<PAGE>

                                                                   Exhibit 10.63

                                  OFFICE LEASE

                                     BETWEEN

                         DOUGLAS EMMETT JOINT VENTURE,
                        A CALIFORNIA GENERAL PARTNERSHIP

                                   AS LANDLORD

                                       AND

                        THE KRIEGSMAN CAPITAL GROUP, LLC,
                     A CALIFORNIA LIMITED LIABILITY COMPANY

                                    AS TENANT

                                      DATED

                                  APRIL 13, 2000
<PAGE>

                                  OFFICE LEASE
                             BASIC LEASE INFORMATION

Date:                                     April 17, 2000
Landlord:                                 DOUGLAS EMMETT JOINT VENTURE,
                                          a California general partnership
Tenant:                                   THE KRIEGSMAN CAPITAL GROUP, LLC,
                                          a California limited liability company
--------------------------------------------------------------------------------

<TABLE>
<S>                                            <C>                                              <C>
SECTION
  1.1     Premises:                            117216 San Vicente Boulevard,
                                               Suite 650 Los Angeles, California
                                               90049
  1.4     Rentable Area of Premises:           approximately 3,313 square feet
  1.4     Usable Area of Premises:             approximately 2,756 square feet
  2.1     Term:                                Five (5) Years
          Anticipated Commencement Date:       July 1, 2000 (as modified by Section 2.1)
          Anticipated Expiration:              June 30, 2005 (as modified by Section 2.1)
  3.1     Fixed Monthly Rent:                  $9,110.75
  3.3     Fixed Monthly Rent Increase          Three percent (3%) per annum
          Date of First Increase:              July l, 2001 (as modified by Section 2.1)
          Frequency of Increase:               Annually thereafter
  3.7     Security Deposit:                    $20,508.46
  4.1     Tenant's Share:                      3.69%
  4.2     Base Year for Operating Expenses:    2000
  6.1     Use of Premises:                     Investment banking offices
 16.1     Tenant's Address for Notices:
            Before the Commencement Date:      860 Via de la Paz
                                               Pacific Palisades, California 90272
            After the Commencement Date:       11726 San Vicente Boulevard, Suite
                                               650 Los Angeles, California 90049
         Contact:                              Mr. Donald Kreiss
         Landlord's Address for Notices:       DOUGLAS EMMETT JOINT VENTURE
                                               C/o Douglas, Emmett and Co.
                                               12121 Wilshire Boulevard, Suite 600
                                               Los Angeles, California 90025
20.5     Brokers:                              Douglas, Emmett and Company
                                               12121 Wilshire Boulevard, Suite 600
                                               Los Angeles, California 90025                    AND
                                               Mr. Donald Kreiss
                                               860 Via de la Paz
                                               Pacific Palisades, California 90272
21.1     Parking Permits:                      Eight (8) permits for unreserved spaces
</TABLE>

Except as noted hereinbelow, the foregoing Basic Lease information is hereby
incorporated into and made a part of the Lease. The Section reference in the
left margin of the Basic Lease Information exists solely to indicate where
such reference initially appears in the Lease document, Except as specified
hereinbelow, each such reference shall in the Lease document shall
incorporate the applicable Basic Lease information. However, in the event of
any conflict between any reference contained in the Basic Lease Information
and the specific information wording of the Lease, the wording of the Lease
shall control.

                                       ii

<PAGE>

                                  OFFICE LEASE
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                      PAGE
<S>                                                                          <C>
  1    Demise of Premises .................................................    1
  2    Commencement Date and Term .........................................    2
  3    Payment of Rent, Late Charge and Security Deposit ..................    3
  4    Additional Rent                                                         5
  5    Ethics .............................................................    6
  6    Use of Premises ....................................................    6
  7    Condition Upon Vacating and Removal of Personal Property ...........    7
  8    Utilities and Services .............................................    7
  9    Tenant's Indemnification and Limitation on Landlord's Liability ....    9
  10   Compliance with Laws ...............................................   10
  11   Assignment and Subletting ..........................................   11
  12   Maintenance, Repairs, Damage, Destruction, Renovation and/or
       Alteration .........................................................   13
  13   Condemnation .......................................................   17
  14   Mortgage Subordination and Attornment ..............................   18
  15   Estoppel Certificates ..............................................   18
  16   Notices ............................................................   18
  17   Default and Landlord's Option to Cure ..............................   19
  18   Damages; Remedies; Re- Entry by Landlord; Etc ......................   20
  19   Insurance ..........................................................   22
  20   Miscellaneous ......................................................   23
  21   Parking ............................................................   25
  22   Concierge Services .................................................   26
  23   Option to Extend ...................................................   27
  24   Guaranty of Lease ..................................................   29
  Signatures ..............................................................   29
</TABLE>

Exhibits

  A-      Suite Plan
  B-      Improvement Construction Agreement
  B-I--   Construction by Tenant During Term
  C --    Rules and Regulations
  D --    First Amendment - Commencement Date and Term

                                       iii
<PAGE>

                                  OFFICE LEASE

         THIS OFFICE LEASE, dated April 13, 2000, is by and between DOUGLAS
EMMETT JOINT VENTURE, a California general partnership ("Landlord"), with an
office at 12121 Wilshire Boulevard, Suite 600, Los Angeles, California 90025,
and THE KRIEGSMAN CAPITAL GROUP, LLC, a California limited liability company
("Tenant").

                                    ARTICLE 1
                               DEMISE OF PREMISES

SECTION 1.1. DEMISE. Subject to the covenants and agreements contained in this
Lease, Landlord leases to Tenant and Tenant hires from Landlord, Suite Number
650 (the "Premises") on the sixth (6th) floor, in the building located at 11726
San Vicente Boulevard, Los Angeles, California 90049 (the "Building"). The
configuration of the Premises is highlighted on Exhibit A, attached hereto and
made a part hereof by reference, and Landlord and Tenant acknowledge and agree
that the intent of both parties hereto is that said configuration shall not be
materially altered by construction of the demising walls separating the same
from the balance of the space from which it is being demised.

         Tenant acknowledges that it has made its own inspection of and
inquiries regarding the Premises, which are already improved. Therefore, Tenant
accepts the Premises in their "as-is" condition. Tenant further acknowledges
that Landlord has made no representation or warranty, express or implied, except
as are contained in this Lease and its Exhibits, regarding the condition,
suitability or usability of the Premises or the Building for the purposes
intended by Tenant.

         The Building, the Building's parking facilities, any outside plaza.
areas, land and other improvements surrounding the Building which are designated
from time to time by Landlord as common areas appurtenant to or servicing the
Building, and the land upon which any of the foregoing are situated, are herein
sometimes collectively referred to as the "Real Property."

SECTION 1.2. TENANT'S NON-EXCLUSIVE USE. Subject to the contingencies contained
herein, Tenant is granted the nonexclusive use of the common corridors and
hallways, stairwells, elevators, restrooms, parking facilities, lobbies and
other public or common areas located on the Real Property. However, the manner
in which such public and common areas are maintained and operated shall be at
the sole discretion of Landlord, and Tenant's use thereof shall be subject to
such reasonable rules, regulations and restrictions as Landlord may make from
time to time.

SECTION 1.3. LANDLORD'S RESERVATION OF RIGHTS. Landlord specifically reserves to
itself use, control and repair of the structural portions of all perimeter walls
of the Premises, any balconies, terraces or roofs adjacent to the Premises
(including any flagpoles or other installations on said walls, balconies,
terraces or roofs) and any space in and/or adjacent to the Premises used for
shafts, stairways, pipes, conduits, ducts, mail chutes, conveyors, pneumatic
tubes, electric or other utilities, sinks, fan rooms or other Building
facilities, and the use thereof, as well as reasonable access thereto through
the Premises. Landlord also specifically reserves to itself the following
rights:

a)       To designate all sources furnishing sign painting or lettering;

b)       To constantly have pass keys to the Premises;

c)       To grant to anyone the exclusive right to conduct any particular
         business or undertaking in the Building, so long as Landlord's granting
         of the same does not prohibit Tenant's use of the Premises for Tenant's
         Specified Use, as defined in Article 6;

d)       To enter the Premises at any reasonable time upon twenty-four (24)
         hours notice (except for emergencies) to inspect, repair, alter,
         improve, update or make additions (in a good and workmanlike fashion,
         including clean-up) to the Premises or the Building;

e)       During the last six (6) months of the Term, to exhibit the Premises to
         prospective-future tenants;

f)       Subject to the provisions of Article 12, to, at any time, and from time
         to time, whether at Tenant's request or pursuant to governmental
         requirement, repair, alter, make additions to, improve, or decorate all
         or any portion of the Real Property, Building or Premises. In
         connection therewith, and without limiting the generality of the
         foregoing rights, Landlord shall specifically have the right to remove,
         alter, improve or rebuild all or any part of the lobby of the Building
         as the same is presently or shall hereafter be constituted;

g)       Subject to the provisions of Article 12, Landlord reserves the right to
         make alterations or additions to or change the location of elements of
         the Real Property and any common areas appurtenant thereto; and/or

h)       To take such other actions as may reasonably be necessary when the same
         are required to preserve, protect or improve the Premises, the
         Building, or Landlord's interest therein.

SECTION 1.4. AREA. Landlord and Tenant agree that the Usable Area of the
Premises has been measured according to the June, 1996 standards published by
the Building Owners' and Managers' Association ("BOMA"), and that Landlord is
utilizing a deemed add-on factor of 20.20% to compute the Rentable Area of the
Premises. Rentable Area herein is calculated as 1.2020 times the estimated
Usable Area, regardless of what the actual square footage of the common areas of
the Building may be, and whether or not they are more or less than 20.20% of the
total estimated Usable Area of the Building. The purpose of this calculation is
solely to provide a general basis for comparison and pricing of this space in
relation to other spaces in the market area.

                                       1
<PAGE>

         Landlord and Tenant further agree that even if the Rentable or Usable
Area of the Premises and/or the total Building Area are later determined to be
more or less than the figures stated herein, for all purposes of the Lease, the
figures stated herein shall be conclusively deemed to be the actual Rentable or
Usable Area of the Premises, as the case may be.

SECTION 1.5. QUIET ENJOYMENT. Contingent upon Tenant keeping, observing and
performing (within any applicable notice and cure period) all of the covenants,
agreements, terms, provisions and conditions of this Lease on its part to be
kept, observed and performed, and subject to the limitations imposed under
Article 14 of this Lease, Tenant shall lawfully and quietly hold, occupy and
enjoy the Premises during the Term.

SECTION 1.6. NO LIGHT, AIR OR VIEW EASEMENT. Any diminution or shutting off of
light, air or view by any structure which is now or may hereafter be erected on
lands adjacent to the Building shall in no way affect this Lease or impose any
liability on Landlord. Noise, dust or vibration or other ordinary incidents to
new construction of improvements on lands adjacent to the Building, whether or
not by Landlord, shall in no way affect this Lease or impose any liability on
Landlord.

SECTION 1.7. RELOCATION. Landlord shall have the right at any time, except
during the last six (6) months, of the Term, and after giving Tenant a minimum
of sixty (60) days prior written notice, to:

a)       provide and furnish Tenant with space elsewhere in the Building pf
         approximately the same size as the Premises (the "Substitute Premises")
         and

b)       relocate Tenant to such Substitute Premises.

         Landlord shall pay all reasonable costs and expenses incurred as a
result of such relocation. If Landlord moves Tenant to the Substitute Premises,
each and every term, covenant and condition of this Lease shall remain in full
force and effect and be deemed applicable to the Substitute Premises, as though
Landlord and Tenant had entered into an express written amendment of this Lease
with respect thereto, except that if the approximate Rentable square footage of
the Substitute Premises is less than that of the Premises, the Fixed Monthly
Rent and Tenant's Proportionate Share of Operating Expense increases shall be
appropriately reduced.

         If Tenant refuses to permit Landlord to relocate Tenant as specified
above, Landlord shall have the right to terminate this Lease effective ninety
(90) days from the date Landlord provided Tenant with the original notification
of intent to relocate.

                                    ARTICLE 2
                           COMMENCEMENT DATE AND TERM

SECTION 2.1. COMMENCEMENT DATE AND TERM. This Lease shall commence upon the
earlier to occur of (i) the date Tenant commences to conduct business from the
Premises, or (ii) July 1, 2000 (the earlier to occur of such dates shall be
referred to as the "Commencement Date"), and shall end, unless sooner terminated
as otherwise provided herein, at midnight on the last calendar day of the
calendar month which occurs five (5) years (the "Term") after the Commencement
Date (the "Termination Date"). Landlord and Tenant shall promptly execute an
amendment to this Lease (the "First Amendment") substantially in the form
attached hereto as Exhibit D, confirming the finalized Commencement Date and
Term as soon as they are determined.

         If for any reason Landlord is unable to deliver possession of the
Premises to Tenant on or before June 15, 2000 ("Anticipated Delivery Date"),
this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant
for any damage resulting from Landlord's inability to deliver such possession.
However, any contrary provision of this Section 2.1 notwithstanding, Tenant
shall not be obligated to pay the Fixed Monthly Rent or Additional Rent that
Tenant is required to pay pursuant to Section 3.1 hereof until fifteen (15) days
have passed since Landlord's delivery of possession to Tenant. Except for such
delay in the commencement of Rent, Landlord's failure to deliver possession
shall in no way affect Tenant's obligations hereunder.

         If possession of the Premises is not tendered by Landlord within one
hundred twenty (120) days after the Anticipated Delivery Date, then Landlord and
Tenant shall each have the right to terminate this Lease by giving written
notice, one to the other, within ten (10) days after such failure. If such
notice of termination is not given by either Landlord or Tenant within said ten
(10) day time period, then this Lease shall continue in full force and effect.

         If, due to Force Majeure, Landlord is unable to tender possession of
the Premises within one hundred eighty (180) days after the Anticipated Delivery
Date, then this Lease, and the rights and obligations of Landlord and Tenant
hereunder, shall terminate automatically, without further liability by either
party to the other, and without further documentation being required.

SECTION 2.2. HOLDING OVER. If Tenant fails to deliver possession of the Premises
on the Termination Date, but holds over after the expiration or earlier
termination of this Lease without the express prior written consent of Landlord,
such tenancy shall be construed as a tenancy from month-to-month on the same
terms and conditions as are contained herein, except that the Fixed Monthly Rent
payable by Tenant during such period of holding over shall automatically
increase as of the Termination Date to an amount equal to one hundred fifty
percent (150%) for the initial sixty (60) days and two hundred percent
(200%) thereafter of the Fixed Monthly Rent payable by Tenant the calendar
month immediately prior to the date when Tenant commences such holding over (the
"Holdover Rent"). Such Holdover Rent shall be paid during such period as Tenant
retains possession of the Premises. However, Tenant's payment of such Holdover
Rent, and Landlord's acceptance thereof, shall not constitute a waiver by
Landlord of any of Landlord's rights or remedies with respect to such holding
over, nor shall it be deemed to be a consent by Landlord to Tenant's continued
occupancy or possession of the Premises past the time period covered Tenant's
payment of the Holdover Rent.

                                       2
<PAGE>

         Furthermore, if Tenant fails to deliver possession of the Premises to
Landlord upon the expiration or earlier termination of this Lease, then, in
addition to any other liabilities to Landlord accruing therefrom, Tenant shall
protect, defend, indemnify and hold Landlord harmless from all loss, costs
(including reasonable attorneys' fees and expenses) and liability resulting from
such failure, including without limiting the foregoing, any claims made by any
succeeding tenant arising out of Tenant's failure to so surrender, and any lost
profits to Landlord resulting therefrom.

         Notwithstanding the provisions contained hereinabove regarding Tenant's
liability for a continuing holdover, Landlord agrees to use commercially
reasonable efforts to insert into any future lease of another tenant proposing
to occupy the Premises provisions similar to those contained in Section 2.1 ,
permitting mitigation of Tenant's damages arising out of Tenant's temporary
holdover.

                                    ARTICLE 3
                          PAYMENT OF RENT, LATE CHARGE

SECTION 3.1. PAYMENT OF FIXED MONTHLY RENT AND ADDITIONAL RENT. "Rent" shall
mean: all payments of monies in any form whatsoever required under the terms
and provisions of this Lease, and shall consist of:

a)       "Fixed Monthly Rent," which shall be payable in equal monthly
         installments of $9,110.75 ; plus

b)       Additional Rent as provided in Article 4 and elsewhere in this Lease.

SECTION 3.2. MANNER OF PAYMENT. Tenant shall pay Fixed Monthly Rent and
Additional Rent immediately upon the same becoming due and payable, without
demand therefor, and without any abatement, set off or deduction whatsoever,
except as may be expressly provided in this Lease. Landlord's failure to submit
statements to Tenant stating the amount of Fixed Monthly Rent or Additional Rent
then due, including Landlord's failure to provide to Tenant a calculation of
the adjustment as required in Section 3.3 or the Escalation Statement referred
to in Article 4, shall not constitute Landlord's waiver of Tenant's requirement
to pay the Rent called for herein. Tenant's failure to pay Additional Rent as
provided herein shall constitute a material default equal to Tenant's failure to
pay Fixed Monthly Rent when due. However, any contrary provision of this Lease
notwithstanding, Tenant's payment of Rent pursuant to any billing by Landlord
shall not constitute a waiver of Tenant's right to dispute the accuracy or
validity of such bill.

         Rent shall be payable in advance on the first day of each and every
calendar month throughout the Term, in lawful money of the United States of
America, to Landlord at 11726 San Vicente Boulevard, Suite 230, Los Angeles,
California 90049, or at such other place(s) as Landlord designates in writing
to Tenant. Tenant's obligation to pay Rent shall begin on the Commencement Date
and continue throughout the Term, without abatement, setoff or deduction, except
as otherwise specified hereinbelow.

         Concurrent with Tenant's execution and delivery to Landlord of this
Lease, Tenant shall pay to Landlord the Fixed Monthly Rent due for the first
month of the Term.

SECTION 3.3. FIXED MONTHLY RENT INCREASE. Commencing the first calendar day of
the thirteenth calendar month of the Term, and continuing through the last
calendar day of the twenty-fourth (24th) calendar month of the Term, the Fixed
Monthly Rent payable by Tenant shall increase from $9110.75 per month to
$9,384.07 per month.

         Commencing the first calendar day of the twenty-fifth (25th) calendar
month of the Term, and continuing through the last calendar day of the
thirty-sixth (36th) calendar month of the Term, the Fixed Monthly Rent payable
by Tenant shall increase from $9,384.07 per month to $9,665.59 per month.

         Commencing the first calendar day of the thirty-seventh (37th) calendar
month of the Term, and continuing through the last calendar day of the
forty-eighth (48th) calendar month of the Term, the Fixed Monthly Rent payable
by Tenant shall increase from $9,665.59 per month to $9,955.56 per month.

         Commencing the first calendar day of the forty-ninth (49th) calendar
month of the Term, and continuing throughout the remainder of the initial Term,
the Fixed Monthly Rent payable by Tenant shall increase from $9,955.56 per month
to $10,254.23 per month.

         Landlord and Tenant shall, in the First Amendment, confirm the actual
dates upon which the changes in Fixed Monthly Rent specified above shall occur.

SECTION 3.4. TENANT'S PAYMENT OF CERTAIN TAXES. Tenant shall, concurrent with
Tenant's next scheduled payment of Fixed Monthly Rent, reimburse Landlord, as
Additional Rent, for any and all taxes, surcharges, levies, assessments, fees
and charges payable by Landlord when:

a)       assessed on, measured by, or reasonably attributable to:

         i)       the cost or value of Tenant's equipment, furniture, fixtures
                  and other personal property located in the Premises, or

         ii)      the cost or value of any leasehold improvements in or to the
                  Premises in excess of $35.00 per square foot, provided the
                  same have been made in connection with Tenant's execution of
                  this Lease, and without regard to whether title to or payment
                  for such improvements vests with Tenant or Landlord;

b)       on or measured by any rent payable hereunder, including, without
         limitation, any gross income tax, gross receipts tax, or excise tax
         levied by the City or County of Los Angeles or any other governmental
         body with respect to the receipt of such rent (computed as if such rent
         were the only income of Landlord), but solely when levied by the
         appropriate City or County agency in lieu of, or as an adjunct to, such
         business license(s), fees or taxes as would otherwise have been payable
         by Tenant directly to such taxing authority;

                                       3
<PAGE>

c)       upon or with respect to the possession, leasing, operating, management,
         maintenance, alteration, repair, use or occupancy by Tenant of the
         Premises or any portion thereof; or

d)       solely because Landlord and Tenant entered into this transaction or
         executed any document transferring an interest in the Premises to
         Tenant. If it becomes unlawful for Tenant so to reimburse Landlord, the
         rent payable to Landlord under this Lease shall be revised to net
         Landlord the same rent after imposition of any such tax as would have
         been payable to Landlord prior to the imposition of any such tax.

         Said taxes shall be due and payable whether or not now customary or
within the contemplation of Landlord and Tenant. Notwithstanding the above, in
no event shall the provisions of this Section 3.4 serve to entitle Landlord to
reimbursement from Tenant for any federal, state, county or city income tax or
business license fee payable by Landlord or the managing agent of Landlord.

SECTION 3.5. CERTAIN ADJUSTMENTS. If:

a)       the Commencement Date occurs on other than January 1st of a calendar
         year, or the Lease expires or terminates on other than December 31st
         of a calendar year;

b)       the size of the Premises changes during a calendar year;

c)       or any abatement of Fixed Monthly Rent or Additional Rent occurs during
         a calendar year, then

         the amount payable by Tenant or reimbursable by Landlord during such
year shall be adjusted proportionately on a daily basis, and the obligation to
pay such amount shall survive the expiration or earlier termination of this
Lease.

         If the Commencement Date occurs on other than the first day of a
calendar month, or the Lease expires on a day other than the last day of a
calendar month, then the Fixed Monthly Rent and Additional Rent payable by
Tenant shall be appropriately apportioned on a prorata basis for the number of
days remaining in the month of the Term for which such proration is calculated.

         If the amount of Fixed Monthly Rent or Additional Rent due is modified
pursuant to the terms of this Lease, such modification shall take effect the
first day of the calendar month immediately following the date such modification
would have been scheduled.

SECTION 3.6. LATE CHARGE AND INTEREST. Tenant acknowledges that late payment by
Tenant to Landlord of Fixed Monthly Rent or Additional Rent will cause Landlord
to incur costs not contemplated by this Lease, the exact amount of which are
extremely difficult and impracticable to fix. Such costs include, without
limitation, processing and accounting charges and late charges that may be
imposed on Landlord by the terms of any encumbrance and note secured by any
encumbrance covering the Premises. Therefore, if any installment of Fixed
Monthly Rent or Additional Rent and other payment due from Tenant hereunder is
not received by Landlord within five (5) business days of the date it becomes
due, Tenant shall pay to Landlord on demand an additional sum equal to five
percent (5%) of the overdue amount as a late charge. The parties agree that this
late charge represents a fair and reasonable settlement against the costs that
Landlord will incur by reason of Tenant's late payment. Acceptance of any late
charge shall not constitute a waiver of Tenant's default with respect to the
overdue amount, or prevent Landlord from exercising any of the other rights and
remedies available to Landlord.

         Every installment of Fixed Monthly Rent and Additional Rent and any
other payment due hereunder from Tenant to Landlord which is not paid within
twelve (12) days after the same becomes due and payable shall, in addition to
any Late Charge already paid by Tenant, bear interest at the rate of ten percent
(10%) per annum from the date that the same originally became due and payable
until the date it is paid. Landlord shall bill Tenant for said interest, and
Tenant shall pay the same within five (5) days of receipt of Landlord's billing.

SECTION 3.7. SECURITY DEPOSIT. Concurrent with Tenant's execution and tendering
or this Lease to Landlord, Tenant shall deposit the sum of $20,508.46 (the
"Security Deposit"), which amount Tenant shall thereafter at all times maintain
on deposit with Landlord as security for Tenant's full and faithful observance
and performance of its obligations under this Lease (expressly including,
without limitation, the payment as and when due of the Fixed Monthly Rent,
Additional Rent and any other sums or damages payable by Tenant hereunder and
the payment of any and all other damages for which Tenant shall be liable by
reason of any act or omission contrary to any of said covenants or agreements).
Landlord shall have the right to commingle the Security Deposit with its general
assets and shall not be obligated to pay Tenant interest thereon.

         If at any time Tenant defaults in the performance of any of its
obligations under this Lease, after the expiration of notice and the opportunity
to cure, then, Landlord may:

a)       apply as much of the Security Deposit as may be necessary cure Tenant's
         non-payment of the Fixed Monthly Rent, Additional Rent and/or other
         sums or damages due from Tenant; and/or;

b)       if Tenant is in default of any of the covenants or agreements of this
         Lease; apply so much of the Security Deposit as may be necessary to
         reimburse all expenses incurred by Landlord in curing such default; or

c)       if the Security Deposit is insufficient to pay the sums specified in
         Section 3.7 (a) or (b), elect to apply the entire Security Deposit in
         partial payment thereof, and proceed against Tenant pursuant to the
         provisions of Article 17 and Article 18 herein.

