EXHIBIT 10.1

                                     LEASE

THIS LEASE ("LEASE") IS ENTERED INTO AS OF THE 6TH DAY OF DECEMBER, 2000, BY AND
BETWEEN  MSGW  CALIFORNIA  I,  LLC,  A  DELAWARE   LIMITED   LIABILITY   COMPANY
("LANDLORD"), AND APRIA HEALTHCARE, INC., A DELAWARE CORPORATION ("TENANT").

1. BASIC LEASE TERMS.  For purposes of this Lease,  the following terms have the
following definitions and meanings:

(a) LANDLORD'S ADDRESS (FOR NOTICES):

    2030 Main  Street,  Suite 200,  Irvine,  California  92614  Attention:  John
    Dobrott,  or such other place as Landlord may from time to time designate by
    notice to Tenant.

(b) TENANT'S ADDRESS (FOR NOTICES):

    APRIA  HEALTHCARE,  INC., 3560 Hyland Avenue,  Costa Mesa,  California 92626
    Attention:  Real Estate  Department,  with a copy to the  Premises,  or such
    other place as Tenant may from time to time designate by notice to Landlord.
    After the  Commencement  Date,  it shall no longer be  necessary  to forward
    notices to Tenant at the 3560  Hyland  Avenue  Address in Costa Mesa and all
    notices  shall be  addressed  to  Tenant's  Real  Estate  Department  at the
    Premises.

(c) DEVELOPMENT:  The  parcel(s)  of  real  property  commonly  known as Pacific
Commercentre  Business Park and located in the City of Lake Forest (the "CITY"),
County of Orange (the "COUNTY"),  State of California ("STATE"), as shown on the
site plan attached hereto as EXHIBIT "A".

(d) PREMISES:  That certain two (2) story office building  ("BUILDING NO. 4") in
the Development,  which Building will contain  approximately 50,006 square feet,
and that  certain  two (2)  story  office  building  ("BUILDING  NO.  5") in the
Development,  which  Building  will contain  approximately  50,006  square feet.
Together,  Building No. 4 and Building No. 5 shall contain approximately 100,012
square feet and are sometimes collectively referred to herein as the "BUILDINGS"
or the "PREMISES".  The Premises are more particularly depicted on the Site Plan
shown on EXHIBIT "A".

(e) TENANT'S PERCENTAGE:

    TENANT'S COMMON AREA  PERCENTAGE:  That percentage of expenses  allocated to
the legal  parcel on which each  Building  is located  in  accordance  with that
certain   Declaration  of  Covenants,   Conditions  and   Restrictions  for  the
MSGW/Pacific Commercentre recorded as Instrument No. 19980801866 in the Official
Records of Orange  County,  California,  as amended  by the First  Amendment  to
Declaration  of  Covenants,   Conditions  and   Restrictions   for  MSGW/Pacific
Commercentre  recorded as Instrument No.  19990164677 in the Official Records of
Orange County,  California,  and the Notice of Annexation recorded as Instrument
No.  20000638600  in the Official  Records of Orange  County,  California,  (the
"CC&R's").

    TENANT'S  BUILDING  PERCENTAGE:  Tenant's  Percentage of Building  Operating
Expenses  (as  defined  in  EXHIBIT  "E"),  for each  Building,  which  shall be
calculated by dividing the square  footage of the Premises  within each Building
by the total square footage of such  Building.  As of the first day of the Term,
Tenant's  Building  Percentage  shall be One  Hundred  Percent  (100%)  for each
Building.

(f) TERM: Ten (10) Lease Years.

(g) ESTIMATED COMMENCEMENT DATE: December 1, 2001.

(h) ESTIMATED EXPIRATION DATE: November 30, 2011.

(i) COMMENCEMENT DATE: The date on which the Term of this Lease will commence as
determined  in  accordance  with the terms of  Paragraph 8 of EXHIBIT "C" and as
stated on EXHIBIT "D".

(j) INITIAL  MONTHLY  BASE RENT:  $1.30  per square  foot per month,  subject to
adjustment as described on EXHIBIT "B" and as otherwise provided in this Lease.

(k) INTENTIONALLY OMITTED.

(l) TENANT IMPROVEMENTS: All tenant improvements installed or to be installed by
Tenant within the Premises to prepare the Premises for occupancy pursuant to the
terms of the Work Letter Agreement attached hereto as EXHIBIT "C".

(m) PERMITTED  USE:  General  office space and no other use without the express
written consent of Landlord, which consent Landlord may withhold in its sole and
absolute  discretion.  The permitted use shall  include,  to the extent  lawful,
related support functions such as computer, data and communications  facilities,
lunch,  seminar and meeting rooms,  file and mail rooms.  Landlord's  consent to
other  lawful  uses  compatible  with the  nature of the  Premises  shall not be
unreasonably withheld or delayed.

(n) BROKER(S): Mohr Partners, Inc.

(o) INTENTIONALLY OMITTED.

(p) INTEREST RATE: Ten percent (10%) per annum.

(q) PARKING:  Tenant  shall have  the right to utilize  four  hundred five (405)
unreserved,  in-common  spaces as provided in Paragraph 32 hereof.  In addition,
Tenant  shall have the right to utilize  twenty-five  (25)  parking  spaces on a
marked,  reserved basis.  All parking shall be free of charge during the initial
Term of the Lease and any  extension  thereof.  All  parking  rights  granted to
Tenant  hereunder  may be  utilized by Tenant's  agents,  licensees,  assignees,
subtenants, customers, employees, contractors, suppliers and invitees ("TENANT'S
PARTIES" or "TENANT PARTIES") on the same basis as they are available to Tenant,
except that Tenant shall have the right,  but not the obligation,  to direct and
allocate such use.  Landlord will mark Tenant's reserved spaces at the locations
shown on EXHIBIT "A" hereto. In addition,  Landlord, as a cost to be included in
construction of the Shell,  shall construct fifteen (15) of the twenty-five (25)
reserved  spaces as covered parking spaces at the locations shown on EXHIBIT "A"
hereto and in accordance with the plans and specifications  therefor  referenced
in the Work Letter Agreement.

(r) EXHIBITS: A through I, inclusive,  which Exhibits are attached to this Lease
and incorporated herein by this reference.

(s) ADDENDUM PARAGRAPHS: 41 through 55, inclusive, which Addendum Paragraphs are
attached to this Lease and incorporated herein by this reference.

This Paragraph 1 represents a summary of the basic terms and definitions of this
Lease.  In the event of any  inconsistency  between the terms  contained in this
Paragraph 1 and any  specific  provision  of this  Lease,  the terms of the more
specific provision shall prevail.

2.  PREMISES AND COMMON AREAS

(a) PREMISES.  Landlord  hereby  leases  to Tenant and Tenant hereby leases from
Landlord the Premises as improved or to be improved with the Tenant Improvements
described in the Work Letter  Agreement,  a copy of which is attached  hereto as
EXHIBIT "C".

(b) MUTUAL  COVENANTS.  Landlord and Tenant agree that the letting and hiring of
the  Premises  is upon  and  subject  to the  terms,  covenants  and  conditions
contained  in this Lease and each  party  covenants  as a  material  part of the
consideration  for this Lease to keep and perform their  respective  obligations
under this Lease.

(c) TENANT'S USE OF COMMON  AREAS.  During the Term of this Lease,  Tenant shall
have the  nonexclusive  right to use in common with  Landlord  and all  persons,
firms  and  corporations  conducting  business  in  the  Development  and  their
respective customers,  guests, licensees,  invitees,  subtenants,  employees and
agents  (collectively,  "DEVELOPMENT  OCCUPANTS"),  subject to the terms of this
Lease,  the Rules  and  Regulations  referenced  in  Paragraph  28 below and all
covenants,   conditions  and  restrictions   now  or  hereafter   affecting  the
Development (provided Tenant's use of the Premises as contemplated herein is not
materially  and adversely  impacted,  whether by way of amendment to,  including
without  limitation,  the CC&R's  described in EXHIBIT "E" attached  hereto,  or
otherwise),  the following  common areas of the Development  (collectively,  the
"COMMON  AREAS"):  the parking  facilities  of the  Development  which serve the
Building,  loading  and  unloading  areas,  trash  areas,  roadways,  sidewalks,
walkways,  parkways,   driveways,   landscaped  areas,  and  similar  areas  and
facilities situated within the Development and appurtenant to the Building which
are not reserved for the exclusive use of any Development Occupants.  Subject to
Tenant's  obligation  to pay Tenant's  Percentage  of the cost  thereof  through
Common Area Expenses (as defined in EXHIBIT "E"),  Landlord  shall  maintain the
Common Areas (including, without limitation, the truck loading and parking areas
and trash  removal)  in a clean,  orderly,  lighted  and  reasonably  attractive
condition  comparable with similar projects in the vicinity with, subject to the
remainder  of this  Lease,  continuous  ingress  and  egress to and from  public
roadways to the Premises and the parking areas appurtenant to the Premises.

(d) LANDLORD'S RESERVATION OF RIGHTS. Provided Tenant's use of and access to the
Premises is not interfered with in an unreasonable manner, Landlord reserves for
itself and for all other  owner(s) and  operator(s)  of the Common Areas and the
balance of the Development,  the right from time to time to: (i) make changes to
the design and layout of the Development, including, without limitation, changes
to buildings,  driveways,  entrances,  loading and unloading areas, direction of
traffic,  landscaped  areas and walkways,  parking spaces and parking areas; and
(ii) use or close  temporarily  the Common Areas,  and/or other  portions of the
Development while engaged in making improvements,  repairs or alterations to the
Building,  the Development,  or any portion  thereof.

3.  TERM.  The term of this Lease ("TERM") will be for the period  designated in
Subparagraph  1(f),  commencing on the Commencement Date, and ending on the last
day of the month in which the  expiration of such period  occurs,  including any
extensions  of the Term  pursuant  to any  provision  of this  Lease or  written
agreement of the parties.  Notwithstanding  the foregoing,  if the  Commencement
Date falls on any day other than the first day of a calendar month then the Term
of this Lease will be  measured  from the first day of the month  following  the
month in which the Commencement Date occurs.  Each consecutive twelve (12) month
period of the Term of this Lease,  commencing on the Commencement  Date, will be
referred  to herein as a "LEASE  YEAR".  Landlord's  Notice of Lease  Term Dates
("NOTICE"),  in the form of  EXHIBIT  "D"  attached  hereto,  will  confirm  the
Commencement  Date and the date upon which the Term of this Lease shall end, and
will be delivered to Tenant after Landlord  delivers  possession of the Premises
to Tenant.  The Notice will be binding upon Tenant unless Tenant  objects to the
Notice in writing within fifteen (15) days of Tenant's receipt of the Notice.

4.  POSSESSION

(a) DELIVERY  OF  POSSESSION.  Landlord  agrees  to  deliver  possession  of the
Premises to Tenant in  accordance  with the terms of the Work  Letter  Agreement
attached  hereto as EXHIBIT "C".  Notwithstanding  the  foregoing  and except as
provided in Subparagraph  4(c) below,  Landlord will not be obligated to deliver
possession of the Premises to Tenant until Landlord has received from Tenant all
of the following:  (i) a copy of this Lease fully  executed by Tenant;  (ii) the
first installment of Monthly Base Rent; (iii) executed insurance certificates as
required  under  Paragraph  19 of this Lease;  (iv)  copies of all  governmental
permits  and  authorizations,  if any,  required  in  connection  with  Tenant's
operation  of  its  business  within  the  Premises  other  than  occupancy  and
construction permits and approvals which are required to be obtained by Landlord
under  the  Work  Letter  Agreement;  and  (v) if  Tenant  is a  corporation  or
partnership,  such evidence of due formation,  valid  existence and authority as
Landlord may  reasonably  require,  which may  include,  without  limitation,  a
certificate   of  good   standing,   certificate   of  secretary,   articles  of
incorporation,  statement of partnership,  or other similar  documentation.

(b) CONDITION  OF  PREMISES.  Within  five (5)  business  days  after  the Shell
Completion Date (as defined in the Work Letter  Agreement),  Landlord and Tenant
will  jointly  conduct a  walk-through  inspection  of the Shell (as  defined in
Paragraph 2 of the Work Letter  Agreement) and will jointly prepare a punch-list
("PUNCH-LIST")  of items required to be installed by Landlord in the Shell under
the Work Letter Agreement which require finishing or correction.  The Punch-List
will not include any items of damage caused by Tenant's  move-in or early entry,
which  damage will be  corrected  or repaired  at Tenant's  expense.  Other than
latent  defects  of which  Landlord  is  notified  within one (1) year after the
Commencement Date, Landlord's  obligations under Paragraph 14 of this Lease, and
the items specified in the Punch-List, and subject to the warranties of Landlord
contained  in this  Lease  and any  other  construction  warranties,  by  taking
possession of the Shell, Tenant will be deemed to have accepted the Shell in its
condition  on the Shell  Completion  Date,  subject  to all  applicable  zoning,
municipal,  county and state laws,  ordinances  and  regulations  governing  and
regulating the use and occupancy of the Premises and to have  acknowledged  that
there are no additional items needing work or repair by Landlord.  Landlord will
cause all items in the Punch-List to be repaired or corrected within thirty (30)
days following the preparation of the Punch-List or as soon as practicable after
the preparation of the Punch-List. Except as provided below, Tenant acknowledges
that neither Landlord nor any agent of Landlord has made any  representation  or
warranty with respect to the Premises,  the Development or any portions  thereof
or with respect to the suitability of same for the conduct of Tenant's business.
In addition to any express  warranties of construction and equipment  warranties
provided in or pursuant  to this Lease and the Work Letter  Agreement,  Landlord
warrants,  as of the Shell  Completion Date, that (i) the Shell and Common Areas
have been or will be developed and constructed in compliance with all applicable
building codes,  ordinances and laws, including but not limited to the Americans
With Disabilities Act; (ii) the Development will have proper drainage and is not
located  in an area  subject  to  special  flood or  other  similar  hazards  as
designated by the Federal Emergency  Management Agency; and (iii) the use of the
Premises for general office and support purposes as described in this Lease will
be permitted by all applicable  laws and ordinances.  Notwithstanding  any other
provision  of this  Lease,  Tenant  shall not be deemed to have  accepted  or be
responsible  for any latent  defects in the Shell  constructed by Landlord which
are not discoverable in the ordinary course of occupancy of the Premises,  until
sixty (60) days after the actual  discovery of the same. In any event,  Landlord
shall remain  responsible  therefor in accordance  with the terms of this Lease.

(c) EARLY ENTRY.  As described in the Work Letter  Agreement,  Landlord  will be
constructing the Shell and turning it over to Tenant for the construction of the
Tenant Improvements. Landlord agrees to provide Tenant with reasonable access to
the Shell no later than August 1, 2001,  even though  construction  of the Shell
will not be substantially  complete by such date (as such date shall be extended
by Tenant  Delays [as defined in the Work Letter  Agreement]  and force  majeure
delays [as defined in  Paragraph  33 hereof],  herein  referred to as the "SHELL
AVAILABILITY DATE").  Tenant may elect to enter upon the Shell commencing on the
Shell  Availability  Date in order to commence  the  construction  of the Tenant
Improvements,  install  communications cable, fixtures and racking and the like,
at Tenant's  sole cost and  expense,  as well as to  commence  its move into the
Premises  (collectively,  "TENANT'S  WORK").  Any such  entry by Tenant  for the
purpose  of  Tenant's  Work will be  subject to the  following  conditions:  (i)
Tenant, together with its employees, agents, independent contractors,  suppliers
and any other personnel under Tenant's control ("TENANT'S  PERSONNEL")  entering
the Premises,  will  reasonably  cooperate with Landlord and Landlord's  general
contractor;  (ii)  Tenant  agrees that any such early entry is subject to all of
the terms and  conditions of the Lease except for those  relating to the payment
of Rent and other monetary obligations,  which provisions will become applicable
in  accordance  with the terms of this Lease;  (iii) Prior to any entry upon the
Shell by Tenant or Tenant's  Personnel,  Tenant agrees to pay for and provide to
Landlord  certificates   evidencing  the  existence  and  amounts  of  liability
insurance  carried by Tenant,  which coverage must comply with the provisions of
this Lease relating to insurance;  (iv) Tenant and Tenant's  Personnel  agree to
comply  with all  applicable  laws,  regulations,  permits  and other  approvals
required to perform  Tenant's  Work or by the early entry on the Shell by Tenant
and Tenant's Personnel; and (v) Tenant agrees to indemnify,  protect, defend and
save Landlord harmless from and against any and all liens, liabilities,  losses,
damages,  costs,  expenses,  demands,  actions,  causes  of  action  and  claims
(including, without limitation,  attorneys' fees and legal costs) arising out of
the early  entry,  use,  construction,  or  occupancy  of the Shell by Tenant or
Tenant's  Personnel.  If  Tenant's  Personnel  and/or  the  work  that is  being
performed  by  Tenant's   Personnel   materially   interferes   with  Landlord's
construction of the Shell, or detrimentally affects Landlord's ability to comply
with its  commitments for completing  construction  of the Shell,  Landlord will
have the right to order  Tenant's  early entry to cease in the event  Tenant has
not taken  action to remedy  such  interference  within  forty-eight  (48) hours
following  Landlord's  notice  to Tenant of the  existence  of the same,  and if
Landlord so requires in connection  therewith because such items are interfering
with Landlord's  work,  Tenant agrees to cause Tenant's  Personnel to remove all
tools,  equipment and materials from the Shell.  Notwithstanding  the foregoing,
during  the  period  following  the  Shell  Availability  Date and  prior to the
Commencement  Date,  Landlord and Tenant and their respective  contractors shall
reasonably  cooperate  in their  efforts  to  permit  completion  of  Landlord's
construction  obligations,  Tenant's work and Tenant's move into the Premises so
that Tenant can be open for business in the Premises no later than the day prior
to the  scheduled  Commencement  Date of  December  1,  2001,  subject to Tenant
Delays,  Landlord Delays and force majeure delays.  Accordingly,  Landlord shall
make  available its  contractors  to meet and confer with Tenant's  Personnel at
least  three  (3) weeks  prior to the Shell  Availability  Date to  establish  a
schedule which is convenient for all parties involved to complete such work in a
timely manner.

5.  RENT

(a) MONTHLY BASE RENT.  Tenant  agrees to pay Landlord the Monthly Base Rent for
the Premises  (subject to adjustment as hereinafter  provided) in advance on the
first day of each calendar month during the Term without prior notice or demand,
except  that Tenant  agrees to pay the Monthly  Base Rent for the first month of
the Term  directly  to  Landlord  concurrently  with  Tenant's  delivery  of the
executed Lease to Landlord. If the Term of this Lease commences or ends on a day
other than the first day of a calendar month, then the rent for such period will
be  prorated in the  proportion  that the number of days this Lease is in effect
during such period  bears to the number of days in such month.  All rent must be
paid to Landlord, without any deduction or offset (except as herein specifically
provided  for), in lawful money of the United States of America,  at the address
designated  by  Landlord  or to such  other  person  or at such  other  place as
Landlord may from time to time  designate in writing.  Monthly Base Rent will be
adjusted  during  the  Term of this  Lease  as  provided  in  EXHIBIT  "B".

(b) ADDITIONAL RENT.All amounts and charges (Other than Monthly Base Rent) to be
paid by Tenant hereunder,  including, without limitation, payments for Operating
Expenses,  real  property  taxes,  insurance  and  repairs,  will be  considered
additional rent for purposes of this Lease,  and the word "rent" as used in this
Lease will include all such additional  rent unless the context  specifically or
clearly implies that only Monthly Base Rent is intended.

(c) LATE  PAYMENTS.  Late  payments  of  Monthly  Base Rent  and/or  any item of
additional  rent will be subject to  interest  and a late  charge as provided in
Subparagraph 22(f) below.

6.  OPERATING EXPENSES

(a) OPERATING EXPENSES. In addition to Monthly Base Rent, throughout the Term of
this Lease,  Tenant agrees to pay Landlord as additional rent in accordance with
the terms of this Paragraph 6, Tenant's Percentage of Operating Expenses for the
Development as defined in EXHIBIT "E" attached hereto.

(b) ESTIMATE STATEMENT. Prior to the Commencement Date and on or about April 1st
of each  subsequent  calendar year during the Term of this Lease,  Landlord will
deliver to Tenant a  statement  ("ESTIMATE  STATEMENT")  wherein  Landlord  will
estimate  both the  Operating  Expenses  and  Tenant's  Percentage  of Operating
Expenses for the then current calendar year.  Tenant agrees to pay Landlord,  as
additional rent,  one-twelfth  (1/l2th) of the estimated Tenant's  Percentage of
Operating Expenses each month thereafter, beginning with the next installment of
rent due, until such time as Landlord issues a revised Estimate Statement or the
Estimate Statement for the succeeding  calendar year; except that,  concurrently
with the second  regular  monthly rent payment next due following the receipt of
each such Estimate  Statement,  Tenant agrees to pay Landlord an amount equal to
one monthly  installment  of the  estimated  Tenant's  Percentage  of  Operating
Expenses (less any applicable Operating Expenses already paid) multiplied by the
number of months from  January,  in the current  calendar  year, to the month of
such rent payment next due, all months  inclusive.  However,  Landlord shall not
issue more than one (1)  Estimate  Statement  during any calendar  year,  unless
Landlord  reasonably  determines  that the  Operating  Expenses  will exceed the
amount upon which the previous Estimate Statement was based by more than fifteen
percent (15%). If at any time during the Term of this Lease,  but not more often
than  quarterly,  Landlord  reasonably  determines  that Tenant's  Percentage of
Operating Expenses for the current calendar year will be greater than the amount
set forth in the then current Estimate  Statement,  Landlord may issue a revised
Estimate Statement and Tenant agrees to pay Landlord, within thirty (30) days of
receipt of the revised  Estimate  Statement,  the difference  between the amount
owed by Tenant  under such  revised  Estimate  Statement  and the amount owed by
Tenant under the original Estimate Statement for the portion of the then current
calendar  year  which has  expired.  Thereafter  Tenant  agrees to pay  Tenant's
Percentage of Operating  Expenses based on such revised Estimate Statement until
Tenant  receives the next calendar  year's  Estimate  Statement or a new revised
Estimate Statement for the current calendar year.

(c) ACTUAL STATEMENT. By April 1st of each calendar year during the Term of this
Lease,  Landlord  will also deliver to Tenant a statement  ("ACTUAL  STATEMENT")
which states the actual Operating  Expenses for the preceding  calendar year. If
the Actual  Statement  reveals that Tenant's  Percentage of the actual Operating
Expenses  is more than the total  Additional  Rent paid by Tenant for  Operating
Expenses  on  account  of the  preceding  calendar  year,  Tenant  agrees to pay
Landlord the  difference in a lump sum within thirty (30) days of receipt of the
Actual Statement.  If the Actual Statement  reveals that Tenant's  Percentage of
the actual  Operating  Expenses is less than the Additional  Rent paid by Tenant
for Operating Expenses on account of the preceding calendar year,  Landlord will
pay Tenant the  difference in a lump sum upon delivery of the Actual  Statement,
together  with  interest  thereon  at the  Interest  Rate from  April 1st of the
calendar  year during which the Actual  Statement  is to be delivered  until the
date of  payment  in the event the  payment  is made  after the date the  Actual
Statement is required to be delivered pursuant to this Section. In addition,  in
the event that Landlord  should fail to deliver an Actual  Statement by December
31 of the year during which the Actual Statement is to be delivered  pursuant to
this  Section,  then  Landlord  shall be  deemed  to have  delivered  an  Actual
Statement  which  confirms  that  the  amounts  paid  pursuant  to the  Estimate
Statement  were  sufficient to pay Tenant's  Percentage of the actual  Operating
Expenses  for the year in  question  and to have waived the right to collect any
additional  amounts therefor from Tenant.  The foregoing time limit shall not be
applicable to line items such as supplemental tax bills which are not reasonably
available by such outside date,  so long as Landlord  promptly  invoices  Tenant
upon learning of the existence and amount thereof. Nevertheless, if Landlord has
failed to deliver an Actual Statement during the year it was due to be delivered
to Tenant,  Landlord,  upon thirty (30) days'  written  demand by Tenant,  shall
prepare  the  Actual  Statement  and pay any amount  accurately  shown to be due
Tenant thereunder as specified above.

(d) MISCELLANEOUS. Except as provided above, any delay or failure by Landlord in
delivering any Estimate Statement or Actual Statement pursuant to this Paragraph
6 will not  constitute  a waiver of its right to require an increase in rent nor
will it relieve Tenant of its  obligations  pursuant to this Paragraph 6, except
that Tenant will not be obligated to make any  payments  based on such  Estimate
Statement  or Actual  Statement  until  thirty  (30) days after  receipt of such
Estimate  Statement  or Actual  Statement.  Even though the Term has expired and
Tenant has  vacated  the  Premises,  except as  provided  above,  when the final
determination is made of Tenant's  Percentage of the actual  Operating  Expenses
for the year in which this Lease  terminates,  Tenant agrees to promptly pay any
increase due over the estimated expenses paid and,  conversely,  any overpayment
made in the event said expenses  decrease  shall promptly be rebated by Landlord
to Tenant.  Such  obligation  will be a  continuing  one which will  survive the
expiration or termination of this Lease.

(e) AUDIT  RIGHT.  In the event of any  dispute  as  to the  amount of  Tenant's
Percentage  of Operating  Expenses,  Tenant or an  accounting  firm  selected by
Tenant and  reasonably  satisfactory  to Landlord will have the right,  by prior
written  notice ("AUDIT  NOTICE") given within three (3) years ("AUDIT  PERIOD")
following  receipt of an Actual  Statement and at reasonable times during normal
business hours, to audit Landlord's accounting records with respect to Operating
Expenses  relative  to the year to which such  Actual  Statement  relates at the
offices  of  Landlord's  property  manager.  In no event  will  Landlord  or its
property  manager be required to (i) photocopy any  accounting  records or other
items or  contracts  (however,  such items shall be made  available  for copying
on-site or off-site at Tenant's option and expense, except that the cost thereof
shall be at  Landlord's  expense  to the  extent  the cost of the audit is to be
borne by Landlord  hereunder),  (ii) create any ledgers or schedules not already
in existence,  (iii) incur any costs or expenses relative to such inspection, or
(iv) perform any other tasks other than making available such accounting records
as  aforesaid.  Tenant must pay its  Percentage  of Operating  Expenses when due
pursuant to the terms of this Lease and may not  withhold  payment of  Operating
Expenses  or any other  rent  pending  results  of the audit or during a dispute
regarding Operating  Expenses.  The on-site document review portion of the audit
must be  completed  within  forty-five  (45) days of the date of Tenant's  Audit
Notice and the  results of such audit  shall be  delivered  to  Landlord  within
ninety  (90)  days of the  date of  Tenant's  Audit  Notice.  Provided  Landlord
reasonably cooperates with Tenant in its efforts under this Paragraph, if Tenant
does not comply with any of the  aforementioned  time  frames,  then such Actual
Statement  will be  conclusively  binding  on  Tenant.  If such  audit or review
correctly reveals that Landlord has overcharged  Tenant and Landlord agrees with
the  results of such audit,  then  within  thirty (30) days after the results of
such audit are made available to Landlord,  Landlord agrees to reimburse  Tenant
the amount of such  overcharge  together with interest at the Interest Rate from
the date  payment  should have been made.  If the audit  reveals that Tenant was
undercharged,  then  within  thirty (30) days after the results of the audit are
made available to Tenant, Tenant agrees to reimburse Landlord the amount of such
undercharge.  Tenant agrees to pay the cost of such audit,  provided that if (i)
the audit  reveals  that  Landlord's  determination  of Tenant's  Percentage  of
Operating Expenses as set forth in the relevant Actual Statement was in error in
Landlord's  favor by more  than  five  percent  (5%) of the  amount  charged  by
Landlord to Tenant pursuant to such Actual Statement,  or (ii) Landlord fails to
provide Tenant with an Actual  Statement by December 31 of the year during which
the Actual  Statement  is to be  delivered  pursuant  to  Paragraph  6(c) above,
whether or not the audit reveals an  overcharge  to Tenant in Landlord's  favor,
then  Landlord  agrees to pay the  reasonable,  third-party  cost of such  audit
incurred by Tenant. To the extent Landlord must pay the cost of such audit, such
cost shall not exceed a  reasonable  hourly  charge for a  reasonable  amount of
hours spent by such  third-party in connection  with the audit,  and in no event
will exceed the amount of Tenant's  Percentage  of the error.  Tenant  agrees to
keep the results of the audit confidential and will cause its agents,  employees
and  contractors to keep such results  confidential.  To that end,  Landlord may
require Tenant and its auditor to execute a confidentiality  agreement  provided
by Landlord,  subject to the customary and ordinary exceptions contained in such
agreements.  Landlord shall respond promptly to Tenant's audit request and other
reasonable requests by Tenant associated therewith and cooperate reasonably with
Tenant by identifying and making  available the pertinent  records  necessary to
conduct a proper audit.

7.  INTENTIONALLY OMITTED.

8.  USE.

(a) TENANT'S USE OF THE  PREMISES.  The Premises may be used for the use or uses
set forth in Subparagraph  1(m) only.

(b) COMPLIANCE.  At  Tenant's  sole cost and expense,  Tenant agrees to procure,
maintain and hold available for Landlord's inspection, all governmental licenses
and permits required for the proper and lawful conduct of Tenant's business from
the Premises,  if any. Tenant agrees not to use, alter or occupy the Premises or
allow the Premises to be used,  altered or occupied in violation of, and Tenant,
at its sole cost and  expense,  agrees to use and occupy the  Premises and cause
the Premises to be used and occupied in compliance  with:  (i) any and all laws,
statutes,  zoning  restrictions,  ordinances,  rules,  regulations,  orders  and
rulings now or hereafter in force and any requirements of any insurer, insurance
authority or duly  constituted  public authority  having  jurisdiction  over the
Premises now or hereafter in force,  (ii) the  requirements of the Board of Fire
Underwriters  and any other similar  body,  (iii) the  Certificate  of Occupancy
issued  for the  Building,  and  (iv) any  recorded  covenants,  conditions  and
restrictions and similar  regulatory  agreements,  if any, which affect the use,
occupation or alteration of the Premises ("LEGAL  REQUIREMENTS").  Tenant agrees
to comply  with the Rules and  Regulations  referenced  in  Paragraph  28 below.
Tenant  agrees not to do or permit  anything to be done in or about the Premises
which will in any manner  obstruct or interfere with the rights of other tenants
or occupants of the Development, or injure or unreasonably annoy them, or use or
allow the  Premises to be used for any  unlawful or  unreasonably  objectionable
purpose.  Tenant  agrees not to cause,  maintain or permit any nuisance or waste
in, on, under or about the Premises.  Notwithstanding anything contained in this
Lease to the contrary, all transferable development rights related in any way to
the Development are and will remain vested in Landlord, and Tenant hereby waives
any rights thereto.  Notwithstanding the foregoing,  Landlord at Landlord's sole
cost and expense which is not to be reimbursable as an Operating Expense,  shall
be responsible for causing the Development (exclusive of the Premises,  which is
Tenant's  responsibility  as provided above and below) to be in compliance  with
all Legal Requirements applicable thereto as of the Commencement Date, including
but not  limited to Legal  Requirements  affecting  the use  thereof for general
office purposes and support functions as herein described. In addition, Landlord
at  Landlord's  sole  cost and  expense  which is not to be  reimbursable  as an
Operating Expense, shall be responsible for any improvements or alterations of a
capital  nature  (not  including  the Tenant  Improvements,  which are  Tenant's
responsibility)  required to be made to the  Development  or Shell to permit (i)
the  parking of  vehicles  in the Common  Areas,  (ii) use of the  Premises  for
general  office and support  purposes  as herein  described,  and (iii)  access,
ingress  and  egress  to and from the  Premises  from  public  roads.  Tenant at
Tenant's  sole cost and expense shall be  responsible  for any  improvements  or
alterations to the portions of the Premises not constituting a part of the Shell
(including the Tenant Improvements) as necessary to permit compliance with Legal
Requirements.

