AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

            STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- NET

1.   BASIC  PROVISIONS  ("BASIC  PROVISIONS").

     1.1  PARTIES:  This  Lease  ("Lease"),  dated  for reference purposes only,
November  15,  2002, is made by and between Jeffery R. Bennett, General Partner,
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Corona  Service  Park  ("LESSOR") and Advanced Fuel Filtration Systems, Inc. and
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Gale  Trucking  ("LESSEE"),  (collectively  the  "Parties,"  or  individually  a
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"PARTY").

     1.2  PREMISES:  That  certain  real  property,  including  all improvements
therein  or to be provided by Lessor under the terms of this Lease, and commonly
known  as  1451  B.  Magnolia  Ave., Corona, located in the County of Riverside,
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State  of California, and generally described as (describe briefly the nature of
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the  property  and,  if  applicable,  the  "Project", if the property is located
within  a  Project)  approximately  3  acres of partially paved land fronting on
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Magnolia  Ave  and including approximately 3500 square feet of office space, see
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site  plan  attached  Exhibit  "    ("PREMISES").  (See  also  Paragraph  2)
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     1.3  TERM:  1  years and 7 months ("ORIGINAL TERM") commencing November 15,
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2002  ("COMMENCEMENT  DATE")  and  ending  _____ ("EXPIRATION DATE").  (See also
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Paragraph  1)

     1.4  EARLY  POSSESSION:  ____________________  ("EARLY  POSSESSION  DATE")
See  also  Paragraphs  3.2  and  3.3)

     1.5  BASE  RENT:  $7,000  (see  addendum attached) per month ("Base Rent"),
payable  on  the 15th day of each month commencing  November 15, 2002. (See also
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Paragraph 4) $7,000.00 for the first 12 months & $7,500.00 for the last 7 months

[_]  if  this  box  is  checked, there are provisions in this Lease for the Base
Rent  to  be  adjusted.       7 months

     1.6  BASE  RENT  PAID UPON EXECUTION: $7,000.00 to include  property  taxes
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Base  Rent  for  the  period __________________________________________________.

     1.7  SECURITY  DEPOSIT: $7,000.00 ("SECURITY DEPOSIT"). (See also Paragraph
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5)

     1.8   AGREED USE: $1,500.00 for storage of trucks for the period of October
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29 through  November  14,  2002  (See  also  Paragraph  6)
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     1.9  INSURING PARTY: Lessor is the "Insuring Party" unless otherwise stated
herein.  (See  also  Paragraph  8)

     1.10  REAL  ESTATE  BROKERS:  (See  also  Paragraph  15)

          (a)  REPRESENTATION:  The following real estate brokers (collectively,
the  "BROKERS")  and  brokerage  relationships  exist  in this transaction check
applicable  boxes):

[_]  _________________________________________________________represents  Lessor
exclusively  ("Lessor's  Broker");
[_]_______________________________________________represents  Lessee exclusively
("Lessee's  Broker");  or
[_]________________________________represents  both  Lessor  and  Lessee  ("Dual
Agency").

          (b)  PAYMENT  TO BROKERS: Upon execution and delivery of this Lease by
both Parties, Lessor shall pay to the Broker the fee agreed to in their separate
written  agreement (or if there is no such agreement, the sum of ----------% (as
per  separate  agreement)  of  the  total  Base  Rent for the brokerage services
rendered  by  said  Broker).

     1.11  GUARANTOR.  The  obligations of the Lessee under this Lease are to be
guaranteed by____________________________("Guarantor").  (See also Paragraph 37)

     1.12  ADDENDA  AND  EXHIBITS.  Attached  hereto  is  an Addendum or Addenda
consisting  of  Paragraphs  50  through  51  and Exhibits Exhibit A to show soil
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contamination,  all  of  which  constitute  a  part  of  this  Lease.
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     PREMISES.

     2.1  LETTING. Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor,  the  Premises,  for the term, at the rental, and upon all of the terms,
covenants  and  conditions  set  forth  in this Lease. Unless otherwise provided
herein,  any  statement  of  size set forth in this Lease, or that may have been
used  in  calculating  rental,  is  an  approximation which the Parties agree is
reasonable  and  the  rental based thereon is not subject to revision whether or
not  the  actual  size  is  more  or  less.

     2.2  CONDITION.  Lessor  shall  deliver  the Premises to Lessee broom clean
and  free  of  debris  on  the  Commencement  Date or the Early possession Date,
whichever  first  occurs  ("Start  Date"),  and, so long as the required service
contracts  described  in  Paragraph  7.1(b)  below are obtained by Lessee within
thirty  (30)  days  following  the  Start  Date,  warrants  that  the  existing
electrical,  plumbing,  fire  sprinkler,  lighting, heating, ventilating and air
conditioning  systems  ("HVAC"),  loading  doors,  if  any,  and  all other such
elements  in  the  Premises, other than those constructed by Lessee, shall be in
good  operating  condition  on said date and that the structural elements of the
roof,  bearing  walls  and  foundation  of  any  buildings  on the Premises (the
"Building")  shall  be  free  of material defects. If a non-compliance with said
warranty  exists as of the Start Date, Lessor shall, as Lessor's sole obligation
with  respect  to  such  matter,  except  as  otherwise  provided in this Lease,
promptly  after  receipt  of  written  notice  from  Lessee  setting  forth with
specificity  the  nature  and  extent  of  such  non-compliance, rectify same at
Lessor's  expense. If, after the Start Date, Lessee does not give Lessor written
notice  of  any non-compliance with this warranty within: (i) one year as to the
surface  of  the  roof  and the structural portions of the roof, foundations and
bearing  waits, (ii) six (6) months as to the HVAC systems, (i) thirty (30) days
as  to  the  remaining systems and other elements of the Building, correction of
such  non-compliance shall be the obligation of Lessee at Lessee's sole cost and
expense.

     2.3  COMPLIANCE.  Lessor  warrants  that  the  improvements on the Premises
comply  with  all applicable laws, covenants or restrictions of record, building
codes,  regulations  and ordinances ("Applicable Requirements") in effect on the
Start Date, Said warranty does not apply to the use to which Lessee will put the
Premises or to any Alterations or Utility Installations (as defined in Paragraph
7.3(a))  made  or  to  be  made  by  Lessee.  NOTE:  Lessee  is  responsible for
determining  whether or not the zoning Is appropriate for Lessee's intended use,
and acknowledges that past uses of the Premises may no longer be allowed, if the
Premises  do  not  comply  with said warranty, Lessor shall, except as otherwise
provided,  promptly  after  receipt  of written notice from Lessee setting forth
with  specificity the nature and extent of such non-compliance, rectify the same
at  Lessor's  expense.  If  Lessee  does  not  give  Lessor  written notice of a
non-compliance  with  this  warranty  within  six (6) months following the Start
Date,  correction  of  that  non-compliance shall be the obligation of Lessee at
Lessee's  sole  cost  and  expense, if the Applicable Requirements are hereafter
changed  (as opposed to being in existence at the Start Date, which is addressed
in  Paragraph  6.2(e)  below) so as to require during the term of this Lease the
construction of an addition to or an alteration of the Building, the remediation
of  any Hazardous Substance, or the reinforcement or other physical modification
of  the  Building  ("Capital  Expenditure"),  Lessor  and  Lessee