                                       4
<PAGE>

         If, as a result of Landlord's application of any portion or all of the
Security Deposit, the amount held by Landlord declines to less than $20,508.46,
Tenant shall, within ten (10) business days after demand therefor, deposit with
Landlord additional cash sufficient to bring the then-existing balance held as
the Security Deposit to the amount specified hereinabove. Tenant's failure to
deposit said amount shall constitute a material breach of this Lease.

         At the expiration or earlier termination of this Lease, Landlord shall
deduct from the Security Deposit being held on behalf of Tenant any unpaid sums,
costs, expenses or damages payable by Tenant pursuant to the provisions of this
Lease; and/or any costs required to cure Tenant's default or performance of any
other covenant or agreement of this Lease, and shall, within thirty (30) days
after the expiration or earlier termination of this Lease, return to Tenant,
without interest, all or such part of the Security Deposit as then remains on
deposit with Landlord.

                                    ARTICLE 4
                                 ADDITIONAL RENT

SECTION 4.1. CERTAIN DEFINITIONS. As used in this Lease:

a)       "ESCALATION STATEMENT" means a statement by Landlord, setting forth the
         amount payable by Tenant or by Landlord, as the case may be, for a
         specified calendar year pursuant to this Article 4.

b)       "OPERATING EXPENSES" means the following in a referenced calendar year,
         including the Base Year as hereinafter defined, calculated assuming the
         Building is at least ninety-five percent (95%) occupied: all costs of
         management, operation, maintenance, and repair of the Building.

         By way of illustration only, Operating Expenses shall include, but not
be limited to: management fees paid by Landlord to any third-party, which shall
not exceed those reasonable and customary in the geographic area in which the
Building is located; water and sewer charges; any and all insurance premiums not
otherwise directly payable by Tenant; license, permit and inspection fees; air
conditioning (including repair of same); heat; light; power and other utilities;
steam; labor; cleaning and janitorial services; guard services; supplies;
materials; equipment and tools.

         Operating Expenses shall also include the cost or portion thereof of
those capital improvements made to the Building by Landlord during the Term:

i)       to the extent that such capital improvements reduce other direct
         expenses, when the same were made to the Building by Landlord after the
         Commencement Date, or

ii)      that are required under any governmental law or regulation that was not
         applicable to the Building as of the Commencement Date.

         Said capital improvement costs, or the allocable portion thereof (as
referred to in clauses (i) and (ii) above), shall be amortized pursuant to
generally-accepted accounting principles, together with interest on the
unamortized balance at the rate of ten percent (10%) per annum.

         Operating Expenses shall also include all general and special real
estate taxes, increases in assessments or special assessments and any other ad
valorem taxes, rates, levies and assessments paid during a calendar year (or
portion thereof) upon or with respect to the Building and the personal property
used by Landlord to operate the Building, whether paid to any governmental or
quasi-governmental authority, and all taxes specifically imposed in lieu of any
such taxes (but excluding taxes referred to in Section 3.4 for which Tenant or
other tenants in the Building are liable) including fees of counsel and experts,
reasonably incurred by, or reimbursable by Landlord in connection with any
application for a reduction in the assessed valuation of the Building and/or the
land thereunder or for a judicial review thereof, (collectively "Appeal Fees"),
but solely to the extent that the Appeal Fees result directly in a reduction of
taxes otherwise payable by Tenant. However, in no event shall the portion of
Operating Expenses used to calculate any billing to Tenant attributable to real
estate taxes and assessments for any expense year be less than the billing for
real estate taxes and assessments during the Base Year.

         Operating Expenses shall also include, but not be limited to, the
premiums for the following insurance coverage: all-risk, structural, fire,
boiler and machinery, liability, earthquake and for replacement of tenant
improvements to a maximum of $35.00 per usable square foot, and for such other
coverage(s), and at such policy limit(s) as Landlord deems reasonably prudent
and/or are required by any lender or ground lessor, which coverage and limits
Landlord may, in Landlord's reasonable discretion, change from time to time.

         If, in any calendar year following the Base Year, as defined
hereinbelow (a "Subsequent Year"), a new expense item (e.g. earthquake
insurance, concierge services; entry card systems), is included in Operating
Expenses which was not included in the Base Year Operating Expenses, then the
cost of such new item shall be added to the Base Year Operating Expenses for
purposes of determining the Additional Rent payable under this Article 4 for
such Subsequent Year. During each Subsequent Year, the same amount shall
continue to be included in the computation of Operating Expenses for the Base
Year, resulting in each such Subsequent Year Operating Expenses only including
the increase in the cost of such new item over the Base Year, as so adjusted.
However, if in any Subsequent Year thereafter, such new item is not included in
Operating Expenses, no such addition shall be made to Base Year Operating
Expenses.

         Conversely, as reasonably determined by Landlord, when an expense item
that was originally included in the Base Year Operating Expenses is, in any
Subsequent Year, no longer included in Operating Expenses, then the cost of
such item shall be deleted from the Base Year Operating Expenses for purposes of
determining the Additional Rent payable under this Article 4 for such Subsequent
Year. The same amount shall continue to be deleted from the Base Year Operating

                                       5
<PAGE>

   Expenses for each Subsequent Year thereafter that the item is not included.
   However, if such expense item is again included in the Operating Expenses for
   any Subsequent Year, then the amount of said expense item originally included
   in the Base Year Operating Expenses shall again be added back to the Base
   Year Operating Expenses.

c) "TENANT'S SHARE" means 3.69%.

SECTION 4.2. CALCULATION OF TENANT'S SHARE OF INCREASES IN OPERATING EXPENSES.
If, commencing with the calendar year 2001, the Operating Expenses for any
calendar year during the Term, or portion thereof, (including the last calendar
year of the Term), have increased over the Operating Expenses for the calendar
year 2000 (the "Base Year"), then within thirty (30) days after Tenant's receipt
of Landlord's computation of such increase (an "Escalation Statement"), Tenant
shall pay to Landlord, as Additional Rent, an amount equal to the product
obtained by multiplying such increase by Tenant's Share.

         Landlord may, at or after the start of any calendar year subsequent to
the Base Year, notify Tenant of the amount which Landlord estimates will be
Tenant's monthly share of any such increase in Operating Expenses for such
calendar year over the Base Year and the amount thereof shall be added to the
Fixed Monthly Rent payments required to be made by Tenant in such year. If
Tenant's Share of any such increase in rent payable hereunder as shown on the
Escalation Statement is greater or less than the total amounts actually billed
to and paid by Tenant during the year covered by such statement, then within
thirty (30) days thereafter, Tenant shall pay in cash any sums owed Landlord or,
if applicable, Tenant shall either receive a credit against any Fixed Monthly
Rent and/or Additional Rent next accruing for any sum owed Tenant, or if
Landlord's Escalation Statement is rendered after the expiration or earlier
termination of this Lease and indicates that Tenant's estimated payments have
exceeded the total amount to which Tenant was obligated, then provided that
Landlord is not owed any other sum by Tenant, Landlord shall issue a cash refund
to Tenant within thirty (30) days after Landlord's completion of such Escalation
Statement.

SECTION 4.3. TENANT'S PAYMENT OF DIRECT CHARGES AS ADDITIONAL RENT. Tenant shall
promptly and duly pay all costs and expenses incurred for or in connection with
any Tenant Change or Tenant Service, and discharge any mechanic's or other lien
created against the Premises, Building or the Real Property arising as a result
of or in connection with any Tenant Change or Tenant Service as Additional Rent
by paying the same, bonding or manner otherwise provided by law.

         Any other cost, expense, charge, amount or sum (other than Fixed
Monthly Rent) payable by Tenant as provided in this Lease shall also be
considered Additional Rent.

         Certain individual items of cost or expense may, in the reasonable
determination of Landlord, be separately charged and billed to Tenant by
Landlord, either alone or in conjunction with another party or parties, if they
are deemed in good faith by Landlord to apply solely to Tenant and/or such other
party or parties and are not otherwise normally recaptured by Landlord as part
of normal operating expenses. Insofar as is reasonable, Landlord shall attempt
to give Tenant prior notice and the opportunity to cure any circumstance that
would give rise to such separate and direct billing.

         Said separate billing shall be paid as Additional Rent, regardless of
Tenant's Share. Such allocations by Landlord shall be binding on Tenant unless
patently unreasonable, and shall be payable within ten (10) days after receipt
of Landlord's billing therefor.

                                    ARTICLE 5
                                     ETHICS

SECTION 5.1. ETHICS. Landlord and Tenant agree to conduct their business or
practice in compliance with any appropriate and applicable codes of professional
or business practice.

                                    ARTICLE 6
                                 USE OF PREMISES

SECTION 6.1. USE. The Premises shall only be used as business offices for an
investment banking company, specifically including related investment and
securities uses (the "Specified Use") and for no other purposes, without
Landlord's prior written consent, which consent shall be in Landlord's sole
discretion. Any proposed revision of the Specified Use by Tenant shall be for a
use consistent with those customarily found in first-class office buildings.
Reasonable grounds for Landlord withholding its consent shall include, but not
be limited to:

a)       the proposed use will place a disproportionate burden on the Building
         systems;

b)       the proposed use is for governmental or medical purposes or for a
         company whose primary business is that of conducting boiler-room type
         transactions or sales;

c)       the proposed use would generate excessive foot traffic to the Premises
         and/or Building.

         So long as Tenant is in control of the Premises, Tenant covenants and
agrees that it shall not use, suffer or permit any person(s) to use all or any
portion of the Premises for any purpose in violation of the laws of the United
States of America, the State of California, or the ordinances, regulations or
requirements of the City of Los Angeles or County of Los Angeles, or other
lawful authorities having jurisdiction over the Building.

         Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or unreasonably interfere with the
rights of other tenants or occupants of the Building, or injure or annoy them.
Tenant shall not use or allow the Premises to be used for any pornographic or
violent purposes, nor shall Tenant cause, commit, maintain or permit the
continuance of any nuisance or waste in, on or about the Premises. Tenant shall
not use the Premises in any manner that in Landlord's reasonable judgment would
adversely affect or interfere with any services Landlord is

                                       6
<PAGE>

required to furnish to Tenant or to any other tenant or occupant of the
Building, or that would interfere with or obstruct the proper and economical
rendition of any such service.

SECTION 6.2. EXCLUSIVE USE. Landlord represents that Tenant's Specified Use of
the Premises does not conflict with exclusive use provisions granted by Landlord
in other leases for the Building. Landlord further agrees that it shall, in the
future, not grant an exclusive use privilege to any other tenant in the Building
that will prevent Tenant from continuing to use the Premises for its Specified
Use.

         Tenant acknowledges and agrees that it shall not engage, as a primary
business, in high volume document reproduction.

         Provided that Tenant has received written notice of the same from
Landlord, and further provided that Landlord does not grant a future exclusive
use right that prohibits Tenant from engaging in the Specified Use, then Tenant
agrees that it shall not violate any exclusive use provision(s) granted by
Landlord to other tenants in the Building.

SECTION 6.3. RULES AND REGULATIONS. Tenant shall observe and comply with the
rules and regulations set forth in Exhibit C, and such other and further
reasonable and non-discriminatory rules and regulations as Landlord may make or
adopt and communicate to Tenant at any time or from time to time, when said
rules, in the reasonable judgment of Landlord, may be necessary or desirable to
ensure the first-class operation, maintenance, reputation or appearance of the
Building. However, if any conflict arises between the provisions of this Lease
and any such rule or regulation, the provisions of this Lease shall control.

         Provided Landlord makes commercially reasonable efforts to seek
compliance by all occupants of the Building with the rules and regulations
adopted by Landlord, Landlord shall not be responsible to Tenant for the failure
of any other tenants or occupants of the Building to comply with said rules and
regulations.

                                    ARTICLE 7
                  CONDITION UPON VACATING & REMOVAL OF PROPERTY

SECTION 7.1. CONDITION UPON VACATING. At the expiration or earlier termination
of this Lease, Tenant-shall:

a)       terminate its occupancy of, quit and surrender to Landlord, all or such
         portion of the Premises upon which this Lease has so terminated,
         broom-clean and in the same condition as received except for:

         i)       ordinary wear and tear, or

         ii)      loss or damage by fire or other casualty which shall not have
                  been caused by the gross negligence or willful misconduct of
                  Tenant or its agents, clients, contractors, employees,
                  invitees, licensees, officers, partners or shareholders; and

b)       surrender the Premises free of any and all debris and trash and any of
         Tenant's personal property, furniture, fixtures and equipment that do
         pot otherwise become a part of the Real Property, pursuant to the
         provisions contained in Section 7.2 hereinbelow; and

c)       at Tenant's sole expense, forthwith and with all due diligence remove
         any Tenant Change made by Tenant and restore the Premises to their
         original condition, reasonable wear and tear excepted. However, Tenant
         shall only be obligated to remove said Tenant Change if it was made
         without Landlord's approval and/or if Landlord notified Tenant of its
         obligation to do so at the time Landlord approved Tenant's request for
         a Tenant Change. If Tenant fails to complete such removal and/or to
         repair any damage caused by the removal of any Tenant Change, Landlord
         may do so and may charge the cost thereof to Tenant.

SECTION 7.2. TENANT'S PROPERTY. All fixtures, equipment, improvements and
installations attached or built into the Premises at any time during the Term
shall, at the expiration or earlier termination of this Lease, be deemed the
property of Landlord; become a permanent part of the Premises and remain
therein. However, if said equipment improvements and/or installations can be
removed without causing any structural damage to the Premises, men, provided
after such removal Tenant restores the Premises to the condition existing prior
to installation of Tenant's trade fixtures or equipment, Tenant shall be
permitted, at Tenant's sole expense, to remove said trade fixtures and
equipment.

                                    ARTICLE 8
                             UTILITIES AND SERVICES

SECTION 8.1. NORMAL BUILDING HOURS / HOLIDAYS. The "Normal Business Hours" of
the Building, during which Landlord shall furnish the services specified in this
Article 8 are defined as 8:00 A M to 6:00 P.M., Monday through Friday, and 9:00
A.M. to 1:00 P.M. on Saturday, any one or more Holiday(s) excepted.

         The "Holidays" which shall be observed by Landlord in the Building are
defined as any federally-recognized holiday and any other holiday specified
enumerated herein, which are: New Years Day, Presidents' Day, Memorial Day, the
4th of July, Labor Day, Thanksgiving Day, the day after Thanksgiving, and
Christmas Day (each individually a "Holiday"). Tenant acknowledges that the
Building shall be closed on each and every such Holiday, and Tenant shall not be
guaranteed access to Landlord or Landlord's managing agent(s) on each such
Holiday.

SECTION 8.2. ACCESS TO THE BUILDING AND GENERAL SERVICES. Subject to Force
Majeure and any power outage(s) which may occur in the Building when the same
are out of Landlord's reasonable control, Landlord shall furnish the following
services to the Premises twenty-four (24) hours per day, seven days per week:

                                       7
<PAGE>

a)       during Normal Business Hours, bulb replacement for building standard
         lights;

b)       access to and Use of the parking facilities for persons holding valid
         parking permits;

c)       access to and use of the elevators and Premises;

d)       use of electrical lighting on an as-needed basis within the Premises;
         and

e)       use of a reasonable level of water for kitchen and toilet facilities in
         the Premises and common area bathrooms.

SECTION 8.3. JANITORIAL SERVICES. Landlord shall furnish the Premises with
reasonable and customary janitorial services five (5) days per business week,
except when the Building is closed on any Holiday. Landlord shall retain the
sole discretion to choose and/or revise the janitorial company providing said
services to the Premises and/or Building.

SECTION 8.4. SECURITY SERVICES. Tenant acknowledges that Landlord currently
provides uniformed guard service to the Building from 5 p.m. to 11 p.m., Monday
through Friday, and 8:00 a.m. to 1:00 p.m. on Saturdays, solely for the purposes
of providing surveillance of, information and directional assistance to persons
entering the Building.

         Tenant acknowledges that such guard service shall not provide any
measure of security or safety to the Building or the Premises, and that Tenant
shall take such actions as it may deem necessary and reasonable to ensure the
safety and security of Tenant's property or person or the property or persons of
Tenant's agents, clients, contractors, directors, employees, invitees,
licensees, officers, partners or shareholders. Tenant agrees and acknowledges
that, except in the case of the gross negligence or willful misconduct of
Landlord or its directors, employees, officers, partners or shareholders,
Landlord shall not be liable to Tenant in any manner whatsoever arising out of
the failure of Landlord's guard service to secure any person or property from
harm.

         Tenant agrees and acknowledges that Landlord, in Landlord's sole
discretion, shall have the option, but not the obligation to add, decrease,
revise the hours of and/or change the level of services being provided by any
guard company serving the Building, Tenant further agrees that Tenant shall not
engage or hire any outside guard or security company without Landlord's prior
written consent, which shall be in Landlord's sole discretion.

SECTION 8.5. UTILITIES. During Normal Business Hours Landlord shall furnish a
reasonable level of water, heat, ventilation and air conditioning ("HVAC"), and
a sufficient amount of electric current to provide customary business lighting
and to operate ordinary office business machines, such as a single personal
computer and ancillary printer per one hundred and twenty (120) Rentable square
feet contained in the Premises, facsimile machines, small copiers customarily
used for general office purposes, and such other equipment and office machines
as do not result in above-standard use of the existing electrical system. So
long as the same remain reasonably cost competitive, Landlord shall retain the
sole discretion to choose the utility vendor(s) to supply such services to the
Premises and the Building.

         Except with the prior written consent of Landlord, which shall not be
unreasonably withheld, conditioned and/or delayed, Tenant shall not install or
use any equipment, apparatus or device in the Premises that requires the
installation of a 220 voltage circuit; consumes more than five (5) kilowatts per
hour per item; or the aggregate use of which will in any way increase the
connected load to more than 5 Watts per square foot, or cause the amount of
electricity to be furnished or supplied for use in the Premises to more than 1.2
kWh per usable square foot, per month.

         Except with the prior written consent of Landlord, Tenant shall not
connect any electrical equipment to the electrical system of the Building,
except through electrical outlets already existing in the Premises, nor shall
Tenant pierce, revise, delete or add to the electrical, plumbing, mechanical or
HVAC systems in the Premises.

SECTION 8.6. AFTER HOURS HVAC AND/OR EXCESS UTILITY USAGE. If tenant requires
HVAC service during other than Normal Business Hours ("Excess HVAC"), Tenant
shall make its request in writing at least six (6) hours before the close of the
normal business day. Otherwise, Landlord shall have no obligation to provide
Excess HVAC. Tenant's request shall be deemed conclusive evidence of its
willingness to pay the costs specified herein,

         If Tenant requires electric current in excess of the amounts specified
hereinabove, water or gas in excess of that customarily furnished to the
Premises as office space ("Excess Utility Use"), Tenant shall first procure
Landlord's prior written consent to such Excess Utility Use, which Landlord may
reasonably refuse.

         In lieu of Landlord's refusal, Landlord may cause a meter or sub-meter
to be installed to measure the amount of water, gas and/or electric current
consumed by Tenant in the Premises. The cost of any such meter(s), and the
installation, maintenance, and repair thereof, shall be paid by Tenant as
Additional Rent.

         After completing installation of said meter(s), and/or if Tenant
requests Excess HVAC, then Tenant shall pay, as Additional Rent, within thirty
(30) calendar days after Tenant's receipt of Landlord's billing, for the actual
amounts of all water, steam, compressed air, electric current and/or Excess HVAC
consumed beyond the normal levels Landlord is required herein to provide. Said
billing shall be calculated on the usage indicated by such meter(s),
sub-meter(s), or Tenant's written request thereto, and shall be issued by
Landlord at the rates charged for such services by the local public utility
furnishing the same, plus any additional expense reasonably incurred by Landlord
in providing said Excess Utility Use and/or in keeping account of the water,
steam, compressed air and electric current so consumed, plus an administrative
and billing fee equal to twenty-five percent (25%) of the costs so billed.

                                       8
<PAGE>

SECTION 8.7. CHANGES AFFECTING HVAC. Tenant shall also pay as Additional Rent
for any additional costs Landlord incurs to repair any failure of the HVAC
equipment and systems to perform their function when said failure arises out of
or in connection with any change in, or alterations to, the arrangement of
partitioning in the Premises after the Commencement Date, or from occupancy by,
on average, more than one person for every one hundred and twenty-five (125)
usable square feet of the Premises, or from Tenant's failure to keep all HVAC
vents within the Premises free of obstruction.

SECTION 8.8. DAMAGED OR DEFECTIVE SYSTEMS. Tenant shall give written notice to
Landlord within twenty-four (24) hours of any alleged damage to, Or defective
condition in any part or appurtenance of the Building's sanitary, electrical,
HVAC or other systems serving, located in, or passing through, the Premises.
Provided that the repair or remedy of said damage or defective condition is
within the reasonable control of Landlord, it shall be remedied by Landlord with
reasonable diligence. Otherwise, Landlord shall make such commercially
reasonable efforts as may be available to Landlord to effect such remedy or
repair, but except in the case of Landlord's gross negligence and/or willful
misconduct or the gross negligence and/or willful misconduct of Landlord's
agents, contractors, directors, employees, officers, partners, and/or
shareholders, Landlord shall not be liable to Tenant for any failure thereof.

         Tenant shall not be entitled to claim any damages arising from any such
damage or defective condition nor shall Tenant be entitled to claim any eviction
by reason of any such damage or defective condition unless:

a)       the same was caused by Landlord's gross negligence or willful
         misconduct while operating or maintaining the Premises or the Building;

b)       the damage or defective condition has substantially prevented Tenant
         from conducting its normal business operations or obtaining access to
         at least seventy-five percent (75%) of the Premises; and

c)       Landlord shall have failed to commence the remedy thereof and proceeded
         with reasonable diligence to complete the same after Landlord's receipt
         of notice thereof from Tenant.

         Furthermore, if such damage or defective condition was caused by, or is
attributed to, a Tenant Change or the unreasonable or improper use of such
system(s) by Tenant or its employees, licensees or invitees:

d)       the cost of the remedy thereof shall be paid by Tenant as Additional
         Rent pursuant to the provisions of Section 4.3;

e)       in no event shall Tenant be entitled to any abatement of rent as
         specified above; and

f)       Tenant shall be estopped from making any claim for damages arising out
         of Landlord's repair thereof.

SECTION 8.9. LIMITATION ON LANDLORD'S LIABILITY FOR FAILURE TO PROVIDE UTILITIES
AND/OR SERVICES. Except in the case of Landlord's gross negligence, or willful
misconduct or the gross negligence or willful misconduct of Landlord's agents,
contractors, directors, employees, licensees, officers, partners or
shareholders, Tenant hereby releases Landlord from any liability for damages, by
abatement of rent or otherwise, for any failure or delay in furnishing any of
the services or utilities specified in this Article 8 (including, but not
limited to telephone and telecommunication services), or for any diminution in
the quality or quantity thereof.

         Tenant's release of Landlord's liability shall be applicable when such
failure, delay or diminution is occasioned, in whole or in part, by repairs,
replacements, or improvements, by any strike, lockout or other labor trouble, by
Landlord's inability to secure electricity, gas, water or other fuel at the
Building after Landlord's reasonable effort to do so, by accident or casualty
whatsoever, by act or default of Tenant or parties other man Landlord, or by
any other cause beyond Landlord's reasonable control. Such failures, delays or
diminution shall never be deemed to constitute a constructive eviction or
disturbance of Tenant's use and possession of the Premises, or serve to relieve
Tenant from paying Rent or performing any of its obligations under the Lease.

         Furthermore, Landlord shall not be liable finder any circumstances for
a loss of, injury to, or interference with, Tenant's business, including,
without limitation, any loss of profits occurring or arising through or in
connection with or incidental to Landlord's failure to furnish any of the
services or utilities required by this Article 8.

         Notwithstanding the above, Landlord shall use commercially reasonable
efforts to remedy any delay, defect or insufficiency in providing the services
and or utilities required hereunder.

SECTION 8.10. TENANT PROVIDED SERVICES. Tenant shall make no contract or employ
any labor in connection with the maintenance, cleaning or other servicing of
the physical structures of the Premises or for installation of any computer,
telephone or other cabling, equipment or materials provided in or to the
Premises (collectively and individually a "Tenant Service") without the prior
consent of Landlord, which consent shall not be unreasonably withheld. Tenant
shall not permit the use of any labor, material or equipment in the performance
of any Tenant Service if the use thereof, in Landlord's reasonable judgment,
would violate the provisions of any agreement between Landlord and any union
providing work, labor or services in or about the Premises, Building and/or
create labor disharmony in the Building.

                                    ARTICLE 9
         TENANT'S INDEMNIFICATION AND LIMITATION ON LANDLORD'S LIABILITY

SECTION 9.1. TENANT'S INDEMNIFICATION AND HOLD HARMLESS. For the purposes of
this Section 9.1, "Indemnitee(s)" shall jointly and severally refer to Landlord
and Landlord's agents, clients, contractors, directors, employees, officers,
partners, and/or shareholders.

