LEASE AGREEMENT
                                                                 ORDER NO. OL
LESSEE                CITY      STATE    COUNTY      ZIP
WESTERN BEEF, INC.    RIDGEWOOD, NY      QUEENS      11385

STREET                             NAME AND TITLE
47-05 METROPOLITAN AVE.            MR. BOB LUDLOW, CHIEF FINANCIAL OFFICER


                         TERMS AND CONDITIONS OF LEASE

1. LEASED PROPERTY: Subject to the following terms and conditions, Amplicon
Inc., ("Lessor") hereby leases to and/or grants to Lessee the right to use
certain Hardware and Software as described on the attached Lease Schedule(s)
annexed hereto and made a part hereof (hereafter "Leased Property"). Lessee
agrees to hire and take and agrees to accept the right to use that certain
Leased Property, and such other Leased Property described on supplemental
Schedule(s) that the parties from time to time may annex to this Lease.

2. TERM: This Lease, with respect to any Schedule, shall become effective upon
acceptance by Lessor and the term for any Schedule(s) shall commence on the day
that the Manufacturer/Vendor/Licensor certifies that the Leased Property has
been delivered to and is usable by Lessee ("Commencement Date"), Lessee agrees
that its remedies, should it find fault with any of the Leased Property, shall
be and are solely against the Manufacturer/Vendor/Licensor. This Lease shall
give Lessee the right to use the Hardware at the location(s) and Software on the
serial number specific Central Processing Unit ("CPU"), or replacement CPU, or
site specific location, delineated on the Schedule(s). The initial base term of
the Lease, with respect to any Schedule(s), shall be as indicated on the
respective Schedule(s) and shall be calculated from the first day of the
calendar month following the Commencement Date ("Initial Base Lease Term"). The
Initial Base Lease Term shall be extended for an additional one-year period at
the rate delineated on the respective Schedule(s) unless Lessee provides to
Lessor written notice of Lessee's election not to extend the Initial Base Lease
Term at least one hundred eighty (180) days prior to its expiration.
Notwithstanding the provisions of Section 20 below, such written notice may be
delivered to Lessor by hand or by mail and shall not be effective unless it is
actually received by Lessor at least one hundred eighty (180) days prior to
expiration of the Initial Base Lease Term. At the expiration of the Initial Base
Lease Term (or, if extended, the expiration of the extended Term), Lessee shall
do one of the following: (A) purchase all of the Leased Property for a mutually
agreeable purchase price; (B) extend the Schedule(s) for a period of one (1)
additional year at the rate delineated on the respective Schedule(s); or (C)
enter into a new lease with Lessor to lease property which replaces the Leased
Property and which has a cost greater than or equal to the original cost of the
Leased Property. With respect to options (A) and (C); Lessor and Lessee shall
each have absolute discretion regarding their agreement or lack of agreement to
the terms of either such arrangement. If the parties have not agreed to either
option (A) or option (C) by the expiration of the initial or extended Base Lease
Term, then option (B) shall prevail. At the end of the extension provided by
Option (B), this Lease shall continue subject to termination by either Lessor or
Lessee at the end of any calendar month, provided at least one hundred twenty
(120) days prior written notice of such termination is delivered to the other
party. Each Schedule shall be deemed to incorporate therein these specific terms
and conditions and shall have an independent Initial Base Lease Term and
extension period(s).

