Exhibit 10.7

	GROUND LEASE AGREEMENT

	Between

	OPUS WEST CORPORATION, a Minnesota corporation - Landlord



	and



	RPM Transportation, Inc., a California corporation - Tenant



	Dated:               , 1998









||	TABLE OF CONTENTS

	Page

ARTICLE 1	LEASE OF PREMISES AND LEASE TERM	1
1.1	Premises	1
1.2	Term of Lease	1

ARTICLE 2	RENTAL AND OTHER PAYMENTS	1
2.1	Basic Rent	1
2.2	Additional Rent	1
2.3	Delinquent Rental Payments	1
2.4	Independent Obligations	1

ARTICLE 3	PAYMENT OF PERSONAL PROPERTY TAXES	1
3.1	Payment of Property Taxes	1

ARTICLE 4	USE	2
4.1	Permitted Use	2
4.2	Acceptance of Premises	2
4.3	Increase Insurance	2
4.4	Rules and Regulations	2
4.5	Tenant's Obligations	2

ARTICLE 5	HAZARDOUS MATERIALS	2
5.1	Hazardous Materials	2
5.2	Hazardous Materials Laws	2
5.2.1	Federal	3
5.2.2	California	3
5.2.3	Other Laws and Regulations	3
5.2.4	Phase 1 Environmental Analysis	3
5.3	Compliance with Hazardous Materials Laws	3
5.4	Notice of Actions	3
5.5	Disclosure and Warning Obligations	4
5.6	Indemnification	4
5.7	Termination of Lease	4

ARTICLE 6	SERVICES AND UTILITIES	5

ARTICLE 7	MAINTENANCE, REPAIR AND ALTERATION OF PREMISES	5
7.1	Tenant's Maintenance	5
7.2	Tenant's Waiver of Claims Against Landlord	5

ARTICLE 8	CHANGES AND ALTERATIONS	5
8.1	Tenant's Changes and Alterations	5
8.2	Liens	5

ARTICLE 9	RIGHTS RESERVED BY LANDLORD	6
9.1	Landlord's Entry	6
9.2	Landlord's Cure	6

ARTICLE 10	INDEMNITY AND INSURANCE	6
10.1	Insurance Coverage	6
10.2	Insurance Provisions	6
10.3	Waiver of Subrogation	7
10.4	Indemnification by Tenant	7

ARTICLE 11	NO ASSIGNMENT OR  SUBLETTING	7
11.1	Restriction on Other Transfers	7

ARTICLE 12	INTENTIONALLY OMITTED	7

ARTICLE 13	CONDEMNATION	7
13.1	Condemnation of Entire Premises	7
13.2	Partial Condemnation/Termination of Lease	7
13.3	Partial Condemnation/Continuation of Lease	8
13.4	Continuance of Obligations	8
13.5	Tenant's Waiver	8


ARTICLE 14	DEFAULTS; REMEDIES	8
14.1	Events of Default	8
14.1.1	Intentionally Omitted	8
14.1.2	Failure to Pay	8
14.1.3	Failure to Perform	8
14.1.4	Other Defaults	8
14.1.5	Remedies	8
14.1.6	Right of Landlord to Re-Enter	9
14.1.7	Cumulative Remedies	9
14.2	Legal Costs	9
14.3	No Waiver	9
14.4	Waiver by Tenant	10
14.5	Default by Landlord	10

ARTICLE 15	PROTECTION OF CREDITORS	10
15.1	Subordination	10
15.2	Attornment	10
15.3	Estoppel Certificates	10
15.4	Mortgagee Protection Clause	11

ARTICLE 16	TERMINATION OF LEASE	11
16.1	Surrender of Premises	11
16.2	Holding Over	11

ARTICLE 17	MISCELLANEOUS PROVISIONS	11
17.1	Notices	11
17.2	Landlord's Continuing Obligations	11
17.3	Net Lease	12
17.4	Successors	12
17.5	Memorandum of Lease	12
17.6	Captions and Interpretation	12
17.7	Relationship of Parties	12
17.8	Entire Agreement	12
17.9	Severability	12
17.10	Landlord's Limited Liability	12
17.11	Transfer of Landlord's Interest	12
17.12	Survival	12
17.13	Attorneys' Fees	12
17.14	Broker	13
17.15	Governing Law	13
17.16	Time is of the Essence	13
17.17	Joint and Several Liability	13
17.18	Tenant's Waiver	13
17.19	Delivery of Corporate Documents	13
17.20	Provisions are Covenants and Conditions	13
17.21	Business Days	13
17.22	Force Majeure	13
17.23	Submission of Lease	13
17.24	Tenant's Financial Condition	14


||

	Ground Lease Agreement

	Summary of Basic Lease Information


10	Lease Date:	                                           
       , 199  

20	Landlord:	Opus West Corporation,
a Minnesota corporation 


30	Address of Landlord	Opus West Management Corporation 
for Payment of Rent:	2415 East Camelback Road, Suite 840
Phoenix, AZ  85016-4201
Attn:  Bret Borg
Telephone No.:  (602) 912-8880
Facsimile No.:  (602) 912-8881

40	Address of Landlord	Opus West Corporation
2030 Main Street, Suite 250
Irvine, CA 92614
Attn:  Paul A. Marshall
Telephone No:  (714) 475-0977
Facsimile No:  (714) 475-0970

With a copy to:	Opus U.S. Corporation
2415 East Camelback Road, Suite 800
Phoenix, AZ  85016-4201
Attn:  Daniel T. Haug, Esq.
Telephone No.:  (602) 468-7000
Facsimile No.:  (602) 468-7045

With another copy to:	Opus West Corporation
2415 East Camelback Road, Suite 800
Phoenix, AZ  85016-4201
Attn: Mr. Thomas W. Roberts, President
Telephone No.:  (602) 468-7000
Facsimile No.: (602) 468-7045

50	Tenant: 	RPM Transportation Inc., a California 
corporation 

60	Address of Tenant	RPM Transportation Inc.
for Notices:	13827 Carmenita Road, Unit E
Santa Fe Springs, CA  90670
Attn:  Paul Duke
Telephone No.:(562) 921-7035
Facsimile No.:(562) 802-9010

70	Premises	The parcel of land situated in the County of 
Riverside, State of California, described on 
Exhibit "A."

80	Lease Term	Initial Lease Term:  1 year from the 
Commencement Date.  Thereafter, the Tenant 
may lease the Premises on a month to month 
basis with a ninety (90) day notice 
termination right pursuant to Section 1.2 
below.

90	Rent:	Basic Rent:

Monthly:   $5,000
Annually: $60,000

Maximum Rate of Interest:  Prime Plus four 
percent (4%).  For purposes of this Lease 
and the Basic Provisions hereof, the term 
"Prime" shall mean the rate announced from 
time to time by Bank of America, N.A., as 
its prime or reference rate.  If Bank of 
America shall cease to announce its prime or 
reference rate, then Landlord shall select 
the rate of another financial institution to 
be substituted therefor.

Late Charge:  5% of the overdue amount per 
month ("Late Charge")

100	Use:	The Premises shall be used by Tenant for the 
storage of trucks, trailers and other 
vehicles, subject to any applicable 
covenants, conditions and restrictions 
affecting the Premises and for no other use 
or purpose. 

12.	Security Deposit:	None.

110	Brokers:  	None

120	Exhibit:	The following exhibit is attached hereto and 
incorporated into this Lease:

Exhibit "A"	Legal Description of Land

The foregoing Basic Terms are hereby incorporated into and made a part 
of this Lease.  Each reference in this Lease to the Basic Terms shall mean the 
information set forth above and shall be construed to incorporate all of the 
terms provided under the particular Lease paragraph pertaining to such 
information.  In the event of a conflict between the Basic Terms and the 
Lease, the Lease shall prevail.

Dated:_____________________	LANDLORD:

OPUS WEST CORPORATION, a Minnesota 
corporation


By:	
Thomas W. Roberts, President


Dated:_____________________	TENANT:

RPM Transportation, Inc., a 
California corporation 


By:	
Name:	
Title:	



By:	
Name:	
Title:	

	GROUND LEASE AGREEMENT


This Ground Lease Agreement (the "Lease"), which includes the Basic 
Terms (as hereinafter defined), dated as of                       , 199__ 
("Effective Date"), is made by and between Landlord and Tenant.

	ARTICLE 1

	LEASE OF PREMISES AND LEASE TERM

1.1	Premises.  Landlord, for and in consideration of the rents, 
covenants and agreements hereinafter set forth, hereby leases to Tenant and 
Tenant hereby leases from Landlord, upon and subject to the terms, covenants 
and conditions hereinafter set forth, all that certain parcel of land situated 
in the County of Riverside, and State of California delineated on Exhibit "A" 
attached hereto and incorporated herein ("Land" or "Premises").  Tenant 
acknowledges that, prior to execution of this Lease, Tenant has had the 
opportunity to inspect the Premises and, by its execution of this Lease, 
Tenant hereby accepts the Premises in an "as-is" condition without any 
representations or warranties from Landlord.  Tenant acknowledges that this 
Lease is subordinate and subject to all liens, encumbrances, deeds of trust, 
reservations, restrictions and other matters affecting the Premises, 
("Permitted Encumbrances") and any law, regulation, rule, order or ordinance 
of any governmental entity applicable to the Premises or the use or occupancy 
thereof, in effect on the execution of this Lease or thereafter promulgated. 

1.2	Term of Lease.  The initial term of this Lease ("Initial Term") 
shall commence on January 1, 1998 ("Commencement Date") and shall end on the 
date which is one (1) year after the Commencement Date.  Tenant may thereafter 
continue to lease the Premises on a month to month basis; provided that either 
party may terminate this Lease upon delivery of ninety (90) days written 
notice to the other party.

	ARTICLE 2

	RENTAL AND OTHER PAYMENTS

2.1	Basic Rent.  In consideration of the leasing of the Premises, 
Tenant covenants to pay Landlord in advance, on the first day of each and 
every calendar month during the Term, at the address of Landlord as specified 
in Item 3 of the Basic Terms, or at such other place as Landlord may from time 
to time designate in writing, a rental for the Initial Term of this Lease 
calculated based upon the amounts specified in Item 9 of the Basic Terms 
("Basic Rent").  The first calendar month's Rent payment shall be made by 
Tenant upon Tenant's execution of this Lease.

2.2	Additional Rent.  All charges payable by Tenant to Landlord other 
than Basic Rent, however denoted, are called "Additional Rent."  Unless this 
Lease provides otherwise, all Additional Rent shall be paid with the next 
installment of Basic Rent falling due.  Basic Rent and Additional Rent are 
sometimes collectively referred to as "Rent" or "rent."  Rent for any partial 
month shall be prorated on the basis of the number of days within such 
calendar month and paid within ten (10) days of the Commencement Date.  

2.3	Delinquent Rental Payments.  Any installment of Basic Rent or 
Additional Rent or any other charges payable by Tenant under the provisions 
hereof which shall not be paid when due or within ten (10) days thereafter 
shall bear interest at the Maximum Rate of Interest specified in Item 10 of 
the Basic Terms from the date when the same is due hereunder until the same 
shall be paid, but in no event in excess of the maximum lawful rate permitted 
to be charged by Landlord against Tenant.  In addition, any installment of 
Rent which shall not be paid when due and which remains unpaid five (5) 
business days thereafter shall be subject to a late payment fee of five 
percent (5%) of the unpaid amount.  Tenant acknowledges that Tenant's failure 
to pay Basic Rent or Additional Rent when due may cause Landlord to incur 
unanticipated costs.  The exact amount of such costs are impractical or 
extremely difficult to ascertain.  The parties agree that such charge 
specified above represents a fair and reasonable estimate of the costs 
Landlord will incur by reason of such late payment and acceptance of such late 
charge does not constitute a waiver of Tenant's default or limit any other 
remedy of Landlord.  The late charge shall be deemed Rent and the rights to 
require it shall be in addition to all of Landlord's rights and remedies 
hereunder or at law.  

2.4	Independent Obligations.  Any term or provision of this Lease to 
the contrary notwithstanding, the covenants and obligations of Tenant to pay 
Basic Rent and Additional Rent hereunder shall be independent from any 
obligations, warranties or representations, express or implied, if any, of 
Landlord herein contained.

	ARTICLE 3

	PAYMENT OF PERSONAL PROPERTY TAXES


3.1	Payment of Property Taxes.  Tenant shall pay, prior to 
delinquency, all taxes, assessments, license fees and public charges levied, 
assessed or imposed upon its business operation, fixtures, improvements and 
other personal property in, on or upon the Premises.  If any such items of 
property are assessed with property of Landlord, then the assessment shall be 
equitably divided between Landlord and Tenant.  Landlord shall determine the 
basis of prorating and dividing any of those assessments and its determination 
shall be binding.

	ARTICLE 4

	USE

4.1	Permitted Use.  Tenant may use the Premises only for the Permitted 
Uses specified in Item 11 of the Basic Terms.  Tenant shall not use or occupy 
the same, or permit them to be used or occupied, contrary to any statute, 
governmental, quasi-governmental or administrative rule, order, ordinance, 
requirement or regulation applicable thereto ("Regulatory Requirement"), or 
in any manner which would make void or voidable any insurance then in force 
with respect thereto or which would cause the value or usefulness of the 
Premises, or any portion thereof, substantially to diminish (reasonable wear 
and tear excepted), or which would constitute a public or private nuisance or 
waste and Tenant agrees that it will promptly, upon discovery of any such use, 
take all necessary steps to compel the discontinuance of such use.  

4.2	Acceptance of Premises.  Tenant acknowledges that neither Landlord 
nor any agent of Landlord has made any representation or warranty with respect 
to the Premises or with respect to the suitability or fitness of either for 
the conduct of Tenant's business or for any other purpose and, Tenant accepts 
the Premises in an "as is" condition.  Tenant shall comply with any recorded 
covenants, conditions, restrictions and encumbrances affecting the Premises 
as of the commencement of this Lease or which are recorded during the Term.

4.3	Increase Insurance.  Tenant shall not do or permit to be done 
anything which will (i) increase the premium of any insurance policy covering 
the Premises or any adjoining property owned by Landlord ("Project") and/or 
the property located therein; (ii) cause a cancellation of or be in conflict 
with any such insurance policies; (iii) result in a refusal by insurance 
companies in good standing to issue or continue any such insurance in amounts 
satisfactory to Landlord; or (iv) subject Landlord to any liability or 
responsibility for injury to any person or property by reason of any operation 
in the Premises.  Tenant shall, at Tenant's expense, comply with all rules, 
orders, regulations and requirements of insurers and of the American Insurance 
Association or any other organization performing a similar function.  Tenant 
shall promptly, upon demand, reimburse Landlord for any additional premium 
charges for such policy or policies caused by reason of Tenant's failure to 
comply with the provisions of this Section.

4.4	Rules and Regulations.  Tenant shall comply with all rules and 
regulations adopted by Landlord from time to time for the Project.

4.5	Tenant's Obligations.  Tenant shall obtain and pay for all 
permits, required for Tenant's occupancy of the Premises and shall promptly 
take all substantial and non-substantial actions necessary to comply with all 
applicable Regulatory Requirements regulating the use by Tenant of the 
Premises, including, without limitation, the Occupational Health and Safety 
Act and the Americans with Disabilities Act.

	ARTICLE 5

	HAZARDOUS MATERIALS

5.1	Hazardous Materials.  The term "Hazardous Material(s)" shall mean 
any toxic or hazardous substance, material or waste or any pollutant or 
contaminant or infectious or radioactive material, including but not limited 
to those substances, materials or wastes regulated now or in the future under 
any of the statutes or regulations listed in Section 5.2, and any and all of 
those substances included within the definitions of "hazardous substances," 
"hazardous materials," "hazardous waste," "hazardous chemical substance or 
mixture," "imminently hazardous chemical substance or mixture," "toxic 
substances," "hazardous air pollutant," "toxic pollutant," or "solid waste" 
in the statutes or regulations in Section 5.2.  Hazardous Materials shall also 
mean any and all other similar terms defined in other federal, state and local 
laws, statutes, regulations, orders or rules, and materials and wastes which 
are, or in the future become, regulated under applicable local, state or 
federal law for the protection of health or the environment, or which are 
classified as hazardous or toxic substances, materials or wastes, pollutants 
or contaminants, as defined, listed or regulated by any federal, state or 
local law, regulation or order or by common law decision, including, without 
limitation, (i) trichloroethylene, tetrachloroethylene, perchloroethylene and 
other chlorinated solvents, (ii) oil or any petroleum products or fractions 
thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable 
explosives, (vi) urea formaldehyde and (vii) radioactive materials and waste, 
and (viii) infectious waste.  


5.2	Hazardous Materials Laws.  The term "Hazardous Materials Law(s)" 
shall mean any federal, state or local laws, ordinances, codes, statutes, 
regulations, administrative rules, policies and orders, and other authority, 
existing now or in the future, which classify, regulate, list or define 
hazardous substances, materials, wastes contaminants, pollutants and/or the 
Hazardous Materials, including without limitation the following statutes and 
regulations, and any other legal authority, regulations, or policies relating 
to or implementing such statutes and regulations: 

5.2.1	Federal.  Comprehensive Environmental Response, 
Compensation and Liability Act of 1980 ("CERCLA" or "Superfund"), as amended 
by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), 42 
U.S.C. ' 9601 et seq.; Resource Conservation and Recovery Act of 1976 
("RCRA"), 42 U.S.C. ' 6901 et seq.; Clean Water Act ("CWA"), 33 U.S.C. ' 1251 
et seq.; Clean Air Act ("CAA"), 42 U.S.C. ' 78401 et seq.; Toxic Substances 
Control Act ("TSCA"), 15 U.S.C. ' 2601 et seq.; The Refuse Act of 1899, 33 
U.S.C. ' 407; Occupational Safety and Health Act ("OSHA"), 29 U.S.C. ' 651 et 
seq.; Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; 
United States Department of Transportation Table (49 CFR 172.101 and 
amendments thereto) and the Environmental Protection Agency Table (40 CFR Part 
302 and amendments thereto);

5.2.2	California.  Carpenter-Presley-Tanner Hazardous Substance 
Account Act ("California Superfund"), Cal. Health & Safety Code ' 25300 et 
seq.; California Hazardous Waste Control Act, Cal. Health & Safety Code 
Sections 25100 et seq.; Porter-Cologne Water Quality Control Act ("Porter-
Cologne Act"), Cal. Water Code ' 13000 et seq.; Hazardous Waste Disposal Land 
Use Law, Cal. Health & Safety Code ' 25220 et seq.; Safe Drinking Water and 
Toxic Enforcement Act of 1986 ("Proposition 65"), Cal. Health & Safety Code 
' 25249.5 et seq.; Hazardous Substances Underground Storage Tank Law, Cal. 
Health & Safety Code ' 25280 et seq.; California Hazardous Substance Act, Cal. 
Health & Safety Code ' 28740 et seq.; Air Resources Law, Cal. Health & Safety 
Code ' 39000 et seq.; Hazardous Materials Release Response Plans and 
Inventory, Cal. Health & Safety Code '' 25500-25541; Toxic Pits Cleanup Act 
of 1984 ("TCPA"), Cal. Health & Safety Code '' 25208-25208.17;  

5.2.3	Other Laws and Regulations.  All other regulations 
promulgated pursuant to said foregoing laws or any amendments or replacement 
thereof, provided such amendments or replacements shall in no way limit the 
original scope and/or definition of Hazardous Materials defined herein as of 
the execution date of this Lease.

5.2.4	Phase 1 Environmental Analysis.  Landlord has delivered to 
Tenant a Phase 1 Environmental Analysis Report ("Phase 1 Report") covering the 
Premises, and Tenant acknowledges that this shall be deemed satisfaction of 
any obligation on the part of Landlord to disclose any and all Hazardous 
Materials on or relating to the Premises as required hereunder or by any 
Hazardous Materials Laws.

5.3	Compliance with Hazardous Materials Laws.  Tenant shall not cause 
or permit any Hazardous Materials to be brought upon, kept, or used in 
connection with the Premises or by Tenant, its agents, employees, contractors 
or invitees in a manner or for a purpose prohibited by or which could result 
in liability under any applicable law, regulation, rule or ordinance, 
including, without limitation, the Hazardous Materials Laws.  Tenant shall, 
at its own expense, at all times and in all respects comply with all Hazardous 
Materials Laws relating to the industrial hygiene, environmental protection 
or the use, analysis, generation, manufacture, storage, presence, disposal or 
transportation of any Hazardous Materials.  Tenant shall, at its own expense, 
procure, maintain in effect and comply with all conditions of any and all 
permits, licenses and other governmental and regulatory approvals relating to 
the presence of Hazardous Materials within, on, under or about the Premises 
or required for Tenant's use of the Premises, Tenant shall cause any and all 
Hazardous Materials to be removed from the Premises and transported in 
accordance with and in compliance with all Hazardous Materials Laws.  Tenant 
shall in all respects, handle, treat, deal with and manage any and all 
Hazardous Materials in, on, under or about the Premises in complete conformity 
with all applicable Hazardous Materials Laws and prudent industry practices 
regarding the management of such Hazardous Materials.  Upon expiration or 
earlier termination of this Lease, Tenant shall at its own expense, cause all 
Hazardous Materials (to the extent such Hazardous Materials are generated, 
stored, released or disposed of during the Term of this Lease by Tenant or 
Tenant's agents, employees, contractors or invitees ("Tenant's Agents")) to 
be removed from the Premises and transported for use, storage or disposal in 
accordance and in compliance with all applicable Hazardous Materials Laws. 
 Tenant shall not take any remedial action in response to the presence of any 
Hazardous Materials in, on, about or under the Premises or in any Improvements 
situated on the Land, nor enter into any settlement agreement, consent, decree 
or other compromise in respect to any claims relating to or in any way 
connected with the Premises or the Landlord's Improvements on the Land without 
first notifying Landlord of Tenant's intention to do so and affording Landlord 
ample opportunity to appear, intervene or otherwise appropriately assert and 
protect Landlord's interest with respect thereto.


5.4	Notice of Actions.  Tenant shall immediately notify Landlord in 
writing of (a) any enforcement, clean-up, removal or other governmental or 
regulatory action instituted, completed or threatened against Tenant, 
Landlord, or against the Premises pursuant to any Hazardous Materials Laws; 
(b) any claim made or threatened by any person against Landlord, Tenant, or 
the Premises for which Tenant receives notice, relating to damage, 
contribution, cost recovery, compensation, loss or injury resulting from or 
claimed to result from any Hazardous Materials; and (c) any reports made to 
any environmental agency arising out of or in connection with any Hazardous 
Materials in, on or about the Land or the Premises or with respect to any 
Hazardous Materials removed from the Land or the Premises, including, any 
complaints, notices, warnings, reports or asserted violations in connection 
therewith.  Tenant shall also provide to Landlord, as promptly as possible, 
and in any event within five (5) business days after Tenant first receives or 
sends the same, with copies of all claims, reports, complaints, notices, 
warnings or asserted violations relating in any way to the Land or the 
Premises or Tenant's or Tenant's Agents use thereof.  Upon written request of 
Landlord (to enable Landlord to defend itself from any claim or charge related 
to any Hazardous Materials Law), Tenant shall promptly deliver to Landlord 
notices of hazardous waste manifests reflecting the legal and proper disposal 
of all such Hazardous Materials removed or to be removed from the Premises. 
 All such manifests shall list the Tenant or its agent as a responsible party 
and in no way shall attribute responsibility for any such Hazardous Materials 
to Landlord.  Tenant shall also immediately notify Landlord if Tenant knows 
or has reason to believe Hazardous Materials have or will be released on or 
about the Premises.

5.5	Disclosure and Warning Obligations.  Tenant shall also comply with 
all laws, ordinances and regulations regarding warning obligations with 
respect to the presence or danger of Hazardous Materials or as otherwise may 
be required by law.  Tenant acknowledges and agrees that it will promptly 
notify Landlord prior to reporting to any governmental or quasi-governmental 
agencies any matters relating to Hazardous Materials and Landlord shall have 
the right to review such reports.  So long as Tenant will not be in violation 
of any laws requiring Tenant to make such reports, Landlord shall have the 
right to assume control over the making of such reports to the applicable 
governmental or quasi-governmental agencies.  Tenant further agrees to 
cooperate with Landlord in complying with all Hazardous Materials Laws 
regarding the disclosure of, the presence or danger of Hazardous Materials, 
including, without limitation, all notices or other requirements under 
California Health and Safety Code Section 25915 et seq., and 25249.5 et seq. 
and California Code of Regulations Section 12000 et seq.  Notwithstanding the 
foregoing, Tenant shall prior to delivering any notices required by this 
Section 5.5, to any governmental entity or agency, deliver written notice to 
Landlord of the same so as to afford Landlord ample opportunity to take over 
such obligation if Landlord so desires.

5.6	Indemnification.  Tenant shall indemnify, defend (with counsel 
reasonably acceptable to Landlord), protect and hold Landlord and each of 
Landlord's officers, directors, partners, employees, agents, attorneys, 
successors and assigns (collectively "Indemnitees") free and harmless from and 
against any and all claims, liabilities, damages, costs, penalties, 
forfeitures, losses or expenses (including attorneys' fees) for death or 
injury to any person or damage to any property whatsoever (including water 
tables and atmosphere) ("Claims") arising or resulting in whole or in part, 
directly or indirectly, from the presence or discharge of Hazardous Materials, 
in, on, under, upon or from the Premises or any improvements located thereon 
or from the transportation or disposal of Hazardous Materials to or from the 
Premises to the extent caused or permitted by Tenant, its agents, employees, 
contractors, licensees or invitees.  Landlord shall indemnify, defend (with 
legal counsel reasonable acceptable to Tenant) and hold Tenant and Tenant's 
Indemnities harmless from and against any and all Claims arising or resulting 
in whole or in part from the presence or discharge of Hazardous Materials by 
Landlord in, on, under, upon or for the Premises or the Improvements thereon 
or from the transportation or disposal of Hazardous Materials by Landlord. 
 Each parties' obligations hereunder shall include, without limitation, and 
whether foreseeable or unforeseeable, all costs of any required or necessary 
repairs, clean-up or detoxification or decontamination of the Premises or the 
Improvements, and the presence and implementation of any closure, remedial 
action or other required plans in connection therewith, and shall survive the 
expiration of or early termination of the term of this Lease and any costs and 
fees incurred in the enforcement of the indemnity action.

5.7	Environmental Audits.  Upon request by Landlord during the Term 
of this Lease, prior to the exercise of any renewal term and/or prior to 
vacating any portion of the Premises, Tenant shall undertake and submit to 
Landlord an environmental audit from an environmental company reasonably 
acceptable to Landlord which audit shall evidence Tenant's compliance with 
this Article 5.  If the audit confirms the presence of Hazardous Materials in 
the soil or surface or the groundwater, or likelihood thereof, Landlord shall 
have the right to require Tenant to immediately commence all necessary 
remediation, abatement, removal and cleanup actions to return the Premises and 
any other property of whatever nature to their condition existing prior to the 
appearance of Hazardous Materials.  Any plan of remediation, abatement, 
removal and cleanup shall be subject to the prior approval of Landlord, in its 
sole discretion.  Except as specified above, Tenant shall not perform or cause 
to be performed, any Hazardous Materials surveys, studies, reports or 
inspections, relating to the Premises without obtaining Landlord's advance 
written consent.

5.7	Termination of Lease.  Landlord shall have the right to terminate 
the Lease in Landlord's sole and absolute discretion in the event that (i) any 
anticipated use of the Premises by Tenant involves the generation or storage, 
use, treatment or disposal of Hazardous Materials in a manner or for a purpose 
prohibited by any governmental agency or authority; (ii) Tenant has been 
required by any lender or governmental authority to take remedial action in 
connection with Hazardous Materials contaminating the Premises if the 
contamination resulted from Tenant's action, inaction or use of the Premises; 
or (iii) Tenant is subject to an enforcement order issued by any governmental 
authority in connection with the use, disposal or storage of Hazardous 
Materials on the Premises (unless Tenant is diligently seeking compliance with 
such enforcement order).


	ARTICLE 6

	SERVICES AND UTILITIES

During the Term of this Lease, Tenant will pay, when due, all charges 
of every nature, kind or description (including, without limitation, charges 
imposed by any utility company as a condition precedent to furnishing or 
continuing to furnish utilities or services to the Premises) for utilities 
furnished to the Premises or chargeable against the Premises, to the extent 
there are any, including all charges for water, sewage, heat, gas, light, 
garbage, electricity, telephone, steam, power, or other public or private 
utility services and any charges or fees for present or future water or sewer 
capacity to serve the Premises, any charges for the underground installation 
of gas or other utilities or services, and other charges relating to the 
extension of or change in the facilities necessary to provide the Premises 
with adequate utility services.  No interruption in, or temporary stoppage of, 
any utility service or blockage of access to the Premises caused by repairs, 
renewals, improvements, alterations, stripes, walk outs, labor controversy, 
accidents, inability to obtain fuel or supplies, or other causes shall be 
deemed an eviction of disturbance of Tenant's use and possession, or render 
Landlord liable for damages, by abatement of rent or otherwise, or relieve 
Tenant from any obligation whatsoever under this Lease.  Nothing contained in 
this Article 6 shall be construed to impose any obligation or duty upon 
Landlord to supply any utilities to the Premises.

	ARTICLE 7

	MAINTENANCE, REPAIR AND ALTERATION OF PREMISES

7.1	Tenant's Maintenance.  Tenant, at its sole cost and expense, 
throughout the Term of this Lease, whether Tenant is occupying or has vacated 
the Premises, shall take good care of the Premises and shall keep the same in 
at least the same order, condition and repair, as when received and shall make 
and perform all routine maintenance thereof and all necessary repairs thereto, 
ordinary and extraordinary, foreseen and unforeseen, of every nature, kind and 
description.  The maintenance obligation shall apply even if Tenant has 
vacated the Premises.  

7.2	Tenant's Waiver of Claims Against Landlord.  Landlord shall not 
be required to furnish any services or facilities or to make any repairs or 
alterations in, about or to the Premises or any improvements hereafter erected 
thereon.  Tenant hereby assumes the full and sole responsibility for the 
condition, operation, repair, replacement, maintenance and management of the 
Premises and any improvements hereafter erected thereon, and Tenant hereby 
waives any rights created by any law now or hereafter in force to make repairs 
to the Premises or improvements hereafter erected thereon at Landlord's 
expense.  Tenant hereby waives and releases its right to perform repairs at 
Landlord's expense under any law, statute, or ordinance now or hereafter in 
effect in the State in which the Project is located, including, without 
limitation, the provisions of Civil Code Sections 1941 and 1942. 

	ARTICLE 8

	CHANGES AND ALTERATIONS

8.1	Tenant's Changes and Alterations.  Tenant shall not make any 
alterations, additions or improvements ("Alterations") to the Property, 
without Landlord's prior written consent, which may be withheld in Landlord's 
sole and absolute discretion ("Alterations").  Tenant shall promptly remove 
any Alterations constructed in violation of this Section upon Landlord's 
written request. 