                                       9
<PAGE>

         Tenant shall indemnify and hold indemnitees harmless from and against
all claims, suits, demands, damages, judgments, costs, interest and expenses
(including attorneys fees and costs incurred in the defense thereof) to which
any Indemnitee may be subject or suffer when the same arise out of the
negligence or willful misconduct of Tenant or the negligence or willful
misconduct of Tenant's agents, contractors, directors, employees, licensees,
officers, partners or shareholders in connection with the use of, work in,
construction to, or actions in, on, upon or about the Premises, including any
actions relating to the installation, placement, removal or financing of any
Tenant Change, improvements, fixtures and/or equipment in, on, upon or about the
Premises.

         Tenant's indemnification shall extend to any and all claims and
occurrences, whether for injury to or death of any person or persons, or for
damage to property (including any loss of use thereof), or otherwise, occurring
during the Term or prior to the Commencement Date (if Tenant has been given
early access to the Premises for whatever purpose), and to all claims arising
from any condition of the Premises due to or resulting from any default by
Tenant in the keeping, observance or performance of any covenant or provision of
this Lease, or from the negligence or willful misconduct of Tenant or the
negligence or willful misconduct of Tenant's agents, contractors, directors,
employees, licensees, officers, partners or shareholders.

SECTION 9.2. NULLITY OF TENANT'S INDEMNIFICATION IN EVENT OF GROSS NEGLIGENCE.
Notwithstanding anything to the contrary contained in this .Lease, Tenant's
indemnification shall not extend to the gross negligence or willful misconduct
of Landlord or the gross negligence or willful misconduct of Landlord's agents,
contractors, directors, employees, officers, partners or shareholders, nor to
such events and occurrences for which Landlord otherwise carries insurance
coverage.

SECTION 9.3. TENANT'S WAIVER OF LIABILITY. Provided that any injury or damage
suffered by Tenant or Tenant's agents, clients, contractors, directors,
employees, invitees, officers, partners, and/or shareholders did not arise out
of the gross negligence or willful misconduct of Landlord or the gross
negligence or willful misconduct of Landlord's agents, Contractors, employees,
officers, partners or shareholders, Tenant shall make no claim against Landlord
and Landlord shall not be liable or responsible in any way for, and Tenant
hereby waives all claims against Landlord with respect to or arising out of
injury or damage to any person or property in or about the Premises by or from
any cause whatsoever under the reasonable control or management of Tenant.

SECTION 9.4. LIMITATION OF LANDLORD'S LIABILITY. Tenant expressly agrees that,
notwithstanding anything in this Lease and/or any applicable law to the
contrary, the liability of Landlord and Landlord's agents, contractors,
directors, employees, licensees, officers, partners or shareholders, including
any successor in interest thereto (collectively and individually the "Landlord
Parties"), and any recourse by Tenant against Landlord or the Landlord Parties
shall be limited solely and exclusively to an amount which is equal to the
interest of Landlord in the Building.

         Tenant specifically agrees that neither Landlord nor any of the
Landlord Parties snail have any personal liability therefor. Further Tenant
hereby expressly waives and releases such personal liability on behalf of itself
and all persons claiming by, through or under Tenant.

SECTION 9.5. TRANSFER OF LANDLORD'S LIABILITY. Tenant expressly agrees that, to
the extent that any transferee assumes the obligations of Landlord hereunder,
and provided Landlord has either transferred the complete Security Deposit held
pursuant to this Lease or refunded the same to Tenant as of the date of such
transfer, then the covenants and agreements on the part of Landlord to be
performed under this Lease which arise and/or accrue after the date of such
transfer shall not be binding upon Landlord herein named from and after the
date of transfer of its interest in the Building.

SECTION 9.6. LANDLORD'S INDEMNIFICATION. Landlord shall indemnify, and hold
Tenant and Tenant's agents, contractors, directors, employees, officers,
partners or shareholders harmless from and against any and all claims, causes of
action, liabilities, losses, reasonable costs and expenses, including
reasonable attorneys' fees and court costs, arising from or in connection with:

a)       any activity occurring, or condition existing, at or in the Building
         (other than in the Premises) when such activity or condition is under
         the reasonable Control of Landlord, except when the same is caused in
         whole or in part by the negligence or willful misconduct of Tenant or
         Tenant's employees, agents, or contractors, or by Tenant's breach or
         default in the performance of any obligation under this Lease; or

b)       any activity occurring, or condition existing in the Premises when
         solely caused by the gross negligence or willful misconduct of Landlord
         or landlord's employees, agents, or contractors.

                                   ARTICLE 10
                              COMPLIANCE WITH LAWS

SECTION 10.1. TENANT'S COMPLIANCE WITH LAWS. Tenant shall not use, permit to be
used, or permit anything to be done in or about all or any portion of the
Premises which will in any way violate any laws, statutes, ordinances, rules,
orders or regulations duly issued by any governmental authority having
jurisdiction over the Premises, or by the Board of Fire Underwriters (or any
successor thereto) (collectively "Codes").

SECTION 10.2. TENANT TO COMPLY AT SOLE EXPENSE. Tenant shall, at its sole
expense, promptly remedy any violation of such Codes, provide, however, that
nothing contained in this Section 10.2 shall require Tenant to make any
structural changes to the Premises, unless such changes are required due to
either Tenant or Tenant's agents, clients, contractors, directors, employees,
invitees, licensees, officers, partners or shareholders use of the Premises for
purposes other than general office purposes consistent with a Class A office
building.

                                       10
<PAGE>

SECTION 10.3. CONCLUSIVE EVIDENCE OF VIOLATION. The judgment of any court of
competent jurisdiction; Tenant's admission; or the admission of any one or more
of Tenant's agents, contractors directors employees, officers, partners or
shareholders in any action against Tenant, whether or not Landlord is a party
thereto, that Tenant has so violated any one or more Codes shall be conclusive
evidence of such violation as between Landlord and Tenant.

                                   ARTICLE 11
                            ASSIGNMENT AND SUBLETTING

SECTION 11.1. PERMISSION REQUIRED FOR ASSIGNMENT OR SUBLET. Unless Landlord's
prior written consent has been given, which consent shall not be unreasonably
withheld, conditioned and/or delayed, this Lease shall not, nor shall any
interest herein, be assignable as to the interest of Tenant by operation of
law; nor shall Tenant:

a)       assign, mortgage, pledge, encumber or otherwise transfer this Lease,
         the Term and estate hereby granted or any interest hereunder;

b)       permit the Premises or any part thereof to be utilized by anyone other
         than Tenant (whether as by a concessionaire, franchisee, licensee,
         permittee or otherwise); or

c)       except as hereinafter provided, sublet the Premises or any part thereof
         (collectively with the items contained in this Section 11.1, a
         "Transfer").

         Any assignment, mortgage, pledge, encumbrance, transfer or sublease
without Landlord's prior written consent shall be voidable, and, in Landlord's
sole election, shall constitute a material default under this Lease.

SECTION 11.2. VOLUNTARY ASSIGNMENT DUE TO CHANGES IN STRUCTURE OF TENANT. Any
dissolution, merger, consolidation, or other reorganization of Tenant, or the
single sale or other transfer of a controlling percentage of the capital stock
of Tenant (other than the sale of such stock pursuant to a public offering that
results in a majority of the same members of the Board and executive officers
remaining in control of said corporation) and or the single sale of fifty
percent (50%) or more of the value of the assets of Tenant, shall be deemed a
voluntary assignment. The phrase "controlling percentage" means the ownership
of, and the right to vote stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of Tenant's capital stock issued,
outstanding, and entitled to vote for the election of directors.
Notwithstanding anything to the contrary contained herein, the preceding
paragraph shall not apply to corporations whose stock is traded through a
recognized United States exchange or over the counter.

         Any withdrawal or change (whether Voluntary, involuntary, or by
operation of law) in the partnership by one or more partners who own, in the
aggregate fifty percent (50%) or more of the partnership, or the dissolution of
the partnership, shall be deemed a voluntary assignment.

         If Tenant is comprised of more than one individual, a purported
assignment (whether voluntary, involuntary, or by operation of law), by any one
of the persons executing this Lease shall be deemed a voluntary assignment.

SECTION 11.3. REQUEST TO ASSIGN OR SUBLEASE. If at any time during the Term,
Tenant wishes to assign this Lease or any interest therein, or to sublet all or
any portion of the Premises, then at least thirty (30) days prior to the date
when Tenant desires the assignment or sublease to be effective, Tenant shall
give written notice to Landlord setting forth the name, address, and business of
the proposed assignee or sublessee, business and personal credit applications
completed on Landlord's standard application forms, and information (including
references and such financial documentation as Landlord shall reasonably
prescribe) concerning the character and financial condition of the proposed
assignee or sublessee, the effective date of the assignment or sublease, and all
the material terms and conditions of the proposed assignment, and with
reference solely to a sublease: a detailed description of the space proposed to
be sublet, together with any rights of the proposed sublessee to use Tenant's
improvements and/or ancillary services with the Premises.

SECTION 11.4. LANDLORD'S CONSENT. Landlord shall have twenty (20) days after
Tenant's notice of assignment and/or sublease is received with the financial
information reasonably requested by Landlord to advise Tenant of Landlord's
consent to or disapproval of such proposed assignment or sublease, which consent
shall not be unreasonably withheld, conditioned and/or delayed. Any disapproval
by Landlord shall contain Landlord's detailed reasons for such disapproval.

         Tenant acknowledges that Landlord's consent shall be based upon the
criteria listed in Sections 11.4 (a) through (e) below, and subject to
Landlord's right to unilaterally disapprove of any proposed assignment and/or
sublease, based on the existence of any condition contained within Section 11.5
hereinbelow. If Landlord provides its consent or fails to provide its
disapproval within the time period specified, Tenant shall be free to complete
the assignment and/or sublet such space to the party contained in Tenant's
notice, subject to the following conditions:

a)       The assignment and/or sublease shall be on the same terms as were set
         forth in the notice given to Landlord;

b)       The assignment and/or sublease shall be documented in a written format
         that is reasonably acceptable to Landlord, which form shall
         specifically include the assignee's and/or sublessee's acknowledgement
         and acceptance of the obligation contained in this Lease, in so far as
         applicable;

c)       The assignment and/or sublease shall not be valid, nor shall the
         assignee or sublessee take possession of the Premises, or subleased
         portion thereof, until an executed duplicate original of such sublease
         and/or assignment has been delivered to Landlord;

d)       The assignee and/or sublessee shall have no further right to assign
         this Lease and/or sublease the Premises;

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<PAGE>

e)   Tenant shall pay monthly to Landlord one-half(1/2) of the "Net Rental
     Profit" per square foot received by Tenant. Such Net Rental Profit shall be
     payable to Landlord as Additional Rental under this Lease without affecting
     or reducing and other obligation of Tenant hereunder.

          Net Rental Profit shall be calculated by subtracting the Rent and
     Additional Rent paid to Landlord by Tenant, as well as Tenant's reasonable
     costs of subletting such space (such as rent abatement, fair market leasing
     commissions, reasonable marketing expenses, new leasehold improvements, and
     reasonable attorney fees and expenses, as well as any economic
     consideration received by Tenant arising out of the sale of Tenant's
     business, or because Tenant provides ancillary business services to the
     sublessee, such as reception or secretarial services, or office furnishings
     or equipment, from the total rent per square foot that Tenant is paid by
     any sublessee.

          Tenant shall deliver to Landlord a statement within thirty (30) days
     after the end of each calendar year and/or within thirty (30) days after
     the expiration or earlier termination of the Term of this Lease in which
     any sublease of the Premises has occurred, specifying for each such
     sublease:

     i)   the date of its execution and delivery, the number of square feet of
          the Rentable Area demised thereby and the Term thereof, and

     ii)  a computation in reasonable detail showing

          1)   the amounts (if any) paid and payable by Tenant to Landlord
               pursuant to this Section 11.4 with respect to such sublease for
               the period covered by such statement and

          2)   the amounts (if any) paid and payable by Tenant to Landlord
               pursuant to this Section 11.4 with respect to any payments
               received from a sublessee during such period but which relate to
               an earlier period.

SECTION 11.5. REASONABLE GROUNDS FOR DENIAL OF ASSIGNMENT AND/OR SUBLEASE.
Landlord and Tenant agree that, in addition to such other reasonable grounds as
Landlord may assert for withholding its consent, it shall be reasonable under
this Lease and any applicable law for Landlord to withhold its consent to any
proposed Transfer, where any one or more of the following conditions exists:

a)   The proposed sublessee or assignee (a "Transferee") is, in Landlord's
     reasonable judgment, of a character or reputation which is not consistent
     with those businesses customarily found in a Class A office building;

b)   The Transferee is engaged in a business or intends to use all or any
     portion of the Premises for purposes which are not consistent with those
     generally found in the Building or other Class A office buildings in the
     vicinity of the Building, provided, however, that in no event shall
     Landlord be permitted to decline Tenant's request for a Transfer solely on
     the basis of said Transferee's intent to change the Specified Use from that
     of Tenant, unless such proposed change shall violate any Exclusive Use
     provision already granted by Landlord;

c)   The Transferee is either a governmental agency or instrumentality thereof;

d)   The Transfer will result in more than a reasonable and safe number of
     occupants within the
     Premises;

e)   The Transferee is not a party of reasonable financial worth and/or
     financial stability in light of the responsibilities involved under the
     sublease, if a sublessee, or the Lease, if an assignee, on the date consent
     is requested, or has demonstrated a prior history of credit instability or
     unworthiness;

f)   The Transfer will cause Landlord to be in violation of another lease or
     agreement to which Landlord is a party, or would give another occupant of
     the Building a right to cancel its lease;

g)   The Transferee will retain any right originally granted to Tenant to
     exercise a right of renewal, right of expansion, right of first offer or
     other similar right held by Tenant. However, nothing contained herein shall
     prevent Tenant from exercising, any Option to Extend the Term hereof it
     may have early, concurrent with Tenant's request for such transfer;

h)   Either the proposed Transferee, or any person on entity which directly or
     indirectly, controls, is controlled by, or is under common control with,
     the proposed Transferee:

     i)   is a tenant in the Building at the time Tenant requests approval of
          the proposed Transfer and Landlord has other similar space available
          in the Building; or

     ii)  is engaged in on-going negotiations with Landlord to lease space in
          the Building at the time Tenant requests approval of the proposed
          Transfer;

i)   The Transferee intends to use all or a portion of the Premises for medical
     procedures or for a primary business which is as a boiler-room type sales
     or marketing organization.

     If Landlord withholds or conditions its consent and Tenant believes that
Landlord did so contrary to the terms of this Lease, Tenant may, as its sole
remedy, prosecute an action for declaratory relief to determine if Landlord
properly withheld or conditioned its consent, and Tenant hereby waives all other
remedies, including without limitation those set forth in California Civil Code
Section 1995.310.

SECTION 11.6. TENANT'S CONTINUED OBLIGATION. Any consent by Landlord to an
assignment of this Lease and/or sublease of the Premises shall not release
Tenant from any of Tenant's obligations hereunder or be deemed to be a consent
by Landlord to any subsequent hypothecation, assignment, subletting, occupation
or use by another person, and Tenant shall remain liable to pay the Rent and/or
perform all other obligations to be performed by Tenant hereunder. Landlord's
acceptance of Rent or Additional Rent from any other person shall not be deemed
to be a waiver by Landlord of any provision of this Lease. Landlord,s consent to
one assignment or subletting shall not be deemed consent to any subsequent
assignment or subletting.

         If any assignee or sublessee of Tenant or any successor of Tenant
defaults in the performance of any of the provisions of this Lease, whether or
not Landlord has collected Rent directly from said assignee or sublessee,
Landlord may proceed directly against Tenant without the necessity of

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<PAGE>


exhausting remedies against such assignee, sublessee or other
successor-in-interest, provided Landlord gives Tenant at least five (5) days
notice and opportunity to cure prior to proceeding directly against Tenant.

Provided that in no event shall any further assignment, sublease, amendment or
modification to this Lease serve to either increase Tenant's liability or expand
Tenant's duties or obligations hereunder, or relieve Tenant of its liability
under this Lease, then Landlord may consent to subsequent assignments or
subletting of this Lease or amendments or modifications to this Lease with any
assignee, without notifying Tenant or any successor of Tenant, and without
obtaining their consent thereto.

SECTION 11.7. TENANT TO PAY LANDLORD'S COSTS. If Tenant assigns or sublets the
Premises or requests the consent of Landlord to any assignment, subletting or
other modification of this Lease, or if Tenant requests the consent of Landlord
for any act that Tenant proposes to do, whether or not Landlord shall grant
consent thereto, then Tenant shall, concurrent with Tenant's submission of any
written request therefor, pay Landlord's reasonably anticipated costs: for
review of Tenant's documentation, credit check and processing fees, as well as
any reasonable legal fees incurred by Landlord in connection therewith, which
costs shall not exceed $750.00 in the aggregate.

SECTION 11.8. SUCCESSORS AND ASSIGNS. Subject to the provisions contained
herein, the covenants and agreements contained in this Lease shall bind and
inure to the benefit of Landlord and Tenant, their respective successors and
assigns and all persons claiming by, through or under them.

                                   ARTICLE 12
          MAINTENANCE, REPAIRS, DAMAGE, DESTRUCTION, RENOVATION AND/OR
                                   ALTERATION

SECTION 12.1. TENANT'S OBLIGATION TO MAINTAIN. Tenant shall, at Tenant's sole
expense, maintain the Premises in good order and repair, and shall also keep
clean any portion of the Premises which Landlord is not obligated to clean. Such
obligation shall include the clean-out; repair and/or replacement of Tenant's
garbage disposal(s), Instant-Heat or other hot water producing equipment, if
any, and the cleaning and removal of any dishes and/or food prior to the same
becoming unsanitary. If Tenant becomes obligated to repair anything within the
Premises, Tenant shall advise Landlord's managing agent of such need, which
request shall be presumed conclusive evidence of Tenant's obligation and
willingness to reimburse Landlord for such repair(s).

     Further, Tenant shall pay the cost of any injury, damage or breakage in,
upon or to the Premises created by Tenant's gross negligence or willful
misconduct or the gross negligence or willful misconduct of Tenant's agents,
clients, contractors, directors, employees, invitees, licensees, officers,
partners or shareholders.

     Subject to Tenant's obligation for reimbursement to Landlord, as specified
herein, Landlord shall make all repairs to the Premises and the exterior walls,
foundation and roof of the Building, the structural portions of the floors of
the Building, the systems and equipment of the Building and the Tenant
Improvements installed in the Premises. However, if such repairs, maintenance or
cleaning are required due to Tenant's gross negligence or willful misconduct or
the gross negligence or willful misconduct of Tenant's agents, clients,
contractors, directors, employees, invitees, licensees, officers, partners or
shareholders, then, Tenant shall, within ten (10) days after receipt of
Landlord's billing therefor, reimburse Landlord, as Additional Rent, for any
expense of such repairs, cleaning and/or maintenance in excess of any insurance
proceeds available for reimbursement thereof, including for any deductible
anticipated in connection therewith.

     Tenant hereby waives all right to make repairs at Landlord's expense under
the provisions of Section 1932(1), 1941 and 1942 of the Civil Code of
California.

SECTION 12.2. REPAIR PERIOD NOTICE. Tenant shall give prompt notice to Landlord
of Tenant's actual knowledge of any damage or destruction to all or any part of
the Premises or Building resulting from or arising out of any fire, earthquake,
or other identifiable event of a sudden, unexpected or unusual nature
(individually or collectively a "Casualty"). The time periods specified in this
Section 12.2. shall commence after Landlord receives said written notice from
Tenant of the occurrence of a Casualty. After receipt of Tenant's written notice
that a Casualty has occurred, Landlord shall, within the later of:

a)   sixty (60) days after the date on which Landlord determines the full extent
     of the damage caused by the Casualty; or

b)   thirty (30) days after Landlord has determined the extent of the insurance
     proceeds available to effectuate repairs, but

c)   in no event more than one hundred and twenty (120) days after the Casualty,

     provide written notice to Tenant indicating the anticipated time period for
repairing the Casualty (the "Repair Period Notice"). The Repair Period Notice
shall also state, if applicable, Landlord's election either to repair the
Premises, or to terminate this Lease, pursuant to the provisions of Section
12.3, and if Landlord elects to terminate this Lease, Landlord shall use
commercially reasonable efforts to provide Tenant with a minimum period of
ninety (90) days within which to fully vacate the Premises.

SECTION 12.3. LANDLORD'S OPTION TO TERMINATE OR REPAIR. Notwithstanding anything
to the contrary contained herein, Landlord shall have the option, but not the
obligation to elect not to rebuild or restore the Premises and/or the Building
if one or more of the following conditions is present:

a)   repairs to the Premises cannot reasonably be completed within one hundred
     and eighty (180) days after the date of the Casualty (when such repairs are
     made without the payment of overtime or other premiums);

                                       13
<PAGE>

b)   repairs required cannot be made pursuant to the then-existing laws or
     regulations affecting the Premises or Building, or the Building cannot be
     restored except in a substantially different structural or architectural
     form than existed before the Casualty;

c)   the holder of any mortgage on the Building or ground or underlying lessor
     with respect to the Real Property and/or the Building shall require that
     all or such large a portion of the insurance proceeds be used to retire the
     mortgage debt, so that the balance of insurance proceeds remaining
     available to Landlord for completion of impairs shall be insufficient to
     repair said damage or destruction;

d)   the holder of any mortgage on the Building or ground or underlying lessor
     with respect to the Real Property and/or the Building shall terminate the
     mortgage, ground or underlying lease, as the case may be;

e)   provided Landlord has carried the coverage Landlord is required to obtain
     under Section 19.1 of this Lease, the damage is not fully covered, except
     for deductible amounts, by Landlord's insurance policies;

f)   more than thirty-three and one-third percent (33 1/3%) of the Building is
     damaged or destroyed, whether or not the Premises is affected, provided
     that Landlord elects to terminate all other leases for offices of a similar
     size in the Building.

     If Landlord elects not to complete repairs to the Building or Premises,
pursuant to this Section 12.3, Landlord's election to terminate this Lease shall
be stated in the Repair Period Notice, in which event this Lease shall cease and
terminate as of the date contained in Landlord's Repair Period Notice.

     If one hundred percent of the Building is damaged or destroyed, as
certified by an independent building inspector, this Lease shall automatically
terminate after Tenant's receipt of written notice of such termination from
Landlord, and without action beyond the giving of such notice being required by
either Landlord or Tenant.

     Upon any termination of this Lease pursuant to this Section 12.3, Tenant
shall pay its prorata share of Fixed Monthly Rent and Additional Rent, properly
apportioned up to the date of such termination, reduced by any abatement of Rent
to which Tenant is entitled under Section 12.5; after which both Landlord and
Tenant shall thereafter be freed and discharged of all further obligations under
the Lease, except for those obligations which by their provisions specifically
survive the expiration or earlier termination of the Term.

SECTION 12.4. TENANT'S OPTION TO TERMINATE. If

a)   the Repair Period Notice provided by Landlord indicates that the
     anticipated period for repairing the Casualty exceeds one hundred and
     eighty (180) days after the Casualty (the "Repair Period"), or

b)   the Casualty to the Premises occurs during the last twelve (12) months of
     the Term; then

     Tenant shall have the option, but not the obligation, to terminate this
Lease by providing written notice ("Tenant's Termination Notice") to Landlord
within thirty (30) days after receiving the Repair Period Notice in the case of
12.4 (a); or within thirty (30) days after the Casualty, in the case of Section
12.4 (b). Furthermore, if:

c)   Landlord does not complete the repairs required hereinabove within the
     Repair Period, and

d)   further provided Landlord has not diligently commenced and continued to
     prosecute to completion repair of the damage and/or destruction caused by
     the Casualty, and

e)   Landlord has not completed the repairs thereafter on or before thirty (30)
     days after the expiration of the Repair Period,

     then Tenant shall also have the option, but not the obligation, to
terminate then Lease by giving Landlord written notice of its intention to so
terminate, which notice shall be given not more than forty-five (45) days after
expiration of the Repair Period.

     Tenant's failure to provide Landlord with Tenant's Termination Notice
within the time periods specified hereinabove shall be deemed conclusive
evidence that Tenant has waived its option to terminate this Lease.

SECTION 12.5. TEMPORARY SPACE AND/OR RENT ABATEMENT DURING REPAIRS OR
RENOVATION. During the Repair Period or during any such period that Landlord
completes Work (as defined hereinbelow) or Renovations (as defined hereinbelow),
if available, and if requested by Tenant, Landlord shall make available to
Tenant other space in the Building which, in Tenant's reasonable opinion, is
suitable for the temporary conduct of Tenant's business. However, if such
temporary space is smaller than the Premises, Tenant shall pay Fixed Monthly
Rent and Additional Rent for the temporary space based upon the calculated rate
per Rentable square foot payable hereunder for the Premises, times the number of
Rentable square feet available for Tenant's use in the temporary space.

