due and timely exercise
of the Option, if, after such exercise and during the term of this Lease, (i)
Lessee fails to pay to Lessor a monetary obligation of Lessee for a period of
thirty (30) days after such obligation becomes due (without any necessity of
Lessor to give notice thereof to Lessee), or (ii) Lessee fails to commence to
cure a default specified in paragraph 13.1(d) within thirty (30) days after the
date that Lessor gives notice to Lessee of such default and/or Lessee fails
thereafter to diligently prosecute said cure to completion, or (iii) Lessor
gives to Lessee three or more notices of default under paragraph 13.1(c), or
paragraph 13.1(d), whether or not the defaults are cured, or (iv) if Lessee has
committed any non-curable breach, including without limitation those described
in paragraph 13.1(b), or is otherwise in default of any of the terms, covenants
and conditions of this Lease.


40. SECURITY MEASURES - LESSOR'S
RESERVATIONS.


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


             40.2
Lessor shall have the following rights:


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


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


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





 


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


             40.3
Lessee shall not:


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


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


41. EASEMENTS.


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


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


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


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


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





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


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


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


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


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


Addenda –paragraphs 50,
51, 52, 53, 54, 55.



50.      Operating Expenses Increase/Rent Increase

51.      Telephone Expenses

52.      Base Rent

53.      Deposit Requirement

54.      Occupancy

55.      Signage





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


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





	LESSOR	LESSEE
	 	 
	 

	Scheid Vineyards Inc.











 




	By
  /s/ DENNIS K. COOPER

	By
  /s/ HEIDI M. SCHEID


	   Dennis K Cooper	   Heidi M. Scheid, Senior Vice President
	 	 
	Its

	Its


	 	 
	By

	By


	 	 
	 Its

	 Its


	 	 
	Executed
  at

	Executed
  at


	 	 
	on

	on


	 	 
	Address

	Address








 




	 	ADDENDA
  TO STANDARD OFFICE LEASE—FULL SERVICE GROSS
	 	Lessee:	Heidi
  Scheid/Scheid Vineyards Inc.
	 	Lessor:	Dennis
  K. Cooper






50. 
Operating Expense Increase:  
Paragraph 4.2 and sub-paragraphs (a) through (g) shall be eliminated
from this lease, along with Rent Increase:  Paragraphs 4.3.1 through 4.3.5.


51. 
Telephone Expenses:   The
lessee shall pay for all telephone expenses the Lessee incurs during the term
of the lease.


52. 
Base Rent:   The base rent
for this lease shall be $2,013.00 per month, payable on the first day of each
month.  Rent payments will cover the
period from April 1, 2001 through March 31, 2003.


53. 
Deposit Requirement:   A
deposit of $6,039.00 shall be required: $4,026.00 as first and last months rent
(see Addenda 52), and $2,013.00 as Security Deposit (see paragraph 5).


55. 
Occupancy:   Lessee shall
take occupancy of Suite 105 at 1201 Morningside Drive, Manhattan Beach, CA
90266 on April 1, 2001.





56. 
Signage:   The Lessor
shall be responsible for all interior signs (lobby, hall, and parking
area).  The outside directory sign is
optional, at Lessee’s expense.


STANDARD
OFFICE LEASE

FLOOR PLAN


[LOGO]


 


NOT
APPLICABLE


 


EXHIBIT
A


Note: 
Drawing is for location only.  It
is no to scale.