8.2	Liens.  Tenant shall keep the Premises free from any mechanics', 
materialmen's, designer's or other liens arising out of any work performed, 
materials furnished or obligations incurred by or for Tenant or any person or 
entity claiming by, through or under Tenant.  Landlord shall have the right 
at all times to post and keep posted on the Premises any notices which it 
deems necessary for protection from such liens.  If any such liens are filed 
and are not released of record by payment or posting of a proper bond within 
thirty (30) days after such filing, Landlord may, without waiving its rights 
and remedies based on such breach by Tenant and without releasing Tenant from 
any obligations hereunder, cause such liens to be released by any means it 
shall deem proper, including payment of the claim giving rise to such lien or 
posting security to cause the discharge of such lien, in which event all 
amounts paid by Landlord shall immediately be due and payable by Tenant as 
Additional Rent.  Tenant hereby indemnifies, protects, defends and holds 
Landlord and Landlord's Indemnitees and the Premises harmless from any 
liability, cost, obligation, expense (including, without limitation, 
reasonable attorneys' fees and expenses and attorneys' fees incurred in 
enforcing of this indemnity), or claim of any mechanics', materialmen's, 
design professional's or other liens in any manner relating to any work 
performed, materials furnished or obligations incurred by or for Tenant or any 
person or entity claiming by, through or under Tenant.  Tenant shall notify 
Landlord in writing thirty (30) days prior to commencing any Alterations so 
that Landlord shall have the right to record and post notices of non-
responsibility or any other notices deemed necessary by Landlord on the 
Premises.  Tenant shall not create, and shall promptly discharge and satisfy 
of record, any other lien, encumbrance, charge, security interest, or other 
right or interest which shall be or become a lien, encumbrance, charge or 
security interest upon the Premises, or any portion thereof.

	ARTICLE 9

	RIGHTS RESERVED BY LANDLORD

9.1	Landlord's Entry.  In addition to any other right of entry 
provided to Landlord in this Lease, Landlord reserves the right at all 
reasonable times and upon reasonable notice to Tenant to enter the Premises 
to:  (i) inspect them; (ii) show the Premises to prospective purchasers, 
mortgagees or tenants, or to the ground or underlying Landlords; (iii) post 
notices of non-responsibility or other notices as may be customary in the 
State of California or (iv) for any other purpose Landlord deems reasonably 
necessary.  Except in cases of emergency, two (2) business days prior notice 
shall be deemed reasonable notice.  Landlord and its authorized 
representatives may enter the Premises at any time in case of emergency and 
shall have the right to use any and all means which Landlord may deem proper 
to open such doors during an emergency in order to obtain entry to any 
vehicles or improvements or fixtures on the Premises.  Any such entry obtained 
by Landlord in the event of any emergency shall not, under any circumstances, 
be construed or deemed to be a forcible or unlawful entry into, or detainer 
of, the Premises, or to be an eviction of Tenant from the Premises or any 
portion thereof.

9.2	Landlord's Cure.  If Tenant shall default in the performance of 
its obligations under this Lease and if such default is not cured within the 
applicable periods provided in Article 14, Landlord may, but shall not be 
obligated to, make any such payment or perform any such act on Tenant's part 
without waiving its right based upon any default of Tenant and without 
releasing Tenant from any obligations hereunder.  Except as may be 
specifically provided to the contrary in this Lease, Tenant shall pay to 
Landlord, within ten (10) days after delivery by Landlord to Tenant of 
statements therefor, sums equal to expenditures reasonably made and 
obligations incurred by Landlord in connection with the remedying by Landlord 
of Tenant's defaults.  If there are any outstanding monetary obligations of 
Tenant under this Lease attributable to the period prior to the expiration or 
termination of this Lease, such obligations shall survive the termination or 
expiration of this Lease and such amount shall be payable to Landlord within 
ten (10) days after receipt of notice therefor from Landlord.  Tenant hereby 
agrees to indemnify, protect, defend (with legal counsel reasonably acceptable 
to Landlord) and save Landlord harmless from and against such impositions, 
insurance premiums, utility charges, maintenance, repair and replacement 
expenses, all expenses relating to compliance with laws, and all other costs, 
fees, charges, expenses, reimbursements and obligations above referred to. 
 

	ARTICLE 10

	INDEMNITY AND INSURANCE

10.1	Insurance Coverage.  During the Term of this Lease, Tenant, at its 
sole cost and expense, shall obtain and continuously maintain in full force 
and effect the following insurance coverage:

(a)	Comprehensive general liability insurance against any loss, 
liability or damage on, about or relating to the Premises, or any portion 
thereof, with limits of not less than Five Million Dollars ($5,000,000.00) 
combined single limit, per occurrence and aggregate, coverage on an occurrence 
basis.  Such insurance shall specifically insure (by contractual liability 
endorsement) Tenant's indemnity obligations under this Lease.  Such insurance 
shall also afford coverage for all claims based upon acts, omissions, injury 
or damage, which claims occurred or arose (or the onset of which occurred or 
arose) in whole or in part during the policy period;

(b)	Such other insurance and in such amounts as may from time to time 
be reasonably required by Landlord, against any other insurable hazards which 
at the time are commonly insured against in the case of premises similar to 
those of the Premises; and

The insurance set forth in this Section 10.1 shall be maintained by 
Tenant at not less than the limits set forth herein (or if not specified 
herein, as reasonably required by Landlord) until reasonably required to be 
changed from time to time by Landlord, in writing, whereupon Tenant shall 
obtain and maintain thereafter such additional coverage.  


10.2	Insurance Provisions.  Any such insurance obtained and maintained 
by Tenant shall name Landlord, and, if requested by Landlord, Landlord's 
mortgagee, as named insured therein and such insurance shall be obtained and 
maintained from and with a reputable and financially sound insurance company 
authorized to issue such insurance in California.  Each policy required under 
this Article 10 shall have attached thereto (a) an endorsement that such 
policy shall not be canceled or materially changed without at least thirty 
(30) days prior written notice to Landlord, and (b) an endorsement to the 
effect that the insurance as to the interest of Landlord shall not be 
invalidated by any act or neglect of Landlord or Tenant and an "agreed value" 
endorsement.  All policies of insurance, together with any endorsements 
reflecting the changes to the policy required to comply with this Lease, shall 
be written by companies reasonably satisfactory to Landlord and licensed in 
the state in which the Premises are located.  Such certificates of insurance 
shall be in a form reasonably acceptable to Landlord, shall be delivered to 
Landlord upon commencement of the Term and prior to expiration of such policy, 
new certificates of insurance, shall be delivered to Landlord not less than 
twenty (20) days prior to the expiration of the then current policy term.  In 
the event Tenant shall fail to procure such insurance, or to deliver such 
policies or certificates and appropriate endorsements, Landlord may, at its 
option, procure such policies for the account of Tenant, and the cost thereof 
plus a ten percent (10%) handling charge shall be paid by Tenant to Landlord 
as Additional Rent within five (5) days after delivery to Tenant of bills 
therefor.  

10.3	Waiver of Subrogation.  Tenant shall cause to be inserted in the 
policy or policies of insurance required by this Article 10 hereof a so-called 
"Waiver of Subrogation Clause" as to Landlord.  Tenant hereby waives, releases 
and discharges Landlord, its agents and employees from all claims whatsoever 
arising out of loss, claim, expense or damage to or destruction covered or 
coverable by insurance required under this Article 10 notwithstanding that 
such loss, claim, expense or damage may have been caused by Landlord, its 
agents or employees, and Tenant agrees to look to the insurance coverage only 
in the event of such loss.

10.4	Indemnification by Tenant.  To the fullest extent allowed by law, 
Tenant shall at all times indemnify, protect, defend (with legal counsel 
acceptable to Landlord) and hold Landlord and Landlord's shareholders, 
officers, directors, partners, employees, lender, managing agent, successors 
and/or assigns (collectively, "Landlord's Indemnities") harmless against and 
from any and all claims, costs, liabilities, actions and damages (including, 
without limitation, attorneys' fees and costs and costs related to the 
enforcement of this indemnity provision) arising from or out of any occurrence 
in, upon or about the Premises or the occupancy or use by Tenant of the 
Premises, or the condition of the Premises or occasioned wholly or in part by 
any act or omission of Tenant, its agents, contractors, servants, tenants, 
invitees or licensees (collectively "Tenant's Agents") or arising from any act 
or negligence of Tenant or Tenant's Agents,  or a default by Tenant under this 
Lease or arising from any accident, injury or damage whatsoever caused to any 
person, or entity occurring during the Term of this Lease, in or about the 
Premises, and from and against all costs, attorney's fees, expenses and 
liabilities incurred in or about any such claim or action or proceeding 
brought thereon.  In case any action or proceeding be brought against Landlord 
by reason of any such claim, Tenant, upon notice from Landlord, covenants to 
defend such action or proceeding by counsel reasonably satisfactory to 
Landlord.  Landlord shall not be liable for injury or damage which may be 
sustained by a person, goods, wares, merchandise, or other property of Tenant, 
or Tenant's employees, invitees, customers, or of any other person in or about 
the Premises caused by or resulting from any peril which may affect the 
Premises, whether such damage or injury results from conditions arising upon 
the Premises or from other sources.    

	ARTICLE 11

	NO ASSIGNMENT OR  SUBLETTING

11.1	Restriction on Other Transfers.  Tenant shall not assign, 
mortgage, pledge, transfer, sublease or otherwise encumber or dispose of this 
Lease, or any interest therein, or in any manner assign, mortgage, pledge, 
transfer or otherwise encumber or dispose of its interest or estate in the 
Premises, or any portion thereof ("Transfer").

	ARTICLE 12

	INTENTIONALLY OMITTED


	ARTICLE 13

	CONDEMNATION

13.1	Condemnation of Entire Premises.  If, during the Term of this 
Lease, the entire Premises shall be taken as the result of the exercise of the 
power of eminent domain (hereinafter referred to as the "Proceedings"), this 
Lease shall terminate on the date of vesting of title pursuant to such 
Proceedings.  In any taking of the Premises, or any portion thereof, whether 
or not this Lease is terminated as in this Article provided, Tenant shall not 
be entitled to any portion of the award for the taking of the Premises, all 
such award, damages, consequential damages and compensation being hereby 
assigned to Landlord, and Tenant hereby waives any right it now has or may 
have under present or future law to receive any separate award of damages for 
its interest in the Premises, or any portion thereof, or its interest in this 
Lease, except that Tenant shall have, nevertheless, the limited right to prove 
in the Proceedings and to receive any award which may be made for damages to 
or condemnation of Tenant's movable trade fixtures and equipment, and for 
Tenant's relocation costs in connection therewith.


13.2	Partial Condemnation/Termination of Lease.  If, during the Term 
of this Lease, less than the entire Premises, but more than twenty-five 
percent (25%) of the Premises, shall be taken in any such Proceedings, this 
Lease shall, upon vesting of title in the Proceedings, terminate as to the 
portion of the Premises so taken, and Tenant or Landlord shall have the right 
to terminate this Lease if the business of Tenant conducted in the portion of 
the Premises taken cannot reasonably be carried on with substantially the same 
utility and efficiency in the remainder of the Premises.  Such termination as 
to the remainder of the Premises shall be effected by notice in writing given 
not more than sixty (60) days after the date of vesting of title in such 
Proceedings, and shall specify a date not more than sixty (60) days after the 
giving of such notice as the date for such termination.

13.3	Partial Condemnation/Continuation of Lease.  If twenty-five 
percent (25%), or less, of the Land, shall be taken in such Proceedings, this 
Lease shall, upon vesting of title in the Proceedings, terminate as to the 
parts so taken.  The net amount of the award (after deduction of all costs and 
expenses, including attorneys' fees), shall be held by Landlord and Tenant's 
Basic Rent shall be abated proportionately.

13.4	Continuance of Obligations.  In the event this Lease is not 
terminated, then from and after the date of vesting of title in such 
Proceedings, Tenant shall continue to pay the Basic Rent and Additional Rent 
and other charges payable hereunder, as in this Lease provided, to be paid by 
Tenant, subject to an abatement of a just and proportionate part of the Basic 
Rent according to the extent and nature of such taking as may be mutually 
agreed upon by Tenant and Landlord.  

13.5	Tenant's Waiver.  Tenant waives the protection of any statute, 
code or judicial decision which grants Tenant a right to terminate this Lease 
or to obtain any compensation other than that set forth in this Article in the 
event of a taking, including, but not limited to, California Code of Civil 
Procedure Section 1265.150 or any successor statute or law.  

	ARTICLE 14

	DEFAULTS; REMEDIES

14.1	Events of Default.  The occurrence of any of the following shall 
constitute a default and breach of this Lease by Tenant:

14.1.1	Intentionally Omitted

14.1.2	Failure to Pay.  If Tenant fails to pay such Rent or such 
charge as and when due where such failure continues for ten (10) days after 
written notice thereof by Landlord to Tenant; 

14.1.3	Failure to Perform.  If Tenant fails to perform any of 
Tenant's nonmonetary obligations under this Lease for a period of thirty (30) 
days after written notice from Landlord; provided that if more time is 
required to complete such performance, Tenant shall not be in default if 
Tenant commences such performance within the thirty (30)-day period and 
thereafter diligently pursues its completion.  However, Landlord shall not be 
required to give such notice if Tenant's failure to perform constitutes a 
non-curable breach of this Lease.  

14.1.4	Other Defaults.  (i) If Tenant makes a general assignment 
or general arrangement for the benefit of creditors; (ii) a petition for 
adjudication of bankruptcy or for reorganization or rearrangement is filed by 
or against Tenant and is not dismissed within thirty (30) days; (iii) if a 
trustee or receiver is appointed to take possession of substantially all of 
Tenant's assets located at the Premises or of Tenant's interest in the Lease 
and possession is not restored to Tenant within thirty (30) days; or (iv) if 
substantially all of Tenant's assets located at the Premises or of Tenant's 
interest in this Lease is subjected to attachment, execution or other judicial 
seizure which is not discharged within thirty (30) days.  If a court of 
competent jurisdiction determines that any of the acts described in this 
Subsection is not a default under this Lease, and a trustee is appointed to 
take possession (or if Tenant remains a debtor in possession) and such trustee 
or Tenant transfers Tenant's interest hereunder, then Landlord shall receive, 
as Additional Rent, the difference between the Rent (or any other 
consideration) paid in connection with such assignment or sublease and the 
Rent payable by Tenant hereunder.  

The notices required by this Section are intended to satisfy any and all 
notice requirements imposed by law on Landlord and are not in addition to any 
such requirement.

14.1.5	Remedies.  On the occurrence of any default by Tenant, 
Landlord may, at any time thereafter, with or without notice or demand and 
without limiting Landlord in the exercise of any right or remedy which 
Landlord may have:


(ai	Terminate Tenant's right to possession of the Premises 
at any time by any lawful means, in which case this Lease shall terminate and 
Tenant shall immediately surrender possession of the Premises to Landlord. 
 In such event, Landlord shall be entitled to recover from Tenant all damages 
incurred by Landlord by reason of Tenant's default, including without 
limitation (i) the worth at the time of the award of the unpaid Rent and other 
charges which Landlord had earned at the time of the termination; (ii) the 
worth at the time of the award of the amount by which the unpaid Basic Rent, 
Additional Rent and other charges which Landlord would have earned after 
termination until the time of the award exceeds the amount of such rental loss 
that Tenant proves Landlord could have reasonably avoided; (iii) the worth at 
the time of the award of the amount by which the unpaid Basic Rent, Additional 
Rent and other charges which Tenant would have paid for the balance of the 
Lease Term after the time of award exceeds the amount of such rental loss that 
Tenant proves Landlord could have reasonable avoided; and (iv) any other 
amount, including court costs necessary to compensate Landlord for all the 
detriment proximately caused by Tenant's failure to perform its obligations 
under the Lease or which in the ordinary course of things would be likely to 
result therefrom, including, but not limited to, any costs or expenses 
Landlord incurs in maintaining or preserving the Premises after such default, 
the cost of recovering possession of the Premises, expenses of reletting, 
including necessary repairs to the Premises and any real estate commission 
paid or payable; and Landlord's reasonable attorneys' fees incurred in 
connection therewith.  As used in subparts (i) and (ii) above, the "worth at 
the time of the award" is computed by allowing interest on unpaid amounts at 
the Maximum Rate of Interest, or such lesser amount as may then be the maximum 
lawful rate.  As used in subpart (iii) above, the "worth at the time of the 
award" is computed by discounting such amount at the discount rate of the 
Federal Reserve Bank of San Francisco at the time of the award, plus one 
percent (1%).  If Tenant has abandoned the Premises, Landlord shall have the 
option of (i) retaking possession of the Premises and recovering from Tenant 
the amount specified in this Paragraph 14.1.5(a), or (ii) proceeding under 
Paragraph 14.1.5(b) or (c);

(bi	Maintain Tenant's right to possession, in which case 
this Lease shall continue in effect whether or not Tenant has abandoned the 
Premises.  Landlord shall be entitled to enforce all of Landlord's rights and 
remedies under this Lease, including the right to recover the Rent as it 
becomes due.  The Landlord has the remedy described in California Civil Code 
Section 1951.4.  (Landlord may continue Lease in effect after Tenant's breach 
and abandonment and recover Rent as it becomes due, if Tenant has right to 
sublet or assign, subject only to reasonable limitations).  During the period 
Tenant is in default, Landlord may enter the Premises and relet them, or any 
part of them, to third parties for Tenant's account.  Tenant shall be liable 
immediately to Landlord for all costs Landlord incurs in reletting the 
Premises, including brokers' commissions, expenses of repairing the Premises 
required by the reletting, and like costs.  Reletting can be for a period 
shorter or longer than the remaining Term of this Lease.  Tenant shall pay to 
Landlord the Rent due under this Lease on the dates the Rent is due, less the 
Rent Landlord receives from reletting.  No act by Landlord allowed by this 
Section 14.1.5 will terminate this Lease unless Landlord notifies Tenant in 
writing that Landlord elects to terminate this Lease.  After Tenant's default 
and for so long as Landlord does not terminate Tenant's right to possession 
of the Premises, if Tenant obtains Landlord's consent, Tenant will have the 
right to assign or sublet its interest in this Lease, but Tenant will not be 
released from liability.  If Landlord elects to relet the Premises as provided 
in this Section 14.1.5, Rent that Landlord receives from reletting will be 
applied to the payment of: (i) first, any indebtedness from Tenant to Landlord 
other than Rent due from Tenant; (ii) second, all costs, including costs for 
maintenance, incurred by Landlord in reletting; and (iii) third, Rent due and 
unpaid under the Lease.  After deducting the payments referred to in this 
Section 14.1.5, any sum remaining from the Rent Landlord receives from 
reletting will be held by Landlord and applied in payment of future Rent as 
Rent becomes due under this Lease.  If, on the date Rent is due under this 
Lease, the Rent received from the reletting is less than the Rent due on that 
date, Tenant will pay to Landlord, in addition to the remaining Rent due, all 
costs, including for maintenance, Landlord incurred in reletting which remain 
after applying the Rent received from the reletting; and/or

(ci	Pursue any other remedy now or hereafter available to 
Landlord under the laws or judicial decisions of the state in which the 
Property is located.

14.1.6	Right of Landlord to Re-Enter.  In the event of any 
termination of this Lease, Landlord shall have the immediate right to enter 
upon and repossess the Premises, and any personal property or equipment of 
Tenant may be removed from the Premises and stored in any public warehouse at 
the risk and expense of Tenant.

14.1.7	Cumulative Remedies.  Landlord's exercise of any right or 
remedy shall not prevent it from exercising any other right or remedy.

14.2	Legal Costs.  Tenant shall reimburse Landlord, upon demand, for 
any reasonable costs or expenses incurred by Landlord in connection with any 
breach or default of Tenant under this Lease, whether or not suit is commenced 
or judgment entered.  Such costs shall include reasonable legal fees and costs 
incurred for the negotiation of a settlement, enforcement of rights or 
otherwise.  If an action is commenced between the parties relating to this 
Lease, the prevailing party shall be entitled to recover it attorneys' fees 
in accordance with Section 19.13 below.  Tenant shall also indemnify, protect, 
defend and hold Landlord harmless from all costs, expenses, demands and 
liability (including, without limitation, attorneys' fees and costs, including 
attorneys fees as a result of the enforcement of this indemnity) incurred by 
Landlord if Landlord becomes or is made a party to any claim or action (a) 
instituted by Tenant, or by any third party against Tenant, or by or against 
any person holding any interest under or using the Premises by license of or 
agreement with Tenant; (b) for foreclosure of any lien for labor or material 
furnished to or for Tenant or such other person; (c) otherwise arising out of 
or resulting from any act or transaction of Tenant or such other person; or 
(d) necessary to protect Landlord's interest under this Lease in a bankruptcy 
proceeding, or other proceeding under Title 11 of the United States Code, as 
amended.  Tenant shall defend Landlord against any such claim or action at 
Tenant's expense with counsel reasonably acceptable to Landlord or, at 
Landlord's election, Tenant shall reimburse Landlord for any legal fees or 
costs incurred by Landlord in any such claim or action.


14.3	No Waiver.  No failure by Landlord or by Tenant to insist upon the 
performance of any of the terms of this Lease or to exercise any right or 
remedy consequent upon a breach thereof, and no acceptance by Landlord of full 
or partial rent from Tenant or any third party during the continuance of any 
such breach, shall constitute a waiver of any such breach or of any of the 
terms of this Lease.  None of the terms of this Lease to be kept, observed or 
performed by Landlord or by Tenant, and no breach thereof, shall be waived, 
altered or modified except by a written instrument executed by Landlord and/or 
by Tenant, as the case may be.  No waiver of any default of Tenant shall be 
implied from any omission by Landlord to take any action on account of such 
default.  One or more waivers by Landlord shall not be construed as a waiver 
of a subsequent breach of the same covenant, term or condition.  No statement 
on a payment check from Tenant or in a letter accompanying a payment check 
shall be binding on Landlord.  Landlord may, with or without notice to Tenant, 
negotiate such check without being bound to the conditions of such statement.

14.4	Waiver by Tenant.  Tenant hereby waives all claims by Landlord's 
re-entering and taking possession of the Premises and removing and storing the 
property of Tenant as permitted under this Lease and will save Landlord 
harmless from all losses, costs or damages occasioned Landlord thereby.  No 
such reentry shall be considered or construed to be a forcible entry by 
Landlord.  Tenant hereby expressly waives any and all rights of redemption 
granted by or under any present or future laws in the event of Tenant being 
evicted or dispossessed for any cause, or in the event of Landlord obtaining 
possession of the Premises, by reason of the violation by Tenant of any of the 
covenants or conditions of this Lease, or otherwise.

14.5	Default by Landlord.  Landlord shall not be in default unless 
Landlord fails to perform obligations required of Landlord within thirty (30) 
days after written notice by Tenant to Landlord 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 Tenant in writing, specifying wherein 
Landlord has failed to perform such obligation; provided, however, that if the 
nature of Landlord's obligation is such that more than thirty (30) days are 
required for performance, then Landlord shall not be in default if Landlord 
commences performance within such thirty (30) day period and thereafter 
diligently prosecutes the same to completion.

	ARTICLE 15

	PROTECTION OF CREDITORS

15.1	Subordination.  This Lease and all rights of Tenant therein, and 
all interest or estate of Tenant in the Premises, or any portion thereof, 
shall be subject and subordinate to the lien of any mortgage, deed of trust, 
or other document of like nature ("Mortgage"), which at any time may be placed 
upon the Premises, or any portion thereof, by Landlord, and to any 
replacements, renewals, amendments, modifications, extensions or refinancing 
thereof, and to each and every advance made under any Mortgage.  Tenant agrees 
at any time hereafter, and from time to time on demand of Landlord, to execute 
and deliver to Landlord any instruments, releases or other documents that may 
be reasonably required for the purpose of subjecting and subordinating this 
Lease to the lien of any such Mortgage.  It is agreed, nevertheless, that so 
long as Tenant is not in default in the payment of Basic Rent and Additional 
Rent and the performance and observance of all covenants, conditions, 
provisions, terms and agreements to be performed and observed by Tenant under 
this Lease, that such subordination agreement or other instrument, release or 
document shall not interfere with, hinder or molest Tenant's right to quiet 
enjoyment under this Lease, nor the right of Tenant to continue to occupy the 
Premises, and all portions thereof, and to conduct its business thereon in 
accordance with the covenants, conditions, provisions, terms and agreements 
of this Lease.  The lien of any such Mortgage shall not cover Tenant's trade 
fixtures or other personal property located in or on the Premises.  
15.2	Attornment.  If Landlord's interest in the Premises is acquired 
by any beneficiary under a deed of trust, mortgagee, or purchaser at a 
foreclosure sale or by any new person or entity as a result of any transfer 
by Landlord, Tenant shall attorn to the transferee of or successor to 
Landlord's interest in the Premises and recognize such transferee or successor 
as Landlord under this Lease.  Tenant waives the protection of any statute or 
rule of law which gives or purports to give Tenant any right to terminate this 
Lease or surrender possession of the Premises upon the transfer of Landlord's 
interest.

15.3	Estoppel Certificates.

15.3.1	Within ten (10) business days after Landlord's written 
request, Tenant shall execute, acknowledge  and deliver to Landlord a written 
statement certifying:  (i) that this Lease (and all guaranties, if any) is 
unmodified and in full force and effect (or, if there have been any 
modifications, that the same is in full force and effect, as modified, and 
stating the modifications); (ii) that this Lease has not been canceled or 
terminated; (iii) the last date of payment of the Basic Rent and other charges 
and the time period covered by such payment; (iv) whether or not there are 
then existing any breaches or defaults by such party or the other party known 
by such party under this Lease, and specifying such breach or default, if any, 
or any setoffs or defenses against the enforcement of any such breach of this 
Lease (or of any guaranties) upon the part of Landlord or Tenant (or any 
guarantor), as the case may be, to be performed or complied with (and, if so, 
specifying the same and the steps being taken to remedy the same) and (v) such 
other statements as required by Landlord, or any lender or prospective lender, 
investor or purchaser.  Tenant shall deliver such statement to Landlord within 
ten (10) business days after Landlord's request.  Any such statement by Tenant 
may be given by Landlord to any prospective purchaser or encumbrancer of the 
Premises.  Such purchaser or encumbrancer may rely conclusively upon such 
statement as true and correct.

15.3.2	If Tenant does not deliver such statement to Landlord 
within such ten (10) business day period, (i) Tenant irrevocably constitutes 
and appoints Landlord as its special attorney-in-fact to execute and deliver 
the certificate to any third party and (ii) such failure shall constitute a 
default under this Lease entitling Landlord to terminate this Lease.  Further, 
Landlord, and any prospective purchaser or encumbrancer, may conclusively 
presume and rely upon the following facts:  (i) that the terms and provisions 
of this Lease have not been changed except as otherwise represented by 
Landlord; (ii) that this Lease has not been canceled or terminated except as 
otherwise represented by Landlord; (iii) that not more than one month's Basic 
Monthly Rent or other charges have been paid in advance; and (iv) that 
Landlord is not in default under this Lease.  In such event, Tenant shall be 
estopped from denying the truth of such facts.  

15.4	Mortgagee Protection Clause.  Tenant agrees to give any mortgagees 
and/or trust deed holders, by registered mail, a copy of any notice of 
default, served upon the Landlord, provided that prior to such notice Tenant 
has been notified in writing (by way of Notice of Assignment of Rents and 
Leases, or otherwise) of the addresses of such mortgagees and/or trust deed 
holders. Tenant further agrees that if Landlord shall have failed to cure such 
default within the time provided for in this Lease, then the mortgagees and/or 
trust deed holders shall have an additional thirty days (30) within which to 
cure such default or if such default cannot be cured within that time, then 
such additional time as may be necessary if within such thirty days (30) any 
mortgagee and/or trust deed holder has commenced and is diligently pursuing 
the remedies necessary to cure such default  (including but not limited to 
commencement of foreclosure proceedings if necessary to effect such cure), in 
which event this Lease shall not be terminated while such remedies are being 
so diligently pursued.  

	ARTICLE 16

	TERMINATION OF LEASE

16.1	Surrender of Premises.  At the expiration of the Term of this 
Lease or earlier termination of this Lease, Tenant shall surrender the 
Premises in the same condition as the same were in upon delivery of possession 
thereto at the Commencement Date of the term of this Lease, reasonable wear 
and tear excepted.  Tenant shall at such time remove all of its property 
therefrom and all equipment, alterations and improvements placed thereon by 
Tenant.  Tenant shall repair any damage to the Premises caused by such 
removal, and any and all such property not so removed shall, at Landlord's 
option, become the exclusive property of Landlord or be disposed of by 
Landlord, at Tenant's cost and expense, without further notice to or demand 
upon Tenant.  If the Premises be not surrendered as above set forth, Tenant 
shall indemnify, protect, defend and hold Landlord harmless against loss or 
liability resulting from the delay by Tenant in so surrendering the Premises, 
including, without limitation, any claim made by any succeeding occupant 
founded on such delay.  All property of Tenant not removed within thirty (30) 
days after the last day of the Term of this Lease shall be deemed abandoned. 
 Tenant hereby appoints Landlord its agent to remove, at Tenant's cost, all 
property of Tenant from the Premises upon termination of this Lease and to 
cause its transportation and storage for Tenant's benefit, all at the sole 
cost and risk of Tenant and Landlord shall not be liable for damage, theft, 
misappropriation or loss thereof and Landlord shall not be liable in any 
manner in respect thereto.

16.2	Holding Over.  If Tenant remains in possession of the Premises 
after expiration of the Lease Term or earlier termination of this Lease, such 
occupancy shall be deemed to be a tenancy at sufferance, subject to all the 
provisions, conditions and obligations of this Lease, except that Basic Rent 
shall be escalated to two hundred percent (200%) of the previous Basic Rent. 
 In addition, Tenant shall indemnify, defend and hold Landlord harmless from 
any and all claims, losses, damages, costs and expenses (including reasonable 
attorneys' fees and costs), incurred by Landlord in connection with any 
holdover by Tenant, including any claims, losses or damages relating to any 
prospective tenant of the Premises.

	ARTICLE 17

	MISCELLANEOUS PROVISIONS

17.1	Notices.  All notices, demands and requests which may be or are 
required to be given, demanded or requested by either party to the other shall 
be in writing.  All notices, demands and requests shall be sent by United 
States registered or certified mail, postage prepaid or by an independent 
overnight courier service, addressed at the addresses specified in the Basic 
Terms or at such other place as either party may designate to the other party 
by written notice.  Notices, demands and requests which shall be served upon 
Landlord by Tenant, or upon Tenant by Landlord, in the manner aforesaid, shall 
be deemed to be sufficiently served or given for all purposes hereunder three 
(3) business days after being mailed for delivery within the United States, 
or one (1) business day after being sent by overnight courier.


17.2	Landlord's Continuing Obligations.  The term "Landlord," as used 
in this Lease so far as covenants or obligations on the part of Landlord are 
concerned, shall be limited to mean and include only the owner or owners at 
the time in question of the fee of the Premises, and in the event of any 
transfer or transfers or conveyance the then grantor shall be automatically 
freed and relieved from and after the date of such transfer or conveyance of 
all liability as respects the performance of any covenants or obligations on 
the part of Landlord contained in this Lease arising thereafter to be 
performed, provided that any funds in the hands of such landlord or the then 
grantor at the time of such transfer, in which Tenant has an interest, shall 
be turned over to the grantee, and any amount then due and payable to Tenant 
by Landlord or the then grantor under any provision of this Lease shall be 
paid to Tenant.

17.3	Net Lease.  Landlord and Tenant do each state and represent that 
it is the intention of each of them that all Basic Rent and Additional Rent 
shall be paid by Tenant to Landlord without abatement, deduction, diminution, 
deferment, suspension, reduction or setoff, and the obligations of Tenant 
shall not be affected by reason of damage to Premises; nor shall the 
obligations of Tenant be affected by reason of any condemnation, eminent 
domain or like proceedings (except as provided in Article 13 hereof); nor 
shall the obligations of Tenant be affected by reason of any other cause 
whether similar or dissimilar to the foregoing or by any laws or customs to 
the contrary.