(c) HAZARDOUS MATERIALS;  TENANT.  Except as provided for in Paragraph 48 of the
Addendum hereof, and except for ordinary and general office supplies,  equipment
and facilities, such as copier toner, liquid paper, back-up power sources, glue,
ink and common household cleaning materials,  as well as customary quantities of
first aid and healthcare  supplies (when considering the corporate  headquarters
nature of the  Premises as the home  office of a  healthcare  provider)  and the
parking of vehicles in the parking areas  adjacent to the Premises  (some or all
of which may constitute  "HAZARDOUS MATERIALS" as defined in this Lease), Tenant
agrees not to cause or knowingly  permit any  Hazardous  Materials to be brought
upon, stored, used, handled, generated, released or disposed of on, in, under or
about the Premises,  the Building,  the  Development  or any portion  thereof by
Tenant or any of Tenant's  Parties (as defined in Paragraph 1(q) hereof) without
the prior written  consent of Landlord,  which consent  Landlord may withhold in
its sole and absolute discretion.  Upon the expiration or earlier termination of
this Lease, Tenant agrees to promptly remove from the Premises, at its sole cost
and expense, any and all Hazardous Materials, including any equipment or systems
containing Hazardous Materials which are installed,  brought upon, stored, used,
generated or released upon, in, under or about the Premises,  the Building,  the
Development or any portion thereof by Tenant or any of Tenant's Parties.  To the
fullest extent permitted by law, Tenant agrees to promptly  indemnify,  protect,
defend and hold harmless Landlord and Landlord's partners, officers,  directors,
employees,  agents, successors and assigns (collectively,  "LANDLORD INDEMNIFIED
PARTIES") from and against any and all claims, damages, judgments, suits, causes
of action, losses, liabilities, penalties, fines, expenses and costs (including,
without limitation,  clean-up, removal,  remediation and restoration costs, sums
paid in settlement of claims,  attorneys' fees,  consultant fees and expert fees
and court costs) which arise or result from the presence of Hazardous  Materials
on, in, under or about the  Premises,  the Building or any other  portion of the
Development  and which are  caused or  knowingly  permitted  by Tenant or any of
Tenant's  Parties.  Tenant agrees to promptly  notify Landlord of any release of
Hazardous  Materials at the Premises,  which Tenant  becomes aware of during the
Term of this Lease,  whether  caused by Tenant or any other persons or entities.
In the event of any release of Hazardous Materials caused or permitted by Tenant
or any of  Tenant's  Parties,  Landlord  shall  have  the  right,  but  not  the
obligation,  to cause  Tenant  to  immediately  take all  steps  Landlord  deems
necessary  or  appropriate  to  remediate  such  release and prevent any similar
future release to the satisfaction of Landlord and Landlord's  mortgagee(s).  As
used in this Lease,  the term "HAZARDOUS  MATERIALS"  shall mean and include any
hazardous  or  toxic  materials,  substances  or  wastes  as  now  or  hereafter
designated under any law, statute, ordinance, rule, regulation,  order or ruling
of any  agency  of  the  State,  the  United  States  Government  or  any  local
governmental    authority,    including,    without    limitation,     asbestos,
asbestos-containing  material ("ACM"),  presumed asbestos  containing  materials
("PACM"),  petroleum,  petroleum hydrocarbons and petroleum based products, urea
formaldehyde foam insulation,  polychlorinated biphenyls ("PCBS"), and freon and
other chlorofluorocarbons. The provisions of this Subparagraph 8(c) will survive
the  expiration or earlier  termination  of this Lease.  Tenant's  "cleanup" and
remediation  obligations shall not extend to items which are ordinarily included
in ordinary  maintenance  of the parking  and  loading  areas  within the Common
Areas.

(d) HAZARDOUS MATERIALS;  LANDLORD.  Landlord represents and warrants that as of
the date hereof, to Landlord's current, actual knowledge, except as specifically
disclosed  in writing to Tenant  prior to the date of this Lease,  no  Hazardous
Materials  exist on or about the  Premises in violation  of  applicable  law. If
Landlord  has  disclosed  the  existence  of ACM or PACM in the  Building(s)  by
written notice to Tenant, Landlord agrees that prior to Tenant taking possession
of the  Premises,  Landlord  shall  deliver  to Tenant a report  prepared  by an
environmental  engineer which provides a complete  assessment of ACM and PACM in
the  Building(s)  and Landlord shall be  responsible  for all costs and expenses
incurred at any time in complying  with all applicable law affecting or relating
to the  Premises  arising out of  conditions  existing  as of the date  Landlord
delivers  possession of the Premises to Tenant. In furtherance of the foregoing,
and without limiting the scope thereof,  Landlord shall promptly perform, at its
sole cost and expense,  any Remedial  Work  necessitated  by the presence of any
Hazardous  Materials  which  existed  on, in or under the  Premises  at the time
possession of the Premises was delivered to Tenant or which subsequently came to
be located  on, in or under the  Premises as a result of the acts of Landlord or
its  agents  or   employees.   As  used  herein,   "REMEDIAL   WORK"  means  any
investigation, monitoring, clean-up, containment, remediation, removal, response
cost, or restoration work and the preparation and implementation of any closure,
remedial or other required plans,  that is required under any applicable law. As
used herein, "HAZARDOUS MATERIAL CONDITION" means the occurrence or discovery of
a  condition  involving  the  presence  of, or a  contamination  by, a Hazardous
Material in, on, or under the Premises in violation of applicable  law.  Subject
to (i) the last  sentence of  Paragraph  18(a)  hereof,  and (ii)  Paragraph  35
hereof,  Landlord  shall  indemnify,  defend and hold Tenant  harmless  from and
against  any  and  all  claims,  judgment,  damages,  penalties,  fines,  costs,
liabilities or losses (including, without limitation, sums paid in settlement of
claims,  attorneys'  fees,  consultant  fees  and  expert  fees)  (collectively,
"CLAIMS")  which arise on or after the date that  possession  of the Premises is
delivered to Tenant,  including any time after the expiration of the Lease Term,
from or in connection with Hazardous  Material  Conditions  which were caused by
Landlord or its agents or employees or which  predated the date that  possession
of the Premises is delivered to Tenant.

(e) TENANT  RIGHTS.  If,  after  Tenant has taken  delivery of the  Premises and
commenced  the payment of rent under this Lease,  for reason other than the acts
or  omissions  of Tenant (or anyone for whose acts Tenant is  responsible),  (x)
Tenant  is  required,  by  applicable  law as a result of a  Hazardous  Material
Condition,  to close,  vacate,  and/or  suspend in whole or in part Tenant's use
and/or operation of the Premises for testing, inspection,  analysis, monitoring,
removal and/or remediation of Hazardous Materials, or (y) Tenant is required, by
applicable  law as a  result  of a  Hazardous  Material  Condition,  to limit or
condition   its   use   and/or   operation   of   the   Premises    ("ADDITIONAL
RESTRICTION(S)"),  and if in either  such case any such  Additional  Restriction
will, in Tenant's  reasonable  judgment,  materially  and  adversely  affect the
conduct of Tenant's  business  at the  Premises,  then  Tenant  (notwithstanding
compliance by Landlord and Tenant with the  provisions of this Lease) shall have
the right,  following fifteen (15) days prior written notice to Landlord of such
Additional  Restriction(s),  to abate the  payment  of rent  under this Lease in
proportion to the extent Tenant's business in the Premises is interfered with as
a  result  thereof,  unless  within  said  fifteen  (15)  day  period,  any such
Additional  Restriction  has been  removed  or  terminated  or  Tenant  exempted
therefrom as evidenced by a writing  reasonably  satisfactory to Tenant.  If any
such  Additional  Restriction  is not removed or terminated  or Tenant  exempted
therefrom  within one  hundred  eighty  (180) days from the date of such  15-day
notice, and if such Additional Restriction adversely impacts Tenant's ability to
do business in the Premises in a material  way, then Tenant shall have the right
to terminate  this Lease by notice to Landlord at any time after the  expiration
of such 180-day period of time and prior to removal  and/or  termination of such
Additional  Restriction  as  aforesaid.   The  rent  abatement  and  termination
provisions  provided  in this  Paragraph  8(e) shall be Tenant's  sole  remedies
against  Landlord  at law,  in  equity or under  this  Lease  arising  out of or
relating to any of the  circumstances  covered by this Paragraph 8(e), except to
the extent of Landlord's obligations under Paragraph 8(d) above.

9.  NOTICES. Any notice  required or permitted to be given  hereunder must be in
writing and may be given by personal delivery  (including  delivery by overnight
courier or an express  mailing  service) or by mail,  if sent by  registered  or
certified mail.  Notices to Tenant shall be sufficient if delivered to Tenant at
the address  designated in  Subparagraph  1(b) and notices to Landlord  shall be
sufficient if delivered to Landlord at the address  designated  in  Subparagraph
1(a).  Either  party may  specify a  different  address  for notice  purposes by
written  notice to the other,  except that the Landlord may in any event use the
Premises as Tenant's address for notice purposes.

10. BROKERS.  The parties  acknowledge  that  the broker(s) who negotiated  this
Lease are stated in Subparagraph 1(n). Each party represents and warrants to the
other, that, to its knowledge,  no other broker,  agent or finder (a) negotiated
or was instrumental in negotiating or consummating this Lease on its behalf, and
(b) is or might be entitled to a commission or  compensation  in connection with
this  Lease.  Landlord  and Tenant each agree to  promptly  indemnify,  protect,
defend and hold harmless the other from and against any and all claims, damages,
judgments,  suits,  causes of action,  losses,  liabilities,  penalties,  fines,
expenses and costs  (including  attorneys' fees and court costs)  resulting from
any breach by the indemnifying party of the foregoing representation, including,
without  limitation,  any claims that may be  asserted  by any broker,  agent or
finder  undisclosed by the  indemnifying  party.  The foregoing mutual indemnity
shall survive the expiration or earlier termination of this Lease.

11. SURRENDER; HOLDING OVER

(a) SURRENDER.  The voluntary or other  surrender of this Lease by Tenant,  or a
mutual  cancellation  thereof,  shall not constitute a merger, and shall, at the
option of Landlord, operate as an assignment to Landlord of any or all subleases
or  subtenancies.  Upon the  expiration  or earlier  termination  of this Lease,
Tenant agrees to peaceably surrender the Premises to Landlord broom clean and in
a state of good order, repair and condition, ordinary wear and tear and casualty
damage (if this Lease is  terminated as a result  thereof  pursuant to Paragraph
20) excepted,  together with all of Tenant's  personal  property and Alterations
(as defined in Paragraph  13) removed  from the Premises to the extent  required
under Paragraph 13 and all damage caused by such removal repaired as required by
Paragraph 13. At least ninety (90) days, prior to the date Tenant is to actually
surrender the Premises to Landlord, Tenant agrees to give Landlord notice of the
exact date Tenant will  surrender  the Premises so that  Landlord and Tenant can
schedule a walk-through  of the Premises to review the condition of the Premises
and identify the Alterations and personal  property which are to remain upon the
Premises and which items Tenant is to remove as well as any repairs Tenant is to
make upon  surrender  of the  Premises as  required  by this Lease.  During such
ninety (90) day period,  Landlord may, at its option, retain the services of one
or more  inspectors or consultants to inspect the Premises and all equipment and
fixtures located therein to determine if they are in the condition  required for
proper surrender by Tenant. If any such inspections disclose any deficiencies in
the  condition  of the  Premises,  Tenant  will  promptly  cause  the same to be
corrected  in a good and  workmanlike  manner at Tenant's  sole cost and expense
prior to the surrender date. The delivery of keys to any employee of Landlord or
to  Landlord's  agent or any employee  thereof  alone will not be  sufficient to
constitute a termination of this Lease or a surrender of the Premises.

(b) HOLDING  OVER.  Except as herein  provided,  Tenant will not be permitted to
hold over possession of the Premises after the expiration or earlier termination
of the Term. If Tenant holds over after the expiration or earlier termination of
the Term,  Landlord  shall treat  Tenant as a  month-to-month  tenant,  and such
continued  occupancy by Tenant  shall be subject to all of the terms,  covenants
and conditions of this Lease, so far as applicable, except that the Monthly Base
Rent for any such  holdover  period shall be equal to one hundred  three percent
(103%) of the Monthly Base Rent in effect under this Lease  immediately prior to
such holdover,  prorated on a daily basis.  Acceptance by Landlord of rent after
such  expiration  or  earlier  termination  will not result in a renewal of this
Lease.  Any such holdover  month-to-month  tenancy shall be terminable on ninety
(90) days notice,  which notice may be given prior to expiration of the Term. If
Tenant shall  continue to hold over after the expiration of such ninety (90) day
period,  Landlord  may, at its option,  treat  Tenant as a tenant at  sufferance
only, with such continued occupancy by Tenant to be subject to all the terms and
conditions of this Lease, so far as applicable except that the Monthly Base Rent
during  such  continued  holdover  period  shall be equal to one  hundred  fifty
percent  (150%) of the Monthly Base Rent in effect during the final month of the
scheduled  Term of this  Lease.  The  provisions  of  this  Paragraph  11 are in
addition  to and do not affect  Landlord's  right of  re-entry  or any rights of
Landlord  under this Lease or as  otherwise  provided by law. If Tenant fails to
surrender the Premises upon or after the  expiration of this Lease in accordance
with the terms of this  Paragraph  11 despite  demand to do so by  Landlord,  as
described above, Tenant agrees to promptly indemnify,  protect,  defend and hold
Landlord harmless from all claims, damages,  judgments, suits, causes of action,
losses, liabilities,  penalties, fines, expenses and costs (including attorneys'
fees and costs), including,  without limitation,  reasonable and necessary costs
and  expenses  reasonably  and actually  incurred by Landlord in  returning  the
Premises to the condition in which Tenant was to surrender it and claims made by
any succeeding tenant founded on or resulting from Tenant's failure to surrender
the  Premises.  The  provisions  of this  Subparagraph  11(b) will  survive  the
expiration or earlier termination of this Lease.

12. TAXES

(a) PAYMENT OF TAXES. If the Premises are separately assessed,  Tenant agrees to
pay all real property taxes, as defined in Paragraph 12(b) below,  applicable to
the Premises  during the term of this Lease.  All such payments shall be made at
least  ten (10) days  prior to the due date of such  payment.  Tenant  agrees to
promptly  furnish  Landlord with  satisfactory  evidence that such real property
taxes have been paid. If any such real property taxes paid by Tenant shall cover
any  period  of time  prior  to or after  the  expiration  of the term  thereof,
Tenant's share of such real property taxes is to be equitably  prorated to cover
only the period of time within the tax fiscal year during which this Lease shall
be in  effect,  and  Landlord  will  promptly  reimburse  Tenant  to the  extent
required.  If Tenant fails to pay any such real  property  taxes,  Landlord will
have the right to pay the same,  in which case  Tenant will repay such amount to
Landlord with Tenant's next rent installment  together with interest at the rate
at the Interest  Rate. In the event real property  taxes are billed to Landlord,
Tenant shall pay its pro rata share as  determined  in Paragraph  12(c) below of
said taxes within thirty (30) days after billing by Landlord.

(b) DEFINITION OF "REAL PROPERTY TAXES". As used herein, the term "real property
taxes"  shall  include  any  form of real  estate  tax or  assessment,  general,
special,  ordinary or  extraordinary,  and any license fee, rental tax,  parking
surcharge,  improvement  bond or bonds,  levy or tax  (other  than  inheritance,
personal  income or estate taxes)  imposed on or with respect to the Premises by
any authority  having the direct or indirect  power to tax,  including any city,
state or  federal  government,  or any  school,  agricultural,  sanitary,  fire,
street,  drainage or other improvement district thereof, as against any legal or
equitable  interest of Landlord in the Premises or in the real property of which
the Premises  are a part,  as against  Landlord's  right to rent or other income
therefrom,   and  as  against  Landlord's  business  of  leasing  the  Premises.
Assessments and improvement  bonds shall be amortized over the longest allowable
period and Tenant shall be responsible for only those portions  allocable to the
term of this Lease.  The term "real property  taxes" shall also include any tax,
fee, levy,  assessment or charge (i) in substitution  of,  partially or totally,
any tax,  fee,  levy,  assessment  or charge  herein above  included  within the
definition  of "real  property  tax";  (ii) the nature of which was  hereinabove
included within the definition of "real property tax"; (iii) which is imposed as
a result of a transfer,  either partial or total, of Landlord's  interest in the
Premises or which is added to a tax or charge  hereinbefore  included within the
definition  of real  property  tax by reason  of such  transfer;  (iv)  which is
imposed by reason of this  transaction,  any modifications or changes hereto, or
any transfers hereof; (v) which is measured by or reasonably attributable to the
cost or value of Tenant's  equipment,  fixtures or other property located on the
Premises  or  Tenant's  leasehold  improvements  made  in  or to  the  Premises,
regardless of whether title to such improvements shall be in Landlord or Tenant;
(vi) levied upon and directly measured by the rent payable hereunder;  and (vii)
upon  or  with  respect  to the  possession,  leasing,  operation,  maintenance,
management,  repair,  use or  occupancy by Tenant of the Premises or any portion
thereof.

(c) JOINT  ASSESSMENT.  If the Premises are not  separately  assessed,  Tenant's
liability shall be an equitable proportion of the real property taxes for all of
the  land  and  improvement  included  within  the  tax  parcel  assessed,  such
proportion to be reasonably  determined from the respective  valuations assigned
in the  assessor's  work sheets or such other  information  as may be reasonably
available.

(d) PERSONAL PROPERTY TAXES. Tenant agrees to pay prior to delinquency all taxes
assessed against and levied upon trade fixtures, furnishings,  equipment and all
other personal  property of Tenant contained in the Premises or elsewhere.  When
possible, Tenant will cause said trade fixtures, furnishings,  equipment and all
other  personal  property !o be  assessed  and billed  separately  from the real
property of  Landlord.  If any of Tenant's  personal  property is assessed  with
Landlord's  real property,  Tenant shall pay Landlord the taxes  attributable to
Tenant  within  thirty (30) days after  receipt of a written  statement  setting
forth the taxes applicable to Tenant's property.

13. ALTERATIONS.  After installation of  the initial Tenant Improvements for the
Premises pursuant to EXHIBIT "C", Tenant may, at its sole cost and expense, make
alterations, additions, improvements, "UTILITY INSTALLATIONS" and decorations to
the  Premises  (collectively,  "ALTERATIONS")  subject  to  and  only  upon  the
following terms and conditions:

(a) PROHIBITED ALTERATIONS.  Except as herein permitted, Tenant may not, without
Landlord's  prior written  consent,  make any Alterations  which: (i) affect any
area outside the Premises; (ii) adversely affect the Building's structure, roof,
equipment, services or systems (other than Utility Installations), or the proper
functioning  thereof,  or Landlord's  access  thereto;  (iii) affect the outside
appearance,  character or use of the Building or the Common  Areas;  (iv) in the
reasonable opinion of Landlord,  lessen materially the value of the Building; or
(v) will violate or require a change in any occupancy certificate  applicable to
the Premises which adversely affects their future use. As used in this Paragraph
13, the term "UTILITY  INSTALLATIONS"  means carpeting,  window  coverings,  air
lines, power panels,  electrical distribution systems,  lighting fixtures, space
heaters,  heating,  ventilation and air conditioning systems,  plumbing systems,
fencing,  landscaping,  signage, telephone, cable or other communication systems
of any kind,  satellite or other radio or television  reception or  transmitting
devices, or gas lines.

(b) LANDLORD'S  APPROVAL.  Before  proceeding with any Alterations which are not
prohibited  in  Subparagraph  13(a) above,  Tenant must first obtain  Landlord's
written  approval of the plans,  specifications  and working  drawings  for such
Alterations,  which approval  Landlord will not unreasonably  withhold or delay;
provided,  however,  Landlord's prior approval will not be required for any such
Alterations  which are not prohibited by Subparagraph  13(a) above and which are
either purely cosmetic or decorative in nature (such as floor or wall coverings)
or which cost less than Fifty Thousand  Dollars  ($50,000) as long as (i) Tenant
delivers to Landlord  notice and a copy of any final plans,  specifications  and
working  drawings  for any such  Alterations  at least  ten (10)  days  prior to
commencement  of the  work  thereof,  and  (ii)  the  other  conditions  of this
Paragraph  13  are  satisfied,  including,  without  limitation,  conforming  to
Landlord's   rules,   regulations  and  insurance   requirements   which  govern
contractors.   Landlord's  approval  of  plans,  specifications  and/or  working
drawings for Alterations will not create any  responsibility or liability on the
part of Landlord for their completeness,  design sufficiency, or compliance with
applicable  permits,  laws,  rules and regulations of  governmental  agencies or
authorities.

(c) CONTRACTORS.  Alterations  may  be made or installed only by contractors and
subcontractors  which have been approved by Landlord,  which  approval  Landlord
will not unreasonably withhold or delay. Before proceeding with any Alterations,
Tenant agrees to provide  Landlord with ten (10) days' prior written  notice and
Tenant's  contractors  must  obtain  and  maintain,  on behalf of Tenant  and at
Tenant's sole cost and expense, all necessary governmental permits and approvals
for  the  commencement  and  completion  of  such  Alterations.  Throughout  the
performance  of  any  Alterations,   Tenant  agrees  to  obtain,  or  cause  its
contractors  to obtain,  workers  compensation  insurance and general  liability
insurance in compliance  with the provisions of Paragraph 19 of this Lease.

(d) MANNER OF PERFORMANCE.  All Alterations must be performed: (i) in accordance
with the  plans,  specifications  and  working  drawings  submitted  to and,  if
required,  approved  by  Landlord;  (ii)  in a  lien-free  and  first-class  and
workmanlike  manner;  (iii) in compliance  with all  applicable  permits,  laws,
statutes, ordinances, rules, regulations, orders and rulings now or hereafter in
effect and imposed by any  governmental  agencies and  authorities  which assert
jurisdiction; (iv) in such a manner so as not to interfere with the occupancy of
any other  tenant of the  Development,  nor impose any  additional  expense upon
Landlord;  and (v) at such times, in such manner,  and subject to such rules and
regulations  as  Landlord  may  from  time to  time  reasonably  designate.

(e) OWNERSHIP.  The Tenant  Improvements  and  all  Alterations  will become the
property of Landlord and will remain upon and be  surrendered  with the Premises
at the end of the  Term of this  Lease;  provided,  however,  Landlord  may,  by
written notice delivered to Tenant  concurrently with Landlord's approval of the
final working drawings for any  Alterations,  identify those  Alterations  which
Landlord will require Tenant to remove at the expiration or earlier  termination
of this Lease.  Landlord may also  require  Tenant to remove  Alterations  which
Landlord did not have the  opportunity  to approve as provided in this Paragraph
13. Landlord shall have the right to require removal of Alterations which it did
not have the  opportunity  to approve only if Landlord shall provide Tenant with
written notice of the items which require removal within ten (10) days following
Landlord's  receipt  of  copies  of the  plans,  specifications  and/or  working
drawings therefor given to Landlord before Tenant commences  construction of any
such  Alterations.   Tenant's   obligations  with  respect  to  the  removal  of
Alterations  and  restoration  of the Premises  shall be limited  further as set
forth in Paragraph 13(b). If Landlord requires Tenant to remove any Alterations,
Tenant,  at  its  sole  cost  and  expense,  agrees  to  remove  the  identified
Alterations on or before the expiration or earlier termination of this Lease and
repair  any  damage to the  Premises  caused by such  removal  (or,  subject  to
Paragraph 11(b) hereof, Tenant agrees to pay to Landlord all of Landlord's costs
of such  removal and repair).  Landlord  shall not have the right to require the
removal of any  Alterations  which do not materially  alter the character of the
Premises or  materially  diminish  their  utility in use for general  office and
support functions.

(f) PLAN REVIEW. To the extent any Alterations  affect the Building structure or
systems,  Tenant agrees to pay  Landlord,  as  additional  rent,  the actual and
reasonable  costs of professional  services and costs for general  conditions of
Landlord's  third party  consultants if utilized by Landlord (but not Landlord's
"in-house"  personnel)  for  review of all  plans,  specifications  and  working
drawings for any Alterations,  within thirty (30) days after Tenant's receipt of
invoices either from Landlord or such consultants.

(g) PERSONAL  PROPERTY.  All articles of personal  property  owned by  Tenant or
installed by Tenant at its expense in the Premises  (including Tenant's business
and  trade  fixtures,  furniture,  movable  partitions  and  equipment  [such as
telephones,  copy  machines,  computer  terminals,  refrigerators  and facsimile
machines])  will be and remain the  property of Tenant,  and,  unless  otherwise
agreed  between  Landlord and Tenant in writing,  must be removed by Tenant from
the Premises,  at Tenant's sole cost and expense, on or before the expiration or
earlier  termination of this Lease. Tenant agrees to repair any damage caused by
such removal at its cost on or before the  expiration or earlier  termination of
this Lease.

(h) REMOVAL  OF  ALTERATIONS.  If Tenant  fails to remove  within  ten (10) days
following  the  expiration  or  earlier  termination  of this  Lease  all of its
personal  property,  Landlord may, at its option,  upon prior written  notice to
Tenant,  treat such failure as a hold-over  pursuant to Subparagraph 11(b) above
if it  materially  impairs  Landlord's  ability to retake or relet the Premises,
and/or  Landlord may (without  liability to Tenant for loss thereof)  treat such
personal property and/or Alterations as abandoned and, at Tenant's sole cost and
expense,  and in addition to  Landlord's  other rights and  remedies  under this
Lease, at law or in equity: (a) remove and store such items; and/or (b) upon ten
(10) days' prior notice to Tenant,  sell, discard or otherwise dispose of all or
any such items at private or public sale for such price as  Landlord  may obtain
or by other  commercially  reasonable  means.  Tenant  shall be  liable  for all
reasonable  costs of  disposition  of Tenant's  abandoned  property and Landlord
shall have no liability to Tenant with respect to any such  abandoned  property.
Landlord  agrees to apply the  proceeds of any sale of any such  property to any
amounts  due to  Landlord  under this Lease from  Tenant  (including  Landlord's
attorneys' fees and other costs incurred in the removal,  storage and/or sale of
such items), with any remainder to be paid to Tenant.

14. REPAIRS

(a) TENANT'S  OBLIGATIONS.  Except as otherwise  provided herein, and subject to
any express  warranties of construction or condition by Landlord,  Tenant shall,
at Tenant's sole cost and expense, keep the interior  nonstructural  portions of
the Premises and every part thereof,  including,  without limitation, the Tenant
Improvements (except that for which Landlord is expressly made responsible under
the terms of this Lease) in good order, condition and repair, including, without
limiting the  generality of the foregoing,  all equipment or facilities  located
within  and  serving  the  Premises  exclusively,  such  as  interior  or  above
foundation  or slab  plumbing or utility  lines,  electrical  systems,  lighting
facilities,  boilers, fired or unfired pressure vessels, fire alarm and/or smoke
detection  systems and equipment,  interior  non-load  bearing walls,  ceilings,
floor  coverings,  windows,  doors,  and plate glass,  reasonable  wear and tear
excepted.  Tenant  shall also be  responsible  for  interior  pest  control  and
Tenant's  signs located on the Premises.  Tenant agrees to cause any  mechanics'
liens or other  liens  arising  as a result  of work  performed  by Tenant or at
Tenant's direction to be eliminated as provided in Paragraph 15 below.

(b) TENANT'S  FAILURE TO REPAIR.  If Tenant  refuses  or  neglects to repair and
maintain  the  Premises  properly  as  required   hereunder  to  the  reasonable
satisfaction of Landlord, Landlord, at any time following ten (10) days from the
date on which  Landlord  makes a written  demand on Tenant to effect such repair
and  maintenance,  may enter  upon the  Premises  and make such  repairs  and/or
maintenance,  and upon completion  thereof,  Tenant agrees to pay to Landlord as
additional rent,  Landlord's costs for making such repairs plus an amount not to
exceed five percent (5%) of such costs for overhead,  within thirty (30) days of
receipt  from  Landlord of a written  itemized  bill  therefor.  Any amounts not
reimbursed  by Tenant  within such thirty (30) day period will bear  interest at
the Interest Rate until paid by Tenant.

(c) LANDLORD'S  OBLIGATIONS.  In  addition to and without  limiting  the express
warranties and agreements of Landlord contained elsewhere in this Lease, and any
express warranties of construction by Landlord, Landlord shall, at its sole cost
and expense and without  reimbursement as an Operating Expense, (i) maintain all
structural  portions  of  the  Building  including,  but  not  limited  to,  the
foundation and roof  structure,  within or below the foundation or slab plumbing
fixtures  installed  by Landlord,  below the  foundation  or slab utility  lines
installed by Landlord, and the structural soundness of the load bearing walls of
the Building in good repair, reasonable wear and tear excepted, and (ii) replace
(as opposed to repair and  maintain),  if  necessary  during the initial term of
this Lease, the Building roof structure,  HVAC above the roof level,  and/or the
Building   elevators;   provided,   however,   that  to  the   extent  any  such
replacement(s)  become necessary during any Option Term (as defined in Paragraph
41 hereof), such cost shall be included as an Operating Expense as set forth and
subject to the  amortization  limits in EXHIBIT "E"  attached  hereto;  provided
further,  that to the  extent  repairs  and/or  replacements  to such  items are
required  as a result  of (x)  Tenant's  failure  to  observe  and  fulfill  its
obligations  under Paragraph 14(a) above, or (y) the negligent or  intentionally
willful acts or omissions of Tenant or its employees,  agents,  contractors,  or
subtenants,  such repairs and/or replacements plus an administration fee of five
percent (5%) shall be made by Landlord at the sole cost of Tenant.  In addition,
Landlord  shall  perform or cause to be performed  all  maintenance,  repair and
other services to which Common Area Expenses are applicable as and when the same
are reasonably necessary,  including, but not limited to, landscape maintenance,
driveway  and  parking  area  maintenance  for the  Premises  and Common  Areas,
exterior  lighting  maintenance,   waste  removal,  external  painting  for  the
Building,  and signs for the Development.  Further,  Landlord shall, at Tenant's
sole cost and  expense  as part of the  Building  Operating  Expenses,  keep the
Building  elevators,  Building heating,  ventilation and air conditioning system
("HVAC"),  and  Building  roof  covering  in good order,  condition  and repair,
reasonable wear and tear expected,  and in furtherance  thereof,  Landlord shall
procure and maintain,  at Tenant's sole cost and expense, (i) a roof maintenance
contract,  (ii) an HVAC maintenance contract,  and (iii) an elevator maintenance
contract, and the terms of all of such maintenance contracts shall be reasonable
and customary,  such that the  construction  warranties  applicable to the roof,
elevators and HVAC remain enforceable and in effect.