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shall  allocate  the  cost  of  such  work  as  follows:

          (a)  Subject  to  Paragraph 2.3(c) below, if such Capital Expenditures
are  required  as  a  result  of  the specific and unique use of the Premises by
Lessee  as  compared  with  uses  by  tenants  in general, Lessee shall be fully
responsible  for  the  cost  thereof,  provided,  however  that  if such Capital
Expenditure is required during the last two (2) years of this Lease and the cost
thereof  exceeds  six  (6)  months' Base Rent, Lessee may instead terminate this
Lease  unless  Lessor  notifies  Lessee,  in writing, within ten (10) days after
receipt  of  Lessee's  termination  notice  that  Lessor  has elected to pay the
difference  between  the  actual  cost  thereof  and the amount equal to six (6)
months'  Base Rent. If Lessee elects termination, Lessee shall immediately cease
the  use  of the Premises which requires such Capital Expenditure and deliver to
Lessor  written  notice  specifying a termination date at least ninety (90) days
thereafter.  Such  termination  date shall, however, in no event be earlier than
the  last  day that Lessee could legally utilize the Premises without commencing
such  Capital  Expenditure.

          (b)  If such Capital Expenditure is not the result of the specific and
unique  use  of the Premises by Lessee (such as, governmentally mandated seismic
modifications),  then Lessor and Lessee shall allocate the obligation to pay for
such  costs  pursuant  to  the provisions of Paragraph 7.1(c) provided, however,
that  if  such Capital Expenditure is required during the last two years of this
Lease  or if Lessor reasonably determines that it is no economically feasible to
pay its share thereof, Lessor shall have the option to terminate this Lease upon
ninety  (90) days prior written notice to Lessee unless: Lessee notifies Lessor,
in  writing,  within  ten (10) days after receipt of Lessor's termination notice
that  Lessee  will pay for such Capital Expenditure. If Lessor does not elect to
terminate, and fails to tender its share of any such Capital Expenditure, Lessee
may  advance  such funds and deduct same, with Interest from Rent until Lessor's
share  of  such  costs  have  been  fully  paid.  If Lessee is unable to finance
Lessor's  share, or if the balance of the Rent due and payable for the remainder
of  this  Lease  is not sufficient to fully reimburse Lessee on an offset basis,
Lessee  shall  have  the  right  to  terminate  this Lease upon thirty (30) days
written  notice  to  Lessor.

          (c)  Notwithstanding  the  above,  the  provisions  concerning Capital
Expenditures  are  intended  to apply only to non-voluntary, unexpected, and new
Applicable  Requirements.   If the Capital Expenditures are instead triggered by
Lessee  as  a result of an actual or proposed change in use, change in intensity
of use, or modification to the Premises then, and in that event, Lessee shall be
fully  responsible  for the cost thereof, and Lessee shall not have any right to
terminate  this  Lease.

     2.4  ACKNOWLEDGEMENTS.  Lessee acknowledges that:   (a) it has been advised
by  Lessor and/or Brokers to satisfy itself with respect to the condition of the
Premises  (including  but not limited to the electrical, HVAC and fire sprinkler
systems,  security,  environmental  aspects,  and  compliance  with  Applicable
Requirements),  and  their suitability for Lessee's intended use; (b) Lessee has
made such investigation as it deems necessary with reference to such matters and
assumes  all  responsibility therefor as the same relate to its occupancy of the
Premises;  and  (c) neither Lessor, Lessor's agents, nor any Broker has made any
oral of written representations or warranties with respect to said matters other
than  as  set  forth in this Lease.   In addition, Lessor acknowledges that: (a)
Broker  has  made no representations, promises or warranties concerning Lessee's
ability  to honor the Lease or suitability to occupy the Premises; and (b) it is
Lessor's  sole  responsibility  to  investigate  the financial capability and/or
suitability  of  all  proposed  tenants.

     2.5  LESSEE  AS  PRIOR  OWNER/OCCUPANT.  The  warranties  made by Lessor in
Paragraph  2  shall  be  of no force or effect if immediately prior to the Start
Date  Lessee  was  the  owner or occupant of the Premises. In such event, Lessee
shall  be  responsible  for  any  necessary  corrective  work.

3.   TERM.

     3.1  TERM.  The  Commencement  Date,  Expiration  Date and Original Term of
this  Lease  are  as  specified  in  Paragraph  1.3.

     3.2  EARLY POSSESSION. If Lessee totally or partially occupies the Premises
prior  to the Commencement Date, the obligation to pay Base Rent shall be abated
for  the  period  of  such  early  possession.  All  other  terms  of this Lease
(including,  but  not limited to, the obligations to pay Real Property Taxes and
insurance  premiums  and  to maintain the Premises) shall, however, be in effect
during  such  period.  Any  such early possession shad not affect the Expiration
Date.

     3.3  DELAY  IN  POSSESSION.  Lessor  agrees  to  use  its best commercially
reasonable  efforts  to  deliver  possession  of  the  Premises to Lessee by the
Commencement  Date,  if,  despite  said  efforts,  Lessor  is  unable to deliver
possession as agreed, Lessor shall not be subject to any liability therefor, nor
shall such failure affect the validity of this Lease. Lessee shall not, however,
be  obligated  to  pay  Rent  or perform its other obligations until it receives
possession  of  the  Premises,  if possession is not delivered within sixty (60)
days  after  the  Commencement  Data,  Lessee  may,  at its option, by notice in
writing within ten (10) days after the end of such sixty (60) day period, cancel
this  Lease, in which event the Parties shall be discharged from all obligations
hereunder.   If  such  written  notice is not received by Lessor within said ten
(10) day period, Lessee's right to cancel shall terminate.   Except as otherwise
provided,  if  possession is not tendered to Lessee by the Start Date and Lessee
does  not  terminate this Lease, as aforesaid, any period of rent abatement that
Lessee  would  otherwise  have  enjoyed  shall  run from the date of delivery of
possession  and  continue for a period equal to what Lessee would otherwise have
enjoyed  under  the terms hereof, but minus any days of delay caused by the acts
or  omissions of Lessee.   If possession of the Premises is not delivered within
four  (4)  months after the Commencement Date, this Lease shall terminate unless
other agreements are reached between Lessor and Lessee, in writing.