     If no temporary space is available that is reasonably satisfactory to
Tenant, and any part of the Premises is rendered untenantable by reason of such
Casualty, Work or optional renovation; and further provided that the Casualty
was not the result of the gross negligence or willful misconduct of Tenant or
the gross negligence and/or willful misconduct of Tenant's agents, contractors,
directors, employees, licensees, officers, partners or shareholders, then to the
extent that all or said portion of the usable area of the Premises is so
rendered untenantable by reason of such Casualty, Work or optional renovation,
Tenant shall be provided with a proportionate abatement of Fixed Monthly Rent
and Additional Rent. Said proportional abatement shall be based on the Usable
Square Footage of the Premises that cannot and is not actually used by Tenant,
divided by the total Usable square feet contained in the Premises. That
proportional abatement, if any, shall be provided during the period beginning on
the later of:

a)   the date of the Casualty; or

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<PAGE>



b)   the actual date on which Tenant ceases to conduct Tenant's normal business
     operations in all or any portion of the Premises, and

     shall end on the date Landlord achieves substantial completion of
restoration of the Premises. Tenant's acceptance of said abatement of Rent shall
be deemed conclusive evidence of Tenant's waiver of any further claim or right
of future claim for any loss or damage asserted by Tenant arising out of the
Casualty Repair, Work or Renovation, as the case may be.

SECTION 12.6. TENANT'S WAIVER OF CONSEQUENTIAL DAMAGES. Subject to Section 12.4,
the provisions contained in Section 12.5 are Tenant's sole remedy arising out of
any Casualty. Landlord shall not be liable to Tenant or any other person or
entity for any direct, indirect, or consequential damage (including but not
limited to lost profits of Tenant or loss of or interference with Tenant's
business), unless caused by the gross negligence or willful misconduct of
Landlord or the gross negligence or willful misconduct of Landlord's agents,
contractors, directors, employees, licensees, officers, partners or
shareholders, due to, arising out of, or as a result of the Casualty (including
but not limited to the termination of the Lease in connection with the
Casualty).

SECTION 12.7. REPAIR OF THE PREMISES WHEN CASUALTY NOT CAUSED BY TENANT. If the
cost of repair of any Casualty is covered under one or more of the insurance
policies Landlord is required herein to provide, then, provided such Casualty is
not a result of Tenant's gross negligence or willful misconduct or the gross
negligence or willful misconduct of Tenant's agents, contractors, directors,
employees, licensees, officers, partners or shareholders, Landlord shall restore
the base core and shell of the Premises to its condition prior to the Casualty
and repair and/or replace the Improvements previously installed in the Premises,
to a maximum of $35.00 per usable square foot. Tenant shall have the option to
either, at Tenant's sole expense, complete the balance of repairs needed to
restore the Improvements contained in the Premises to their condition prior to
the Casualty or to continue Tenant's normal business operations in the Premises
in the condition to which Landlord has so restored the Improvements.

     If Landlord has elected to complete repairs to the Premises, and has not
elected to terminate this Lease, as specified in Section 12.3, then Landlord
shall complete such repairs within the Repair Period, in a manner, and at times,
which do not unreasonably interfere with Tenant's use of that portion of the
Premises remaining unaffected by the Casualty. Provided Landlord has elected to
make the repairs required hereunder, this Lease shall not be void or voidable
during the Repair Period, nor shall Landlord be deemed to have constructively
evicted Tenant thereby.

SECTION 12.8. REPAIR OF THE PREMISES WHEN CASUALTY CAUSED BY TENANT. If the
Casualty to all or any portion of the Premises resulted from the gross
negligence and/or willful misconduct of Tenant or the gross negligence and/or
willful misconduct of Tenant's agents, contractors, directors, employees,
licensees, officers, partners or shareholders, Landlord shall not be required to
repair any such injury or damage. Landlord shall only repair, at its expense,
damage or destruction to the Building, and Tenant shall pay the cost of
repairing the Premises and any deductible payable by Landlord for repair of the
Building. Furthermore, Tenant hereby waives the provisions of California Civil
Code Sections 1932(2) and 1933(4) and the provisions of any successor or other
law of like import.

     If the Casualty to all or any portion of the Premises was caused by the
gross negligence and/or willful misconduct of Tenant or the gross negligence
and/or willful misconduct of Tenant's agents, contractors, directors, employees,
officers, partners, and/or shareholders, then, except in the case of Landlord's
gross negligence and/or willful misconduct, Landlord shall not be liable for any
inconvenience or annoyance to Tenant or Tenant's agents, clients, contractors,
directors, employees, invitees, licensees, officers, partners or shareholders,
or for injury to the business of Tenant resulting in any way from such damage,
or from Landlord's undertaking of such repairs.

SECTION 12.9. REPAIR OF THE BUILDING. Except as specified hereinabove, unless
Landlord terminates this Lease as permitted hereinabove, Landlord shall repair
the Building, parking structure or other supporting structures and facilities
within two hundred and seventy (270) days after Landlord becomes aware of such
damage and/or destruction.

SECTION 12.10. GOVERNMENT-REQUIRED REPAIRS. If, during the Term, additional
inspections other than those standard annual or biannual inspections to which
the Building may generally be subject; testing, repairs and/or reconstruction
(collectively the "Work") are required by any governmental authority, or if,
upon the recommendation of its engineers, Landlord independently elects to
undertake all or any portion of the Work prior to being required to do so by
such governmental authority, Landlord shall give written notice thereof to
Tenant and shall use its best efforts not to unreasonably interfere with
Tenant's use of the Premises while completing the Work. Tenant shall cooperate
fully with Landlord in connection with the Work and, upon the prior written
request of Landlord, shall make the Premises available for completion of the
Work. Tenant agrees that Landlord shall allocate all costs associated with
completion of the Work to the Building's Operating Expenses, when permitted
under to the provisions of Section 4.1 of this Lease.

     If Landlord elects to undertake the Work during the Term, pursuant to the
applicable provisions of this Lease, then Tenant shall be entitled to an
abatement of rent, pursuant to the provisions of Section 12.5 hereinabove, and
Landlord shall be completely responsible for repair of any damage to the
Premises and all costs associated with the removal, moving and/or storage of
Tenant's furniture, artwork, office equipment and files. Landlord will restore
any and all areas damaged by completion of the Work to their previous quality
and pay all clean-up costs. Landlord further agrees that it shall use
commercially reasonable efforts to see that all construction, such as coring or
power nailing that could be disruptive to Tenant's normal business operations
shall, in so far as is reasonably possible, be performed between the hours of
7:00 p.m. to 7:00 a.m. Monday through Friday, after 1:00 p.m. on Saturdays
and/or at any time on Sundays.

                                       15
<PAGE>


     Except in the case of Landlord's gross negligence and/or willful misconduct
or the gross negligence and/or willful misconduct of Landlord's agents,
contractors, directors, employees, officers, partners, and/or shareholders,
Tenant shall not have the right to terminate this Lease as a result of Landlord
undertaking the Work, nor shall Tenant or any third party claiming under Tenant
be entitled to make any claim against Landlord for any interruption,
interference or disruption of Tenant's business or loss of profits therefrom as
a result of the Work, and Tenant hereby releases Landlord from any claim which
Tenant may have against Landlord arising from Or relating to, directly or
indirectly, the performance of the Work by Landlord.

SECTION 12.11. OPTIONAL LANDLORD RENOVATION. It is specifically understood and
agreed that Landlord has no obligation and has made no promises to alter,
remodel, improve, renovate or decorate the Premises, Building, or any part
thereof and that, except as set forth herein, no representations respecting the
condition of the Premises or the Building have been made by Landlord to Tenant,

     However, Tenant acknowledges that, at any time and from time to time during
the Term, Landlord may elect, in Landlord's sole discretion, to renovate,
improve, alter or modify the Building and/or Premises including without
limitation, the parking facilities, common areas, systems, equipment, roof, and
structural portion of the same, which Renovations may include, without
limitation:

a)   modifying the common areas and tenant spaces to comply with applicable laws
     and regulations, including regulations relating to the physically disabled,
     seismic conditions and building safety and security and

b)   installing new carpeting, lighting and wall covering in the Building common
     areas,

     which Sections 12.11 (a) and 12.11 (b) shall hereinafter collectively be
known as the "Renovations",

     In connection with such Renovations, Landlord may, among other things,
erect scaffolding or other necessary structures in the Building, limit or
eliminate access to portions of the Building, common areas or parking facilities
serving the Building, or perform other work in the Building, which work may
create noise, dust or debris that remains in the Building, provided however,
Landlord shall make commercially reasonable efforts to provide Tenant and its
clients with reasonable access to and use of the Premises.

     Landlord shall have the right to access through the Premises as well as the
right to take into and upon and through all or any part of the Premises, or any
other part of the Building, all materials that may reasonably be required to
make such repairs, alterations, decorating, additions or improvements pursuant
to the provisions of this Section 12.11. So long as Tenant shall maintain
reasonable access to the Premises, Building and parking facilities, Landlord
shall also have the right, in the course of the Renovations, to close entrances,
doors, corridors, elevators, or other building facilities, or temporarily to
abate the operation of such facilities.

     So long as Tenant is not required to vacate the Premises for any reason
arising out of the Renovations, and maintains reasonable access to the Premises,
Tenant shall permit all of the Renovations to be done, and except in the case of
Landlord's gross negligence or willful misconduct or the gross negligence or
willful misconduct of Landlord's contractors, directors, employees, officers,
partners or shareholders, without claiming Landlord is guilty of the
constructive eviction or disturbance of Tenant's use and possession.

     Further, except in the case of Landlord's gross negligence or willful
misconduct, or that of its agents, contractors, employees, officers, partners or
shareholders, Landlord shall not be liable to Tenant in any manner, whether for
reimbursement of any expense, injury, loss or damage to Tenant's property,
business, or any person claiming by or under Tenant, and whether by reason of
interference with the business of Tenant or inconvenience or annoyance to Tenant
or the customers of Tenant resulting from any work done in or about the Premises
or the Building or to any adjacent or nearby building, land, street or alley.
However, Landlord agrees that the Renovations shall be scheduled insofar' as is
commercially reasonable to permit Tenant to continue its normal business
operations, with advance notice thereof, and in such commercially reasonable
manner so as to minimize Tenant's inconvenience.

SECTION 12.12. OPTIONAL TENANT CHANGES DURING THE TERM. After completion of the
initial Improvements contemplated hereunder, if any, Tenant shall make no
alteration, change, addition, removal, demolition, improvement, repair or
replacement in, on, upon, to or about the Premises, or at any time to any
portion of the Building (collectively or individually a "Tenant Change"),
without the prior written consent of Landlord, which consent shall be in
Landlord's reasonable discretion. Except as otherwise specified in Article 7,
any Tenant Change shall, at the termination of mis Lease, become a part of the
Building and belong to Landlord, pursuant to the provisions of Article 7, Any
application for Landlord's consent to a Tenant Change, and the completion
thereof, shall be in conformance with the provisions of Exhibit B-l, attached
hereto and made a part hereof by reference.

     Tenant shall not knowingly permit Tenant's agents, clients, contractors,
directors, employees invitees, licensees, officers, partners or shareholders, to
deface the walls, floors and/or ceilings of the Premises, nor mark, drive nails,
screws or drill holes into, paint, or in any way mar any surface in the
Building. Notwithstanding the above, Tenant is hereby permitted to install such
pictures, certificates, licenses, artwork, bulletin boards and similar items as
are normally used in Tenant's business so long as such installation is carefully
attached to the walls by Tenant in a manner reasonably prescribed by Landlord,

                                       16
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     If Tenant desires, as a part of any Tenant Change, to make any revisions
whatsoever to the electrical, HVAC, mechanical, plumbing, or structural systems
of the Building or Premises, such revisions must be completed by subcontractors
specified by Landlord and in the manner and location(s) reasonably prescribed by
Landlord. If Tenant desires to install any telephone outlets, the same shall be
installed in the manner and location(s) reasonably prescribed by Landlord.

     If Landlord consents to any requested Tenant Change, Tenant shall give
Landlord a minimum of fifteen (15) days written notice prior to commencement
thereof. Landlord reserves the option, but not the obligation, to enter upon the
Premises for the purpose of posting and maintaining such notices on the Premises
as may be reasonably necessary to protect Landlord against mechanic's liens,
material man's liens or other liens, and/or for posting any other notices that
may be proper and necessary in connection with Tenant's completion of the Tenant
Change.

     If any alterations, additions or improvements made by Tenant result in
Landlord being required to make any alterations to other portions of the
Building in order to comply with any applicable statutes, ordinances or
regulations (e.g., "handicap ordinances") then Tenant shall reimburse Landlord
upon demand for all costs and expenses incurred by Landlord in making such
alterations.

SECTION 12.13. EXPRESS AGREEMENT. The provisions of this Lease, including those
contained in this Article 12, constitute an express agreement between Landlord
and Tenant that applies in the event of any Casualty to the Premises, Building
or Real Property. Tenant, therefore, fully waives the provisions of any statute
or regulations, including California Civil Code Sections 1932(2) and 1933(4),
and any other law or statute which purports to govern the rights or obligations
of Landlord and Tenant concerning a Casualty in the absence of express
agreement. Tenant and Landlord expressly agree and accept that any successor or
other law of like import shall have no application hereunder.

                                   ARTICLE 13
                                  CONDEMNATION

SECTION 13.1. CONDEMNATION OF THE PREMISES. If more than twenty five percent
(25%) of the Premises is lawfully condemned or taken in any manner for any
public or quasi-public use, or if any portion of the Building is condemned or
taken in such a manner that Tenant is reasonably prevented from obtaining access
to the Building or the Premises, this Lease may be terminated at the option of
either Landlord or Tenant by one party giving the other thirty (30) days written
notice of its intent to do so. If either Landlord or Tenant provide the other
party written notice of termination, the Term and estate hereby granted shall
forthwith cease and terminate as of the earlier of the date of vesting of title
in such condemnation or taking or the date of taking of possession by the
condemning authority.

     If less than twenty-five percent (25%) of the Premises is so condemned or
taken, then the term and estate hereby granted with respect to such part shall
forthwith cease and terminate as of the earlier of the date of vesting of title
in such condemnation or taking or the date of taking of possession by the
condemning authority, and the Fixed Monthly Rent payable hereunder (and
Additional Rent payable pursuant to Articles 3 or 4) shall be abated on a
prorated basis, by dividing the total number of Usable square feet so taken by
the total number of Usable square feet contained in the Premises, then
multiplying said percentage on a monthly basis, continuing from the date of such
vesting of title to the date specified in this Lease for the expiration of the
Term hereof.

     Notwithstanding the above, if any vacant space remains in the Building,
Landlord shall provide Tenant a first right of offer to lease such vacant space
on the same terms and conditions as are contained in this Lease, in which case
this Lease shall be amended to replace the Premises with such vacant space.

SECTION 13.2. CONDEMNATION OF THE BUILDING. If less than twenty-five percent
(25%) of the Building is so condemned or taken, then Landlord shall, to the
extent of the proceeds of the condemnation payable to Landlord and with
reasonable diligence, restore the remaining portion of the Building as nearly as
practicable to its condition prior to such condemnation or taking; except that,
if such proceeds constitute less than ninety percent (90%) of Landlord's
estimate of the cost of rebuilding or restoration, then Landlord may terminate
this Lease on thirty (30) days prior written notice to Tenant.

     If more than twenty-five percent (25%) of the Building is so condemned or
taken, but the Premises are unaffected thereby, then Landlord shall have the
option but not the obligation, which election shall be in Landlord's sole
discretion, to terminate this-Lease, effective the earlier of the date of
vesting of title in such condemnation or the date Landlord delivers actual
possession of the Building and Premises to the condemning authority, which
election by Landlord shall be provided to Tenant in writing.

SECTION 13.3. AWARD. If any condemnation or taking of all or a part of the
Building takes place, Tenant shall be entitled to join in any action claiming
compensation therefore, and Landlord shall be entitled to receive that portion
of the award made for the value of the Building, Premises, leasehold
improvements made or reimbursed by Landlord, or bonus value of the Lease, and
Tenant shall only be entitled to receive any award made for the value of the
estate vested by this Lease in Tenant, including Tenant's proximate damages to
Tenant's business and reasonable relocation expenses. Nothing shall preclude
Tenant from intervening in any such condemnation proceeding to claim or receive
from the condemning authority any compensation to which Tenant may otherwise
lawfully be entitled in such case in respect of Tenant's property or for moving
to a new location.

SECTION 13.4. CONDEMNATION FOR A LIMITED PERIOD. Notwithstanding the provisions
of Section 13.1, 13.2 or 13.3, except during the final twelve (12) months of the
Term, if all or any portion of the Premises are condemned or taken for
governmental occupancy for a limited period, anticipated to be no longer than
sixty (60) days then this Lease shall not terminate; mere shall be no abatement
of Fixed Monthly Rent or Additional Rent payable hereunder; and Tenant shall be
entitled to receive the entire award therefor (whether paid as damages, rent or
otherwise).

                                       17
<PAGE>

     If, during the final twelve (12) months of the Term, all or any portion of
the Premises are condemned or taken for governmental occupancy for a limited
period anticipated to be in excess of sixty (60) days, or for a period extended
after the expiration of the initial Term, Tenant shall have the option, but not
the obligation, to terminate this Lease, in which case, Landlord shall be
entitled to such part of such award as shall be properly allocable to the cost
of restoration of the Premises, and the balance of such award shall be
apportioned between Landlord and Tenant as of the date of such termination.

     If the termination of such governmental occupancy is prior to expiration of
this Lease, and Tenant has not elected to terminate this Lease, Tenant shall,
upon receipt thereof and to the extent an award has been made, restore the
Premises as nearly as possible to the condition in which they were prior to the
condemnation or taking.

                                   ARTICLE 14
          MORTGAGE SUBORDINATION; ATTORNMENT AND MODIFICATION OF LEASE

SECTION 14.1. SUBORDINATION. This Lease, the Term and estate hereby granted,
are and shall be subject and subordinate to the lien of each mortgage which may
now or at any time hereafter affect Landlord's interest in the real property,
Building, parking facilities, common areas or portions thereof and/or the land
thereunder (an "underlying mortgage"), regardless of the interest rate, the
terms of repayment, the use of the proceeds or any other provision of any such
mortgage. Tenant shall from time to time execute and deliver such instruments as
Landlord or the holder of any such mortgage may reasonably request to confirm
the subordination provided in this Section 14.1.

SECTION 14.2. ATTORNMENT. Tenant confirms that if by reason of a default under
an underlying mortgage the interest of Landlord in the Premises is terminated,
provided Tenant is granted in writing continued quiet enjoyment of the Premises
pursuant to the terms and provisions of this Lease, Tenant shall attorn to the
holder of the reversionary interest in the Premises and shall recognize such
holder as Tenant's landlord under this Lease. Tenant shall, within ten (10)
calendar days after request therefor, execute and deliver, at any time and from
time to time, upon the request of Landlord or of the holder of an underlying
mortgage any instrument which may be necessary or appropriate to evidence such
attornment. If Tenant fails to so execute and deliver any such instrument, then
Tenant hereby irrevocably appoints Landlord or such holder as its
attorney-in-fact to execute and deliver for and on behalf of Tenant any such
instrument.

SECTION 14.3. MODIFICATION OF LEASE. If any current or prospective mortgagee or
ground lessor for the Building requires a modification or modifications of this
Lease, which modification or modifications will not cause an increased cost or
expense to Tenant or in any other way materially and adversely change the rights
and obligations of Tenant hereunder, then in such event, Tenant agrees that this
Lease may be so modified. Tenant agrees to execute and deliver to Landlord
within ten (10) calendar days following the request therefor whatever documents
are required to effectuate said modification. Should Landlord or any such
current or prospective mortgagee or ground lessor require execution of a short
form of Lease for recording, containing, among other customary provisions, the
names of the parties, a description of the Premises and the Term, Tenant agrees
to execute and deliver to Landlord such short form of Lease within ten (10)
calendar days following the request therefor.

                                   ARTICLE 15
                              ESTOPPEL CERTIFICATES

SECTION 15.1. ESTOPPEL CERTIFICATES. Tenant shall, within ten (10) business days
after receipt of Landlord's written request therefor, execute, acknowledge and
deliver to Landlord an Estoppel Certificate, which may be conclusively relied
upon by any prospective purchaser, mortgagee or beneficiary under any deed of
trust covering the Building or any part thereof. Said Estoppel Certificate shall
certify the following:

a)   that 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, as
     modified, and stating the date and nature of each modification);

b)   the date, if any, to which rental and other sums payable hereunder have
     been paid;

c)   that no notice has been received by Tenant of any default which has not
     been cured, except as to defaults specified in the certificate;

d)   that Landlord is not in default under this Lease or, if so, specifying such
     default; and

e)   such other factual matters as may be reasonably requested by Landlord.

     Tenant's failure to deliver the Estoppel Certificate within the time period
specified above shall constitute a material default under the Lease, and
Landlord shall have the option, but not the obligation, to enforce the remedies
contained in Article 18.

                                   ARTICLE 16
                                     NOTICES

SECTION 16.1. NOTICES. Any notice, consent, approval, agreement, certification,
request, bill, demand, statement, acceptance or other communication hereunder
(a "notice") shall be in writing and shall be considered duly given or furnished
when:

a)   delivered personally or by messenger or overnight delivery service, with
     signature evidencing such delivery;

b)   upon the date of delivery, after being mailed in a postpaid envelope, sent
     certified mail, return receipt requested, when addressed to Landlord as set
     forth in the Basic Lease Information and to Tenant at the Premises and any
     other address for Tenant specified in the Basic Lease Information;

                                       18

<PAGE>


     or to such other address or addressee as either party may designate by a
     written notice given pursuant hereto; or

c)   upon confirmation of good transmission if sent via facsimile machine to
     such phone number as shall have been provided in writing by Landlord or
     Tenant, one to the other.

     If Tenant fails to provide another valid address, other than the Premises,
upon which service to Tenant can be perfected, then Tenant hereby appoints as
its agent to receive the service of all dispossessory or distraint proceedings
and notices thereunder the person in charge of or occupying the Premises at the
time, and if no person shall be in charge of or occupy the same, then such
service may be made by attaching the same to the main entrance of the Premises.

                                   ARTICLE 17
                     DEFAULT AND LANDLORD'S OPTION TO CURE

SECTION 17.1. TENANT'S DEFAULT. For the purposes of this Section 17.1, if the
term "Tenant", as used in this Lease, refers to more than one person, then, such
term shall be deemed to include all of such persons or any one of them; if any
of the obligations of Tenant under this Lease are guaranteed, the term "Tenant,"
as used in Section 17.1(e) and Section 17.1(f), shall be deemed to also include
the guarantor or, if there is more than one guarantor, all or any one of them;
and if this Lease has been assigned, the term "Tenant," as used in Sections 17.1
(a) through (h), inclusive, shall be deemed to include the assignee and
assignor, jointly and severally, unless Landlord shall have, in connection with
such assignment, previously released the assignor from any further liability
under this Lease, in which event the term "Tenant," as used in said
subparagraphs, shall not include the assignor that was previously released.

     Tenant's continued occupancy and quiet enjoyment of the Premises and this
Lease and the covenants and estate hereby granted are subject to the limitation
that:

a)   if Tenant fails to make payment of any Fixed Monthly Rent or Additional
     Rent within five (5) days of the date such payment becomes due, or

b)   if Tenant abandons or vacates the Premises, or

c)   if Tenant defaults in the keeping, observance or performance of any
     covenant or agreement set forth in Sections 6.1, 6.2, 12.12, or 19.3, and
     if such default continues and is not cured by Tenant before the expiration
     of Landlord's written 3-Day Notice to Cure or Quit; or

d)   if Tenant defaults in the keeping, observance or performance of any
     covenant or agreement including any provisions of the rules and regulations
     established by Landlord (other than a default of the character referred to
     in Sections 17.1 (a), (b) or (c)), and if such default continues and is
     not cured by Tenant within fifteen (15) days after Landlord has given to
     Tenant a notice specifying the same, or, in the case of such a default
     which for causes beyond Tenant's reasonable control (including occupancy of
     a sublessee) cannot with due diligence be cured within such period of
     fifteen (15) days, if Tenant:

     i)   does not, promptly upon Tenant's receipt of such notice, advise
          Landlord of Tenant's intention duly to institute all steps necessary
          to cure such default or

     ii)  does not duly institute and thereafter diligently prosecute to
          completion all steps (including, if appropriate, legal proceedings
          against a defaulting sublessee) necessary to cure the same, or

e)   if Tenant fails to deliver the Estoppel Certificate required under Article
     15 hereof within the time period specified, or

f)   if Tenant:

     i)   applies for or consents to the appointment of, or the taking of
          possession by a receiver, custodian, trustee or liquidator of itself
          or of all or a substantial part of its property;

     ii)  admits in writing its inability, or is generally unable, to pay its
          debts as such debts become due;

     iii) makes a general assignment for the benefit of its creditors;

     iv)  commences a voluntary case under federal bankruptcy laws (as now or
          hereafter in effect);

     v)   files a petition seeking to take advantage of any other law relating
          to bankruptcy, insolvency, reorganization, winding up, or composition
          or adjustment of debts;

     vi)  fails to controvert in a timely or appropriate manner, or acquiesces
          in writing to, any petition filed against it in an involuntary case
          under such bankruptcy laws;

     vii) take any action for the purpose of effecting any of the foregoing, or

g)   if a proceeding or case is commenced, without the application or consent of
     Tenant, in any court of competent jurisdiction, seeking:

     i)   the liquidation, reorganization, dissolution, winding up, or
          composition or readjustment of debts, of Tenant; or

     ii)  the appointment of a trustee, receiver, custodian, liquidator or the
          like of Tenant or of all or a substantial part of its assets; or

     iii) similar relief with respect of Tenant under any law relating to
          bankruptcy, insolvency, reorganization winding up, or composition or
          adjustment of debts, and such proceeding or case shall continue
          undismissed, or an order, judgment or decree approving or ordering any
          of the foregoing shall be entered and continue unstayed and in effect,
          for a period of sixty (60) days, or an order for relief against Tenant
          shall be entered in an involuntary case under such bankruptcy laws, or

                                       19
<PAGE>



h)   if Tenant fails to take possession of and move into the Premises within
     fifteen (15) calendar days after Landlord tenders the same in writing to
     Tenant, unless Tenant acknowledges and accepts the Commencement Date as
     occurring within such fifteen-day time period, and pays Rent thereon from
     such Commencement Date;

     then, in any or each such event, Tenant shall be deemed to have committed a
material default under this Lease.