3. RENTALS: The monthly rent payable shall be the amount shown on each
Schedule(s). Lessee shall pay to Lessor the monthly rent, in advance, for each
month or any part thereof that this Lease, with respect to said Schedule(s), is
in effect. The first such payment shall be made on the first day of the calendar
month following the Commencement Date. A prorata portion of the monthly rental
charges based on a daily rental of one-thirtieth (1/30th) of the monthly rental
calculated from the Commencement Date to the end of the calendar month, shall be
due and payable at the Commencement Date. Installments of rent which are not
paid within ten (10) days of their due date shall bear interest at a
"Delinquency Rate" equal to five percent (5%) of each installment of rent. For
delinquent installments of rent which remain unpaid at the end of each month,
interest shall continue to accrue and compound at a delinquency rate equal to
five percent (5%) of the cumulative unpaid balance. All rent shall be paid at
the place of business of Lessor shown above or such other place as Lessor may
designate by written notice to Lessee. Except as otherwise provided in this
Lease, Lessee's obligation to pay rent shall be absolute and unconditional under
all circumstances, notwithstanding: (i) any setoff, counterclaim, recoupment,
defense or other right which Lessee may have against Lessor for any reason
whatsoever, (ii) any defect in the title, right to use, condition, operation,
fitness for use, damage or destruction of or to the Leased Property or any
interruptions or cessations in use or possession thereof for any reason
whatsoever, (iii) any insolvency, bankruptcy, reorganization or similar
proceedings instituted by or against Lessee. Unless otherwise delineated on the
Lease Schedule, any Deposit shall be returned to Lessee if Lessor does not
accept the transaction. Otherwise, upon acceptance by Lessor, any Deposit shall
be treated as a transaction fee to be retained by Lessor and is not to be
applied to rental or other payments due and owing under the Lease. Lessee hereby
waives, to the extent permitted by applicable law, any and all right which it
may now, or at any time hereafter, have to cancel, terminate, or surrender this
lease except in accordance with the express terms hereof.

4. ADDITIONS AND MODIFICATIONS: Without the prior consent of Lessor, which
consent shall be conditioned upon delivery of documentation of a form and
substance required by Lessor, Lessee shall make no addition, modification,
alteration, or attachment with respect to any of the Leased Property. All
additions, modifications, alterations and attachments placed upon the Leased
Property shall become part of the Leased Property and shall be the property of
Lessor. If not purchased, leased or financed by Lessor, Lessee shall, upon
written consent of Lessor and at Lessee's sole expense, have the Hardware
Manufacturer remove said items and restore the hardware to its original
condition. Software, as described on any Schedule(s); shall also include all
updates, revisions, new versions, enhancements, modifications, derivative works,
maintenance fixes, translations, adaptations, and copies of the foregoing or of
the original version of the Software, and references to the Software shall also
be interpreted as references to any portion or parts thereof. Lessor, at its
sole option, may provide financing for any Additions and Modifications to Leased
Property required by Lessee during the Lease term subject to the then prevailing
interest rates and the Lessee's credit standing. Lessee shall not move the
Leased Property from the location set forth in the Schedule(s) without Lessor's
prior written approval and then only to another location within the continental
United States and upon such terms and conditions as Lessor may then stipulate.

5. NO WARRANTIES: Lessor not being the manufacturer, developer, publisher,
distributor, or licensor of the Leased Property, MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, QUALITY, DESIGN,
CONDITION, CAPACITY, SUITABILITY, MERCHANTABILITY OR PERFORMANCE OF THE LEASED
PROPERTY OR OF THE MATERIAL OR WORKMANSHIP THEREOF, IT BEING AGREED THAT THE
LEASED PROPERTY IS LEASED "AS IS" AND THAT ALL SUCH RISKS, AS BETWEEN LESSOR AND
LESSEE ARE TO BE BORNE BY LESSEE AT ITS SOLE RISK AND EXPENSE. LESSEE REPRESENTS
THAT ALL OF THE LEASED PROPERTY ARE OF A SIZE, DESIGN, AND CAPACITY SELECTED BY
IT, AND THAT IT IS SATISFIED THAT THE SAME IS SUITABLE FOR LESSEE'S PURPOSES.
This provision shall survive termination of the respective Lease Term and of
this Lease, Lessor, at its sole option, may supply items of Leased Property,
either new or used, that meet the specification of items of Leased Property
delineated on the Schedule(s).

6. USE, OPERATION AND MAINTENANCE: Lessee, at its expense will provide a
suitable place for the installation, operation and maintenance of all Leased
Property with all such facilities fully complying with the installation and
operational specifications outlined in pertinent
Manufacturer's/Vendor's/Licensor's manuals. Lessee, without expense to Lessor,
will enter into and keep in force during the entire term of this Lease the best
standard Manufacturer's/Vendor's/Licensor's Maintenance Agreement in form and
substance approved by Lessor which will cause Manufacturer's/Vendor's/Licensor's
to make all of the necessary repairs, adjustments, and replacements in
accordance with such Agreement and entitle Lessee (through Lessor, if necessary)
to obtain enhancements, updates and changes available under the License or
Maintenance Agreement. Lessee will provide full free access to the Leased
Property for maintenance purposes. Lessee shall not do anything, or fail to do
anything, to impair the Manufacturer's/Vendor's/Licensor's warranty with respect
to any Leased Property such as (but not limited to) using a version of software,
other than the version specified by the License to be used, making unauthorized
modifications of the Leased Property, failing to follow
Manufacturer's/Vendor's/Licensor's operations or maintenance instructions, or
abusing, misusing or allowing negligent acts to be caused by Lessee or those to
whom Lessee gives access to the Leased Property. Lessee will comply with all
laws, rules, regulations or orders of any governmental agency with respect to
the Leased Property or to the use, operation, maintenance or storage thereof.