17.4	Successors.  The covenants and agreements herein contained shall 
bind and inure to the benefit of Landlord, its successors and assigns, and 
Tenant and its permitted successors and assigns.

17.5	Memorandum of Lease.  Upon not less than ten (10) days prior 
written request by Landlord, Tenant agrees to execute and deliver to Landlord 
a Memorandum of Lease, in recordable form, setting forth the following:  (a) 
the date of this Lease; (b) the parties to this Lease; (c) the term of this 
Lease; (d) the legal description of the Premises; and (e) such other matters 
reasonably requested by Landlord to be stated therein.

17.6	Captions and Interpretation.  The captions of the Articles or 
Sections of this Lease are to assist the parties in reading this Lease and are 
not a part of the terms or provisions of this Lease.  Whenever required by the 
context of this Lease, the singular shall include the plural and the plural 
shall include the singular.  The masculine, feminine and neuter genders shall 
each include the other.  In any provision relating to the conduct, acts or 
omissions of Tenant, the term "Tenant" shall include Tenant's agents, 
employees, contractors, invitees, successors or others using the Premises with 
Tenant's expressed or implied permission.

17.7	Relationship of Parties.  This Lease does not create the 
relationship of principal and agent, or of partnership, joint venture, or of 
any association or relationship between Landlord and Tenant, the sole 
relationship between Landlord and Tenant being that of landlord and tenant.

17.8	Entire Agreement.  Any exhibits, addenda and schedules attached 
hereto shall be incorporated herein as though fully set forth herein.  All 
preliminary and contemporaneous negotiations are merged into and incorporated 
in this Lease.  This Lease Agreement together with the Exhibits contains the 
entire agreement between the parties.  No subsequent alteration, amendment, 
change or addition to this Lease shall be binding upon Landlord or Tenant 
unless reduced to writing and signed by the party to be charged with their 
performance.

17.9	Severability.  If any covenant, condition, provision, term or 
agreement of this Lease shall, to any extent, be held invalid or 
unenforceable, the remaining covenants, conditions, provisions, terms and 
agreements of this Lease shall not be affected thereby, but each covenant, 
condition, provision, term or agreement of this Lease shall be valid and in 
force to the fullest extent permitted by law.

17.10	Landlord's Limited Liability.  Tenant agrees to look solely to 
Landlord's interest in the Premises for recovery of any judgment from 
Landlord, it being agreed that Landlord (and if Landlord is a partnership, its 
partners, whether general or limited, and if Landlord is a corporation, its 
directors, officers or shareholders) shall never be personally liable for any 
personal judgment or deficiency decree or judgment against it.  

17.11	Transfer of Landlord's Interest.   Should Landlord sell, exchange 
or assign this Lease (other than a conditional assignment as security for a 
loan), then Landlord, as transferor, shall be relieved of any and all 
obligations on the part of Landlord accruing under this Lease from and after 
the date of the transfer and the express assumption of such obligations by the 
assignee.  If any security deposit or prepaid rent has been paid by Tenant, 
Landlord may transfer the security deposit or prepaid rent to Landlord's 
successor and on such transfer Landlord shall be discharged from any further 
liability with respect to the security deposit or prepaid rent. 

17.12	Survival.  All obligations (together with interest or money 
obligations at the Maximum Rate of Interest) accruing prior to expiration of 
the Term of this Lease shall survive the expiration or other termination of 
this Lease.

17.13	Attorneys' Fees.  In the event of any litigation or judicial 
action in connection with this Lease or the enforcement thereof or the 
enforcement of any indemnity obligation hereunder, the prevailing party in any 
such litigation or judicial action shall be entitled to recover all costs and 
expenses of any such judicial action or litigation (including, but not limited 
to, reasonable attorneys' fees, costs and expenditures fees) from the other 
party.  Tenant shall pay Landlord's reasonable attorneys' fees incurred in 
connection with Tenant's request for Landlord's consent under any provision 
of this Lease or in connection with any act which Tenant proposes to do and 
which requires Landlord's consent.


17.14	Broker.  Each party represents to the other party that no other 
broker has negotiated or participated in negotiations of this Lease or is 
entitled to any commission in connection therewith.  Each party shall 
indemnify and hold the other harmless from and against any and all 
commissions, fees and expenses and all claims therefor by any broker, salesman 
or other party in connection with or arising out of such party's actions in 
entering into this Lease.

17.15	Governing Law.  This Lease shall be governed by the laws of the 
State of California.  All covenants, conditions and agreements of Tenant 
arising hereunder shall be performable in the county wherein the Premises are 
located.  Any suit arising from or relating to this Lease shall be brought in 
the county wherein the Premises are located, and the parties hereto waive the 
right to be sued elsewhere.

17.16	Time is of the Essence.  Time is of the essence with respect to 
the performance of every provision of this Lease in which time of performance 
is a factor.

17.17	Joint and Several Liability.  All parties signing this Lease as 
Tenant shall be jointly and severally liable for all obligations of Tenant.

17.18	Tenant's Waiver.  Notwithstanding anything to the contrary 
contained herein, any claim which Tenant may have against Landlord for default 
in performance of any of the obligations herein contained to be kept and 
performed by Landlord shall be deemed waived unless such claim is asserted by 
written notice thereof to Landlord within ten (10) days of commencement of the 
alleged default or of accrual of the cause of action and unless suit be 
brought thereon within six (6) months subsequent to the accrual of such cause 
of action.  Furthermore, Tenant agrees to look solely to Landlord's interest 
in the Premises for the recovery of any judgment from Landlord, it being 
agreed that Landlord, or if Landlord is a partnership, its partners whether 
general or limited, or if Landlord is a corporation, its directors, officers 
or shareholders, shall never be personally liable for any such judgment.

17.19	Delivery of Corporate Documents.  In the event that Tenant is a 
corporation, Tenant shall, without charge to Landlord, at any time and from 
time to time within ten (10) days after written request by Landlord, deliver 
to Landlord, in connection with any proposed sale or mortgage of the Premises, 
the following instruments and documents:

(a)	Certificate of Good Standing in the state of incorporation 
of Tenant and in the state in which the Premises are 
located issued by the appropriate state authority and 
bearing a current date;

(b)	A copy of Tenant's articles of incorporation and bylaws, 
and any amendments or modifications thereof certified by 
the secretary or assistant secretary of Tenant.

17.20	Provisions are Covenants and Conditions.  All provisions, whether 
covenants or conditions, on the part of the Landlord, or on the part of 
Tenant, shall be deemed to be both covenants and conditions.

17.21	Business Days. As used herein, the term "business days" shall mean 
any day which is not a Saturday, Sunday or a legal holiday in the State of 
California. 

17.22	Force Majeure.  If Landlord shall be delayed or prevented from the 
performance of any act required hereunder by reason of acts of God, strikes, 
lockouts, labor troubles, inability to procure materials, inclement weather, 
respect of governmental laws or regulations, or by reason of any order or 
direct of any legislative, administrative or judicial body, or any government 
department, or by reason of not being able to obtain any licenses, permissions 
or authorities required therefor, or other causes without fault or beyond the 
reasonable control of Landlord, performance of such acts by Landlord shall be 
excused for the period of the delay and the period of the performance of any 
such acts shall be extended for a period equivalent to the period of such 
delay and Landlord shall not be responsible for any costs or expenses incurred 
by Tenant or any other party as a result of such delay.  (Herein such delays 
are sometimes referred to as "Force Majeure").

17.23	Submission of Lease.  Submission of this instrument for 
examination or signature by Tenant does not constitute a reservation of or an 
option for lease, and it is not effective as a lease or otherwise until 
execution and delivery by both Landlord and Tenant.

	[Remainder of Page Intentionally Left Blank]

17.24	Tenant's Financial Condition.  Prior to the Effective Date, and 
within fifteen (15) days after written request from Landlord (so long as 
Landlord has a reasonable basis for requesting such information based upon 
Tenant's financial condition), Tenant shall deliver to Landlord financial 
statements prepared in accordance with generally accepted accounting 
principles consistently applied ("GAAP") as are reasonably required by 
Landlord to verify the net worth of Tenant, or any assignee, subtenant, or 
guarantor of Tenant; provided that Lessee shall not be required to provide any 
information that would constitute a violation of the rules and regulations of 
the Securities Exchange Commission.  In addition, Tenant shall deliver to any 
lender or proposed purchaser of the Premises or Project or any portion thereof 
designated by Landlord any financial statements prepared in accordance with 
GAAP required by any lender or purchaser to facilitate the sale, financing or 
refinancing of the Premises or Project or any portion thereof.  Tenant 
represents and warrants to Landlord that (a) each such financial statement is 
a true and accurate statement as of the date of such statement; and (b) at all 
times after the date of any such statement during the Lease Term or any 
extension thereof, Tenant's net worth, as stated therein, shall not be 
reduced.  All financial statements shall be confidential and shall be used 
only for the purposes set forth herein.  Each such financial statement shall 
be executed by Tenant and shall, if requested by Landlord, be certified by 
Tenant to be true and correct. 

Landlord and Tenant have signed this Lease at the place and on the dates 
specified adjacent to their signatures below and have initialed all Exhibits 
and Addenda which are attached to or incorporated by reference in this Lease.

Dated:_____________________	LANDLORD:

OPUS WEST CORPORATION, a Minnesota 
corporation


By:	
Thomas W. Roberts, President


Dated:_____________________	TENANT:

RPM Transportation, Inc., a 
California corporation


By:	
Name:	
Title:	


By:	
Name:	
Title:	


	EXHIBIT "A"
	PREMISES


	[To Be Attached]




	FIRST AMENDMENT TO
	LEASE AGREEMENT

THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made as of 
__________, 1998, by and between PETCO ANIMAL SUPPLIES, INC., a Delaware 
corporation ("Tenant"), and OPUS WEST CORPORATION, a Minnesota corporation 
("Landlord"), with reference to the facts set forth below.

	RECITALS

A.	Landlord and Tenant entered into that certain Lease Agreement 
dated as of November 24, 1997 ("Lease Agreement"), pursuant to which Tenant 
leased from Landlord certain real property identified in Exhibit "A" to the 
Lease Agreement ("Premises") and pursuant to which Landlord granted Tenant an 
option ("Expansion Option") to expand the Premises to include space to be 
constructed on  land adjacent to the Premises, which land is described on 
Exhibit "A-1" to the Lease ("Expansion Land"). 

B.	Buyer and Seller now desire to enter into this First Amendment to 
amend the terms of the Lease Agreement with respect to the Expansion Option. 

NOW, THEREFORE, in consideration of the Recitals set forth above, and 
for other good and valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, the parties agree as set forth below.

1. Defined Terms.  Any capitalized term not otherwise defined herein 
shall have the same meaning as set forth in the Lease Agreement.

2. Expansion Space Lease.  The Lease Agreement shall be amended to 
provide that Landlord and Tenant acknowledge and agree that Landlord may enter 
into a lease agreement with R.P.M. Transportation, Inc., a California 
corporation ("RPM") under which Landlord would Lease the Expansion Space to 
RPM, commencing on January 1, 1998 for a term of one (1) year followed by a 
month to month tenancy, which month to month tenancy would be terminable upon 
ninety (90) days prior written notice from Landlord or RPM, in substantially 
the form of the lease attached hereto as Attachment "1" ("Expansion Space 
Lease").  Landlord and Tenant further acknowledge and agree that 
notwithstanding anything to the contrary contained in the Lease Agreement or 
the Expansion Space Lease:  (a) Landlord would be entitled to receive one 
hundred percent of the rent under the Expansion Space Lease until such time 
as Tenant's obligation to pay Basic Rent commences under the Lease Agreement 
(i.e. two (2) calendar months following commencement of the Initial Term of 
the Lease Agreement); (b) Thereafter, Landlord and Tenant agree to enter into 
an assignment of the Expansion Space Lease in form of Attachment "2" attached 
hereto and incorporated, under which Tenant would upon execution of such 
assignment be entitled to collect all of the Basic Rent under the Expansion 
Space  Lease and Tenant would assume all of Landlord's obligations thereunder; 
(c) Tenant agrees to refrain from exercising its Expansion Option until after 
December 31, 1998; (d) Tenant, in exercising its Expansion Option, must 
deliver its Notice of Exercise at least twelve (12) months prior to the 
desired occupancy date for the Premises; and (e) in the event that RPM fails 
to vacate the Premises as and when required after receipt of termination 
notice from Landlord pursuant to the terms of the Expansion Space Lease, then 
the deadline for delivery of the Expansion Space by Landlord (i.e. the Desired 
Occupancy Date) under Article 18 of the Lease Agreement would be extended, on 
a day for day basis one (1) day for each day that RPM fails to timely vacate 
the Premises in accordance with the terms of the Expansion Space Lease.

3. Counterparts.  This First Amendment may be executed in 
counterparts, each of which, when taken together shall constitute fully 
executed originals.  

4. Full Force and Effect.  Except as amended hereby, the Lease 
Agreement is in full force and effect between the parties.

IN WITNESS WHEREOF, this First Amendment has been made and executed as 
of the date first above.

Dated:_____________________	LANDLORD:

OPUS WEST CORPORATION, a Minnesota 
corporation

By:	
Name:  Thomas W. Roberts
Title: President

Dated:_____________________	TENANT:

PETCO ANIMAL SUPPLIES, INC., a 
Delaware corporation

By:	
Name:	
Title:	

By:	
Name:	
Title:	

	Attachment "1"

	Expansion Space Lease

	[To Be Attached]

	Attachment "2"

	Assignment and Assumption of Lease

	[To Be Attached]





	ATTACHMENT 2

	ASSIGNMENT AND ASSUMPTION OF LEASE


THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the "Assignment") is made as 
of _________________, 199__, by and between OPUS WEST CORPORATION, a Minnesota 
corporation ("Assignor"), and PETCO ANIMAL SUPPLIES, INC., a Delaware 
corporation ("Assignee"), with reference to the facts set forth below.

	RECITALS

A.	Pursuant to that certain Lease Agreement between Assignor and 
Assignee dated as of November 24, 1997, as amended by that certain First 
Amendment to Lease Agreement dated as of ____________, 1998 (collectively, 
"Petco Lease"), Assignee has an option to expand Assignee's premises under the 
Petco Lease into space to be constructed on  that certain real property owned 
by Assignor and more particularly described on Schedule "1" attached hereto 
and incorporated herein (the "Expansion Property").    

B.	Assignor has also entered into that certain Ground Lease Agreement 
with R.P.M. Transportation, Inc., a California corporation ("RPM") dated as 
of _______, 1998 ("RPM Lease"), pursuant to which Assignor has leased the 
Expansion Property to RPM on the terms and conditions set forth in the RPM 
Lease. 

C.	As of the Effective Date of this Assignment, Assignee has 
commenced to pay rent to Assignor under the  Petco Lease and pursuant to the 
terms of the Petco Lease, Assignor and Assignee have agreed that upon the 
commencement of the payment of Basic Rent (exclusive of the initial two month 
free rent period) under the Petco Lease, (i) Assignor would (a) exclusively 
assign the right to collect Basic Rent under the RPM Lease from Assignor to 
Assignee and (b) non exclusively assign Assignor's other rights under the RPM 
Lease as the landlord to Assignee and (ii) Assignee would assume all of 
Assignor's obligations under the RPM Lease.

NOW, THEREFORE, in consideration of the recitals set forth above and for 
other good and valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged, Assignor and Assignee agree as set forth below.

1.	Assignment by Assignor.  Commencing on the Effective Date of this 
Assignment, Assignor hereby non-exclusively assigns and transfers to Assignee 
the right to enforce all of the provisions of the RPM Lease against RPM, as 
if Assignee were the Landlord; provided that, except for the exclusive 
assignment set forth below,  as the owner of the Expansion Property, Assignor 
shall also be entitled to enforce the rights of  the landlord under the RPM 
Lease as against RPM.  Assignor hereby exclusively assigns and transfers to 
Assignee all of its right, title and interest in and to the Basic Rent under 
the RPM Lease commencing on the Effective Date of this Assignment.

2.	Acceptance of Assignment.  Assignee hereby accepts the assignment 
of the RPM Lease as set forth above and assumes and agrees to keep, perform 
and fulfill all of the duties, covenants, provisions, conditions and 
obligations of the landlord under the RPM Lease which shall arise or be 
incurred or are related to events occurring from and after the date hereof. 

3.	Indemnification by Assignor.  Assignor indemnifies, defends, 
protects and holds harmless Assignee and Assignee's employees, partners, 
directors, officers, affiliates, subsidiaries, shareholders, agents and 
representatives from any and all liabilities, claims, damages, costs or 
expenses (including reasonable attorneys' fees) arising under the RPM as a 
result of any obligations and duties of the landlord thereunder arising prior 
to the date hereof.


4.	Indemnification by Assignee.  Assignee indemnifies, defends, 
protects and holds harmless Assignor and Assignor's employees, partners, 
directors, officers, affiliates, subsidiaries, shareholders, agents and 
representatives from any and all liabilities, claims, damages, costs or 
expenses (including reasonable attorneys' fees) as a result of any obligations 
and duties of the landlord thereunder which shall arise or be incurred or are 
related to events occurring from and after the date hereof.

5.	Successors and Assigns.  This Assignment shall be binding upon and 
inure to the benefit of the parties hereto and their successors and assigns.

6.	Authority.  Each of the parties signing this Assignment hereby 
warrants and represents that it has the full legal power, authority and right 
to execute, deliver and perform the obligations under this Assignment, that 
this Assignment has been duly authorized by all requisite actions on the part 
of such warranting party, and that no remaining action or third party action 
is required to make this Assignment binding upon such party.

7.	Governing Law.  This Assignment shall be construed and enforced 
in accordance with the laws of the State of California.

8.	Attorneys' Fees.  If either party commences litigation against the 
other for the specific performance of this Assignment, the interpretation of 
this Assignment, for damages for the breach hereof or otherwise for 
enforcement of any remedy hereunder, the parties hereto agree, in the event 
of any such commencement of litigation, the prevailing party shall be entitled 
to recover from the other party such costs and reasonable attorneys' fees as 
may have been incurred.  Any attorneys' fees incurred in enforcing any right 
of indemnity set forth in this Assignment shall be recoverable and deemed to 
be within the scope of such indemnity and/or this attorneys' fees provision.

9.	Counterparts.  This Assignment may be executed in any number of 
counterparts, each of which, when so executed and when delivered, shall be an 
original, but all such counterparts shall together constitute but one and the 
same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment as 
of the day and year first set forth above.

ASSIGNOR:

OPUS  WEST CORPORATION, a Minnesota 
corporation


By:	__________________________________
Thomas W. Robert, President


ASSIGNEE:

PETCO ANIMAL SUPPLIES, INC.,
a Delaware corporation


By:	__________________________________
Name:	__________________________________
Title:
	__________________________________

By:	__________________________________
Name:	__________________________________
Title:
	__________________________________




	SCHEDULE 1

	LEGAL DESCRIPTION OF THE PROPERTY



	[To be completed with final legal description.]



AGREEMENT FOR PAYMENT OF RENT

This Agreement for Payment of Rent ("Agreement"), dated as of November 
__, 1997 ("Effective Date"), is made by and between Opus West Corporation, a 
Minnesota corporation ("Landlord") and Petco Animal Supplies, Inc., a Delaware 
corporation ("Tenant").

	RECITALS

1. Landlord and Tenant have entered into that certain Lease Agreement 
("New Lease"), dated as of November __, 1997, pursuant to which Tenant agreed 
to lease certain real property identified in Exhibit A to the New Lease ("New 
Premises").  

2. Tenant has an existing lease ("Previous Lease") for that certain 
property located at 10401 Seventh Street, Rancho Cucamonga ("Previous 
Premises"), pursuant to which Tenant is obligated to pay rent ("Previous Lease 
Rent Obligations").  The Previous Lease expires on May 31, 1999 ("Previous 
Lease Expiration Date").

3. In connection with the New Lease, Landlord and Tenant desire to 
enter into this separate Agreement pursuant to which Landlord shall reimburse 
Tenant for certain of Tenant's Previous Lease Rent Obligations, subject to the 
following terms and conditions.   

NOW, THEREFORE, in consideration of the mutual covenants contained 
herein, and for other good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, Landlord and Tenant agree as 
follows:

OPERATIVE PROVISIONS

1. Defined Terms.  Any capitalized term not otherwise defined herein 
shall have the same meaning as set forth in the New Lease.

2. Payment of Rent Obligations.  Subject to the conditions precedent 
set forth in Section 4 below, commencing on the Delivery Date of the New 
Premises (as defined in the New Lease) and continuing until the earlier of (a) 
the Previous Lease Expiration Date or (b) the earlier termination of Tenant's 
obligation to pay the Previous Rent Obligation under the Previous Lease, on 
the first day of each month Landlord shall make monthly payments to Tenant in 
the amount of Fifty-Six Thousand Two Hundred One and No/100 Dollars 
($56,201.00) ("Landlord's Payment") as an offset to Tenant's Previous Lease 
Rent Obligations.  Landlord's Payment for any partial month shall be prorated 
based on the number of days within such calendar month and paid with the next 
Landlord's Payment.  In the event that the Landlord fails to timely make any 
required Landlord's Payment, Tenant may deliver to Landlord a reminder notice 
("Reminder Notice").  If Landlord fails to pay the required Landlord's Payment 
within twenty (20) days of receipt of the Reminder Notice, Tenant shall be 
entitled to deduct the required Landlord's Payment from Tenants next monthly 
installment of Basic Rent under the New Lease.

3. Subletting of  Previous Premises.  

3.1 Tenant shall use good faith efforts to sublet the Previous 
Premises.

3.2 Landlord shall have the right, but not the obligation, to 
assist Tenant in subletting the Previous Premises.  In the event Landlord 
exercises its right to assist Tenant in subletting the Previous Premises, 
Tenant shall cooperate in good faith with Landlord in the effort to sublet the 
Previous Premises.

3.3 In the event all or any portion of the Previous Premises is 
sublet, Landlord and Tenant shall share equally any monies derived as a result 
of the sublease.


4. Conditions Precedent.  The obligations of Landlord and Tenant 
contained in this Agreement shall be contingent upon Tenant's prior acceptance 
of the New Premises from Landlord and delivery to Landlord of the Delivery 
Date Acknowledgment and Commencement Date Acknowledgment and (b) that there 
shall not have occurred any event of default by Tenant under the New Lease or 
this Agreement.  

5. Miscellaneous Provisions.

5.1 Successors.  The covenants and agreements herein contained 
shall bind and inure to the benefit of Landlord, its successors and assigns, 
and Tenant and its permitted successors and assigns.

5.2 Captions and Interpretation.  The captions of this Agreement 
are to assist the parties in reading this Agreement and are not a part of the 
terms or provisions of this Agreement.  Whenever required by the context of 
this Agreement, the singular shall include the plural and the plural shall 
include the singular.  The masculine, feminine and neuter genders shall each 
include the other.  In any provision relating to the conduct, acts or 
omissions of Tenant, the term "Tenant" shall include Tenant's agents, 
employees, contractors, invitees, successors or others using the New Premises 
with Tenant's expressed or implied permission.

5.3 Entire Agreement.  All preliminary and contemporaneous 
negotiations are merged into and incorporated in this Agreement.  This 
Agreement contains the entire agreement between the parties.  No subsequent 
alteration, amendment, change or addition to this Agreement shall be binding 
upon Landlord or Tenant unless reduced to writing and signed by the party to 
be charged with their performance.

5.4 Severability.  If any covenant, condition, provision, term 
or agreement of this Agreement shall, to any extent, be held invalid or 
unenforceable, the remaining covenants, conditions, provisions, terms and 
agreements of this Agreement shall not be affected thereby, but each covenant, 
condition, provision, term or agreement of this Agreement shall be valid and 
in force to the fullest extent permitted by law.

5.5 Governing Law.  This Agreement shall be governed by the laws 
of the State of California. 

	[Remainder of Page Intentionally Left Blank]

5.6 Counterparts.  This Agreement may be executed in 
counterparts, which when taken together shall constitute a fully executed 
original.

Landlord and Tenant have signed this Agreement on the dates specified 
adjacent to their signatures below.



Dated:_____________________	LANDLORD:

OPUS WEST CORPORATION, a Minnesota 
corporation


By:	
Name:  Thomas W. Roberts
Title: President

Dated:_____________________	TENANT:

PETCO ANIMAL SUPPLIES, INC., a 
Delaware corporation


By:	
Name:	
Title:	


By:	
Name:	
Title:	

	LEASE AGREEMENT

	FORM

	OPUS WEST CORPORATION,
	a Minnesota corporation ("Landlord")





	PETCO ANIMAL SUPPLIES, INC.,
	a Delaware corporation ("Tenant")



	Dated:  November __, 1997









||	TABLE OF CONTENTS

	Page

ARTICLE 1	LEASE OF PREMISES AND LEASE TERM	4
1.1	Premises	4
1.2	Term of Lease	4
1.2.1	Acknowledgment of Commencement Date	4
1.2.2	Early Occupancy	4
1.3	Delivery of Premises	5
1.3.1	Acknowledgment of Delivery Date	5

ARTICLE 2	RENTAL AND OTHER PAYMENTS	5
2.1	Basic Rent	5
2.1.1	Free Rent Periods	5
2.2	Additional Rent	5
2.3	Rental Deposit	6

ARTICLE 3	PAYMENT OF PROPERTY TAXES AND ASSESSMENTS	6
3.1	Payment of Property Taxes	6
3.2	Property Taxes	6
3.3	Tenant's Right to Contest Property Taxes.	6
3.4	Landlord's Right to Contest Property Taxes	7

ARTICLE 4	USE	7
4.1	Permitted Use	7
4.2	Acceptance of Premises	7
4.3	Rules and Regulations	7
4.4	Tenant's Obligations	7
4.5	Condition of Premises	7

ARTICLE 5	HAZARDOUS MATERIALS	8
5.1	Hazardous Materials	8
5.2	Hazardous Materials Laws	8
5.2.1	Federal	8
5.2.2	California	8
5.2.3	Other Laws and Regulations	8
5.2.4	Phase I Environmental Analysis	8
5.3	Compliance with Hazardous Materials Laws	8
5.4	Notice of Actions	9
5.5	Disclosure and Warning Obligations	9
5.6	Tenant Indemnification	9
5.7	Landlord Indemnification	10
5.8	Environmental Audits	10
5.9	Assignment and Subletting	10

ARTICLE 6	SERVICES AND UTILITIES	10

ARTICLE 7	MAINTENANCE, REPAIR AND ALTERATION OF PREMISES	10
7.1	Construction Warranty and Landlord Obligations	10
7.2	Tenant's Maintenance	11
7.3	Tenant's Waiver of Claims Against Landlord	11

ARTICLE 8	CHANGES AND ALTERATIONS	11
8.1	Tenant's Changes and Alterations	11
8.2	Liens	12
8.3	Compliance with Laws	12

ARTICLE 9	RIGHTS RESERVED BY LANDLORD	13
9.1	Landlord's Entry	13
9.2	Landlord's Cure	13

ARTICLE 10	INDEMNITY AND INSURANCE	13
10.1	Tenant's Insurance Obligations	13
10.2	Insurance Coverage	13
10.3	Insurance Provisions	14
10.4	Waiver of Subrogation	14
10.5	Rental Abatement Insurance	14
10.6	Indemnification by Tenant	14
10.7	Indemnification by Landlord	15

ARTICLE 11	ASSIGNMENT AND SUBLETTING	15
11.1	Restriction on Other Transfers	15
11.2	Permitted Transfers	15
11.3	Sublease Requirements.	16
11.4	No Merger	16
11.5	Profits on Transfer	16
11.5.1	Tenant's Profit Statement	16

ARTICLE 12	DAMAGE OR DESTRUCTION	16
12.1	Destruction and Restoration	16
12.2	Application of Insurance Proceeds	16
12.3	Continuance of Tenant's Obligations	16
12.4	Damage or Destruction at End of Lease Term	17
12.5	Waiver of California Statutes	17

ARTICLE 13	CONDEMNATION	17
13.1	Condemnation of Entire Premises	17
13.2	Partial Condemnation/Termination of Lease	17
13.3	Partial Condemnation/Continuation of Lease	17
13.4	Continuance of Obligations	18
13.5	Tenant's Waiver	18

ARTICLE 14	DEFAULTS; REMEDIES	18
14.1	Events of Default	18
14.1.1	Failure to Pay	18
14.1.2	Failure to Perform	18
14.1.3	Other Defaults	18
14.2	Remedies	18
14.3	Right of Landlord to Re-Enter	19
14.4	Cumulative Remedies	19
14.5	Mitigation	19
14.6	Limitation on Remedies	19
14.7	Legal Costs	19
14.8	No Waiver	19
14.9	Waiver by Tenant	20
14.9.1	Delinquent Rental Payments	20

ARTICLE 15	PROTECTION OF CREDITORS	20
15.1	Subordination	20
15.2	Attornment	21
15.3	Estoppel Certificates	21
15.4	Mortgagee Protection Clause	21
15.5	Non-Disturbance	21

ARTICLE 16	TERMINATION OF LEASE	21
16.1	Surrender of Premises	21
16.2	Holding Over	22

ARTICLE 17	RENEWAL OPTIONS	22
17.1	Options to Renew	22
17.1.1	No Event of Default	22
17.1.2	Fair Market Rent	22
17.1.3	Exercise of Renewal Term(s)	22
17.1.4	Determination of Fair Market Rent	22
17.1.5	Arbitration	23

ARTICLE 18	EXPANSION OPTION	23
18.1	Option to Expand	23
18.2	No Event of Default	23
18.3	Exercise of Expansion Option	23
18.4	Expansion Terms	23
18.5	Expansion Space Basic Rent	24
18.6	Free Rent Period	24
18.7	Failure to Exercise Expansion Option	24

ARTICLE 19	MISCELLANEOUS PROVISIONS	24
19.1	Notices	24
19.2	Landlord's Continuing Obligations	25
19.3	Net Lease	25
19.4	Successors	25
19.5	Memorandum of Lease	25
19.6	Captions and Interpretation	25
19.7	Relationship of Parties	25
19.8	Entire Agreement	25
19.9	Severability	25
19.10	Landlord's Limited Liability	25
19.11	Survival	25
19.12	Attorneys' Fees	25
19.13	Broker	26
19.14	Governing Law	26
19.15	Time is of the Essence	26
19.16	Joint and Several Liability	26
19.17	Delivery of Corporate Documents	26
19.18	Tenant's Financial Condition	26
19.19	Provisions are Covenants and Conditions	26
19.20	Business Days	26
19.21	Force Majeure	26
19.22	No Continuous Operation	26
19.23	Waiver of Landlord's Lien	27
19.24	Submission of Lease	27



||

	Lease Agreement

	Summary of Basic Lease Information


10	Lease Date:	November __, 1997

20	Landlord:	Opus West Corporation

30	Address of Landlord	Opus West Management Corporation
for Payment of Rent:	2415 East Camelback Road, Suite 840
Phoenix, AZ  85016-4201
Telephone No.:  (602) 912-8880
Facsimile No.:  (602) 912-8881

40	Address of Landlord	Opus West Corporation
for Notices:	2030 Main Street, Suite 520
Irvine, CA 92614
Attn:  Paul A. Marshall
Telephone No.:  (714) 475-0977
Facsimile No.:  (714) 475-0970

With a copy to:	Opus U.S. Corporation 
2415 East Camelback Road, Suite 800
Phoenix, AZ  85016-4201
Attn: Daniel T. Haug, Esq.
Telephone No.:  (602) 468-7000  
Facsimile No.:  (602) 468-7045

With another copy to:	Opus West Corporation
2415 East Camelback Road, Suite 800
Phoenix, AZ  85016-4201
Attn: Mr. Thomas W. Roberts, President
Telephone No.:  (602) 468-7000
Facsimile No.: (602) 468-7045

50	Tenant: 	PETCO Animal Supplies, Inc., a Delaware 
corporation

60	Address of Tenant	PETCO Animal Supplies, Inc.
for Notices:	9125 Rehco Road
San Diego, CA 92121-2270
Attn:  Mark Drasin
Telephone No.:  (619) 453-7845
Facsimile No.:  (619) 677-3000


With a copy to:	Leslie Coughlan, Esq.
Attorney at Law
5010 Shoreham Place, Suite 100
San Diego, CA 92122
Telephone No.:  (619) 626-8494
Facsimile No.:  (619) 626-8450

70	Premises	The parcel of land situated in the County of 
Riverside, State of California, described on 
Exhibit "A," together with all Improvements 
thereon (as defined in Section 1.1).  