SECTION 17.2. LANDLORD'S OPTION TO CURE TENANT'S DEFAULT. If Tenant enters into
a default under this Lease, in lieu of Landlord's issuance of a written notice,
as specified hereinbelow, Landlord may cure the same at the sole expense of
Tenant:

a)   immediately and without notice in the case of emergency; if said default is
     specified in Sections 17.1 (a), (b) or (c), or if such default unreasonably
     interferes with the use by any other tenant of the Building; with the
     efficient operation of the Building; or will result in a violation of law
     or in a cancellation of any insurance policy maintained by Landlord, and

b)   after the expiration of Landlord's 3-Day Notice of Intent to Cure, in the
     case of any default other than those specified in Section 17.2 (a)
     hereinabove.

SECTION 17.3. LANDLORD'S OPTION TO TERMINATE THIS LEASE. Upon the expiration of
any applicable notice and cure period (as more specifically set forth in Section
17.1 above), and in addition to any other remedies Landlord may have at law or
in equity, Landlord shall be entitled to give to Tenant a written notice of
intention to terminate this Lease at the expiration of three (3) days from the
date of the giving of such notice, and if such notice is given by Landlord, and
Tenant fails to cure the defaults specified therein, then this Lease and the
Term and estate hereby granted (whether or not the Commencement Date has already
occurred) shall terminate upon the expiration of such three (3) day period (a
"Default Termination"), with the same effect as if the last of such three (3)
days were the Termination Date, except that Tenant shall remain liable for
damages as provided hereinbelow or pursuant to law.

SECTION 17.4. CERTAIN PAYMENTS. Bills for all reasonable costs and expenses
incurred by Landlord in connection with any performance by it under Section 17.2
shall be payable, as Additional Rent, pursuant to the provisions of Section 4.3.

SECTION 17.5. CERTAIN WAIVERS. Unless Tenant has submitted documentation that it
validly disputes Landlord's billing for Fixed Monthly Rent hereunder, or is
completing an audit of Landlord's Operating Expense Statement, if Tenant is in
default in payment of Fixed Monthly Rent or Additional Rent hereunder, Tenant
waives the right to designate the items against which any payments made by
Tenant are to be credited. In lieu thereof, Landlord may apply any payments
received from Tenant to the then-oldest billing remaining unpaid on Tenant's
rental account or to any other payment due from Tenant, as Landlord sees fit.

SECTION 17.6. LANDLORD DEFAULT. Notwithstanding anything to the contrary set
forth in this Lease, Landlord shall not be in default in the performance of any
obligation required to be performed by Landlord pursuant to this Lease unless:

a)   in the event such default is with respect to the payment of money, Landlord
     fails to pay such unpaid amounts within five (5) business days of written
     notice from Tenant that the same was not paid when due, or

b)   in the event such default is other than the obligation to pay money,
     Landlord fails to perform such obligation within thirty (30) days after the
     receipt of notice from Tenant specifying in detail Landlord's failure to
     perform; provided, however, if the nature of Landlord's obligation is such
     that more than thirty (30) days are required for its performance, then
     Landlord shall not be in default under this Lease if it shall commence such
     performance within such thirty (30) days period and thereafter diligently
     pursue the same to completion within a reasonable time period.

     Upon any such default by Landlord under this Lease, Tenant may, except as
otherwise specifically provided in this Lease to the contrary, exercise any of
its rights provided at law or in equity.

                                   ARTICLE 18
                  DAMAGES; REMEDIES; RE-ENTRY BY LANDLORD; ETC.

SECTION 18.1. DAMAGES. If Landlord terminates this Lease, pursuant to the
provisions of Section 17.3 (a "Default Termination"), then Landlord may recover
from Tenant the total of:

a)   the worth at the time of award of the unpaid Fixed Monthly Rent and
     Additional Rent earned to the date of such Default Termination; and

b)   the worth at the time of award of the amount by which the unpaid Fixed
     Monthly Rent and Additional Rent which would have been earned after the
     date of such Default Termination until the time of award exceeds the amount
     of such rental loss that Tenant proves could have been reasonably avoided;
     and

c)  the worth at the time of award of the amount by which the unpaid Fixed
    Monthly Rent and Additional Rent which would have been earned for the
    balance of the Term after the time of award exceeds the amount of such
    rental loss that Tenant proves could have been reasonably avoided; and

d)  any other amount reasonably necessary to compensate Landlord for all of the
    detriment proximately caused by Tenant's failure to observe or perform any
    of its covenants and agreements under this Lease or which in the ordinary
    course of events would be likely to result therefrom, including, without
    limitation, the payment of the reasonable expenses incurred or paid by
    Landlord in re-entering and securing possession of the Premises and in the
    reletting thereof (including, without limitation, altering and preparing the
    Premises for new tenants and brokers' commission); and

                                       20
<PAGE>

e)   at Landlord's sole election, such other amounts in addition to or in lieu
     of the foregoing as may be permitted from time to time under applicable
     California laws.

SECTION 18.2. COMPUTATIONS: The "worth at the time of award" is computed:

a)   in paragraphs (a) and (b) above, by allowing interest at the rate of ten
     percent (10%) per annum (but in no event in excess of the maximum rate
     permitted by law); and

b)   in paragraph (c) above, 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%).

c)   For purposes of computing unpaid rental which would have accrued and become
     payable under this Lease, unpaid rental shall consist of the sum of:

     i)   the total Fixed Monthly Rent for the balance of the Term, plus

     ii)  a computation of Tenant's Share of Additional Rent due under the Lease
          including, without limitation, Tenant's Proportionate Share of any
          increase in Operating Expenses (including real estate taxes) for the
          balance of the Term. For purposes of computing any increases due
          Landlord hereunder, Additional Rent for the calendar year of the
          default and for each future calendar year in the Term shall be assumed
          to be equal to the Additional Rent for the calendar year prior to the
          year in which default occurs, compounded at a rate equal to the mean
          average rate of inflation for the preceding five calendar years as
          determined by the United States Department of Labor, Bureau of Labor
          Statistics Consumer Price Index (All Urban Consumers, all items,
          1982-84 equals 100) for the metropolitan area or region of which Los
          Angeles, California is a part. If such index is discontinued or
          revised, the average rate of inflation shall be determined by
          reference to the index designated as the successor or substitute index
          by the government of the United States.

SECTION 18.3. RE-ENTRY BY LANDLORD.

a)   If a Default Termination occurs or any default specified in Sections 17.1
     (a) through (g) occurs and continues beyond the period of grace (if any)
     therefor, Landlord or Landlord's authorized representatives may re-enter
     the Premises and remove all persons and all property therefrom, either by
     summary dispossession proceedings or by any suitable action or proceeding
     at law, without being liable to indictment, prosecution or damages
     therefor, and may repossess and enjoy the Premises. No re-entry or
     repossession of the Premises by Landlord or its representatives under this
     Section 18.3 shall be construed as an election to terminate this Lease
     unless a notice of such election is given to Tenant or unless the
     termination thereof is decreed by a court of competent jurisdiction. The
     words "re-enter", "re-entry" and "re-entering" as used herein are not
     restricted to their technical legal meanings,.

b)   If any default specified in Sections 17.1 (a) through (g) occurs and
     continues beyond the period of grace (if any) therefor, then if Landlord
     does not elect to terminate this Lease Landlord may, from time to time and
     without terminating this Lease, enforce all its rights and remedies under
     this Lease, including the right to recover the Fixed Monthly Rent and
     Additional Rent as the same becomes payable by Tenant hereunder.

          If Landlord consents thereto, Tenant may sublet the Premises or any
     part thereof (which consent Landlord agrees will not be unreasonably
     withheld), subject to Tenant's compliance with the requirements of Article
     11 of this Lease. So long as Landlord is exercising this remedy it will not
     terminate Tenant's right to possession of the Premises, but it may engage
     in the acts permitted by Section 1951.4(c) of the California Civil Code,

c)   If Tenant abandons the Premises in breach of this Lease, Landlord shall
     have the right to relet the Premises or any part thereof on such terms and
     conditions and at such rentals as Landlord in its sole discretion may deem
     advisable, with the right to make alterations and repairs in and to the
     Premises necessary to reletting. If Landlord so elects to relet, then gross
     rentals received by Landlord from the reletting shall be applied:

     i)   FIRST, to the payment of the reasonable expenses incurred or paid by
          Landlord in re-entering and securing possession of the Premises and in
          the reletting thereof (including, without limitation, altering and
          preparing the Premises for new tenants and brokers' commissions);

     ii)  SECOND, to the payment of the Fixed Monthly Rent and Additional Rent
          payable by Tenant hereunder; and

     iii) THIRD, the remainder, if any, to be retained by Landlord and applied
          to the payment of future Fixed Monthly Rent and Additional Rent as the
          same become due.

     Should the gross rentals received by Landlord from the reletting be
     insufficient to pay in full the sums stated in Section 18.3 (a) and (b)
     hereinabove, Tenant shall, upon demand, pay the deficiency to Landlord.

SECTION 18.4. CERTAIN WAIVERS. After Landlord has actually obtained possession
of the Premises pursuant to any lawful order of possession granted in a valid
court of law, Tenant thereafter waives and surrenders for Tenant, and for all
claiming under Tenant, all rights and privileges now or hereafter existing to
redeem the Premises (whether by order or judgment of any court or by any legal
process or writ); to assert Tenant's continued right to occupancy of the
Premises; or to have a continuance of this Lease for the Term hereof. Tenant
also waives the provisions of any law relating to notice and/or delay in levy of
execution in case of an eviction or dispossession for nonpayment of rent, and of
any successor or other law of like import.

                                       21
<PAGE>

SECTION 18.5. CUMULATIVE REMEDIES. The remedies of Landlord provided for in this
Lease are cumulative and are not intended to be exclusive of any other remedies
to which Landlord may be lawfully entitled. The exercise by Landlord of any
remedy to which it is entitled shall not preclude or hinder the exercise of any
other such remedy,

                                   ARTICLE 19
                                   INSURANCE

SECTION 19.1. LANDLORD OBLIGATIONS: Landlord agrees to at all times secure from
a company holding a Best's rating of A-7 or better and admitted to do business
in the State of California, and maintain during the entire Term of this Lease
the following coverage:

a)   A Commercial General Liability policy with extended Risk endorsements and a
     combined single limit of Two Million Dollars ($2,000,000).

b)   An All Risk policy of standard fire and extended coverage, with vandalism
     and malicious mischief endorsements, covering full replacement value of the
     Building, the parking facilities, common area improvements and any and all
     improvements installed in, on or upon the Premises and affixed thereto,
     provided that the premium cost for coverage of the Improvements to the
     Premises in excess of a total value equal to thirty-five Dollars ($35.00)
     per usable square foot of the Premises shall, at the sole option of Tenant
     be directly reimbursed from Tenant to Landlord, pursuant to the provisions
     of Article 4 of this Lease, or be covered by Tenant's self-insurance, at
     Tenant's sole risk.

     Tenant acknowledges and agrees that Landlord shall have no obligation and
shall not carry insurance of any kind on Tenant's goods, furniture or
furnishings or on Tenant's Property, nor shall Landlord be obligated to repair
any damage thereto or to replace the same.

SECTION 19.2. TENANT OBLIGATIONS. Within ten (10) days prior to the earlier of
the Commencement Date or Tenant's anticipated early possession date of the
Premises, Tenant shall secure and maintain during the entire Term insurance
coverage from a company holding a Best's rating of A-7 or better, and admitted
to do business in the State of California, as follows:

a)   A Commercial General Liability policy, with extended Risk endorsements and
     a Combined Single Limit of Two Million Dollars ($2,000,000);

b)   An All Risk policy of standard fire and extended coverage, with vandalism
     and malicious mischief endorsements, covering the full replacement value of
     its personal property, for losses occurring in, on, or about the Premises.
     The proceeds from any such policy shall first be used by Tenant for the
     replacement of the personal property so damaged or destroyed;

c)   Workmen's Compensation insurance in a minimum amount of $500,000, and in
     full compliance with the requirements of the State of California; and

d)   A policy of insurance covering Tenant's losses from interruption of
     Tenant's normal business activities.

     Each and every policy which Tenant is to provide hereunder shall
specifically include the liability assumed by Tenant pursuant to the provisions
of this Lease (provided that the amount of such insurance shall not serve to
limit the liability of Tenant hereunder), and shall be primary insurance for
such liability, and not excess over or contributory with any other existing or
new insurance in force for or on behalf of Landlord. Each policy shall not
eliminate cross-liability and shall contain a severability of interest clause.

SECTION 19.3. COMPLIANCE WITH BUILDING INSURANCE REQUIREMENTS. After Tenant
takes occupancy of the Premises, Tenant shall not violate or knowingly permit
in, on or upon the Premises the violation of any condition imposed by such
standard fire insurance policies as are normally issued for office buildings in
the City or County in which the Building is located. Tenant shall not do, suffer
or permit anything to be done, or keep, suffer or permit anything to be kept, in
the Premises which would increase the risk ratings or premium calculation
factors on the Building or property therein (collectively an "Increased Risk"),
or which would result in insurance companies of good standing refusing to insure
the Building or any property appurtenant thereto in such amounts and against
such risks as Landlord may reasonably determine from time to time are
appropriate.

     Notwithstanding the above, if additional insurance is available to cover
such Increased Risk, Tenant shall not be in default hereunder if:

a)   Tenant authorizes Landlord in writing to obtain such additional insurance;
     and

b)   prepays the annual cost thereof to Landlord for such additional coverage,
     as well as the additional costs, if any, of any increase in Landlord's
     other insurance premiums resulting from the existence or continuance of
     such Increased Risk;

SECTION 19.4. ADDITIONAL INSUREDS. Tenant agrees that Landlord shall be named as
an additional insured or loss payee on the aforementioned policies of insurance,
as appropriate in the insurance industry.

SECTION 19.5. WAIVER OF SUBROGATION. Provided Landlord and Tenant have each and
both obtained the policies of insurance required pursuant to the provisions of
Sections 19.1 and 19.2 hereinabove, Tenant and Landlord agree that if a loss
occurs due to any of the perils for which they are required hereunder to provide
insurance, that each party shall look solely to the insurance policies covering
such loss or risk for recovery. Landlord and Tenant hereby grant to each other,
on behalf of any insurer providing insurance to either of them with respect to
the demised premises, a waiver of any right of subrogation which any such
insurer of one party may acquire against the other by virtue of payment of any
loss under such insurance.

                                       22
<PAGE>

     If either Landlord or Tenant fails to provide the insurance policy or
policies required hereinabove, the waiver of subrogation contained in this
Section 19.5 shall no longer inure to the benefit of the party failing to
provide such insurance, and the party claiming against such uninsured party
shall be entitled to restitution of all damages and expenses suffered and/or
claimed, without limitation.

SECTION 19.6. PROOF OF COVERAGE. Upon written request from one to the other, the
parties hereto shall each provide the other a certified copy or copies of the
certificate(s) of insurance evidencing the existence of the coverage required
hereunder.

SECTION 19.7. PROTECTION AGAINST CANCELLATION. Upon written request, proof must
also be given by each parry to the other, that each of the policies required
pursuant to this Article 19 expressly provides that the policy shall not be
canceled until the expiration of thirty (30) days' prior written notice to the
other party.

SECTION 19.8. FAILURE TO SECURE. If at any time during the Term, and after
expiration of five (5) business days prior written demand therefore from
Landlord, Tenant fails to:

a)   Provide Landlord with access to a registered insurance broker of record
     that can verify Tenant's compliance with the requirement contained in this
     Article 19; or

b)   provide documentation reasonably acceptable to Landlord that Tenant has
     secured and maintained the insurance coverage required hereunder, then

     such failure shall be considered a material default under the Lease, and
Landlord shall have the option, but not the obligation, without further notice
or demand to obtain such insurance on behalf of or as the agent of Tenant and in
Tenant's name.

     Tenant shall pay Landlord's billing for the premiums associated with such
insurance policy or policies within five (5) days after receipt of Landlord's
billing, as well as such other reasonable costs and fees arising out of such
default, together with interest on the entire amount so advanced by Landlord, at
the rate of ten percent (10%) per annum, computed from the date of such advance.
Such advances, if made by Landlord, shall be construed as and considered
Additional Rent under this Lease.

SECTIONS 19.9. PROCEEDS. Proceeds from any such policy or policies shall be
payable to both Landlord and Tenant as their respective interests may appear.

                                   ARTICLE 20
                                 MISCELLANEOUS

SECTION 20.1. ENTIRE AGREEMENT. This Lease, including the exhibits and guaranty
of lease, if any, annexed hereto, contains all of the agreements and
understandings relating to the leasing of the Premises and the obligations of
Landlord and Tenant in connection therewith and neither party and no agent or
representative thereof has made or is making, and neither party in executing and
delivering this Lease is relying upon, any warranties or representations, except
to the extent set forth in this Lease, All understandings and agreements
heretofore had between Landlord and Tenant relating to the leasing of the
Premises are merged in this Lease, which alone fully and completely expresses
their agreement. The Riders (if any) and Exhibits annexed to this Lease and the
Construction Agreement are hereby incorporated herein and made a part hereof.

SECTION 20.2. NO WAIVER OR MODIFICATION. The failure of Landlord or Tenant to
insist in any instance upon the strict keeping, observance or performance of any
covenant or agreement contained in this Lease or to exercise any election herein
contained shall not be construed as a waiver or relinquishment for the future of
such covenant or agreement, but the same shall continue and remain in full force
and effect. No waiver or modification by either Landlord or Tenant of any
covenant or agreement contained in this Lease shall be deemed to have been made
unless the same is in writing executed by the party whose rights are being
waived or modified. No surrender of possession of any part of the Premises shall
release Tenant from any of its obligations hereunder unless accepted in writing
by Landlord, The receipt and retention by Landlord, and the payment by Tenant,
of Fixed Monthly Rent or Additional Rent with knowledge of the breach of any
covenant or agreement contained in this Lease shall not be deemed a waiver of
such breach by either Landlord or Tenant.

SECTION 20.3. TIME OF THE ESSENCE. Time is of the essence of this Lease and of
all provisions hereof, except in respect to the delivery of possession of the
Premises at the Commencement Date.

SECTION 20.4. FORCE MAJEURE. For the purposes of this Lease, "Force Majeure"
shall be defined as any or all prevention, delays or stoppages and/or the
inability to obtain services, labor, materials or reasonable substitutes
therefor, when such prevention, delay, stoppage or failure is due to strikes,
lockouts, labor disputes, acts of God, governmental actions, civil commotion,
fire or other casualty, and/or other causes beyond the reasonable control of the
party obligated to perform, except that Force Majeure may not be raised as a
defense for Tenant's non-performance of any obligations imposed by the Lease
with regard to the payment of Fixed Monthly Rent and/or Additional Rent.

     Notwithstanding anything to the contrary contained in this Lease, Force
Majeure shall excuse the performance of such party for a period equal to any
such prevention, delay, stoppage or inability. Therefore, if this Lease
specifies a time period for performance of an obligation by either party, that
time period shall be extended by the period of any delay in such party's
performance caused by a Force Majeure.

SECTION 20.5. BROKER. Landlord and Tenant represent to one another that each has
dealt with no broker in connection with this Lease other than Douglas, Emmett &
Company and Mr. Donald Kreiss. Landlord and Tenant shall hold one another
harmless from and against any and all liability, loss, damage, expense, claim,
action, demand, suit or obligation arising out of or relating to a breach by the
indemnifying party of such representation. Landlord agrees to pay all
commissions due to the brokers listed above created by Tenant's execution of
this Lease.

                                       23
<PAGE>

SECTION 20.6. GOVERNING LAW. This Lease shall be governed by and construed in
accordance with the laws of the State of California.

SECTION 20.7. SUBMISSION OF LEASE. Whether or not rental deposits have been
received by Landlord from Tenant, and whether or not Landlord has delivered to
Tenant an unexecuted draft version of this Lease for Tenant's review and/or
signature, no contractual or other rights shall exist between Landlord and
Tenant with respect to the Premises, nor shall this Lease be valid and/or in
effect until this Lease has been fully executed and a duplicate original of said
fully-executed Lease has been delivered to both Landlord and Tenant.

     The submission of this Lease to Tenant shall be for examination purposes
only, and does not and shall not constitute a reservation of or an option for
Tenant to lease, or otherwise create any interest by Tenant in the Premises or
any other offices or space situated in the Building. Execution of this Lease by
Tenant and its return to Landlord shall not be binding upon Landlord,
notwithstanding any time interval, until Landlord has in fact executed and
delivered a fully-executed duplicate original of this Lease to Tenant. Landlord
and Tenant agree hereby to authorize transmission of all or portions of
documents, including signature lines thereon, by facsimile machines, and further
authorize the other party to rely conclusively upon such facsimile transmissions
as if the original had been received.

SECTIONS 20.8. CAPTIONS. The captions in this Lease are for convenience only and
shall not in any way limit or be deemed to construe or interpret the terms and
provisions hereof.

SECTION 20.9. SINGULAR AND PLURAL, ETC. The words "Landlord" and "Tenant", as
used herein, shall include the plural as well as the singular. Words used in the
masculine gender include the feminine and neuter. If there be more than one
Landlord or Tenant the obligations hereunder imposed upon Landlord and Tenant
shall be joint and several.

SECTION 20.10. INDEPENDENT COVENANTS. Except where the covenants contained in
one Article of this Lease are clearly affected by or contingent. upon
fulfillment by either party of another Article or paragraph of this Lease, this
Lease shall be construed as though the covenants herein between Landlord and
Tenant are independent and not dependent and Tenant hereby expressly waives the
benefit of any statute to the contrary and agrees that if Landlord fails to
perform its obligations set forth herein, Tenant shall not be entitled to make
any repairs or perform any actions hereunder at Landlord's expense or to any
set-off of the Rent or other amounts owing hereunder against Landlord; provided,
however, that the foregoing shall in no way impair the right of Tenant to
commence a separate action against Landlord for the violation by Landlord of the
provisions hereof so long as notice is first given to Landlord and any holder of
a mortgage or deed of trust covering the Building, Real Property or any portion
thereof, of whose address Tenant has theretofore been notified, and an
opportunity is granted to Landlord and such holder to correct such violations as
provided above.

SECTION 20.11. SEVERABILITY. If any covenant or agreement of this Lease or the
application thereof to any person or circumstance shall be held to be invalid or
unenforceable, then and in each such event the remainder of this Lease or the
application of such covenant or agreement to any other person or any other
circumstance shall not be thereby affected, and each covenant and agreement
hereof shall remain valid and enforceable to the fullest extent permitted by
law.

SECTION 20.12. WARRANTY OF AUTHORITY. If Landlord or Tenant signs as a
corporation or a partnership, each of the persons executing this Lease on behalf
of Landlord or Tenant hereby covenant and warrant that each is a duly authorized
and existing entity, that each has and is qualified to do business in
California, that the persons signing on behalf of Landlord or Tenant have full
right and authority to enter into this Lease, and that each and every person
signing on behalf of either Landlord or Tenant are authorised to do so. If
either party hereto is a corporation, said party shall affix the appropriate
corporate seal to each area on the document where request therefore is noted,
and the other party shall be entitled to conclusively presume that by doing so
the party so affixing said seal is attesting to and ratifying this Lease.