7. RISK OF LOSS: During the period the Leased Property is in transit or in the
possession of Lessee, Lessee shall assume all responsibility for loss or damage
and shall hold Lessor harmless against the same. In the event that, during the
term of the Lease or until the Leased Property shall have been returned, if any
of the Leased Property shall be confiscated, taken, requisitioned, lost, stolen,
destroyed or irreparably damaged for any cause whatsoever (such occurrences
hereinafter called "Casualty Occurrences"), Lessee shall immediately and fully
inform Lessor. In the case of Software, the erasure, inoperability or other
incapacity of the Software triggered by a preprogrammed termination or limiting
design or routine embedded in the Software shall also be deemed a "Casualty
Occurrence." Following a Casualty Occurrence, on the next succeeding rent
payment date, Lessee shall pay to Lessor, in addition to all past due rentals
and other amounts then late and outstanding, an amount equal to the Casualty
Value as determined by the attached Casualty Schedule as of the date of the
Casualty Occurrence. Upon the making of such payment by Lessee, the rental for
such Schedule(s) shall cease to accrue as of the date of such payment and the
term of the Lease as to such Schedule(s) shall terminate. Insurance proceeds
received by Lessor as the result of a Casualty Occurrence with respect to any
Schedule(s) shall be applied in reduction of Lessee's obligation to pay the
Casualty Value. The Casualty Value as of any rent payment date (or as of any
other date on which Casualty Value is payable) shall be an amount equal to that
percentage of the Purchase Price or License Fee as is set forth in the Casualty
Schedule attached hereto, opposite the number of such rent payment date or such
other date. Except as hereinabove in this paragraph provided, Lessee shall not
be released from its obligations hereunder in the event of, and shall bear the
risk of, any Casualty Occurrence to any of the Leased Property. The Purchase
Price or License Fee of any Leased Property shall be the invoice price/fee
therefor, including any applicable sales, use or other taxes then payable, and
normal delivery charges.

8. INDEMNITY AND INSURANCE: Lessor shall have no responsibility or liability to
Lessee, its successors or assigns, or to any other person, with respect to any
or all liabilities, and Lessee hereby assumes liability for, and hereby agrees,
at its own cost and expense, to indemnify, protect, defend, save and keep
harmless Lessor, its agents, employees, officers, directors, successors and
assigns, from and against, any and all liabilities, obligations, losses,
damages, injuries, claims (including without limitation, claims based upon
strict liability); demands, penalties, actions, costs and expenses, including
legal expenses, of every kind or nature arising out of the use, condition
(including but not limited to, latent and other defects, whether or not
discoverable by Lessee or Lessor), operation, ownership, selection, delivery,
leasing or return of any item of Leased Property (including without limitation,
any claim for patent, trademark or copyright infringement), regardless of where,
how and by whom operated, or any failure on the part of Lessee to perform or
comply with any conditions of this Lease or for any interruption of service,
loss of business or consequential damages. The indemnities and assumptions of
liabilities and obligations herein provided for shall continue in full force and
effect notwithstanding the expiration or other termination of this Lease.
Lessee, at its expense, shall procure and maintain in full force and effect at
all times that this Lease is in force and effect such public liability
(including, without limitation, contractual liability insurance), property
damage liability, fire with extended coverage, theft, and other insurance in
such form and amounts and with such companies as shall be satisfactory to
Lessor. Lessor shall be named as an additional insured and loss payee on all
policies which shall provide that no cancellation thereof shall be effective
without thirty (30) days prior written notice to Lessor and shall not be
invalidated as to Lessor by any act, omission, or neglect of Lessee.