Except  for the  obligations  of  Landlord  in this  Paragraph  14 above,  under
Paragraph  20  relating  to  damage or  destruction  of the  Premises,  or under
Paragraph  21 relating  to eminent  domain,  it is intended by the parties  that
Landlord have no obligation  of any kind  whatsoever,  (i) to repair or maintain
the  Premises  or any portion  thereof or any  equipment  therein,  all of which
obligations  are intended to be Tenant's  obligations,  or (ii) to pay any other
cost or expense whatsoever directly or indirectly relating to Tenant's operation
or use of the  Premises.  Except as provided  below,  Tenant waives the right to
make repairs at Landlord's  expense  under any law,  statute,  ordinance,  rule,
regulation,  order or ruling (including,  without limitation,  the provisions of
California Civil Code Sections 1941 and 1942 and any successor  statutes or laws
of a similar nature).

(d) SELF-HELP.  Notwithstanding  anything to the contrary contained in Paragraph
14(c) of this  Lease,  and in  addition  to any  other  available  remedies,  if
Landlord fails to perform any obligation  under this Lease which it is obligated
to  perform  within the time  periods  set forth in  Paragraph  23 of this Lease
following  receipt of written  notice from Tenant,  and if Landlord  does not in
good faith  dispute that it is supposed to be  performing  such  obligation  but
fails to diligently  attempt to do so, then Tenant shall be permitted to perform
such  obligations on Landlord's  behalf in the Premises,  provided  Tenant first
delivers to Landlord an additional  two (2) business  days prior written  notice
that Tenant will be performing such obligations,  and provided Landlord fails to
commence to perform such obligations within such additional two (2) business day
period. Additionally,  if immediate repair to the Building is necessitated by an
emergency (meaning imminent threat of bodily injury or material property damage)
to which Landlord cannot timely respond,  then Tenant,  after notifying Landlord
of  said  emergency,  may  undertake  all  necessary  repairs  to  the  Building
reasonably required under the then existing emergency  circumstances;  provided,
however,  that  Landlord  reserves  the right,  at any time,  to  undertake  the
completion of any repair work begun by Tenant under emergency circumstances.  If
the   obligations   to  be  performed  by  Tenant,   whether  due  to  emergency
circumstances  or  otherwise,  will affect the  structure of the Building or the
Building's life safety,  electrical,  plumbing,  HVAC or sprinkler systems, then
Tenant  shall use only those  contractors  used by Landlord in the  Building for
work thereon, provided Landlord notifies Tenant of the names of such contractors
upon  Tenant's  request  (unless  such  contractors  are  unwilling or unable to
perform  such work,  in which event Tenant may utilize the services of any other
qualified  contractor  approved  by  Landlord,   which  approval  shall  not  be
unreasonably  withheld,  conditioned or delayed). All other contractors shall be
subject to Landlord's  reasonable  approval,  and Landlord  agrees to approve or
reject any  contractor  proposed to be used by Tenant  within eight (8) business
hours (i.e.,  between 8:00 a.m. and 6:00 p.m., Monday through Friday) of receipt
of Tenant's  second  notice,  or, in the event of an emergency  as  contemplated
above, as soon as reasonably possible after Landlord receives notice from Tenant
of the  repairs  necessitated  by such  emergency,  provided  that if a proposed
contractor is licensed and bonded and all  requisite  permits have been obtained
for the desired work,  then Landlord  agrees not to withhold its approval of the
proposed  contractor.  Any work  performed  by or on behalf  of Tenant  shall be
performed in  accordance  with  provisions  of clauses  (ii),  (iii) and (iv) of
Paragraph  13(d) of this Lease.  Landlord  agrees to promptly  reimburse  Tenant
following the receipt of a written  statement of all reasonable and actual costs
incurred  by Tenant  in  performing  such  obligations  on  behalf  of  Landlord
("COSTS"). If Landlord disputes Tenant's entitlement to some or all of the Costs
and fails or refuses to reimburse  such Costs to Tenant  within thirty (30) days
after Tenant's  written demand  therefor,  then Tenant may deduct the Costs from
rent  due  under  this  Lease  after  and  only to the  extent  Tenant  has been
authorized to do so by the  arbitrator  pursuant to and in  accordance  with the
terms of Paragraph 43 of the Addendum  hereof.

15. LIENS.  Tenant agrees not to permit any mechanic's,  materialmen's  or other
liens to be filed  against all or any part of the  Premises or the  Development,
nor against  Tenant's  leasehold  interest in the  Premises,  by reason of or in
connection with any repairs, alterations,  improvements or other work contracted
for or  undertaken  by Tenant or any other act or omission of Tenant or Tenant's
agents,  employees,  contractors,  licensees or invitees. At Landlord's request,
Tenant agrees to provide Landlord with  enforceable,  conditional and final lien
releases (or other  evidence  reasonably  requested  by Landlord to  demonstrate
protection from liens) from all persons furnishing labor and/or materials at the
Premises.  Landlord will have the right at all  reasonable  times to post on the
Premises and record any notices of  non-responsibility  which it deems necessary
for protection from such liens. If any such liens are filed, Tenant will, at its
sole cost,  promptly cause such liens to be released of record or bonded so that
it no longer affects title to the Premises or the  Development.  If Tenant fails
to cause any such liens to be so released or bonded  within thirty (30) days (or
such  shorter  period  of time as  Landlord's  lender  may  require  in its loan
documents)  after receiving  notice of the filing thereof,  such failure will be
deemed a material  breach by Tenant under this Lease  without the benefit of any
additional  notice or cure period  described in Paragraph 22 below, and Landlord
may,  without waiving its rights and remedies based on such breach,  and without
releasing Tenant from any of its obligations, cause such liens to be released by
any means it shall deem proper,  including payment in satisfaction of the claims
giving rise to such liens.  Tenant agrees to pay to Landlord  within thirty (30)
days after receipt of invoice from Landlord,  any sum paid by Landlord to remove
such liens,  together  with  interest at the Interest Rate from the date of such
payment by  Landlord.

16. ENTRY BY LANDLORD.  Landlord and its  employees and agents will at all times
(during  normal  business hours and after at least 24 hours prior written notice
to Tenant,  except in the case of  emergency,  in which event no prior notice to
Tenant  shall be  required)  have the right to enter the Premises to inspect the
same,  to show the Premises to  prospective  purchasers  or, during the last 180
days of the Term, to tenants,  to post notices of  nonresponsibility,  and/or to
repair the Premises as permitted or required by this Lease.  In exercising  such
entry rights, Landlord will endeavor to minimize, as reasonably practicable, the
interference with Tenant's business (except in emergency  situations).  Landlord
may, in order to carry out such purposes,  erect scaffolding and other necessary
structures  where  reasonably  required  by  the  character  of the  work  to be
performed. Landlord will at all times have and retain a key with which to unlock
all doors in the Premises,  excluding  Tenant's vaults and safes.  Landlord will
have the right to use any and all  means  which  Landlord  may  reasonably  deem
proper  to open  said  doors in an  emergency  in order to  obtain  entry to the
Premises.  Any entry to the Premises  obtained by Landlord by any of said means,
or otherwise, will not be construed or deemed to be a forcible or unlawful entry
into the Premises, or an eviction of Tenant from the Premises.

17. UTILITIES AND SERVICES.  Tenant  agrees to contract  directly for and to pay
for all water, gas, heat, light, power,  telephone,  waste/trash removal,  sewer
and other  utilities and services  supplied to the  Premises,  together with any
taxes  thereon.  If any such  services are not  separately  metered or billed to
Tenant,  Tenant  agrees  to pay a  reasonable  proportion  to be  determined  by
Landlord of all charges jointly  metered with other Premises.  Landlord will not
be liable to Tenant for any  failure to furnish any of the  foregoing  utilities
and  services  if such  failure  is caused by all or any of the  following:  (i)
accident, breakage or repairs; (ii) strikes, lockouts or other labor disturbance
or labor dispute of any character; (iii) governmental regulation,  moratorium or
other  governmental  action or inaction;  (iv) inability despite the exercise of
reasonable  diligence  to obtain  electricity,  water or fuel;  or (v) any other
cause beyond Landlord's  reasonable  control.  In addition,  in the event of any
stoppage or interruption of services or utilities,  Tenant shall not be entitled
to any  abatement  or  reduction  of rent and (except as  expressly  provided in
Subparagraphs  20(f) or 21(b) if such  failure  results  from a damage or taking
described  therein  or if such  interruption  is due to the  acts  or  negligent
omissions of Landlord as provided below), no eviction of Tenant will result from
such  failure  and  Tenant  will not be  relieved  from the  performance  of any
covenant or agreement  in this Lease  because of such  failure.  Notwithstanding
anything in this Lease to the contrary, if, as a result of the negligent acts or
omissions of Landlord or its agents,  contractors  or  employees,  for more than
three (3) consecutive business days following written notice to Landlord,  there
is no  elevator  service  to the  Premises,  or no  HVAC or  electricity  to the
Premises,  or such an  interruption  of other  essential  utilities and building
services,  such as fire protection or water, so that any portion of the Premises
cannot be and is not used by Tenant as  contemplated  in this Lease, in Tenant's
judgment  reasonably  exercised,  then Tenant's rent shall  thereafter be abated
until the  Premises are again  usable by Tenant in  proportion  to the extent to
which Tenant's use of the Premises is interfered with; provided,  however,  that
if Landlord is diligently  pursuing the repair of such utilities or services and
Landlord provides substitute services reasonably suitable for Tenant's purposes,
as for  example,  bringing in portable  air-conditioning  equipment,  then there
shall not be an abatement  of rent.  This  paragraph  shall not apply in case of
damage to, or  destruction  of,  the  Building,  which  shall be  governed  by a
separate provision of this Lease.  Notwithstanding the foregoing, Tenant may not
abate rent if Landlord  disputes  Tenant's  right to abate or the amount thereof
until and only to the extent the  arbitrator  provides  that Tenant may do so in
accordance  with and  pursuant  to the  terms of  Paragraph  43 of the  Addendum
hereof. Except under emergency  circumstances,  Landlord shall neither willfully
take any action nor  willfully  fail to take any action  which action or failure
would result in an interruption of such services to the Premises.

18. ASSUMPTION OF RISK AND INDEMNIFICATION

(a) ASSUMPTION  OF RISK.  Tenant,  as a  material part of the  consideration  to
Landlord,  hereby  agrees that neither  Landlord  nor any  Landlord  Indemnified
Parties  (as defined in  Subparagraph  8(c) above) will be liable to Tenant for,
and, as to such parties, Tenant expressly assumes the risk of and waives any and
all claims it may have against Landlord or any Landlord Indemnified Parties with
respect  to, (i) any and all damage to property or injury to persons in, upon or
about the Premises  (except that  resulting from the negligent or willful act or
omission of Landlord or its  employees,  agents or  contractors),  (ii) any such
damage caused by other tenants or persons in or about the Premises, or caused by
quasi-public  work,  (iii)  any  loss of or  damage  to  property  by  theft  or
otherwise,  or (iv) any injury or damage to persons or property  resulting  from
any casualty,  explosion, falling plaster or other masonry or glass, steam, gas,
electricity,  water or rain which may leak from any part of the Building or from
the pipes,  appliances  or plumbing  works  therein or from the roof,  street or
subsurface or from any other place,  or resulting  from dampness  (except to the
extent  resulting  from any  negligent or willful act or omission of Landlord or
its employees, agents or contractors).  Notwithstanding anything to the contrary
contained in this Lease,  neither Landlord nor any Landlord  Indemnified Parties
will be liable for  consequential  damages arising out of any loss of the use of
the  Premises or any  equipment  or  facilities  therein by Tenant or any Tenant
Parties or for interference with light or other incorporeal  hereditaments.  The
assumption  of risk and  waiver  contained  in this  section  is solely  for the
benefit of Landlord and the Landlord Indemnified  Parties,  shall not include or
accrue  to the  benefit  of any other  party  and  shall  not waive any  express
warranties contained in this Lease or the Work Letter Agreement.

(b) INDEMNIFICATION.  Tenant  will be  liable for,  and  agrees,  to the maximum
extent permissible under applicable law, to promptly indemnify,  protect, defend
and hold harmless Landlord and Landlord Indemnified  Parties,  from and against,
any and all  claims,  damages,  judgments,  suits,  causes  of  action,  losses,
liabilities, penalties, fines, expenses and costs, including attorneys' fees and
court costs (collectively,  "INDEMNIFIED Claims"), arising or resulting from (i)
any  negligent  act or omission  of Tenant or any Tenant  Parties (as defined in
Paragraph  1(q)  above);  (ii) the use of the  Premises  and conduct of Tenant's
business by Tenant or any Tenant Parties,  or any other activity,  work or thing
done,  permitted  or suffered by Tenant or any Tenant  Parties,  in or about the
Premises; and/or (iii) any default by Tenant of any obligations on Tenant's part
to be performed  under the terms of this Lease. In case any action or proceeding
is brought against Landlord or any Landlord Indemnified Parties by reason of any
such Indemnified Claims,  Tenant, upon notice from Landlord,  agrees to promptly
defend  the  same at  Tenant's  sole  cost and  expense  by  counsel  reasonably
acceptable to Landlord. To the extent counsel for a matter with respect to which
Tenant is to defend  Landlord under this Lease is selected by Tenant's  insurer,
and such counsel may defend Landlord's interest without irreconcilable conflict,
then Landlord  agrees to accept such counsel and to waive any conflict  which is
waivable  under the  applicable  Canons of Ethics to the extent such conflict is
reconcilable  to the reasonable  satisfaction of Landlord.  In addition,  to the
extent  that any claims for  indemnification  by  Landlord  under this Lease are
covered by fire,  casualty,  liability or other similar insurance required to be
maintained or maintained  by Landlord  under this Lease,  the premiums for which
are included in Operating  Expenses,  then the benefit of such  insurance  shall
accrue as an offset to Tenant's indemnity obligations hereunder.

(c) SURVIVAL; NO RELEASE OF INSURERS. Tenant's indemnification obligations under
Subparagraph  18(b) will survive the  expiration or earlier  termination of this
Lease.  Tenant's  covenants,   agreements  and  indemnification   obligation  in
Subparagraphs  18(a) and 18(b)  above,  are not intended to and will not relieve
any insurance  carrier of its obligations  under policies required to be carried
by Tenant  pursuant to the provisions of this Lease.

(d) INDEMNITY BY LANDLORD. Notwithstanding anything to the contrary contained in
Paragraph  18 of, or elsewhere  in, this Lease,  Tenant shall not be required to
indemnify and hold Landlord harmless from any Indemnified  Claims resulting from
the negligence or willful misconduct of Landlord or Landlord's agents, employees
or  contractors  (except for damage to  Tenant's  personal  property,  fixtures,
furniture  and  equipment in the  Premises,  to the extent Tenant is required to
obtain insurance  coverage therefor  pursuant to the terms of this Lease),  and,
subject to the limitations contained in (i) the last sentence of Paragraph 18(a)
of this Lease, and (ii) Paragraph 35 of this Lease, Landlord agrees to indemnify
and hold Tenant harmless from and against any and all such  Indemnified  Claims.
Landlord's  indemnification  obligations  under  this  Lease  will  survive  the
expiration or earlier termination of this Lease and are not intended to and will
not relieve any insurance  carrier of its obligations under policies required to
be carried by  Landlord  and/or by Tenant  pursuant  to the  provisions  of this
Lease.

(e) CONDITIONS  TO  INDEMNIFICATION.  In  any case  which  indemnification  or a
holding  harmless  of a party is provided  for under this Lease by either  party
(the "INDEMNIFYING PARTY"), the party seeking to be held harmless or indemnified
(the "INDEMNIFIED PARTY") shall comply with the following:

  (i) The  Indemnified  Party shall tender the claim or other matter in question
  to the  Indemnifying  Party by written notice  promptly after the  Indemnified
  Party becomes aware of the issue and in any event in sufficient time to permit
  a complete defense of the claim or issue.

  (ii) Except to the extent the claim is covered by insurance  carried by either
  party,  in which  event  responsibility  for  defending  the  matter  shall be
  determined as specified by the parties'  respective  insurers,  and subject to
  the provisions of this Lease, the Indemnifying  Party shall be responsible for
  defending, compromising and paying the claim.

  (iii) The Indemnified Party shall provide all information  reasonably required
  and  requested  by the  Indemnifying  Party and  reasonably  cooperate  in the
  defense of the claim.

  (iv) The Indemnified  Party shall take no action which materially  impairs the
  Indemnifying Party's ability to defend the claim.

  (v) The Ind emnified  Party may, but shall not be obligated to, employ counsel
  of its own choosing at its sole cost and expense to  participate  in defending
  the claim, but such counsel shall have no authority to control the defense.

  (vi) If the  Indemnifying  Party,  after receipt of notice as herein provided,
  shall fail to promptly proceed to defend and thereafter  diligently pursue the
  defense of the claim,  then the  Indemnified  Party may defend and  thereafter
  compromise  or pay it,  and the  Indemnifying  Party  shall  be  obligated  to
  reimburse the cost thereof to the Indemnified Party within thirty (30) days of
  receiving an invoice therefor.

19. INSURANCE

(a) TENANT'S INSURANCE.  On or before the date Tenant is permitted any access to
the  Premises  pursuant  to this Lease  (which may be prior to the  Commencement
Date), and continuing  throughout the entire Term hereof and any other period of
occupancy,  Tenant agrees to keep in full force and effect, at its sole cost and
expense, the following insurance:

  (i) "ALL RISKS" property  insurance  including at least the following  perils:
  fire and extended coverage, smoke damage,  vandalism,  malicious mischief, and
  sprinkler  leakage.  This insurance  policy must be upon all property owned by
  Tenant,  for which Tenant is legally liable, or which is installed at Tenant's
  expense,  and which is located in the Premises including,  without limitation,
  any Alterations and all furniture, fittings,  installations,  fixtures and any
  other  personal  property  of  Tenant,  in an  amount  not less  than the full
  replacement cost thereof.

  (ii) One (1) year  insurance  coverage for business  interruption  and loss of
  income and extra expense  insuring the same perils  described in  Subparagraph
  19(a)(i)  above,  in such amounts as will  reimburse  Tenant for any direct or
  indirect loss of earnings attributable to any such perils including prevention
  of access to the Premises,  Tenant's parking areas or the Building as a result
  of any such  perils;  however,  Tenant may self insure  this risk,  subject to
  Paragraph 19(f) below.

  (iii) Commercial General Liability  Insurance (on an occurrence form) insuring
  bodily injury,  personal  injury and property  damage  including the following
  divisions and  extensions  of coverage:  Premises and  Operations;  Owners and
  Contractors protective;  blanket contractual liability (including coverage for
  Tenant's  indemnity  obligations under this Lease); and products and completed
  operations.   Such  insurance  must  have  the  following  minimum  limits  of
  liability:  bodily injury,  personal  injury and property  damage - $5,000,000
  each  occurrence,  provided  that  if  liability  coverage  is  provided  by a
  Commercial  General  Liability policy the general  aggregate limit shall apply
  separately  and  in  total  to  this  location  only  (per  location   general
  aggregate).

  (iv)  Comprehensive  Automobile  Liability insuring bodily injury and property
  damage  arising from all owned,  non-owned  and hired  vehicles,  if any, with
  minimum limits of liability of $1,000,000 per accident.

  (v) Worker's  Compensation or similar insurance as required by the laws of the
  State.

  (vi) Any  other  form or forms of  insurance  as  Tenant  or  Landlord  or any
  mortgagees  of Landlord may  reasonably  require from time to time in form, in
  amounts, and for insurance risks against which, a prudent tenant would protect
  itself,  but only to the  extent  coverage  for such  risks  and  amounts  are
  available in the insurance market at commercially  acceptable rates.  Landlord
  makes no representation that the limits of liability required to be carried by
  Tenant  under  the  terms of this  Lease  are  adequate  to  protect  Tenant's
  interests  and Tenant  should  obtain such  additional  insurance or increased
  liability limits as Tenant deems appropriate.

(b) SUPPLEMENTAL TENANT INSURANCE  REQUIREMENTS.  All policies must be in a form
reasonably  satisfactory  to Landlord  and issued by an insurer  permitted to do
business in the State.  All policies  must be issued by insurers  with a minimum
policyholder  rating of "B+" and a  financial  rating of "VI" in the most recent
version  of  Best's  Key  Rating  Guide at the time the  policy is  issued.  All
policies must contain a requirement to notify Landlord (and Landlord's  property
manager  and any  mortgagees  or ground  lessors  of  Landlord  who are named as
additional insureds,  if any) in writing not less than thirty (30) days prior to
any material change,  reduction in coverage,  cancellation or other  termination
thereof.  Tenant  agrees to deliver to Landlord,  as soon as  practicable  after
placing the required insurance, but in any event within the time frame specified
in  Subparagraph  19(a)  above,   certificate(s)  of  insurance  evidencing  the
existence of such insurance and Tenant's  compliance with the provisions of this
Paragraph 19. Tenant agrees to cause replacement certificates to be delivered to
Landlord  not less than  thirty  (30) days prior to the  expiration  of any such
policy or policies.  If any such  initial or  replacement  certificates  are not
furnished within the time(s)  specified  herein,  Landlord,  after ten (10) days
prior written notice to Tenant, will have the right, but not the obligation,  to
procure  such  insurance  as  Landlord  deems  necessary  to protect  Landlord's
interests at Tenant's  expense as herein  contemplated.  If Landlord obtains any
insurance that is the responsibility of Tenant under this Paragraph 19, Landlord
agrees to deliver to Tenant a written  statement  setting  forth the cost of any
such insurance and showing in reasonable  detail the manner in which it has been
computed  and Tenant  agrees to promptly  reimburse  Landlord  for such costs as
additional  rent.  General  Liability and  Automobile  Liability  policies under
Subparagraphs  19(a)(iii)  and (iv) must name Landlord and  Landlord's  property
manager (and at Landlord's request,  Landlord's mortgagees and ground lessors of
which Tenant has been informed in writing) as additional  insureds and must also
contain a  provision  that the  insurance  afforded  by such  policy is  primary
insurance and any insurance carried by Landlord and Landlord's  property manager
or  Landlord's  mortgagees  or ground  lessors,  if any, will be excess over and
non-contributing with Tenant's insurance.

(c) BUILDING INSURANCE. Landlord shall obtain, as an Operating Expense, a policy
or policies of insurance covering loss or damage to the Premises,  in the amount
of the full replacement value thereof,  as the same may exist from time to time,
but in no event less than the total amount  required by lenders  having liens on
the Premises,  against all perils  included within the  classification  of fire,
extended coverage,  vandalism,  malicious mischief,  and special extended perils
("ALL RISK" as such term is used in the insurance  industry),  including  twelve
(12) months rent loss insurance. Landlord may also elect to insure the perils of
flood and/or earthquake, but such insurance shall be at Landlord's sole cost and
expense  without  reimbursement  as an Operating  Expense.  Said insurance shall
provide for payment of loss to  Landlord,  or to the holders of mortgages or the
beneficiaries  under deeds of trust on the Premises.  If such insurance coverage
has a deductible  clause,  the deductible  amount shall not initially exceed Ten
Thousand  ($10,000) per occurrence,  subject to increase over the Term as may be
normal and customary as compared to similar  projects.  If the Premises are part
of a group of buildings  owned by Landlord  which are adjacent to the  Premises,
then Tenant shall pay for any  increase in the property  insurance of such other
buildings  if said  increase  is  caused by  Tenant's  acts,  omissions,  use or
occupancy of the Premises. Notwithstanding the foregoing, if Tenant demonstrates
to  Landlord's  reasonable  satisfaction  that it  can,  in its  capacity  as an
insurance  company,  save at least twenty-five  percent (25%) in annual premiums
for comparable  coverage over the insurance  coverage  Landlord would  otherwise
obtain  under this  Paragraph  19(c),  then Tenant  may,  in its  capacity as an
insurance company, if it so elects, issue and carry such insurance, provided the
parties  are first able to agree upon and  execute  an  amendment  to this Lease
satisfactory  to Tenant,  Landlord  and  Landlord's  lender with  respect to the
different  circumstances where Tenant obligates itself to be the insuring party,
such as,  without  limitation,  deductibles,  disbursements,  liabilities,  rent
abatement provisions and the like.

(d) TENANT'S USE.  Tenant will not keep,  use, sell or offer for sale in or upon
the  Premises  any  article  which may be  prohibited  by any  insurance  policy
periodically in force covering the Premises.  If Tenant's  occupancy or business
in, or on, the  Premises,  whether or not  Landlord  has  consented to the same,
results in any increase in premiums for the  insurance  periodically  carried by
Landlord  with  respect to the  Building or results in the need for  Landlord to
maintain special or additional insurance, Tenant agrees to pay Landlord the cost
of any such increase in premiums or special or additional coverage as additional
rent within  thirty  (30) days after  being  billed  therefor  by  Landlord.  In
determining  whether  increased  premiums  are a result of  Tenant's  use of the
Premises, a schedule issued by the organization  computing the insurance rate on
the Building  showing the various  components  of such rate,  will be conclusive
evidence of the several items and charges which make up such rate. Tenant agrees
to promptly comply with all reasonable  requirements of the insurance  authority
or any present or future insurer relating to the Premises.

(e) CANCELLATION OF LANDLORD'S POLICIES. If any of Landlord's insurance policies
are canceled or cancellation is threatened or the coverage reduced or threatened
to be reduced in any way because of the use of the  Premises or any part thereof
by Tenant or any assignee or subtenant of Tenant or by anyone Tenant  permits on
the Premises  and, if Tenant fails to remedy the  condition  giving rise to such
cancellation,   threatened  cancellation,   reduction  of  coverage,  threatened
reduction of coverage, increase in premiums, or threatened increase in premiums,
within  forty-eight (48) hours after notice thereof,  Tenant,  subject to notice
and cure,  will be deemed to be in material  default of this Lease and  Landlord
may,  at its  option,  enter  upon the  Premises  and  attempt  to  remedy  such
condition,  and Tenant shall promptly pay Landlord the reasonable  costs of such
remedy as additional  rent. If Landlord is unable,  or elects not to remedy such
condition,  then  Landlord  will have all of the  remedies  provided for in this
Lease in the event of a default by Tenant.

(f)  WAIVER  OF  CLAIMS.  Notwithstanding  any  provision  of this  Lease to the
contrary,  whenever  (a)  any  loss,  cost,  damage  or  expense  (collectively,
"DAMAGE")  resulting  from fire,  explosion or any other casualty is incurred by
either Landlord or by Tenant or by anyone claiming by, through or under Landlord
or Tenant in connection with the Premises, its contents, or the Development, and
(b) such party is covered in whole or in part by insurance  with respect to such
damage or is  required  under  this  Lease to be so  insured,  then the party so
insured (or so required)  hereby  waives (on its own behalf and on behalf of its
insurer) any claims against and releases the other party from any liability said
other party may have on account of such damage. The foregoing is not intended to
release Tenant from liability for damage in connection with any such casualty up
to the amount of the insurance deductible as described in Paragraph 19(c) above.

20. DAMAGE OR DESTRUCTION

(a) PARTIAL  DESTRUCTION.  If the Premises are damaged by fire or other casualty
to an extent not exceeding  twenty-five  percent  (25%) of the full  replacement
cost  thereof,  and  Landlord's  contractor  reasonably  estimates  in a writing
delivered  to  Landlord  and Tenant  that the damage  thereto  may be  repaired,
reconstructed or restored to substantially  its condition  immediately  prior to
such  damage  within  two  hundred  seventy  (270)  days  from  the date of such
casualty,  and Landlord will receive insurance proceeds  sufficient to cover the
costs of such repairs,  reconstruction and restoration  (including proceeds from
Tenant and/or Tenant's insurance which Tenant is required to deliver to Landlord
pursuant to Subparagraph 20(e) below to cover Tenant's  obligation for the costs
of repair,  reconstruction and restoration of any portion of any Alterations for
which Tenant is responsible under this Lease),  then Landlord agrees to commence
and proceed  diligently with the work of repair,  reconstruction and restoration
and this Lease will continue in full force and effect.

(b) SUBSTANTIAL  DESTRUCTION.  Any damage or destruction to  the Premises or the
Building  which  Landlord is not  obligated to repair  pursuant to  Subparagraph
20(a)  above  will be  deemed  a  substantial  destruction.  In the  event  of a
substantial destruction,  Landlord may elect to either: (i) repair,  reconstruct
and restore the portion of the Premises damaged by such casualty,  in which case
this  Lease  will  continue  in full  force  and  effect,  subject  to  Tenant's
termination right contained in Subparagraph  20(d) below; or (ii) terminate this
Lease effective as of the date which is thirty (30) days after Tenant's  receipt
of Landlord's election to so terminate.

(c) NOTICE.  Under any of the  conditions  of  Subparagraph  20(a) or (b) above,
Landlord  agrees to give written  notice to Tenant of its intention to repair or
terminate,  as permitted in such  paragraphs,  within the earlier of  forty-five
(45) days after the  occurrence  of such  casualty,  or fifteen  (15) days after
Landlord's  receipt of the estimate from  Landlord's  contractor (the applicable
time  period to be  referred to herein as the  "NOTICE  PERIOD").

(d) TENANT'S  TERMINATION RIGHTS. If Landlord elects to repair,  reconstruct and
restore  pursuant  to  Subparagraph  20(b)(i)  hereinabove,  and  if  Landlord's
contractor  estimates  that as a result of such damage,  Tenant  cannot be given
reasonable  use of and access to the Premises  within two hundred  seventy (270)
days  after the date of such  damage,  then  Tenant  may  terminate  this  Lease
effective upon delivery of written notice to Landlord within ten (10) days after
Landlord delivers notice to Tenant of its election to so repair,  reconstruct or
restore.