SECTION 20.13. NO REPRESENTATIONS OR WARRANTIES. Neither Landlord-nor Landlord's
agents or attorneys have made any representations or warranties with respect to
the-Premises, the Building or this Lease, except as expressly set forth herein,
and no rights, easements or licenses are or shall be acquired by Tenant by
implication or otherwise.

SECTION 20.14. NO JOINT VENTURE OR PARTNERSHIP. This Lease shall not be deemed
or construed to create or establish any relationship of partnership or joint
venture or similar relationship or arrangement between Landlord and Tenant
hereunder.

SECTION 20.15. TENANT'S OBLIGATIONS AT ITS SOLE EXPENSE. Notwithstanding the
fact that certain references in this Lease to acts required to be performed by
Tenant hereunder, or to breaches or defaults of this Lease by Tenant, omit to
state that such acts shall be performed at Tenant's sole expense, or omit to
state that such breaches or defaults by Tenant are material, unless the context
clearly implies to the contrary each and every act to be performed or obligation
to be fulfilled by Tenant pursuant to this Lease shall be performed or fulfilled
at Tenant's sole expense, and all breaches or defaults by Tenant hereunder shall
be deemed material.

SECTION 20.16. ATTORNEYS' FEES. If litigation is instituted between Landlord and
Tenant, the cause for which arises out of or in relation to this Agreement, the
prevailing party in such litigation shall be entitled to receive its costs (not
limited to court costs), expenses and reasonable attorneys' fees from the
non-prevailing party as the same may be awarded by the court.

SECTION 20.17. WAIVER OF TRIAL BY JURY. IN THE INTEREST OF SAYING TIME AND
EXPENSE, LANDLORD AND TENANT HEREBY CONSENT TO TRIAL WITHOUT A JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER OR THEIR SUCCESSOR-IN-INTEREST IN RESPECT TO ANY UNLAWFUL
DETAINER ACTION ARISING OUT OF OR RELATING TO THIS LEASE.

                                       24
<PAGE>

SECTION 20.18. NO. MERGER. The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at
the option of Landlord terminate all or any existing subleases or subtenancies,
or may, at the option of Landlord, operate as an assignment to it of any or all
such subleases or subtenancies.

SECTION 20.19. PROHIBITION AGAINST RECORDING. Except as provided in Section 14.3
of this Lease, neither this Lease, nor any memorandum., affidavit or other
writing with respect thereto, shall be recorded by Tenant or by anyone acting
through, under or on behalf of Tenant, and the recording thereof in violation of
this provision shall make this Lease null and void at Landlord's election.

SECTION 20.20. HAZARDOUS WASTE. Tenant specifically agrees that, except for such
limited quantities of office materials and supplies as are customarily used in
Tenant's normal business operations, Tenant shall not engage or permit at any
time, any operations or activities upon, or any use or occupancy of the
Premises, or any portion thereof, for the purpose of or in any way involving the
handling, manufacturing, treatment, storage, use, transportation spillage,
leakage, dumping, discharge or disposal (whether legal or illegal, accidental or
intentional) of any hazardous substances, materials or wastes, or any wastes
regulated under any local, state or federal law.

     Tenant shall, during the Term, remain in full compliance with all
applicable laws governing its use and occupancy of the Premises, including,
without limitation, the handling, manufacturing, treatment, storage, disposal,
discharge, use, and transportation of hazardous substances, materials or wastes,
and any wastes regulated under any local, state or federal law. Tenant will
remain in full compliance with the terms and conditions of all permits and
licenses issued to it by any governmental authority on account of any or all of
its activities on the Premises.

SECTION 20.21. TRANSPORTATION MANAGEMENT. Tenant shall, at Tenant's sole
expense, fully comply with all present or future programs intended to manage
parking, transportation or traffic in and around the Building, when the same
have been mandated by an outside governmental authority having jurisdiction
therefor and not when required for the convenience of Landlord.

     In connection therewith, Tenant shall be responsible for the transportation
planning and management for all of Tenant's employees while located at the
Premises, by working directly with Landlord, any governmental transportation
management organization or any other transportation-related committees or
entities reasonably designated by Landlord. Such programs may include, without
limitation:

a)   restrictions on the number of peak-hour vehicle trips generated by Tenant;

b)   requirements for increased vehicle occupancy;

c)   implementing an in-house ride-sharing program and/or appointing an employee
     transportation coordinator;

d)   working with employees of any Building (or area-wide) ridesharing program
     manager;

e)   instituting employer-sponsored incentives (financial or in-kind) to
     encourage employees to ridesharing; and

f)   utilizing flexible work shifts for employees.

SECTION 20.22. SIGNAGE. Tenant may not install, inscribe, paint or affix any
awning, shade, sign, advertisement or notice on or to any part of the outside or
inside of the Building, or in any portion of the Premises visible to the outside
of the Building or common areas without Landlord's prior written consent, which
shall not be unreasonably withheld, conditioned or delayed.

     All signage and/or directory listings installed on behalf of Tenant,
whether installed in, on or upon the public corridors, doorways, Building
directory and/or parking directory (if any), or in any other location whatsoever
visible outside of the Premises, shall be installed by Landlord, at Tenant's
sole expense.

     Tenant's identification on or in any common area of the Building shall be
limited to Tenant's name and suite designation, and in no event shall Tenant be
entitled to the installation of Tenant's logo in any portion of the Building or
common areas. Furthermore, the size, style, and placement of letters to be used
in any of Tenant's signage shall be determined by Landlord, in landlord's sole
discretion, in full conformance with previously-established signage program for
the Building.

     Except as specified hereinbelow, Tenant shall only be entitled to one (1)
listing on the Building directory, or any parking directory ancillary thereto,
which shall only show Tenant's business name and suite designation. Tenant shall
also be entitled to a maximum of three (3) additional listings on said Building
and/or parking directory, which listings shall be limited solely to Tenant's
officers, employees, subsidiaries, affiliates and/or sublessees, if any. All of
said listings shall be subject to Landlord's prior written approval, which shall
not be unreasonably withheld, conditioned or delayed.

SECTION 20.23. DISCLOSURE. Landlord and Tenant, acknowledge that principals of
Landlord have a financial interest in Douglas Emmett Realty Advisors and P.L.E.
Builders.

SECTION 20.24. CONFIDENTIALITY. Landlord and Tenant agree that the covenants and
provisions of this Lease shall not be divulged to anyone not directly involved
in the management, administration, ownership, lending against, or subleasing of
the Premises, which permitted disclosure shall include, but not be limited to,
the board members, legal counsel and/or accountants of either Landlord or
Tenant.

                                   ARTICLE 21
                                    PARKING

SECTION 21.1. PARKING. Throughout the Term, Tenant shall purchase and assign to
its employees monthly parking permits up to the maximum number of permits set
forth in Section 21.1 of the Basic

                                       25
<PAGE>

Lease Information ("BLI"). Except as otherwise permitted by Landlord's
management agent in its reasonable discretion, and based on the availability
thereof, in no event shall Tenant be entitled to purchase more than the maximum
nor less than fifty percent (50%) of the total number of parking permits listed
in the BLI. However, to the minimum limit specified hereinabove, Tenant may
decrease the total number of parking permits purchased pursuant to this Article
21 at any time during the Term after Tenant has given Landlord at least thirty
(30) days prior written notice of such reduction.

     Furthermore, if additional parking permits are available on a
month-to-month basis, which determination shall be in the sole, discretion of
Landlord's parking agent, Tenant shall be permitted to purchase one or more of
said permits on a first-come, first-served basis.

     At any time that Tenant either elects to purchase less than the total
number of permits to which Tenant is entitled, or fails to pay for the total
number of parking permits to which Tenant is entitled, Tenant shall lose the
right to purchase any additional parking permits beyond the lesser of the
amount, either purchased or paid for by Tenant the calendar month immediately
preceding the date of such loss, until the expiration of sixty (60) days prior
written notice given from Tenant to Landlord, indicating Tenant's intention to
reclaim one or more of said lost parking permits, at which time, to the extent
that Landlord has not already leased one or more of the parking permits Tenant
had previously surrendered to another occupant of the Building on a long-term
basis, Landlord shall restore the total number of parking permits contained in
Tenant's written notice to Landlord.

     The initial rates to be paid by Tenant for such permits shall be: $93.50
per single unreserved permit; $82.50 per tandem reserved permit, and $156.20
per single reserved permit per month, including the ten percent (10%) tax
currently charged by the City of Los Angeles.

     Said parking permits shall allow Tenant to park in the Building parking
facility at the prevailing monthly parking rate then in effect, which rate may
be thereafter changed from time to time, in Landlord's sole discretion. Landlord
shall retain sole discretion to designate the location of each parking space,
and whether it shall be assigned, or unassigned, unless specifically agreed to
otherwise in writing between Landlord and Tenant.

     Guests and invitees of Tenant shall have the right to use, in common with
guests and invitees of other tenants of the Building, the transient parking
facilities of the Building at the then-posted parking rates and charges, or at
such other rate or rates and charges as may be agreed upon from time to time
between Landlord and Tenant in writing. Such rate(s) or charges may be changed
by Landlord from time to time in Landlord's sole discretion, and shall include,
without limitation, any and all fees or taxes relating to parking assessed to
Landlord for such parking facilities.

     Tenant or Tenant's agents, clients, contractors, directors, employees,
invitees, licensees, officers, partners or shareholders continued use of said
transient, as well as monthly parking, shall be contingent upon Tenant and
Tenant's agents, clients, contractors, directors, employees, invitees,
licensees, officers, partners or shareholders continued compliance with the
reasonable and non-discriminatory rules and regulations adopted by Landlord,
which rules and regulations may change at any time or from time to time during
the Term hereof in Landlord's sole discretion.

                                   ARTICLE 22
                               CONCIERGE SERVICES

SECTION 22.1. PROVISION OF SERVICES. Landlord and Tenant acknowledge and
understand that Landlord may, from time to time, make it possible for Tenant
to use or purchase a variety of personal services which may include, but not be
limited to, personal shopping, assistance with choosing or obtaining travel
reservations, accommodations and/or tickets; tickets to performances,
recommendations to eating establishments; and the like (collectively "Concierge
Services").

     Tenant acknowledges that said Concierge Services are provided by Landlord
solely as an accommodation to and for the convenience of Tenant and Tenant's
agents, contractors, directors, employees, licensees, officers, partners or
shareholders, and Landlord does not make any representation, warranty or
guarantee, express or implied, as to the quality, value, accuracy, or
completeness of said Concierge Services, or whether or not Tenant shall be
satisfied with the services and/or goods so provided and/or recommended.
Landlord hereby disclaims any control over the variety or sufficiency of such
services to be provided.

     Tenant acknowledges that Tenant is not required to use such Concierge
Services as a condition precedent to compliance with the Lease; that Tenant's
use of such Concierge Services is strictly voluntary, and at the sole discretion
and control of Tenant. Tenant shall independently make such financial
arrangements for payment of the services provided as Tenant deems reasonable and
of value.

SECTION 22.2. INDEMNIFICATION AND RELEASE BY TENANT. Notwithstanding anything to
the contrary contained in the Lease, any city, county, state or federal
ordinance, statute, regulation or law, Tenant's signature hereon indicates
Tenant's agreement that solely as it relates to the purchase or use of Concierge
Services by Tenant or the agents, contractors, employees, officers, partners,
and/or shareholders of Tenant, Tenant, on behalf of itself and its agents,
contractors, directors, employees, licensees, officers, partners or
shareholders, does and shall hereby forever hold Landlord and Landlord's
affiliates, agents, assigns, contractors, directors, employees, officers, parent
organization, partners, representatives, shareholders, and subsidiaries
(collectively the "Indemnitees") harmless from and forever release, remise,
discharge, acquit and relieve the Indemnitees from and against any and all
claims, demands, causes of action, obligations, liabilities, agreements,
damages, cost (including, without limitation, reasonable attorneys' fees), loss,
or liability of any kind or nature, whether asserted, known or unknown,
suspected or unsuspected, in any way connected with, which any one or more of
the Indemnitees may sustain or incur by reason of, related to, associated with,
or arising out of the provision, use or the rendering of any such Concierge
Services or the delivery of such Concierge

                                       26
<PAGE>

Services to Tenant or Tenant's agents, clients, contractors, directors,
employees, invitees, licensees, officers, partners or shareholders.

     Solely as it relates to the purchase or use of Concierge Services by Tenant
or the agents, contractors, employees, officers, partners, and/or shareholders
of Tenant, Tenant hereby expressly waives all rights and benefits conferred by
the provisions of Section 1542 of the Civil Code of the State of California,
which reads as follows:

     "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
     KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE
     AND WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT
     WITH THE DEBTOR."

     In so doing, Tenant acknowledges that it will be unable to make any claim
against Landlord or any other Indemnitees for damages that may exist as of the
date or after the date of this release, but which Tenant does not know to exist,
and which, if known, would materially have affected Tenant's decision to execute
this document, regardless of whether Tenant's lack of knowledge, if any, is the
result of ignorance, oversight, error, negligence or other cause.

                                   ARTICLE 23
                              OPTION TO EXTEND TERM

SECTION 23.1. OPTION TO EXTEND TERM. Provided Tenant is not in material default
after the expiration of notice and the opportunity to cure on the date or at any
time during the remainder of the Term after Tenant gives notice to Landlord of
Tenant's intent to exercise its rights pursuant to this Article 23, Tenant is
given the option to extend the term for an additional three (3) year period (the
"Extended Term"), commencing the next calendar day after the expiration of the
Term (the "Option"). The Option shall apply only to the entirety of the
Premises, and Tenant shall have no right to exercise the Option as to only a
portion of the Premises.

     Tenant's exercise of this Option is contingent upon Tenant giving written
notice to Landlord (the "Option Notice") of Tenant's election to exercise its
rights pursuant to this Option by Certified Mail, Return Receipt Requested, no
more than twelve (12) and no less than eight (8) months prior to the Termination
Date.

SECTION 23.2. FIXED MONTHLY RENT PAYABLE. As Fixed Monthly Rent during the
Extended Term, Tenant shall pay Landlord the Fair Market Value of the Premises
for the Extended Term. The term "Fair Market Value" shall be defined as the
effective rent reasonably achievable by Landlord, and shall include but not be
limited to, all economic benefits obtainable by Landlord, such as Fixed Monthly
Rent, periodic Fixed Rent adjustments, Additional Rent in the form of Operating
Expense reimbursements, and any and all other monetary or non-monetary
consideration that may be given in the market place to a non-renewal tenant, as
is chargeable for a similar use of comparable space in the geographic area of
the Premises.

     Said computation shall specifically be based on the Premises in its "as-is"
condition, without payment of any brokerage commission to any broker. If either
Landlord or Tenant elect to have a broker represent them during negotiations for
extension of the Term, and/or Tenant requests the installation of any further
improvements into the Premises, the cost of such improvements to be made and/or
commissions to be paid shall be amortized over the Extended Term on a
straight-line basis, with interest thereon at ten percent (10%), by
appropriately increasing the Fair Market Value previously determined.

     Landlord and Tenant shall have 30 days (the "Negotiation Period") after
Landlord receives the Option Notice in which to agree on the Fair Market Value.
If Landlord and Tenant agree on the Fair Market Value during the Negotiation
Period, they shall immediately execute an amendment to the Lease extending the
Term and stating the Fair Market Value.

SECTION 23.3 APPRAISERS TO SET FIXED RENT. If Landlord and Tenant are unable to
agree on the Fair Market Value, during the Negotiation Period, then:

a)   Within five (5) days after the expiration of the Negotiation Period, Tenant
     shall have the right to void the Option Notice by hand delivery of written
     notice (the "Termination Notice") to Landlord within such five (5) days
     period, and the Lease shall expire on the Termination Date; or

b)   If the Termination Notice is not timely delivered by Tenant, Landlord and
     Tenant, each at its own cost, shall select an independent real estate
     appraiser with at least ten (10) years full-time commercial appraisal
     experience in the area in which the Premises are located, and shall provide
     written notice to the other party of the identity and address of the
     appraiser so appointed. Landlord and Tenant shall make such selection
     within ten (10) days after the expiration of the Negotiation Period.

c)   Within thirty (30) days of having been appointed to do so (the "Appraisal
     Period"), the two (2) appraisers so appointed shall meet and set the Fair
     Market Value for the Extended Term. In setting the Fair Market Value, the
     appraisers shall solely consider the use of the Premises for general office
     purposes.

SECTION 23.4 FAILURE BY APPRAISERS TO SET FAIR MARKET VALUE. If the two (2)
appointed appraisers are unable to agree on the Fair Market Value within ten
(10) days after expiration of the Appraisal Period, they shall elect a third
appraiser of like or better qualifications, and who has not previously acted in
any capacity for either Landlord or Tenant. Landlord and Tenant shall each bear
one half of the costs of the third appraiser's fee.

     Within 30 days after the selection of the third appraiser (the "Second
Appraisal Period") the Fair Market Value for the Extended Term shall be set by a
majority of the appraisers now appointed.

                                       27
<PAGE>

If a majority of the appraisers are unable to set the Fair Market Value within
the Second Appraisal Period, the three (3) appraisers shall individually render
separate appraisals of the Fair Market Value, and their three (3) appraisals
shall be added together, then divided by three (3); resulting in an average of
the appraisals, which shall be the Fair Market Value during the Extended Term.

     However, if the low appraisal or high appraisal varies by more than Ten
Percent (10%) from the middle appraisal, then one (1) or both shall be
disregarded, If only one (1) appraisal is disregarded, the remaining two (2)
appraisals shall be added together and their total divided by two (2), and the
resulting average shall be the Fair Market Value. If both the low and high
appraisal are disregarded, the middle appraisal shall be the Fair Market Value
for the Premises during the Extended Term. The appraisers shall immediately
notify Landlord and Tenant of the Fair Market Value so established, and Landlord
and Tenant shall immediately execute an amendment to the Lease, extending the
Term and revising the Fixed Rent payable pursuant to the Fair Market Value so
established.

     Landlord or Tenant's failure to execute such amendment establishing the
Fair Market Value within fifteen (15) days after the other party's request
therefor shall constitute a material default under the Lease, and if Tenant is
the party failing to so execute, this Option shall become null and void and of
no further force or effect.

SECTION 23.5. NO RIGHT OF REINSTATEMENT OR FURTHER EXTENSION. Once Tenant has
either failed to exercise its rights to extend the term pursuant to this Article
23 or failed to execute the amendment called for hereunder, it shall have no
right of reinstatement of its Option to Extend the Term, nor shall Tenant have
any right to a further or second extension of the Term beyond the period stated
in Section 23.1 hereinabove.

SECTION 23.6. NO ASSIGNMENT OF OPTION. This Option is personal to the original
Tenant signing the Lease, and shall be null, void and of no further force or
effect as of the date that Tenant assigns the Lease to an unaffiliated entity
and/or subleases more than forty-nine percent (49%) of the total Rentable Area
of the Premises.

                                   ARTICLE 24
                                GUARANTY OF LEASE

SECTION 24.1. GUARANTY OF LEASE. Mr. Steven A. Kriegsman, an individual
("Guarantor"), whose Social Security number is ###-##-####, and whose home
address is 920 Greentree Road, Pacific Palisades, California 90272, as a
material inducement to and in consideration of Landlord entering into this Lease
with Tenant, unconditionally guarantees and promises to and for the benefit of
Landlord that Tenant shall perform the provisions of the Lease that Tenant is to
perform; provided however, Guarantor's obligation to Landlord pursuant to this
Article 24 shall in no event exceed the sum of $50,000,00.

     If Guarantor is more than one person, Guarantor's obligations are joint and
several and are independent of Tenant's obligations. A separate action may be
brought or prosecuted against any Guarantor whether the action is brought or
prosecuted against any other Guarantor or Tenant, or all, or whether any other
Guarantor or Tenant, or all, are joined in the action.

     The provisions of the Lease may be changed by agreement between Landlord
and Tenant at any time, or by course of conduct, without the consent of or
notice to Guarantor, and this Guaranty shall guarantee the performance of the
Lease as changed. An assignment of this Lease (as permitted by the Lease) shall
not affect this Guaranty, nor shall this Guaranty be affected by Landlord's
failure or delay to enforce any of its rights.

     If Tenant defaults under the Lease, Landlord can proceed immediately
against Guarantor or Tenant, or both, or Landlord can enforce against Guarantor
or Tenant, or both, any rights that it has under the Lease, or pursuant to
applicable laws. If the Lease terminates and Landlord has any rights it can
enforce against Tenant after termination, Landlord can enforce those rights
against Guarantor without giving previous notice to Tenant or Guarantor, or
without making any demand on either of them, provided however that if at any
time, Guarantor provides Landlord with written notice that Guarantor is no
longer affiliated with Tenant, then Landlord shall thereafter provide Guarantor
with a contemporaneous copy of any default notice sent to Tenant pursuant to the
requirements of this Lease, prior to enforcing any rights Landlord may have
against Guarantor pursuant to this Article 24.

     Guarantor waives the benefit of any statute of limitations affecting
Guarantor's liability under this Guaranty, and Guarantor waives the right to
require Landlord to:

a)   proceed against Tenant;

b)   proceed against or exhaust any security that Landlord holds from Tenant; or

c)   pursue any other remedy in Landlord's power.

     Guarantor waives any defense by reason of any disability of Tenant, and
waives any other defense based on the termination of Tenant's liability from any
cause. Until all Tenant's obligations to Landlord have been discharged in full,
Guarantor has no right of subrogation against Tenant. Guarantor waives its right
to enforce any remedies that Landlord now has, or later may have, against
Tenant. Guarantor waives any right to participate in any security now or later
held by Landlord. Guarantor waives all presentments, demands for performance,
notices of nonperformance, protests, notices of protest, notices of dishonor,
and notices of acceptance of this Guaranty, and waives all notices of the
existence, creation, or incurring of new or additional obligations.

     If Landlord disposes of its interest in the Lease, "Landlord," as used in
this Guaranty, shall mean Landlord's successors, and Guarantor's obligations
under this Guaranty shall be binding on Guarantor's successors or assigns.

                                       28
<PAGE>

     This Guaranty of Lease will continue unchanged by any bankruptcy,
reorganization or insolvency of Tenant or any successor or assignee thereof or
by any disaffirmance or abandonment by a trustee of Tenant. The bankruptcy,
reorganization or insolvency of one or more of the undersigned or a default
hereunder by one or more of the undersigned shall not affect the obligations of
the other undersigned party or parties under this Guaranty. Each of the
undersigned hereby waives notice of any demand by Landlord as well as any notice
of nonpayment of rent or other default under the Lease by Tenant. If notice is
given to any of the undersigned, it shall constitute notice to each of the
undersigned.

     If Landlord incurs costs or attorneys' fees in connection with any legal
proceeding involving the enforcement or interpretation of the rights or
obligations of the undersigned under this Guaranty of Lease, or to enforce any
provisions under the Lease against Tenant or Guarantor, including Landlord's
instituting an unlawful detainer action to obtain possession of the Premises,
Guarantor agrees to pay Landlord's costs and reasonable attorneys' fees if
Landlord prevails in such proceeding, regardless of whether such proceeding is
prosecuted to judgment.

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease,
effective the day and year first above written.

LANDLORD:                             TENANT:

DOUGLAS EMMETT JOINT VENTURE,         THE KRIEGSMAN CAPITAL GROUP, LLC,
a California general partnership      a California limited liability company

By:  DOUGLAS, EMMETT AND COMPANY,
     its agent

By:  /s/ Kenneth Panzer               By: /s/ Steven A. Kriegsman
     ---------------------------          --------------------------------
     Kenneth Panzer                       Signer's Name: STEVEN A. KRIEGSMAN

Date: 4/27/00                         [ ] President [ ] Vice President or
                                      [ ] Chief Executive Officer
                                                 (Check Title Above)

                                                        AND

                                      By: --------------------------------
                                          Signer's Name:------------------

                                      [ ] Secretary [ ] Treasurer or
                                      [ ] Chief Financial Officer
                                              (Check Title Above)

                                            AFFIX CORPORATE SEAL HERE

                                      GUARANTOR:

                                      By executing below, Guarantor acknowledges
                                      receipt of the foregoing Lease, including
                                      Exhibits A through D.

                                      /s/ Steven A. Kriegsman
                                      ------------------------------------
                                      Mr. Steven A. Kriegsman, an individual

                                      Dated: APRIL 20, 2000

                                       29
<PAGE>

                            EXHIBIT A -PREMISES PLAN

     Suite 650 at 11726 San Vicente Boulevard, Los Angeles California 90049

                 RENTABLE AREA: APPROXIMATELY 3,313 SQUARE FEET
                  USABLE AREA: APPROXIMATELY 2,756 SQUARE FEET
        (MEASURED PURSUANT TO THE PROVISIONS OF SECTION 1.4 OF THE LEASE)

                                  [FLOOR PLAN]

                                       A-1
<PAGE>

                                    EXHIBIT B
                             CONSTRUCTION AGREEMENT

                        CONSTRUCTION PERFORMED BY TENANT

SECTION 1. TENANT TO COMPLETE CONSTRUCTION. Tenant's general contractor
("Contractor") shall furnish and install within the Premises those items of
general construction (the "Improvements"), shown on the final Plans and
Specifications approved by Landlord and Tenant pursuant to the Schedule of
Approvals below, and in compliance with all applicable codes and regulations.