THIS LEASE CAN ONLY BE MODIFIED BY WRITTEN ADDENDUM DULY SIGNED BY PERSONS
AUTHORIZED TO SIGN AGREEMENTS ON BEHALF OF LESSEE AND BY A DULY AUTHORIZED
OFFICER OF AMPLICON, INC.

LESSEE  /S/ Peter Castellana, Jr.  LESSOR
       -------------------------          --------------------------
         Authorized Signature                Authorized Signature


By execution hereof, the signer hereby certifies that he has read this Lease,
INCLUDING THE REVERSE SIDE HEREOF, and that he is duly authorized to execute
this Lease on behalf of Lessee. Until this document (or an identical couterpart
thereof) has been signed by a duly authorized officer of Amplicon, Inc. it shall
constitute an offer by Lessee to enter into this Lease Agreement on the terms
stated herein with Lessor.


                         OFFER                         ACCEPTANCE
LESSEE        WESTERN BEEF, INC.                   AMPLICON, INC.
By/Title  /s/ Peter Castellana, Jr.
Name      Peter Castellana, Jr., President
Date _____________________________           By:_____________________Date_______
<PAGE>

9. TAXES: Lessee shall pay directly, all License fees, registration fees,
assessments and taxes which may now or hereafter be imposed upon the ownership,
sale (if authorized), possession or use of the Leased Property, excepting only
those based on Lessor's income, and shall keep the Leased Property free and
clear of all levies, liens or encumbrances arising therefrom. ALL REQUIRED
PERSONAL PROPERTY TAX RETURNS RELATING TO THE LEASED PROPERTY SHALL BE FILED BY
LESSEE UNLESS OTHERWISE PROVIDED IN WRITING. Lessor shall not be responsible for
contesting any valuation or tax imposed on the Leased Property, but may do so
strictly as an accommodation to Lessee and shall not be liable or accountable to
Lessee therefor.

10. OWNERSHIP: Title to any Hardware shall at all times remain in Lessor. To the
extent that any Software License allows title to Software to pass to Licensee,
such title shall vest and remain in Lessor. To the extent that such vesting
requires a specific written conveyance, Lessee hereby conveys to Lessor any
title it has or may hereafter acquire in the Software and relinquishes any
subsequent claim of title in the Software, including any rights to purchase the
Software and/or to retain rights to use the same beyond this Lease. If any
provision of this paragraph requires for its effectiveness Licensor's prior
written consent because the License limits transfers, encumbrance, or assignment
of the Software, then Lessee shall assist Lessor, if so requested, in obtaining
such consent. Lessee will at all times protect and defend, at its own cost and
expense, the title and/or License rights of Lessor from and against all claims,
liens and legal processes and keep all Leased Property free and clear from all
such claims, liens and processes. The Leased Property is and shall remain
personal property of Lessor. Upon the expiration and termination of this Lease
with respect to a particular Schedule(s), the Lessee at its expense shall return
said items of Leased Property unencumbered to Lessor at such place within the
continental limits of the United States as Lessor shall designate.

11. EFFECTS OF TERMINATION OR EXPIRATION OF LEASE TERM: Immediately upon
expiration or termination of each and every Lease Term as defined under this
Lease, Lessee shall discontinue its use of the Leased Property. In the case of
Software, Lessee shall destroy all intangible items constituting such Software,
and shall deliver to Lessor all tangible items constituting such Software. At
Lessor's request, Lessee shall also certify in a form acceptable to Lessor that:
(i) all such tangible Software has been delivered; (ii) that all intangible
records thereof have been destroyed; (iii) that Lessee has not retained such
Software in any form; (iv) that Lessee will not use such Software after
termination; and (v) that Lessee grants Lessor the right (which shall survive
termination) to inspect all of Lessee's locations to insure compliance with the
provisions of this paragraph. TERMINATION OF ANY LEASE TERM (FOR WHATEVER CAUSE)
SHALL NOT ABSOLVE USER FROM PAYMENT OF ACCRUED PERIODIC PAYMENTS OR FROM
COMPLIANCE WITH THE USE AND DISCLOSURE RESTRICTIONS OF THIS LEASE, OR FROM ITS
OBLIGATIONS TO INDEMNIFY LESSOR. All representations and warranties contained in
this Lease, or in any document or certificate delivered pursuant hereto or in
connection herewith, shall survive the expiration or other termination of the
respective Lease Term and of this Lease.