(e) TENANT'S  COSTS  AND  INSURANCE  PROCEEDS.  In  the  event of any  damage or
destruction of all or any part of the Premises, Tenant agrees to immediately (i)
notify  Landlord  thereof,  and (ii) deliver to Landlord all property  insurance
proceeds  received  by Tenant with  respect to any  Alterations,  but  excluding
proceeds  for  Tenant's  furniture,   fixtures,  equipment  and  other  personal
property, whether or not this Lease is terminated as permitted in this Paragraph
20, and Tenant hereby  assigns to Landlord all rights to receive such  insurance
proceeds. If, for any reason (including Tenant's failure to obtain insurance for
the full  replacement  cost of any  Alterations  from  any and all  casualties),
Tenant fails to receive insurance proceeds covering the full replacement cost of
any Alterations  which are damaged,  Tenant will be deemed to have  self-insured
the replacement cost of such items, and upon any damage or destruction  thereto,
Tenant agrees to immediately pay to Landlord the full  replacement  cost of such
items, less any insurance proceeds actually received by Landlord from Landlord's
or Tenant's  insurance  with  respect to such  items;  provided,  however,  that
Landlord shall not be obligated to restore  improvements  which it has specified
must be  removed  upon  expiration  of this Lease  unless  Tenant  provides  the
insurance proceeds therefor, which Tenant, at its option, may retain.

(f) ABATEMENT OF RENT. In the event of any damage, repair, reconstruction and/or
restoration  described in this Paragraph 20, rent will be abated or reduced,  as
the case may be,  in  proportion  to the  degree  to which  Tenant's  use of the
Premises is impaired  during such period of repair  until such use is  restored.
Except  for  abatement  of rent as  provided  hereinabove,  Tenant  will  not be
entitled  to any  compensation  or damages  for loss of, or  interference  with,
Tenant's  business  or use or access of all or any part of the  Premises  or for
lost  profits or any other  consequential  damages of any kind or nature,  which
result from any such damage, repair, reconstruction or restoration.

(g) INABILITY TO COMPLETE. Notwithstanding anything to the contrary contained in
this  Paragraph  20, if Landlord is obligated  or elects to repair,  reconstruct
and/or restore the damaged  portion of the Building or the Premises  pursuant to
Subparagraph  20(a) or  20(b)(i)  above,  but is delayed  from  completing  such
repair,  reconstruction  and/or restoration beyond the date which is ninety (90)
days after the date estimated by Landlord's contractor for completion thereof by
reason of any  causes  (other  than  delays  caused by Tenant,  its  subtenants,
employees,  agents or  contractors  or delays  which are beyond  the  reasonable
control of Landlord as  described  in  Paragraph  33),  then either  Landlord or
Tenant may elect to  terminate  this Lease  upon ten (10)  days'  prior  written
notice given to the other after the  expiration  of such ninety (90) day period.
This  option  shall  apply for  Landlord  only if Tenant is unable to  utilize a
significant portion of the Premises (more than 50%) and is unwilling to commence
paying rent during the extended  construction or repair period.

(h) DAMAGE NEAR END OF TERM.  Landlord  and Tenant  shall each have the right to
terminate  this Lease if any material  damage to the Building  occurs during the
last twelve (12)  months of the Term of this Lease where  Landlord's  contractor
estimates  in a writing  delivered  to  Landlord  and  Tenant  that the  repair,
reconstruction  or restoration of such damage cannot be completed  within thirty
(30) days after the date of such casualty.  If either party desires to terminate
this Lease under this  Subparagraph  (h), it shall provide written notice to the
other party of such  election  within ten (10) days after  receipt of Landlord's
contractor's repair estimates.

(i) GENERALLY.  In the event of any fire or  other  casualty  during the Term of
this Lease,  Landlord shall proceed to adjust its insurance  claims  therefor as
promptly as reasonably  possible and shall keep Tenant  apprised of all material
developments concerning whether and when the Premises are to be restored. Tenant
shall cooperate with Landlord in this effort so that the parties can achieve the
resolution of all issues  involved on as prompt a basis as reasonably  possible.
In  addition,  Tenant may,  at its option,  extend any  deadline  applicable  to
restoration  of the Premises and decisions  relating  thereto by agreeing to pay
Monthly  Base Rent for  periods by which the  deadlines  will be  exceeded,  and
Landlord may, at its option,  extend any such deadlines by providing Tenant with
reasonably  equivalent  office space within the Development for periods by which
the deadlines will be exceeded.

(j) WAIVER OF  TERMINATION  RIGHT.  Landlord and Tenant agree that the foregoing
provisions  of this  Paragraph  20 are to govern  their  respective  rights  and
obligations in the event of any damage or  destruction  and supersede and are in
lieu  of the  provisions  of  any  applicable  law,  statute,  ordinance,  rule,
regulation, order or ruling now or hereafter in force which provide remedies for
damage or destruction of leased premises  (including,  without  limitation,  the
provisions  of  California  Civil Code Section  1932,  Subsection 2, and Section
1933, Subsection 4 and any successor statute or laws of a similar nature).

(k) TERMINATION.  Upon any termination of this Lease under any of the provisions
of this Paragraph 20, the parties will be released without further obligation to
the other from the date  possession of the Premises is  surrendered  to Landlord
except for items which have accrued and are unpaid as of the date of termination
and matters  which are to survive any  termination  of this Lease as provided in
this Lease.

21. EMINENT  DOMAIN

(a) SUBSTANTIAL  TAKING.  If  the whole of the  Premises  or a material  portion
thereof  or of the  parking  areas for the  Premises  is taken for any public or
quasi-public  purpose by any lawful  power or authority by exercise of the right
of  appropriation,  condemnation  or eminent  domain,  or sold to  prevent  such
taking, either party will have the right to terminate this Lease effective as of
the date  possession  is  required  to be  surrendered  to such  authority.  For
purposes of the preceding  sentence,  a "material" portion of the Premises or of
the parking  areas for the  Premises is deemed to be any portion  without  which
Tenant  can no longer  viably  operate  its  business  in the  Premises  without
incurring substantial additional expense.

(b) PARTIAL TAKING;  ABATEMENT OF RENT. In the event of a taking of a portion of
the  Premises  which does not  constitute a material  taking under  Subparagraph
21(a) above, then, neither party will have the right to terminate this Lease and
Landlord  will  thereafter  proceed to make a functional  unit of the  remaining
portion of the  Premises  (but only to the  extent  Landlord  receives  proceeds
therefor from the condemning  authority),  and rent will be abated in proportion
to the  percentage of parking or the floor area of the Premises  which Tenant is
deprived  of on  account of such  taking;  provided,  however,  there will be no
abatement  of rent if the only area taken is that which does not have a building
or parking area used by Tenant  located  thereon.

(c) CONDEMNATION  AWARD. In  connection with any taking of all or any portion of
the  Premises,  Landlord  will be entitled  to receive the entire  amount of any
award  which  may be made or  given  in such  taking  or  condemnation,  without
deduction  or  apportionment  for any estate or  interest  of  Tenant,  it being
expressly understood and agreed by Tenant that no portion of any such award will
be  allowed or paid to Tenant for any  so-called  bonus or excess  value of this
Lease,  and such bonus or excess  value will be the sole  property of  Landlord.
Tenant agrees not to assert any claim against  Landlord or the taking  authority
for any  compensation  because of such taking  (including any claim for bonus or
excess value of this Lease);  provided,  however, if any portion of the Premises
is taken,  Tenant will have the right to recover from the  condemning  authority
(but  not  from  Landlord   unless  included  in  the  award  to  Landlord)  any
compensation  as may be  separately  awarded  or  recoverable  by Tenant for the
taking of Tenant's  furniture,  fixtures,  equipment and other personal property
within the Premises,  for Tenant's relocation expenses, and for any other damage
to Tenant's  business by reason of such taking.

(d) TEMPORARY TAKING. In the event of taking of the Premises or any part thereof
for temporary use, (i) this Lease will remain  unaffected  thereby and rent will
equitably  abate for the  duration  of the  taking,  and (ii)  Landlord  will be
entitled to receive such portion or portions of any award made for such use with
respect to the period of the taking,  provided  that if such  taking  remains in
force at the expiration or earlier  termination of this Lease,  Tenant will then
pay to  Landlord  a sum  equal to the  reasonable  cost of  performing  Tenant's
obligations  under  Paragraph  11 with  respect to surrender of the Premises and
upon such payment Tenant will be excused from such  obligations.  For purpose of
this  Subparagraph  21(d), a temporary taking shall be defined as a taking for a
period of ninety (90) days or less.

22. DEFAULTS AND REMEDIES

(a) DEFAULTS.  The occurrence of any one or more of the following events will be
deemed a default by Tenant:

  (i) The  abandonment  (as defined in California  Civil Code Section 1951.3) of
  the Premises by Tenant.

  (ii) The failure by Tenant to make any payment of rent or  additional  rent or
  any other payment  required to be made by Tenant  hereunder,  as and when due,
  where  such  failure  continues  for a period of ten (10) days  after  written
  notice  thereof  from  Landlord to Tenant;  provided,  however,  that any such
  notice will be in lieu of, and not in addition to, any notice  required  under
  applicable law (including,  without  limitation,  the provisions of California
  Code of Civil Procedure  Section 1161 regarding  unlawful  detainer actions or
  any successor statute or law of a similar nature).

  (iii) The  failure  by Tenant to  observe  or  perform  any of the  express or
  implied  covenants or  provisions of this Lease to be observed or performed by
  Tenant, other than as specified in Subparagraph  22(a)(i) or (ii) above, where
  such failure  continues for a period of twenty (20) days (or such other period
  of time as may be specified  in this Lease as to the  specific  circumstances)
  after written  notice  thereof from Landlord to Tenant.  The provisions of any
  such notice will be in lieu of, and not in  addition  to, any notice  required
  under applicable law (including, without limitation,  California Code of Civil
  Procedure  Section 1161 regarding  unlawful detainer actions and any successor
  statute or similar law).  If the nature of Tenant's  default is such that more
  than twenty  (20) days (or such other  period of time as may be  specified  in
  this Lease as to the specific  circumstances) are reasonably  required for its
  cure,  then  Tenant  will not be  deemed  to be in  default  if  Tenant,  with
  Landlord's concurrence, commences such cure within such twenty (20) day period
  (or such  other  period of time as may be  specified  in this  Lease as to the
  specific  circumstances)  and thereafter  diligently  prosecutes  such cure to
  completion.

  (iv) (a) The making by Tenant of any  general  assignment  for the  benefit of
  creditors;  (b) the filing by or against  Tenant of a petition  to have Tenant
  adjudged a bankrupt or a petition for  reorganization or arrangement under any
  law relating to bankruptcy  (unless,  in the case of a petition  filed against
  Tenant,  the same is dismissed within sixty (60) days); (c) the appointment of
  a trustee or  receiver to take  possession  of  substantially  all of Tenant's
  assets  located at the Premises or of Tenant's  interest in this Lease,  where
  possession  is not  restored to Tenant  within  thirty  (30) days;  or (d) the
  attachment,  execution  or other  judicial  seizure  of  substantially  all of
  Tenant's assets located at the Premises or of Tenant's  interest in this Lease
  where such seizure is not discharged within thirty (30) days.

(b) LANDLORD'S REMEDIES;  TERMINATION. In the event of any default by Tenant, in
addition to any other  remedies  available to Landlord at law or in equity under
applicable  law  (including,  without  limitation,  the  remedies  of Civil Code
Section  1951.4 and any successor  statute or similar law,  which  provides that
Landlord  may  continue  this  Lease in effect  following  Tenant's  breach  and
abandonment  and collect rent as it falls due, if Tenant has the right to sublet
or assign, subject to reasonable limitations),  Landlord will have the immediate
right and option to terminate this Lease and all rights of Tenant hereunder.  If
Landlord  elects to terminate  this Lease then,  to the extent  permitted  under
applicable law,  Landlord may recover from Tenant:  (i) the worth at the time of
award of any unpaid rent which had been earned at the time of such  termination;
plus (ii) the worth at the time of award of the amount by which the unpaid  rent
which would have been earned after  termination  until the time of award exceeds
the  amount of such rent loss that  Tenant  proves  could  have been  reasonably
avoided;  plus  (iii) the worth at the time of award of the  amount by which the
unpaid  rent for the  balance  of the Term after the time of award  exceeds  the
amount of such rent loss that Tenant  proves could be reasonably  avoided;  plus
(iv) any other amount  necessary to  compensate  Landlord for all the  detriment
proximately  caused by Tenant's  failure to perform its  obligations  under this
Lease or which, in the ordinary course of things,  results therefrom  including,
but not limited to: attorneys' fees and costs; brokers'  commissions;  the costs
of  refurbishment,  alterations,  renovation  and  repair of the  Premises,  and
removal  (including the repair of any damage caused by such removal) and storage
(or disposal) of Tenant's personal property,  equipment,  fixtures,  Alterations
and any other items which Tenant is required under this Lease to remove but does
not remove.

As used in  Subparagraphs  22(b)(i)  and (ii)  above,  the "worth at the time of
award" is  computed  by  allowing  interest  at the  Interest  Rate.  As used in
Subparagraph  22(b)(iii)  above, the "worth at the time of award" is computed by
discounting  such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%).

To the extent that Landlord's claim against Tenant includes commissions or other
leasing and  construction  costs  related to the  execution by Landlord of a new
lease for all or any portion of the  Premises,  the costs for which Tenant shall
be liable shall be limited to an amount  which is  reasonable  when  considering
that some or all of such costs would have  eventually  had to have been incurred
by Landlord even if Tenant did not default.

(c) LANDLORD'S REMEDIES; RE-ENTRY RIGHTS. In the event of any default by Tenant,
in addition to any other remedies available to Landlord under this Lease, at law
or in equity,  Landlord  will also have the right,  with or without  terminating
this Lease,  to re-enter the  Premises and remove all persons and property  from
the Premises;  such property may be removed and stored in a public  warehouse or
elsewhere and/or disposed of at the sole cost and expense of and for the account
of Tenant in accordance with the provisions of Subparagraph  13(h) of this Lease
or any other  procedures  permitted  by  applicable  law.  No re-entry or taking
possession of the Premises by Landlord pursuant to this Subparagraph  22(c) will
be construed as an election to terminate  this Lease unless a written  notice of
such intention is given to Tenant or unless the  termination  thereof is decreed
by a court of competent jurisdiction.

(d) LANDLORD'S REMEDIES; RE-LETTING. In the event of the vacation or abandonment
of the Premises by Tenant or in the event that  Landlord  elects to re-enter the
Premises or takes  possession  of the Premises  pursuant to legal  proceeding or
pursuant  to any notice  provided  by law,  then if  Landlord  does not elect to
terminate this Lease,  Landlord may from time to time, without  terminating this
Lease,  either  recover all rent as it becomes due or relet the  Premises or any
part  thereof  on terms and  conditions  as  Landlord  in its sole and  absolute
discretion may deem advisable with the right to make  alterations and repairs to
the Premises in connection with such reletting.  If Landlord elects to relet the
Premises,  then rents  received by Landlord from such reletting will be applied:
first,  to the payment of any  indebtedness  other than rent due hereunder  from
Tenant to  Landlord;  second,  to the payment of any cost of such  reletting  as
limited pursuant to Paragraph 22(b) above;  third, to the payment of the cost of
any  alterations  and repairs to the Premises  incurred in connection  with such
reletting as limited pursuant to Paragraph 22(b) above;  fourth,  to the payment
of rent  due and  unpaid  hereunder  and the  residue,  if any,  will be held by
Landlord  and  applied to payment of future  rent as the same may become due and
payable  hereunder.  Should  that  portion  of such  rents  received  from  such
reletting  during any month,  which is applied to the payment of rent hereunder,
be less than the rent payable during that month by Tenant hereunder, then Tenant
agrees to pay such  deficiency to Landlord  immediately  upon demand therefor by
Landlord. Such deficiency will be calculated and paid monthly.

(e) LANDLORD'S REMEDIES; PERFORMANCE FOR TENANT. All covenants and agreements to
be  performed by Tenant under any of the terms of this Lease are to be performed
by Tenant at Tenant's  sole cost and expense and without any  abatement of rent.
If Tenant  fails to pay any sum of money owed to any party other than  Landlord,
for which it is liable under this Lease, or if Tenant fails to perform any other
act on its part to be performed hereunder, and such failure continues for twenty
(20) days after notice  thereof by Landlord,  Landlord may,  without  waiving or
releasing Tenant from its  obligations,  but shall not be obligated to, make any
such  payment or perform any such other act to be made or  performed  by Tenant.
Tenant agrees to reimburse Landlord upon demand for all sums so paid by Landlord
and all  necessary  incidental  costs,  together  with  interest  thereon at the
Interest  Rate,  from the date of such payment by Landlord  until  reimbursed by
Tenant.  This  remedy  shall be in  addition  to any  other  right or  remedy of
Landlord set forth in this Paragraph 22.

(f) LATE PAYMENT.  If Tenant fails to pay any installment of rent within fifteen
(15) days of when due or if Tenant  fails to make any  other  payment  for which
Tenant is obligated  under this Lease within fifteen (15) days of when due, such
late amount will accrue  interest at the Interest  Rate and Tenant agrees to pay
Landlord  as  additional  rent such  interest  on such amount from the date such
amount  becomes due until such amount is paid.  In addition,  if Tenant fails to
pay any  installment  of rent within  fifteen (15) days of when due or if Tenant
fails to make any other  payment for which Tenant is obligated  under this Lease
within  fifteen  (15)  days  of  when  due,  Tenant  agrees  to pay to  Landlord
concurrently  with such late payment amount,  as additional  rent, a late charge
equal to three  percent  (3%) of the amount due to  compensate  Landlord for the
extra costs  Landlord will incur as a result of such late  payment.  The parties
agree that (i) it would be impractical and extremely difficult to fix the actual
damage  Landlord will suffer in the event of Tenant's  late  payment,  (ii) such
interest  and late  charge  represents  a fair and  reasonable  estimate  of the
detriment  that  Landlord  will suffer by reason of late payment by Tenant,  and
(iii) the payment of interest and late charges are distinct and separate in that
the payment of  interest is to  compensate  Landlord  for the use of  Landlord's
money by Tenant, while the payment of late charges is to compensate Landlord for
Landlord's processing,  administrative and other costs incurred by Landlord as a
result of Tenant's delinquent payments. Acceptance of any such interest and late
charge will not constitute a waiver of the Tenant's  default with respect to the
overdue amount,  or prevent Landlord from exercising any of the other rights and
remedies  available to Landlord.  If Tenant incurs a late charge more than three
(3) times in any  period of twelve  (12)  months  during the Lease  Term,  then,
notwithstanding  that Tenant cures the late payments for which such late charges
are imposed,  Landlord will have the right to require  Tenant  thereafter to pay
all  installments  of Monthly  Base Rent  quarterly  in advance  throughout  the
remainder  of the Lease Term.  Notwithstanding  anything to the contrary in this
Subparagraph  (f), with respect to the first  delinquent  installment of Monthly
Base Rent in each Lease Year, no interest shall accrue and no late charges shall
be payable provided that Tenant pays to Landlord such delinquent installments of
Monthly  Base Rent  within  five (5) days after  Landlord's  delivery of written
notice that such  installment is past due. Any interest or late charges provided
for hereunder  shall be deemed to have been waived by Landlord unless an invoice
therefor is presented by Landlord to Tenant within one hundred eighty (180) days
after such charge first accrues.

(g) RIGHTS AND REMEDIES CUMULATIVE. All rights, options and remedies of Landlord
contained in this Lease will be construed and held to be cumulative,  and no one
of them will be  exclusive of the other,  and  Landlord  shall have the right to
pursue any one or all of such  remedies or any other  remedy or relief which may
be provided by law or in equity, whether or not stated in this Lease. Nothing in
this  Paragraph  22 will  be  deemed  to  limit  or  otherwise  affect  Tenant's
indemnification  of  Landlord  pursuant  to any  provision  of this  Lease.

23. LANDLORD'S  DEFAULT.  Landlord  will not be in default in the performance of
any  obligation  required to be  performed  by Landlord  under this Lease unless
Landlord  fails to perform  such  obligation  within  thirty (30) days after the
receipt of written notice from Tenant specifying in detail Landlord's failure to
perform;  provided however,  that if the nature of Landlord's obligation is such
that more than thirty (30) days are required for performance, then Landlord will
not be deemed in default if it  commences  such  performance  within such thirty
(30) day period and thereafter  diligently pursues the same to completion.  Upon
any default by Landlord,  Tenant may exercise any of its rights  provided at law
or in equity,  subject to the limitations on liability set forth in Paragraph 35
of this Lease.

24. ASSIGNMENT AND SUBLETTING

(a) RESTRICTION ON TRANSFER.  Except as expressly provided in this Paragraph 24,
Tenant will not,  either  voluntarily or by operation of law, assign or encumber
this Lease or any interest herein or sublet the Premises or any part thereof, or
permit the use or  occupancy of the Premises by any party other than Tenant (any
such assignment, encumbrance, sublease or the like will sometimes be referred to
as a "TRANSFER"),  without the prior written consent of Landlord,  which consent
Landlord  will  not  unreasonably   withhold.

(b) CORPORATE AND PARTNERSHIP  TRANSFERS.  For purposes of this Paragraph 24, if
Tenant is a corporation,  partnership or other entity, any transfer, assignment,
encumbrance or hypothecation of fifty percent (50%) or more  (individually or in
the aggregate) of any stock or other ownership  interest in such entity,  and/or
any  transfer,  assignment,  hypothecation  or  encumbrance  of any  controlling
ownership or voting interest in such entity,  will be deemed a Transfer and will
be subject to all of the restrictions and provisions contained in this Paragraph
24.  Notwithstanding the foregoing,  the immediately preceding sentence will not
apply to any transfers of stock of Tenant if Tenant or Tenant's  parent  company
is a  publicly-held  corporation  and such stock is transferred  publicly over a
recognized   security  exchange  or   over-the-counter   market.

(c) PERMITTED  CONTROLLED  TRANSFERS.  Notwithstanding  the  provisions  of this
Paragraph  24 to the  contrary,  Tenant  may  assign  this  Lease or sublet  the
Premises or any  portion  thereof  ("PERMITTED  TRANSFER"),  without  Landlord's
consent,  to any parent,  subsidiary  or  affiliate  entity which  controls,  is
controlled by or is under common control with Tenant, or to any entity resulting
from a merger or  consolidation  with  Tenant,  or to,  with  respect to partial
subleases  only,  any  person or entity  acting as a  subcontractor  or  service
provider for Tenant, or to any person or entity which acquires substantially all
the assets of Tenant's business as a going concern,  provided that: (i) at least
ten (10) days prior to such assignment or sublease,  Tenant delivers to Landlord
the financial  statements and other financial and background  information of the
assignee  or  sublessee  described  in  Subparagraph  24(d)  below;  (ii)  if an
assignment,  the assignee assumes, in full, the obligations of Tenant under this
Lease (or if a  sublease,  the  sublessee  of a portion of the  Premises or Term
assumes, in full, the obligations of Tenant with respect to such portion); (iii)
Tenant  remains fully liable under this Lease;  and (iv) the use of the Premises
under Paragraph 8 remains materially unchanged.

(d) TRANSFER  NOTICE.  If  Tenant  desires to effect a  Transfer,  then at least
fifteen  (15) days prior to the date when  Tenant  desires  the  Transfer  to be
effective  (the "TRANSFER  DATE"),  Tenant agrees to give Landlord a notice (the
"TRANSFER  NOTICE"),  stating  the name,  address and  business of the  proposed
assignee,  sublessee or other transferee  (sometimes  referred to hereinafter as
"TRANSFEREE"),  reasonable  information  (including  references)  concerning the
character,  ownership,  and financial condition of the proposed Transferee,  the
Transfer Date, any ownership or commercial  relationship  between Tenant and the
proposed  Transferee,  and the  consideration  and all other  material terms and
conditions  of the  proposed  Transfer,  all in  such  detail  as  Landlord  may
reasonably  require.  If Landlord  reasonably  requests  additional  detail, the
Transfer Notice will not be deemed to have been received until Landlord receives
such additional  detail, and Landlord may withhold consent to any Transfer until
such information is provided to it.

(e) LANDLORD'S  OPTIONS.  Within  ten  (10) days of  Landlord's  receipt  of any
Transfer Notice, and any additional information requested by Landlord concerning
the proposed Transferee's  financial  responsibility,  Landlord will elect to do
one of the following:  (i) consent to the proposed Transfer; or (ii) refuse such
consent,  which  refusal  shall  be on  reasonable  grounds  including,  without
limitation, those set forth in Subparagraph 24(f) below.

(f) REASONABLE  DISAPPROVAL.   Landlord  and  Tenant   hereby  acknowledge  that
Landlord's  disapproval of any proposed Transfer pursuant to Subparagraph  24(e)
will be  deemed  reasonably  withheld  if  based  upon  any  reasonable  factor,
including,  without  limitation,  any  or  all of  the  following  factors:  (i)
[intentionally  omitted];  (ii) the  portion  of the  Premises  to be  sublet is
demised irregularly in shape with inadequate means of ingress and egress;  (iii)
the  use of the  Premises  by the  Transferee  (a) is not  permitted  by the use
provisions  in Paragraph 8 hereof,  (b) violates  any  exclusive  use granted by
Landlord  to another  tenant in the  Development  of which  Tenant  has  written
notice,  or  (c)  is  reasonably  deemed  by  Landlord  to  present  a  risk  of
incompatibility  to the other tenants of the  Development  or otherwise  poses a
risk of materially increased liability to Landlord;  or (iv) the Transferee does
not have the  financial  capability  to fulfill the  obligations  imposed by the
Transfer  and this Lease,  considering  that Tenant  remains  liable  under this
Lease,  provided  that this  factor (iv) may only be  considered  as a basis for
Landlord's  disapproval of a proposed Transfer pursuant to Subparagraph 24(e) if
Tenant's financial  condition has, at the time of the proposed Transfer request,
deteriorated  from that  existing as of the date of this Lease to the point that
Tenant,  in  Landlord's  reasonable  opinion,  may no longer have the  financial
capability to perform its obligation under this Lease.

(g) ADDITIONAL CONDITIONS.  A condition to Landlord's consent to any Transfer of
this Lease will be the delivery to Landlord of a true copy of the fully executed
instrument of assignment, sublease, transfer or hypothecation,  and, in the case
of an  assignment,  the  delivery to Landlord  of an  agreement  executed by the
Transferee in form and substance  reasonably  satisfactory to Landlord,  whereby
the Transferee assumes and agrees to be bound by all of the terms and provisions
of this Lease and to perform all of the  obligations of Tenant  hereunder.  As a
condition to Landlord's consent to any sublease, such sublease must provide that
in the event of  termination  of this Lease for any  reason,  including  without
limitation a voluntary  surrender  by Tenant,  or in the event of any reentry or
repossession  of the Premises by Landlord,  Landlord may, at its option,  either
(i)  terminate  the  sublease,  or (ii)  take over all of the  right,  title and
interest  of  Tenant,  as  sublessor,  under such  sublease,  in which case such
sublessee will attorn to Landlord,  but that nevertheless  Landlord will not (1)
be liable for any previous act or omission of Tenant under such sublease, (2) be
subject to any defense or offset  previously  accrued in favor of the  sublessee
against  Tenant,  or (3) be bound by any previous  modification  of any sublease
made  without  Landlord's  written  consent,  or by any previous  prepayment  by
sublessee of more than one month's rent.

(h) EXCESS RENT. If Landlord  consents to any  assignment of this Lease,  Tenant
agrees to pay to Landlord,  as additional  rent, fifty percent (50%) of all sums
and other  consideration  actually  paid to and for the benefit of Tenant by the
assignee  on  account  of the  assignment,  as and  when  such  sums  and  other
consideration  are paid by the  assignee to or for the benefit of Tenant (or, if
Landlord so  requires,  and without  any release of Tenant's  liability  for the
same,  Tenant  agrees  to  instruct  the  assignee  to pay such  sums and  other
consideration directly to Landlord).  If for any sublease,  Tenant receives rent
or other  consideration,  either initially or over the term of the sublease,  in
excess of the rent  fairly  allocable  to the portion of the  Premises  which is
subleased  based  on  square  footage,  Tenant  agrees  to  pay to  Landlord  as
additional  rent fifty  percent (50%) of the excess of each such payment of rent
or other  consideration  received  by  Tenant  promptly  after its  receipt.  In
calculating excess rent or other  consideration which may be payable to Landlord
under this paragraph,  Tenant will be entitled to deduct commercially reasonable
third party  brokerage  commissions  and  attorneys'  fees,  tenant  improvement
construction  costs and other amounts reasonably and actually expended by Tenant
in connection  with such  assignment or  subletting.  Upon request,  Tenant will
provide reasonable evidence of such expenditures to Landlord.

(i) INTENTIONALLY OMITTED.

(j) NO RELEASE.  No Transfer will release Tenant of Tenant's  obligations  under
this  Lease or alter  the  primary  liability  of  Tenant to pay the rent and to
perform all other obligations to be performed by Tenant hereunder.  Landlord may
require that,  while Tenant is in default under this Lease, any Transferee remit
directly  to  Landlord  on a  monthly  basis,  all  monies  due  Tenant  by said
Transferee.  However,  the  acceptance of rent by Landlord from any other person
will not be deemed to be a waiver by Landlord of any provision  hereof.  Consent
by  Landlord  to one  Transfer  will not be  deemed  consent  to any  subsequent
Transfer.  In the event of default by any  Transferee of Tenant or any successor
of Tenant in the  performance  of any of the terms hereof,  Landlord may proceed
directly  against  Tenant without the necessity of exhausting  remedies  against
such Transferee or successor.  Landlord may consent to subsequent assignments of
this Lease or  sublettings  or  amendments or  modifications  to this Lease with
assignees of Tenant,  without notifying Tenant, or any successor of Tenant,  and
without  obtaining  its or their  consent  thereto and any such actions will not
relieve Tenant of liability under this Lease.

(k) ADMINISTRATIVE AND ATTORNEYS' FEES. If Tenant effects a Transfer (other than
a  Permitted  Transfer)  or requests  the  consent of  Landlord to any  Transfer
(whether or not such Transfer is consummated),  then, upon demand, Tenant agrees
to reimburse  Landlord any reasonable  attorneys' and paralegal fees incurred by
Landlord in  connection  with such  Transfer  or request  for  consent  (whether
attributable to Landlord's  in-house attorneys or paralegals or otherwise),  not
to exceed  $300.00.  Reimbursement  of Landlord's  attorneys' and paralegal fees
will in no event obligate Landlord to consent to any proposed Transfer.