     All Tenant selections of finishes shall be indicated in the Plans and
Specifications and shall be equal to or better than the minimum Building
standards and specifications.

     Any work not shown in the final construction Plans and Specifications or
included in the Improvements such as, but not limited to, telephone service,
furnishings, or cabinetry, for which Tenant contracts separately shall be
subject to Landlord's policies and shall be conducted in such a way as to not
unreasonably hinder or delay the work of Improvements.

SECTION 2. TENANT'S PAYMENT OF COSTS. Subject to Landlord's reimbursement as
specified hereinbelow, Tenant shall bear all costs of the Improvements, and
shall timely pay said costs directly to the Contractor, From time to time,
Tenant shall provide Landlord with such evidence as Landlord may reasonably
request that the Contractor has been paid in full for the work completed
to-date.

     Tenant shall also pay the cost of any renovations or revisions which
Landlord is required to make to any common area or portion of the Building,
which such renovations, repairs or revisions arise out of or are required in
connection with Tenant's completion of the Improvements contemplated herein.

SECTION 3. LIEN RELEASES. Contractor shall provide Landlord with lien releases
as requested by Landlord and confirmation that no liens have been filed against
the Premises or the Building. If any liens arise against the Premises or the
Building as a result of Tenant's Improvements, Tenant shall immediately, at
Tenant's sole expense, remove such liens and provide Landlord evidence that the
title to the Building and Premises have been cleared of such liens.

SECTION 4. PERFORMANCE BONDS. Unless waived by Landlord as specified herein,
Contractor shall provide payment and performance bonds in an amount equal to
100% of Contractor's contract with Tenant. Landlord agrees to waive performance
bonds on the condition that Tenant contracts with a qualified contractor that
has been mutually agreed upon.

SECTION 5. LANDLORD'S REIMBURSEMENT FOR COSTS. After completion of Tenant's
Improvements, and as specified herein, Landlord shall pay to Tenant for the
Improvements in Paragraph 1 above, an allowance, not to exceed the sum of $6.00
per square foot of Usable Area within the Premises (the "Allowance"). Said
Allowance shall be paid within five (5) days after completion of the
Improvements and Landlord's receipt of invoices and lien releases, or such other
documentation that the work has been completed in a good and workmanlike manner
and has been paid for, as Landlord may reasonably request.

SECTION 6. PRE-CONSTRUCTION REQUIREMENTS. Prior to Tenant or Contractor
commencing any work:

a)   Contractor, and its subcontractors and suppliers, shall be approved in
     writing by Landlord, which approval shall not be unreasonably withheld,
     conditioned or delayed. As a condition of such approval, so long as the
     same are reasonably cost competitive, Contractor shall use Landlord's
     heating, venting, air-conditioning, plumbing, and electrical subcontractors
     for such work;

b)   Tenant or Tenant's Contractor shall submit all Plans and Specifications to
     Landlord, and no work on the Premises shall be commenced before Tenant has
     received Landlord's final written approval thereof, which shall not be
     unreasonably withheld, delayed or conditioned;

c)   Contractor shall concurrently submit to Landlord and Tenant a written bid
     for completion of the Improvements. Said bid shall include Contractor's
     overhead, profit, and fees, and an administration fee of five percent (5%)
     which Contractor shall pay directly to Landlord's managing agent to defray
     said agent's costs for supervision of the construction;

d)   Contractor shall complete all architectural and planning review and obtain
     all permits, including signage, required by the city, state or county in
     which the Premises are located; and

e)   Contractor shall submit to Landlord verification of public liability and
     workmen's compensation insurance adequate to fully protect Landlord and
     Tenant from and against any and all liability,for death or injury to
     persons or damage to property caused in, on or about the Premises or the
     Building from any cause whatsoever arising out completion of the
     Improvements or any other work done by Contractor.

SECTION 7. LANDLORD'S ADMINISTRATION OF CONSTRUCTION. Tenant's Contractor and
its subcontractors and suppliers shall be subject to Landlord's reasonable
administrative control and supervision. Landlord shall provide the Contractor
and its subcontractors reasonable access to the Premises so as to timely
complete the Improvements; reasonable use of the freight elevators for the
movement of Contractor's and its subcontractor's materials and laborers; and use
of parking spaces in the parking facilities serving the Building at no cost so
long as the same are available therefor without disturbing the quiet enjoyment
or reasonable access of any other occupant of the Building.

SECTION 8. COMPLIANCE WITH CONSTRUCTION POLICIES. During construction of the
Improvements, Tenant's Contractor shall adhere to the Construction Policies
specified hereinbelow, which represent Landlord's minimum requirements for
completion of the Improvements.
<PAGE>
                              EXHIBIT B (CONTINUED)
                        CONSTRUCTION PERFORMED BY TENANT

                               CONSTRUCTION POLICY

     The following policies outlined are the construction procedures for the
Building. As a material consideration to Landlord for granting Landlord's
permission to Tenant to complete the construction contemplated hereunder, Tenant
agrees to be bound by and follow the provisions contained hereinbelow:

SECTION 9. ADMINISTRATION.

a)   Contractors to notify Building Office at 11726 San Vicente Boulevard, Suite
     230, Los Angeles, California 90049 prior to starting any work. No
     exceptions. All jobs must be scheduled by the general contractor or
     sub-contractor when no general contractor is being used.

b)   The general contractor is to provide the Building Manager with a copy of
     the projected work schedule for the suite, prior to the start of
     construction.

c)   Contractor will make sure that at least one set of drawings will have the
     Building Manager's initials approving the plans and a copy delivered to the
     Building Office.

d)   As-built construction, including mechanical drawings and air balancing
     reports will be submitted at the end of each project.

e)   The HVAC contractor is to provide the following items to the Building
     Manager upon being awarded the contract from the general contractor:

     i)   A plan showing the new ducting layout, all supply and return air
          grille locations and all thermostat locations. The plan sheet should
          also include the location of any fire dampers.

     ii)  An Air Balance Report reflecting the supply air capacity throughout
          the suite, which is to be given to the Chief Building Engineer at the
          finish of the HVAC installation.

f)   All paint bids should reflect a one-time touch-up paint on all suites. This
     is to be completed approximately five (5) days after move-in date.

g)   The general contractor must provide for the removal of all trash and debris
     arising during the course of construction. At no time are the building's
     trash compactors and/or dumpsters to be used by the general contractor's
     clean-up crews for the disposal of any trash or debris accumulated during
     construction. The Building Office assumes no responsibility for bins.
     Contractor is to monitor and resolve any problems with bin usage without
     involving the Building Office. Bins are to be emptied on a regular basis
     and never allowed to overflow. Trash is to be placed in the bin.

h)   Contractors will include in their proposals all costs to include: parking,
     elevator service, additional security (if required), restoration of
     carpets, etc. Parking will be validated only if contractor is working
     directly for the Building Office.

i)   Any problems with construction per the plan, will be brought to the
     attention of and documented to the Building Manager. Any changes that need
     additional work not described in the bid will be approved in writing by the
     Building Manager. All contractors doing work on this project should first
     verify the scope of work (as stated on the plans) before submitting bids;
     not after the job has started.

SECTION 10. BUILDING FACILITIES COORDINATION.

a)   All deliveries of material will be made through the parking lot entrance.

b)   Construction materials and equipment will not be stored in any area without
     prior approval of the Building Manager.

c)   Only the freight elevator is to be used by construction personnel and
     equipment. Under no circumstances are construction personnel with materials
     and/or tools to use the "passenger" elevators.

SECTION 11. HOUSEKEEPING.

a)   Suite entrance doors are to remain closed at all times, except when hauling
     or delivering construction materials.

b)   All construction done on the property that requires the use of lobbies or
     common area corridors will have carpet or other floor protection. The
     following are the only prescribed methods allowed:

     i)   Mylar -- Extra heavy-duty to be taped from the freight elevator to the
          suite under construction.

     ii)  Masonite -- 1/4 inch Panel, Taped to floor and adjoining areas. All
          corners, edges and joints to have adequate anchoring to provide safe
          and "trip-free" transitions. Materials to be extra heavy-duty and
          installed from freight elevator to the suite under construction.

c)   Restroom wash basins will not be used to fill buckets, make pastes, wash
     brushes, etc. If facilities are required, arrangements for utility closets
     will be made with the Building Office.

d)   Food and related lunch debris are not to be left in the suite under
     construction.

e)   All areas the general contractor or their sub-contractors work in must be
     kept clean. All suites the general contractor works in will have
     construction debris removed prior to completion inspection. This includes
     dusting of all window sills, light diffusers, cleaning of cabinets and
     sinks. All common areas are to be kept clean of building materials at all
     times so as to allow tenants access to their suites or the building.

SECTION 12. CONSTRUCTION REQUIREMENTS.

a)   All Life and Safety and applicable Building Codes will be strictly enforced
     (i.e. tempered glass, fire dampers, exit signs, smoke detectors, alarms,
     etc.). Prior coordination with the Building Manager is required.

                                       B-2
<PAGE>

                              EXHIBIT B (CONTINUED)

                        CONSTRUCTION PERFORMED BY TENANT

b)       Electric panel schedules must be brought up to date identifying all new
         circuits added.

c)       All electrical outlets and lighting circuits are to be properly
         identified. Outlets will be labeled on back side of each cover plate.

d)       All electrical and phone closets being used must have panels replaced
         and doors shut at the end of each day's work. Any electrical closet
         that is opened with the panel exposed must have a work person present.

e)       All electricians, telephone personnel, etc. will, upon completion of
         their respective projects, pick up and discard their trash leaving the
         telephone and electrical rooms clean. If this is not complied with, a
         clean-up will be conducted by the building janitors and the general
         contractor will be back-charged for this service.

f)       Welding or burning with an open flame will not be done without prior
         approval of the Building Manager. Fire extinguishers must be on hand at
         all times.

g)       All "anchoring" of walls or supports to the concrete are not to be done
         during normal working hours (7:30 AM - 6:00 PM, Monday through Friday).
         This work must be scheduled before or after these hours during the week
         or on the weekend.

h)       All core drilling is not to be done during normal working hours (7:30
         AM - 6:00 PM, Monday through Friday). This work must be scheduled
         before or after these hours during the week or on the weekend.

i)       All HVAC work must be inspected by the Building Engineer. The following
         procedures will be followed by the general contractor:

         i)       A preliminary inspection of the HVAC work in progress will be
                  scheduled through the Building Office prior to the
                  reinstallation of the ceiling grid.

         ii)      A second inspection of the HVAC operation will also be
                  scheduled through the Building Office and will take place with
                  the attendance of the HVAC contractor's Air Balance Engineer.
                  This inspection will take place when the suite in question is
                  ready to be air-balanced.

         iii)     The Building Engineer will inspect the construction on a
                  periodic basis as well.

                           [INTENTIONALLY LEFT BLANK]

                                      B-3

<PAGE>

                              EXHIBIT B (CONTINUED)

                        CONSTRUCTION PERFORMED BY TENANT

j)       All existing thermostats, ceiling tiles, lighting fixtures and air
         conditioning grilles shall be saved and turned over to the Building
         Engineer.

         GOOD HOUSEKEEPING RULES AND REGULATIONS WILL BE STRICTLY ENFORCED. THE
BUILDING OFFICE AND ENGINEERING DEPARTMENT WILL DO EVERYTHING POSSIBLE TO MAKE
YOUR JOB EASIER. HOWEVER, CONTRACTORS WHO DO NOT OBSERVE THE CONSTRUCTION POLICY
WILL NOT BE ALLOWED TO PERFORM WITHIN THIS BUILDING. THE COST OF REPAIRING ANY
DAMAGES THAT ARE CAUSED BY TENANT OR TENANT'S CONTRACTOR DURING THE COURSE OF
CONSTRUCTION SHALL BE DEDUCTED FROM TENANT'S ALLOWANCE OR TENANT'S SECURITY
DEPOSIT, AS APPROPRIATE.

LANDLORD:                                 TENANT:

DOUGLAS EMMETT JOINT VENTURE,             THE KRIEGSMAN CAPITAL GROUP, LLC,
a California general partnership          a California limited liability company

By: DOUGLAS, EMMETT AND COMPANY,
    its agent

By: /s/ Kenneth Panzer                    By: /s/ Steven A. Kriegsman
    --------------------------------          -------------------------------
    Kenneth Panzer                            Signer's Name: STEVEN A. Kriegsman
                                              [X] President [ ] Vice President
                                              or [ ] Chief Executive Officer
Dated: 4/27/00                                       (Check Title Above)
                                                            AND

                                          By:__________________________________
                                             Signer's Name: ___________________
                                             [ ] Secretary [ ] Treasurer or
                                             [ ] Chief Financial Officer
                                                    (Chick Title Above)

                                                    AFFIX CORPORATE SEAL HERE

                                          Dated:______________________________

                                          GUARANTOR

                                          /s/ Steven A. Kriegsman
                                          --------------------------------------
                                          Mr. Steven A. Kriegsman, an individual

                                          Dated: April 20, 2000

                                      B-4

<PAGE>

                                   EXHIBIT B-1
                       CONSTRUCTION BY TENANT DURING TERM

1.       If Tenant wishes to make a Tenant Change, as specified in Section 12.12
of the Lease, such Tenant Change shall be completed pursuant to the provisions
of Section 12.12. of the Lease and this Exhibit B-1. Tenant shall bear all
costs of said Tenant Change, which shall be paid directly to Tenant's general
contractor ("Contractor").

         Contractor shall complete construction to the Premises pursuant to the
final Plans and Specifications approved in writing by Landlord and Tenant (the
"Tenant Change"), in compliance with all applicable codes and regulations.
Tenant's selections of finishes and materials shall be indicated on the Plans
and Specifications, and shall be equal to or better than the minimum Building
standards and specifications. All work not shown on the final Plans and
Specifications, but which is to be included in the Tenant Change, including but
not limited to, telephone service installation, furnishings or cabinetry, shall
be installed pursuant to Landlord's reasonable directives.

2.       Prior to commencing any work:

a)       Tenant's proposed Contractor and the Contractor's proposed
         subcontractors and suppliers shall be approved in writing by Landlord,
         which approval shall not be unreasonably withheld, conditioned or
         delayed. As a condition of such approval, so long as the same are
         reasonably cost competitive, then Contractor shall use Landlord's
         Heating, Venting, and Air-conditioning, plumbing, and electrical
         subcontractors for such work.

                  During completion of any Tenant Change, neither Tenant or
         Contractor shall permit any subcontractors, workmen, laborers, material
         or equipment to come into or upon the Building if the use thereof, in
         Landlord's reasonable judgment, would violate Landlord's agreement with
         any union providing work, labor or services in or about the Building.

b)       Contractor shall submit to Landlord and Tenant a written bid for
         completion of the Tenant Change. Said bid shall include Contractor's
         overhead, profit, and fees, and, if the proposed Tenant Change is for
         cosmetic work in excess of $5,000 in aggregate value per occurrence or
         for structural work of any kind, Contractor shall:

         i)       pre-pay to Landlord's managing agent $250.00 as partial
                  payment of said managing agent's construction administration
                  fee, as specified hereinbelow, and

         ii)      upon completion of said Tenant Change, pay an administration
                  fee for. supervision of said Tenant Change equal to fifty
                  dollars ($50.00) per hour, to a maximum of seven and one-half
                  percent (7.5%) of the total cost of the Tenant Change, to
                  defray said agent's costs for supervision of the construction;

c)       Tenant or Contractor shall submit all Plans and Specifications to
         Landlord, and no work on the Premises shall be commenced before
         Tenant has received Landlord's final written approval thereof, which
         shall not be unreasonably withheld, delayed or conditioned;

d)       Contractor shall complete all architectural and planning review and
         obtain all permits, including signage, required by the city, state or
         county in which the Premises are located; and

e)       Contractor shall submit to Landlord verification of public liability
         and workmen's compensation insurance adequate to fully protect Landlord
         and Tenant from and against any and all liability for death or injury
         to persons or damage to property caused in or about or by reason of the
         construction of any work done by Contractor or Contractor's
         subcontractors or suppliers.

f)       Unless otherwise waived in writing by Landlord, which waiver shall be
         in Landlord's sole discretion, Contractor shall provide payment and
         performance bonds in an amount equal to 100% of the estimated amount of
         Tenant Change, as specified to Landlord pursuant to Paragraph 2 (b).

3.       Contractor and Contractor's subcontractors and suppliers shall be
subject to Landlord's reasonable administrative control and supervision.
Landlord shall provide Contractor and Contractor's subcontractors and suppliers
with reasonable access to the Premises.

4.       During construction of the Tenant Change, Contractor shall adhere to
the procedures contained hereinbelow, which represent Landlord's minimum
requirements for completion of the Tenant Change.

5. Upon completion of the Tenant Change, Tenant shall provide Landlord with such
evidence as Landlord may reasonably request that the Contractor has been paid in
full, and Contractor shall provide Landlord with lien releases as requested by
Landlord, confirmation that no liens have been filed against the Premises or the
Building. If any liens arise against the Premises or the Building as a result of
the Tenant Change, Tenant shall immediately, at Tenant's sole expense, remove
such liens and provide Landlord evidence that the title to the Building and
Premises have been cleared of such liens.

6. Whether or not Tenant or Contractor timely complete the Tenant Change, unless
the Lease is otherwise terminated pursuant to the provisions contained therein,
Tenant acknowledges and agrees that Tenant's obligations under the Lease to pay
Fixed Monthly Rent and/or Additional Rent shall continue unabated.

                               CONSTRUCTION POLICY

         The following policies outlined are the construction procedures for the
Building. As a material consideration to Landlord for granting Landlords
permission to Tenant to complete the construction contemplated hereunder, Tenant
agrees to be bound by and follow the provisions contained hereinbelow:

1.       ADMINISTRATION

a)       Contractors to notify the management office for the Building prior to
         starting any work. All jobs must be scheduled by the general contractor
         or sub-contractor when no general contractor is being used.

                                      B1-1

<PAGE>

                             EXHIBIT B-1 (CONTINUED)
                       CONSTRUCTION BY TENANT DURING TERM

b)       The general contractor is to provide the Building Manager with a copy
         of the projected work schedule for the suite, prior to the start of
         construction.

c)       Contractor will make sure that at least one set of drawings will have
         the Building Manager's initials approving the plans and a copy
         delivered to the Building Office.

d)       As-built construction, including mechanical drawings and air balancing
         reports will be submitted at the end of each project.

e)       The HVAC contractor is to provide the following items to the Building
         Manager upon being awarded the contract from the general contractor:

         i)       A plan showing the new ducting layout, all supply and return
                  air grille locations and all thermostat locations. The plan
                  sheet should also include the location of any fire dampers.

         ii)      An Air Balance Report reflecting the supply air capacity
                  throughout the suite, which is to be given to the Chief
                  Building Engineer at the finish of the HVAC installation.

f)       All paint bids should reflect a one-time touch-up paint on all suites.
         This is to be completed approximately five (5) days after move-in date.

g)       The general contractor must provide for the removal of all trash and
         debris arising during the course of construction. At no time are the
         building's trash compactors and/or dumpsters to be used by the general
         contractor's clean-up crews for the disposal of any trash or debris
         accumulated during construction. The Building Office assumes no
         responsibility for bins. Contractor is to monitor and resolve any
         problems with bin usage without involving the Building Office. Bins are
         to be emptied on a regular basis and never allowed to overflow. Trash
         is to be placed in the bin.

h)       Contractors will include in their proposals all costs to include:
         parking, elevator service, additional security (if required),
         restoration of carpets, etc. Parking will be validated only if
         contractor is working directly for the Building Office.

i)       Any problems with construction per the plan, will be brought to the
         attention of and documented to the Building Manager. Any changes that
         need additional work not described in the bid will be approved in
         writing by the Building Manager. All contractors doing work on this
         project should first verify the scope of work (as stated on the plans)
         before submitting bids; not after the job has started.

2.       BUILDING FACILITIES COORDINATION

a)       All deliveries of material will be made through the parking lot
         entrance.

b)       Construction materials and equipment will not be stored in any area
         without prior approval of the Building Manager.

c)       Only the freight elevator is to be used by construction personnel and
         equipment. Under no circumstances arc construction personnel with
         materials and/or tools to use the "passenger" elevators.

3.       HOUSEKEEPING

a)       Suite entrance doors are to remain closed at all times, except when
         hauling or delivering construction materials.

b)       All construction done on the property that requires the use of lobbies
         or common area corridors will have carpet or other floor protection.
         The following are the only prescribed methods allowed:

         i)       Mylar: Extra heavy-duty to be taped from the freight elevator
                  to the suite under construction.

         ii)      Masonite: 1/4 inch Panel, Taped to floor and adjoining areas.
                  All corners, edges and joints to have adequate anchoring to
                  provide safe and "trip-free" transitions. Materials to be
                  extra heavy-duty and installed from freight elevator to the
                  suite under construction.

c)       Restroom wash basins will not be used to fill buckets, make pastes,
         wash brushes, etc. If facilities are required, arrangements for utility
         closets will be made with the Building Office.

d)       Food and related lunch debris are not to be left in the suite under
         construction.

e)       All areas the general contractor or their sub-contractors work in must
         be kept clean. All suites the general contractor works in will have
         construction debris removed prior to completion inspection. This
         includes dusting of all window sills, light diffusers, cleaning of
         cabinets and sinks. All common areas are to be kept clean of building
         materials at all times so as to allow tenants access to their suites or
         the building.

4.       CONSTRUCTION REQUIREMENTS

a)       All Life and Safety and applicable Building Codes will be strictly
         enforced (i.e. tempered glass, fire dampers, exit signs, smoke
         detectors, alarms, etc.). Prior coordination with the Building Manager
         is required.

b)       Electric panel schedules must be brought up to date identifying all new
         circuits added.

c)       All electrical outlets and lighting circuits are to be properly
         identified. Outlets will be labeled on back side of each cover plate.

                                      B1-2

<PAGE>

                                   EXHIBIT B-1
                       CONSTRUCTION BY TENANT DURING TERM

d)       All electrical and phone closets being used must have panels replaced
         and doors shut at the end of each day's work. Any electrical closet
         that is opened with the panel exposed must have a work person present.

e)       All electricians, telephone personnel, etc. will, upon completion of
         their respective projects, pick up and discard their trash leaving the
         telephone and electrical rooms clean. If this is not complied with, a
         clean-up will be conducted by the building janitors and the general
         contractor will be back-charged for this service.

f)       Welding or burning with an open flame will not be done without prior
         approval of the Building Manager. Fire extinguishers must be on hand at
         all times.

g)       All "anchoring" of walls or supports to the concrete are not to be done
         during normal working hours (7:30 AM - 6:00 PM, Monday through Friday).
         This work must be scheduled before or after these hours during the
         week or on the weekend.

h)       All core drilling is not to be done during normal working hours (7:30
         AM - 6:00 PM, Monday through Friday). This work must be scheduled
         before or after these hours during the week or on the weekend.

i)       All HVAC work must be inspected by the Building Engineer. The following
         procedures will be followed by the general contractor:

         i)       A preliminary inspection of the HVAC work in progress will be
                  scheduled through the Building Office prior to the
                  reinstallation of the ceiling grid.

         ii)      A second inspection of the HVAC operation will also be
                  scheduled through the Building Office and will take place with
                  the attendance of the HVAC contractor's Air Balance Engineer.
                  This inspection will take place when the suite in question is
                  ready to be air-balanced.

         iii)     The Building Engineer will inspect the construction on a
                  periodic basis as well.

j)       All existing thermostats, ceiling tiles, lighting fixtures, and air
         conditioning grilles shall be saved and turned over to the Building
         Engineer.

         GOOD HOUSEKEEPING RULES AND REGULATIONS WILL BE STRICTLY ENFORCED. THE
BUILDING OFFICE AND ENGINEERING DEPARTMENT WILL DO EVERYTHING POSSIBLE TO MAKE
YOUR JOB EASIER. HOWEVER, CONTRACTORS WHO DO NOT OBSERVE THE CONSTRUCTION POLICY
WILL NOT BE ALLOWED TO PERFORM WITHIN THIS BUILDING. THE COST OF REPAIRING ANY
DAMAGES THAT ARE CAUSED BY TENANT OR TENANT'S CONTRACTOR DURING THE COURSE OF
CONSTRUCTION SHALL BE DEDUCTED FROM TENANT'S ALLOWANCE OR TENANT'S SECURITY
DEPOSIT, AS APPROPRIATE.