80	Landlord's	The Landlord's Improvements to be constructed 
by Landlord as
Improvements	described in the Work Letter (See Exhibit 
"B").

90	Lease Term	Initial Lease Term:  86 months from the 
Commencement Date

Renewal Terms:  Two (2) Renewal Terms each 
for five (5) years.


100	Rent:	Basic Rent:

Lease Months:  1-2:

Monthly Rent for Premises:  Basic Rent 
is abated for first two (2) 
months.  Additional Rent is not 
abated.

Lease Months:  3-62:

Monthly Rent for Premises:  $89,991.00 
($.2727 per square foot) 

Monthly Rent for Expansion Land:  
Prior to Expansion Land 
Commencement Date:  $4,125 ($.0125 
per square foot of the Building)
After Expansion Land Commencement 
Date:  Calculated pursuant to 
Article 18

Lease Months:  63-86 (and Lease months 87-
122 if Extension Election under Article 18 
is exercised):

Monthly Rent for the Premises:  
$100,782 ($.3054 per square foot) 

Monthly Rent for Expansion Land:  
Prior to Expansion Land 
Commencement Date:  $4,125 ($.0125 
per square foot of the Building)
After Expansion Land Commencement 
Date:  Calculated pursuant to 
Article 18

Lease Months:  123-146:   (if Extension 
Election under Article 18 is exercised):

Monthly Rent for the Premises:  
$112,860 ($.3420 per square foot) 

Monthly Rent for Expansion Land:  
Calculated pursuant to Article 18

Renewal Terms:

Calculated pursuant to Article 17.

The Basic Rent is subject to adjustment 
pursuant to the provisions of Section 2.1 
and 2.1.1 of this Lease.  

The term "Basic Rent" as used in this Lease 
includes the portion of the rent for the 
Expansion Land.

Maximum Rate of Interest:  Prime plus two 
percent (2%) per annum.  For purposes of 
this Lease, the term "Prime" shall mean the 
rate announced from time to time by Bank of 
America, N.A., as its prime or reference 
rate.  If Bank of America shall cease to use 
its prime or reference rate, then Landlord 
shall select the rate of another financial 
institution to be substituted therefor, 
which shall be a major money center 
commercial bank.

Late Charge:  2% of the overdue amount.

110	Use:	General Office and Warehouse Uses ("Permitted 
Use")

120	Deposit:	None

130	Rental Deposit:	$196,482.00 applicable to third (3rd) and 
fourth (4th) month's Basic Rent.

140	Brokers:  	Landlord's and Tenant's Broker:  Lee & 
Associates


150	Exhibits:	The following exhibits are attached hereto and 
incorporated into this Lease:

Exhibit "A"	Legal Description of Land
Exhibit "A-1"	Legal Description of Expansion Land
Exhibit "A-2"	Expansion Space
Exhibit "B"	Work Letter
Schedule 1 to Work Letter	Final Plans and Specifications
Exhibit "C"	Preliminary Report
Exhibit "D"	Commencement Date Acknowledgment
Exhibit "E"	Delivery Date Acknowledgment
Exhibit "F"	Subordination, Non-Disturbance and Attornment Agreement




The foregoing Basic Terms are hereby incorporated into and made a part 
of this Lease.  Each reference in this Lease to the Basic Terms shall mean the 
information set forth above and shall be construed  to incorporate all of the 
terms provided under the particular Lease paragraph pertaining to such 
information.  In the event of a conflict between the Basic Terms and the 
Lease, the Lease shall prevail.

Dated:_____________________	LANDLORD:

OPUS WEST CORPORATION, a Minnesota 
corporation


By:	
Name:  Thomas W. Roberts
Title:  President

Dated:_____________________	TENANT:

PETCO ANIMAL SUPPLIES, INC., a 
Delaware corporation


By:	
Name:	
Title:	



By:	
Name:	
Title:	

	LEASE AGREEMENT


This Lease Agreement (the "Lease"), which includes the Basic Terms (as 
hereinafter defined), dated as of November __, 1997 ("Effective Date"), is 
made by and between Landlord and Tenant.

	ARTICLE 1

	LEASE OF PREMISES AND LEASE TERM

1.1	Premises.  Landlord, for and in consideration of the rents, 
covenants and agreements hereinafter set forth, hereby leases to Tenant and 
Tenant hereby leases from Landlord, upon and subject to the terms, covenants 
and conditions hereinafter set forth, all that certain parcel of land situated 
in the County of Riverside, and State of California delineated on Exhibit "A" 
attached hereto and incorporated herein ("Land"), together with those certain 
Landlord's Improvements as defined in the Work Letter attached hereto as 
Exhibit "B" ("Work Letter") to be constructed by Landlord, including an 
approximately three hundred thirty thousand (330,000) square foot building 
("Building") and all other improvements, machinery, equipment, fixtures and 
other property (except Tenant's trade fixtures), to be installed or located 
thereon and all additions, alterations and replacements thereof (collectively 
"Improvements").  Herein the Land and the Improvements are referred to 
collectively as the "Premises".  Tenant acknowledges that this Lease is 
subordinate and subject to (a) all liens, encumbrances, deeds of trust, 
reservations, covenants, conditions, restrictions and other matters affecting 
the Premises ("Title Matters") (i) in effect on the Effective Date of this 
Lease as specified in Exhibit "C" attached hereto and incorporated herein 
("Preliminary Report") or (ii) approved or deemed approved pursuant to this 
Section 1.1, ("Permitted Encumbrances") and (b) any law, regulation, rule, 
order or ordinance of any governmental entity applicable to the Premises or 
the use or occupancy thereof, in effect on the execution of this Lease or 
thereafter promulgated.  In the event that, after the Effective Date any new 
Title Matters appear of record, such matters shall be subject to the review 
and approval of Tenant which approval shall not be withheld so long as the new 
Title Matter does not materially and adversely impair the use or occupancy by 
Tenant of the Premises for its intended purpose.  Tenant shall deliver written 
notice to Landlord of its approval or disapproval of such Title Matters within 
ten (10) days after delivery by Landlord to Tenant of such new Title Matter. 
 If Tenant fails to respond within such ten (10) day period and Landlord 
delivers a written reminder notice to Tenant and Tenant fails to respond 
within five (5) days of the delivery of the written reminder notice, the new 
Title Matter shall be deemed approved.

1.2	Term of Lease.  The initial term of this Lease ("Initial Term") 
shall commence on the Delivery Date (defined in Section 1.3 below) as such 
date may be extended until (i) the date of Substantial Completion of the 
Landlord's Improvements (as defined in the Work Letter) ("Commencement Date"); 
provided Tenant shall be permitted by the City to occupy and use the Premises 
at such time.  The Initial Term shall end on the date which is eighty-six (86) 
months after the Commencement Date unless sooner terminated pursuant to the 
terms of this Lease.  Any reference to the Term of this Lease or similar 
reference shall be a reference to the Initial Term together with any renewal 
terms of this Lease specified in Article 17.  Any reference to Lease Year 
shall refer to each consecutive twelve (12) month period during the Term 
commencing on the Commencement Date.  For purposes of this Lease, a "Lease 
Month" shall be defined as those successive calendar month periods beginning 
with the Commencement Date and continuing through the Initial Term or any 
Renewal Term of this Lease.

1.2.1	Acknowledgment of Commencement Date.  Tenant shall, within 
ten (10) business days of request therefor by Landlord, execute an 
acknowledgment of the Commencement Date prepared by Landlord in the form of 
Exhibit "D" attached hereto and incorporated herein ("Commencement Date 
Acknowledgment"), provided, however, that the failure of Tenant to execute 
such acknowledgment shall not affect any obligation of Tenant hereunder or the 
Landlord's determination of the Commencement Date.  If the Tenant fails to 
execute and deliver such Commencement Date Acknowledgment or provide written 
notice of Tenant's disagreement with the contents thereof, then Landlord may 
deliver a written reminder notice.  If Tenant fails to respond in writing to 
the written reminder notice within five (5) days, Landlord may deliver a 
second written reminder notice.  If Tenant fails to respond in writing to the 
second written reminder notice within five (5) days, then Landlord and any 
prospective purchaser or encumbrancer may conclusively presume and rely upon 
the fact that the Commencement Date is the date specified in the Commencement 
Date Acknowledgment.  

1.2.2	Early Occupancy.  Tenant shall be entitled to early 
occupancy of the Premises thirty (30) days prior to the Commencement Date in 
accordance with this Section 1.2.2 and the Work Letter.  Tenant's early 
occupancy of the Premises for installation of furniture, fixtures and 
equipment shall be subject to all the terms and conditions of this Lease, 
other than the obligation to pay Basic Rent.  Early occupancy of the Premises 
shall not advance the expiration date of this Lease.  Landlord shall have the 
right to charge Tenant for any utility costs incurred as a result of Tenant's 
early occupancy of the Premises.  If during Tenant's early occupancy of the 
Premises, Tenant desires to have security for the Premises, Tenant shall 
provide such security at no cost to Landlord.  


1.3	Delivery of Premises.  Landlord shall use its commercially 
reasonable efforts to deliver the Premises to Tenant on or before August 1, 
1998 ("Delivery Date" with Landlord's Improvements) (as defined in the Work 
Letter) Substantially Completed.  If Landlord is unable to deliver the 
Premises to Tenant by August 1, 1998, then Tenant shall be entitled to receive 
from Landlord the amount of Five Thousand Dollars ($5,000) per day for the 
first fifteen (15) days beyond August 1, 1998 that Landlord fails to deliver 
the Premises (subject to force majeure as provided in Section 19.21) and Ten 
Thousand Dollars ($10,000) per day for the fifteen (15) days beyond August 15, 
1998 that Landlord fails to deliver the Premises (subject to force majeure as 
provided in Section 19.21) and the Delivery Date shall be deemed to have 
occurred on such later date. If Landlord fails to deliver the Premises on or 
before September 1, 1998 subject to extension for force majeure as provided 
in Section 19.21 of this Lease, then Tenant shall, as Tenant's sole and 
exclusive remedy, have the option to terminate this Lease by delivering 
written notice ("Termination Note") to Landlord.  If Tenant accepts delivery 
of the Premises, then Tenant shall be deemed to have waived its right to 
terminate the Lease as provided for under this Section 1.3.  Notwithstanding 
anything herein to the contrary, in the event Landlord tenders possession of 
the Premises to Tenant in a substantially completed condition during that 
period of time from October 1, 1998 through and including November 30, 1998 
(the "Non-Acceptance Period"), then, Tenant shall have the right not to accept 
possession of the Premises during such period by notifying Landlord, within 
five (5) days of the tender of possession of the Premises to Tenant, in which 
case the Commencement Date shall not occur until December 1, 1998.

1.3.1	Acknowledgment of Delivery Date.  Tenant shall, within ten 
(10) business days of request therefor by Landlord, execute an acknowledgment 
of the Delivery Date prepared by Landlord in the form of Exhibit "E" attached 
hereto and incorporated herein ("Delivery Date Acknowledgment"), provided, 
however, that the failure of Tenant to execute such acknowledgment shall not 
affect any obligation of Tenant hereunder or the Landlord's determination of 
the Delivery Date.  If the Tenant fails to execute and deliver such 
Commencement Date Acknowledgment or provide written notice of Tenant's 
disagreement with the contents thereof, then Landlord may deliver a reminder 
notice.  If Tenant fails to respond to the reminder notice within five (5) 
days, Landlord may deliver a second reminder notice.  If Tenant fails to 
respond to the second reminder notice within five (5) days, then Landlord and 
any prospective purchaser or encumbrancer may conclusively presume and rely 
upon the following facts:  (i)  the Delivery Date is the date specified in the 
Delivery Date Acknowledgment and (ii) that the Premises were in acceptable 
condition and were delivered in compliance with all of the requirements of 
Work Letter. 

	ARTICLE 2

	RENTAL AND OTHER PAYMENTS

2.1	Basic Rent.  In consideration of the leasing of the Premises and 
the construction of the Landlord's Improvements described in the Work Letter, 
Tenant covenants to pay Landlord in advance, on the first day of each and 
every calendar month during the Term, at the address of Landlord as specified 
in Item 3 of the Basic Terms, or at such other place as Landlord may from time 
to time designate in writing, a rental for the Initial Term of this Lease 
calculated based upon the amounts specified in Item 10 of the Basic Terms 
("Basic Rent").  Upon Substantial Completion (as defined in the Work Letter) 
of the Landlord's Improvements, Landlord shall deliver to Tenant a certificate 
from Landlord's architect certifying the square footage of the Premises 
("Square Footage Certification") together with a calculation of the Basic 
Rent.  For purposes of calculating the Basic Rent, the Premises shall be 
measured from the face of the exterior walls.  Tenant shall have the right to 
independently confirm such square footage by an architect certified in the 
state of California.  In the event Tenant's confirmation of such square 
footage differs from the calculation provided by Landlord, Tenant shall 
provide notice to Landlord within fifteen (15) days after Landlord's delivery 
of its Square Footage Certification.  Landlord and Tenant shall have fifteen 
(15) days after delivery of Tenant's notice to reach agreement on the final 
measurement of the square footage of the Premises.  In the event Landlord and 
Tenant fail to reach agreement on the square footage of the Premises within 
such fifteen-day period, then Landlord's architect and Tenant's architect 
shall together select a third architect whose determination shall be binding 
on the parties.  Such selection shall be made within fifteen (15) days after 
Landlord and Tenant determine that they cannot reach agreement on the square 
footage of the Premises.  In the event Landlord's architect and Tenant's 
architect cannot reach agreement on a third architect, then the matter shall 
be referred to the local office of the American Institute of Architects who 
shall make such selection.  The third architect so selected shall then make 
a final determination of the square footage within fifteen (15) days of such 
architect's selection and Landlord shall revise the Square Footage 
Certification to reflect this final determination.  The parties shall each 
bear the costs of their own architect and shall share the costs equally of any 
third architect.  If the Square Footage Certification differs from the 
approximate square footage of the Building set forth in Section 1.1 above, 
then the Basic Rent shall be adjusted to reflect the square footage set forth 
in the Square Footage Certification. 

2.1.1	Free Rent Periods.  During the first two (2) calendar 
months of the Initial Term, Basic Rent shall be abated ("Free Rent Period"). 


2.2	Additional Rent.  Except as otherwise specifically provided in 
Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that 
this Lease shall yield, net to Landlord, the Basic Rent payable under this 
Lease for each year of the Term of this Lease and that all charges payable by 
Tenant under this Lease for Property Taxes, insurance premiums, utility 
charges, maintenance, repair and replacement expenses, all expenses relating 
to compliance with laws, and all other costs, fees, charges, expenses, 
reimbursements and obligations of every kind and nature whatsoever relating 
to the operation and use of the Premises, and/or the Expansion Land (defined 
below) (whether or not Tenant has exercised the Expansion Land Option) which 
may arise or become due during the Term or by reason of events occurring 
during the Term of this Lease or which relate to the performance by Tenant of 
all the terms, covenants, conditions and agreements to be performed, paid or 
observed by Tenant hereunder shall be paid or discharged by Tenant, at 
Tenant's sole cost and expense.  Notwithstanding anything to the contrary, 
Tenant shall not be responsible for any property management fees or earthquake 
insurance premiums paid by Landlord during the Term of this Lease.  Except as 
otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic 
Rent and Additional Rent shall be payable without previous demand therefor and 
without any right of setoff or deduction whatsoever.  All charges payable by 
Tenant other than Basic Rent, however denoted, are called "Additional Rent." 
 Unless this Lease provides otherwise, all Additional Rent shall be paid with 
the next installment of Basic Rent falling due.  Rent for any partial month 
shall be prorated on the basis of the number of days within such calendar 
month and paid within ten (10) days of the later of (a) invoice from Landlord 
or (b) the Commencement Date.  Basic Rent and Additional Rent are sometimes 
collectively referred to as "Rent" or "rent."

2.3	Rental Deposit.  Upon execution of this Lease, Tenant shall 
deposit with Landlord the sum specified in the Basic Lease Provisions as the 
Rental Deposit.  The Rental Deposit shall be held by Landlord without 
obligation or liability for payment of interest thereon as security for the 
faithful payment of Basic Rent by Tenant, but shall be applicable to the third 
(3rd) and fourth (4th) month's Basic Rent payments without offset or deduction 
therefrom. 

	ARTICLE 3

	PAYMENT OF PROPERTY TAXES AND ASSESSMENTS


3.1	Payment of Property Taxes.  Provided Landlord delivers the 
Property Tax bill to Tenant (if delivered to Landlord) promptly upon receipt 
thereof, but no later than twenty (20) days prior to the day on which any 
fine, penalty, interest or cost may be added thereto for the non-payment 
thereof, Tenant covenants and agrees to pay during the Term of this Lease, as 
Additional Rent, before any fine, penalty, interest or cost may be added 
thereto for the nonpayment thereof, all Property Taxes (as defined in Section 
3.2 below), which become due and payable during the Term of this Lease.  
Within ten (10) days of written request from Landlord, Tenant shall furnish 
Landlord with satisfactory evidence that the Property Taxes have been paid. 
 If any Property Taxes shall cover any period of time prior to or after the 
term of this Lease, Tenant's share of such Property Taxes shall be equitably 
prorated to cover only the period of time within the tax fiscal year during 
which this Lease shall be in effect.

3.2	Property Taxes.  "Property Taxes" shall include general real 
property and improvement taxes, any form of assessment, special assessment or 
reassessment, license, permit or inspection fee or tax, commercial rental tax 
(but only to the extent the same is in lieu of some existing Property Taxes), 
levy, charge, penalty or similar imposition, whatsoever or at all imposed by 
any authority having the direct or indirect power to tax, including any city, 
county, state or federal government, or any school, agricultural, lighting, 
drainage or other improvement or special assessment district thereof, or any 
agency or public body, and all other charges or burdens of whatsoever kind and 
nature incurred in the use, occupancy, ownership, operation, leasing or 
possession of the Premises, and/or the Expansion Land (whether or not Tenant 
has exercised the Expansion Land Option) without particularizing by any known 
name or by whatever name hereafter called, and whether any of the foregoing 
be general or special, ordinary or extraordinary, foreseen or unforeseen.  
Property Taxes shall include, without limitation, the following:  (i) any tax 
imposed upon the transaction or based upon a reassessment of the Premises, 
and/or the Expansion Land (whether or not Tenant has exercised the Expansion 
Land Option) due to a change in ownership or transfer of all or part of 
Landlord's interest in the Premises the Land, and/or the Expansion Land 
(whether or not Tenant has exercised the Expansion Land Option); (ii) any 
assessments, taxes, fees, levies or charges in addition to, or in 
substitution, partially or totally, for any items previously included within 
the definition of Real Property Taxes; (iii) any tax or charge for fire 
protection, street lighting streets, sidewalks, road maintenance, refuse, 
sewer, water or other services provided to the Premises, and/or the Expansion 
Land (whether or not Tenant has exercised the Expansion Land Option) by any 
governmental agency; and (iv) capital levy, sales or use tax, gross receipts 
tax or other tax on the rents received therefrom, or a franchise tax, or an 
assessment, levy or charge measured by or based in whole or in part upon such 
rents or value, now or hereafter imposed.  Property Taxes do not, however, 
include Landlord's state or federal income, franchise, estate or inheritance 
taxes. 


3.3	Tenant's Right to Contest Property Taxes.  Tenant shall have the 
right at its own expense, and upon prior notice to Landlord, to contest the 
amount or validity, in whole or in part, of any Property Taxes by appropriate 
proceedings diligently conducted in good faith, but only after payment of such 
Property Taxes, unless such payment, or a payment thereof under protest, would 
operate as a bar to such contest or interfere materially with the prosecution 
thereof, in which event, notwithstanding the provisions of Section 3.1 hereof, 
Tenant may defer payment of such Property Taxes if neither the Premises, 
and/or the Expansion Land (whether or not Tenant has exercised the Expansion 
Land Option)] nor any portion thereof would, by reason of such deferment, be 
in danger of being forfeited or lost and so long as such deferment will not 
otherwise materially and adversely impact the Premises, and/or the Expansion 
Land (whether or not Tenant has exercised the Expansion Land Option) or impair 
the value of the Premises, and/or the Expansion Land (whether or not Tenant 
has exercised the Expansion Land Option).  Upon the termination of any such 
proceedings, Tenant shall pay the amount of such Property Taxes as finally 
determined in such proceedings, with any costs, fees, including attorney's 
fees, interest, penalties, fines and other liability in connection therewith. 
 Landlord shall not be required to join in any proceedings referred to in this 
Section unless the provisions of any law, rule or regulation at the time in 
effect shall require that such proceedings be brought by or in the name of 
Landlord, in which event Landlord shall join in such proceedings.  Landlord 
shall not ultimately be subject to any liability for the payment of any fees, 
including attorney's fees, costs and expenses in connection with such 
proceedings and Tenant shall reimburse Landlord for all such fees (including 
reasonable attorney's fees), costs and expenses on demand. 

3.4	Landlord's Right to Contest Property Taxes.  In addition to the 
right of Tenant under Section 3.3 to contest the amount or validity of 
Property Taxes, Landlord shall also have the right, but not the obligation, 
to contest the amount or validity, in whole or in part, of any Property Taxes 
not contested by Tenant.  Any such contests by Landlord shall be at Landlord's 
sole expense; provided, however, that if the amounts payable by Tenant for 
Property Taxes are reduced (or if a proposed increase in such amounts is 
avoided or reduced) by reason of Landlord's contest of Property Taxes, Tenant 
shall reimburse Landlord for the costs incurred by Landlord in contesting 
Property Taxes, but such reimbursements shall not be in excess of the amount 
saved by Tenant by reason of Landlord's actions in contesting such Property 
Taxes.  

	ARTICLE 4

	USE

4.1	Permitted Use.  Tenant may use the Premises only for the Permitted 
Use specified in Item 11 of the Basic Terms.  Tenant shall not use or occupy 
the same, or knowingly permit them to be used or occupied, contrary to any 
statute, governmental, quasi-governmental or administrative rule, order, 
ordinance, requirement or regulation applicable thereto ("Regulatory 
Requirement"), or in any manner which would violate any certificate of 
occupancy affecting the same, or which would make void or voidable any 
insurance then in force with respect thereto or which would cause structural 
injury to the Improvements or cause the value or usefulness of the Premises, 
or any portion thereof, substantially to diminish (reasonable wear and tear 
excepted), or which would constitute a public or private nuisance or waste and 
Tenant agrees that it will promptly, upon discovery of any such use, take all 
necessary steps to compel the discontinuance of such use.  Landlord represents 
that the Premises are zoned for the Permitted Use.

4.2	Acceptance of Premises.  Tenant shall accept delivery of the 
Premises with Landlord's Improvements, as set forth on Exhibit "B" 
substantially completed.  Within thirty (30) days of Substantial Completion 
(as defined below) of Landlord's Improvements, Landlord and Tenant shall 
provide a "punchlist" identifying the corrective work of the type commonly 
found on an architectural punchlist with respect to Landlord's Improvements, 
which list shall be based on whether such items were required by the approved 
Final Plans and Specifications.  Within ten (10) Business Days after delivery 
of the punchlist, Landlord shall commence the correction of punchlist items 
and diligently pursue such work to completion.  The punchlist procedure to be 
followed by Landlord and Tenant shall in no way limit Tenant's obligation to 
occupy the Premises under the Lease nor shall it in any way excuse Tenant's 
obligation to pay Rent as provided under the Lease unless such punch list 
items preclude Tenant from occupying the Premises as reasonably determined by 
Tenant.  Nothing in this Section 4.2 shall be deemed to diminish any 
obligation of Landlord under Section 7.1.  Tenant acknowledges, that except 
as specifically provided in this Lease and the Work Letter, neither Landlord 
nor any agent of Landlord has made any representation or warranty with respect 
to the Premises or the Building or with respect to the suitability or fitness 
of either for the conduct of Tenant's business or for any other purpose.  
Tenant shall comply with the Permitted Encumbrances.

4.3	Rules and Regulations.  Tenant shall comply with all rules and 
regulations adopted by Landlord from time to time for the Project; provided 
that such rules and regulations are applied in a non-discriminatory manner, 
and do not adversely affect Tenant's hours of operation or otherwise adversely 
affect the operation of Tenant's business.  In the event of any conflict 
between such rules and regulations and the provisions of this Lease, this 
Lease shall prevail.

4.4	Tenant's Obligations.  Tenant shall obtain and pay for all 
permits, required for Tenant's occupancy of the Premises and shall promptly 
take all substantial and non-substantial actions necessary to comply with all 
applicable Regulatory Requirements regulating the particular type of use by 
Tenant of the Premises, including, without limitation, the Occupational Health 
and Safety Act and the Americans with Disabilities Act


4.5	Condition of Premises.  Landlord shall deliver the Premises to 
Tenant clean and free of debris on the Commencement Date, with Landlord's 
Improvements Substantially Completed as provided in the Work Letter and, 
except as disclosed in the Phase 1 Report, (defined below), the improvements 
constructed by Landlord as Landlord's Improvements shall, as of the 
Commencement Date, not contain Hazardous Materials (defined below) in 
violation of any of the Hazardous Materials Laws (defined below). 

	ARTICLE 5

	HAZARDOUS MATERIALS

5.1	Hazardous Materials.  The term "Hazardous Material(s)" shall mean 
any toxic or hazardous substance, material or waste or any pollutant or 
contaminant or infectious or radioactive material, including but not limited 
to those substances, materials or wastes regulated now or in the future under 
any of the statutes or regulations listed in Section 5.2, and any and all of 
those substances included within the definitions of "hazardous substances," 
"hazardous materials," "hazardous waste," "hazardous chemical substance or 
mixture," "imminently hazardous chemical substance or mixture," "toxic 
substances," "hazardous air pollutant," "toxic pollutant," or "solid waste" 
in the statutes or regulations in Section 5.2.  Hazardous Materials shall also 
mean any and all other similar terms defined in other federal, state and local 
laws, statutes, regulations, orders or rules, and materials and wastes which 
are, or in the future become, regulated under applicable local, state or 
federal law for the protection of health or the environment, or which are 
classified as hazardous or toxic substances, materials or wastes, pollutants 
or contaminants, as defined, listed or regulated by any federal, state or 
local law, regulation or order or by common law decision, including, without 
limitation, (i) trichloroethylene, tetrachloroethylene, perchloroethylene and 
other chlorinated solvents, (ii) oil or any petroleum products or fractions 
thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable 
explosives, (vi) urea formaldehyde and (vii) radioactive materials and waste, 
and (viii) infectious waste.  

5.2	Hazardous Materials Laws.  The term "Hazardous Materials Law(s)" 
shall mean any federal, state or local laws, ordinances, codes, statutes, 
regulations, administrative rules, policies and orders, and other authority, 
existing now or in the future, which classify, regulate, list or define 
hazardous substances, materials, wastes contaminants, pollutants and/or the 
Hazardous Materials, including without limitation the following statutes and 
regulations, and any other legal authority, regulations, or policies relating 
to or implementing such statutes and regulations: 

5.2.1	Federal.  Comprehensive Environmental Response, 
Compensation and Liability Act of 1980 ("CERCLA" or "Superfund"), as amended 
by the Superfund Amendments and Reauthorization Act of 1986 ("SARA"), 42 
U.S.C. ' 9601 et seq.; Resource Conservation and Recovery Act of 1976 
("RCRA"), 42 U.S.C. ' 6901 et seq.; Clean Water Act ("CWA"), 33 U.S.C. ' 1251 
et seq.; Clean Air Act ("CAA"), 42 U.S.C. ' 78401 et seq.; Toxic Substances 
Control Act ("TSCA"), 15 U.S.C. ' 2601 et seq.; The Refuse Act of 1899, 33 
U.S.C. ' 407; Occupational Safety and Health Act ("OSHA"), 29 U.S.C. ' 651 et 
seq.; Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.; 
United States Department of Transportation Table (49 CFR 172.101 and 
amendments thereto) and the Environmental Protection Agency Table (40 CFR Part 
302 and amendments thereto);

5.2.2	California.  Carpenter-Presley-Tanner Hazardous Substance 
Account Act ("California Superfund"), Cal. Health & Safety Code ' 25300 et 
seq.; California Hazardous Waste Control Act, Cal. Health & Safety Code 
Sections 25100 et seq.; Porter-Cologne Water Quality Control Act ("Porter-
Cologne Act"), Cal. Water Code ' 13000 et seq.; Hazardous Waste Disposal Land 
Use Law, Cal. Health & Safety Code ' 25220 et seq.; Safe Drinking Water and 
Toxic Enforcement Act of 1986 ("Proposition 65"), Cal. Health & Safety Code 
' 25249.5 et seq.; Hazardous Substances Underground Storage Tank Law, Cal. 
Health & Safety Code ' 25280 et seq.; California Hazardous Substance Act, Cal. 
Health & Safety Code ' 28740 et seq.; Air Resources Law, Cal. Health & Safety 
Code ' 39000 et seq.; Hazardous Materials Release Response Plans and 
Inventory, Cal. Health & Safety Code '' 25500-25541; Toxic Pits Cleanup Act 
of 1984 ("TCPA"), Cal. Health & Safety Code '' 25208-25208.17;  

5.2.3	Other Laws and Regulations.  All other regulations 
promulgated pursuant to said foregoing laws or any amendments or replacement 
thereof, provided such amendments or replacements shall in no way limit the 
original scope and/or definition of Hazardous Materials defined herein as of 
the execution date of this Lease.

5.2.4	Phase I Environmental Analysis. Landlord has delivered to 
Tenant two (2) Phase I Environmental Analysis Reports ("Phase 1 Reports") 
covering the Premises, and the Expansion Land, respectively and Tenant 
acknowledges that this shall be deemed satisfaction of any obligation on the 
part of Landlord to disclose any and all Hazardous Materials on or relating 
to the Premises, and the Expansion Land as required hereunder or by any 
Hazardous Materials Laws.