     3.4  LESSEE  COMPLIANCE.  Lessor shall not be required to tender possession
of  the  Premises to Lessee until Lessee complies with its obligation to provide
evidence  of  insurance  (Paragraph  8.5).   Pending  delivery of such evidence,
Lessee shall be required to perform all of its obligations under this Lease from
and  after  the  Start  Date,  including  the  payment  of Rent, notwithstanding
Lessor's  election  to  withhold  possession pending receipt of such evidence of
insurance.  Further, if Lessee is required to perform any other conditions prior
to  or concurrent with the Start Date, the Start Date shall occur but Lessor may
elect  to  withhold  possession  until  such  conditions  are  satisfied.

4.   RENT.

     4.1  RENT  DEFINED.  All monetary obligations of Lessee to Lessor under the
terms  of  this  Lease  (except  for the Security Deposit) are deemed to be rent
("Rent").

     4.2  PAYMENT.  Lessee  shall cause payment of Rent to be received by Lessor
in  lawful  money  of  the United States, without offset or deduction (except as
specifically  permitted in this Lease), on or before the day on which it is due.
Rent  for  any period during the term hereof which is for less than one (1) full
calendar  month  shall  be prorated based upon the actual number of days of said
month.  Payment  of Rent shall be made to Lessor at its address stated herein or
to  such  other  persons  or  place as Lessor may from time to time designate in
writing.  Acceptance  of  a payment which is less than the amount then due shall
not  be  a  waiver of Lessor's rights to the balance of such Rent, regardless of
Lessor's  endorsement  of  any  check  so  stating.

5.   SECURITY  DEPOSIT.  Lessee  shall deposit with Lessor upon execution hereof
the  Security  Deposit  as  security  for  Lessee's  faithful performance of its
obligations  under  this  Lease,  if  Lessee  fails  to  pay  Rent, or otherwise
Defaults under this Lease, Lessor may use, apply or retain all or any portion of
said  Security  Deposit for the payment of any amount due Lessor or to reimburse
or compensate Lessor for any liability, expense, loss or damage which Lessor may
suffer or incur by reason thereof.  If Lessor uses or applies all or any portion
of  said  Security  Deposit,  Lessee shall within ten (10) days after written
request  therefor deposit monies with Lessor sufficient to restore said Security
Deposit  to  the full amount required by this Lease.  If the Base Rent increases
during  the  term of this Lease, Lessee shall, upon written request from Lessor,
deposit  additional  monies with Lessor so that the total amount of the Security
Deposit  shall  at all times bear the same proportion to the increased Base Rent
as the initial Security Deposit bore to the initial Base Rent. Should the Agreed
Use  be amended to accommodate a material change in the business of Lessee or to
accommodate a sublessee or assignee, Lessor shall have the right to increase the
Security  Deposit  to  the extent necessary, in Lessor's reasonable judgment, to
account for any increased wear and tear that the Premises may suffer as a result
thereof. If a change in control of Lessee occurs during this Lease and following
such  change  the  financial  condition  of  Lessee  is,  in Lessor's reasonable
judgment,  significantly  reduced,  Lessee  shall deposit such additional monies
with  Lessor  as  shall  be  sufficient to cause the Security Deposit to be at a
commercially  reasonable  level  based  on  said  change in financial condition.
Lessor  shall  not  be  required  to keep the Security Deposit separate from its
general accounts.  Within fourteen (14) days after the expiration or termination
of  this  Lease,  if  Lessor elects to apply the Security Deposit only to unpaid
Rent,  and  otherwise  within  thirty.  (30)  days  after the Premises have been
vacated  pursuant to Paragraph 7.4(c) below, Lessor shall return that portion of
the  Security  Deposit  not  used  or applied by Lessor. No part of the Security
Deposit  shall  be  considered  to  be  held in trust, to bear interest or to be
prepayment  for  any  monies  to  be  paid  by  Lessee  under  this  Lease.

6.   USE.

     6.1  USE. Lessee shall use and occupy the Premises only for the Agreed Use,
or  any other legal use which is reasonably comparable thereto, and for no other
purpose,  Lessee  shall  not  use  or permit the use of the Premises in a manner
that  is  unlawful,  creates damage, waste or a nuisance or that disturbs owners
and/or  occupants  of,  or causes damage to neighboring properties. Lessor shall
not  unreasonably  withhold  or  delay  its consent to any written request for a
modification  of  the  Agreed  Use,  so  long  as  the  same will not impair the
structural  integrity  of  the improvements on the Premises or the mechanical or
electrical  systems  therein,  is  not  significantly  more  burdensome  to  the
Premises.  If  Lessor  elects  to withhold consent, Lessor shall within five (5)
business days after such request give written notification of same, which notice
shall include an explanation of Lessor's objections to the change in use.

     6.2  HAZARDOUS  SUBSTANCES.


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          (a)  REPORTABLE  USES  REQUIRE CONSENT. The term "HAZARDOUS SUBSTANCE"
as  used  in  this  Lease  shall  mean  any  product,  substance, or waste whose
presence,  use,  manufacture,  disposal,  transportation,  or release, either by
itself or in combination with other materials expected to be on the Premises, is
either:  (i)  potentially injurious to the public health, safety or welfare, the
environment  or  the  Premises,  (ii)  regulated or monitored by an governmental
authority,  or  (iii)  a  basis  for  potential  liability  of  Lessor  to  any
governmental  agency  or  third  party under any applicable statute or common la
theory. Hazardous Substances shall include, but not be limited to, hydrocarbons,
petroleum,  gasoline, and/or crude oil or any products, by-products or fractions
thereof.  Lessee  shall  not  engage in any activity in or on the Premises which
constitutes  a  Reportable Use of Hazardous Substances without the express prior
written  consent  of Lessor and timely compliance (at Lessee's expense) with all
Applicable Requirements. "REPORTABLE USE" shall mean (i) the installation or use
of  any  above  or  below  ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires
a  permit  from,  or  with  respect  to  which a report, notice, registration or
business  plan  is  required to be filed with, any government; authority, and/or
(iii)  the  presence  at  the  Premises of a Hazardous Substance with respect to
which  any  Applicable  Requirements  requires that a notice be given to persons
entering  or  occupying  the Premises or neighboring properties. Notwithstanding
the  foregoing,  Lessee  may  use any ordinary and customer materials reasonably
required  to be used in the normal course of the Agreed Use, so long as such use
is  in compliance with all Applicable Requirements, is not a Reportable Use, and
does  not  expose the Premises or neighboring property to any meaningful risk of
contamination  or damage or expose Lessor to an liability therefor. In addition,
Lessor  may  condition  its  consent  to  any Reportable Use upon receiving such
additional  assurances  as  Lessor reasonably deems necessary to protect itself,
the  public,  the Premises and/or the environment against damage, contamination,
injury  and/or  liability,  including,  but not limited to the installation (and
removal  on  or  before  Lease  expiration  or  termination)  of  protective
modifications  (such  as  concrete  encasements)  and/or increasing the Security
Deposit.