LANDLORD:                                 TENANT:

DOUGLAS EMMETT JOINT VENTURE,             THE KRIEGSMAN CAPITAL GROUP, LLC.
a California general partnership          a California limited liability company

By: DOUGLAS, EMMETT AND COMPANY,
    its agent

By: /s/ Kenneth Panzer                    By: /s/ Steven A. Kriegsman
    ----------------------------------        --------------------------------
    Kenneth Panzer       `                    Signer's Name: STEVEN A. Kriegsman
                                              [X] President [ ] Vice President
                                              or [ ] Chief Executive Officer
 Dated: 4/27/00                                    (Check Title Above)
                                                            AND

                                          By:________________________________

                                             Signer's Name:_____________________
                                             [ ] Secretary [ ] Treasurer or
                                             [ ] Chief Financial Officer
                                                   (Check Title Above)

                                                AFFIX CORPORATE SEAL HERE

                                          GUARANTOR:

                                          /s/ Steven A. Kriegsman
                                          ----------------------------------
                                          Mr. Steven A. Kriegsman, an individual

                                          Dated: April 20,2000

                                      B1-3
<PAGE>

                                    EXHIBIT C
                              RULES AND REGULATIONS

BUILDING RULES AND REGULATIONS

1.   ACCESS. Tenant and/or Tenant's agents, clients, contractors, directors,
employees, invitees, licensees, officers, partners or shareholders shall only
use the sidewalks, entrances, lobby(ies), garage(s), elevators, stairways, and
public corridors as a means of ingress and egress, and shall take such actions
as may reasonably be necessary to ensure that the same remain unobstructed at
all times.

     The entrance and exit doors to the Premises are to be kept closed at all
times except as required for orderly passage to and from the Premises. Except on
balconies available for the joint or exclusive use of Tenant as otherwise
specified hereinabove, Tenant shall not permit its agents, clients, contractors,
directors, employees, invitees, licensees, officers, partners or shareholders to
loiter in any part of the Building or obstruct any means of ingress or egress.
Tenant shall not cover any doors, and shall not cover any window, other than
with vertical or mini-blinds pre-approved in writing by Landlord. Landlord
specifically disapproves the installation of any film or foil covering
whatsoever on the windows of the Premises.

     Neither Tenant, nor its agents, clients, contractors, directors,
employees, invitees, licensees, officers, partners or shareholders shall go up
on the roof or onto any balcony serving the Building, except upon such roof,
portion thereof, or balcony as may be contiguous to the Premises and is
designated in writing by Landlord as a roof-deck, roof-garden area, or exclusive
use balcony area.

2.   RESTROOM FACILITIES. The toilet rooms, toilets, urinals, wash bowls and
other apparatus (the "Restroom Facilities"), whether contained in the common
areas of the Building and/or the interior of the Premises, shall not be used for
any purpose other than that for which they were designed. Tenant shall not
permit its agents, clients, contractors, directors, employees, invitees,
licensees, officers, partners or shareholders to throw foreign substances of any
kind whatsoever or papers not specifically designated for use in the Restroom
facilities down any toilet, or to dispose of the same in any way not in keeping
with the instructions provided to Tenant by the management of the Building
regarding same, and Tenant hereby specifically agrees to reimburse Landlord
directly for the expense of any breakage, stoppage or damage resulting from
Tenant's violation of this rule.

3.   HEAVY EQUIPMENT. Landlord reserves the right, in Landlord's sole
discretion, to decline, limit or designate the location for installation of any
safes, other unusually heavy, or unusually large objects to be used or brought
into the Premises the Building. In each case where Tenant requests installation
of one or more such unusually heavy item(s), which request shall be conclusively
evidenced by Tenant's effort to bring such item(s) into the Building or
Premises. Tenant shall reimburse Landlord for the costs of any engineering or
structural analysis required by Landlord in connection therewith. In all cases,
each such heavy object shall be placed on a metal stand or metal plates or such
other mounting detail of such size as shall be prescribed by Landlord.

     Tenant hereby indemnifies Landlord against any damage or injury done to
persons, places, things or the Building or its common areas when such damage or
injury primarily arises out of Tenant's installation or use of one or more
unusually heavy objects. Tenant further agrees to reimburse Landlord for the
costs of repair of any damage done to the Building or property therein by
putting in, taking out, or maintaining such safes or other unusually heavy
objects.

4.   TRANSPORTATION OF FREIGHT. Except as otherwise agreed to by Landlord in
writing, Tenant or Tenant's agents, clients, contractors, directors, employees,
invitees, licensees, officers, partners or shareholders shall only carry
freight, furniture or bulky materials in or out of the Building before or after
Normal Business Hours, as specified in Section 15 of these rules. Tenant may
only install and/or move such freight, furniture or bulky material after
previous written notice of its intention to complete such a move, given to the
Office of the Building. The persons and/or company employed by Tenant for such
work must be professional movers, reasonably acceptable to Landlord, and said
movers must provide Landlord with a certificate of insurance evidencing the
existence of workmen's compensation and all risk liability coverage in a minimum
amount of $2,000,000.

     Tenant may, subject to the provisions of the immediately preceding
paragraph, move freight, furniture, bulky matter and other material in or out of
the Premises on Saturdays between the hours of 8:00 A.M. and 6:00 P.M., provided
that Tenant pays in advance for Landlord's reasonably anticipated additional
costs, if any, for elevator operators, security guards and other expenses
arising by reason of such move fay Tenant.

5.   FLAMMABLE MATERIALS. Except for such limited quantities of office materials
and supplies as are customarily utilized in Tenant's normal business operations,
Tenant shall not use or keep in the Premises or the Building any kerosene,
gasoline, flammable or combustible fluid or material, other than those limited
quantities of normal business operating materials as may reasonably be necessary
for the operation or maintenance of office equipment. Nor shall Tenant keep or
bring into the Premises or the Building any other toxic or hazardous material
specifically disallowed pursuant to California state law.

6.   COOKING / ODORS / NUISANCES. Tenant shall not permit its agents, clients,
contractors, directors, employees, invitees, licensees, officers, partners or
shareholders to engage in the preparation and/or serving of foods unless the
Premises includes a self-contained kitchen area. Nor shall Tenant permit

<PAGE>

                              EXHIBIT C (CONTINUED)
                              RULES AND REGULATIONS

the odors arising from such cooking, or any other improper noises, vibrations,
or odors to be emanate from the Premises. Tenant shall not obtain for use in the
Premises, ice, drinking water, food, beverage, towel or other similar services
except at such reasonable hours and under such reasonable regulations as may be
specified by Landlord.

     Tenant hereby agrees to instruct all persons entering the Premises to
comply with the requirements of the Building, by advising all persons entering
the Premises that smoking of any tobacco or other substance is prohibited at all
times, except in such common areas located outside the Building as may be
designated by the Building management.

     Tenant shall not permit Tenant's agents, clients, contractors, directors,
employees, invitees, licensees, officers, partners or shareholders to interfere
in any way with other tenants of the Building or with those having business with
them.

     Tenant shall not permit its agents, clients, contractors, directors,
employees, invitees, licensees, officers, partners or shareholders to bring or
keep within the Building any animal, bird or bicycle, except such seeing-eye dog
or other disability assistance type animal as may comply with the requirements
of any handicapped ordinances having jurisdiction therefor.

     Tenant shall store its trash and garbage within the Premises, No material
shall be placed in the trash boxes or receptacles if such material is a
hazardous waste or toxic substance or is of such a nature that its disposal in
Landlord's ordinary and customary manner of removing and disposing of trash and
garbage would be a violation of any law, ordinance or company regulation
governing such disposal. All garbage and refuse disposal shall be made only
through, entry ways and elevators provided for such purposes and at such times
as Landlord shall designate. As and when directed by Landlord and/or if required
by any governmental agency having jurisdiction therefor, Tenant shall comply
with all directives for recycling and separation of trash.

     Tenant shall not employ any person to do janitorial work in any part of the
Premises without the prior written consent of Landlord, which consent may be
withheld in Landlord's sole discretion.

     Landlord reserves the right to exclude or expel from the Building any
person who in Landlord's sole discretion is intoxicated or under the influence
of liquor or drugs or who, in any manner, engages in any act in violation of the
Rules and Regulations of the Building.

     Tenant shall not conduct any public or private auction, fire sale or other
sale of Tenant's personal property, furniture, fixtures or equipment or any
other property located in or upon the Premises, without Landlord's prior written
consent, which consent shall be in Landlord's sole discretion.

7.   STORAGE. Tenant may only store goods, wares, or merchandise on or in the
Premises in areas specifically designated by Landlord for such storage.

8.   DIRECTIVES TO MANAGEMENT. Tenant's requirements, other than those Landlord
specifically agrees to perform elsewhere in this Lease, shall only be attended
to upon the Building management's receipt of Tenant's written request therefor.
Landlord's employees shall not perform any work or do anything outside of their
regular duties unless under special instruction from the Building management. No
security guard, janitor or engineer or other employee of the Building management
shall admit any person (Tenant or otherwise) to the Premises without specific
instructions from the Office of the Building and written authorization for such
admittance from Tenant.

9.   KEYS AND LOCKS. Landlord shall furnish Tenant with two keys to each door
lock existing in the Premises. Tenant shall reimburse Landlord a reasonable
charge for these and any additional keys. Tenant shall not be permitted to have
keys made, nor shall Tenant alter any lock or install a new or additional lock
or bolts on any door of the Premises without Landlord's prior written consent.
Tenant shall, in each case, furnish Landlord with a key for any additional lock
installed or changed by Tenant or Tenant's agent(s). Tenant, upon the expiration
or earlier termination of this Lease, shall deliver to Landlord all keys in the
possession of Tenant or Tenant's agents, clients, contractor, directors,
employees, invitees, licensees, officers, partners or shareholders for doors in
the Building, whether or not furnished to Tenant by Landlord. If Tenant, or
Tenant's agents, clients, contractors, directors, employees, invitees,
licensees, officers, partners or shareholders, lose or misplace any key(s) to
the Building, Landlord shall, in Landlord's sole discretion, either replace said
key(s) or re-key such locks as may be affected thereby, and Tenant shall
reimburse Landlord for all such costs of such re-keying and/or replacement.

10.  SOLICITATION. Tenant and/or its agents, clients, contractors, directors,
employees, invitees, licensees, officers, partners or shareholders shall not
permit any canvassing, peddling, soliciting and/or distribution of handbills or
any other written materials to occur in the Premises and/or the Building, nor
shall Tenant or Tenant's agents, clients, contractors, directors, employees,
invitees, licensees, officers, partners or shareholders engage in such
solicitation or distribution activities.

                                       C-2

<PAGE>

                              EXHIBIT C (CONTINUED)
                              RULES AND REGULATIONS

11.  RETAIL SALES, SERVICES AND MANUFACTURING PROHIBITED. Except with the prior
written consent of Landlord, Tenant shall not sell, or permit the retail sale
of, newspapers, magazines, periodicals, theater tickets or any other goods or
merchandise to the general public in or on the Premises, nor shall Tenant carry
on or permit or allow any employee or other person to carry on the independent
business of stenography, typewriting or any similar business in or from the
Premises for the service or accommodation of other occupants of any other
portion of the Building. Tenant shall not permit the Premises to be used for
manufacturing or for any illegal activity of any kind, or for any business or
activity other than for Tenant's specific use.

12.  CHANGE IN NAME OR ADDRESS. Landlord shall have the right, exercisable
without notice and without liability to Tenant, to change the name and street
address of the Building, upon thirty (30) days written notice to Tenant.

13.  PROJECTIONS FROM PREMISES. Tenant shall not install any radio or television
antenna, loudspeaker or other device on the roof or the exterior walls of the
Building or in any area projecting outside the interior walls of the Premises.
Tenant shall not install or permit to be installed any awnings, air conditioning
units or other projections, without the prior written consent of Landlord.

14.  SUPERIORITY OF LEASE. These Rules and Regulations are in addition to, and
shall not be construed to in any way modify or amend, in whole or in part, the
covenants, agreements or provisions of this Lease. If a conflict or disagreement
between the Lease and these Rules becomes apparent, this Lease shall prevail.

15.  CHANGES TO RULES AND REGULATIONS. Provided such changes do not materially
harm Tenant's ability to conduct its normal business operations, Landlord shall
retain the right to change, add or rescind any rule or regulation contained
herein, or to make such other and further reasonable and non-discriminatory
Rules and Regulations as in Landlord's sole judgment may, from time to time,
become necessary for the management, safety, care and cleanliness of the
Premises, the Building or the Parking Facilities, or for the preservation of
good order therein, or for the convenience of other occupants and tenants
therein, so long as such recision, addition, deletion or change is thereafter
reasonably applied to all occupants of the Building affected thereby.

PARKING RULES AND REGULATIONS

A.   Tenant shall strictly comply with all posted speed limits, directional
     signs, yield signs, stops signs and all other signs within or about the
     parking facilities.

B.   Tenant shall register all vehicle license plate numbers with the Building
     management.

C.   Tenant shall be responsible for the cost of repairing any damage to the
     parking facilities or cleaning any debris create or left by Tenant,
     including, without limitation, oil leakage from motor vehicles parked in
     the parking facilities under its auspices.

D.   Landlord, in addition to reserving the right to designate one or more areas
     solely for visitor parking, which areas may be changed by Landlord from
     time to time with or without prior notice to Tenant, reserves the right to
     allocate additional visitor spaces on any floor of the parking facilities.
     Tenant shall not park any vehicles in any spaces designated as visitor only
     spaces or customer spaces within the parking facilities.

E.   Tenant shall strictly comply with all rules, regulations, ordinances, speed
     limits, and statutes affecting handicapped parking and/or access, and shall
     not park any vehicles within the fire lanes, along parking curbs or in
     striped areas.

F.   Tenant shall only use the number of parking permits allocated to it and
     shall not permit more than one of its employees to utilize the same parking
     permit. Landlord reserves the right to assign or re-assign parking spaces
     within the Parking facilities, to Tenant from time to time, and provided
     Landlord is required to do so by reason of any action arising out of a
     governmental mandate imposed on Landlord, Landlord further reserves the
     right at any time to substitute an equivalent number of parking spaces in a
     parking facilities or subterranean or surface parking facility within a
     reasonable distance of the Premises.

G.   Except with Landlord's managing agent(s)' prior written consent, Tenant
     shall not leave vehicles in the parking facilities overnight, nor park any
     vehicles in the parking facilities other than automobiles, motorcycles,
     motor-driven or non-motor-driven bicycles or four-wheeled trucks or vans.
     Landlord may, in its sole discretion, designate separate areas for bicycles
     and motorcycles. Tenant shall ensure that vehicles parking in the parking
     facilities by using the parking permits assigned to Tenant shall be parked
     entirely within the striped lines designating a single space and are not so
     situated or of such a width or length as to impede access to or egress from
     vehicles parked in adjacent areas or doors or loading docks. Further, all
     vehicles utilizing Tenant's parking permits shall not be higher than any
     height limitation that may be posted, or of such a size, weight or
     dimension so that entry of such vehicle into the parking facilities would
     cause any damage or injury thereto.

                                      C-3

<PAGE>

                              EXHIBIT C (CONTINUED)
                              RULES AND REGULATIONS

H.   Tenant shall not allow any of the vehicles parked using Tenant's permits,
     or the vehicles of any of Tenant's suppliers, shippers, customers or
     invitees to be loaded or unloaded in any area other than those specifically
     designated by Landlord for loading.

I.   Tenant shall not use or occupy the parking facilities in any manner which
     will unreasonably interfere with the use of the parking facilities by other
     tenants or occupants of the Building. Without limitation, Tenant agrees to
     promptly turn off any vehicle alarm system activated and sounding an alarm
     in the parking facilities. In the event said alarm system fails to turn off
     and no longer sound an intruder alert fifteen (15) minutes after commencing
     such an alarm, Landlord shall reserve the right to remove the vehicle from
     the parking facilities at Tenant's sole expense.

J.   Tenant acknowledges that the Rules and Regulations as posted herein shall
     be in effect twenty-four hours per day, seven days per week, without
     exception.

K.   Tenant acknowledges that the uniformed guard officers and parking
     attendants serving the parking facilities are authorized to issue verbal
     and written warnings of Tenant's violations of any of the rules and
     regulations contained herein. Except in the case of a car alarm continuing
     to sound in excess of a maximum of fifteen minutes, in which case no
     further notice by Landlord shall be required. If Tenant or Tenant's agents,
     contractors, directors, employees, officers, partners or shareholders
     continue to materially breach these rules and regulations after expiration
     of written notice and the opportunity to cure has been given to Tenant,
     then in addition to such other remedies and request for injunctive relief
     it may have, Landlord shall have the right, without additional notice, to
     remove or tow away the vehicle involved and store the same, all costs of
     which shall be borne exclusively by Tenant and/or revoke Tenant's parking
     privileges and rights under the Lease.

LANDLORD:                            TENANT:

DOUGLAS EMMETT JOINT VENTURE,        THE KRIEGSMAN CAPITAL GROUP, LLC,
a California general partnership     a California limited liability company

By: DOUGLAS, EMMETT AND COMPANY,     By:  /s/ Steven A. Kriegsman,
    its agent                             ----------------------------------
                                          Signer's Name: Steven A. Kriegsman
By: /s/ Kenneth Panzer                    [X] President [ ] Vice President or
    --------------------------------      [ ] Chief Executive Officer
    Kenneth Panzer                              (Check Title Above)

Dated: 4/27/00                                      AND

                                     By:___________________________________

                                     Signer's Name:_________________________

                                          [ ] Secretary  [ ] Treasurer or
                                          [ ] Chief Financial Officer
                                                 (Check Title Above)

                                         AFFIX CORPORATE SEAL HERE

                                     GUARANTOR:

                                     /s/ Steven A. Kriegsman
                                     ----------------------------------------
                                     Mr. Steven A. Kriegsman, an individual

                                     Dated: April 20,2000

                                      C-4

<PAGE>

                                    EXHIBIT D
                  FIRST AMENDMENT - COMMENCEMENT DATE AND TERM

     THIS__________ AMENDMENT TO LEASE (the "_________ Amendment"), dated April
13, 2000, is made by and between ________________ ("LANDLORD"), with offices at
12121 Wilshire Boulevard, Suite 600, Los Angeles, California 90025, and
____________ ("Tenant"), with offices at________________.

 WHEREAS,

     A.   Landlord, pursuant to the provisions of that certain written
___________, dated ______ (the "Lease"), leased to Tenant and Tenant leased from
Landlord space in the property located at__________ (the "Building"), commonly
known as Suite ____________ (the "Premises");

     B.   The provisions of said Lease specify that the Commencement Date shall
be the date Landlord substantially completes the Improvements for which Landlord
is obligated under the Lease, as conclusively evidenced by Tenant taking
possession of the Premises;

     C.   Tenant took possession of the Premises on;

NOW, THEREFORE, IN CONSIDERATION of the covenants and provisions contained
herein, and other good and valuable consideration, the sufficiency of which
Landlord and Tenant hereby acknowledge, Landlord and Tenant agree;

1.   CONFIRMATION OF DEFINED TERMS. Unless modified herein, all terms previously
     defined and capitalized in the Lease shall hold the same meaning for the
     purposes of this______________ Amendment.

2.   CONFIRMATION OF COMMENCEMENT DATE AND TERM. The Commencement Date is hereby
     confirmed to be___________, and the Term is hereby confirmed from and
     including_______________ to and including________________.

3.   REVISION IN FIXED MONTHLY RENT. Tenant acknowledges and agrees commencing
     ________ and continuing through_____________, Tenant shall pay the initial
     Fixed Monthly Rent of $_____________ per month. Furthermore, as of the
     Commencement Date, the provisions of Section 3.3 are hereby deleted in
     their entirety, and replaced in lieu thereof, with the following:

          "Commencing_____________, and continuing through __________, the Fixed
     Monthly Rent payable by Tenant shall increase from $_________ per month
     to $___________ per month;

          Commencing__________, and continuing through ____________ the Fixed
     Monthly Rent payable by Tenant shall increase from $__________ per month to
     $_________ per month;

          Commencing___________,and continuing through __________, the Fixed
     Monthly Rent payable by Tenant shall increase from $_________ per month to
     $__________ per month; and

          Commencing __________, and continuing throughout the remainder of the
     initial Term, the Fixed Monthly Rent payable by Tenant shall increase from
     $_________ per month to $ ____________per month."

4.   ACCEPTANCE OF PREMISES. Tenant acknowledges and agrees that Landlord has
     completed the Improvements for which Landlord was obligated under the Lease
     to Tenant's satisfaction, and, as of the Commencement Date, the Premises
     were in good order and repair.

-    WARRANTY OF AUTHORITY. If Landlord or Tenant signs as a corporation or a
     partnership, each of the persons executing this ____________ Amendment on
     behalf of Landlord or Tenant hereby covenants and warrants that the
     corporation executing hereinbelow is a duly authorized and existing entity
     that is qualified to do business in California; that the person(s) signing
     on behalf of either Landlord or Tenant have full right and authority to
     enter into this ____________ Amendment; and that each and every person
     signing on behalf of either Landlord or Tenant are authorized in writing to
     do so.

          If either signatory hereto is a corporation, the person(s) executing
     on behalf of said entity shall affix the appropriate corporate seal to each
     area in the document where request therefor is noted, and the other party
     shall be entitled to conclusively presume that by doing so the entity for
     which said corporate seal has been affixed is attesting to and ratifying
     this_________ Amendment.

-    BROKER REPRESENTATION. Landlord and Tenant represent to one another that
     it has dealt with no broker in connection with this ___________ Amendment
     other than Douglas, Emmett and Company. Landlord and Tenant shall hold one
     another harmless from and against any and all liability, loss, damage,
     expense, claim, action, demand, suit or obligation arising out of or
     relating to a breach by the indemnifying party of such representation.
     Landlord agrees to pay all commissions due to the brokers listed above
     created by Tenant's execution of this ________ Amendment.

-    SUCCESSORS AND HEIRS. The provisions of this_____________ Amendment shall
     inure to the benefit of Landlord's and Tenant's respective successors,
     assigns, heirs and all persons claiming by, through or under them.

-    CONFIDENTIALITY. Landlord and Tenant agree that the covenants and
     provisions of this ___________ Amendment shall not be divulged to anyone
     not directly involved in the management, administration, ownership,
     lending against, or subleasing of the Premises, other than Tenant's or
     Landlord's counsel-of-record or leasing or sub-leasing broker of record.

-    SUBMISSION OF DOCUMENT. No expanded contractual or other rights shall exist
     between Landlord and Tenant with respect to the Premises, as contemplated
     under this________________Amendment, until both Landlord and Tenant have
     executed and delivered this________________Amendment, whether or not

                                      D-1

<PAGE>

                              EXHIBIT D (CONTINUED)
                  FIRST AMENDMENT - COMMENCEMENT DATE AND TERM

     any additional rental or security deposits have been received by Landlord,
     and notwithstanding that Landlord has delivered to Tenant an unexecuted
     copy of this________________Amendment.

         The submission of this ____________ Amendment to Tenant shall be for
     examination purposes only, and does not and shall not constitute a
     reservation of or an option for the Tenant to lease the Premises, or
     otherwise create any interest by Tenant in the Premises or any other
     portion of the Building other than the original Premises currently occupied
     by Tenant. Execution of this _______________Amendment by Tenant and its
     return to Landlord shall not be binding upon Landlord, notwithstanding any
     time interval, until Landlord has in fact executed and delivered
     this_______________ Amendment to Tenant.

-    DISCLOSURE. Landlord and Tenant acknowledge that principals of Landlord
     have a financial interest in Douglas Emmett Realty Advisors, Douglas Emmett
     and Company, and P.L.E. Builders.

-    Governing Law. The provisions of this _________ Amendment shall be governed
     by the laws of the State of California.

-    REAFFIRMATION. Landlord and Tenant acknowledge and agree that the Lease, as
     amended herein, constitutes the entire agreement by and between Landlord
     and Tenant, and supersedes any and all other agreements written or oral
     between the parties hereto. Furthermore, except as modified herein, all
     other covenants and provisions of the Lease shall remain unmodified and in
     full force and effect.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this document as of
the day and year written below.

LANDLORD:                              TENANT:

DOUGLAS EMMETT JOINT VENTURE,          THE KRIEGSMAN CAPITAL GROUP, LLC,
a California general partnership       a California limited liability company

By: DOUGLAS, EMMETT AND COMPANY,       By : /s/ Steven A. Kriegsman
    its agent                               ---------------------------------
                                            Signer Name: Steven A. Kriegsman,
By : /s/ Kenneth Panzer                     [X] President [ ] Vice President or
     ------------------------------         [ ] Chief Executive  Officer
     Kenneth Panzer                                  (Check Title Above)

Dated:  4/27/00                                       AND

                                       By :__________________________________

                                       Signer Name:__________________________

                                            [ ] Secretary  [ ] Treasurer or
                                            [ ] Chief Financial Officer
                                                     (Check Title Above)

                                              AFFIX CORPORATE SEAL HERE

                                       GUARANTOR :

                                       /s/ Steven A. Kriegsman
                                       ------------------------------------
                                       Mr. Steven A. Kriegsman, an Individual

                                       Dated: 4-19-2000