5.3	Compliance with Hazardous Materials Laws.  Tenant shall not cause 
or knowingly and intentionally permit any Hazardous Materials to be brought 
upon, kept, or used in connection with the Premises or by Tenant, its agents, 
employees or contractors in a manner or for a purpose prohibited by or which 
could result in liability under any applicable law, regulation, rule or 
ordinance, including, without limitation, the Hazardous Materials Laws.  
Tenant shall, at its own expense, at all times and in all respects comply with 
all Hazardous Materials Laws relating to the industrial hygiene, environmental 
protection or the use, analysis, generation, manufacture, storage, presence, 
disposal or transportation of any Hazardous Materials brought thereon by 
Tenant, its agents, employees, or contractors.  Tenant shall, at its own 
expense, procure, maintain in effect and comply with all conditions of any and 
all permits, licenses and other governmental and regulatory approvals relating 
to Hazardous Materials that are brought upon, knowingly and intentionally 
permitted to be brought upon, kept, or used in connection with the Premises 
and/or the Expansion Land by Tenant or Tenant's agents, employees, or 
contractors ("Tenant's Agents") and Tenant shall cause any and all said  
Hazardous Materials to be removed from the Premises and/or the Expansion Land 
and transported in accordance with and in compliance with all Hazardous 
Materials Laws.  Tenant shall in all respects, handle, treat, deal with and 
manage any and all Hazardous Materials that are brought upon, knowingly and 
intentionally permitted to be brought upon, kept, or used in connection with 
the Premises by Tenant or Tenant's Agents, in complete conformity with all 
applicable Hazardous Materials Laws and prudent industry practices regarding 
the management of such Hazardous Materials.  Upon expiration or earlier 
termination of this Lease, Tenant shall at its own expense, cause all 
Hazardous Materials (to the extent such Hazardous Materials are generated, 
stored, released or disposed of during the Term of this Lease by Tenant or 
Tenant's Agents) to be removed from the Premises and/or the Expansion Land 
 and transported for use, storage or disposal in accordance and in compliance 
with all applicable Hazardous Materials Laws.  Tenant shall not take any 
remedial action in response to the presence of any Hazardous Materials in, on, 
about or under the Premises and/or the Expansion Land or in any Improvements 
situated on the Land and/or the Expansion Land, nor enter into any settlement 
agreement, consent, decree or other compromise in respect to any claims 
relating to any way connected with the Premises or the Improvements on the 
Land and/or the Expansion Land without first notifying Landlord of Tenant's 
intention to do so and affording Landlord ample opportunity to appear, 
intervene or otherwise appropriately assert and protect Landlord's interest 
with respect thereto.

5.4	Notice of Actions.  Tenant shall immediately notify Landlord in 
writing of (a) any enforcement, clean-up, removal or other governmental or 
regulatory action instituted, completed or threatened pursuant to any 
Hazardous Materials Laws; (b) any written claim made or threatened by any 
person against Landlord, or the Premises, relating to damage, contribution, 
cost recovery, compensation, loss or injury resulting from or claimed to 
result from any Hazardous Materials; and (c) any written reports made to any 
environmental agency arising out of or in connection with any Hazardous 
Materials in, on or about the Premises or with respect to any Hazardous 
Materials removed from the Premises, including, any complaints, notices, 
warnings, reports or asserted violations in connection therewith.  Tenant 
shall also provide to Landlord, as promptly as possible, and in any event 
within five (5) business days after Tenant first receives or sends the same, 
with copies of all written claims, reports, complaints, notices, warnings or 
asserted violations relating in any way to the Premises or Tenant's use 
thereof.  Upon written request of Landlord (to enable Landlord to defend 
itself from any claim or charge related to any Hazardous Materials Law), 
Tenant shall promptly deliver to Landlord notices of hazardous waste manifests 
reflecting the legal and proper disposal of all such Hazardous Materials 
removed or to be removed from the Premises and/or the Expansion Land.  All 
such manifests shall list the Tenant or its agent as a responsible party only 
if such Hazardous Materials were caused or knowingly and intentionally 
permitted to be brought upon the Premises or Expansion Land by Tenant, its 
agent, employees, or contractors, and in such case shall not attribute 
responsibility for any such Hazardous Materials to Landlord.

5.5	Disclosure and Warning Obligations.  Tenant shall also comply with 
all laws, ordinances and regulations regarding warning obligations with 
respect to the presence or danger of Hazardous Materials or as otherwise may 
be required by law (to the extent Tenant has knowledge thereof).  Tenant 
acknowledges and agrees that it will promptly notify Landlord prior to 
reporting to any governmental or quasi-governmental agencies any matters 
relating to Hazardous Materials and Landlord shall have the right to review 
such reports.  So long as Tenant will not be in violation of any laws 
requiring Tenant to make such reports, Landlord shall have the right to assume 
control over the making of such reports to the applicable governmental or 
quasi-governmental agencies.  Tenant further agrees to cooperate with Landlord 
in complying with all Hazardous Materials Laws regarding the disclosure of, 
the presence or danger of Hazardous Materials, including, with limitation, all 
notices or other requirements under California Health and Safety Code Section 
25919 et seq., and 25249.5 et seq. and California Code of Regulations Section 
12000 et seq.  Notwithstanding the foregoing, Tenant shall prior to delivering 
any notices required by this Section 5.5 to any governmental entity or agency, 
deliver written notice to Landlord of the same so as to afford Landlord 
opportunity to take over such obligation if Landlord so desires.

5.6	Tenant Indemnification.  Tenant shall indemnify, defend (with 
counsel reasonably acceptable to Landlord), protect and hold Landlord and each 
of Landlord's officers, directors, partners, employees, agents, attorneys, 
successors and assigns (collectively "Landlord's Indemnitees") free and 
harmless from and against any and all claims, liabilities, damages, costs, 
penalties, forfeitures, losses or expenses (including reasonable attorneys' 
fees) for death or injury to any person or damage to any property whatsoever 
(including water tables and atmosphere) ("Claims") to the extent arising or 
resulting in whole or in part from the presence or discharge of Hazardous 
Materials to the extent such Hazardous Materials are in excess of legally 
permissible amounts under the Hazardous Materials Laws by Tenant, Tenant's 
agents, employees, or contractors in, on, under, upon or from the Premises 
and/or the Expansion Land or the Improvements located thereon or from the 
transportation or disposal of Hazardous Materials to or from the Premises 
and/or the Expansion Land to the extent caused by Tenant.  


5.7	Landlord Indemnification.  Landlord shall indemnify, defend (with 
legal counsel reasonable acceptable to Tenant) and hold Tenant and Tenant's 
officers, directors, partners, employees, agents, attorneys, successors and 
assigns (collectively, "Tenant's Indemnitees") free and harmless from and 
against any and all Claims to the extent arising or resulting in whole or in 
part from the presence or discharge of Hazardous Materials to the extent such 
Hazardous Materials are in excess of legally permissible amounts under the 
Hazardous Materials Laws by Landlord, or its employees, agents or contractors 
in, on, under, upon or for the Premises and/or the Expansion Land or the 
Improvements thereon or from the transportation or disposal of Hazardous 
Materials by Landlord or its employees, agents, or contractors.  Landlord's 
obligations hereunder shall include, without limitation, and whether 
foreseeable or unforeseeable, all costs of any required or necessary repairs, 
clean-up or detoxification or decontamination of the Premises and/or the 
Expansion Land or the Improvements, and the presence and implementation of any 
closure, remedial action or other required plans in connection therewith, and 
shall survive the expiration of or early termination of the term of this Lease 
and any costs and fees incurred in the enforcement of the indemnity action. 
 In addition, with respect to any Hazardous Materials that are in excess of 
the legally permissible amounts under the Hazardous Materials Laws that were 
on the Land and/or the Expansion Land at the time that the Phase 1 Reports 
were issued and which were not disclosed by the Phase 1 Reports ("Pre-existing 
Hazardous Materials"), Landlord agrees to remediate such Pre-existing 
Hazardous Materials if, as and when required by a governmental agency to the 
extent required by such governmental agency.  Landlord further agrees to 
indemnify and hold Tenant harmless from any fines, penalties or other fees 
imposed against Tenant by such governmental agency as a result of  such Pre-
exiting Hazardous Materials.  Notwithstanding the foregoing, nothing in this 
Section 5.7 shall be deemed to impose any obligation or  liability on Landlord 
for remediation, indemnification or payment of any fines, penalties or other 
fees if the same would not have been imposed but for some act or omission of 
Tenant.

5.8	Environmental Audits.  Landlord shall have the right, at any time 
during the term of this Lease, to conduct an environmental audit.  If Landlord 
conducts such an audit, it shall be at Landlord's sole cost and expense, 
except that if said audit discloses the presence of Hazardous Materials on the 
Premises, or the Expansion Land in violation of Tenant's obligations under 
this Article 5, then the cost of such audit shall be borne by Tenant. If the 
audit confirms the presence of Hazardous Materials in on or under the 
Premises, or the Expansion Land or the groundwater thereunder in violation of 
Tenant obligations under this Article 5, Landlord shall have the right to 
require Tenant to immediately commence all necessary remediation, abatement, 
removal and cleanup actions to return the Premises, and/or the Expansion Land 
and any other property of whatever nature to their condition existing prior 
to the appearance of Hazardous Materials.  Any plan of remediation, abatement, 
removal and cleanup shall be subject to the prior approval of Landlord, in its 
sole discretion.  Except as specified above, Tenant shall not perform or cause 
to be performed, any Hazardous Materials surveys, studies, reports or 
inspections, relating to the Premises, and/or the Expansion Land without 
obtaining Landlord's advance written consent. 

5.9	Assignment and Subletting.  If (i) any anticipated use of the 
Premises by any proposed assignee or sublessee involves the generation, 
storage, use, treatment or disposal of Hazardous Materials in a manner or for 
a purpose prohibited by any governmental agency or authority, or (ii)  the 
proposed assignee or sublessee is subject to an enforcement order issued by 
any governmental activity in connection with the use, disposal, or storage of 
Hazardous Materials, it shall not be unreasonable for Landlord to withhold its 
consent to an assignment or subletting to such proposed assignee or sublessee.

	ARTICLE 6

	SERVICES AND UTILITIES

During the Term of this Lease, Tenant will pay, when due, all charges 
of every nature, kind or description (including, without limitation, charges 
imposed by any utility company as a condition precedent to furnishing or 
continuing to furnish utilities or services to the Premises) for utilities 
furnished to the Premises or chargeable against the Premises, including all 
charges for water, sewage, heat, gas, light, garbage, electricity, telephone, 
steam, power, or other public or private utility services and any charges or 
fees for present or future water or sewer capacity to serve the Premises, any 
charges for the underground installation of gas or other utilities or 
services, and other charges relating to the extension of or change in the 
facilities necessary, and requested by Tenant, to provide the Premises with 
adequate utility services.  Notwithstanding the foregoing, nothing contained 
herein shall be deemed to limit Landlord's obligations to complete Landlord's 
Improvements pursuant to the terms of the Work Letter.

	ARTICLE 7

	MAINTENANCE, REPAIR AND ALTERATION OF PREMISES


7.1	Construction Warranty and Landlord Obligations.  Except to the 
extent caused by Tenant's specific use of the Premises or the negligent acts 
or intentional misconduct of Tenant, its agents, employees, or contractors, 
or as otherwise provided under this Lease, Landlord shall repair and maintain 
in good order, condition and repair the foundation, exterior walls and 
structural portions of the roof of the Building ("Structural Portions of the 
Building").  However, Landlord shall not be obligated to maintain or repair 
windows, doors, plate glass, surfaces of exterior walls, or the membrane or 
other nonstructural elements of the roof and the same shall not be deemed to 
be included within the definition of the Structural Portions of the Premises 
Building.  Landlord warrants, as Landlord's sole and exclusive warranty 
concerning the Landlord's Improvements and the Improvements (including the 
HVAC System), the Landlord's Improvements and the Improvements (including the 
HVAC System) against defective workmanship and/or materials for a period of 
one (1) year from the date of Substantial Completion (as defined in the Work 
Letter) of Landlord's Improvements and Landlord agrees, at its sole cost and 
expense, to repair or replace any defective item occasioned by poor 
workmanship and/or materials during said one-year period, and performance of 
such one-year warranty shall be Landlord's sole and exclusive obligation with 
respect to defective workmanship and/or materials, and Tenant's rights to 
enforce such one-year warranty shall be Tenant's sole and exclusive remedy 
with respect to such defective workmanship and/or materials in limitation of 
any contract, warranty or other rights, whether express or implied, that 
Tenant may otherwise have under applicable law.  Landlord covenants that it 
will obtain, as part of the costs of the Landlord's Improvements, a ten (10) 
year roof warranty.  Landlord shall assign to Tenant, to the extent permitted 
under any such warranties provided to Landlord, on a non-exclusive basis, all 
rights Landlord may have under any warranties provided by contractors or 
subcontractors.  From and after the expiration of the one-year warranty of 
Landlord against defective workmanship and materials, Landlord agrees to 
cooperate with Tenant in the enforcement by Tenant, at Tenant's sole cost and 
expense, of any express warranties or guaranties of workmanship or materials 
given by subcontractors or materialmen or any service contracts that guarantee 
or warrant against defective workmanship or materials or provide service or 
repair for a period of time in excess of the one-year period described above. 
 Notwithstanding anything to the contrary, Landlord, at Landlord's sole cost 
and expense, shall be solely responsible for repairing latent structural 
defects in the Structural Portions of the Building during the Initial Term and 
any Renewal Terms (provided that if Tenant has penetrated, attached any item 
to, or otherwise damaged the same, Landlord shall not be responsible for, nor 
shall Landlord remedy, any defects attributable to such actions or 
conditions).  During the Initial Term, Tenant shall be responsible for annual 
roof inspections and clean out of gutters and down spouts and Landlord shall 
be responsible for all other related maintenance of the roof structure 
(exclusive of the roof membrane) including all roof leaks during the first 
five (5) years of Initial Lease Term (provided that if Tenant has penetrated, 
attached any item to, or otherwise damaged the same, Landlord shall not be 
responsible for, nor shall Landlord remedy, any defects attributable to such 
actions or conditions).  Thereafter, Tenant's exposure shall be capped at Five 
Thousand Dollars ($5,000.00) annually inclusive of inspections and clean out 
of gutters and down spouts.

7.2	Tenant's Maintenance.  Except as otherwise expressly provided in 
this Lease, Tenant, at its sole cost and expense, throughout the Term of this 
Lease, including the warranty period specified in Section 7.1 above, whether 
Tenant is occupying or has vacated the Premises), shall take good care of the 
Premises (including the Landlord's Improvements any improvements hereafter 
erected or installed on the Land), and shall keep the same in at least the 
same order, condition and repair (including interior repainting and 
refurnishing, as needed), as when received and shall make and perform all 
routine maintenance thereof and all necessary repairs thereto, interior and 
exterior, structural and nonstructural, ordinary and extraordinary, foreseen 
and unforeseen, of every nature, kind and description.  When used in this 
Article 7, "repairs" shall include all necessary replacements, renewals, 
alterations, additions and betterments, interior and exterior, structural and 
non-structural, ordinary and extraordinary, foreseen and unforeseen, of every 
nature, kind and description, including, without limitation, any repairs, 
replacements, renewals, alterations and additions required by any governmental 
law, ordinance or regulations now or hereafter enacted relating to the 
Premises.  All repairs made by Tenant shall be at least equal in quality, 
workmanship and cost to the original work and shall be made by Tenant in 
accordance with all laws, ordinances and regulations whether heretofore or 
hereafter enacted. 

7.3	Tenant's Waiver of Claims Against Landlord.  Except as otherwise 
specifically provided in this Lease or the Work Letter or this Lease, Landlord 
shall not be required to furnish any services or facilities or to make any 
repairs or alterations in, about or to the Premises or any improvements 
hereafter erected thereon. 

	ARTICLE 8

	CHANGES AND ALTERATIONS


8.1	Tenant's Changes and Alterations.  Tenant shall not make any 
alterations, additions or improvements ("Alterations") to the Property, 
without Landlord's prior written consent, which shall not be unreasonably 
withheld, except for non structural alterations in the interior of the 
Building that do not affect the Structural Portions of the Building or 
exterior of the Building ("Permitted Alterations").  All Alterations shall be 
done promptly and in a good and workmanlike manner and in compliance with all 
laws, ordinances, orders, rules, regulations and requirements of all federal, 
state and municipal governments and appropriate departments, commissions, 
boards and officers thereof, and in accordance with the orders, rules and 
regulations of the Board of Fire Underwriters where the Premises are located, 
or any other body exercising similar functions.  All such Alterations which 
affect the Structural Portions of the Building or the exterior of the Building 
("Structural or Exterior Alterations") shall be performed by a contractor 
approved by Landlord, in its reasonable discretion.  If required by Landlord, 
Tenant shall provide demolition and/or lien and completion bonds in form and 
amount satisfactory to Landlord in connection with any Structural or Exterior 
Alterations.  Tenant shall promptly remove any Alterations constructed in 
violation of this Section upon Landlord's written request.  All permanent 
Alterations (i.e. other than Tenant's movable trade fixtures and equipment), 
including the Permitted Alterations made or installed by Tenant shall 
immediately, upon completion or installation thereof, become the property of 
Landlord without payment therefor by Landlord, and shall be surrendered to 
Landlord on the expiration of the Term of this Lease.  Prior to commencement 
of the Alterations, Tenant shall deliver Builder's All Risk Insurance, in an 
amount acceptable to Landlord, in conformance with the requirements of Article 
10 of this Lease.  Notwithstanding anything to the contrary set forth herein, 
Tenant agrees, at Tenant's sole cost and expense, and within ten (10) days 
request therefor by Landlord at the end of the Lease Term or earlier 
termination thereof, to remove any of the following types of Permitted 
Alterations and repair the Premises where such Permitted Alterations were 
situated to the same or better condition than existed prior to Tenant 
installation of said Permitted Alterations: racking, Permitted Alterations to 
create manufacturing and/or office space, drop ceilings, mezzanines, and 
demising walls.  To the extent Tenant removes any other Alterations, Tenant 
shall also, within ten (10) days of removal thereof, restore the Premises to 
the condition that existed prior to Tenant's installation of such Alterations.

8.2	Liens.  Tenant shall keep the Premises free from any mechanics', 
materialmen's, designer's or other liens arising out of any work performed, 
materials furnished or obligations incurred by or for Tenant or any person or 
entity claiming by, through or under Tenant.  Landlord shall have the right 
at all times to post and keep posted on the Premises any notices which it 
deems necessary for protection from such liens.  If any such liens are filed 
and are not released of record by payment or posting of a proper bond within 
thirty (30) days after such filing, Landlord may, without waiving its rights 
and remedies based on such breach by Tenant and without releasing Tenant from 
any obligations hereunder, cause such liens to be released by any means it 
shall deem proper, including payment of the claim giving rise to such lien or 
posting security to cause the discharge of such lien, in which event all 
amounts paid by Landlord shall immediately be due and payable by Tenant as 
Additional Rent.  Tenant hereby indemnifies, protects, defends and holds 
Landlord and Landlord's Indemnitees and the Premises harmless from any 
liability, cost, obligation, expense (including, without limitation, 
reasonable attorneys' fees and expenses and attorneys' fees incurred in 
enforcing of this indemnity), or claim of any mechanics', materialmen's, 
design professional's or other liens in any manner relating to any work 
performed, materials furnished or obligations incurred by or for Tenant or any 
person or entity claiming by, through or under Tenant.  Tenant shall notify 
Landlord in writing fifteen (15) days prior to commencing any Alterations so 
that Landlord shall have the right to record and post notices of non-
responsibility or any other notices deemed necessary by Landlord on the 
Premises.  Tenant shall not create, and shall within thirty (30) days 
discharge and satisfy of record, any other lien, encumbrance, charge, security 
interest, or other right or interest which shall be or become a lien, 
encumbrance, charge or security interest upon the Premises, or any portion 
thereof.

8.3	Compliance with Laws.  Landlord warrants, that provided that the 
Tenant Work, and any subsequent Alterations, is in compliance with all present 
laws, codes, regulations and ordinances, upon completion of Landlord's 
Improvements, the utilities, including without limitation the HVAC, (as 
hereinafter defined), the structural portions, the interior and the exterior 
of the Premises will meet with all laws, codes, regulations and ordinances in 
effect at the time the Premises is delivered by Landlord to Tenant and will 
be in good working condition and order (except for punch-list items).  If, at 
any time, the Premises or such utilities do not meet with such laws, codes, 
regulations and ordinances as required by regulations of governing authorities 
(other than as a result of Tenant's negligent acts or the failure of Tenant 
Work or Tenant's Alterations to comply with such laws, codes, regulations and 
ordinances), then, except for work that is specifically required as a result 
of the business operation being conducted by Tenant, the Premises will be 
brought up to the proper standards at Landlord's expense.  Landlord's receipt 
of all governmental permits required for initial occupancy shall be deemed 
satisfaction of the foregoing representations and obligations.  Landlord shall 
also be responsible for paying any and all fines or penalties assessed by any 
governmental authority if the Premises fails to meet codes and regulations of 
governmental authorities during the Term of this Lease, other than as a result 
of the failure of the Tenant Work or Alterations and/or improvements made by 
Tenant to comply with all laws, codes, regulations and ordinances as required 
by regulations of governing authorities.  Tenant shall be responsible for 
paying any and all fines or penalties for the failure of the Tenant Work and 
Alterations and/or improvements made by Tenant to comply with all laws, codes, 
regulations and ordinances as required by regulations of governing authorities 
during the Term of this Lease and shall cause the Tenant Work and any 
Alterations and/or improvements made by Tenant to be brought up to the proper 
standards at Tenant's expenses.


	ARTICLE 9

	RIGHTS RESERVED BY LANDLORD

9.1	Landlord's Entry.  In addition to any other right of entry 
provided to Landlord in this Lease, Landlord reserves the right, at all 
reasonable times and upon twenty-four (24) hours prior notice to Tenant except 
in case of emergency when no notice shall be required (but Landlord will use 
reasonable efforts to give prior or contemporaneous notice), to enter the 
Premises to:  (i) inspect them; (ii) show the Premises to prospective 
purchasers, mortgagees or tenants (provided that Landlord shall only show the 
Premises to prospective tenants during the last (6) six months of the Lease 
Term); (iii) post notices of non-responsibility or other notices as may be 
customary in the State of California;  (iv) for performance of any of 
Landlord's repair and/or maintenance rights or obligations; or (v) to exercise 
any other rights, obligations or remedies that Landlord may have under this 
Lease.  Landlord and its authorized representatives may enter the Premises at 
any time in case of emergency and shall have the right to use any and all 
means which Landlord may deem proper to open such doors during an emergency 
in order to obtain entry to the Premises.  Any entry to the Premises obtained 
by Landlord in the event of any emergency shall not, under any circumstances, 
be construed or deemed to be a forcible or unlawful entry into, or detainer 
of, the Premises, or to be an eviction of Tenant from the Premises or any 
portion thereof.  

9.2	Landlord's Cure.  If Tenant shall default in the performance of 
its obligations under this Lease and if such default is not cured within the 
applicable periods provided in Article 14, Landlord upon twenty (20) days 
prior notice to Tenant (except in emergency in which case no notice shall be 
required) may, but shall not be obligated to, make any such payment or perform 
any such act on Tenant's part without waiving its right based upon any default 
of Tenant and without releasing Tenant from any obligations hereunder.  Except 
as may be specifically provided to the contrary in this Lease, Tenant shall 
pay to Landlord, within twenty (20) days after delivery by Landlord to Tenant 
of statements therefor, sums equal to expenditures reasonably made and 
obligations reasonably incurred by Landlord in connection with the remedying 
by Landlord of Tenant's defaults.  If there are any outstanding monetary 
obligations of Tenant under this Lease attributable to the period prior to the 
expiration or termination of this Lease, such obligations shall survive the 
termination or expiration of this Lease and such amount shall be payable to 
Landlord within ten (10) days after receipt of notice therefor from Landlord.

	ARTICLE 10

	INDEMNITY AND INSURANCE
	

10.1	Tenant's Insurance Obligations.  Tenant, at its sole cost and 
expense, shall obtain and continuously maintain in full force and effect 
during the Term of this Lease, commencing with the earlier to occur of 
(a) Commencement Date or (b) the date Tenant first occupies the Premises, 
policies of insurance covering the Improvements constructed, installed or 
located on the Premises naming the Landlord, as an additional insured, against 
(a) loss or damage by fire; (b) loss or damage from such other risks or 
hazards now or hereafter embraced by an "Extended Coverage Endorsement," 
including, but not limited to, windstorm, hail, explosion, vandalism, riot and 
civil commotion, damage from vehicles, smoke damage, water damage and debris 
removal; (c) loss for damage by earthquake if requested by Landlord (provided 
that Landlord shall reimburse Tenant for the cost of insurance allocable to 
earthquake coverage); (d) loss from so-called explosion, collapse and 
underground hazards; and (e) loss or damage from such other risks or hazards 
of a similar or dissimilar nature which are now or may hereafter be 
customarily insured against with respect to improvements similar in 
construction, design, general location, use and occupancy to the Improvements 
other than loss for flood.  At all times, such insurance coverage shall be in 
an amount equal to 100% of the then "full replacement cost" of the 
Improvements exclusive of excavations, foundations and footings "Full 
Replacement Cost" shall be interpreted to mean the cost of replacing the 
improvements without deduction for depreciation or wear and tear, and it shall 
include a reasonable sum for architectural, engineering, legal, administrative 
and supervisory fees connected with the restoration or replacement of the 
Improvements in the event of damage thereto or destruction thereof.  If a 
sprinkler system shall be located in the Improvements, sprinkler leakage 
insurance shall be procured and continuously maintained by Tenant at Tenant's 
sole cost and expense.  Prior to occupancy of the Premises, Tenant shall 
deliver to Landlord  a copy of such insurance policy.

10.2	Insurance Coverage.  During the Term of this Lease, Tenant, at its 
sole cost and expense, shall obtain and continuously maintain in full force 
and effect comprehensive general liability insurance or commercial liability 
insurance against any loss, liability or damage on, about or relating to the 
Premises, or any portion thereof, with limits of not less than Three Million 
Dollars ($3,000,000.00) combined single limit, per occurrence and aggregate, 
coverage on an occurrence basis.  Such insurance shall specifically insure (by 
contractual liability endorsement) Tenant's indemnity obligations under this 
Lease.


The insurance set forth in this Section 10.2 shall be maintained by 
Tenant at not less than the limits set forth herein.  To the extent it is 
customary in the marketplace for insurance limits to be higher than those 
specified in this Section 10.2, such limits may be increased, upon written 
notice from Landlord to Tenant, at the end of each five (5) year period during 
which this Lease is in effect ("Adjustment Date") based upon increases (if 
any) in the Index (defined below).  The most recent Index in publication prior 
to the Commencement Date shall be the "Base Index."  On each Adjustment Date, 
the insurance limits shall be increased by the percentage equal to the 
percentage increase (if any) in the most recent Index in publication prior to 
the Adjustment Date ("Comparison Index") over the Base Index.  The term 
"Index" as used in this Lease shall mean the United States Department of 
Labor, Bureau of Labor Statistics Consumer Price Index for Urban Wage Earners 
and Clerical Workers, Los Angeles-Long Beach-Anaheim Average Subgroup "All 
Items," (1982-84 = 100).  If the 1982-84 base of the Index should hereafter 
be changed, then the new base shall be converted to the 1982-84 base and the 
base as so converted shall be used.  If at any time the Index should not exist 
in the format recited herein, Landlord shall substitute any official index 
published by the Bureau of Labor Statistics, or successor or similar 
governmental agency, as may then be in existence and shall, in Landlord's 
opinion, be most nearly equivalent thereto.

10.3	Insurance Provisions.  All policies of insurance required by this 
Article shall provide that the proceeds thereof shall be payable to Tenant and 
Landlord as their interests appear, and if Landlord so requests shall also be 
payable to any contract purchaser of the Premises and the holder of any 
mortgages now or hereafter becoming a lien on the fee of the Premises, or any 
portion thereof, provided that any such mortgagee has provided Tenant with the 
Non-Disturbance Agreement (defined below).  Tenant shall not, on Tenant's own 
initiative or pursuant to request or requirement of any third party, take out 
separate insurance concurrent in form or contributing in the event of loss 
with that required in Section 10.1 hereof, unless Landlord is named therein 
too as an additional insured with loss payable as in said Section 10.1 
provided.  Tenant shall immediately notify Landlord whenever any such separate 
insurance is taken out and shall deliver to Landlord original certificates 
evidencing the same.  Any such insurance obtained and maintained by Tenant 
shall name Landlord, and, if requested by Landlord, Landlord's mortgagee, as 
an additional insured therein, provided that any such mortgagee has provided 
Tenant with the Non-Disturbance Agreement (defined below), and such insurance 
shall be obtained and maintained from and with a reputable and financially 
sound insurance company authorized to issue such insurance in California.  
Each policy required under this Article 10 shall have attached thereto (a) an 
endorsement that such policy shall not be canceled or materially changed 
without at least thirty (30) days prior written notice to Landlord, and (b) 
an endorsement to the effect that the insurance as to the interest of Landlord 
shall not be invalidated by any act or neglect of Landlord or Tenant and an 
"agreed value" endorsement.  All policies of insurance, together with any 
endorsements reflecting the changes to the policy required to comply with this 
Lease, shall be written in companies reasonably satisfactory to Landlord and 
licensed in the state in which the Premises are located.  Such certificates 
of insurance shall be in a form reasonably acceptable to Landlord, shall be 
delivered to Landlord upon commencement of the Term and prior to expiration 
of such policy, new certificates of insurance, shall be delivered to Landlord 
not less than twenty (20) days prior to the expiration of the then current 
policy Term.  In the event Tenant shall fail to procure such insurance, or to 
deliver such policies or certificates and appropriate endorsements, Landlord 
may, at its option, procure such policies for the account of Tenant after five 
(5) days' written notice, and the cost thereof shall be paid by Tenant to 
Landlord as Additional Rent within fifteen (15) days after delivery to Tenant 
of bills therefor.  

10.4	Waiver of Subrogation.  Tenant shall cause to be inserted in the 
policy or policies of insurance required by this Article 10 hereof a so-called 
"Waiver of Subrogation Clause" as to Landlord.  Each party hereby waives, 
releases and discharges the other party, its agents and employees from all 
claims whatsoever arising out of loss, claim, expense or damage to or 
destruction covered or coverable by insurance required under this Article 10 
notwithstanding that such loss, claim, expense or damage may have been caused 
by such other party, its agents or employees, and each party agrees to look 
to the insurance coverage only in the event of such loss. 

10.5	Rental Abatement Insurance.  Landlord may maintain insurance 
coverage (including loss of use and rental abatement coverage) upon Tenant's 
business and upon all personal property of Tenant or the personal property of 
others kept, stored or maintained on the Premises against loss or damage by 
fire, windstorm or any other casualties or causes for such amount as Landlord 
may desire.  Tenant shall reimburse Landlord for the actual and commercially 
reasonable costs of such rental abatement insurance, covering a period not to 
exceed eighteen (18) months, on an annual basis.  Tenant shall pay such 
amounts to Landlord as Additional Rent, no later than thirty (30) days after 
receipt of a statement therefor from Landlord.  Landlord shall have the right 
to require payments on a semi-annual or annual basis.  The failure of Landlord 
to deliver a statement for such charges shall not constitute a waiver of 
Landlord's rights to collect such amounts if delivered within six (6) months. 
 Tenant shall have the right, upon at least six (6) months prior notice, to 
elect to carry its own business interruption or rental abatement insurance, 
in amounts reasonably acceptable to Landlord and which satisfy the 
requirements set forth in Section 10.3 and this Section 10.5 of this Lease. 
 In such case, Landlord shall cancel the rental abatement insurance.  Tenant 
agrees that such policies shall contain a waiver of subrogation clause as to 
Landlord.