          (b)  DUTY  TO INFORM LESSOR.  If Lessee knows, or has reasonable cause
to  believe,  that a Hazardous Substance has come to be located in, on, under or
about  the  Premises,  other  than  as previously consented to by Lessor, Lessee
shall  immediately give written notice of such fact to Lessor, am provide Lessor
with  a  copy  of  any report, notice, claim or other documentation which it has
concerning  the  presence  of  such  Hazardous  Substance.

          (c)  LESSEE  REMEDIATION.  Lessee  shall  not  cause  or  permit  any
Hazardous  Substance  to  be  spilled  or  released  in, on, under, or about the
Premises  (including  through  the  plumbing or sanitary sewer system) and shall
promptly,  at  Lessee's  expense,  take all investigatory and/or remedial action
reasonably  recommended,  whether  or  not formally ordered or required, for the
cleanup  of  any  contamination  of,  and  for  the maintenance, security and/or
monitoring  of  the  Premises  or  neighboring  properties,  that  was caused or
materially contributed to by Lessee, or pertaining to or involving any Hazardous
Substance  brought  onto  the  Premises during the term of this Lease, by or for
Lessee,  or  any  third  party.

          (d)  LESSEE  INDEMNIFICATION.  Lessee shall indemnify, defend and hold
Lessor,  its agents, employees, lenders and ground lessor, if any, harmless from
and  against  any  and all loss of rents and/or damages, liabilities, judgments,
claims, expenses, penalties, and attorneys' and consultants' fees arising out of
or involving any Hazardous Substance brought onto the Premises by or for Lessee,
or any third party (provided, however, that Lessee shall have no liability under
this  Lease  with  respect  to  underground migration of any Hazardous Substance
under  the  Premises  from  adjacent  properties).  Lessee's  obligations  shall
include,  but  not  be limited to, the effects of any contamination or injury to
person,  property or the environment created or suffered by Lessee, and the cost
of  investigation, removal, remediation, restoration and/or abatement, and shall
survive  the  expiration  or  termination  of  this  Lease.   No  termination,
cancellation  or  release  agreement  entered  into  by  Lessor and Lessee shall
release  Lessee  from its obligations under this Lease with respect to Hazardous
Substances,  unless  specifically  so agreed by Lessor in writing at the time of
such  agreement.

          (e)  LESSOR  INDEMNIFICATION.  Lessor  and  Its successors and assigns
shall  indemnify,  defend, reimburse and hold Lessee, its employees and lenders,
harmless  from and against any and all environmental damages, including the cost
of  remediation,  which  existed  as  a  result  of  Hazardous Substances on the
Premises  prior to the Start Date or which are caused by the gross negligence or
willful  misconduct of Lessor, its agents or employees. Lessor's obligations, as
and  when  required  by  the  Applicable Requirements, shall include, but not be
limited  to, the cost of investigation, removal, remediation, restoration and/or
abatement, and shall survive the expiration or termination of this Lease.

          (f)  INVESTIGATIONS  AND  REMEDIATIONS.  Lessor  shall  retain  the
responsibility  and  pay for any investigations or remediation measures required
by  governmental  entities  having jurisdiction with respect to the existence of
Hazardous  Substances  on  the  Premises  prior  to  the Start Date, unless such
remediation  measure  is  required  as  a  result  of  Lessee's  use  (including
"Alterations",  as  defined in Paragraph 7.3(a) below) of the Premises, in which
event  Lessee  shall  be  responsible  for such payment.  Lessee shall cooperate
fully in any such activities at the request of Lessor, including allowing Lessor
and  Lessor's  agents  to  have  reasonable access to the Premises at reasonable
times  in  order  to  carry  out  Lessor's  investigative  and  remedial
responsibilities,

          (g)  LESSOR  TERMINATION  OPTION.   If a Hazardous Substance Condition
occurs  during  The  term  of  this  Lease, unless Lessee is legally responsible
therefor  (in  which  case  Lessee  shall make the investigation and remediation
thereof required by the Applicable Requirements and this Lease shall continue in
full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and
Paragraph  13),  Lessor  may,  at  Lessor's  option,  either (i) investigate and
remediate such Hazardous Substance Condition, if required, as soon as reasonably
possible  at  Lessor's expense, in which event this Lease shall continue in full
force  and  effect,  or  (ii)  if the estimated cost to remediate such condition
exceeds  twelve  (12) times the !hen monthly Base Rent or $100,000, whichever is
greater, give written notice to Lessee, within thirty (30) days after receipt by
Lessor of knowledge of the occurrences of such Hazardous Substance Condition, of
Lessor's desire to terminate this Lease as of the date sixty (60) days following
the  date  of  such  notice.  In  the  event Lessor elects to give a termination
notice,  Lessee  may,  within  ten  (10) days thereafter, give written notice to
Lessor  of  Lessee's  commitment  to  pay  the  amount  by which the cost of the
remediation  of  such  Hazardous  Substance Condition exceeds an amount equal to
twelve  (12) times the then monthly Base Rent or $100,000, whichever is greater.
Lessee  shall  provide  Lessor with said funds or satisfactory assurance thereof
within  thirty  (30) days following such commitment.   In such event, this Lease
shall  continue  In full force and effect, and Lessor shall proceed to make such
remediation  as  soon  as  reasonably  possible  after  She  required  funds are
available.  If  Lessee  does not give such notice and provide the required funds
or  assurance thereof within the time provided, this Lease shall terminate as of
the  date  specified  in  Lessor's  notice  of  termination.

     6.3  LESSEE'S  COMPLIANCE  WITH  APPLICABLE  REQUIREMENTS.   Except  as
otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully,
diligently  and  in  a  timely  manner,  materially  comply  with all Applicable
Requirements,  the  requirements of any applicable fire insurance underwriter or
rating  bureau, and the recommendations of Lessor's engineers and/or consultants
which  relate  in  any  manner  to  the Premises, without regard to whether said
requirements are now in effect or become effective after the Start Date.  Lessee
shall,  within  ten (10) days after receipt of Lessor's written request, provide
Lessor  with  copies  of  all permits and other documents, and other information
evidencing  Lessee's  compliance  with  any Applicable Requirements specified by
Lessor,  and  shall  immediately  upon  receipt,  notify Lessor in writing (with
copies  of  any  documents  involved) of any threatened or actual claim, notice,
citation, warning, complaint or report pertaining to or involving the failure of
Lessee  or  the  Premises  to  comply  with  any  Applicable  Requirements.

     6.4  INSPECTION;  COMPLIANCE.  Lessor  and Lessor's "Lender" (as defined in
Paragraph  30 below) and consultants shall have the right to enter into Premises
at any time, in the case of an emergency, and otherwise at reasonable times, for
the  purpose  of  inspecting  the  condition  of  the Premises and for verifying
compliance  by Lessee with this Lease. The cost of any such inspections shall be
paid by Lessor, unless a violation of Applicable Requirements or a contamination
is found to exist or be imminent, or the inspection is requested or ordered by a
governmental authority, in such case, Lessee shall upon request reimburse Lessor
for  the  cost  of  such  inspections,  so long as such inspection is reasonably
related  to  the  violation  or  contamination.