12. PERFORMANCE OF LESSEE'S OBLIGATIONS BY LESSOR: If Lessee fails to perform
any of its obligations under this Lease, Lessor may, at its option, perform the
same for the account of Lessee without thereby waiving Lessee's default, and any
amount paid, expense (including reasonable attorney's fees), penalty or other
liability incurred by Lessor in such performance shall be payable by Lessee to
Lessor upon demand, with interest thereon at the delinquency rate set forth in
Paragraph 3, above.

13. RIGHT OF INSPECTION: In addition to its rights of entry and inspection
stated elsewhere in this Lease, Lessor may from time to time during reasonable
business hours enter upon any premises where any of the Leased Property may be
located for the purpose of confirming the existence, condition, and proper
maintenance of the Leased Property.

14. DEFAULT: An Event of Default shall occur if: (a) Lessee fails to pay within
ten (10) days after the due date, any installment of rent; (b) Lessee fails to
perform or observe any covenant, condition, or obligation to be performed or
observed by it under this Lease, and such failure continues uncured for fifteen
(15) days after written notice thereof to Lessee by Lessor; (c) Lessee ceases
doing business as a going concern, makes an assignment for the benefit of
creditors, admits in writing its insolvency, files a voluntary petition in
bankruptcy, is adjudicated bankrupt or insolvent, files a petition seeking for
itself any reorganization, liquidation, dissolution, or similar arrangement
under any present or future statute, law, regulation, or files an answer
admitting the material allegations of a petition filed against it in any such
proceeding, consents to or acquiesces in the appointment of a trustee, receiver,
or liquidator of it or of all or a substantial part of its assets, or if its
principals take any action looking to its dissolution or liquidation; (d) within
sixty (60) days after the commencement of proceedings against Lessee seeking
reorganization, liquidation, dissolution, or similar relief under any present or
future statute, law or regulation, such proceeding shall not have been
dismissed, or if within sixty (60) days after the appointment without Lessee's
consent or acquiescence of any trustee, receiver, or liquidator of it or of all
or any substantial part of its assets, such appointment shall not be vacated, or
(e) Lessee attempts to remove, transfer, sell, sublicense, encumber, part with
possession, or sublet the Leased Property; or (f) Lessee attempts to assign or
transfer this Lease or its interest hereunder without Lessor's express prior
written consent, or Lessee's credit worthiness materially deteriorates as judged
solely in Lessor, whether through sale, assignment, buyout, bankruptcy or change
of ownership of any type, form or manner, or undergoes a Change-in-Control. A
Change-in-Control shall be deemed an assignment for purposes of this section. A
Change-in-Control means a transaction or a series of related transactions which,
after giving effect thereto, causes the holders of ownership interests in the
Lessee prior to such transaction or transactions to beneficially own less than
75% of Lessee after such transaction or transactions have been consummated.