10.6	Indemnification by Tenant.  To the fullest extent allowed by law, 
Tenant shall at all times indemnify, protect, defend with legal counsel 
reasonably acceptable to Landlord) and hold Landlord and Landlord's 
shareholders, officers, directors, partners, employees, lender, managing 
agent, successors and/or assigns (collectively, "Landlord's Indemnities") 
harmless against and from any and all claims, costs, liabilities, actions and 
damages (including, without limitation, attorneys' fees and costs and costs 
related to the enforcement of  this indemnity  provision) arising from or out 
of any occurrence in, upon or about the Premises or the occupancy or use by 
Tenant of the Premises, or the condition of the Premises to the extent caused 
by any act or omission of Tenant, its agents, contractors, servants, tenants, 
invitees (i.e. persons directed or requested by Tenant to enter the Premises) 
or licensees (collectively "Tenant's Agents") or arising from any act or 
negligence of Tenant or  Tenant's Agents, or a default by Tenant under this 
Lease or, to the extent covered by insurance Tenant is required to carry under 
this Lease, arising from any accident, injury or damage whatsoever caused to 
any person, or entity occurring during the Term of this Lease, in or about the 
Premises, and from and against all costs, attorney's fees, expenses and 
liabilities incurred in or about any such claim or action or proceeding 
brought thereon.  Notwithstanding the foregoing, Tenant shall not have any 
liability hereunder or otherwise with respect to any claim, cost, liability, 
action or damage caused by the negligence or wilful misconduct of Landlord or 
any of Landlord's Indemnitees or Landlord's Agents or any material default by 
Landlord under this Lease.  In case any action or proceeding be brought 
against Landlord by reason of any such claim, Tenant, upon notice from 
Landlord, covenants to defend such action or proceeding by counsel reasonably 
satisfactory to Landlord.  

10.7	Indemnification by Landlord.  To the fullest extent allowed by 
law, Landlord shall at all times indemnify, protect, defend (with legal 
counsel reasonably acceptable to Tenant) and hold Tenant and Tenant's 
shareholders, officers, directors, partners, employees, affiliates, successors 
and/or assigns (collectively, "Tenant's Indemnitees") harmless against and 
from any and all claims, costs, liabilities, actions and damages (including, 
without limitation, attorneys' fees and costs and costs related to the 
enforcement of this indemnity provision) arising from or out of any negligence 
or wilful misconduct by Landlord or any of the Landlord's Indemnities or 
Landlord's Agents, in, on, or about the Premises or any breach by Landlord of 
its obligations under this Lease, and from and against all costs, attorneys' 
fees, expenses and liabilities incurred in or about any such claim or action 
or proceeding brought thereon; provided, however, that in no event shall 
Landlord be obligated to indemnify, defend and hold Tenant or any of Tenant's 
Indemnitees or Tenant's Agents harmless to the extent of any claims, costs, 
liabilities, actions or damages arising from or out of, or occasioned in whole 
or in part by, the negligence or wilful misconduct of Tenant, Tenant's 
Indemnitees or Tenant's Agents or any material default by Tenant under this 
Lease.  In case any action or proceeding be brought against Tenant by reason 
of any such claim, Landlord, upon notice from Tenant, covenants to defend such 
action or proceeding by counsel reasonably satisfactory to Tenant.  Landlord 
shall cause the obligations under this Section 10.7 to be covered under 
Landlords policy of commercial general liability insurance. 

	ARTICLE 11

	ASSIGNMENT AND SUBLETTING

11.1	Restriction on Other Transfers.  Except as specifically permitted 
in Section 11.2 below, Tenant shall not assign, sublease, mortgage, pledge, 
transfer, or otherwise encumber or dispose of this Lease, or any interest 
therein, or in any manner assign, mortgage, pledge, transfer or otherwise 
encumber or dispose of its interest or estate in the Premises, or any portion 
thereof ("Transfer"), without obtaining Landlord's prior written consent in 
each and every instance, which consent shall not be unreasonably withheld, 
delayed or conditioned.  If Landlord fails to respond to any request by Tenant 
for Landlord's consent or approval within twenty (20) days of such request, 
Tenant shall provide Landlord with a second written request.  If Landlord 
fails to respond to such second written request within ten (10) days of 
Landlord's receipt thereof, Landlord shall be deemed to have consented to such 
Transfer; provided that such second written request specifically states that 
Landlord's failure to respond within ten (10) days shall be deemed consent 
under this Section 11.1 of this Lease.  No Transfer shall release Tenant from 
its liability under this Lease.  Tenant acknowledges and agrees that this 
covenant and agreement is a material inducement to the decision of Landlord 
to lease the Premises to Tenant and that Landlord may use its sole and 
absolute discretion hereunder.  Landlord shall have the right to withhold 
consent to any sublessee  in the event any of the conditions set forth in 
Section 5.8 of this Lease apply. 

11.2	Permitted Transfers.  Notwithstanding the provisions of 
Section 11.1, Tenant shall have the right, without Landlord's prior consent, 
to Transfer all or any portion of the Premises to a related entity or 
affiliate of Tenant.  Tenant may also Transfer the lease to any successor 
entity, whether by merger, consolidation or otherwise, and to any entity that 
purchases all or substantially all of Tenant's assets.  Finally Tenant shall 
be permitted to assign or sublease to an Affiliate (as hereinafter defined) 
of Tenant.  The foregoing Transfers described in this Section 11.2 are 
referred to as "Permitted Transfers."  No such Permitted Transfer shall 
require Landlord's prior approval or consent, provided that Tenant shall 
provide to Landlord written notice of the Transfer, within a reasonable time 
thereafter, including the name of the transferee and the terms of the 
Transfer, and an agreement executed by the transferee acceptable to and in 
favor of Landlord whereby the transferee agrees to assume Tenant's obligations 
under this Lease.  No such Permitted Transfer shall release Tenant from its 
liability under this Lease.  As used herein, the term "Affiliate" shall mean 
any person, directly or indirectly through one or more intermediaries, 
controlling, controlled by, or under common control with the person in 
question, which, in the case of a person which is a partnership, shall include 
each of the partners thereof and each of their Affiliates.  The term 
"control," as used in the immediately preceding sentence, means, with respect 
to a person that is a corporation, the right to exercise, directly or 
indirectly, more than twenty percent (20%) of the voting rights attributable 
to the shares of the controlled corporation, and, with respect to a person 
that is not a corporation, the possession, directly or indirectly, of the 
power to direct or cause the direction of the management or policies of the 
controlled person. 

11.3	Sublease Requirements.  Any sublease permitted under this Article 
11 shall contain provisions to the effect that, except as may otherwise be 
specifically agreed to by Landlord in writing, (i) such sublease is only for 
actual use and occupancy by the sublessee; (ii) such sublease is subject and 
subordinate to all of the terms, covenants and conditions of this Lease and 
to all of the rights of Landlord thereunder; and (iii) Tenant shall continue 
to be and remain liable under the Lease.  In the case of a sublease, a copy 
of any sublease fully executed and acknowledged by Tenant and the sublessee 
shall be mailed to Landlord ten (10) days prior to the effective date of such 
sublease, which sublease shall be in form and content reasonably acceptable 
to Landlord.  

11.4	No Merger.  No merger shall result from Tenant's sublease of the 
Premises under this Article 11, Tenant's surrender of this Lease or the 
termination of this Lease in any other manner.  

11.5	Profits on Transfer.  In the event that Tenant shall make a 
permitted Transfer hereunder of all or any portion of the Premises (the 
"Transfer Space"), then the following shall apply:  Tenant shall pay Landlord 
monthly, as Additional Rent, at the same time as the monthly installment of 
Basic Rent required hereunder, fifty percent (50%) of the "Profit" payable by 
the Transferee pursuant to the terms reserved in the Transfer agreement, 
assignment or sublease.  For purposes of this Section 11.5, "Profit" shall 
mean all rent and other amounts paid or payable by the Transferee to Tenant 
pursuant to the terms of the Transfer which are in excess of the applicable 
Basic Rent and Additional Rent (if the obligation to pay Additional Rent is 
not passed through to or assumed by the Transferee under this Lease) after 
deducting therefrom Tenant's actual and reasonable costs incurred in 
connection with the Transfer, including but not limited to reasonable real 
estate commissions, costs of renovations or improvements, reasonable tenant 
improvement allowances, reasonable attorneys fees and reasonable rent 
concessions.

11.5.1	Tenant's Profit Statement.  Tenant shall and hereby agrees 
that it will furnish to Landlord upon written request from Landlord a complete 
statement, setting forth in detail the computation of all profit derived and 
to be derived from such assignment or sublease, such computation to be made 
in accordance with generally accepted accounting principles.  Tenant agrees 
that Landlord or its authorized representatives shall be given access, at all 
reasonable times (at Tenant's Southern California office) upon ten (10) 
business days advance notice, not to exceed more than one (1) time per year 
per Transfer, to the books, records and papers of Tenant relating directly to 
any such assignment or subletting.

	ARTICLE 12

	DAMAGE OR DESTRUCTION
	

12.1	Destruction and Restoration.  Tenant covenants and agrees that in 
case of damage to or destruction of the Improvements after the Commencement 
Date by fire or otherwise, Tenant at its sole cost and expense, shall promptly 
restore, repair, replace and rebuild the same ("Restoration") as nearly as 
possible to the condition that the same were in immediately prior to such 
damage or destruction with such changes or alterations as may be reasonably 
acceptable to Tenant or required by law.  Tenant shall forthwith give Landlord 
written notice of such damage or destruction upon the occurrence thereof and 
specify in such notice, in reasonable detail, the extent thereof.  The 
Restoration shall be carried on and completed in accordance with the 
provisions and conditions of this Lease.  All insurance proceeds shall be held 
by Landlord and Tenant as co-trustee.  If the insurance moneys in the hands 
of Landlord and Tenant as co-trustees shall be deemed to be insufficient by 
Landlord to pay the entire costs of the Restoration, Tenant agrees, only to 
the extent Tenant failed to maintain the insurance Tenant is required to 
maintain under this Lease, to pay any deficiency promptly upon demand that 
would have been paid by the insurance company had Tenant maintained the 
required insurance. 

12.2	Application of Insurance Proceeds.  All insurance moneys recovered 
by Landlord or Tenant shall be held by Landlord and Tenant as co-trustees on 
account of such damage or destruction, less the costs, if any, to Landlord of 
such recovery, shall be applied to the payment of the costs of the Restoration 
and shall be paid out from time to time as the Restoration progresses, in 
accordance with requirements imposed by Landlord or any mortgagee of record, 
provided that any such mortgagee has theretofore or concurrently provided, 
Tenant with the Non-Disturbance Agreement (defined below).  Tenant shall 
furnish Landlord at the time of any such payment with lien releases and 
evidence reasonably satisfactory to Landlord that there are no unpaid bills 
in respect to any work, labor, services or materials performed, furnished or 
supplied in connection with such Restoration.  

12.3	Continuance of Tenant's Obligations.  No destruction of or damage 
to the Premises, or any portion thereof, by fire, casualty or otherwise shall 
permit Tenant to surrender this Lease or shall relieve Tenant from its 
liability to pay to Landlord the Basic Rent and Additional Rent payable under 
this Lease or from any of its other obligations under this Lease, and Tenant 
waives any rights now or hereafter conferred upon Tenant by present or future 
law or otherwise to quit or surrender this Lease or the Premises, or any 
portion thereof, to Landlord or to any suspension, diminution, abatement or 
reduction of rent on account of any such damage or destruction. 


12.4	Damage or Destruction at End of Lease Term.  In the event the 
damage or destruction occurs during the last eighteen (18) months of the Lease 
Term, then, notwithstanding the provisions of Section 12.1 and 12.2, Tenant 
shall not be obligated to complete such Restoration so long as Tenant assigns 
to Landlord all insurance proceeds except those amortized and allocable to 
Tenant's Work (as defined in the Work Letter) (including the amount of any 
deductibles and any other amounts necessary) so that Landlord can complete 
such Restoration.

12.5	Waiver of California Statutes.  Tenant waives the protection of 
any statute, code or judicial decision which grants a Tenant the right to 
terminate a lease in the event of damage or destruction of the Premises, 
including, but not limited to, the provisions of Sections 1932(2) and 1933(4) 
of the Civil Code or any successor statute or law.  Tenant agrees that the 
provisions of this Article shall govern the rights and obligations of Landlord 
and Tenant in the event of any damage or destruction of the Premises.  
Notwithstanding the foregoing, Basic Rent and Additional Rent shall be abated 
proportionately during any period of repair under this Article for a period 
not to exceed eighteen (18) months; provided that Tenant has complied with the 
requirements of Section 10.5.

	ARTICLE 13

	CONDEMNATION

13.1	Condemnation of Entire Premises.  If, during the Term of this 
Lease, the entire Premises shall be taken as the result of the exercise of the 
power of eminent domain (hereinafter referred to as the "Proceedings"), this 
Lease shall terminate on the date of vesting of title pursuant to such 
Proceedings.  In any taking of the Premises, or any portion thereof, whether 
or not this Lease is terminated as in this Article provided, Tenant shall not 
be entitled to any portion of the award for the taking of the Premises or 
damage to the Improvements, except as otherwise provided for in Section 13.3 
with respect to the restoration of the Improvements, or for the estate or 
interest of Tenant therein, all such award, damages, consequential damages and 
compensation being hereby assigned to Landlord, and Tenant hereby waives any 
right it now has or may have under present or future law to receive any 
separate award of damages for its interest in the Premises, or any portion 
thereof, or its interest in this Lease, except that Tenant shall have, 
nevertheless, the limited right to prove in the Proceedings and to receive any 
award which may be made for damages to or condemnation of Tenant's movable 
trade fixtures and equipment, and for Tenant's relocation costs in connection 
therewith.

13.2	Partial Condemnation/Termination of Lease.  If, during the Term 
of this Lease, less than the entire Premises, but more than ten percent (10%) 
of the floor area of the Building, or more than fifteen percent (15%) of the 
land area of the Premises, shall be taken in any such Proceedings, this Lease 
shall, upon vesting of title in the Proceedings, terminate as to the portion 
of the Premises so taken, and Tenant shall have the right to terminate this 
Lease if the business of Tenant conducted in the portion of the Premises taken 
cannot reasonably be carried on with substantially the same utility and 
efficiency in the remainder of the Premises and Tenant cannot construct or 
secure substantially similar space to the space so taken, on the Premises. 
 Such termination as to the remainder of the Premises shall be effected by 
notice in writing given not more than sixty (60) days after the date of 
vesting of title in such Proceedings, and shall specify a date not more than 
sixty (60) days after the giving of such notice as the date for such 
termination.

13.3	Partial Condemnation/Continuation of Lease.  If ten percent (10%), 
or less, of the floor area of the Building, or fifteen percent (15%), or less, 
of the Land, shall be taken in such Proceedings, or if more than ten percent 
(10%) of the floor area of the Building or more than fifteen percent (15%) of 
the Land is taken (but less than the entire Premises), and this Lease is not 
terminated as in Section 13.2 hereof provided, this Lease shall, upon vesting 
of title in the Proceedings, terminate as to the parts so taken.  The net 
amount of the award (after deduction of all costs and expenses, including 
attorneys' fees), shall be held by Landlord and Tenant as co-trustees and 
applied as hereinafter provided.  Tenant, in such case, covenants and agrees, 
at Tenant's sole cost and expense (subject to reimbursement to the extent 
hereinafter provided), promptly to restore that portion of the Improvements 
on the Premises not so taken to a complete architectural and mechanical unit 
for the use and occupancy of Tenant as in this Lease provided.  In the event 
that the net amount of the award (after deduction of all costs and expenses, 
including attorney's fees) that may be received by Landlord and held by 
Landlord and Tenant as co-trustees in any such Proceedings is insufficient to 
pay all costs of such restoration work, Landlord may elect to either (a) 
terminate the Lease in accordance with the provisions of Section 13.1 or (b) 
continue the Lease and restore that portion of the Improvements on the 
Premises not so taken to a complete architectural and mechanical unit for the 
use and occupancy of Tenant as in this Lease provided.  If Landlord elects to 
terminate the Lease under this Section 13.3, Landlord shall deliver to Tenant 
written notice of Landlord's election to terminate along with an estimate of 
the amount of the deficiency between the costs of complete restoration and the 
award ("Deficiency Amount"), Tenant may continue the Lease in effect by 
delivery written notice to Landlord, within fifteen (15) days of receipt of 
Landlord's termination notice, of its election to continue the Lease and pay 
the Deficiency Amount.  If Tenant elects to continue the Lease, Tenant shall 
deliver to Landlord and Tenant as co-trustees the Deficiency Amount within 
fifteen (15) days of written request by Landlord.  If the Premises are 
restored, the award amounts shall be disbursed in accordance with the same 
requirements set forth in Section 12.2 of this Lease. If the Lease is 
terminated, the award amounts shall be disbursed in accordance with Section 
13.1.

13.4	Continuance of Obligations.  In the event this Lease is not 
terminated, then from and after the date of vesting of title in such 
Proceedings, Tenant shall continue to pay the Basic Rent and Additional Rent 
and other charges payable hereunder, as in this Lease provided, to be paid by 
Tenant, subject to an abatement of a just and proportionate part of the Basic 
Rent according to the extent and nature of such taking as may be mutually 
agreed upon by Tenant and Landlord.  

13.5	Tenant's Waiver.  Tenant waives the protection of any statute, 
code or judicial decision which grants Tenant a right to any compensation 
other than that set forth in this Article in the event of a taking, including, 
but not limited to, California Code of Civil Procedure Section 1265.150 or any 
successor statute or law.  

	ARTICLE 14

	DEFAULTS; REMEDIES

14.1	Events of Default.  The occurrence of any of the following shall 
constitute a default and breach of this Lease by Tenant:

14.1.1	Failure to Pay.  If Tenant fails to pay such Rent or such 
charge as and when due where such failure continues for ten (10) days after 
written notice thereof by Landlord to Tenant.

14.1.2	Failure to Perform.  If Tenant fails to perform any of 
Tenant's nonmonetary obligations under this Lease for a period of thirty (30) 
days after written notice from Landlord; provided that if more time is 
required to complete such performance, Tenant shall not be in default if 
Tenant commences such performance within the thirty (30)-day period and 
thereafter diligently pursues its completion. 

14.1.3	Other Defaults.  (i) If Tenant makes a general assignment 
or general arrangement for the benefit of creditors; (ii) a petition for 
adjudication of bankruptcy or for reorganization or rearrangement is filed by 
or against Tenant and is not dismissed within sixty (60) days; (iii) if a 
trustee or receiver is appointed to take possession of substantially all of 
Tenant's assets located at the Premises or of Tenant's interest in the Lease 
and possession is not restored to Tenant within sixty (60) days; or (iv) if 
substantially all of Tenant's assets located at the Premises or of Tenant's 
interest in this Lease is subjected to attachment, execution or other judicial 
seizure which is not discharged within sixty (60) days.  If a court of 
competent jurisdiction determines that any of the acts described in this 
Subsection is not a default under this Lease, and a trustee is appointed to 
take possession (or if Tenant remains a debtor in possession) and such trustee 
or Tenant transfers Tenant's interest hereunder, then Landlord shall receive, 
as Additional Rent, the difference between the Rent (or any other 
consideration) paid in connection with such assignment or sublease and the 
Rent payable by Tenant hereunder.  

The notices required by this Section are intended to satisfy any and all 
notice requirements imposed by law on Landlord and are not in addition to any 
such requirement.

14.2	Remedies.  On the occurrence of any default by Tenant, Landlord 
may, at any time thereafter, with or without any additional notice or demand 
and without limiting Landlord in the exercise of any right or remedy which 
Landlord may have:

(a)	Terminate Tenant's right to possession of the Property 
at any time by any lawful means, in which case this Lease shall terminate and 
Tenant shall immediately surrender possession of the Property to Landlord. 
 In such event, Landlord shall be entitled to recover from Tenant all damages 
incurred by Landlord by reason of Tenant's default, including (i) the worth 
at the time of the award of the unpaid Rent and other charges which Landlord 
had earned at the time of the termination; (ii) the worth at the time of the 
award of the amount by which the unpaid Basic Rent, Additional Rent and other 
charges which Landlord would have earned after termination until the time of 
the award exceeds the amount of such rental loss that Tenant proves Landlord 
could have reasonably avoided; (iii) the worth at the time of the award of the 
amount by which the unpaid Basic Rent, Additional Rent and other charges which 
Tenant would have paid for the balance of the Lease Term after the time of 
award exceeds the amount of such rental loss that Tenant proves Landlord could 
have reasonable avoided; and (iv) any other amount, including court costs 
necessary to compensate Landlord for all the detriment proximately caused by 
Tenant's failure to perform its obligations under the Lease or which in the 
ordinary course of things would be likely to result therefrom, including, but 
not limited to, any costs or expenses Landlord incurs in maintaining or 
preserving the Property after such default, the cost of recovering possession 
of the Property, expenses of reletting, including necessary renovation or 
alteration of the Property, Landlord's reasonable attorneys' fees incurred in 
connection therewith, and any real estate commission paid or payable.  As used 
in subparts (i) and (ii) above, the "worth at the time of the award" is 
computed by allowing interest on unpaid amounts at the Maximum Rate of 
Interest set forth in Item 10 of the Basic Terms.  As used in subpart (iii) 
above, the "worth at the time of the award" is computed by discounting such 
amount at the discount rate of the Federal Reserve Bank of San Francisco at 
the time of the award, plus one percent (1%).  If Tenant has abandoned the 
Property, Landlord shall have the option of (i) retaking possession of the 
Property and recovering from Tenant the amount specified in this Paragraph 
14.1.5(a), or (ii) proceeding under Paragraph 14.1.5(b) or (c);

(b)	Maintain Tenant's right to possession, in which case 
this Lease shall continue in effect whether or not Tenant has abandoned the 
Property.  Landlord shall be entitled to enforce all of Landlord's rights and 
remedies under this Lease, including the right to recover the Rent as it 
becomes due.  This remedy is intended to and is hereby declared to be that 
described in California Civil Code Section 1951.4.  During the period Tenant 
is in default, Landlord may enter the Premises and relet them, or any part of 
them, to third parties for Tenant's account.  Tenant shall be liable 
immediately to Landlord for all costs Landlord incurs in reletting the 
Premises, including brokers' commissions, expenses of remodeling the Premises 
required by the reletting, and like costs.  Reletting can be for a period 
shorter or longer than the remaining Term of this Lease.  Tenant shall pay to 
Landlord the Rent due under this Lease on the dates the Rent is due, less the 
Rent Landlord receives from reletting.  No act by Landlord allowed by this 
Section 14.2(b) will terminate this Lease unless Landlord notifies Tenant in 
writing that Landlord elects to terminate this Lease.  After Tenant's default 
and for so long as Landlord does not terminate Tenant's right to possession 
of the Premises, if Tenant obtains Landlord's consent, Tenant will have the 
right to assign or sublet its interest in this Lease, but Tenant will not be 
released from liability.  If Landlord elects to relet the Premises as provided 
in this Section 14.2(b), Rent that Landlord receives from reletting will be 
applied to the payment of: (i) first, any indebtedness from Tenant to Landlord 
other than Rent due from Tenant; (ii) second, all costs, including for 
maintenance, incurred by Landlord in reletting; and (iii) third, Rent due and 
unpaid under the Lease.  After deducting the payments referred to in this 
Section 14.2(b), any sum remaining from the Rent Landlord receives from 
reletting will be held by Landlord and applied in payment of future Rent as 
Rent becomes due under this Lease.  If, on the date Rent is due under this 
Lease, the Rent received from the reletting is less than the Rent due on that 
date, Tenant will pay to Landlord, in addition to the remaining Rent due, all 
costs, including for maintenance, Landlord incurred in reletting which remain 
after applying the Rent received from the reletting; and/or

(c)	Pursue any other remedy now or hereafter available to 
Landlord under the laws or judicial decisions of the state in which the 
Property is located.

14.3	Right of Landlord to Re-Enter.  In the event of any termination 
of this Lease, Landlord shall have the immediate right to enter upon and 
repossess the Premises, and any personal property of Tenant may be removed 
from the Premises and stored in any public warehouse at the risk and expense 
of Tenant.

14.4	Cumulative Remedies.  Landlord's exercise of any right or remedy 
shall not prevent it from exercising any other right or remedy.

14.5	Mitigation.  Landlord shall have the obligation to use all 
reasonable efforts to mitigate any loss or damages suffered by Landlord on 
account of any default by Tenant. 

14.6	Limitation on Remedies.  Notwithstanding anything to the contrary 
in this Article 14, Landlord shall not be permitted to accelerate the payment 
of Rent for the remainder of the Lease Term unless there has been a monetary 
default by Tenant for over 60 days.  Except as otherwise specifically provided 
in this Lease, neither Landlord nor Tenant shall not be entitled to recover 
consequential and/or punitive damages from the other as a result of the breach 
of this Lease.

14.7	Legal Costs.  Each party shall reimburse the other party, upon 
demand, for any reasonable costs or expenses incurred by such other party in 
connection with any actual breach or default of the non-performing party under 
this Lease, whether or not suit is commenced or judgment entered.  Such costs 
shall include reasonable legal fees and costs incurred for the negotiation of 
a settlement, enforcement of rights or otherwise.  Tenant shall also 
indemnify, protect, defend and hold Landlord harmless from all costs, 
expenses, demands and liability (including, without limitation, attorneys' 
fees and costs, including attorneys fees as a result of the enforcement of 
this indemnity) incurred by Landlord if Landlord becomes or is made a party 
to any claim or action (a) instituted by Tenant (other than against Landlord), 
or by any third party against Tenant, or by or against any person holding any 
interest under or using the Premises by license of or agreement with Tenant; 
(b) for foreclosure of any lien for labor or material furnished to or for 
Tenant or such other person; (c) otherwise arising out of or resulting from 
any act or transaction of Tenant or such other person; or (d) necessary to 
protect Landlord's interest under this Lease in a bankruptcy proceeding, or 
other proceeding under Title 11 of the United States Code, as amended.  Tenant 
shall defend Landlord against any such claim or action at Tenant's expense 
with counsel reasonably acceptable to Landlord or, at Landlord's election, 
Tenant shall reimburse Landlord for any legal fees or costs incurred by 
Landlord in any such claim or action. 


14.8	No Waiver.  No failure by Landlord or by Tenant to insist upon the 
performance of any of the terms of this Lease or to exercise any right or 
remedy consequent upon a breach thereof, and no acceptance by Landlord of full 
or partial rent from Tenant or any third party during the continuance of any 
such breach, shall constitute a waiver of any such breach or of any of the 
terms of this Lease.  None of the terms of this Lease to be kept, observed or 
performed by Landlord or by Tenant, and no breach thereof, shall be waived, 
altered or modified except by a written instrument executed by Landlord and/or 
by Tenant, as the case may be.  No waiver of any default of either party 
herein shall be implied from any omission by the other party to take any 
action on account of such default.  One or more waivers by either party shall 
not be construed as a waiver of a subsequent breach of the same covenant, term 
or condition.  No statement on a payment check from Tenant or in a letter 
accompanying a payment check shall be binding on Landlord.  Landlord may, with 
or without notice to Tenant, negotiate such check without being bound to the 
conditions of such statement.

14.9	Waiver by Tenant.  Tenant hereby waives all claims by Landlord's 
re-entering and taking possession of the Premises and removing and storing the 
property of Tenant as permitted under this Article 14 and will save Landlord 
harmless from all losses, costs or damages occasioned Landlord thereby.  No 
such reentry shall be considered or construed to be a forcible entry by 
Landlord.  If Landlord fails to perform any of Landlord's obligations under 
this Lease, which failure continues for more than fifteen (15) days after 
Tenant's delivery of written notice to Landlord specifying such failure, or 
if such failure is of a nature that it requires more than fifteen (15) days 
to remedy and continues beyond the time reasonably necessary to cure (and 
Landlord has not undertaken procedures to cure the failure withing such 
fifteen (15) day period and diligently pursued such efforts to complete such 
cure), Tenant may deliver a reminder notice ("Reminder Notice").  If Landlord 
fails to commence to cure such failure within fifteen (15) days of receipt of 
Tenant's Reminder Notice and diligently pursue the same to completion, then 
Tenant may incur reasonable expenses necessary to perform the obligation of 
Landlord specified in such notice and invoice Landlord therefor.  If Landlord 
fails to reimburse Tenant within fifteen (15) days following receipt of such 
invoice, then Tenant may deliver a reminder notice ("First Reminder Notice"). 
 If Landlord fails to reimburse Tenant within fifteen (15) days of receipt of 
Tenant's First Reminder Notice, Tenant may deliver a second reminder notice 
("Second Reminder Notice").  If Landlord fails to reimburse Tenant within 
fifteen (15) days of receipt of Tenant's Second Reminder Notice, then Tenant 
may apply the cost of such repairs against the next Basic Rent obligations due 
hereunder, and invoice Landlord therefor. 

Notwithstanding anything contained herein to the contrary, Tenant's 
rights to deduct from Basic Rent shall be restricted to any amount per month 
not in excess of the sum of twenty-five percent (25%) of the Basic Rent; 
provided, however, that the sum which was not capable of offset as a result 
of such cap shall bear interest at the Maximum Rate of Interest from thirty 
(30) days after the date Tenant first invoiced Landlord for such expenses to 
be offset until the date Tenant actually recovers such costs through offset. 
 It is further agreed that, if any default by Landlord cannot be cured by 
Tenant by the expenditure of a sum that is recoverable from future offsets as 
authorized in this Lease by the end of the then applicable Term, the aforesaid 
twenty-five percent (25%) figure shall be increased to such percentage of the 
Basic Rent as is necessary in order to assure that such sum is recoverable 
from future offsets.  

14.9.1	Delinquent Rental Payments.  Any installment of Basic Rent 
or Additional Rent or any other charges payable by Tenant under the provisions 
hereof which shall not be paid when due or within ten (10) days thereafter 
shall be subject to a late payment fee of two percent (2%) of the unpaid 
amount per month commencing on the date said payment is due ("Late Payment 
Fee").  Tenant acknowledges that Tenant's failure to pay Basic Rent or 
Additional Rent when due may cause Landlord to incur unanticipated costs.  The 
exact amount of such costs are impractical or extremely difficult to 
ascertain.  The parties agree that such charge specified above represents a 
fair and reasonable estimate of the costs Landlord will incur by reason of 
such late payment and acceptance of such late charge does not constitute a 
waiver of Tenant's default or limit any other remedy of Landlord.  The late 
charge shall be deemed Rent and the rights to require it shall be in addition 
to all of Landlord's rights and remedies hereunder or at law.  Notwithstanding 
the foregoing, Tenant shall not be subject to the late payment fee specified 
herein unless Landlord has given Tenant ten (10) days written notice of any 
payment of Additional Rent or Basic Rent that is past due ("Late Payment 
Notice"); provided that after Tenant's receipt of two (2) such Late Payment 
Notices in any Lease Year, Landlord shall no longer be required to deliver a 
Late Payment Notice in order to collect the late payment fee during said Lease 
Year.  Notwithstanding the foregoing, Landlord waives its right to collect the 
Late Payment Fee the first time Landlord would otherwise be entitled to such 
a Late Payment Fee in any Lease Year.