7.   MAINTENANCE;  REPAIRS,  UTILITY  INSTALLATIONS;  TRADE  FIXTURES  AND
ALTERATIONS.

     7.1  LESSEE'S  OBLIGATIONS.

          (a)  IN  GENERAL.   Subject  to  the  provisions  of  Paragraph  2.2
(Condition),  2.3  (Compliance),  6.3  (Lessee's  Compliance  with  Applicable
Requirements),  7.2  (Lessor's  Obligations),  9 (Damage or Destruction), and 14
(Condemnation),  Lessee  shall,  at  Lessee's  sole  expense, keep the Premises,
Utility  installations,  and  Alterations  in  good  order, condition and repair
(whether  or  not the portion of the Premises requiring repairs, or the means of
repairing  the same, are reasonably or readily accessible to Lessee, and whether
or  not  the need for such repairs occurs as a result of Lessee's use, any prior
use,  the  elements  or the age of such portion of the Premises), including, but
not  limited  to,  all  equipment  or  facilities,  such  as  plumbing, heating,
ventilating,  air-conditioning,  electrical,  lighting  facilities,  boilers,
pressure  vessels,  fire  protection  system,  fixtures,  walls  (interior  and
exterior),  foundations,  ceilings,  roofs, floors, windows, doors, plate glass,
skylights, landscaping, driveways, parking lots, fences, retaining walls, signs,
sidewalks  and  parkways located in, on, or adjacent to the Premises. Lessee, in
keeping  the  Premises  in  good order, condition and repair, shall exercise and
perform  good  maintenance practices, specifically including the procurement and
maintenance  of  the  service  contracts  required  by  Paragraph  7.1(b) below.
Lessee's  obligations  shall include restorations, replacements or renewals when
necessary to keep the Premises and all improvements thereon or a part thereof in
good order, condition and state of repair. Lessee shall, during the term of this
Lease,  keep  the exterior appearance of the Building in a first-class condition
consistent  with  the  exterior  appearance  of  other  similar  facilities  of
comparable age and size in the vicinity, including, when necessary, the exterior
repainting  of  the  Building.

          (b)  SERVICE  CONTRACTS.  Lessee  shall,  at  Lessee's  sole  expense,
procure  and  maintain  contracts,  with copies to Lessor, in customary form and
substance  for,  and  with  contractors  specializing  and  experienced  in  the
maintenance  of  the  following  equipment  and  improvements,  if any, and when


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installed  on  the  Premises:  (i)  HVAC  equipment,  (ii)  boiler, and pressure
vessels,  (iii)  fire  extinguishing  systems, including fire alarm and/or smoke
detectors,  (iv)  landscaping  and  irrigation  systems,  (v)  roof covering and
drains,  (vi)  driveways and parking lots, (vii) ciarifiers (viii) basic utility
feed  to  the  perimeter  of  the  Building,  and  (ix)  any other equipment, if
reasonably  required  by  Lessor.

          (c)  REPLACEMENT.  Subject  to  Lessee's  indemnification of Lessor as
set  forth  in  Paragraph  8.7  below, and without relieving Lessee of liability
resulting  from  Lessee's  failure  to  exercise  and  perform  good maintenance
practices,  if  the  Basic  Elements  described  in  Paragraph  7.1(b) cannot be
repaired other than at a cost which is in excess of 50% of the cost of replacing
such  Basic  Elements, then such Basic Elements shall be replaced by Lessor, and
the cost thereof shall be prorated between the Parties and Lessee shall only be
obligated  to pay, each month during the remainder of the term of this Lease, on
the  date  on  which  Base  Rent  is  due,  an  amount  equal  to the product of
multiplying  the  cost of such replacement by a fraction, the numerator of which
is  one  and the denominator of which is the number of months of the useful life
of  such replacement as such useful life is specified pursuant to Federal income
tax  regulations  or  guidelines for depreciation thereof (including interest on
the  unamortized  balance  as  is then commercially reasonable in the judgment o
Lessor's  accountants), with Lessee reserving the right to prepay its obligation
at  any  time.

     7.2  LESSOR'S  OBLIGATIONS.  Subject  to  the  provisions of Paragraphs 2.2
(Condition),  2.3 (Compliance), 9 (Damage or Destruction) and 14 (Condemnation),
it  is  intended  by  the  Parties hereto that Lessor have no obligation, in any
manner  whatsoever,  to  repair  and  maintain  the  Premises, or, the equipment
therein,  all of which obligations are intended to be that of the Lessee.  It is
the  intention of the Parties that the terms of this Lease govern the respective
obligations  of  the  Parties  as to maintenance and repair of the Premises, and
they  expressly  waive  the benefit of any statute now or hereafter in effect to
the  extent  it  is  inconsistent  with  the  terms  of  this  Lease.

     7.3  UTILITY  INSTALLATIONS;  TRADE  FIXTURES;  ALTERATIONS.

          (a)  DEFINITIONS; CONSENT REQUIRED.   The term "UTILITY INSTALLATIONS"
refers  to  all  floor and window coverings, air lines, power panels, electrical
distribution,  security  and  fire  protection  systems,  communication systems,
lighting  fixtures, HVAC equipment, plumbing, and fencing in or on the Premises.
The  term  "Trade Fixtures" shall mean Lessee's machinery and equipment that can
be removed without doing material damage to the Premises, The term "Alterations"
shall  mean  any  modification  of  the  improvements,  other  than  Utility
Installations  or Trade Fixtures, whether by addition or deletion. "LESSEE OWNED
ALTERATIONS  AND/OR  UTILITY  INSTALLATIONS"  are  defined as Alterations and/or
Utility  installations  made by Lessee that are not yet owned by Lessor pursuant
to  Paragraph  7.4(a).  Lessee  shall  not  make  any  Alterations  or  Utility
Installations  to  the  Premises  without Lessor's prior written consent. Lessee
may,  however,  make non-structural Utility installations to the interior of the
Premises (excluding the roof) without such consent but upon notice to Lessor, as
long  as  they  are  not  visible  from  the outside, do not involve puncturing,
relocating  or  removing the roof or any existing walls, and the cumulative cost
thereof  during  this Lease as extended does not exceed $50,000 in the aggregate
or  $10,000  in  any  one  year.