15. REMEDIES: If an event of default shall occur, Lessor may exercise at its
sole option, but not specifically limited thereto, any one or more of the
following remedies: (a) terminate this Lease and Lessee's rights hereunder, (b)
proceed, by appropriate court action to enforce performance by Lessee of the
applicable covenants of this Lease or to recover damages for the breach thereof,
(c) by notice in writing to Lessee, recover all amounts due on or before the
date Lessor declared this Lease to be in default, plus as liquidated damages for
loss of a bargain and not as a penalty, accelerate, and declare to be
immediately due and payable, all rentals and other sums payable hereunder,
without any presentment, demand, protest or further notice (all of which hereby
are expressly waived by Lessee), whereupon the same shall be and become
immediately due and payable, and (d) personally, or by its agents, take
immediate possession of the Leased Property, or any part thereof, from Lessee
and for such purpose, enter upon Lessor's premises where any of the Leased
Property is located with or without notice or process of law and free from all
claims by Lessee. In the case of Software, it is acknowledged and agreed that
the unauthorized use, disclosure, or transfer of the Software could cause Lessor
incalculable, irreparable, and serious harm. Therefore, if Lessee is found to be
using (in whatever manner) any portion of the Software, after the applicable
Lease Term, or after an event of default hereunder, or if Licensor terminates a
License or Lessee's right to use the Software thereunder for an alleged breach
of the License's use, disclosure, or transfer restrictions, then liquidated
damages shall be payable immediately to Lessor in an amount three (3) times the
license fee(s) paid to the Licensor with respect to the Software being used. The
exercise of any of the foregoing remedies by Lessor shall not constitute a
termination of this Lease unless Lessor so notifies Lessee in writing. In the
event Lessor repossesses the Hardware, Lessor may lease the Hardware or sell the
Hardware, in such manner, and at such times and upon such terms as Lessee may
determine. In the event that Lessor leases the Hardware, any rentals received by
Lessor for the remaining lease term (as defined in this Lease) shall be applied
to the payment of: (i) all costs and expenses (including reasonable attorney's
fees) incurred by Lessor, and (ii) the rentals for the remainder of the term and
all other sums then remaining unpaid under the Lease. The remaining balance of
such rentals, if any, shall be applied to reimburse Lessee for any sums
previously paid by Lessee as liquidated damages. All rentals received by Lessor
for the period commencing after the remaining Lease Term shall be retained by
Lessor. Lessee shall remain liable to Lessor to the extent that the aggregate
amount of the sums referred to in clauses (i) and (ii) above shall exceed the
aggregate rentals received by Lessor under such leases for the respective
remaining lease term applicable to the Hardware are covered by such leases. In
the event that Lessor shall sell the Hardware, the proceeds thereof shall be
applied to the sum of (i) all costs and expenses (including reasonable
attorney's fees) incurred by Lessor in disposing of such Hardware, (ii) the
rentals accrued under this Lease, but unpaid up to the time of such disposition,
(iii) any and all other sums (other than rentals) then owing to Lessor by Lessee
hereunder, and (iv) the Casualty Value of such Hardware determined as of the
date of such disposition in accordance with the Casualty Schedule, attached
hereto. The remaining balance of such proceeds, if any, shall be applied first
to reimburse Lessee for any sums previously paid by Lessee as liquidated
damages, and any remaining amounts shall be retained by Lessor. Lessee shall
remain liable to Lessor to the extent that the aggregate amount of the sums
referred to in clauses (i) through (iv) above shall exceed the aggregate
proceeds received by Lessor in connection with the disposition of the Leased
Property. Lessor's remedies, as discussed in this Lease shall not be deemed
exclusive. Waiver of any defaults or breach of this Lease shall not be construed
as a waiver of subsequent or continuing defaults or breaches.

16. QUIET ENJOYMENT: The Lessor covenants that if, and so long as the Lessee
keeps and performs each and every covenant, condition and agreement to be
performed or observed by it hereunder, the Lessee shall quietly enjoy the Leased
Property hereunder without hindrance or molestation by the Lessor or any other
person lawfully claiming the same.

17. ATTORNEY'S FEES AND VENUE OF LITIGATION: If any party to this Lease brings
any action to enforce any of the terms of this Lease or to recover for a breach
of this Lease, then the prevailing party shall be entitled to recover all
attorneys' fees and costs of suit from the other party. The Lessee agrees that
all litigation arising out of this Lease or any breach thereof shall be filed
and conducted in the California Superior Court for the County of Orange, unless
the Lessor or its Assignee selects an alternative venue of litigation.

18. TRANSPORTATION; INSTALLATION/DEINSTALLATION: All transportation, rigging and
drayage charges on delivery or redelivery of the Leased Property to and from
Lessee shall be paid by Lessee. All installation and deinstallation charges
including packing materials and any fees and charges for maintenance
certification or recertification by the Manufacturer/Vendor/Licensor shall be
paid by Lessee.

19. FURTHER ASSURANCES; OFFER AND ACCEPTANCE; LESSEE'S FINANCIAL INFORMATION:
Lessee's signing of this document shall constitute an offer to Lessor to enter
into the Lease. In consideration of Lessor's time and effort in reviewing and
acting on the offer, Lessee agrees that its offer shall be irrevocable for a
period of twenty (20) business days after the date it is submitted to Lessor.
Lessor's signing of this Lease shall constitute acceptance of Lessee's offer to
enter into the Lease. Upon acceptance by Lessor, Lessee shall execute and
deliver such instruments and assurances as Lessor deems necessary or desirable
for confirmation, assignment and assurance of performance by Lessee of its
obligation hereunder or for perfection of this Lease, including but not limited
to the filing of this Lease or the filing of Uniform Commercial Code Financing
Statements (which Lessee agrees may be executed by Lessor on Lessee's behalf).
Lessee further authorizes Lessor to insert in each Lease Schedule and in other
appropriate documentation the serial number(s) and other identifying data of the
Leased Property, and to insert applicable lease dates and assignment dates as
necessary to complete such supplemental documentation. Lessee shall also provide
Lessor with all credit information reasonably requested by Lessor, including but
not limited to comparative audited financial statements for the most current
year and interim reporting period. Lessee's failure to provide such information
to Lessor shall be an event of default under Section 14 of this Lease. Lessor
shall have the right at its sole discretion for any purpose whatsoever for a
reasonable period of time as solely determined by Lessor, after such financial
information has been submitted to Lessor, to terminate this Lease by giving
written notice of such termination to Lessee. In the event of such termination,
all obligations of Lessor set forth herein shall be cancelled; otherwise Lessor
shall confirm its acceptance in writing to Lessee.