25. SUBORDINATION.  Without the  necessity  of  any  additional  document  being
executed by Tenant for the  purpose of  effecting  a  subordination,  and at the
election  of  Landlord  or any  mortgagee  or  beneficiary  with a deed of trust
encumbering  the Premises,  or any lessor of a ground or  underlying  lease with
respect to the Premises, this Lease will be subject and subordinate at all times
to: (i) all ground leases or underlying  leases which may now exist or hereafter
be executed affecting the Premises; and (ii) the lien of any mortgage or deed of
trust which may now exist or hereafter be executed  for which the  Premises,  or
Landlord's  interest and estate in any of said items,  is specified as security;
provided that Tenant receives a  non-disturbance  agreement from the prospective
lessor,  mortgagee  or  beneficiary.  Notwithstanding  the  foregoing,  Landlord
reserves the right to subordinate any such ground leases or underlying leases or
any such liens to this  Lease.  If any such  ground  lease or  underlying  lease
terminates for any reason or any such mortgage or deed of trust is foreclosed or
a conveyance in lieu of foreclosure  is made for any reason,  at the election of
Landlord's  successor  in  interest,  Tenant  agrees to attorn to and become the
tenant of such  successor in which event  Tenant's  right to  possession  of the
Premises  will not be disturbed  as long as Tenant is not in default  under this
Lease.  Tenant hereby waives its rights under any law which gives or purports to
give Tenant any right to terminate or otherwise  adversely affect this Lease and
the  obligations  of  Tenant  hereunder  in the  event of any  such  foreclosure
proceeding or sale.  Tenant  covenants  and agrees to execute and deliver,  upon
demand  by  Landlord  and in the  form  reasonably  required  by  Landlord,  any
additional  documents evidencing the priority or subordination of this Lease and
Tenant's  attornment  agreement  with  respect  to  any  such  ground  lease  or
underlying  leases or the lien of any such mortgage or deed of trust.  If Tenant
fails to sign and return any such documents within fifteen (15) days of receipt,
Tenant will be in default hereunder.

26. ESTOPPEL CERTIFICATE. Within fifteen (15) days following any written request
which Landlord may make from time to time,  Tenant agrees to execute and deliver
to Landlord a statement,  in a form substantially similar to the form of EXHIBIT
"F"  attached  hereto or as may  reasonably  be required by  Landlord's  lender,
certifying:  (i) the date of commencement of this Lease; (ii) whether this Lease
is   unmodified   and  in  full  force  and  effect  (or,  if  there  have  been
modifications, that this Lease is in full force and effect, and stating the date
and  nature of such  modifications);  (iii) the date to which the rent and other
sums payable  under this Lease have been paid;  (iv) whether there are any known
current  defaults  under this Lease by either  Landlord or Tenant;  and (v) such
other matters reasonably requested by Landlord.  Landlord and Tenant intend that
any statement  delivered pursuant to this Paragraph 26 may be relied upon by any
mortgagee,  beneficiary,  purchaser or prospective  purchaser of the Premises or
any interest  therein.  Tenant's  failure to deliver such statement  within such
time will be  conclusive  upon  Tenant  (i) that this Lease is in full force and
effect, without modification except as may be represented by Landlord, (ii) that
there are no uncured defaults in Landlord's performance, and (iii) that not more
than one (1)  month's  rent has  been  paid in  advance.  Without  limiting  the
foregoing,  if Tenant fails to deliver any such  statement  within such ten (10)
day  period,  Landlord  may  deliver to Tenant an  additional  request  for such
statement and Tenant's  failure to deliver such statement to Landlord within ten
(10) days after delivery of such  additional  request will  constitute a default
under this Lease.  Tenant  agrees to  indemnify  and protect  Landlord  from and
against any and all claims, damages, losses, liabilities and expenses (including
attorneys'  fees and  costs)  attributable  to any  failure  by Tenant to timely
deliver any such estoppel  certificate to Landlord as required by this Paragraph
26.

27. EASEMENTS.  Landlord  reserves to  itself the right,  from time to time,  to
grant such easements,  rights and  dedications  that Landlord deems necessary or
desirable, and to cause the recordation of parcel maps and restrictions, so long
as  such  easements,   rights,   dedications,   maps  and  restrictions  do  not
unreasonably  interfere with the use of the Premises and Common Areas by Tenant.
Tenant shall sign any of the  aforementioned  documents upon request of Landlord
and failure to do so shall constitute a material breach of this Lease.

28. RULES AND REGULATIONS.  Tenant agrees to faithfully  observe and comply with
the "RULES AND REGULATIONS," a copy of which is attached hereto and incorporated
herein  by  this   reference   as   EXHIBIT   "G",   and  all   reasonable   and
nondiscriminatory  modifications thereof and additions thereto from time to time
put into effect by  Landlord.

29. MODIFICATION AND CURE RIGHTS OF  LANDLORD'S  MORTGAGEES AND LESSORS.  If, in
connection  with  Landlord's  obtaining or entering into any financing or ground
lease affecting the Premises, the lender or ground lessor requests modifications
to this Lease, Tenant, within twenty (20) days after request therefor, agrees to
execute an amendment to this Lease  incorporating such  modifications,  provided
such  modifications are reasonable and do not increase the obligations of Tenant
under this Lease or adversely affect the leasehold estate created by this Lease.
In the event of any default on the part of Landlord,  Tenant will give notice by
registered or certified  mail to any  beneficiary of a deed of trust or mortgage
covering  the  Premises  or ground  lessor of  Landlord  whose  address has been
furnished to Tenant,  and Tenant agrees to offer such beneficiary,  mortgagee or
ground  lessor a  reasonable  opportunity  to cure the default  (including  with
respect to any such beneficiary or mortgagee,  time to obtain  possession of the
Premises,  subject to this Lease and Tenant's rights hereunder, by power of sale
or a judicial foreclosure, if such should prove necessary to effect a cure).

30. DEFINITION  OF LANDLORD.  The term "LANDLORD," as used in this Lease, so far
as covenants or  obligations  on the part of Landlord are  concerned,  means and
includes only the owner or owners, at the time in question,  of the fee title of
the Premises or the lessees under any ground lease,  if any. In the event of any
transfer,  assignment or other  conveyance or transfers of any such title (other
than a transfer for security purposes only),  Landlord herein named (and in case
of  any  subsequent  transfers  or  conveyances,   the  then  grantor)  will  be
automatically  relieved from and after the date of such transfer,  assignment 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,  so long as the transferee  assumes in writing all such covenants and
obligations of Landlord  arising after the date of such  transfer.  Landlord and
Landlord's  transferees and assignees have the absolute right to transfer all or
any  portion  of their  respective  title  and  interest  in the  Premises,  the
Building,  the Development  and/or this Lease without the consent of Tenant, and
such  transfer  or  subsequent  transfer  will  not be  deemed  a  violation  on
Landlord's  part of any of the terms and  conditions of this Lease.

31. WAIVER.  The  waiver by either party of any breach of any term,  covenant or
condition  herein  contained will not be deemed to be a waiver of any subsequent
breach of the same or any other term,  covenant or condition  herein  contained,
nor will any custom or  practice  which may  develop  between the parties in the
administration  of the terms  hereof be deemed a waiver of or in any way  affect
the right of either party to insist upon  performance in strict  accordance with
said terms. The subsequent  acceptance of rent or any other payment hereunder by
Landlord will not be deemed to be a waiver of any preceding  breach by Tenant of
any term,  covenant or condition of this Lease, other than the failure of Tenant
to pay the particular  rent so accepted,  regardless of Landlord's  knowledge of
such  preceding  breach at the time of acceptance of such rent. No acceptance by
Landlord  of a lesser sum than the basic rent and  additional  rent or other sum
then due will be deemed to be other than on account of the earliest  installment
of such rent or other amount due, nor will any  endorsement  or statement on any
check or any letter accompanying any check be deemed an accord and satisfaction,
and Landlord may accept such check or payment  without  prejudice to  Landlord's
right to recover the balance of such  installment  or other amount or pursue any
other remedy  provided in this Lease.  The consent or approval of Landlord to or
of any act by Tenant requiring Landlord's consent or approval will not be deemed
to waive or render  unnecessary  Landlord's  consent  or  approval  to or of any
subsequent similar acts by Tenant.

32. PARKING.  So long as this Lease is in effect,  Landlord grants to Tenant and
Tenant's  Parties a  non-exclusive  license to use the number of parking  spaces
designated  in  Paragraph  1(q) hereof in the  designated  parking  areas in the
Common  Areas.  Tenant may,  if it so elects,  convert all or any portion of its
reserved parking to reserved  visitor parking.  All visitor parking will be on a
non-exclusive,  in  common  basis  with all  other  visitors  and  guests of the
Development.  Tenant will not use or allow any of Tenant's  Authorized  Users to
use any  parking  spaces  which have been  specifically  assigned by Landlord to
other  tenants or occupants  or for other uses such as visitor  parking or which
have been designated by any  governmental  entity as being restricted to certain
uses.  Landlord may assign any unreserved  and unassigned  parking spaces and/or
make  all or any  portion  of  such  spaces  reserved,  if  Landlord  reasonably
determines  that it is necessary  for orderly and  efficient  parking or for any
other reasonable reason.  Tenant and Tenant's Authorized Users shall comply with
all rules and  regulations  regarding  parking set forth in EXHIBIT "G" attached
hereto  and  Tenant  agrees  to  cause  its  employees,  subtenants,  assignees,
contractors,  suppliers,  customers  and  invitees to comply with such rules and
regulations.  Landlord  reserves  the right  from time to time to modify  and/or
adopt such other reasonable and non-discriminatory rules and regulations for the
parking  facilities  as it deems  reasonably  necessary for the operation of the
parking facilities.

33. FORCE  MAJEURE.  If  either  Landlord or Tenant is  delayed,  hindered in or
prevented from the performance of any act required under this Lease by reason of
strikes,  lock-outs,  labor troubles,  inability to procure standard  materials,
failure  of  power,  restrictive  governmental  laws,  regulations  or orders or
governmental action or inaction (including failure,  refusal or delay in issuing
permits,  approvals and/or  authorizations which is not the result of the action
or  inaction  of  the  party  claiming  such  delay),  riots,  civil  unrest  or
insurrection,  war, fire, earthquake,  flood or other natural disaster,  unusual
and  unforeseeable  delay  which  results  from an  interruption  of any  public
utilities  (e.g.,  electricity,  gas,  water,  telephone)  or other  unusual and
unforeseeable  delay not within the  reasonable  control of the party delayed in
performing work or doing acts required under the provisions of this Lease,  then
performance  of such act will be  excused  for the  period  of the delay and the
period  for the  performance  of any  such  act  will be  extended  for a period
equivalent to the period of such delay. The provisions of this Paragraph 33 will
not operate to excuse Tenant from prompt  payment of rent or any other  payments
required under the provisions of this Lease.

34. SIGNS.  Subject to Tenant's  compliance with the terms of this Paragraph 34,
Tenant is hereby  granted the right (i) to install one (1)  Building top sign on
each of the  Buildings,  bearing  Tenant's  name and logo,  and (ii) such  other
identification and/or marketing (in connection with an assignment or subleasing)
signs as Tenant may deem  necessary  for the operation of its business and which
are reasonably  approved by Landlord in advance in writing.  Landlord and Tenant
will mutually  determine the exact locations on the Premises for Tenant's signs.
Tenant shall  install and maintain  Tenant's  identification  sign(s) (if Tenant
desires to install signs) in such  designated  location in accordance  with this
Paragraph 34 at Tenant's  sole cost and expense.  Tenant has no further right to
install  Tenant  identification  signs in any other location in, on or about the
Development.  The size, design,  color and other physical aspects of any and all
permitted  sign(s) will be subject to (i) Landlord's  written  approval prior to
installation,  which approval may not be unreasonably  withheld or delayed, (ii)
any covenants,  conditions or restrictions governing the Premises, and (iii) any
applicable  municipal  or  governmental  permits and  approvals.  Tenant will be
solely  responsible  for all costs for  installation,  maintenance,  repair  and
removal of any Tenant identification sign(s). If Tenant fails to remove Tenant's
sign(s)  upon  termination  of this Lease and  repair any damage  caused by such
removal,  Landlord may do so at Tenant's sole cost and expense. Tenant agrees to
reimburse   Landlord   for  all  costs   incurred  by  Landlord  to  effect  any
installation,  maintenance or removal on Tenant's account,  which amount will be
deemed additional rent, and may include, without limitation, all sums disbursed,
incurred or  deposited  by Landlord  including  Landlord's  costs,  expenses and
actual  attorneys' fees with interest thereon at the Interest Rate from the date
of Landlord's  demand until paid by Tenant.  In the event Landlord,  at its sole
discretion,  elects to construct a common  tenant-identification  monument  sign
that borders Enterprise Street (the "ENTERPRISE MONUMENT SIGN"), Tenant shall be
permitted to install its  identification  sign panel on the Enterprise  Monument
Sign in a location to be determined by Landlord,  in its reasonable  discretion.
If Tenant elects to put its name on the Enterprise  Monument  Sign,  then Tenant
shall  pay a  prorata  share of the cost of  entitling,  designing,  installing,
constructing, repairing and maintaining same. Tenant's pro-rata share shall be a
fraction,  the  numerator of which shall be the square  footage of Tenant's sign
panel on the Enterprise Monument Sign, and the denominator of which is the total
square  footage of all sign panels on the Enterprise  Monument  Sign,  including
Tenant's.  Additionally,  Landlord will, in a reasonable  location designated by
Landlord and at Landlord's sole cost and expense,  install a directory  monument
designating the locations/addresses (but not tenants' names) of the buildings in
the Development.

Landlord,  in its capacity as Declarant under the CC&R's (defined in EXHIBIT "E"
attached hereto),  hereby approves (i) the identification and/or marketing signs
described in this  Paragraph 34,  subject to further  reasonable  approval as to
consistency  with other  signage in the Pacific  Commercentre  Business  Park in
terms of size,  number and  location,  and (ii)  Tenant's  Building top signage,
provided such sign and signage  comply with the Sign  Criteria  shown on EXHIBIT
"J" attached  hereto.  The signs  described in clauses (i) and (ii)  immediately
above remain subject to City approval.

35. LIMITATION  ON  LIABILITY.   In  consideration  of   the  benefits  accruing
hereunder,  Tenant on behalf of itself and all  successors and assigns of Tenant
covenants and agrees that, in the event of any actual or alleged failure, breach
or default  hereunder by Landlord:  (a) tenant's  recourse  against Landlord for
monetary  damages  will  be  limited  to  Landlord's  interest  in the  Premises
including, subject to the prior rights of any Mortgagee,  Landlord's interest in
the rents of the Premises and any insurance  proceeds  payable to Landlord;  (b)
except as may be necessary  to secure  jurisdiction  of  Landlord,  no member or
partner of Landlord  shall be sued or named as a party in any suit or action and
no service of process  shall be made  against any member or partner of Landlord;
(c) no member or partner of Landlord  shall be  required to answer or  otherwise
plead to any  service of  process;  (d) no  judgment  will be taken  against any
member or partner of  Landlord  and any  judgment  taken  against  any member or
partner of Landlord may be vacated and set aside at any time after the fact; (e)
no writ of execution  will be levied against the assets of any member or partner
of Landlord;  (f) the  obligations  under this Lease do not constitute  personal
obligations  of  the  individual  members,  partners,   directors,  officers  or
shareholders  of  Landlord,  and  Tenant  shall not seek  recourse  against  the
individual members, partners, directors, officers or shareholders of Landlord or
any of their  personal  assets for  satisfaction  of any liability in respect to
this Lease;  and (g) these  covenants and  agreements  are  enforceable  both by
Landlord and also by any member or partner of Landlord.

36. FINANCIAL  STATEMENTS.  Prior to the execution of this Lease by Landlord and
at any time  during  the Term of this  Lease  upon ten (10) days  prior  written
notice from  Landlord,  Tenant agrees to provide  Landlord with the most current
financial  statement legally  available for Tenant and financial  statements for
the two (2) years prior to the current financial statement year for Tenant. Such
statements are to be prepared in accordance with generally  accepted  accounting
principles  and,  if  such is the  normal  practice  of  Tenant,  audited  by an
independent  certified public accountant.  Such financial statements may reflect
the financial  condition of Tenant and its affiliated entities on a consolidated
basis if separate financials do not exist.

37. QUIET ENJOYMENT.  Landlord covenants and agrees with Tenant that upon Tenant
paying the rent  required  under this  Lease and  paying all other  charges  and
performing  all of the covenants and  provisions on Tenant's part to be observed
and performed under this Lease,  Tenant may peaceably and quietly have, hold and
enjoy  the  Premises  in  accordance  with  this  Lease  without   hindrance  or
molestation by Landlord or its agents.

38. AUCTIONS.  Tenant  shall not  conduct,  nor permit to be  conducted,  either
voluntarily or involuntarily, any public auction upon the Premises without first
having obtained Landlord's prior written consent.

39. MISCELLANEOUS

(a) CONFLICT OF LAWS.  This  Lease shall be  governed  by and  construed  solely
pursuant to the laws of the State of California, without giving effect to choice
of law principles thereunder.

(b) SUCCESSORS AND ASSIGNS.  Except as otherwise  provided in this Lease, all of
the covenants, conditions and provisions of this Lease shall be binding upon and
shall  inure to the benefit of the parties  hereto and their  respective  heirs,
personal representatives, successors and assigns.

(c) PROFESSIONAL  FEES AND COSTS. If either Landlord or Tenant should bring suit
against  the other with  respect  to this  Lease,  then all costs and  expenses,
including  without  limitation,  actual  professional  fees  and  costs  such as
appraisers',  accountants' and attorneys' fees and costs,  incurred by the party
which  prevails  in such  action,  whether  by  final  judgment  or out of court
settlement,  shall be paid by the other party,  which  obligation on the part of
the other party shall be deemed to have accrued on the date of the  commencement
of such action and shall be enforceable  whether or not the action is prosecuted
to judgment.  As used herein,  attorneys' fees and costs shall include,  without
limitation,  attorneys' fees, costs and expenses incurred in connection with any
(i) postjudgment motions; (ii) contempt  proceedings;  (iii) garnishment,  levy,
and debtor and third  party  examination;  (iv)  discovery;  and (v)  bankruptcy
litigation.

(d) TERMS AND HEADINGS.  The words  "LANDLORD" and "TENANT" as used herein shall
include  the plural as well as the  singular.  Words used in any gender  include
other genders. The paragraph headings of this Lease are not a part of this Lease
and shall have no effect upon the  construction  or  interpretation  of any part
hereof.

(e) TIME.  Time is of the  essence  with  respect  to the  performance  of every
provision of this Lease in which time of performance is a factor.

(f) PRIOR  AGREEMENT;  AMENDMENTS.  This Lease with its  incorporated  Exhibits,
Addenda  and  attachments  constitutes  and is  intended  by the parties to be a
final,  complete and exclusive  statement of their entire agreement with respect
to the subject matter of this Lease. This Lease supersedes any and all prior and
contemporaneous  agreements  and  understandings  of any  kind  relating  to the
subject  matter of this Lease.  There are no other  agreements,  understandings,
representations,  warranties,  or  statements,  either oral or in written  form,
concerning  the  subject  matter of this  Lease.  No  alteration,  modification,
amendment or interpretation of this Lease shall be binding on the parties unless
contained in a writing which is signed by both parties.

(g) SEPARABILITY.  The  provisions of  this Lease shall be considered  separable
such that if any  provision  or part of this  Lease is ever held to be  invalid,
void or illegal under any law or ruling, all remaining  provisions of this Lease
shall  remain in full force and effect to the maximum  extent  permitted by law.

(h) RECORDING.  Upon  request by either  Landlord or Tenant,  the parties  shall
record a short form  memorandum of this Lease prepared by and at the cost of the
requesting party and in form and substance reasonably  satisfactory to the party
of whom the request is made.

(i) COUNTERPARTS. This Lease may be executed in one or more counterparts, each
of which shall constitute an original and all of which shall be one and the same
agreement.

40. EXECUTION  OF LEASE

(a) JOINT AND SEVERAL  OBLIGATIONS.  If more than one person executes this Lease
as Tenant,  their  execution of this Lease will  constitute  their  covenant and
agreement that (i) each of them is jointly and severally liable for the keeping,
observing and performing of all of the terms, covenants, conditions,  provisions
and agreements of this Lease to be kept,  observed and performed by Tenant,  and
(ii) the term  "TENANT"  as used in this Lease means and  includes  each of them
jointly and severally. The act of or notice from, or notice or refund to, or the
signature of any one or more of them, with respect to the tenancy of this Lease,
including, but not limited to, any renewal, extension,  expiration,  termination
or modification of this Lease,  will be binding upon each and all of the persons
executing this Lease as Tenant with the same force and effect as if each and all
of them had so acted or so given or received such notice or refund or so signed.

(b) TENANT AS CORPORATION  OR  PARTNERSHIP.  If Tenant  executes this Lease as a
corporation or partnership,  then Tenant and the persons executing this Lease on
behalf of Tenant represent and warrant that such entity is duly qualified and in
good standing to do business in California  and that the  individuals  executing
this Lease on Tenant's  behalf are duly  authorized  to execute and deliver this
Lease on its behalf, and in the case of a corporation, in accordance with a duly
adopted resolution of the board of directors of Tenant, a copy of which is to be
delivered to Landlord on  execution  hereof,  if  requested by Landlord,  and in
accordance  with the by-laws of Tenant,  and, in the case of a  partnership,  in
accordance  with  the  partnership  agreement  and the most  current  amendments
thereto,  if any,  copies of which are to be  delivered to Landlord on execution
hereof, if requested by Landlord,  and that this Lease is binding upon Tenant in
accordance  with  its  terms.

(c) EXAMINATION  OF LEASE.  Submission of this  instrument by Landlord to Tenant
for  examination  or signature by Tenant does not constitute a reservation of or
option  for  lease,  and it is not  effective  as a  lease  or  otherwise  until
execution by and delivery to both Landlord and Tenant.

IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed by
their duly authorized representatives as of the date first above written.

TENANT:                                     LANDLORD:

APRIA HEALTHCARE, INC.,                     MSGW CALIFORNIA I, LLC,
a Delaware corporation                      a Delaware limited liability company


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


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

<PAGE>

                                ADDENDUM TO LEASE
                                -----------------

    THIS ADDENDUM TO LEASE ("ADDENDUM") is attached to and constitutes a part of
that certain Industrial Lease between MSGW CALIFORNIA I, LLC, a Delaware limited
liability  company  ("LANDLORD"),   and  APRIA  HEALTHCARE,   INC.,  a  Delaware
corporation ("TENANT"). Landlord and Tenant agree that, notwithstanding anything
contained  in the  Lease  to the  contrary,  the  provisions  set  forth in this
Addendum  will be  deemed  to be a part of the  Lease  and  will  supersede  any
contrary provisions in the Lease and shall prevail and control for all purposes.
All references in the Lease and in this Addendum to the defined term "LEASE" are
to be construed to mean the Lease as amended and  supplemented by this Addendum.
Capitalized terms which are not defined in this Addendum have the meanings given
to them in the Lease. The paragraphs below are numbered consecutively with those
of the Lease.

41. OPTION TO EXTEND.

    (a)  EXTENSION  OPTION.  Subject  to the  terms  of  this  Paragraph  41 and
Paragraph 42 below, Landlord hereby grants to Tenant two (2) consecutive options
(each,  an "EXTENSION  OPTION") to extend the Term of this Lease with respect to
the entire Premises only for additional periods of five (5) years each (each, an
"OPTION TERM"),  on the same terms,  covenants and conditions as provided for in
this Lease during the initial  Lease Term or the first Option Term,  as the case
may be, except that (i) Tenant shall have no further extension rights,  and (ii)
Monthly Base Rent shall be  established  based on the "fair market  rental rate"
for the Premises for the  applicable  Option Term as defined and  determined  in
accordance with the provisions of this Paragraph 41 below.

    (b) EXERCISE OF EXTENSION  OPTION.  Each Extension Option must be exercised,
if at all,  by  written  notice  ("EXTENSION  NOTICE")  delivered  by  Tenant to
Landlord  no later than the date which is nine (9) months,  and no earlier  than
the date which is  fifteen  (15)  months,  prior to the  expiration  of the then
current Term of this Lease.

    (c) FAIR MARKET  RENTAL RATE.  The term "fair market rental rate" as used in
this Addendum shall mean the annual amount per square foot, projected during the
relevant period,  that a willing,  non-equity,  tenant  (excluding  sublease and
assignment  transactions)  would pay,  and a willing,  landlord of a  comparable
quality   building   located  in  the  South  Orange  County,   California  area
("COMPARISON AREA") would accept, at arm's length (what Landlord is accepting in
current   transactions  for  other  buildings  within  the  Development  may  be
considered),  for space  comparable  in size and  quality as the leased  area at
issue  taking  into  account  the  age,  quality  and  layout  of  the  existing
improvements  in the leased  area at issue and taking  into  account  items that
professional  real  estate  brokers  customarily  consider,  including,  but not
limited to, tenant maintenance  obligations,  rental rates, space  availability,
tenant size,  tenant  improvement  allowances,  parking,  and any other economic
matters  then being  considered  by  Landlord  or the  lessors  of such  similar
buildings.

    (d) TENANT'S REVIEW PERIOD.  Landlord's  determination of fair market rental
rate shall be  delivered  to Tenant in writing  not later than  thirty (30) days
following  Landlord's  receipt of Tenant's  Extension  Notice.  Tenant will have
thirty (30) days ("TENANT'S  REVIEW PERIOD") after receipt of Landlord's  notice
of the fair market  rental rate within  which to accept such fair market  rental
rate or to object thereto in writing. If Tenant should fail to respond or object
during  Tenant's  Review  Period,  then such  period  shall be  extended  for an
additional  period ending ten (10) days after Landlord delivers notice to Tenant
that  Tenant  has not  responded  and the  potential  consequences  thereof.  If
Tenant's  failure to object to the fair market rental rate submitted by Landlord
in writing within  Tenant's  Review Period should  continue for ten (10) or more
days following  such  additional  written notice by Landlord,  such failure will
conclusively  be deemed  Tenant's  approval and  acceptance  thereof.  If Tenant
objects to the fair market  rental rate  submitted by Landlord  within  Tenant's
Review Period, then Landlord and Tenant will attempt in good faith to agree upon
such fair market  rental rate using their best good faith  efforts.  If Landlord
and Tenant  fail to reach  agreement  on such fair  market  rental  rate  within
fifteen  (15) days  following  the  expiration  of Tenant's  Review  Period (the
"OUTSIDE  AGREEMENT  DATE"),  then the Extension  Option shall be void and of no
force or effect,  unless within ten (10) days  following  the Outside  Agreement
Date, Tenant demands appraisal in accordance with the following,  in which event
each party's determination will be submitted to appraisal in accordance with the
provisions below.

    (e) APPRAISAL.

        (i) Landlord and Tenant shall each appoint one independent, unaffiliated
real estate  broker  (referred  to herein as an  "appraiser"  even though only a
broker) who has been active over the five (5) year period  ending on the date of
such appointment in the leasing of industrial space in the Comparison Area. Each
such  appraiser  will be  appointed  within  thirty  (30) days after the Outside
Agreement Date.

        (ii) The two (2)  appraisers so appointed  will within fifteen (15) days
of the date of the  appointment of the last appointed  appraiser  agree upon and
appoint a third  appraiser  who shall be qualified  under the same  criteria set
forth herein above for qualification of the initial two (2) appraisers.

        (iii) The determination of the appraisers shall be limited solely to the
issue of  whether  Landlord's  or  Tenant's  last  proposed  (as of the  Outside
Agreement  Date) new  Monthly  Base Rent for the  Premises is the closest to the
actual new Monthly Base Rent for the Premises as determined  by the  appraisers,
taking into account the requirements of Paragraph 41(c) and this Paragraph 41(e)
regarding same.

        (iv) The three  (3)  appraisers  shall  within  thirty  (30) days of the
appointment  of the third  appraiser  reach a decision as to whether the parties
shall use  Landlord's  or Tenant's  submitted  new Monthly Base Rent,  and shall
notify Landlord and Tenant thereof.

        (v) The  decision of the majority of the three (3)  appraisers  shall be
binding upon Landlord and Tenant and neither party will have the right to reject
the determination or undo the exercise of the Extension Option. The cost of each
party's  appraiser  shall be the  responsibility  of the  party  selecting  such
appraiser,  and the cost of the third appraiser (or  arbitration,  if necessary)
shall be shared equally by Landlord and Tenant.

        (vi) If either  Landlord or Tenant fails to appoint an appraiser  within
the time period in Paragraph (e)(i) herein above, the appraiser appointed by one
of them shall  reach a decision,  notify  Landlord  and Tenant  thereof and such
appraiser's decision shall be binding upon Landlord and Tenant and neither party
will have the right to reject  the  determination  or undo the  exercise  of the
Extension Option.

        (vii) If the two (2)  appraisers  fail to agree upon and appoint a third
appraiser, both appraisers shall be dismissed and the matter to be decided shall
be  forthwith  submitted  to binding  arbitration  under the  provisions  of the
American Arbitration Association.

        (viii) In the event that the new  Monthly  Base Rent is not  established
prior to end of the then  current  term of the  Lease,  the  Monthly  Base  Rent
immediately  payable at the commencement of the applicable  Option Term shall be
103% of the  Monthly  Base Rent  payable  in the last  month of the  immediately
preceding  Term.  Notwithstanding  the  above,  once the fair  market  rental is
determined in accordance  with this section,  the parties shall settle any under
or  overpayment on the next Monthly Base Rent payment date falling not less than
thirty (30) days after such determination.

42. OPTIONS.

    (a) As used in this  Paragraph  42, the word  "OPTION"  means the  Extension
Options  pursuant  to  Paragraph  41 herein and the Right to Lease  pursuant  to
Paragraph 44 herein.

    (b) The Options are personal to the original Tenant executing this Lease and
may be  exercised  only  by the  original  Tenant  executing  this  Lease  while
occupying  the entire  Premises and without the intent of  thereafter  assigning
this Lease or  subletting  the Premises and may not be exercised or be assigned,
voluntarily  or  involuntarily,  by any person or entity other than the original
Tenant executing this Lease;  provided,  that while the Options may be exercised
by the  assignee  (but not  sublessee)  of this Lease  pursuant  to a  Permitted
Transfer in accordance with Paragraph 24(c), only the Extension Options (and not
the Right to Lease  pursuant  to  Paragraph  44 herein) may be  exercised  by an
assignee  (but not  sublessee) of this Lease that is not pursuant to a Permitted
Transfer in accordance  with  Paragraph  24(c).  The Options are not  assignable
separate and apart from this Lease,  nor may any Option be  separated  from this
Lease in any manner, either by reservation or otherwise.

    (c) Tenant shall have no right to exercise any Option,  notwithstanding  any
provision of the grant of the Option to the contrary,  and Tenant's  exercise of
any Option  may be  nullified  by  Landlord  and  deemed of no further  force or
effect,  if Tenant  shall be in default of any monetary  obligation  or material
non-monetary obligation under the terms of this Lease as of Tenant's exercise of
the Option at issue or at the  commencement of the Option event and such default
is not cured within the time period provided in this Lease.