          (b)  CONSENT.  Any  Alterations  or  Utility Installations that Lessee
shall  desire  to  make  and  which  require  the consent of the Lessor shall be
presented to Lessor in written form with detailed plans. Consent shall be deemed
conditioned  upon  Lessee's:  (i) acquiring all applicable governmental permits,
(ii)  furnishing  Lessor  with  copies  of  both  the  permits and the plans and
specifications  prior to commencement of the work, and (iii) compliance with all
conditions  of  said  permits  and other Applicable Requirements in a prompt and
expeditious  manner. Any Alterations or Utility Installations shall be performed
in  a  workmanlike  manner  with  good  and  sufficient  materials. Lessee shall
promptly  upon completion furnish Lessor with as-built plans and specifications.
For work which costs an amount equal to the greater of one month's Base Rent, or
$10,000,  Lessor  may  condition  its  consent  upon Lessee providing a lien and
completion  bond in an amount equal to one and one-half times the estimated cost
of  such  Alteration  or  Utility  Installation  and/or upon Lessee's posting an
additional  Security  Deposit  with  Lessor.

          (c)  INDEMNIFICATION.  Lessee  shall  pay,  when  due,  all claims for
labor  or materials furnished or alleged to have been furnished to or for Lessee
at  or  for  use  on  the  Premises,  which  claims are or may be secured by any
mechanic's  or  materialmen's lien against the Premises or any interest therein.
Lessee  shall  give  Lessor  not  less  than  ten  (10) days notice prior to the
commencement of any work in, on or about the Premises, and Lessor shall have the
right  to  post  notices  of  non-responsibility.  If  Lessee  shall contest the
validity  of  any  such  lien,  claim  or demand, then Lessee shall, at its sole
expense  defend and protect itself, Lessor and the Premises against the same and
shall  pay  and  satisfy  any such adverse judgment that may be rendered thereon
before  the enforcement thereof. If Lessor shall require, Lessee shall furnish a
surety  bond  in  an  amount  equal to one and one-half times the amount of such
contested  lien,  claim or demand, indemnifying Lessor against liability for the
same.  If  Lessor  elects  to  participate  in any such action. Lessee shall pay
Lessor's  attorneys'  fees  and  costs.

     7.4  OWNERSHIP;  REMOVAL;  SURRENDER;  AND  RESTORATION.

          (a)  OWNERSHIP.  Subject to Lessor's right to require removal or elect
ownership  as  hereinafter  provided,  all Alterations and Utility Installations
made  by  Lessee  shall  be the property of Lessee, but considered a part of the
Premises.  Lessor  may,  at any time, elect in writing to be the owner of all or
any  specified  part  of the Lessee Owned Alterations and Utility Installations.
Unless  otherwise  Instructed  per  Paragraph  7.4(b)  hereof,  all Lessee Owned
Alterations and Utility Installations shall, at the expiration or termination of
this  Lease, become the property of Lessor and be surrendered by Lessee with the
Premises.

          (b)  REMOVAL.  By delivery to Lessee of written notice from Lessor not
earlier than ninety (90) and not later than thirty (30) days prior to the end of
the  term  of  this  Lease,  Lessor  may  require  that  any or all Lessee Owned
Alterations or Utility Installations be removed by the expiration or termination
of  this Lease. Lessor may require the removal at any time of all or any part of
any  Lessee Owned Alterations or Utility Installations made without the required
consent.

          (c)  SURRENDER/RESTORATION.  Lessee  shall  surrender  the Premises by
the  Expiration  Date  or  any  earlier  termination  date,  with  all  of  the
improvements,  parts and surfaces thereof broom clean and free of debris, and in
good  operating  order,  condition  and  state of repair, ordinary wear and tear
excepted, "Ordinary wear and tear" shall not include any damage or deterioration
that would have been prevented by good maintenance practice. Lessee shall repair
any  damage  occasioned  by  the  installation,  maintenance or removal of Trade
Fixtures,  Lessee  Owned  Alterations and/or Utility Installations, furnishings,
and  equipment  as  well  as the removal of any storage tank installed by or for
Lessee,  and  the  removal, replacement, or remediation of any soil, material or
groundwater  contaminated by Lessee. Trade Fixtures shall remain the property of
Lessee  and  shall  be removed by Lessee. The failure by Lessee to timely vacate
the  Premises  pursuant  to  this  Paragraph  7.4(c) without the express written
consent  of Lessor shall constitute a holdover under the provisions of Paragraph
26  below.

8.   INSURANCE;  INDEMNITY.

     8.1  PAYMENT  FOR  INSURANCE.  Lessee  shall pay for ail insurance required
under  Paragraph  8  except  to the extent of the cost attributable to liability
insurance  carried  by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per
occurrence.  Premiums for policy periods commencing prior to or extending beyond
the  Lease term shall be prorated to correspond to the Lease term. Payment shall
be  made  by  Lessee  to  Lessor  within  ten  (10) days following receipt of an
invoice.

     8.2  LIABILITY  INSURANCE.

          (a)  CARRIED  BY  LESSEE.  Lessee  shall  obtain  and  keep in force a
Commercial  General  Liability  Policy of Insurance protecting Lessee and Lessor
against claims for bodily injury, personal injury and property damage based upon
or  arising  out of the ownership, use, occupancy or maintenance of the Premises
and  all  areas  appurtenant  thereto.  Such insurance shall be on an occurrence
basis  providing single limit coverage in an amount not less than $2,000,000 per
occurrence  with  an  "ADDITIONAL  INSURED-MANAGERS  OR  LESSORS  OF  PREMISES
ENDORSEMENT"  and contain the "AMENDMENT OF THE POLLUTION EXCLUSION ENDORSEMENT"
for  damage caused by heat, smoke or fumes from a hostile fire. The Policy shall
not  contain  any  infra-insured  exclusions  as  between  insured  persons  or
organizations, but shall include coverage for liability assumed under this Lease
as  an  'insured contract' for the performance of Lessee's indemnity obligations
under  this  Lease.  The  limits of said insurance shall not, however, limit the
liability  of  Lessee  nor  relieve  Lessee  of  any  obligation  hereunder. All
insurance  carried  by  Lessee shall be primary to and not contributory with any
similar  Insurance carried by Lessor, whose insurance shall be considered excess
insurance  only.

          (b)  CARRIED  BY LESSOR.  Lessor shall maintain liability insurance as
described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance
required  to be maintained by Lessee. Lessee shall not be named as an additional
insured  therein.

     8.3  PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

          (a)  BUILDING  AND  IMPROVEMENTS.  The Insuring Party shall obtain and
keep  in  force a policy or policies in the name of Lessor, with loss payable to
Lessor,  any  groundlessor,  and to any Lender(s) insuring loss or damage to the
Premises.  The  amount  of such insurance shall be equal to the full replacement
cost  of  the Premises, as the same shall exist from time to time, or the amount
required  by  any Lenders, but in no event more than the commercially reasonable
and available insurable value thereof. If Lessor is the insuring Party, however,
Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's
personal  property shall be insured by Lessee under Paragraph 8.4 rather than by
Lessor.  If the coverage is available and  commercially appropriate, such policy
or  policies  shall  insure  against all risks of direct physical loss or damage
(except  the  perils  of  flood  and/or earthquake unless required by a Lender),
including  coverage  for  debris  removal  and the enforcement of any Applicable
Requirements  requiring  the  upgrading,  demolition,


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reconstruction  or replacement of any portion of the Premises as the result of a
covered  loss.  Said  policy  or policies shall also contain an agreed valuation
provision  in  lieu  of  any  coinsurance  clause,  waiver  of  subrogation, and
inflation  guard protection causing an increase in the annual property insurance
coverage  amount  by  a  factor of not less than the adjusted U.S. Department of
Labor Consumer Price index for All Urban Consumers for the city nearest to where
the  Premises  are  located. If such insurance coverage has a deductible clause,
the deductible amount shall not exceed $1,000 per occurrence, an Lessee shall be
liable  for  such  deductible  amount  in  the  event  of  an  Insured  Loss.