20. NOTICES: Unless otherwise specifically provided herein, all notices to
Lessor shall be delivered in person to an officer of the Lessor, or shall be
sent certified mail return receipt requested to Lessor, at its address shown
above or at any later address last known to the sender; all notices to Lessee
shall be in writing, and shall be delivered by mail [Illegible] or at any later
address last known to the sender.

21. AGREMENTS: This is the complete agreement by and between the parties hereto.
NO ORAL OR WRITTEN AGREEMENT GUARANTY, PROMISE, CONDITION, REPRESENTATION, OR
WARRANTY SHALL BE BINDING UNLESS MADE A PART OF THIS LEASE BY DULY EXECUTED
ADDENDUM. All agreements, representations, and warranties contained in this
Lease, or in any document or certificate delivered pursuant hereto or in
connection herewith, shall survive the expiration or other termination of this
Lease. Any provision of this Lease which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, Lessee hereby waives any provision of law which
renders any provision hereof prohibited or unenforceable in any respect. THIS
LEASE SHALL BE CONSTRUED IN ACCORDANCE WITH AND SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF CALIFORNIA. Time is of the essence of this Lease.

22. ASSIGNMENT: WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT
ASSIGN THIS LEASE OR ITS INTEREST HEREUNDER IN ANY FORM OR MANNER INCLUDING, BUT
NOT LIMITED TO, AN ASSIGNMENT DUE TO A SALE, MERGER, LIQUIDATION, SUB-LEASE,
LEVERAGED BUYOUT, CHANGE OF OWNERSHIP OR CHANGE-IN-CONTROL. THE LESSOR MAY SELL
AND ASSIGN ITS RIGHT, TITLE, INTEREST, OR ANY OTHER RIGHTS IT MAY HAVE AS AN
OWNER AND LESSOR OF THE LEASED PROPERTY TO AN ASSIGNEE ("ASSIGNEE"). LESSEE
HEREBY CONSENTS TO SUCH ASSIGNMENT AND FURTHER AGREES AS FOLLOWS: (1) THAT
ASSIGNEE DOES NOT ASSUME ANY OF THE OBLIGATIONS OF LESSOR HEREUNDER; (2) TO PAY
ALL MONIES UNDER THE LEASE DIRECTLY TO ASSIGNEE UNCONDITIONALLY WITHOUT OFFSET
AND LESSEE FURTHER AGREES THAT SUCH MONIES SHALL BE PAYABLE NOTWITHSTANDING ANY
DEFENSE OR COUNTERCLAIM WHATSOEVER, WHETHER BY REASON OF BREACH OF THE LEASE,
THE EXERCISE OF ANY RIGHT HEREUNDER, OR OTHERWISE, WHICH IT MAY OR MIGHT NOW OR
HEREAFTER HAVE AS AGAINST THE LESSOR (THE LESSEE RESERVING ITS RIGHT TO HAVE
RECOURSE DIRECTLY AGAINST LESSOR ON ACCOUNT OF ANY SUCH DEFENSE OR
COUNTERCLAIM); AND (3) THAT SUBJECT TO AND WITHOUT IMPAIRMENT OF THE LESSEE'S
LEASEHOLD RIGHTS IN AND TO THE LEASED PROPERTY COVERED HEREUNDER, LESSEE SHALL
HOLD SAID LEASED PROPERTY AND THE POSSESSION THEREOF FOR THE ASSIGNEE TO THE
EXTENT OF THE ASSIGNEE'S RIGHTS THEREIN.