	ARTICLE 15

	PROTECTION OF CREDITORS


15.1	Subordination.  This Lease and all rights of Tenant therein, and 
all interest or estate of Tenant in the Premises, or any portion thereof, 
shall be subject and subordinate to the lien of any mortgage, deed of trust, 
or other document of like nature ("Mortgage"), which at any time may be placed 
upon the Premises, or any portion thereof, by Landlord, and to any 
replacements, renewals, amendments, modifications, extensions or refinancing 
thereof, and to each and every advance made under any Mortgage.  Tenant agrees 
at any time hereafter, and from time to time on demand of Landlord, to execute 
and deliver to Landlord a Subordination, Non-Disturbance and Attornment 
Agreement in the form of Exhibit "F" attached hereto and incorporated herein 
("SNDA") and any other instruments, releases or other documents that may be 
reasonably required for the purpose of subjecting and subordinating this Lease 
to the lien of any such Mortgage and which are reasonably acceptable to 
Tenant.  It is agreed, nevertheless, that so long as Tenant is not in default 
in the payment of Basic Rent and Additional Rent and the performance and 
observance of all covenants, conditions, provisions, terms and agreements to 
be performed and observed by Tenant under this Lease, that such SNDA or other 
instrument, release or document shall not interfere with, hinder or molest 
Tenant's right to quiet enjoyment under this Lease, nor the right of Tenant 
to continue to occupy the Premises, and all portions thereof, and to conduct 
its business thereon in accordance with the covenants, conditions, provisions, 
terms and agreements of this Lease.  The lien of any such Mortgage shall not 
cover Tenant's trade fixtures or other personal property located in or on the 
Premises. 

15.2	Attornment.  If Landlord's interest in the Premises is acquired 
by any ground lessor, beneficiary under a deed of trust, mortgagee, or 
purchaser at a foreclosure sale or by any new person or entity as a result of 
any transfer by Landlord, Tenant shall attorn to the transferee of or 
successor to Landlord's interest in the Premises and recognize such transferee 
or successor as Landlord under this Lease if all obligations and liabilities 
accruing under this Lease after such acquisition are assumed in writing by 
such transferee or successor.  Tenant waives the protection of any statute or 
rule of law which gives or purports to give Tenant any right to terminate this 
Lease or surrender possession of the Premises upon the transfer of Landlord's 
interest.

15.3	Estoppel Certificates.

15.3.1	Within fifteen (15) business days after Landlord's or 
Tenant's written request (the "Requesting Party"), the non-requesting party 
(the "Responding Party") shall execute, acknowledge  and deliver to the 
Requesting Party a written statement certifying:  (i) that this Lease (and all 
guaranties, if any) is unmodified and in full force and effect (or, if there 
have been any modifications, that the same is in full force and effect, as 
modified, and stating the modifications); (ii) that this Lease has not been 
canceled or terminated; (iii) the last date of payment of the Basic Rent and 
other charges and the time period covered by such payment; (iv) whether or not 
there are then existing any breaches or defaults by such party or the other 
party known by such party under this Lease, and specifying such breach or 
default, if any, or any setoffs or defenses against the enforcement of any 
such breach of this Lease (or of any guaranties) upon the part of Landlord or 
Tenant (or any guarantor), as the case may be, to be performed or complied 
with (and, if so, specifying the same and the steps being taken to remedy the 
same) and (v) such other statements as reasonably required by The Requesting 
Party, or any lender or prospective lender, investor or purchaser.  the 
Responding Party shall deliver such statement to the Requesting Party within 
fifteen (15) business days after the Requesting Party's request.  Any such 
statement by Tenant may be given by Landlord to any prospective purchaser or 
encumbrancer of the Premises.  Such purchaser or encumbrancer may rely 
conclusively upon such statement as true and correct.

15.3.2	If the Responding Party, does not deliver such statement 
to the Requesting Party within such fifteen (15) business day period, then the 
Requesting Party may deliver a second request and if the Responding Party does 
not deliver such statement to Landlord within five (5) business days after 
receipt of such second request, then the Requesting Party, and any prospective 
purchaser or encumbrancer, may conclusively presume and rely upon the 
following facts:  (i) that the terms and provisions of this Lease have not 
been changed except as otherwise represented by the Requesting Party; 
(ii) that this Lease has not been canceled or terminated except as otherwise 
represented by the Requesting Party; (iii) that not more than one month's Base 
Monthly Rent or other charges have been paid in advance; and (iv) that the 
Requesting Party is not in default under this Lease.  In such event, the 
Responding Party shall be estopped from denying the truth of such facts.  

15.4	Mortgagee Protection Clause.  Tenant agrees to give any mortgagees 
and/or trust deed holders, by registered mail, a copy of any notice of 
default, served upon the Landlord, provided that prior to delivery of such 
notice Tenant has been notified in writing (by way of Notice of Assignment of 
Rents and Leases, or otherwise) of the addresses of such mortgagees and/or 
trust deed holders and the same have executed a Non-Disturbance Agreement as 
provided and defined below.  Tenant further agrees that if Landlord shall have 
failed to cure such default within the time provided for in this Lease, then 
the mortgagees and/or trust deed holders shall have an additional fifteen days 
(15) within which to cure such default or if such default cannot be cured 
within that time, then such additional time as may be necessary if within such 
fifteen days (15) any mortgagee and/or trust deed holder has commenced and is 
diligently pursuing the remedies necessary to cure such default  (including 
but not limited to commencement of foreclosure proceedings if necessary to 
effect such cure), in which event this Lease shall not be terminated while 
such remedies are being so diligently pursued.  

15.5	Non-Disturbance. Landlord represents that as of the Effective Date 
of this Lease, there is no mortgage encumbering the Land.  With respect to any 
future Mortgages, Tenant's subordination is expressly conditioned upon 
Landlord's delivery to Tenant of a fully executed Recognition and Non-
Disturbance Agreement substantially in the form of the SNDA or in such other 
form and substance as may be reasonably acceptable to Tenant with respect to 
such Mortgage ("Non-Disturbance Agreement").  

	ARTICLE 16

	TERMINATION OF LEASE


16.1	Surrender of Premises.  At the expiration of the Term of this 
Lease or earlier termination of this Lease, Tenant shall surrender the 
Premises together with all alterations placed thereon by Tenant (except 
Alterations Tenant elects to remove or Alterations Landlord, in the exercise 
of reasonable discretion, informed Tenant, in connection with Landlord=s 
approval of the installation thereof, that Landlord would require Tenant to 
remove upon the expiration of the Lease) in the same condition as the same 
were in upon delivery of possession thereto at the Commencement Date of the 
term of this Lease, reasonable wear and tear excepted, and shall surrender all 
keys to the Premises to Landlord at the place then fixed for the payment of 
Basic Rent and shall inform Landlord of all combinations on locks, safes and 
vaults, if any.  Tenant shall at such time remove all of its property 
therefrom and all alterations and improvements placed thereon by Tenant unless 
Landlord requires Tenant to leave the same.  Tenant shall repair any damage 
to the Premises caused by such removal, and any and all such property not so 
removed shall, at Landlord's option, after five (5) business days notice to 
Tenant, become the exclusive property of Landlord or be disposed of by 
Landlord, at Tenant's cost and expense, without further notice to or demand 
upon Tenant.  If the Premises be not surrendered as above set forth, Tenant 
shall indemnify, protect, defend and hold Landlord harmless against loss or 
liability resulting from the delay by Tenant in so surrendering the Premises, 
including, without limitation, any claim made by any succeeding occupant 
founded on such delay.  All property of Tenant not removed within thirty (30) 
days after the last day of the Term of this Lease shall be deemed abandoned. 
 Tenant hereby appoints Landlord its agent to remove, at Tenant's cost, all 
property of Tenant from the Premises left thirty (30) days or longer after 
termination of this Lease and to cause its transportation and storage for 
Tenant's benefit, all at the sole cost and risk of Tenant and Landlord shall 
not be liable for damage, theft, misappropriation or loss thereof and Landlord 
shall not be liable in any manner in respect thereto.

16.2	Holding Over.  In the event Tenant remains in possession of the 
Premises after expiration of this Lease, and without the execution of a new 
lease, it shall be deemed to be occupying the Premises as a tenant from month 
to month, subject to all the provisions, conditions and obligations of this 
Lease insofar as the same can be applicable to a month-to-month tenancy, 
except that the Basic Rent shall be escalated to one hundred twenty-five 
percent (125%) of the then current Basic Rent for the Premises.

	ARTICLE 17

	RENEWAL OPTIONS

17.1	Options to Renew.  Tenant shall have the right, to be exercised 
as hereinafter provided, to extend the term of this Lease ("Renewal Option") 
for up to two (2) periods of five (5) years each (each such five (5) year 
period is sometimes hereinafter referred to as a "Renewal Term") upon the 
following terms and conditions and subject to the limitations set forth below.

17.1.1	No Event of Default.  At the respective times hereinafter 
set forth for the exercise of each Renewal Option and at the time of the 
commencement of each Renewal Term, this Lease shall be in full force and 
effect and there shall be no uncured Event of Default under this Lease, but 
Landlord shall have the right, at its sole discretion, to waive any such 
condition regarding an Event of Default.

17.1.2	Fair Market Rent.  The Premises shall be leased to Tenant 
on an "as is" basis on the same terms, covenants and conditions contained in 
this Lease, except that the annual Basic Rent for the Premises, including all 
buildings, structures and fixtures erected thereon, together with all 
additions, alterations and replacements thereof (except Tenant's moveable 
trade fixtures, machinery and equipment) shall be adjusted to reflect ninety-
five percent (95%) of the Fair Market Rent (as hereinafter defined) for the 
Premises, as of the date of commencement of such Renewal Term ("Adjusted Basic 
Rent"); provided that in no event shall such Adjusted Basic Rent be less than 
the Basic Rent for the Lease Year immediately prior to the Renewal Term.  

17.1.3	Exercise of Renewal Term(s).  Tenant shall exercise its 
right to extend the Term of this Lease for any Renewal Term set forth in this 
Article 17, if at all, by notifying Landlord, in writing, of its election to 
exercise the right to renew and extend the term of this Lease at least nine 
(9) months prior to the expiration of the Initial Term or the applicable 
Renewal Term, as the case may be.

17.1.4	Determination of Fair Market Rent.  In calculating the 
Fair Market Rent, the Premises shall be deemed to include all buildings, 
structures and fixtures erected thereon, together with all additions and 
replacements thereof (except Tenant's moveable trade fixtures, machinery and 
equipment).  Not earlier than eighteen (18) months prior to the expiration of 
the Initial Term and each Renewal Term, Tenant may notify Landlord of its 
desire to consider renewal of this Lease.  Thereafter, Landlord and Tenant 
shall make a good faith effort to agree upon the "Fair Market Rent" of the 
Premises for the ensuing Renewal Term.  In the event Landlord and Tenant fail 
to agree within sixty (60) days after delivery of Tenant's notice ("Initial 
Rent Determination Period"), the "Fair Market Rent" shall be determined by 
arbitration in accordance with the process described below.  Without limiting 
the foregoing, in determining the Fair Market Rent, the following factors 
shall be considered:  the amount per rentable square foot that a willing, 
comparable, non-equity tenant would pay, and a willing landlord of a 
comparable property in the marketplace (as set forth above) would accept in 
an arm's-length transaction giving appropriate consideration to rental rates 
per rentable square foot, escalation clauses (including, but not limited to, 
operating expenses and real estate taxes), abatement provisions reflecting 
free rent, if any, length of lease term, size and location of premises being 
leased, tenant improvement allowances, if any, and any other generally 
applicable terms and conditions of tenancy for the subject space.  


17.1.5	Arbitration.  All arbitrators appointed by or on behalf of 
either party or appointed pursuant to the provisions hereof shall be MAI 
members of the American Institute of Real Estate Appraisers with not less than 
ten (10) years of experience in the appraisal of improved commercial and 
industrial real estate in the Riverside, California area and be devoting a 
substantial amount of time to professional appraisal work at the time of 
appointment and be in all respects impartial and disinterested.  If the 
parties are unable to agree upon the Fair Market Base Rent during the Initial 
Rent Determination Period, then within fifteen (15) days after termination of 
the Initial Rent Determination Period, each party shall deliver to the other 
party a notice specifying the name, address and professional qualifications 
of the person designated to act as arbitrator on its behalf.  The two (2) 
arbitrators so selected shall select a third arbitrator no later than thirty 
(30) days after the Initial Rent Determination Period.  If the party receiving 
a request for arbitration fails to appoint its arbitrator within the time 
above specified, or if the two (2) arbitrators so selected cannot agree on the 
selection of the third arbitrator within the time above specified, then either 
party, on behalf of both parties, may request such appointment of such second 
or third arbitrator, as the case may be, by application to any Judge of the 
District Court of the County of Riverside, State of California, upon ten (10) 
days prior written notice to the other party of such intent.  The decision of 
the arbitrators so chosen shall be given within a period of thirty (30) days 
after the appointment of such third arbitrator.  The arbitrators so selected 
shall have all rights and power conferred on him or her by the California Code 
of Civil Procedure Sections 1280 et seq. or any successor statute or law, and 
except as otherwise provided for herein, the arbitration proceedings shall be 
carried on and governed by such statute.  No discovery shall be permitted by 
the Landlord and Tenant in the arbitration except that all parties shall make 
available to the arbitrators such information as may be requested by such 
arbitrators.  Acting independently of each other and without consultation with 
each other, each of said three arbitrators, within sixty (60) days after 
appointment of the third appraiser, and his or her acceptance of such 
appointment, shall make their appraisal and submit to Landlord and Tenant a 
written report and appraisal setting forth the appraiser's opinion as to the 
fair market value of the Premises.  The two appraisals of all of the 
appraisals reported by the three appraisers that are closest in amount shall 
be averaged (or if the appraisal is less than one of the other appraisals and 
more than the other appraisal by the same amount, all three appraisals shall 
be averaged).  Such averaged amount shall be the Fair Market Rent of the 
Premises.  All arbitrators appointed by or on behalf of either party or 
appointed by the Presiding Judge of the Superior Court of Riverside County, 
California as hereinafter provided, shall be in all respects impartial and 
disinterested.  Each party shall pay the fees and expenses of the arbitrator 
appointed by or on behalf of such party and the fees and expenses of the third 
arbitrator shall be borne equally by both parties.  Landlord and Tenant shall 
then execute an amendment recognizing the Fair Market Rent for the Renewal 
Term and the fact Tenant shall pay ninety-five percent (95%) of such Fair 
Market Rent or the Basic Rent for the Previous Lease Year, whichever is 
greater.

	ARTICLE 18

	EXPANSION OPTION
	

18.1	Option to Expand.  Tenant shall have the right, to be exercised 
as hereinafter provided, to expand the Premises ("Expansion Option") into 
space to be constructed on the Land adjacent to the Premises, which land is 
more particularly described on Exhibit "A-1" attached hereto and incorporated 
herein ("Expansion Land") together with certain improvements to be constructed 
thereon, including an approximately ninety-five thousand (95,000) square foot 
addition to the Building, depicted as the Expansion Space on Exhibit "A-2" 
("Expansion Space"), upon the following terms and conditions and subject to 
the limitations set forth below.

18.2	No Event of Default.  At the respective times hereinafter set 
forth for the exercise of the Expansion Option and the delivery of the 
Expansion Space, this Lease shall be in full force and effect and there shall 
be no uncured Event of Default (as defined below) under this Lease.

18.3	Exercise of Expansion Option.  Tenant may exercise its right to 
expand by notifying Landlord, in writing, of its election to exercise the 
Expansion Option ("Notice of Exercise") at least nine (9) months prior to the 
desired occupancy date for the Premises, which Notice of Exercise shall 
specify the exact desired occupancy date ("Desired Occupancy Date"); provided 
that, subject to the provisions below, there will still be at least five (5) 
years remaining in the Initial Term after the Desired Occupancy Date.  In the 
event that there will not be at least five (5) years remaining in the Initial 
Term at the time Tenant desires to exercise its Expansion Option, Tenant may 
still exercise its Expansion Option up until nine (9) months prior to the end 
of the Initial Term ("Expansion Option Termination Date") if, in Tenant's 
Notice of Exercise, Tenant indicates that it is also electing to extend the 
Initial Term by the number of days necessary to cause there to be exactly five 
(5) years between the Desired Occupancy Date and the expiration of the Initial 
Term ("Extension Election").  In the event, Tenant exercises the Extension 
Election, the commencement date for the Expansion Space shall occur upon 
Substantial Completion of the Expansion Space Landlord's Improvements (as 
described in the Work Letter) ("Expansion Space Commencement Date").  The term 
of the Lease for the Expansion Space shall terminate concurrently with the 
Term of the Lease for the balance of the Premises. 


18.4	Expansion Terms.  The Expansion Space shall be leased to Tenant 
on the same terms, covenants and conditions contained in this Lease, except 
as provided in this Article and except that the Basic Rent for the Expansion 
Space due and payable each month shall be computed in accordance with 
Section 18.5 below and paid along with the Basic Rent provided in Item 10 of 
the Basic Terms.  The Basic Rent per rentable square foot for the Expansion 
Space shall be increased from time to time in accordance with any 
proportionate increases to the Basic Rent provided under Item 10 of the Basic 
Terms and under Section 18.3 above (provided that increases in the Expansion 
Space Rent shall not occur until the sixty-third (63rd) month after the 
Expansion Space Commencement Date).  If Tenant exercises any Expansion Option, 
Landlord and Tenant shall enter into an amendment of this Lease setting forth 
the adjusted Basic Rent and other relevant provisions based on the increase 
in the area of the Premises effective on the Expansion Space Commencement 
Date.  If Tenant exercises its Expansion Option, then (a) all references to 
the Premises shall include the Expansion Space and Expansion Land, and all 
references to the Land shall include the Expansion Land, effective as of the 
Expansion Space Commencement Date; (b) Landlord shall be subject to the same 
monetary penalties for failure to deliver the Expansion Space by the Desired 
Occupancy Date as are (provided in Section 1.3 for failure to deliver the 
Premises by August 1, 1998 provided that Tenant shall not have the termination 
rights set forth in Section 1.3); and (c) Tenant shall be entitled to the same 
early occupancy rights for the Expansion Space as those set forth in Section 
1.2.2 and in the Work Letter for the Premises.

18.5	Expansion Space Basic Rent.  Commencing on the Expansion Space 
Commencement Date, Tenant shall pay Basic Rent for the Expansion Space in the 
amount provided in this Section 18.5 at which time Tenant shall no longer be 
required to pay the portion of the Basic Rent described as "Monthly Rent for 
Expansion Land" in Item 10 of the Basic Terms.  The Basic Rent, paid monthly, 
for the Expansion Space shall be the product of ten and one half percent 
(102%), multiplied by the following costs ("Expansion Space Basic Rent"):

(1)	The Expansion Land valued at $525,000;

(2)	The cost of building the Expansion Space (inclusive of a 
tenant improvement allowance not to exceed Five Dollars 
($5.00) per square foot) as determined by (a) the lowest 
competitive bid by general contractors acceptable to both 
parties or (b) Landlord's in-house general contractor at 
a fee of five percent (5%) of Hard Costs (defined below);

(3)	Commercially reasonable and standard Architectural and 
engineering fees, permit fees, governmental charges, soil 
testing costs and surveying costs incurred by Landlord in 
connection with the Expansion Space building;

(4)	A three percent (3%) development fee on all Hard Costs. 
 As used herein, the term "Hard Costs" shall mean the 
actual costs paid by Landlord to construct the 
Improvements, including without limitation, all amounts 
paid to the contractors, suppliers, and all general 
contractors, all architectural, engineering and other 
design consultants and on-site overhead costs directly 
attributable to the Expansion Space, all standard fees 
paid to the governmental agencies for the construction of 
the Improvements, and other costs commonly included in 
what is customarily known as "Hard Costs";

(5)	The best available interim financing costs, not to exceed 
the Maximum Rate of Interest specified in Item 10 of the 
Basic Terms; and

(6)	Any standard real estate commission paid or due and 
payable by Landlord in connection with the Expansion Space 
or Expansion Land.

18.6	Free Rent Period.  The first two (2) calendar months of the 
Expansion Space Basic Rent shall be abated.

18.7	Failure to Exercise Expansion Option.  In the event Tenant fails 
to exercise the Expansion Option during the Initial Term only, for so long as 
there has been no Expansion Space Commencement Date, Tenant shall continue to 
pay the portion of the Basic Rent described as "Monthly Rent for Expansion 
Land."  In the event that Tenant has not exercised the Expansion Option as of 
the Expansion Option Termination Date, then notwithstanding anything to the 
contrary contained herein, commencing on the first day following the Expansion 
Option Termination Date, Tenant shall no longer be required to pay the Monthly 
Rent for Expansion Land or any Taxes or other Additional Rent attributable to 
the Expansion Land.

	ARTICLE 19

	MISCELLANEOUS PROVISIONS



19.1	Notices.  All notices, demands and requests which may be or are 
required to be given, demanded or requested by either party to the other shall 
be in writing.  All notices, demands and requests shall be sent by United 
States registered or certified mail, postage prepaid or by Federal Express or 
other reputable independent overnight courier service, addressed at the 
addresses specified in the Basic Terms or at such other place as either party 
may designate to the other party by written notice, and shall be deemed to 
have been delivered on the date the same is (i) postmarked, if sent by 
certified mail, or (ii) deposited, if sent by Federal Express or such other 
reputable overnight courier service, but shall not be deemed received until 
(a) one (1) business day following deposit with Federal Express or other 
reputable overnight courier service, or (b) three (3) days following deposit 
in the United States Mail if sent by certified mail.

19.2	Landlord's Continuing Obligations.  The term "Landlord," as used 
in this Lease so far as covenants or obligations on the part of Landlord are 
concerned, shall be limited to mean and include only the owner or owners at 
the time in question of the fee of the Premises, and in the event of any 
transfer or transfers or conveyance the then grantor shall be automatically 
freed and relieved from and after the date of such transfer or conveyance of 
all liability as respects the performance of any covenants or obligations on 
the part of Landlord contained in this Lease thereafter to be performed, 
provided (a) that such liability is assumed in writing by the transferee and 
(b) that any funds in the hands of such landlord or the then grantor at the 
time of such transfer, in which Tenant has an interest, shall be turned over 
to the grantee, and any amount then due and payable to Tenant by Landlord or 
the then grantor under any provision of this Lease shall be paid to Tenant.

19.3	Net Lease.  Landlord and Tenant do each state and represent that 
it is the intention of each of them that, except  as otherwise provided 
herein, this Lease be interpreted and construed as a net lease and, except as 
otherwise provided in this Lease, all Basic Rent and Additional Rent shall be 
paid by Tenant to Landlord without abatement, deduction, diminution, 
deferment, suspension, reduction or setoff.

19.4	Successors.  The covenants and agreements herein contained shall 
bind and inure to the benefit of Landlord, its successors and assigns, and 
Tenant and its permitted successors and assigns.

19.5	Memorandum of Lease.  Upon not less than fifteen (15) business 
days prior written request by Landlord or Tenant, the other party agrees to 
execute and deliver to the requesting party a Memorandum of Lease, in 
recordable form, setting forth the following:  (a) the date of this Lease; (b) 
the parties to this Lease; (c) the term of this Lease; and (d) the legal 
description of the Premises.

19.6	Captions and Interpretation.  The captions of the Articles or 
Sections of this Lease are to assist the parties in reading this Lease and are 
not a part of the terms or provisions of this Lease.  Whenever required by the 
context of this Lease, the singular shall include the plural and the plural 
shall include the singular.  The masculine, feminine and neuter genders shall 
each include the other.  In any provision relating to the conduct, acts or 
omissions of Tenant, the term "Tenant" shall include Tenant's agents, 
employees, contractors, invitees, successors or others using the Premises with 
Tenant's expressed or implied permission.

19.7	Relationship of Parties.  This Lease does not create the 
relationship of principal and agent, or of partnership, joint venture, or of 
any association or relationship between Landlord and Tenant, the sole 
relationship between Landlord and Tenant being that of landlord and tenant.

19.8	Entire Agreement.  Any exhibits, addenda and schedules attached 
hereto shall be incorporated herein as though fully set forth herein.  All 
preliminary and contemporaneous negotiations are merged into and incorporated 
in this Lease.  This Lease Agreement together with the Exhibits contains the 
entire agreement between the parties.  No subsequent alteration, amendment, 
change or addition to this Lease shall be binding upon Landlord or Tenant 
unless reduced to writing and signed by the party to be charged with their 
performance.

19.9	Severability.  If any covenant, condition, provision, term or 
agreement of this Lease shall, to any extent, be held invalid or 
unenforceable, the remaining covenants, conditions, provisions, terms and 
agreements of this Lease shall not be affected thereby, but each covenant, 
condition, provision, term or agreement of this Lease shall be valid and in 
force to the fullest extent permitted by law.

19.10	Landlord's Limited Liability.  Tenant agrees to look solely to 
Landlord's interest in the Premises and any income derived directly therefrom 
for recovery of any judgment from Landlord, it being agreed that Landlord (and 
if Landlord is a partnership, its partners, whether general or limited, and 
if Landlord is a corporation, its directors, officers or shareholders) shall 
never be personally liable for any personal judgment or deficiency decree or 
judgment against it. 

19.11	Survival.  All obligations of Landlord and Tenant (together with 
interest or money obligations at the Maximum Rate of Interest) accruing prior 
to expiration of the Term of this Lease shall survive the expiration or other 
termination of this Lease.

19.12	Attorneys' Fees.  In the event of any litigation or judicial 
action in connection with this Lease or the enforcement thereof or the 
enforcement of any indemnity obligation hereunder, the prevailing party in any 
such litigation or judicial action shall be entitled to recover all costs and 
expenses of any such judicial action or litigation (including, but not limited 
to, reasonable attorneys' fees, costs and expenditures fees) from the other 
party.

19.13	Broker.  Each party represents and warrants that it has not had 
any dealings with any realtors, brokers or agents in connection with the 
negotiation of this Lease except for Lee & Associates, whose commission shall 
be payable by Landlord, and each party agrees to hold the other party harmless 
from and against the failure to pay any realtors, brokers or agents and from 
any cost, expense or liability for any compensation, commission or changes 
claimed by any other realtors, brokers or agents claiming by, through or on 
behalf of such party with respect to this Lease and/or the negotiation hereof.

19.14	Governing Law.  This Lease shall be governed by the laws of the 
State of California.  All covenants, conditions and agreements of Tenant 
arising hereunder shall be performable in the county wherein the Premises are 
located.  Any suit arising from or relating to this Lease shall be brought in 
the county wherein the Premises are located, and the parties hereto waive the 
right to be sued elsewhere.

19.15	Time is of the Essence.  Time is of the essence with respect to 
the performance of every provision of this Lease in which time of performance 
is a factor.

19.16	Joint and Several Liability.  All parties signing this Lease as 
Tenant shall be jointly and severally liable for all obligations of Tenant.

19.17	Delivery of Corporate Documents.  In the event that Tenant is a 
corporation, Tenant shall, without charge to Landlord, at any time and from 
time to time within fifteen (15) days after written request by Landlord, if 
required by a prospective lender or purchaser, deliver to Landlord, in 
connection with any proposed sale or mortgage of the Premises, the following 
instruments and documents:

(a)	Certificate of Good Standing in the state of incorporation 
of Tenant and in the state in which the Premises are 
located issued by the appropriate state authority and 
bearing a current date;

(b)	A copy of Tenant's articles of incorporation and bylaws, 
and any amendments or modifications thereof certified by 
the secretary or assistant secretary of Tenant.

19.18	Tenant's Financial Condition.  Prior to the Effective Date, and 
within fifteen (15) business days after written request from Landlord (so long 
as Landlord has a reasonable basis for requesting such information based upon 
Tenant's financial condition) and not more than one (1) time per twelve month 
period, Tenant shall deliver to Landlord financial statements prepared in 
accordance with generally accepted accounting principles consistently applied 
("GAAP") as are reasonably required by Landlord to verify the net worth of 
Tenant, or any assignee, subtenant or guarantor of Tenant provided that Tenant 
shall not be required to provide any information that would constitute a 
violation of the rules and regulations of the Securities Exchange Commission. 
 In addition, Tenant shall deliver to any lender or proposed purchaser of the 
Premises, Project, Land and/or Expansion Land or any portion thereof 
designated by Landlord any financial statements prepared in accordance with 
GAAP required by any lender or purchaser to facilitate the sale, financing or 
refinancing of the Premises or Project or any portion thereof.  Tenant 
represents and warrants to Landlord that (a) each such financial statement is 
a true and accurate statement as of the date of such statement; and (b) at all 
times after the date of any such statement during the Lease Term or any 
extension thereof, Tenant's net worth, as stated therein, shall not be 
reduced.  All financial statements shall be confidential and shall be used 
only for the purposes set forth herein.  Each such financial statement shall 
be executed by Tenant and shall, if requested by Landlord, be certified by 
Tenant to be true and correct.  Notwithstanding the foregoing, if Tenant is 
a publicly traded company.  Tenant may provide Landlord with copies of 
Tenant's latest 10-Q and 10-K filings with the Securities Exchange Commission 
in lieu of the above referenced financial statements.

19.19	Provisions are Covenants and Conditions.  All provisions, whether 
covenants or conditions, on the part of the Landlord, or on the part of 
Tenant, shall be deemed to be both covenants and conditions.

19.20	Business Days.  As used herein, the term "business days" shall 
mean any day which is not a Saturday, Sunday or a legal holiday in the State 
of California.

19.21	Force Majeure.  If either party shall be delayed or prevented from 
the performance of any act required hereunder, other than the payment of Rent, 
Additional Rent or any other sums required to be paid hereunder, by reason of 
acts of God, strikes, lockouts, labor troubles, inability to procure 
materials, respect of governmental laws or regulations, or by reason of any 
order or direct of any legislative, administrative or judicial body, or any 
government department, or by reason of not being able to obtain any licenses, 
permissions or authorities required therefor, or other causes without fault 
or beyond the reasonable control of such party, then notwithstanding anything 
to the contrary contained herein, performance of such acts by such party shall 
be excused for the period of the delay and the period of the performance of 
any such acts shall be extended for a period equivalent to the period of such 
delay; (herein such delays are sometimes referred to as AForce Majeure@.)


19.22	No Continuous Operation.  Notwithstanding anything in this Lease 
to the contrary, nothing herein shall be construed as an obligation for Tenant 
to open or operate its business in the Premises.  Tenant shall have the right 
to remove Tenant's personal property and cease operations in the Premises at 
any time and at Tenant's sole discretion.  However, the right to cease to 
operate its business shall not affect Tenant's obligation to pay all amounts 
due hereunder and to perform all covenants and obligations hereunder.  Tenant 
agrees, at such time it is operating its business in the Premises, to conduct 
its business in a first-class manner, consistent with reputable business 
standards and practices. 

19.23	Waiver of Landlord's Lien.  Landlord hereby waives any 
contractual, statutory or other Landlord's lien on Tenant's furniture, 
moveable trade fixtures, supplies, equipment and inventory.  Tenant shall have 
the absolute right from time to time during the Term hereof and without 
Landlord's further approval, written or otherwise, to grant and assign a 
mortgage or other security interest Tenant's furniture, fixtures, supplies, 
equipment and inventory to Tenant's lenders in connection with Tenant's 
financing arrangement.  Landlord agrees to execute such confirmation 
certificates and other documents (except amendments to this Lease unless 
Landlord hereafter consents in its sole and absolute discretion) as Tenant's 
lenders may reasonably request in connection with any such financing.  

19.24	Submission of Lease.  Submission of this instrument for 
examination or signature by Tenant does not constitute a reservation of or an 
option for lease, and it is not effective as a lease or otherwise until 
execution and delivery by both Landlord and Tenant.