          (b)  RENTAL  VALUE.  The Insuring Party shall obtain and keep in force
a  policy  or policies in the name of Lessor with loss payable to Lessor and any
Lender,  insuring  the  loss  of the full Rent for one (1) year.  Said insurance
shall  provide  that in the event the Lease is terminated by reason of a insured
loss,  the  period  of  indemnity for such coverage shall be extended beyond the
date of the completion of repairs or replacement of the Premises, to provide for
one  full  year's  loss  of  Rent from the date of any such loss. Said insurance
shall  contain  an  agreed valuation provision in lieu of any coinsuring clause,
and  the  amount of coverage shall be adjusted annually to reflect the projected
Rent  otherwise payable by Lessee, for the next twelve (12) month period. Lessee
shall  be  liable  for  any  deductible  amount  in  the  event  of  such loss.

          (c)  ADJACENT PREMISES. If the Premises are part of a larger building,
or  of  a group of buildings owned by Lessor which are adjacent to the Premises,
the Lessee shall pay for any increase in the premiums for the property insurance
of  such  building  or  buildings  if  said increase is caused by Lessee's acts,
omissions,  use  or  occupancy  of  the  Premises.

     8.4  LESSEE'S  PROPERTY/BUSINESS  INTERRUPTION  INSURANCE.

          (a)  PROPERTY  DAMAGE.  Lessee  shall  obtain  and  maintain insurance
coverage  on all of Lessee's personal property, Trade Fixtures, and Lessee Owned
Alterations  and  Utility  Installations.   Such  insurance  shall  be  full
replacement  cost  coverage  with  a  deductible  of  not  to  exceed $1,000 per
occurrence. The proceeds from any such insurance shall be used by Lessee for the
replacement  of  personal  property, Trade Fixtures and Lessee Owned Alterations
and  Utility  Installations.  Lessee  shall provide Lessor with written evidence
that  such  insurance  is  in  Force.

          (b)  BUSINESS  INTERRUPTION.  Lessee shall obtain and maintain loss of
income  and  extra  expense  insurance  in  amounts as will reimburse Lessee for
direct  or indirect loss of earnings attributable to all perils commonly insured
against  by  prudent  lessees  in  the  business  of  Lessee  or attributable to
prevention  of  access  to  the  Premises  as  a  result  of  such  perils.

          (c)  NO  REPRESENTATION  OF  ADEQUATE  COVERAGE.  Lessor  makes  no
representation  that  the  limits  or  forms  of coverage of insurance specified
herein  are  adequate  to  cover  Lessee's  property,  business  operations  or
obligations  under  this  Lease.

     8.5  INSURANCE  POLICIES.  Insurance  required herein shall be by companies
duly  licensed  or admitted to transact business in the state where the Premises
are  located,  and  maintaining  during the policy term a "General Policyholders
Rating"  of  at  least  B+, V, as set forth in the most current issue of "Best's
Insurance  Guide", or such other rating as may be required by a Lender.   Lessee
shall  not  do  or  permit  to  be  done anything which invalidates the required
insurance  policies.  Lessee  shall  prior to the Start Date, deliver to Lessor
certified  copies  of  policies of such insurance or certificates evidencing the
existence  and  amounts  of  the  required  insurance.  No  such policy shall be
cancelable  or  subject  to  modification  except  after  thirty (30) days prior
written  notice  to Lessor. Lessee shall, at least thirty (30) days prior to the
expiration  of  such  policies,  furnish  Lessor  with  evidence  of renewals or
"insurance  binders"  evidencing  renewal  thereof,  or  Lessor  may  order such
insurance  and  charge the cost thereof to Lessee, which amount shall be payable
by  Lessee  to Lessor upon demand. Such policies shall be for a term of at least
one  year, or the length of the remaining term of this Lease, whichever is less.
If  either Party shall fail to procure and maintain the insurance required to be
carried  by  it,  the other Party may, but shall not be required to, procure and
maintain  the  same.

     8.6  WAIVER OF SUBROGATION. Without affecting any other rights or remedies,
Lessee  and  Lessor  each  hereby release and relieve the other, and waive their
entire  right to recover damages against the other, for loss of or damage to its
property arising out of or incident to the perils required to be insured against
herein.  The effect of such releases and waivers is not limited by the amount of
insurance  carried  or  required,  or  by  any  deductibles  applicable  hereto.
The  Parties  agree  to have their respective property damage insurance carriers
waive  any  right  to subrogation that such companies may have against Lessor or
Lessee, as the case may be, so long as the insurance is not invalidated thereby.

     8.7  INDEMNITY.  Except  for  Lessor's  gross  negligence  or  willful
misconduct,  Lessee  shall  indemnity,  protect,  defend  and  hold harmless the
Premises,  Lessor and its agents, Lessor's master or ground lessor, partners and
Lenders,  from  and  against  any  and all claims, loss of rents and/or damages,
liens,  judgments,  penalties, attorneys' and consultants' fees, expenses and/or
liabilities  arising  out  of,  involving, or in connection with, the use and/or
occupancy  of  the  Premises  by  Lessee, if any action or proceeding is brought
against  Lessor  by  reason  of  any of the foregoing matters, Lessee shall upon
notice defend the same at Lessee's expense by counsel reasonably satisfactory to
Lessor  and  Lessor shall cooperate with Lessee in such defense. Lessor need not
have  first  paid  any  such  claim  in  order  to  be  defended or indemnified.

     8.8  EXEMPTION  OF  LESSOR  FROM LIABILITY.  Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee,  Lessee's  employees,  contractors,  invitees,  customers,  or any other
person  in  or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage,  obstruction  or  other  defects  of  pipes,  fire  sprinklers,  wires,
appliances,  plumbing,  HVAC  or  lighting  fixtures,  or  from any other cause,
whether  the  said  injury  or  damage  results from conditions arising upon the
Premises  or  upon  other  portions  of the Building of which the Premises are a
part,  or  from  other  sources  or  places.  Lessor shall not be liable for any
damages  arising  from  any  act  or  neglect  of  any  other  tenant of Lessor.
Notwithstanding  Lessor's negligence or breach of this Lease, Lessor shall under
no  circumstances  be  liable for injury to Lessee's business or for any loss of
income  or  profit  therefrom.