43. ARBITRATION.  If  any  dispute  referenced  in the last  sentence  of either
Paragraph 14 or Paragraph 17 of this Lease arises  ("DISPUTE"),  and if no other
specific procedure is included in this Lease to resolve such Dispute,  then such
Dispute,  if timely  demanded  pursuant  to  Subparagraph  (a)  below,  shall be
resolved  and  adjudicated  by  binding  arbitration  in  accordance  with  this
Paragraph 43. The  arbitrator  shall be a neutral,  disinterested  retired judge
selected by the parties  from a panel of retired  judges  available  through the
Judicial Arbitration and Mediation Service ("JAMS") or, if JAMS or its successor
does not then exist, by any other  arbitrator or retired judge affiliated with a
private,  disinterested  association providing arbitration services.  Should the
parties fail to agree on the selection of a  disinterested,  neutral  arbitrator
within twenty (20) days of written  demand  accompanied by written notice of the
Dispute  by  either  party,  either  party  may  petition  a court of  competent
jurisdiction and proper venue to appoint an arbitrator. The arbitration shall be
held within sixty (60) days after the selection of the  arbitrator.  The parties
hereby agree to allow the taking of  depositions  for discovery  purposes in the
arbitration  proceedings.  Any hearings required for purposes of the arbitration
shall be in Orange  County,  California at the offices of the arbitrator or such
other place  designated by the arbitrator.  The  arbitration  procedure shall be
subject to the following:

    (a) Any demand  for  arbitration  shall be in  writing  and must be made and
served on the other party within a reasonable  time after the Dispute has arisen
and in no event  shall the demand for  arbitration  be made after the earlier of
the date which is (i) thirty (30) days after  service by either party of summons
and complaint,  the subject  matter of which is  essentially  identical with the
subject matter of the demand for arbitration,  or (ii) the date that institution
of legal or equitable  proceedings  based on such Dispute would be barred by the
applicable statute of limitations.

    (b) The provisions of this Paragraph 43 are not intended to require Landlord
or Tenant to  arbitrate  any matters  relating to any default  under this Lease,
which  matters  shall be governed  by the  applicable  provisions  of this Lease
and/or applicable law.

    (c) All  proceedings  involving the parties shall be reported by a certified
shorthand  court reporter and written  transcripts of the  proceedings  shall be
prepared and made available to the parties.

    (d) The arbitrator shall prepare and deliver to the parties factual findings
in  writing  which  shall  include  the  reasons  on which the  decision  of the
arbitrator is based.  The  arbitrator  shall be bound by the  provisions of this
Lease, and shall not add to, subtract from or otherwise modify such provisions.

    (e) Final decision by the arbitrator  must be provided to the parties within
thirty  (30)  days  from  the date on  which  the  matter  is  submitted  to the
arbitrator.

    (f) The prevailing party (as defined below) shall be awarded interest
on the amount awarded (at the Interest Rate), reasonable attorneys' fees, expert
and nonexpert witness costs and expenses (including without limitation the fees
and costs of the court reporter described in Subparagraph (c) above), and other
costs and expenses incurred in connection with the arbitration, unless the
arbitrator for good cause determines otherwise.

    (g) As used herein,  the term  "prevailing  party" shall mean the party,  if
any, that the arbitrator determines is "clearly the prevailing party."

    (h) Costs  and fees of the  arbitrator  shall be borne by the  nonprevailing
party, unless the arbitrator for good cause determines otherwise. If there is no
prevailing  party, the parties shall bear their own fees and costs and split the
fees and costs of the arbitrator and court reporter.

    (i) The award or decision  of the  arbitrator,  which may include  equitable
relief,  shall be final and  judgment  may be entered on it in  accordance  with
applicable law in any court having  jurisdiction over the matter. The provisions
of this Paragraph 43 are not intended to alter the applicable  provisions of law
which provide the grounds on which a court may vacate an arbitration award.

44. RIGHT TO LEASE ADDITIONAL SPACE.

    (a) Subject to the terms of this  Paragraph 44 and  Paragraph  42,  entitled
"OPTIONS,"  and so long as the  Landlord  under this Lease owns the First  Offer
Space,  during  Landlord's  initial  lease-up of the First Offer Space  (defined
below), Tenant shall have a right to lease (the "RIGHT TO LEASE") all of and not
just some of that  certain  two (2) story  office  building  in the  Development
commonly  known as Building No. 3 as shown on Exhibit "A",  which  Building will
contain  approximately  50,940  square  feet,  to the extent such space  becomes
available for lease to third  parties  during the initial Term (the "FIRST OFFER
SPACE").

    (b) Landlord shall, no less than thirty (30) days prior to commencement of a
marketing  program  for  the  First  Offer  Space,  deliver  to  Tenant  written
notification  ("LANDLORD'S  AVAILABILITY NOTICE") of Landlord's intent to market
such First Offer Space.  Within ten (10) days  following  delivery of Landlord's
Availability  Notice,  Tenant  will in writing  have the right to  request  from
Landlord a written statement setting forth the basic economic terms,  including,
but not limited to,  Landlord's  determination  (as provided in Paragraph  40(c)
above) of the Monthly Base Rent, term, an improvement allowance, if any, and all
other economic terms and conditions  (collectively,  the "ECONOMIC TERMS"), upon
which Landlord is willing to lease the First Offer Space. Notwithstanding any of
the foregoing to the contrary, if Tenant does not elect to lease all of Building
No. 3 pursuant to the  foregoing  and  Landlord  then leases or offers for lease
less than all of Building No. 3 to a third party, then Landlord shall once again
deliver to Tenant  Landlord's  Availability  Notice as to the remaining space in
Building No. 3 (the  "REMAINDER") and Tenant's Right to Lease shall apply to the
Remainder as encumbered by such prior third party lease;  provided,  however, to
the extent Tenant desires to lease less than all of the Remainder,  such smaller
portion shall not be less than one-half (1/2) of one full floor.

    (c) Within thirty (30) days after receipt of Landlord's Availability Notice,
Tenant must give Landlord written notice pursuant to which Tenant shall elect to
either (i) lease such First  Offer Space upon such  Economic  Terms and the same
non-Economic  Terms as set forth in this Lease with respect to the Premises,  or
(ii) refuse to lease such First Offer Space.  Tenant's  failure to timely choose
either  clause (i) or clause (ii) above will be deemed to be Tenant's  choice of
clause (ii) above.

    (d) If Tenant  chooses (or is deemed to have chosen)  clause  (c)(ii) above,
then  Tenant's  Right to Lease any First Offer  Space will be null and void.  If
Tenant  exercises  its  Right to Lease as  provided  herein,  the  parties  will
promptly  thereafter  execute an  amendment  to this Lease to include  the First
Offer Space in the Premises and to document the lease terms thereof.

45. ADDITIONAL DISCLOSURES AND COVENANTS.

    (a) Aircraft Environmental Impact Declaration. Pursuant to the conditions of
approval  imposed by the County of Orange in  connection  with the  Development,
Landlord  hereby  discloses  to  Tenant  that  Landlord  has made a  Declaration
concerning  aircraft  environmental  impact  subject to the same  conditions and
limitations as shown in that certain notice  concerning  aircraft  environmental
impacts  recorded  December 1, 1983, as Instrument No. 83-549335 in the Official
Records of Orange County, California.  Landlord further discloses to Tenant that
the Development is subject to overflight,  sight and sound of aircraft operating
from El Toro Marine Corps Air Station.  In addition,  Tenant is advised that the
conversion  of the El Toro Marine Corps Air Station to a  commercial  airport is
under consideration.

    (b) Transportation  Management Program. From and after the execution of this
Lease,  Tenant  confirms and agrees that it shall  implement and shall cause all
occupants of the  Premises to comply with a  transportation  management  program
complying with Condition of Approval No. 5, Board of Supervisors  Resolution No.
87-1065, County of Orange.

    (c) Night Time Truck  Management  Plan. From and after the execution of this
Lease,  Tenant  confirms and agrees that it shall  implement and shall cause all
occupants  of the Premises to comply with the Night Time Truck  Management  Plan
("NTTMP")  adopted by the City of Lake Forest,  and  attached  hereto as EXHIBIT
"I".  Tenant shall cooperate with, and shall cause all occupants of the Premises
to cooperate with, all audits  conducted by Landlord or the owner's  association
for the Development pursuant to the NTTMP.

46. ROOF ITEMS.  So long as Tenant is not in default under this Lease beyond any
applicable notice and cure period,  Tenant shall have the nonexclusive  license,
at its sole cost and expense  (including,  without  limitation,  the cost of all
utilities [and separate  metering,  if required] and taxes  attributable  to the
Roof Items) but without charge by Landlord,  and subject to (i) Landlord's prior
approval,  which approval shall not be  unreasonably  withheld,  (ii) compliance
with the  requirements of all governmental  and  quasi-governmental  authorities
with  jurisdiction,  (iii) compliance by Tenant with the remaining terms of this
Paragraph 46, and (iv) space availability, to place one (1) or more satellite or
telecommunications  antennae  and/or one (1) or more microwave  dishes  together
with all wiring or other connections therefor and other Communications equipment
(collectively,  the  "ROOF  ITEMS"),  on a  portion  of the  roof of each of the
Buildings for Tenant's own use in connection with Tenant's business operations.

    (a) In the event that any such installation interferes with the pre-existing
operations or installations of any other tenant or of Landlord, Tenant shall, at
its sole cost and  expense,  at  Landlord's  request,  relocate  or  modify  its
installation to eliminate any such interference.

    (b) Landlord  shall, at Tenant's cost,  reasonably  cooperate with Tenant in
the procurement of necessary  permits or zoning variances for the Roof Items and
execute all documents which are reasonably  satisfactory to Landlord required to
obtain necessary permits or zoning variances.

    (c) In the event  Landlord  contemplates  roof repair or otherwise  requires
access to the roof which requires  temporary removal or relocation of any of the
Roof Items,  or which may result in an  interruption  in the operation of any of
Tenant's Roof Items, Landlord shall, if reasonably practicable, notify Tenant at
least thirty (30) days prior to such  contemplated work in order to allow Tenant
to  make  other  arrangements  for  such  services.  The  cost  of  removal  and
re-installation of any Roof Items affected thereby shall be borne by Tenant.

    (d) Tenant or its qualified and properly  insured agents shall, at all times
during  business  hours after  reasonable  prior  notice to Landlord  and with a
representative of Landlord  present,  be permitted use of and access to the roof
for purposes of examination and repair of the Roof Items.

    (e) Upon  termination of this Lease,  Tenant shall disconnect and remove the
Roof  Items,  and fully  repair  and  restore  the roof and all  other  affected
portions of the Building to the same condition as existed prior to  installation
of the Roof Items,  normal wear and tear  excepted.  Tenant's  obligations  with
respect to the Roof Items are identical to Tenant's  obligations with respect to
the Premises and Tenant's personal  property pursuant to this Lease,  including,
without   limitation,    releases,   waivers,    maintenance,    insurance   and
indemnification.

    (f) In no event shall the Roof Items impair the  structural  or  impermeable
integrity of the roof or invalidate any roof warranty.

    (g)  Landlord  has made no warranty or  representation  that any of the Roof
Items are permissible and Tenant assumes all liability and risk in obtaining all
permits and approvals  necessary for the installation and use of the Roof Items.
Landlord  does not warrant or guaranty  that Tenant shall  receive  unobstructed
transmission  or  reception  to or from the Roof  Items and Tenant  assumes  the
liability for the transmission and reception to or from the Roof Items. However,
Landlord  shall  not  hereafter  take any  action  nor  permit  (where  Landlord
reasonably has the ability to prohibit) any other party to take any action which
would hereafter materially impair the operability of the Roof Items.

47. NON-DISTURBANCE. Landlord shall use commercially reasonable efforts to cause
any  current  Lender to execute a  Non-Disturbance  Agreement  on such  Lender's
standard form within thirty (30) days after the later of (a)  encumbrance of the
Development  with a loan (if there is no loan on the Development  upon execution
hereof),  or (b)  the  execution  of  this  Lease  if  there  is a  loan  on the
Development upon execution hereof; provided, however, any failure by Landlord to
obtain such an agreement  notwithstanding  such efforts  shall not  constitute a
default by Landlord  under this Lease nor result in any liability of Landlord to
Tenant for any loss or damage resulting therefrom,  but such failure by Landlord
shall entitle Tenant to terminate this Lease by written notice to Landlord given
within ten (10) days after  Landlord  notifies  Tenant of the expiration of such
thirty (30) day period of time. If Tenant does not  terminate  this Lease within
such ten (10) day period of time,  then Tenant's  right to thereafter  terminate
this  Lease  as a result  of  Landlord's  failure  to  obtain a  Non-Disturbance
Agreement  from any current Lender shall be forfeited and of no further force or
effect, but Landlord shall nevertheless  thereafter  continue using commercially
reasonable  efforts to obtain such  Non-Disturbance  Agreement.  For purposes of
this Lease a "NON-DISTURBANCE  AGREEMENT" shall include subordination provisions
and an  assurance  from  the  beneficiary  under a deed of trust  that  Tenant's
possession and this Lease,  including any options to extend the Lease Term, will
not be disturbed so long as Tenant is not in default under this Lease.

48. INSTALLATION  OF  GENERATOR.   Notwithstanding  anything   to  the  contrary
contained herein,  Landlord hereby grants to Tenant the right to install, in the
location  identified on EXHIBIT "H" attached hereto, a fully enclosed maximum of
1,500 KW diesel or other type of  generator to provide  auxiliary  power for the
Premises (the  "GENERATOR").  Additionally,  Tenant shall have the right, at its
sole cost and  expense,  to change its source of back-up  energy from the diesel
generator  contemplated herein to an alternative energy source (the "ALTERNATIVE
ENERGY SOURCE"),  provided Landlord  reasonably approves of such change based on
aesthetics,  compliance with laws and any and all noise/nuisance issues that may
arise  therefrom.  Any parking spaces which are lost due to the existence of the
Generator and/or AST (defined below),  and/or the Alternative  Energy Source, as
applicable,  will come out of the parking  allocated to Tenant under this Lease.
The  method of  installation  of the  Generator  and/or the  Alternative  Energy
Source,  and  the  screening  therefor  shall  be  subject  to all  governmental
requirements and Landlord's prior written approval,  which approval shall not be
unreasonably  withheld or delayed,  and in no event may the  installation of the
Generator  and/or the Alternative  Energy Source involve the  installation of an
underground  storage tank. The  above-ground  storage tank  associated  with the
Generator  (the "AST") shall be installed in  accordance  with all  governmental
requirements and at a minimum shall not exceed 2,500 gallons in capacity,  shall
be double-walled in thickness, shall contain diesel fuel only (to only power the
Generator), and shall employ at a minimum a double containment system whereby if
the first containment system fails, a second containment system shall be present
to prevent  releases  of  Hazardous  Materials.  For these  purposes,  a sealed,
uncracked  concrete  basement slab  containment  area without drains or a second
tank containment system shall be sufficient to constitute the second containment
system,  provided  it is large  enough to  completely  contain a release  of the
maximum  volume of  Hazardous  Materials  which  could be  present  in the first
containment  system.  If Tenant  desires  to locate the  Generator  and AST in a
location  different  than that  shown on EXHIBIT  "H",  then  Landlord  will not
unreasonably  withhold,  delay or  condition  its  consent  thereto  and  Tenant
acknowledges that any loss of parking  attributable to the Generator and/or AST,
and/or the Alternative  Energy Source will be at Tenant's sole risk and come out
of Tenant's share of parking if and when the Development is ever  multitenanted.
All handling,  use, storage and disposal of Hazardous  Materials relating to the
AST, the Generator,  and/or the Alternative Energy Source, shall be accomplished
by Tenant at its sole cost and  expense in  accordance  with and  subject to the
terms of Paragraph 8(c) above. Upon the expiration or earlier termination of the
Term of this Lease, Tenant, at Tenant's option, may (i) promptly remove from the
Premises,  at its sole cost and expense,  the AST (including the basement slab),
the Generator and the  Alternative  Energy Source,  and all Hazardous  Materials
which are brought upon, stored,  used,  generated or released upon, in, under or
about the Premises or any portion  thereof by Tenant or any of Tenant's  Parties
in connection with the Generator, AST, and/or the Alternative Energy Source, and
(ii) return the  Premises to  substantially  the  condition  in which it existed
prior to Tenant's  installation of the same. Tenant shall be solely  responsible
for complying  with any and all applicable  laws,  rules,  regulations,  orders,
codes,  statutes and ordinances relating to Hazardous  Materials  (collectively,
"HAZARDOUS MATERIALS LAWS") relating to the AST, the Generator,  the Alternative
Energy Source,  and/or Hazardous Materials associated with the same,  including,
without limitation,  all permitting  obligations.  For purposes of the Hazardous
Materials Laws,  Tenant shall be the owner and operator of the AST. Tenant shall
be  responsible  for  ensuring  compliance  by all of Tenant's  Parties with all
Hazardous  Materials  Laws  relating  to the  AST,  the  Generator,  and/or  the
Alternative Energy Source. Any  acknowledgment,  consent or approval by Landlord
of Tenant's  use or handling of  Hazardous  Materials  shall not  constitute  an
assumption  of risk  respecting  the same nor a  warranty  or  certification  by
Landlord that Tenant's proposed use and handling of Hazardous  Materials is safe
or reasonable or in compliance with Hazardous Materials Laws.

    (a)  Environmental  Assessment.  No more frequently than annually during the
Term and for up to one hundred eighty (180) days  thereafter,  Landlord may, and
upon  Landlord's  request,   Tenant  shall,  retain  a  qualified  environmental
consultant (the  "CONSULTANT")  reasonably  acceptable to Landlord to conduct an
investigation of the Premises (the "ENVIRONMENTAL ASSESSMENT") (i) for Hazardous
Materials  contamination  in, about or beneath the Premises relative to the AST,
the Generator,  and/or the Alternative Energy Source, as applicable, and (ii) to
assess the activities of Tenant and all of Tenant's  Parties for compliance with
Hazardous  Materials  Laws and to recommend  the use of  procedures  intended to
reasonably reduce the risk of a release of Hazardous Materials.  The cost of the
Environmental  Assessment shall be the sole  responsibility of Landlord,  unless
the Environmental Assessment discloses a violation by any of Tenant's Parties of
any Hazardous  Materials Laws, in which case the cost will be the responsibility
of Tenant, payable as additional rent under this Lease. If Landlord so requires,
Tenant  shall  comply,  at its  sole  cost  and  expense,  with  all  reasonable
recommendations  contained  in  the  Environmental  Assessment,   including  any
reasonable  recommendations  with respect to  precautions  which should be taken
with  respect to  Tenant's  or  Tenant's  Parties'  activities  at the  Premises
relative to the AST,  the  Generator,  the  Alternative  Energy  Source,  or any
recommendations  for  additional  testing and studies to detect the  presence of
Hazardous  Materials  relative to the AST, the Generator  and/or the Alternative
Energy Source.  Tenant covenants to reasonably cooperate with the Consultant and
to allow entry and reasonable  access to the AST and the  Generator,  and/or the
Alternative Energy Source, for the purpose of the Consultant's investigation.

    (b) Failure to Complete.  If any cleanup or monitoring procedure is required
by any  applicable  governmental  authorities  in or  about  the  Premises  as a
consequence  of  any  Hazardous  Materials  contamination  by  Tenant  or any of
Tenant's Parties relative to the Generator,  AST, and/or the Alternative  Energy
Source,  and the procedure for cleanup is not completed (to the  satisfaction of
all  applicable  governmental  authorities)  prior to the  expiration or earlier
termination of the Term of this Lease  (referred to herein as "TENANT'S  FAILURE
TO  CLEAN-UP"),  then,  without  limiting  any of  Landlord's  other  rights and
remedies contained in this Lease (including,  without limitation,  any indemnity
and  restoration  obligations  of Tenant  contained in this Lease),  Tenant will
additionally  be  liable  for any  income  lost by  Landlord  as a  result  of a
succeeding  verifiable  tenant  delaying  in  paying  rent to  Landlord  under a
succeeding verifiable lease due to Tenant's Failure to Clean-Up.

49. Right of Termination.  In addition to any other right of termination granted
in this Lease,  both parties shall have the right to terminate this Lease by the
delivery of written  notice of  termination  to the other if Landlord  shall not
have  received  all  necessary  building  permits  for the Shell  and  Commenced
Construction  thereon on or before April 30, 2001.  Tenant shall have the right,
at Tenant's  sole  option,  to  terminate  this Lease by the delivery of written
notice to Landlord of termination in the event Landlord shall cease construction
of the Shell prior to the substantial  completion thereof for a period of thirty
(30) or more consecutive days, except for periodic delay caused by force majeure
or Tenant Delays (as defined in the Work Letter  Agreement).  In each case, such
rights of  termination  must be  exercised,  if at all,  by  delivery of written
notice to the other  party  within  twenty-one  (21) days  after the  applicable
deadline  described above and prior to receipt of permits or  recommencement  of
construction (which construction is thereafter  diligently pursued), as the case
may be,  provided,  however,  that any such  termination by Tenant shall only be
effective  upon  Landlord's  lender's  failure to cure or otherwise  satisfy the
requirements  set forth above,  and such failure  continues for a period of more
than fifteen (15) days after said lender's  receipt of notice that such deadline
has passed.  For purposes of this Paragraph 49, "COMMENCED  CONSTRUCTION"  shall
mean commencing of the installation of foundations for the Shell.

50. Effect  of  Termination.  Upon  a  termination  under  Paragraph  49 of this
Addendum, neither party shall have any further obligations hereunder.

51. Access. Subject to damage,  destruction,  condemnation,  reasonable security
measures prescribed by Landlord, and force majeure events described in Paragraph
33 of this Lease, Tenant shall have twenty-four (24) hour per day, three hundred
sixty-five  (365) day per year  access  to and use of the  entire  Premises  and
parking  areas  (except  when  repairs  are being made to the  parking  areas by
Landlord).

52. Consents.  Except  where the  words  "sole" or  "absolute"  are used in this
Lease,  and except for matters which could have an adverse  effect on any of the
items which  under this Lease  Landlord  is  obligated  to repair or maintain or
which affect the exterior  appearance of the  Building,  any time the consent of
Landlord or Tenant is required  under this Lease or any  exhibits  hereto,  such
consent shall not be unreasonably withheld or delayed.

53. Performance  Under Protest.  If at  any time a dispute shall arise as to any
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment  "under  protest"  and such payment  shall not be
regarded as a voluntary payment and there shall survive the right on the part of
said party to  institute  suit for recovery of such sum. If it shall be adjudged
that there was no legal  obligation on the part of said party to pay such sum or
any part  thereof,  said  party  shall be  entitled  to  recover  such sum (with
interest  from the date paid until the date repaid at the  Interest  Rate) or so
much thereof as it was not legally  required to pay under the provisions of this
Lease.

54. Waiver  of  Liens.  Landlord  shall  not be  entitled  to any  statutory  or
contractual  lien or  security  interest in any  personal  property of Tenant or
trade fixtures located on the Premises.

55. Other  Appurtenances.  Tenant  shall  have   the  nonexclusive  right to use
Building shafts,  risers and/or conduits for the installation and maintenance of
conduits,  cables,  ducts,  flues,  pipes, and other devised for communications,
data processing devices,  supplementary HVAC (if necessary) and other facilities
consistent  with Tenant's use of its  Premises.  Tenant shall be entitled to use
all Building stairwells for inter-floor  access.  Subject to the requirements of
the Rules and  Regulations,  Tenant  shall be entitled to install and maintain a
security/access/and  monitoring  system in and on the Premises which may include
"key card" access.

TENANT:                                     LANDLORD:

APRIA HEALTHCARE, INC.,                     MSGW CALIFORNIA I, LLC,
a Delaware corporation                      a Delaware limited liability company


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


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


<PAGE>


                                   EXHIBIT "A"

                           SITE PLAN SHOWING PREMISES

                                [To be supplied]

<PAGE>



                                   EXHIBIT "B"

                        ADJUSTMENTS TO MONTHLY BASE RENT

                                               Rate Per Square
             Lease Year                        Foot Per Month
             ----------                        --------------

                  1                                $1.3000

                  2                                $1.3390

                  3                                $1.3792

                  4                                $1.4205

                  5                                $1.4632

                  6                                $1.5071

                  7                                $1.5523

                  8                                $1.5988

                  9                                $1.6468

                 10                                $1.6962

Prior to the Commencement Date, Landlord will cause its architect to measure and
certify in writing to Landlord the square footage of the Premises  determined to
be the  gross  single-tenant  building  area  as  described  in the  Method  for
Measuring Floor Area in Office Buildings, ANSI Z65.1-1996,  following which time
the Monthly Base Rent and other figures based upon the square feet  contained in
the Premises  shall be determined in accordance  with the rental rates set forth
above.  Except in the case of manifest error, the certification  from Landlord's
architect  shall be  binding  upon  Landlord  and  Tenant.  Notwithstanding  the
foregoing,  the parties  agree that the total  square  footage  for  purposes of
calculating rent for the Premises shall never exceed 100,012 notwithstanding the
fact that the actual square footage may exceed that amount.

<PAGE>


                                   EXHIBIT "C"

                              WORK LETTER AGREEMENT
                              ---------------------
                                   [ALLOWANCE]

This WORK LETTER AGREEMENT  ("Work Letter  Agreement") is entered into as of the
6th day of  December,  2000 by and between  MSGW  CALIFORNIA  I, LLC, a Delaware
limited liability company ("Landlord"),  and APRIA HEALTHCARE,  INC., a Delaware
corporation ("Tenant").

                                R E C I T A L S :
                                 - - - - - - - -

A. Concurrently  with the execution of this Work Letter Agreement,  Landlord and
Tenant have entered into a lease (the "Lease")  covering  certain  premises (the
"Premises")  more  particularly  described in Exhibit "A" attached to the Lease.
All terms not defined herein have the same meaning as set forth in the Lease. To
the extent  applicable,  the provisions of the Lease are incorporated  herein by
this reference.

B.  In consideration of the mutual covenants hereinafter contained, Landlord and
Tenant agree as follows:

1.  TENANT IMPROVEMENTS. As used  in  the Lease and this  Work Letter Agreement,
the term "Tenant Improvements" or "Tenant's  Work"  means those items of general
tenant improvement construction shown on the Final Plans (described in Paragraph
4 below), more particularly described in Paragraph 5 below, to be constructed in
the Premises by Tenant as hereinafter provided.

2.  CONSTRUCTION  AND PAYMENT FOR THE BUILDING  SHELL.  Landlord shall cause the
construction or installation of, or supply, the following items at its sole cost
and expense, in compliance with all applicable governmental  requirements and in
a first class, workmanlike manner (collectively,  the "Shell"), which Tenant may
not  change  or  alter,  except as  provided  in the  Lease or this Work  Letter
Agreement;

(a) Landlord  shall  construct,  at the time and in the manner set forth herein,
each of the  Buildings as a "shell".  The  specifications  and standards for the
Shell are  described  on Schedule 3 and the floor plans and  elevations  for the
Shell  are  described  on  Schedule  2 to this  Work  Letter  Agreement.  Tenant
acknowledges  that Landlord will not commence  preparation  of the  Construction
Documents  for the Shell  (which  shall be based on  Schedule  2 and 3  attached
hereto) until the complete  execution of the Lease. Upon Landlord's receipt of a
building  permit,  Landlord  shall  provide  Tenant with a copy of the permitted
Construction  Documents.  The permitted Construction Documents shall replace and
supercede Schedules 2 and 3.

Landlord shall:

  (i) do all required site work for each of the Buildings, which site work shall
  include the  creation of finished,  certified,  compacted,  and  appropriately
  sloped  buildable pads and shall be located to allow for the  construction  of
  the Buildings  where indicated on the Site Plan attached as Exhibit "A" to the
  Lease;

  (ii) provide utility lines (electrical,  gas,  telephone,  water and sewer) to
  the Buildings as shown in the Construction Documents;

  (iii) provide all access and legally  required,  paved and striped  parking as
  set forth in the Lease,  in  accordance  with the approved site plans for each
  Buildings location,  attached as Exhibit "A". In addition, all landscaping and
  lighting in the Common Areas shall be supplied by Landlord;

  (iv)  construct  and  install  sidewalks,  curbs and gutters  surrounding  the
  Buildings,  and the covered walkway, the plaza and the covered parking, all as
  shown on the Site Plan and Construction  Documents and also as contemplated in
  the Change Plan Amendment plans approved by the City and described on Schedule
  1 attached hereto;

  (v) process,  and shall bear the cost of, building permit fees, and other fees
  to   governmental   agencies  which  are  typical  for  general   construction
  requirements  for the  Shell  and  Common  Areas,  but not any fees  which are
  required solely by virtue of Tenant's unique intended use of the Premises;

  (vi) complete all access roads in the  Development  as shown on the Site Plan;
  and

  (vii)  complete  all  landscaping  in a manner  consistent  with  the  Pacific
  Commercentre Business Park Development .

The work described in clauses (i) through (vii) above is  collectively  referred
to herein as the "Site Work".

(b) Tenant expressly  acknowledges  that Landlord's  obligations with respect to
the  construction  of the Premises is specifically  limited to constructing  the
Shell  and the Site Work at the time and in the  manner  described  herein,  the
providing of the Tenant  Improvement  Allowance,  as is defined  below,  and the
making  available of  Landlord's  contractors  to meet and confer with  Tenant's
Personnel and to reasonably  cooperate  with  Tenant's  contractors  pursuant to
Paragraph  4(c) of the Lease.  All other  improvements,  of  whatsoever  type or
character,   and  all  costs  and  expenses  related  to  same,  which  are  not
specifically  described  in this  Work  Letter  Agreement  or the Lease as being
Landlord's responsibility,  including, without limitation, the work contemplated
in Tenant's Space Plans and/or Final Plans referred to herein, shall be Tenant's
sole and absolute responsibility.

(c) In  connection  with the design and  construction  of the Shell and the Site
Work,  Landlord and Tenant shall conform to the Design and Development  Timeline
attached  hereto as  Schedule 4. On a weekly  basis,  Landlord  shall  report to
Tenant on the  progress of the project to date and, if requested to do so, shall
provide  reasonable   evidence  of  completion  of  any  disputed  milestone  or
benchmark.  In accordance  with said Timeline and as described in and subject to
the limitations  contained in Paragraph 4(c) of the Lease,  Landlord shall cause
the Shell  Availability Date to occur by August 1, 2001 and the Shell Completion
Date (herein so called) to occur by September  17, 2001,  subject in either case
to force majeure delays and Tenant Delays.  The Shell  Completion  Date shall be
the date on which construction of the Shell has been substantially  completed as
evidenced  by a  certificate  from  Landlord's  architect to the effect that the
Shell has been  constructed  in  substantial  conformity  with the  Construction
Documents  and the City of Lake Forest has  finalized  such work as indicated on
its  inspection  card,  save and  except  for  "Punch-List"  items  which do not
materially   interfere  with  Tenant's  ability  to  undertake  and  process  to
completion the Tenant  Improvements  for such  Building.  The Site Work shall be
completed prior to the Shell Completion Date,  except that the soft scape (plant
material  installation)  shall not be undertaken  and completed  until  Landlord
determines  that it may  reasonably do so without risk of loss of the soft scape
work due to the  activities of  contractors  or others on the parcels during the
construction and move in periods of each Building.