Landlord and Tenant have signed this Lease at the place and on the dates 
specified adjacent to their signatures below and have initialed all Exhibits 
and Addenda which are attached to or incorporated by reference in this Lease.

Dated:_____________________	LANDLORD:

OPUS WEST CORPORATION, a Minnesota 
corporation

By:	
Name:  Thomas W. Roberts
Title: President

Dated:_____________________	TENANT:

PETCO ANIMAL SUPPLIES, INC., a 
Delaware corporation

By:	
Name:	
Title:	

By:	
Name:	
Title:	


	EXHIBITS

	Page First
	Appearing


Exhibit "A" - Legal Description of Land 	1
Exhibit "A-1" - Legal Description of Expansion Land	18
Exhibit "A-2" - Expansion Space	18
Exhibit "B" - Work Letter	1
Schedule 1 to Work Letter - Final Plans and Specification	N/A
Exhibit "C" - Preliminary Report	1
Exhibit "D" - Commencement Date Acknowledgment	1
Exhibit "E" - Delivery Date Acknowledgment	1
Exhibit "F" - Subordination, Non-Disturbance and Attornment Agreement	15


	EXHIBIT "A"

	Legal Description of Land

	[To Be Attached]

	EXHIBIT "A-1"

	Legal Description of Expansion Land

	[To Be Attached]

	EXHIBIT "A-2"

	Depiction of Expansion Space

	[To Be Attached]

	EXHIBIT "B"
	WORK LETTER

 
OPUS WEST CORPORATION, a Minnesota corporation, ("Landlord") and PETCO 
ANIMAL SUPPLIES, INC., a Delaware corporation ("Tenant") as of this ___ day 
of November, 1997, are executing simultaneously with this Work Letter 
Agreement ("Work Letter"), a written lease (the "Lease") covering the Premises 
described in the Lease.

This Work Letter defines the scope of Landlord's Improvements (as 
defined below) which Landlord shall be obligated to construct or install on 
the Premises.  It there is a conflict between the terms and provisions of this 
Work Letter and the Lease, this Work Letter shall control.  Terms which have 
initial capital letters and are not otherwise defined in this Letter shall 
have the meaning set forth in the Lease. 

This Work Letter is a part of the Lease and shall be subject to all of 
its terms and condition, including all definitions contained therein.  Unless 
the context otherwise requires, any references to the Lease shall include the 
Work Letter and the obligations contained herein shall, to the extent 
applicable, continue during the Lease Term.  

In consideration of the mutual covenants hereinafter contained, Landlord 
and Tenant mutually agree as set forth below.

	CONSTRUCTION OF IMPROVEMENTS

1.	Improvements.  Landlord agrees to furnish, at Landlord's sole cost 
and expense, all of the material, labor, and equipment for the construction 
on the Land of the improvements ("Landlord's Improvements") designated on the 
Final Plans and Specifications attached hereto and as Schedule 1 and 
incorporated herein ("Final Plans and Specifications" or "Construction 
Documents").  When Landlord requests Tenant to specify details or layouts, 
Tenant shall specify same, subject to the provisions of the Final Plans and 
Specifications, so as not to delay completion of the Landlord's Improvements. 
 Except as specifically set forth in this Lease and delineated on the Final 
Plans and Specifications, Landlord shall not provide or pay for any other 
improvements related to the Premises.  Landlord's Improvements shall be 
constructed in a good and workmanlike manner in accordance with the Final 
Plans and Specifications and Landlord agrees to complete the construction 
thereof in accordance with the applicable building code as it is presently 
interpreted and enforced by the governmental bodies having jurisdiction 
thereof.  By execution of the Lease, Tenant hereby approves of the attached 
Final Plans and Specifications.  Tenant shall pay to Landlord all increased 
costs or damages incurred by Landlord attributable to delays caused by Tenant. 

1.1	Premises Furnishings.  Tenant shall be solely responsible 
for the performance and expense of the design, layout, provision, delivery and 
installation of any furniture, furnishings, telephone systems, computer 
systems, office equipment, and any other personal property Tenant will use at 
the Premises.  In arranging for the performance of any of the work referred 
to in the preceding sentence, Tenant shall adopt a schedule in conformance 
with the schedule(s) of Landlord's Contractor(s) (defined below) and conduct 
its work in such a manner as to maintain harmonious labor relations and so as 
not to interfere unreasonably with or delay the work of Landlord's 
Contractor(s) in substantially completing the Landlord's Improvements.

2.	Construction of Landlord's Improvements.   A contractor selected 
by Landlord in Landlord's sole discretion ("Landlord's Contractor") shall use 
its commercially reasonable efforts (a) to Substantially Complete (as defined 
below) the Landlord's Improvements on or before August 1, 1998 and (b) to 
ensure that the structural and exterior portions of the Premises, including 
without limitation the roof (hereinafter, the "Structural Portions of the 
Demised Premises"), the plumbing, electrical, gas, and other utilities, 
including without limitation the HVAC (hereinafter, the "Utilities") servicing 
same are in good working condition and order on the Commencement Date and are 
in compliance with all existing law, codes, regulations and ordinances of any 
governmental authorities, including seismic requirements and the Americans 
with Disabilities Act, as evidenced by a Certificate of Occupancy issued by 
the City.


3.	Completion of Landlord's Improvements.  Landlord shall be 
responsible for the construction of the Landlord's Improvements in accordance 
with the approved Final Plans and Specifications.  Within thirty (30) days of 
Substantial Completion (as defined below) of the Landlord's Improvements, 
Landlord and Tenant shall provide a "punchlist" identifying the corrective 
work of the type commonly found on an architectural punchlist with respect to 
the Landlord's Improvements, which list shall be in Landlord's reasonable 
discretion based on whether such items were required by the approved Final 
Plans and Specifications.  Within ten (10) Business Days after delivery of the 
punchlist, Landlord shall commence the correction of punchlist items and 
diligently pursue such work to completion.  The punchlist procedure to be 
followed by Landlord and Tenant shall in no way limit Tenant's obligation to 
occupy the Premises under the Lease nor shall it in any way excuse Tenant's 
obligation to pay Rent as provided under the Lease unless such punch list 
items preclude Tenant from occupying the Premises as reasonably determined by 
Landlord and Tenant.

4.	Substantial Completion.  "Substantial Completion" or 
"Substantially Completed" as used herein shall mean delivery of written notice 
to Tenant of the completion of construction of the Landlord's Improvements in 
the Premises pursuant to the approved Final Plans and Specifications with the 
exception of minor details of construction, installation, decoration, or 
mechanical adjustments and punchlist items as certified to by Landlord.  
Substantial Completion shall be deemed to have occurred, and completion of the 
Landlord's Improvements shall be deemed to have occurred upon issuance of a 
temporary or permanent certificate of occupancy, notwithstanding the 
requirement to complete "punchlist" items or similar corrective work.  Tenant 
agrees that if Landlord shall be delayed in causing such work to be 
Substantially Completed as a result of any of the events as defined below 
(referred to herein as a "Tenant Delay"), then such delay shall be the 
responsibility of Tenant, and will result in the Commencement Date of the Term 
being the earlier of:  (i) Tenant's opening of the Premises for business; (ii) 
the date of Substantial Completion or (iii) the date when Substantial 
Completion would have occurred if there had been no Tenant Delay, providing 
that Landlord shall not be required to work on an overtime basis in order to 
bring the Premises to Substantial Completion.  For the purposes of this Work 
Letter, a Tenant Delay is defined as follows:  (a) Tenant's failure to comply 
with any time frames set forth herein or in the Lease, (b) any changes in the 
Final Plans and Specifications requested by Tenant after execution of this 
Lease, or (c) Tenant's failure to perform any act or obligation imposed on 
Tenant by the Lease or this Work Letter as and when requested thereunder or 
hereunder, or (d) any other delay otherwise caused by Tenant, its agents, 
employees or contractors which operates to delay Landlord's Substantial 
Completion of the Landlord's Improvements, as reasonably determined by 
Landlord.

5.	Force Majeure.  Landlord shall diligently proceed with the 
construction of the Landlord's Improvements and complete the same and deliver 
possession thereof to Tenant in accordance with the project schedule to be 
submitted by Landlord to Tenant within fifteen (15) days after the Effective 
Date of the Lease; provided, however, if delay is caused or contributed to by 
act or neglect of Tenant, Tenant delays as described in Section 4 above or 
those acting for or under Tenant, change orders requested by Tenant, labor 
disputes, casualties, acts of God or the public enemy, governmental embargo 
restrictions, shortages of fuel, labor, or building materials, action or non-
action of public utilities, or of local, state or federal governments 
affecting the work, or other causes beyond Landlord's reasonable control, then 
the time of completion of said construction shall be extended for the 
additional time caused by such delay.  Such delays are each hereinafter 
referred to as an "Excused Delay."  Landlord shall notify Tenant in writing 
of any Excused Delay that is due to a Tenant Delay.

6.	Possession of Premises.  Tenant shall, within five (5) business 
days after request therefrom by Landlord, advise Landlord of required color 
selections.  Tenant shall be responsible for Landlord's increased cost of 
labor and materials if any, and loss of Rent, arising out of delay in the 
completion of the Premises caused by Tenant's failure to comply in a timely 
manner with the foregoing schedule.  Landlord shall notify Tenant at least 
thirty (30) days prior to its estimated date of Substantial Completion and 
Tenant shall during such thirty (30) day period have the right to access the 
warehouse portion of the Premises to install fixtures and equipment 
("Fixturization Period") provided that Tenant does not thereby interfere with 
the completion of construction or occasion any labor dispute as a result of 
such installations and provided further that Tenant does hereby agree to 
assume all risk of loss or damage to such machinery, equipment, fixtures and 
other personal property.  Tenant shall adopt a schedule in conformance with 
the schedule of Landlord and conduct its work in such a manner as to maintain 
harmonious labor relations so as not to interfere unreasonably with or delay 
the work of Landlord.  Tenant shall not be liable to Landlord for the payment 
of Basic Rent or taxes during such Fixturization Period but Tenant shall be 
subject to the other terms and provisions of this Lease, including the 
insurance and indemnity obligations and the obligation to maintain the 
Premises free of mechanic liens.  Basic Rent and the payment and performance 
of all other obligations to be paid by Tenant shall commence upon the 
Commencement Date; provided, however, in the event that Landlord's 
Improvements are partially completed and partially ready for occupancy, and 
are occupied by Tenant, or Tenant is required to occupy same, the terms of 
such occupancy or use of the Premises shall apply and a pro rata portion of 
the Basic Rent and the pro rata portion of all other obligations to be paid 
by Tenant shall be payable commencing with such date of partial occupancy, and 
shall be equitably adjusted from time to time based upon the area and value 
of the portion of Landlord's Improvements substantially completed and ready 
for Tenant's occupancy.  The failure of Tenant to take possession of or to 
occupy the Premises or any portion thereof which Tenant is required to occupy 
on or after the date Landlord's Improvements or such applicable portion 
thereof are substantially complete and ready for occupancy by Tenant shall not 
serve to relieve Tenant of said obligations or delay payments by Tenant to 
Landlord.  

7.	Tenant Work.  

7.1	Finish Work.  All finish work and decoration and other work 
desired by Tenant and not included within the Landlord's Improvements as set 
forth in the approved Construction Documents, including specifically, without 
limitation, all computer systems, telephone systems, telecommunications 
systems and other items (the "Tenant Work") shall be furnished and installed 
by Tenant at Tenant's sole expense.

7.1.1	Consent of Landlord.  If any Tenant Work is not set 
forth on the approved Construction Documents, Tenant shall secure Landlord's 
prior consent for such Tenant Work in the same manner and following the same 
procedures provided for in the Lease.  Tenant shall not commence the 
construction or installation of any improvements on the Premises, including, 
specifically, the Tenant Work, without Landlord's prior written approval which 
shall not be unreasonably withheld of:  (i) Tenant's contractor, (ii) detailed 
plans and specifications for the Tenant Work, and (iii) certificate(s) of 
insurance accurately showing that Tenant's contractor maintains insurance 
coverage in amounts, types, form and with companies reasonably acceptable to 
Landlord.  All such certificates or policies shall be endorsed to show 
Landlord as an additional insured and such insurance shall be maintained by 
Tenant or Tenant's contractor at all times during the performance of the 
Tenant Work.

7.2	Landlord's Obligations.  Landlord is under no obligation to 
construct or supervise construction of any of the Tenant Work and any 
inspection by Landlord shall not be construed as a representation that the 
Tenant Work is in compliance with the final plans and specifications therefor 
or that the construction will be free from faulty material or workmanship, or 
that the Tenant Work is in conformance with any building codes or other 
applicable requirements.  All of the Tenant Work shall be undertaken and 
performed in strict accordance with the provisions of the Lease and this Work 
Letter.

8.	Risk of Loss.  All materials, work, installations and decorations 
of any nature brought upon or installed in the Premises before the 
Commencement Date shall be at the risk of the party who brought such materials 
or items onto the Premises.  Neither Landlord nor any party acting on 
Landlord's behalf shall be responsible for any damage or loss or destruction 
of such items brought to or installed in the Premises by Tenant prior to such 
date, except in the event of Landlord's gross negligence or willful 
misconduct.  

9.	Expansion Space.  If Tenant exercises its Expansion Option to 
lease the Expansion Space (as defined in the Lease), then the terms of this 
Work Letter, to the extent applicable, shall apply with respect to the 
Expansion Space; provided that an amendment to the Lease and/or this Work 
Letter shall be executed by the parties which shall set forth more 
specifically the provisions hereof that shall apply to the Expansion Space. 
 If Tenant acquires the Expansion Space, Landlord shall furnish the material, 
labor and equipment for the construction of improvements similar to the 
Landlord's Improvements described in Schedule 1, which shall be agreed upon 
and incorporated into the amendment ("Expansion Space Landlord's 
Improvements").  With respect to Expansion Space Landlord's Improvements, 
Substantial Completion of such improvements shall be deemed to have occurred 
in accordance with the same criteria for Substantial Completion provided under 
Section 4 of this Work Letter.

10.	Conformance with Laws.  All work performed by Tenant, including 
the Tenant Work, shall be done in conformity with applicable codes and 
regulations of governmental authorities having jurisdiction over the Project 
and the Premises and valid building permits and other necessary authorizations 
from appropriate governmental agencies when required, shall be obtained by 
Tenant for the Tenant Work at Tenant's expense.  Notwithstanding any failure 
by Landlord to object to any such Tenant Work, Landlord shall have no 
responsibility therefor.

11.	Tenant's Representative.  Tenant has designated Dave Evans as its 
sole representative with respect to the matters set forth in this Work Letter, 
who shall have full authority and responsibility to act on behalf of Tenant 
as required in this Work Letter.  Tenant may change its representative under 
this Work Letter at any time by providing five (5) days prior written notice 
to Landlord.  All inquiries, requests, instructions, authorizations and other 
communications with respect to matters covered by this Work Letter from 
Landlord will be made to Tenant's Representative.

12.	Landlord's Representative.  Landlord has designated Jeff Dickerson 
as its sole representative with respect to the matters set forth in this Work 
Letter, who shall have full authority and responsibility to act on behalf of 
Landlord as required in this Work Letter.  Landlord may change its 
representative under this Work Letter at any time by providing five (5) days 
prior written notice to Tenant.  All inquiries, requests, instructions, 
authorizations and other communications with respect to the matters covered 
by this Work Letter from Tenant will be made to Landlord's representative. 
 Tenant will communicate solely with Landlord's Representative and will not 
make any inquiries of or requests to, and will not give any instructions or 
authorizations to, any other employee or agent of Landlord, including 
Landlord's architect, engineers, and contractors or any of their agents or 
employees, with regard to matters covered by this Work Letter.

13.	Miscellaneous.

13.1	Sole Obligations.  Except as herein expressly set forth with 
respect to the  Landlord's Improvements, Landlord has no agreement with Tenant 
and has no obligation to do any work with respect to the Premises.  Any other 
work in the Premises which may be permitted by Landlord pursuant to the terms 
and conditions of the Lease, including any alterations or improvements as 
contemplated in the Lease, shall be done at Tenant's sole cost and expense and 
in accordance with the terms and conditions of the Lease.

13.2	Applicability.  This Work Letter shall not be deemed 
applicable to:  (a) any additional space added to the original Premises at any 
time, whether by the exercise of any options under the Lease or otherwise, or 
(b) any portion of the original Premises or any additions thereto in the event 
of a renewal or extension of the original Lease Term, whether by the exercise 
of any options under the Lease or any amendment or supplement thereto.  The 
construction of any additions or improvements to the Premises not contemplated 
by this Work Letter shall be effected pursuant to a separate work letter 
agreement, in the form then being used by Landlord and specifically addressed 
to the allocation of costs relating to such construction.

13.3	Authority; Counterparts.  Any person signing this Work 
Letter on behalf of Tenant warrants and represents that such person has 
authority to do so.  This Work Letter may be executed in counterparts, each 
of which shall be deemed an original, but all of which together constitute one 
instrument.

13.4	Binding on Successors.  Subject to the limitations on 
assignment and subletting contained in the Lease, this Work Letter shall be 
binding upon and inure to the benefit of the parties hereto and their 
respective heirs, legal representatives, successors and assigns.

13.5	Time of the Essence.  Time is of the essence as to each and 
every term and provision of this Work Letter.  In all instances where Tenant 
is required to approve an item, if no written notice of disapproval is given 
within the stated time period at the end of said period the item shall 
automatically be deemed approved and the next succeeding time period shall 
commence.  Except as otherwise provided, all references herein to a "number 
of days" shall mean and refer to calendar days.

13.6	Attorneys' Fees.  In any action to enforce or interpret the 
terms of this Work Letter, the party prevailing in that action shall be 
entitled to recover its reasonable attorneys' fees and costs of suit, both at 
trial and on appeal.

13.7	Incorporation.  This Work Letter is and shall be 
incorporated by reference in the Lease and all of the terms and provisions of 
the Lease are incorporated herein for all purposes.  Any default by Tenant 
hereunder also constitutes a default under the Lease.


	[Remainder of Page Intentionally Left Blank]

14.	Tenant's Acceptance of Premises.  Within a period of sixty (60) 
days after commencement of the Initial Term, Tenant shall notify Landlord, in 
writing, of all portions of the Landlord's Improvements which are incomplete 
and Landlord shall forthwith complete such items.  Failure to deliver such 
notice shall constitute an acknowledgment that the Landlord's Improvements are 
complete.


Dated:_____________________	LANDLORD:

OPUS WEST CORPORATION, a Minnesota 
corporation


By:	
Name:  Thomas W. Roberts
Title: President

Dated:_____________________	TENANT:

PETCO ANIMAL SUPPLIES, INC., a 
Delaware corporation


By:	
Name:	
Title:	


By:	
Name:	
Title:	

	SCHEDULE 1

	Plans and Specification

	[To Be Attached]

	EXHIBIT "C"

	Preliminary Report

	EXHIBIT "D"

	Commencement Date Acknowledgment


TO:		Opus West Corporation
2030 Main Street, Suite 520
Irvine, CA 92614	
Attn: Paul A. Marshall
("Landlord")

FROM:		PETCO Animal Supplies
9125 Rehco Road	
San Diego, CA 92121-2270
Attn: Mark Drasin
("Tenant")

RE:		Lease Agreement dated ___________________, 1997 ("Lease") covering 
the premises described therein ("Premises") located in the County 
of Riverside, State of California.

Pursuant to the term of the Lease, Tenant has agreed to provide this 
Commencement Date Acknowledgment ("Acknowledgment") to Landlord within ten 
(10) business days after Landlord's request therefor.  This Acknowledgment is 
not in any way intended to modify any of the terms of the Lease.

1.	Commencement Date.  The term of the Lease commenced on 
___________________, is presently in force, and, unless Tenant exercises its 
renewal or extension options, will expire on __________________________.  
Tenant has two (2) five (5) year Renewal Options exercisable pursuant to 
Article 17 the Lease and an Extension Election exercisable pursuant to Article 
18 of the Lease. 

2.	Amendments.  The Lease has not been modified, altered or amended 
in any respect, except for (indicate "None" if 
none)______________________________________.

The information set forth in this Acknowledgment is true and correct as 
of the date hereof.  This Acknowledgment shall be binding upon the successors 
and assigns of Tenant.



DATED:	


TENANT:

PETCO ANIMAL SUPPLIES, INC.,  a 
Delaware corporation


By:	
Name:	
Title:	


By:	
Name:	
Title:	



	EXHIBIT "E"

	Delivery Date Acknowledgment


TO:		Opus West Corporation
2030 Main Street, Suite 520
Irvine, CA 92614	
Attn: Paul A. Marshall
("Landlord")

FROM:		PETCO Animal Supplies
9125 Rehco Road	
San Diego, CA 92121-2270
Attn: Mark Drasin
("Tenant")

RE:		Lease Agreement dated ___________________, 1997 ("Lease") covering 
the premises described therein ("Premises") located in the County 
of Riverside, State of California.

Pursuant to the term of the Lease, Tenant has agreed to provide this 
Delivery Date Acknowledgment ("Acknowledgment") to Landlord within ten (10) 
business days after Landlord's request therefor.  This Acknowledgment is not 
in any way intended to modify any of the terms of the Lease.

1.	Acceptance of Premises.  Tenant has accepted possession of the 
Premises, is the actual occupant in possession of the Premises and has not 
sublet, assigned or otherwise transferred its interest in the Premises.  All 
improvements to be constructed on the Premises by Landlord have been completed 
and accepted by Tenant (with the exception of any identified punch list 
items).  The Premises were in acceptable condition and were delivered in 
compliance with all of the requirement of the Work Letter (as defined in the 
Lease) and the Lease.

2.	Delivery Date.  The Delivery Date under the Lease is and the 
Premises were delivered from Landlord to Tenant on ___________________

3.	Substantial Completion.  The date of Substantial Completion of the 
Premises (as defined in the Lease) is ________________________.

4.	Amendments.  The Lease has not been modified, altered or amended 
in any respect, except for (indicate "None" if 
none)______________________________________.

The information set forth in this Acknowledgment is true and correct as 
of the date hereof.  This Acknowledgment shall be binding upon the successors 
and assigns of Tenant.



DATED:	


TENANT:

PETCO ANIMAL SUPPLIES, INC.,  a 
Delaware corporation


By:	
Name:	
Title:	


By:	
Name:	
Title:	


	EXHIBIT "F" 

RECORDED AT THE REQUEST OF	)
)
             AND 	)
)
WHEN RECORDED MAIL TO:	)
______________________________	)
______________________________	)
______________________________	)
______________________________	)
)

	Space Above This Line for Recorder's Use

	SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT


THIS AGREEMENT is made and entered into this ___ day of October, 1997, 
by and among ___________________(ALender@), whose address is_______________, 
PETCO ANIMAL SUPPLIES, INC., a Delaware corporation (the "Tenant") and OPUS 
WEST CORPORATION, a Minnesota corporation (ALandlord@).

	RECITALS

1. Lender is the owner and holder of that certain ____________ 
(Promissory Note or Loan Agreement) dated ____________, in the principal sum 
of 	
	 
($_____________).  The ___________________ is secured by a deed of trust, 
assignment and security agreement recorded prior to or contemporaneously with 
the recording hereof in the records of San Diego County, California, which 
Deed of Trust constitutes a lien or encumbrance on that real property more 
particularly described on Schedule "A" attached hereto and by this reference 
incorporated herein.

2. Tenant is the holder of a leasehold estate (the "Leased 
Premises") included in the real property described on Schedule "A" attached 
hereto and by this reference incorporated herein, pursuant to the terms of 
that lease (the "Lease") dated _______, and executed by Tenant and Landlord. 
The Lease includes without limitation all right, title and interest that 
Tenant may have in all or any portion of the Leased Premises.

3. Tenant and Lender desire to confirm their understanding with 
respect to the Lease and the Deed of Trust.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements 
herein contained, the parties hereto agree and covenant as follows:

1.	So long as Tenant is not in default (beyond any period given 
Tenant to cure such default) in the payment of rent or in the performance of 
any of the terms, covenants or conditions of the Lease to be performed by 
Tenant, Lender shall not disturb or interfere with Tenant's possession and 
occupancy of the Leased Premises during the term of the Lease or any extension 
thereof duly exercised by Tenant.

2.	If the interests of Tenant shall be transferred to and owned by 
Lender by judicial foreclosure, private trustee sale or any other manner, and 
Lender succeeds to the interest of Landlord under the Lease, Tenant shall be 
bound to Lender under all of the covenants, conditions and provisions of the 
Lease for the remaining term thereof, and any extension thereof duly exercised 
by Tenant, with the same force and effect as if Lender were the Landlord under 
the Lease.  Tenant hereby attorns to Lender as its Landlord, and that 
attornment shall be self-operative and shall be effective immediately upon 
Lender's succeeding to the interest of Landlord under the Lease without the 
execution of any further instruments by any of the parties hereto.

3.	If the interests of Landlord shall be transferred to and owned by 
Lender by judicial foreclosure, private trustee sale or any other manner, and 
Lender succeeds to the interest of Landlord under the Lease, Lender shall be 
bound to Tenant under all of the terms, covenants and conditions of the Lease 
except that Lender shall not be:

(a)	Liable for any act or omission of any prior landlord 
(including Landlord);


(b)	Subject to any offsets or defenses that Tenant might have 
against any prior landlord (including Landlord) unless Lender has been given 
notice and an opportunity to cure in accordance with the terms of the Lease;

(c)	Bound by any rent or additional rent or advance rent that 
Tenant might have paid for more than the current month to any prior landlord 
(including Landlord) and all such rent shall remain due and owing 
notwithstanding such advance payment;

(d)	Bound by any amendment or modification of the Lease made 
without its consent and written approval;

(e)	Liable for any security deposit Tenant might have paid to 
any prior landlord (including Landlord), except to the extent Lender has 
actually received said security deposit;

(f)	Personally liable under the Lease.  Lender's liability under 
the Lease shall be limited to the ownership interest of Lender in the Leased 
Premises and any income derived therefrom by Lender.

In addition, Lender shall not have any liability or responsibility under or 
pursuant to the terms of the Lease or this Agreement after it ceases to own 
an interest in or to the property described on Schedule "A."

4.	The Lease is now, and shall at all times continue to be, subject 
and subordinate in each and every respect to the Deed of Trust and to all 
extensions, modifications, renewals, replacements, substitutions and/or 
consolidations thereof; but only to the extent that such extensions, 
modifications, renewals, replacements, substitutions, and/or consolidations 
thereof do not materially and detrimentally alter Tenant's rights and 
obligations under the Lease.  Nothing contained herein shall be deemed or 
construed as limiting or restricting the enforcement by Lender of any of the 
covenants, conditions, provisions or remedies of the Deed of Trust, whether 
or not consistent with the Lease.

5.	Tenant shall give written notice to Lender of any failure by 
Landlord to perform or observe any of the covenants, conditions or provisions 
of the Lease, and Lender shall have the right, but not the obligation, to cure 
such failure.  In the event of any such failure by Landlord, Tenant shall not 
take any action with respect to such failure, including without limitation any 
action to terminate, rescind or avoid the Lease or to withhold any rent 
thereunder, for a period of fifteen (15) days after notice thereof to Lender; 
provided, however, that if such failure cannot reasonably be remedied within 
that fifteen (15) day period, Tenant shall not take any action with respect 
to such failure, including without limitation any action to terminate, rescind 
or avoid the Lease or to withhold any rent thereunder, so long as Lender shall 
commence to remedy the failure within the fifteen (15) day period and 
thereafter shall diligently prosecute the remedy to completion.

6.	All notices, demands and requests which may be or are required to 
be given, demanded or requested by either party to the other shall be in 
writing.  All notices, demands and requests shall be sent by United States 
registered or certified mail, postage prepaid or by Federal Express or other 
reputable independent overnight courier service, addressed at the addresses 
specified at the beginning of this Agreement or at such other place as either 
party may designate to the other party by written notice, and shall be deemed 
to have been delivered on the date the same is (i) postmarked, if sent by 
certified or registered United States mail, or (ii) deposited, if sent by 
Federal Express or such other reputable overnight courier service, but shall 
not be deemed received until (a) one (1) business day following deposit with 
Federal Express or other reputable overnight courier service, or (b) three (3) 
days following deposit in the United States Mail if sent by certified or 
registered mail. 

7.	The term "Lender" shall be deemed to include _________, a 
__________, and its successors and assigns, including anyone who shall have 
succeeded to Landlord's interest by or through judicial foreclosure, private 
trustee's sale, or other proceedings brought pursuant to the Deed of Trust or 
deed in lieu of such foreclosure or proceedings.

8.	Each covenant, condition and provision of this Agreement shall be 
interpreted in such manner as to be effective and valid under applicable law 
but if any covenant, condition or provision of this Agreement shall be held 
to be void or invalid, the same shall not affect the remainder hereof which 
shall be effective as though the void or invalid covenant, condition or 
provision had not been contained herein.

9.	This Agreement may not be modified orally or in any other manner 
than by an agreement in writing signed by the parties hereto or their 
respective successors in interest.  This Agreement shall inure to the benefit 
of and be binding upon the parties hereto, their successors and assigns.

10.	This Agreement shall be governed by and construed according to the 
laws of the State of California.


11.	This Agreement may be executed in any number of counterparts, and 
each counterpart executed by any of the undersigned, together with all other 
counterparts so executed, shall constitute a single instrument and agreement 
of the parties.

IN WITNESS WHEREOF, these presents are executed as of the date indicated 
above.

_____________________________, a
__________________________________


By:	
Name:	
Title:	

	Lender


PETCO ANIMAL SUPPLIES, INC.,
a Delaware corporation


By:	
Name:	
Title:	

	Tenant


OPUS WEST CORPORATION, 
a Minnesota corporation 


By:	
Name:  Thomas W. Roberts
Title:  President

	Landlord


STATE OF CALIFORNIA	)
) ss.
County of San Diego		)

On _____________ before,____________________, personally appeared 
________________ personally, known to me (or proved to me on the basis of 
satisfactory evidence) to the person whose name(s) are/is subscribed to the 
within instrument and acknowledged to me that he/she/they executed the same 
in his/her/their authorized capacity, and that by his/her/their 
signature(s) on the instrument the person(s), or the entity upon behalf of 
which the person(s) acted, executed the instrument.

WITNESS, my hand and official seal.

	
Notary Public

My commission expires:_____________				  
[SEAL]


STATE OF CALIFORNIA	)
) ss.
County of San Diego		)

On _____________ before,____________________, personally appeared 
________________ personally, known to me (or proved to me on the basis of 
satisfactory evidence) to the person whose name(s) are/is subscribed to the 
within instrument and acknowledged to me that he/she/they executed the same 
in his/her/their authorized capacity, and that by his/her/their 
signature(s) on the instrument the person(s), or the entity upon behalf of 
which the person(s) acted, executed the instrument.

WITNESS, my hand and official seal.

	
Notary Public

My commission expires:_____________				  
[SEAL]


STATE OF CALIFORNIA	)
) ss.
County of San Diego		)

On _____________ before,____________________, personally appeared 
________________ personally, known to me (or proved to me on the basis of 
satisfactory evidence) to the person whose name(s) are/is subscribed to the 
within instrument and acknowledged to me that he/she/they executed the same 
in his/her/their authorized capacity, and that by his/her/their 
signature(s) on the instrument the person(s), or the entity upon behalf of 
which the person(s) acted, executed the instrument.

WITNESS, my hand and official seal.

	
Notary Public

My commission expires:_____________				  
[SEAL]




	SCHEDULE "A"
	

	Legal Description

	[TO BE ATTACHED]