(d) Within thirty (30) days following Landlord's receipt thereof, Landlord shall
provide Tenant with a CAD file of the permitted set of Landlord's Shell building
plans, and within thirty (30) days following  completion of the Shell,  Landlord
shall  deliver to Tenant a photocopy  of the field set of plans  relating to the
Shell.

3.  CONSTRUCTION  REPRESENTATIVES.  Landlord  hereby  appoints  Scott  Lanni  as
Landlord's representative  ("Landlord's  Representative") to act for Landlord in
all  matters  covered by this Work  Letter  Agreement.  Tenant  hereby  appoints
Michael Sparkman as Tenant's representative  ("Tenant's  Representative") to act
for  Tenant  in  all  matters  covered  by  this  Work  Letter  Agreement.   All
communications with respect to the matters covered by this Work Letter Agreement
are to made to Landlord's Representative or Tenant's Representative, as the case
may be, in writing in compliance with the notice provisions of the Lease. Either
party may change its representative under this Work Letter Agreement at any time
by written notice to the other party in compliance with the notice provisions of
the Lease.

4.  TENANT IMPROVEMENT PLANS.

(a) PREPARATION  OF SPACE PLANS.  Tenant  shall cause  an architect  selected by
Tenant and  reasonably  satisfactory  to  Landlord  ("Tenant's  Architect"),  to
promptly  prepare  preliminary  space plans for the layout of  Premises  ("Space
Plans"). The Space Plans are to be sufficient to convey the architectural design
of the  Premises  and layout of the Tenant  Improvements  therein  and are to be
submitted  to  Landlord  for  Landlord's   approval.   If  Landlord   reasonably
disapproves  any  aspect of the Space  Plans,  Landlord  will  advise  Tenant in
writing of such disapproval and the reasons therefor. Tenant will then submit to
Landlord,  for Landlord's  approval, a redesign of the Space Plans incorporating
the revisions reasonably required by Landlord.

(b) PREPARATION OF FINAL PLANS.  Based on the approved Space Plans,  Tenant will
cause Tenant's Architect to prepare complete  architectural plans,  drawings and
specifications  and complete  engineered  mechanical,  structural and electrical
working   drawings  for  all  of  the  Tenant   Improvements  for  the  Premises
(collectively,   the  "Final  Plans").  The  Final  Plans  will  show:  (a)  the
subdivision  (including  partitions  and walls),  layout,  lighting,  finish and
decoration  work  (including  carpeting  and  other  floor  coverings)  for  the
Premises;  (b) all internal and external  communications  and utility facilities
which will require conduiting or other improvements from the base Building shell
work and/or within common areas; and (c) all other specifications for the Tenant
Improvements.  The Final Plans will be submitted to Landlord  for  approval.  If
Landlord  reasonably  disapproves any aspect of the Final Plans,  Landlord shall
advise Tenant in writing of such  disapproval and the reasons  therefor.  Tenant
will then cause Tenant's Architect to redesign the Final Plans incorporating the
revisions reasonably requested by Landlord.

(c) REQUIREMENTS  OF TENANT'S  FINAL  PLANS.  Tenant's  Final Plans will include
locations and complete dimensions, and the Tenant Improvements,  as shown on the
Final  Plans,  will:  (i) be  compatible  with the  Building  shell and with the
design,  construction  and  equipment  of the  Building;  (ii)  comply  with all
applicable  laws,   ordinances,   rules  and  regulations  of  all  governmental
authorities having jurisdiction, and all applicable insurance regulations; (iii)
not require Building service beyond the level normally provided to other tenants
in the Development and will not overload the Building  floors;  and (iv) be of a
nature and quality  consistent  with the overall  objectives of Landlord for the
Building, as determined by Landlord in its reasonable discretion.

(d) SUBMITTAL OF FINAL PLANS. Once approved by Landlord and Tenant,  Tenant will
cause  Tenant's   Architect  to  submit  the  Final  Plans  to  the  appropriate
governmental  agencies for plan checking and the issuance of a building  permit.
Tenant will cause Tenant's Architect,  subject to Landlord's  approval,  to make
any  changes  to  the  Final  Plans  which  are  requested  by  the   applicable
governmental  authorities to obtain the building  permit.  After approval of the
Final Plans, no changes  attributable to Tenant's Work costing in excess of Five
Thousand and No/100  Dollars  ($5,000.00)  may be made without the prior written
approval of both Landlord and Tenant.

(e) CHANGES TO SHELL OF BUILDING. If the Final Plans or any amendment thereof or
supplement  thereto shall require changes in the  Construction  Documents or the
Shell, the overall  increased or decreased cost of the Shell work caused by such
changes will be paid for by or credited to Tenant or charged against or credited
to  the  "Allowance"  described  in  Paragraph  5  below.  Any  changes  to  the
Construction  Documents  shall require the prior written  approval of Tenant and
Landlord (not to be  unreasonably  withheld or delayed),  provided that Landlord
shall not need the consent or approval of Tenant for changes to the Construction
Documents that do not materially  affect the Tenant  Improvements  or materially
alter the character of the Building.

(f) SCHEDULE OF VALUES.  Prior to the commencement of construction of any of the
Tenant  Improvements shown on the Final Plans,  Tenant will submit to Landlord a
written  Preliminary  Schedule of Values in AIA format,  that reflect the Tenant
Improvement  Allowance  and its  allocation  as based on  Tenant's  contractor's
Schedule of Values,  Landlord will either  approve the  Preliminary  Schedule of
Values or disapprove  specific items and submit the disapproved  items to Tenant
for  revisions  and  re-submission  to Landlord for  approval.  The  Preliminary
Schedule of Values finally approved by Landlord shall be revised and resubmitted
to Landlord  for  approval  should any  modifications  be  necessary  to reflect
changes in the  Tenant's  Final  Plans  required  by the City.  Upon  Landlord's
approval of the  Preliminary  Schedule of Values and the City's  approval of the
Final Plans on which it is based (such approved  Preliminary  Schedule of Values
to be hereinafter known as the "Schedule of Values"), Tenant will have the right
to commence the construction of the items included in the Schedule of Values and
other items of Tenant Work, pursuant to Paragraph 6 hereof.

5.  PAYMENT FOR THE TENANT IMPROVEMENTS.

(a) ALLOWANCE.  Landlord hereby grants to Tenant a tenant improvement  allowance
of $31.00 per square foot of the Premises (the "Allowance"). The Allowance is to
be used only for the following (the "Work Costs"):

  (i) Up to $2.00 per  square  foot may be charged  against  the  Allowance  for
  payment of the cost of  preparing  the Space  Plans and the Final  Plans,  and
  Tenant related architectural  services,  exclusive of the items in clause (ii)
  immediately following.

  (ii) The payment of the cost of  preparation  of Tenant's fire and life safety
  systems, mechanical,  electrical, plumbing and structural drawings, as well as
  plan check,  permit and license fees  relating to  construction  of the Tenant
  Improvements.

  (iii) Construction of the Tenant Improvements occurring after execution of the
  Lease, including, without limitation, the following:

  (aa)  Installation  within the  Premises  of all  partitioning,  doors,  floor
  coverings,  ceilings, wall coverings and painting, millwork and similar items,
  and installation of a single door exterior entrance to the Premises;

  (bb) All electrical wiring, computer and telephone cabling, lighting fixtures,
  outlets and switches, and other electrical work necessary for the Premises;

  (cc) The  furnishing  and  installation  of all  duct  work,  terminal  boxes,
  diffusers  and  accessories  necessary  for the heating,  ventilation  and air
  conditioning systems within the Premises;

  (dd) Any additional  improvements to the Premises required for Tenant's use of
  the Premises  including,  but not limited to, odor control,  special  heating,
  ventilation and air conditioning,  noise or vibration control or other special
  systems or improvements;

  (ee) All fire and life safety control systems such as fire walls,  sprinklers,
  halon, fire alarms,  including piping,  wiring and accessories,  necessary for
  the Premises;

  (ff) All plumbing, fixtures, pipes and accessories necessary for the Premises;

  (gg) Testing and inspection costs;

  (hh) Fees for  Landlord's  tenant  improvement  coordinator  in the  amount of
  $50,000.00;

  (ii)  Notwithstanding  the draw schedule set forth in Paragraph 5(c) below, up
  to $1.75 per square foot may be charged  against the  Allowance for payment of
  fees for Tenant's  outside  project  manager,  one-half (1/2) of which will be
  paid  within ten (10) days after  Tenant  notifies  Landlord  that  Tenant has
  acquired a building permit for the Tenant Improvements, and the other one-half
  (1/2)  of  which  will be paid  with  the  Retainage  described  in  Paragraph
  5(c)(iii) below; and

  (jj) Up to $2.00 per square foot may be charged  against the Allowance for the
  actual,  out-of-pocket  costs and expenses  incurred by Tenant in  conjunction
  with Tenant's move into the Premises, including, without limitation, voice and
  data cabling expenses and incidental moving expenses.

(b) EXCESS COSTS. The cost of each item referenced in Paragraph 5(a) above shall
be charged against the Allowance. If the Work Cost exceeds the Allowance, Tenant
shall be entirely responsible for such excess. In no event will the Allowance be
used to pay for Tenant's  furniture,  artifacts,  equipment,  telephone  systems
(excluding  cabling) or any other item of personal property which is not affixed
to the Premises.

(c) DISBURSEMENT OF CONSTRUCTION  ALLOWANCE.  Provided Tenant  is not in default
under the Lease or this Work  Letter  Agreement,  Landlord  shall  disburse  the
Allowance to Tenant to reimburse Tenant for the actual  construction costs which
Tenant incurs in connection with the construction of the Tenant  Improvements in
accordance with the following:

  (i) Tenant  shall  deliver to  Landlord,  by the fifth (5th) day of each month
  (the  "Current  Month"),  an  application  for payment in the form of a typed,
  itemized, reasonably detailed statement (the "Statement"). The Statement shall
  be  applicable  to the period  commencing  on the first (1st) day of the month
  preceding  the  Current  Month and  ending on the last day of such  month (the
  "Payment Request Period").  The Statement shall reflect the same percentage of
  completion  of the various  Tenant  Improvements  line items as submitted  for
  payment by the Tenant contractor(s). Delivered with the Statement shall be (A)
  evidence of the absence of liens  which are the  subject of the  Statement  as
  reasonably required by Landlord  (including  conditional lien releases (except
  for the Retainage) applicable to all work performed during the Payment Request
  Period and unconditional lien releases  applicable to all work performed prior
  to the  Payment  Request  Period),  and  (B) a copy of  Tenant's  contractor's
  Schedule of Values showing the percentage of completion of the Tenant Work for
  the  Payment  Request  Period  (collectively,  the  "Supporting  Items").  The
  Statement shall constitute a representation by Tenant that the work identified
  therein as having been  performed has been approved by Tenant and performed in
  a good and workmanlike  manner and in accordance with the  requirements of the
  Lease and this Work Letter Agreement.

  (ii) Landlord will review the  Statement for each Payment  Request  Period and
  will,  within  twenty-five  (25) days after receipt of said  Statement and the
  Supporting Items, pay to Tenant, who shall pay to Tenant's contractor,  ninety
  percent  (90%) of the amount  reflected in the Schedule of Values for the work
  covered by the Payment  Request,  except that in the event  Landlord  does not
  approve a Statement for reasons related to defective or  unsatisfactory  work,
  Landlord will only be obligated to pay ninety  percent (90%) of the portion it
  approves.  The balance of the approved  amount (ten percent (10%) unless it is
  more due to defective work) will be retained (the "Retainage") by Landlord and
  accumulated  for each  application  for  payment.  Within  ten (10) days after
  receipt of a Statement,  Landlord shall notify Tenant in writing of the reason
  for  withholding  any portion of the amount set forth in such  Statement.  Any
  single  payment,  or series of payments,  by Landlord in excess of said ninety
  percent  (90%) sum shall not  constitute a waiver of  Landlord's  right to pay
  only  ninety  percent  (90%)  in the  future.  Except  for sums  withheld  for
  defective  or  unsatisfactory  work  that  is  later  remedied  to  Landlord's
  reasonable  satisfaction,  which  shall  be  itemized  by  Tenant  on the next
  Statement,  no portion  of the sums  retained  by  Landlord  pursuant  to this
  subparagraph  shall be payable  until the final  payment by  Landlord  is made
  pursuant to this Work Letter Agreement.

  (iii) The  Retainage  payment shall be due and payable  thirty-five  (35) days
  after  recordation of a valid Notice of Completion  with respect to the Tenant
  Improvement  Work,  provided Tenant has timely  delivered to Landlord the last
  Statement and Supporting Items.

  (iv) Each Statement shall only include amounts for work authorized  under this
  Work Letter Agreement and actually performed.

  (v) Notwithstanding  anything to the contrary set forth above,  Landlord shall
  not be required to make the Retainage payment until (A) Tenant's Architect has
  certified to Landlord  that the Tenant  Improvements  have been  substantially
  completed  in  accordance  with the Final Plans,  (B) Tenant has  delivered to
  Landlord  one  (1)  set  of  reproducible  "as-built"  plans  for  the  Tenant
  Improvements  as prepared by Tenant's  Architect,  and (C) Tenant has accepted
  possession of the Premises and opened for business  therein in accordance with
  the Lease.

(d) UNUSED  ALLOWANCE  AMOUNTS.  Any   unused  portion  of  the  Allowance  upon
completion  of the  Tenant  Improvements  will not be  refunded  to Tenant or be
available  to Tenant as a credit  against any  obligations  of Tenant  under the
Lease.

6.  CONSTRUCTION OF TENANT IMPROVEMENTS.  Tenant shall enter into a construction
contract (the "Construction  Contract") with a contractor  reasonably acceptable
to Landlord,  for the installation of the Tenant Improvements in accordance with
the Final Plans.  Tenant shall  supervise the  completion of such work and shall
use diligent efforts to secure  completion of the Tenant  Improvements in a good
and workmanlike  manner in accordance with the Final Plans and the  Construction
Contract. Landlord shall have the right to approve all change order requests for
work costing in excess of Five Thousand and No/100 Dollars ($5,000.00); provided
Landlord  responds to a change order  request  within three (3) business days of
request.  Tenant  agrees to use diligent  efforts to cause  construction  of the
Tenant  Improvements to commence  promptly  following the issuance of a building
permit for the Tenant Improvements and after the Shell Availability Date.

7.  TENANT DELAYS. For purposes of this Work Letter  Agreement,  "Tenant Delays"
means any delay in the  availability  or completion of the Shell  resulting from
any or all of the following:  (a) Tenant's  failure to timely perform any of its
obligations  under the Lease or this Work Letter  Agreement;  (b) changes to the
Construction  Documents resulting from the Tenant Improvements or Tenant's Final
Plans; or (c) Tenant's or Tenant's  Representatives' (as defined in Paragraph 11
hereof)  early  entry  into  the  Shell  prior  to   Landlord's   completion  of
construction  thereof  pursuant to Paragraph 4(c) of the Lease and/ or Paragraph
11 of this Work Letter Agreement.  Tenant Delays shall not include any period of
delay caused by a Landlord Delay.

8.  COMMENCEMENT DATE AND SUBSTANTIAL COMPLETION.

(a) COMMENCEMENT  DATE.  Subject  to the terms of  Paragraph  9 below  regarding
Landlord  Delays,  the Term of the Lease  will  commence  on (the  "Commencement
Date") December 1, 2001, regardless of when Tenant completes construction of the
Tenant  Improvements.  Notwithstanding the immediately  preceding sentence,  for
each day that  substantial  completion  of the  Tenant  Improvements  is delayed
because of force  majeure  delays (as  described  in  Paragraph 33 of the Lease)
first  occurring  prior to  November  1, 2001,  the  Commencement  Date shall be
correspondingly  postponed  one day.  However,  in no event shall force  majeure
delays  exceed  fifteen  (15)  days  for  purposes  of  determining  the  actual
Commencement Date pursuant to the foregoing.

(b) SUBSTANTIAL  COMPLETION;  PUNCH-LIST.  For purposes of Subparagraph  5(c)(v)
above, the Tenant  Improvements will be deemed to be  "substantially  completed"
when Tenant's  Architect  certifies in writing to Landlord and Tenant that:  (a)
all of the  Tenant  Improvement  Work to be  performed  under  this Work  Letter
Agreement has been completed,  other than decoration and minor "punch-list" type
items and adjustments which do not materially  interfere with Tenant's access to
or use of the Premises;  and (b) Tenant has obtained a temporary  certificate of
occupancy or other  required  equivalent  approval  from the local  governmental
authority permitting  occupancy of the Premises.  Tenant will be responsible for
causing its contractor to diligently complete all "punch-list" items relating to
the Tenant Improvements.

(c) CERTAIN DELAY  PENALTIES.  For every day beyond August 1, 2001 that Landlord
fails to cause the Shell Availability Date to occur for reason other than Tenant
Delays and force majeure delays as described in Paragraph 33 of the Lease and/or
for every day beyond  September 17, 2001 that Landlord  fails to cause the Shell
Completion  Date to occur for reason other than Tenant  Delays and force majeure
delays as described in Paragraph 33 of the Lease,  as Tenant's sole remedies for
any such  failure(s)  (except as  provided  for in  Paragraph  49 of the Lease),
Tenant shall be entitled to a two day Monthly Base Rent credit.  Notwithstanding
anything  else herein to the  contrary,  Tenant's  obligations  to pay Operating
Expenses shall commence upon Tenant's entry into the Building for the purpose of
commencing  its business  operations  therein.  In no event shall force  majeure
delays exceed sixty (60) days in the aggregate  when  determining  the number of
days that Landlord may be late beyond August 1, 2001 for the Shell  Availability
Date and September 17, 2001 for the Shell Completion Date.

9.  LANDLORD  DELAYS.  For  purposes  of this Work Letter  Agreement,  "Landlord
Delays" mean any delay in the  completion of the Tenant  Improvements  resulting
from  any or all of the  following:  (a)  any  actual  delay  in  completion  of
construction of the Tenant  Improvements  resulting from  Landlord's  failure to
timely perform any of its obligations  pursuant to the Lease or this Work Letter
Agreement;  (b)  Landlord's  changes  to the Space  Plans or Final  Plans  after
Landlord's  approval  thereof;   (c)  Landlord's  failure  to  cause  the  Shell
Availability  Date to occur by August 1, 2001 for any reason  other than  Tenant
Delays; or (d) Landlord's failure to cause the Shell Completion Date to occur by
September  17, 2001 for any reason  other than  Tenant  Delays.  If  substantial
completion  of the Tenant  Improvements  is delayed as a result of any  Landlord
Delays as described in this  Paragraph  9, then the  Commencement  Date as would
otherwise  have been  established  pursuant to  Subparagraph  8(a) above will be
postponed by the number of days of such Landlord Delays.

10. MISCELLANEOUS CONSTRUCTION COVENANTS.

(a) NO LIENS.  At no time shall Tenant do or permit  anything to be done whereby
the Tenant  Improvements  or the Premises  may be  subjected to any  mechanic's,
materialmen's or other liens or encumbrances  arising out of the construction of
the Tenant  Improvements,  and if any  mechanic or  materialmen  liens are filed
against the Tenant  Improvements or the Premises as a result of or in connection
with the construction of the Tenant Improvements, Tenant shall immediately cause
such liens to be removed  of record by either  paying off the lien or  procuring
and recording a release bond in accordance  with  California  Civil Code Section
3143 and Section  3171.  If Tenant  fails to remove such lien,  and such failure
continues  after written  demand by Landlord for the period of time specified in
Paragraph  15 of  the  Lease,  Landlord  shall  have  the  right,  but  not  the
obligation,  in addition to all other rights and remedies  available to Landlord
under the  Lease and this Work  Letter  Agreement,  to  procure  and cause to be
recorded a statutory  lien  release  bond and to deduct from the  Allowance  all
costs incurred in procuring such bond. Landlord shall have the right at any time
and from time to time to post and maintain on the  Premises  such notices as may
be  necessary to protect the Tenant  Improvements  and the Premises and Landlord
from mechanic's liens, materialmen's liens or liens of a similar nature. .

(b) DILIGENT  CONSTRUCTION.  Tenant will promptly,  diligently and  continuously
pursue construction of the Tenant Improvements to successful  completion in full
compliance with the Final Plans, the Construction  Contract and this Work Letter
Agreement.   Landlord  will  promptly,   diligently  and   continuously   pursue
construction  of the Shell and the Site Work to  successful  completion  in full
compliance  with the  permitted  Construction  Documents  and this  Work  Letter
Agreement.  Landlord  and Tenant  shall  cooperate  with one another  during the
performance  of Landlord's  work and Tenant's Work to effectuate  such work in a
timely and compatible manner.

(c) COMPLIANCE  WITH LAWS.  Tenant will construct the Tenant  Improvements,  and
Landlord  will  construct  the Shell and complete  the Site Work,  in a safe and
lawful  manner.  Tenant shall,  at its sole cost and expense,  subject to proper
application of the Allowance as provided herein, comply with all applicable laws
and all regulations and requirements of, and all licenses and permits issued by,
all municipal or other governmental bodies with jurisdiction, in connection with
the  construction of the Tenant  Improvements.  Landlord shall, at its sole cost
and  expense,   comply  with  all  applicable   laws  and  all  regulations  and
requirements  of, and all licenses and permits issued by, all municipal or other
governmental  bodies with  jurisdiction,  in connection with the construction of
the  Shell and the Site  Work.  Each  party  shall  provide  copies of all filed
documents and all permits and licenses to the other promptly  following request.
Any portion of the Tenant Improvements which is not acceptable to any applicable
governmental  body,  agency or  department,  or not reasonably  satisfactory  to
Landlord,  shall be promptly repaired or replaced by Tenant at Tenant's expense.
Any portion of the Shell or Site Work which is not  acceptable to any applicable
governmental body, agency or department,  shall be promptly repaired or replaced
by Landlord at Landlord's  expense.  Notwithstanding  any failure by Landlord to
object to any such Tenant  Improvements,  Landlord shall have no  responsibility
therefor.  Notwithstanding  any  failure by Tenant to object to the Shell or any
such Site Work,  Tenant  shall have no  responsibility  therefor.  Tenant  shall
notify Landlord in writing not less than ten (10) days prior to the commencement
of the  construction  of any  portion  of the  Tenant  Improvements  as to name,
telephone  number and  responsible  party for each and every  contractor  and/or
subcontractor who is about to commence work at the Premises.

(d) INDEMNIFICATION.

  (i) Tenant hereby  indemnifies and agrees to defend and hold Landlord harmless
  from and against any and all suits, claims, actions, losses, costs or expenses
  (including,  without  limitation,  claims for  workers'  compensation)  of any
  nature  whatsoever,  together with  reasonable  attorneys' fees for counsel of
  Landlord's   choice,   arising  out  of  or  in  connection  with  the  Tenant
  Improvements or the performance of Tenant's Work  (including,  but not limited
  to, claims for breach of warranty, personal injury or property damage), except
  for claims arising out of any breach by Landlord of its obligations under this
  Work  Letter  Agreement  or any  negligent  act or omission of Landlord or its
  agents or employees.

  (ii) Landlord hereby indemnifies and agrees to defend and hold Tenant harmless
  from and against any and all suits, claims, actions, losses, costs or expenses
  (including,  without  limitation,  claims for  workers'  compensation)  of any
  nature  whatsoever,  together with  reasonable  attorneys' fees for counsel of
  Tenant's  choice,  arising out of or in connection  with  construction  of the
  Shell,  or the  performance of the Site Work  (including,  but not limited to,
  claims for breach of warranty, personal injury or property damage), except for
  claims arising out of any breach by Tenant of its obligations  under this Work
  Letter  Agreement or any  negligent act or omission of Tenant or its agents or
  employees.

(e) INSURANCE. Construction of the Tenant Improvements shall not proceed without
Tenant  causing  its  contractor  to first  acquire  legally  required  workers'
compensation (or if not legally required, substantially equivalent coverage) and
comprehensive  general public liability insurance and property damage insurance,
with minimum  coverage of  $2,000,000 or such other amount as may be approved by
Landlord in writing and issued by an insurance company  reasonably  satisfactory
to Landlord.  Prior to commencing the  construction of the Tenant  Improvements,
certificates of such insurance shall be furnished to Landlord. All such policies
shall  provide  that  thirty  (30) days prior  notice  must be given to Landlord
before  modification,   termination  or  cancellation.  All  insurance  policies
maintained  pursuant to this Work Letter  Agreement  shall name Landlord and any
lender with an interest in the Premises as  additional  insureds and comply with
all of the applicable terms and provisions of the Lease relating to insurance.

(f) CONSTRUCTION  DEFECTS.  Landlord shall have no responsibility for the Tenant
Improvements  and Tenant will be responsible  for maintaining and repairing same
as provided  in the Lease.  Tenant  shall  reimburse  Landlord  for any costs or
expenses  incurred  by  Landlord  during  the Term of the Lease by reason of any
inadequate cleanup following completion of the Tenant Improvements.

(g) SYSTEMS.  Tenant agrees to be entirely  responsible for the balancing of all
heating,  ventilating or air  conditioning  in the Premises and/or the balancing
and maintenance of all independent  heating,  ventilating or air conditioning in
the Premises and/or the maintenance of the electrical or plumbing work installed
by Tenant  or its  contractor  and/or  the  maintenance  of  lighting  fixtures,
partitions,  doors,  hardware or any other  installations  made by Tenant or its
contractor.   The  subcontractors   designing  and  installing  the  mechanical,
electrical,  plumbing  and  fire/life  safety  systems  shall be  subject to the
reasonable prior approval of Landlord.

(h) COORDINATION WITH LEASE.  Nothing herein contained shall be construed as (i)
constituting  Tenant as Landlord's agent for any purpose  whatsoever,  or (ii) a
waiver by Landlord of any of the terms or provisions  of the Lease.  Any default
by Tenant or Landlord with respect to any portion of this Work Letter  Agreement
shall be deemed a breach of the Lease for which the  non-defaulting  party shall
have all the rights and remedies as in the case of a breach of said Lease.

(i) APPROVAL OF PLANS. Landlord will not check Tenant drawings for building code
compliance. Approval of the Final Plans by Landlord is not a representation that
the drawings are in compliance with the  requirements of governing  authorities,
and it shall be Tenant's  responsibility  to meet and comply  with all  Federal,
state,  and  local  code  requirements.  Approval  of the Final  Plans  does not
constitute  assumption of  responsibility by Landlord or its architect for their
accuracy, sufficiency or efficiency, and Tenant shall be totally responsible for
such matters.

(j) TENANT'S  DELIVERIES.  Tenant shall  deliver to Landlord,  at least five (5)
days prior to the  commencement  of construction of Tenant's Work, the following
information:

  (i)  The  names  and  addresses  of the  general,  mechanical  and  electrical
  contractors Tenant intends to engage in the performance of Tenant's Work;

  (ii)  The  date on  which  Tenant's  Work  will  commence,  together  with the
  estimated dates of completion of Tenant's construction and fixturing work, and
  the date on which  Tenant  expects  to be  ready to open for  business  in the
  Building;

  (iii) A copy of the fully executed Construction Contract; and

  (iv)  An  itemized  statement  of  estimated   construction  costs,  including
  architectural, engineering and
contractors' fees.

(k) QUALIFICATION  OF CONTRACTORS.  All contractors  engaged by Tenant shall  be
bondable,  licensed  contractors,  possessing good labor  relations,  capable of
performing  quality  workmanship and working in harmony with Landlord' s general
contractor and other contractors on the job.

(l) WARRANTIES.  Tenant shall cause its contractor to provide warranties for not
less than one (1) year against defects in workmanship, materials and equipment.

(m) AS-BUILT  DRAWINGS.  Tenant  shall cause  reproducible  "As-Built  Drawings"
(excluding furniture, fixtures and equipment) to be delivered to Landlord by the
date set forth in  Paragraph  5(c) above.  In the event these  drawings  are not
received by such date, Landlord may, at its election,  cause said drawings to be
obtained and Tenant  shall pay to  Landlord,  as  additional  rent,  the cost of
producing these drawings.

11. INSPECTIONS  BY  TENANT.  Tenant or any  of its  representatives  ("Tenant's
Representatives")  shall have the right to enter onto the Premises at reasonable
times,  subject to  delivery of  reasonable  prior  notice to  Landlord  and its
general  contractor,  for the purpose of inspecting  the  construction  thereof,
provided  that such  inspection  shall not delay or hinder  construction  in any
material way whatsoever.  Tenant's  Representatives shall comply with all safety
rules and  regulations  imposed by Landlord  and/or its general  contractor  and
shall comply with the terms and  conditions of Paragraph  4(c) of the Lease.  In
addition,  Landlord shall provide Tenant's Representatives with such information
concerning the  construction  of the Premises as may be reasonably  requested by
Tenant's Representatives. Upon the reasonable request of Landlord, Tenant agrees
to cause  Tenant's  Representatives  to make  periodic  inspections  of critical
stages of  construction  in an effort to minimize the  occurrence of substantial
"tear out" and  reconstruction  of completed  work.  However,  no  inspection or
approval by Tenant's Representatives shall affect Landlord's representations and
warranties,  or be construed as a waiver of Tenant's rights, with respect to any
defect in  construction  or deviation from the  Construction  Documents,  unless
agreed to in writing by Tenant.

IN WITNESS  WHEREOF,  the undersigned  Landlord and Tenant have caused this Work
Letter Agreement to be duly executed by their duly authorized representatives as
of the date of the Lease.

TENANT:                                     LANDLORD:

APRIA HEALTHCARE, INC.,                     MSGW CALIFORNIA I, LLC,
a Delaware corporation                      a Delaware limited liability company


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


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

<PAGE>



                                   SCHEDULE 1

                   CHANGE PLAN AMENDMENT DESCRIPTION OF PLANS


<PAGE>



                                   SCHEDULE 2

                           FLOOR PLANS AND ELEVATIONS


<PAGE>



                                   SCHEDULE 3

                    PRELIMINARY SPECIFICATIONS AND STANDARDS


<PAGE>



                                   SCHEDULE 4

                         DESIGN AND DEVELOPMENT TIMELINE


<PAGE>



                                   EXHIBIT "D"

                           NOTICE OF LEASE TERM DATES
                             AND TENANT'S PERCENTAGE

To: _________________________________   Date:_________________________________



Re:  Lease dated  _______________,  20__ (the  "Lease"),  between  _____________
______________,  Landlord,  and _______________________________________________,
Tenant, concerning building located at _________________________________________
(the "Premises").

To Whom It May Concern:

In  accordance  with the  subject  Lease,  we wish to advise  and/or  confirm as
follows:

1. That the  Premises  have been  accepted by the Tenant as being  substantially
complete in accordance with the subject Lease and that there is no deficiency in
construction except as may be indicated on the "Punch-List" prepared by Landlord
and Tenant, a copy of which is attached hereto.

2. That the Tenant has possession of the subject Premises and acknowledges  that
under   the    provisions    of   the   Lease   the    Commencement    Date   is
______________________________,  and  the  Term  of the  Lease  will  expire  on
______________________________.

3.  That  in   accordance   with  the  Lease,   rent   commenced  to  accrue  on
____________________.

4. If the  Commencement  Date of the  Lease is other  than the  first day of the
month,  the first  billing  will  contain a pro rata  adjustment.  Each  billing
thereafter  will be for the full amount of the monthly  installment  as provided
for in the Lease.

5. Rent is due and  payable in advance on the first day of each and every  month
during  the Term of the  Lease.  Your  rent  checks  should be made  payable  to
___________________________________ at ____________________________________.

6. The number of square  feet within the  Premises  is  ________  square feet as
determined by Landlord's architect in accordance with the terms of the Lease.

7. Tenant's Percentage,  as adjusted based upon the number of square feet within
the Premises, is ________%.

                                        LANDLORD:

                                        _____________________________________,
                                        a____________________________________


                                        By:__________________________________
                                          Print Name:________________________
                                          Title:_____________________________

                                        By:__________________________________
                                          Print Name:________________________
                                          Title:_____________________________


                                   SAMPLE ONLY

                               [NOT FOR EXECUTION]

<PAGE>



                                   EXHIBIT "E"

                                      LEASE

                          [SINGLE TENANT - TRIPLE NET]

                        DEFINITION OF OPERATING EXPENSES

1.  Items Included in Operating Expenses. The term "Operating  Expenses" as used
in the Lease to which this  Exhibit  "E" is  attached  means the sum of Building
Operating Expenses and Common Area Operating Expenses.

Building  Operating Expenses shall mean, with respect to any period, and without
duplication,  all reasonable and customary costs of whatsoever type of character
paid or  incurred  by  Landlord  during  such  period  in  connection  with  the
operation,  repair and  maintenance of the Buildings (but excluding  those items
specifically  set forth in  Paragraph  2,  below)  as  determined  by  generally
accepted  accounting  practices,  consistently  applied,  including,  by  way of
illustration  and  not  limitation,  the  following:  (1)  Landlord's  costs  of
fulfilling  its  obligations  pursuant to Paragraph  14(c) of the Lease,  to the
extent  Landlord  is  entitled  to pass  through  said  costs  pursuant  to said
Paragraph;  (2)  amortization  on a straight  line  basis  over the useful  life
(together with interest at the Interest Rate on the unamortized  balance) of all
capitalized  expenditures  for the Building,  other than in connection  with the
original construction,  which are (a) reasonably intended to produce a reduction
of Operating  Expenses or energy  consumption;  or (b) nonstructural  items, (3)
Landlord's  insurance  for the  Buildings,  as provided in  Paragraph  19 of the
Lease, (4) Real Property Taxes as defined in Paragraph 12 of the Lease,  imposed
against the Buildings and other  improvements  on the legal parcels on which the
Buildings  are  located  (approximately  7.23  acres),  (5)  all  sewer,  water,
electricity,  and other  utility  charges  to the extent  not paid  directly  by
Tenant,  and utilities  surcharges  and any other costs,  levies or  assessments
resulting  from  statutes  or  regulations  promulgated  by  any  government  or
quasi-government  authority in connection with the use,  occupancy or alteration
of the Building or the Premises or the parking  facilities  serving the Building
or the  Premises,  (5) labor costs  incurred in the  operation and repair of the
portion  of the  Buildings  that  is  Landlord's  obligation  under  the  Lease,
including without limitation,  supplies,  wages, and salaries (including payroll
taxes and similar  governmental  charges  related  thereto) of  employees at the
grade of building  manager or below that are used in the  management,  operation
and maintenance of the Buildings, (6) supplies,  equipment and related operating
expenses, and a management/administrative fee of five percent (5%) of the annual
Building Operating Expenses,  (7) reasonable  accounting,  audit,  verification,
legal and  other  consulting  fees  related  directly  to the  operation  of the
Development,  (8)  amortization  on a straight  line basis over the useful  life
(together with interest at the Interest Rate on the unamortized  balance) of all
costs resulting from Landlord's  replacement during any Option Term of the roof,
HVAC above the roof level, and/or the Building elevators;

Common  Area  Expenses  shall  mean,   with  respect  to  any  period,   without
duplication, all reasonable and customary costs and expenses paid or incurred by
Landlord during such period, or operation,  repair and maintenance of the Common
Areas of the Development (as such terms are defined in the Lease); as determined
by generally accepted accounting practices,  consistently applied, including the
following costs by way of illustration  but not limitation,  but excluding those
items  specifically  set forth in Paragraph 2 below: (1) any and all assessments
assessed  against the Common Areas  pursuant to any  covenants,  conditions  and
restrictions affecting the Development or the Common Areas ("CC&R Assessments"),
including, without limitation, that certain Declaration of Covenants, Conditions
and Restrictions for the  MSGW/Pacific  Commercentre  recorded as Instrument No.
19980801866 in the Official Records of Orange County,  California, as amended to
date (the  "CC&R's");  (b) water and sewer charges and the costs of electricity,
and other  utilities  serving the Common  Areas;  (c) costs of insurance for the
Common Areas not paid by Tenant pursuant to the paragraph immediately above; (d)
waste disposal and janitorial  services  related solely to the Common Areas; (e)
security  for the Common  Areas (if  Landlord  elects,  in its sole and absolute
discretion,  to obtain  security  services  or  equipment,  or if part of a CC&R
Assessment);  (f) labor costs incurred in the operation,  repair, and management
of the Development,  including without limitation,  supplies, wages and salaries
(including  payroll taxes and similar  governmental  charges related thereto) of
employees  at the  grade  of  building  manager  or  below  that are used in the
management,  operation  and  maintenance  of the  Development;  (g)  Development
management  office  rental (not to exceed the  prevailing  market  rental rate),
supplies,     equipment    and    related    operating    expenses,     and    a
management/administrative  fee of five  percent  (5%) of the annual  Common Area
Expenses of the Development  (which fee may be included in the CC&R Assessments;
Landlord is only entitled to the fee to the extent  Landlord  actually  performs
said tasks and they are not performed by the Declarant or Association  under the
CC&R's);  (h)  supplies,  materials,  equipment  and tools  including  rental of
personal  property  used for  maintenance  of the  Common  Area;  (I) repair and
maintenance of the plumbing,  irrigation,  electrical,  drainage and storm drain
systems of the Common Area; (j) maintenance, costs and upkeep of all parking and
other Common  Areas;  (k)  depreciation  on a straight  line basis and rental of
personal property used in maintenance of the Common Areas; (l) amortization on a
straight  line  basis  over the useful  life of all  non-structural  capitalized
expenditures  related to the Common  Areas,  other than in  connection  with the
initial  construction,  which are (i) reasonably intended to produce a reduction
in  operating  charges  or  energy  consumption;  or  (ii)  required  under  any
governmental law or regulation that was not applicable to the Development at the
time it was originally constructed;  or (iii) for replacement of any Development
equipment  needed to operate the Development at the same quality levels as prior
to the  replacement;  (m) costs and expenses or gardening  or  landscaping;  (n)
maintenance of signs (other than Tenant's  signs,  and signs of other tenants of
the Development,  or relating to marketing  activities);  (o) personal  property
taxes levied on or attributable to personal property used in connection with the
Common Areas; (p) reasonable accounting, audit, legal and other consulting fees;
and (q) costs and  expenses of  repairs,  resurfacing,  repairing,  maintenance,
painting, lighting, cleaning, refuse removal, security and similar items.

2. Items Excluded From  Operating  Expenses.  Notwithstanding  the provisions of
Paragraph 1 above to the contrary,  "Operating  Expenses" will not include:  (a)
Landlord's federal or state income, franchise,  inheritance or estate taxes; (b)
any ground lease rental; (c) costs incurred by Landlord for the repair of damage
to the extent that Landlord is reimbursed by insurance or condemnation  proceeds
or by tenants, warrantors or other third persons; (d) depreciation, amortization
and interest  payments,  except on materials,  tools,  supplies and  vendor-type
equipment  purchased by Landlord to enable Landlord to supply services  Landlord
might  otherwise  contract  for with a third  party,  where  such  depreciation,
amortization  and interest  payments  would  otherwise have been included in the
charge for such third party's  services,  all as  determined in accordance  with
standard  accounting  practices;  (e)  brokerage  commissions,   finders'  fees,
attorneys'  fees,  space  planning costs and other costs incurred by Landlord in
leasing  or  attempting  to  lease  space  in  the  Development;  (f)  interest,
principal,  points and fees on debt or  amortization  on any  mortgage,  deed of
trust or other debt  encumbering  the  Building or the  Development;  (g) costs,
including  permit,  license and inspection  costs,  incurred with respect to the
installation of tenant  improvements  for tenants in the Development  (including
the original Tenant Improvements for the Premises), or incurred in renovating or
otherwise improving,  decorating,  painting or redecorating space for tenants or
other occupants of the Development, including space planning and interior design
costs and fees; (h) attorneys' fees, costs and  disbursements and other expenses
incurred in connection with  negotiations or disputes with tenants or occupants,
and leasing  commissions,  attorneys' fees,  improvement  costs,  space planning
costs,  permit,  license  and  inspection  costs  and other  costs and  expenses
incurred in connection with leasing space to, or negotiating  with,  prospective
tenants or other occupants;  (i) except for the  administrative/management  fees
described in  Subparagraph  1(i) above,  costs of Landlord's  general  corporate
overhead; (j) all items and services for which Tenant or any other tenant in the
Development   reimburses   Landlord  (other  than  through   operating   expense
pass-through  provisions);  (k)  utility or  service  costs for which any tenant
directly contracts with the local public service company; (l) costs arising from
Landlord's charitable or political contributions;  (m) any costs relating to the
initial development and construction of the Development, the Shell or the Tenant
Improvements;  (n) subject to  reimbursement  from  Tenant for damage  caused by
Tenant  or its  subtenants,  agents,  employees  or  contractors,  the  cost  of
replacement  of the  structural  portions of the  Development  or the  Premises,
including the structural roof,  subject,  however,  to clause (8) of Paragraph 1
above;  (o) costs  incurred due to  violations  by Landlord or its agents of the
terms  and  conditions  of any  lease  or  applicable  law  (including,  without
limitation, any costs to remedy violations of applicable law, excepting Tenant's
specific compliance obligations  hereunder),  or by another tenant or tenants of
the terms and  conditions of any lease;  (p) expenses  related to the management
and  operation of Landlord as an entity to the extent they do not relate  solely
to the operation  ownership and maintenance of the  Development;  (q) principal,
interest and other costs or fees related to financing  the  Development,  or any
portion thereof,  and any ground or other rents paid by Landlord under any lease
covering  the Land;  (r) any costs,  fines or  penalties  due to any  failure by
Landlord  to  remit  timely  payments  and/or   violation  by  Landlord  of  any
governmental  rule or authority or applicable law; (s) profit  increment paid to
subsidiaries or affiliates of Landlord for services on or to the Development, to
the extent only that the costs of such services exceed competitive costs of such
services  for  similarly  qualified  entities  were  they not so  rendered  by a
subsidiary or affiliate; (t) any advertising and promotional  expenditures;  (u)
items and services which  Landlord  provides to other tenants but not to Tenant,
or items or services which  Landlord  provides to the other tenants more than to
Tenant, to the extent of such discrepancy;  (v) any compensation paid to clerks,
attendants or other persons in  commercial  concessions  operated by Landlord or
its  subsidiaries or affiliates;  (w) costs and expenses  incurred in connection
with  repairs  for  latent  defects  in the  Development  or  arising  from  the
remediation of Hazardous Substances in, on, under or about the Development;  (x)
costs of capital  improvements  made to reduce operating  expenses to the extent
the portion of such costs otherwise includable in Operating Expenses exceeds the
amount  by  which   Operating   Expenses  are  actually   reduced  due  to  such
improvements; (y) items and services for which Tenant or any other tenant in the
Development  directly  reimburses Landlord or third parties and costs reimbursed
by insurance proceeds,  condemnation proceeds or otherwise;  (z) repairs,  other
work,  costs or charges  occasioned by the breach of any  covenant,  warranty or
representation made by Landlord pursuant to this Lease or arising from the gross
negligence  or  willful  misconduct  of  Landlord  or its  employees,  agents or
contractors or third parties.


<PAGE>



                                   EXHIBIT "F"

                              ESTOPPEL CERTIFICATE

The undersigned, ____________________________________________ ("Tenant"), hereby
certifies to _______________________________________ , as follows:

1.  Attached  hereto is a true,  correct and complete copy of that certain lease
dated  ____________________,  20__,  between  _______________  ("Landlord")  and
Tenant (the "Lease"), regarding the premises located  at _______________________
_____________________________ (the "Premises"). The  Lease is  now in full force
and effect and has not been  amended,  modified  or supplemented, except  as set
forth in Paragraph 4 below.

2.  The Term of the Lease commenced on ___________________, 20__.

3.  The Term of the Lease shall expire on ____________________, 20__.

4.  The Lease has: (Initial one)

    (______) not  been  amended,  modified,  supplemented, extended,  renewed or
    assigned.

    (______) been amended, modified, supplemented, extended, renewed or assigned
    by the following described terms or agreements, copies of which are attached
    hereto:

5.  Tenant has accepted and is now in possession of the Premises.

6.  Tenant and  Landlord acknowledge  that Landlord's interest in the Lease will
be assigned  to  _______________________________________________   and  that  no
modification,  adjustment,  revision or  cancellation of the Lease or amendments
thereto shall be effective unless written consent of ___________________________
_______________________  is obtained,  and  that  until further notice, payments
under the Lease may continue as heretofore.

7.  The amount of Monthly Base Rent is $____________________.

8.  The amount of Security Deposit (if any) is $____________________.

No other security deposits have been made except as follows: ___________________
_______________________________________________________________________________.

9.  Tenant is paying the full lease rental which has been paid in full as of the
date hereof.  No rent or other  charges  under the Lease have been paid for more
than   thirty  (30)  days  in  advance  of  its  due  date  except  as  follows:
__________________________________________________________________.

10. All work  required  to be  performed  by  Landlord  under the Lease has been
completed except as follows:____________________________________________________
_______________________________________________________________________________.


11. To the best of Tenant's knowledge,  there are no defaults on the part of the
Landlord or Tenant under the Lease except as follows:___________________________
______________________________________________________.

12. To the best of Tenant's knowledge, Tenant has no defense as to its
obligations under the Lease and claims no set-off or counterclaim against the
other party except as follows: _________________________________________________
_______________________________________________________________________________.

13. Tenant has no right to any concession (rental or otherwise) or similar
compensation in connection with renting the space it occupies other than as
provided in the Lease except as follows:________________________________________
_______________________________________________________________________________.

All  provisions  of the Lease and the  amendments  thereto (if any)  referred to
above are hereby ratified.

The foregoing certification is made with the knowledge that_____________________
_______________  is about to fund a loan to Landlord or ________________________
_____________________________  is about to purchase  the Building  from Landlord
and that ___________________________________ is relying upon the representations
herein made in funding such loan or in purchasing the Building.

IN WITNESS WHEREOF, this certificate has been duly executed and delivered by the
authorized officers of the undersigned as of ____________________, 20__.


TENANT:

_____________________________________,
a____________________________________


By:__________________________________
Print Name:________________________
Title:_____________________________


      SAMPLE ONLY
  [NOT FOR EXECUTION]
<PAGE>



                                   EXHIBIT "G"

                              RULES AND REGULATIONS

A.  GENERAL RULES AND REGULATIONS. The  following  rules  and regulations govern
the use of the Building and the Common Areas. Tenant will be bound by such rules
and   regulations  and   agrees   to cause  Tenant's   Authorized   Users,   its
employees, subtenants, assignees, contractors, suppliers, customers and invitees
to observe the same.

1.  Except  as  specifically  provided  in the  Lease to which  these  Rules and
Regulations are attached,  no sign,  placard,  picture,  advertisement,  name or
notice may be installed or displayed on any part of the outside or inside of the
Building  without the prior written consent of Landlord.  Landlord will have the
right to remove,  at Tenant's expense and without notice,  any sign installed or
displayed in violation  of this rule.  All approved  signs or lettering on doors
and walls are to be printed,  painted,  affixed or  inscribed  at the expense of
Tenant and under the direction of Landlord by a person or company  designated or
approved by Landlord.

2.  If Landlord reasonably objects in writing to any curtains,  blinds,  shades,
screens  or  hanging  plants or other  similar  objects  attached  to or used in
connection with any window or door of the Premises, or placed on any windowsill,
which is visible  from the  exterior of the  Premises,  Tenant will  immediately
discontinue  such use. Tenant agrees not to place anything against or near glass
partitions  or doors or windows  which may appear  unsightly  from  outside  the
Premises.

3.  Tenant will not obstruct any sidewalks, passages,  exits or entrances of the
Development.  The sidewalks,  passages,  exits and entrances are not open to the
general public,  but are open,  subject to reasonable  regulations,  to Tenant's
business  invitees.  Landlord  will in all cases retain the right to control and
prevent access thereto of all persons whose presence in the reasonable  judgment
of Landlord  would be  prejudicial  to the  safety,  character,  reputation  and
interest of the  Development  and its  tenants,  provided  that  nothing  herein
contained  will be  construed  to prevent  such access to persons  with whom any
tenant  normally  deals in the  ordinary  course of its  business,  unless  such
persons are engaged in illegal or unlawful activities. No tenant and no employee
or  invitee  of any  tenant  will go upon the roof of the  Building,  except  as
contemplated in such tenant's lease.

4.  Landlord expressly reserves the right to absolutely  prohibit  solicitation,
canvassing,  sales and displays of products,  goods and wares in all portions of
the Development  except for such  activities as may be expressly  requested by a
tenant and conducted solely within such requesting  tenant's premises.  Landlord
reserves  the right to restrict  and regulate the use of the Common Areas of the
Development by invitees of tenants  providing  services to tenants on a periodic
or daily basis  including  food and  beverage  vendors.  Such  restrictions  may
include  limitations on time, place, manner and duration of access to a tenant's
premises for such purposes.

5.  Landlord reserves the right to prevent access to the  Development in case of
invasion,  mob, riot,  public excitement or other commotion by closing the doors
or by other appropriate action.

6.  Tenant shall not alter any lock or install any  new  additional lock or bolt
on any door of the Premises. Tenant, upon the  termination of its tenancy,  will
deliver to Landlord  the keys to all doors which have been  furnished to Tenant,
and in the event of loss of any keys so furnished, will pay Landlord therefor.

7.  If Tenant requires telegraphic, telephonic, burglar alarm, satellite dishes,
antennae or similar  services,  it will first advise Landlord,  and comply with,
Landlord's reasonable rules and requirements applicable to such services.

8.  No deliveries  will be made which impede or interfere  with other tenants or
the operation of the Development.

9.  Tenant  will not permit or allow the  Premises  to be  occupied or used in a
manner offensive or objectionable to Landlord or other occupants of the Building
by reason of noise,  odors or vibrations,  nor will Tenant bring into or keep in
or about the Premises any birds or animals.

10. The toilet rooms, toilets,  urinals, wash bowls and other apparatus will not
be used for any purpose other than that for which they were  constructed  and no
foreign  substance  of any kind for which such items are not  designed  shall be
thrown therein.  The expense of any breakage,  stoppage or damage resulting from
any  violation of this rule will be borne by the tenant who, or whose  employees
or invitees, break this rule.

11. Tenant will not sell, or permit the sale at retail of newspapers, magazines,
periodicals,  theater  tickets or any other goods or  merchandise to the general
public  in or on the  Premises.  Tenant  will not make any  building-to-building
solicitation of business from other tenants in the Development.  Tenant will not
use the  Premises  for any  business  or activity  other than that  specifically
provided for in this Lease. Canvassing, soliciting and distribution of handbills
or any other written  material,  and peddling in the Development are prohibited,
and Tenant will cooperate with Landlord to prevent such activities.

12. Except  as  permitted  by the Lease,  Tenant  will not  install any radio or
television  antenna,  loudspeaker,  satellite  dishes  or other  devices  on the
roof(s) or exterior  walls of the Building or the  Development  without  signing
Landlord's  license  agreement with respect  thereto.  Tenant will not interfere
with radio or television broadcasting or reception from or in the Development or
elsewhere.

13. Tenant will not affix any floor covering to the floor of the Premises in any
manner except as approved by Landlord.  Tenant shall repair any damage resulting
from noncompliance with this rule.

14. Landlord  reserves  the right to exclude or expel from the  Development  any
person who, in  Landlord's  judgment,  is in  violation  of any of the Rules and
Regulations.

15. Tenant will store all its trash and garbage  within its Premises or in other
facilities  provided  by  Landlord.  Tenant  will not  place in any trash box or
receptacle  any  material  which  cannot  be  disposed  of in the  ordinary  and
customary manner of trash and garbage disposal.  All garbage and refuse disposal
is to be  made  in  accordance  with  directions  issued  from  time  to time by
Landlord.

16. The Premises will not be used for lodging nor shall the Premises be used for
any improper, immoral or objectionable purpose.

17. Tenant agrees to comply with all  reasonable  safety,  fire  protection  and
evacuation   procedures   and   regulations   established  by  Landlord  or  any
governmental agency.

18. Tenant assumes any and all  responsibility  for protecting its Premises from
theft,  robbery and  pilferage,  which  includes  keeping doors locked and other
means of entry to the Premises closed.

19. Tenant shall use at Tenant's cost  reasonably  necessary pest  extermination
and control contractor(s) at such intervals as Landlord may reasonably require.

20. To the extent Landlord  reasonably deems it necessary to exercise  exclusive
control  over any  portions  of the Common  Areas for the mutual  benefit of the
tenants  in  the  Development,   Landlord  may  do  so  subject  to  reasonable,
non-discriminatory  additional  rules and  regulations  (so long as the parking,
access and visibility of the Premises are not affected).

21. Tenant's requirements will be attended to only upon appropriate  application
to  Landlord's  asset  management  office for the  Development  by an authorized
individual  of Tenant.  Employees  of  Landlord  will not perform any work or do
anything outside of their regular duties unless under special  instructions from
Landlord,  and no  employee  of  Landlord  will  admit  any  person  (Tenant  or
otherwise) to any office without specific instructions from Landlord.

22. These Rules and Regulations are in addition to, and will not be construed to
in any way  modify  or  amend,  in  whole  or in  part,  the  terms,  covenants,
agreements  and  conditions of the Lease.  Landlord may waive any one or more of
these Rules and Regulations  for the benefit of Tenant or any other tenant,  but
no such  waiver by  Landlord  will be  construed  as a waiver of such  Rules and
Regulations  in favor of Tenant or any other tenant,  nor prevent  Landlord from
thereafter  enforcing any such Rules and  Regulations  against any or all of the
tenants of the Development.

23. So long as the same do not materially interfere with the rights and benefits
afforded to Tenant  under the Lease,  Landlord  reserves  the right to make such
other and reasonable and  non-discriminatory  Rules and  Regulations  as, in its
judgment,  may from time to time be needed for safety and security, for care and
cleanliness of the Development  and for the  preservation of good order therein.
Tenant agrees to abide by all such Rules and Regulations herein above stated and
any additional reasonable and non-discriminatory rules and regulations which are
adopted.  Tenant is responsible for the observance of all of the foregoing rules
by Tenant's employees, agents, clients, customers, invitees and guests.

B.  PARKING RULES AND REGULATIONS. The  following rules  and  regulations govern
the use of the parking facilities which serve the Building. Tenant will be bound
by such rules and regulations and  agrees to cause  its  employees,  subtenants,
assignees, contractors, suppliers, customers and invitees to observe the same:

1.  Tenant  will  not  permit or allow  any  vehicles  that  belong  to  or  are
controlled by Tenant or Tenant's employees, subtenants, customers or invitees to
be loaded, unloaded or parked in areas other than those  designated  by Landlord
for such activities.  No vehicles are to be parked in the  parking  areas  other
than normally  sized  passenger automobiles,  motorcycles  and  pick-up  trucks.
No extended term storage of vehicles is permitted.

2.  Vehicles  must be parked  entirely  within  painted  stall lines of a single
parking stall.

3.  All directional signs and arrows must be observed.

4.  The speed  limit within all parking  areas  shall be fifteen  (15) miles per
hour.

5.  Parking is prohibited:

(a) in areas not striped for parking;

(b) in aisles or on ramps;

(c) where "no parking" signs are posted;

(d) in cross-hatched areas; and

(e) in such other  areas as may be  designated  from time to time by Landlord or
Landlord's parking operator.

6.  Landlord  reserves the right, without cost or liability to Landlord,  to tow
any vehicle if such vehicle's  audio theft alarm system  remains  engaged for an
unreasonable period of time.

7.  Washing,  waxing,  cleaning  or  servicing  of any  vehicle  in any area not
specifically reserved for such purpose is prohibited.

8.  Landlord  may refuse to permit any person to park in the parking  facilities
who violates these rules with unreasonable frequency, and any violation of these
rules shall subject the violator's car to removal,  at such car owner's expense.
Tenant  agrees to use its best  efforts to acquaint its  employees,  subtenants,
assignees,  contractors,  suppliers,  customers  and invitees with these parking
provisions, rules and regulations.

9.  Parking   stickers,  access  cards,  or   any  other   device  or  form   of
identification supplied  by  Landlord  as  a  condition  of use  of the  parking
facilities  shall  remain  the  property  of  Landlord.  Parking  identification
devices, if utilized by Landlord, must be displayed as  requested and may not be
mutilated in any manner. The serial number of the parking identification  device
may  not  be  obliterated. Parking  identification  devices,  if  any,  are  not
transferable and any device in the possession of an  unauthorized holder will be
void.  Landlord  reserves the right to refuse  the sale of monthly  stickers  or
other parking identification devices to Tenant or any of its  agents,  employees
or  representatives  who  willfully  refuse  to  comply  with  these  rules  and
regulations  and  all  unposted  city, state  or  federal  ordinances,  laws  or
agreements.

10. Loss  or theft of parking  identification  devices  or access  cards must be
reported to the management office in the Development immediately,  and a lost or
stolen report must be filed by the Tenant or user of such parking identification
device or access card at the time. Landlord has the right to exclude any vehicle
from the parking facilities that does not have a parking  identification  device
or valid access card. Any parking  identification device or access card which is
reported lost or stolen and which is subsequently  found in the possession of an
unauthorized  person will be confiscated  and the illegal holder will be subject
to prosecution.

11. Landlord  is not responsible for damage by water or fire, or for the acts or
omissions of others, or for articles left in vehicles.

12. Landlord reserves the right,  without cost or liability to Landlord,  to tow
any  vehicles  which  are  used or  parked  in  violation  of  these  rules  and
regulations.

13. Landlord  reserves the  right from time to time to modify  and/or adopt such
other  reasonable and  non-discriminatory  rules and regulations for the parking
facilities  as it deems  reasonably  necessary  for the operation of the parking
facilities,  so long as the same do not materially interfere with the rights and
benefits afforded to Tenant under the Lease.

<PAGE>


                                   EXHIBIT "H"

                              LOCATION OF GENERATOR

[If this exhibit is blank, then the location will be subject to Landlord's prior
written approval as set forth in the Lease .]


<PAGE>


                                   EXHIBIT "I"

                        NIGHT TIME TRUCK MANAGEMENT PLAN


<PAGE>



                                   EXHIBIT "J"

                                  SIGN CRITERIA


<PAGE>



                                  SIGN CRITERIA

Tenant's building signage shall be limited to the following:

  - The sign on each  building  shall not exceed  forty-five  (45) square  feet,
    measuring from the outside perimeter of all aspects of the sign.

  - The maximum letter height shall be eighteen inches (18").

  - The logo may not exceed thirty-six inches (36") in height.

  - The signs shall be constructed of superior quality materials.

  - Stucco or wood, as a component of the sign construction, are not allowed.

  - All materials or finishes shall be of weather  resistant materials and shall
    be  replaced, or  refinished to  a new condition, by Tenant immediately upon
    the first sign of chipping or fading.

  - All logo images and typestyles shall be accurately reproduced.

  - The illumination  of the signs  shall be  limited to front  lighting,  which
    shall not flash or reflect  on any  adjacent  building  or be visible to the
    adjacent park.

  - Exposed raceways, connections or conduits are not allowed.

Subject to the  foregoing,  the attached  Sign  Depiction  and Building  Signage
Materials are hereby approved by Landlord.

<PAGE>



                                      LEASE

                          [SINGLE TENANT - TRIPLE NET]

                                     BETWEEN

                             MSGW CALIFORNIA I, LLC,

                                    LANDLORD

                                       AND

                             APRIA HEALTHCARE, INC.,

                                     TENANT


<PAGE>



                                TABLE OF CONTENTS
                                -----------------

                                                                           Page
                                                                           ----

1.   BASIC LEASE TERMS.......................................................1
2.   PREMISES AND COMMON AREAS...............................................2
3.   TERM....................................................................2
4.   POSSESSION..............................................................3
5.   RENT....................................................................4
6.   OPERATING EXPENSES......................................................4
7.   INTENTIONALLY OMITTED...................................................5
8.   USE.....................................................................6
9.   NOTICES.................................................................7
10.  BROKERS.................................................................7
11.  SURRENDER; HOLDING OVER.................................................8
12.  TAXES...................................................................8
13.  ALTERATIONS.............................................................9
14.  REPAIRS................................................................10
15.  LIENS..................................................................11
16.  ENTRY BY LANDLORD......................................................12
17.  UTILITIES AND SERVICES of the Addendum ................................12
18.  ASSUMPTION OF RISK AND INDEMNIFICATION.................................12
19.  INSURANCE..............................................................14
20.  DAMAGE OR DESTRUCTION..................................................15
21.  EMINENT DOMAIN.........................................................17
22.  DEFAULTS AND REMEDIES..................................................17
23.  LANDLORD'S DEFAULT.....................................................19
24.  ASSIGNMENT AND SUBLETTING..............................................19
25.  SUBORDINATION..........................................................21
26.  ESTOPPEL CERTIFICATE...................................................21
27.  EASEMENTS..............................................................22
28.  RULES AND REGULATIONS..................................................22
29.  MODIFICATION AND CURE RIGHTS OF LANDLORD'S MORTGAGEES AND LESSORS......22
30.  DEFINITION OF LANDLORD.................................................22
31.  WAIVER.................................................................22
32.  PARKING................................................................22
33.  FORCE MAJEURE..........................................................23
34.  SIGNS..................................................................23
35.  LIMITATION ON LIABILITY................................................23
36.  FINANCIAL STATEMENTS...................................................24
37.  QUIET ENJOYMENT........................................................24
38.  AUCTIONS...............................................................24
39.  MISCELLANEOUS..........................................................24
40.  EXECUTION OF LEASE.....................................................24
SIGNATURE PAGE..............................................................25

EXHIBITS:
---------

A    Site Plan Showing Premises
B    Adjustments to Monthly Base Rent
C    Work Letter Agreement
D    Notice of Lease Term Dates and Tenant's Percentage
E    Definition of Operating Expenses
F    Estoppel Certificate
G    Rules and Regulations
H    Location of Generator
I    Night Time Truck Management Plan
J    Sign Criteria