9.   DAMAGE  OR  DESTRUCTION.

     9.1  DEFINITIONS.

          (a)  "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to the
improvements  on  the  Premises, other than Lessee Owned Alterations and Utility
Installations,  which  can reasonably be repaired in six (6) months or less from
the  date  of  the  damage or destruction. Lessor shall notify Lessee in writing
within thirty (30) days from the date of the damage or destruction as to whether
or  not  the  damage  is  Partial  or  Total.

          (b)  "PREMISES  TOTAL DESTRUCTION" shall mean damage or destruction to
the  Premises, other than Lessee Owned Alterations and Utility Installations and
Trade  Fixtures,  which  cannot reasonably be repaired in six (6) months or less
from  the  dates  of  the  damage  or destruction. Lessor shall notify Lessee in
writing within thirty (30) days from the date of the damage or destruction as to
whether  or  not  the  damage  is  Partial  or  Total.

          (c) "INSURED LOSS" shall mean damage or destruction to improvements on
the  Premises, other than Lessee Owned Alterations and Utility installations and
Trade  Fixtures,  which  was  caused  by  an event required to be covered by the
insurance  described in Paragraph 8.3(a), irrespective of any deductible amounts
or  coverage  limits  involved.

          (d)  "REPLACEMENT  COST"  shall mean the cost to repair or rebuild the
improvements  owned  by  Lessor at the time of the occurrence to their condition
existing  immediately  prior  thereto,  including demolition, debris removal and
upgrading  required  by  the  operation  of Applicable Requirements, and without
deduction  for  depreciation.

          (e)  "HAZARDOUS  SUBSTANCE  CONDITION"  shall  mean  the occurrence or
discovery  of  a  condition  involving the presence of, or a contamination by, a
Hazardous  Substance  as  defined  in  Paragraph  6.2(a),  in,  on, or under the
Premises.

     9.2  PARTIAL  DAMAGE  - INSURED LOSS.  If a Premises Partial Damage that is
an  Insured  Loss  occurs,  then  Lessor shall, at Lessor's expense, repair such
damage  (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility
installations)  as  soon as reasonably possible and this Lease shall continue in
full  force  and  effect;  provided,  however,  that  Lessee  shall, at Lessor's
election,  make the repair of any damage or destruction the total cost to repair
of  which  is  $10,000  or  less,  and,  in  such  event,  Lessor shall make any
applicable Insurance proceeds available to Lessee on a reasonable basis for that
purpose.  Notwithstanding  the  foregoing,  if the required insurance was not in
force  or  the  insurance proceeds are not sufficient to effect such repair, the
insuring  Party shall promptly contribute the shortage in proceeds (except as to
the  deductible  which  is  Lessee's  responsibility)  as  and  when required to
complete said repairs.  In the event, however, such shortage was due to the fact
that,  by reason of the unique nature of the improvements, full replacement cost
insurance  coverage  was not commercially reasonable and available, Lessor shall
have  no  obligation  to  pay for the shortage in insurance proceeds or to fully
restore  the  unique  aspects of the Premises unless Lessee provides Lessor with
the  funds  to  cover  same, or adequate assurance thereof, within ten (10) days
following  receipt  of  written notice of such shortage and request therefor. If
Lessor  receives  said  funds or adequate assurance thereof within said ten (10)
day  period, the party responsible for making the repairs shall complete them as
soon  as  reasonably  possible  and  this  Lease  shall remain in full force and
effect.  If  such  funds  or assurance are not received, Lessor may nevertheless
elect  by  written notice to Lessee within ten (10) days thereafter to: (i) make
such restoration and repair as is commercially reasonable with Lessor paying any
shortage  in  proceeds,  in which case this Lease shall remain in full force and
effect,  or  have this Lease terminate thirty (30) days thereafter, Lessee shall
not  be  entitled  to reimbursement of any funds contributed by Lessee to repair
any  such  damage  or  destruction.  Premises  Partial  Damage  due  to flood or
earthquake  shall be subject to Paragraph 9.3, notwithstanding that there may be
some  insurance  coverage,  but  the net proceeds of any such insurance shall be
made  available  for  the  repairs  if  made  by  either  Party.

     9.3  PARTIAL DAMAGE - UNINSURED LOSS.  If a Premises Partial Damage that is
not  an  insured  Loss  occurs,  unless  caused by a negligent or willful act of
Lessee  (in  which  event  Lessee  shall  make the repairs at Lessee's expense),
Lessor  may  either:  (i)  repair  such  damage  as  soon  as  reasonably


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possible  at  Lessor's expense, in which event this Lease shall continue in full
force  and  effect,  or  (ii)  terminate this Lease by giving written notice to
Lessee  thirty  (30) days after receipt by Lessor of knowledge of the occurrence
of  such  damage.  Such termination shall be effective sixty (60) days following
date  of such notice, in the event Lessor elects to terminate this Lease, Lessee
shall  have  the  right  within  ten  (10) days after receipt of the termination
notice  to  give  written notice to Lessor of Lessee's commitment to pay for the
repair  of  such  damage without reimbursement from Lessor. Lessee shall provide
Lessor  with  said  funds  or satisfactory, assurance thereof within thirty (30)
days  after  making  such commitment. In such event this Lease shall continue in
full  force  and effect and Lessor shall proceed to make such repairs as soon as
reasonably  possible after the required funds are available.  If Lessee does not
make required commitment, this Lease shall terminate as of the date specified in
the  termination  notice.

     9.4  TOTAL  DESTRUCTION.  Notwithstanding  any other provision hereof, if a
Premises  Total  Destruction  occurs, this Lease shall terminate sixty (60) days
following  such  Destruction.  If  the  damage  or destruction was caused by the
gross negligence or willful misconduct of Lessee, Lessor shall have the right to
recover Lessor's damages from Lessee, except as provided in Paragraph 8.6.

     9.5  DAMAGE  NEAR  END  OF  TERM.  If  at  any time during the last six (6)
months  of  this  Lease there is damage for which the cost to repair exceeds one
(1) month's Base Rent, whether or not an Insured Loss, Lessor may terminate this
Lease  effective sixty (60) days following the date of occurrence of such damage
by  giving  a written termination notice to Lessee within thirty (30) days after
the  date of occurrence of such damage. Notwithstanding the foregoing, if Lessee
at  that  time has an exercisable option to extend this Lease or to purchase the
Premises, then Lessee may preserve this Lease by, (a) exercising such option and
(b)  providing  Lessor  with  any  shortage  in  insurance proceeds (or adequate
assurance  thereof)  needed  to make the repairs on or before the earlier of (i)
the  date  which,  is ten days after Lessee's receipt of Lessor's written notice
purporting to terminate this Lease, or (ii) the day prior to the date upon which
such option expires. If Lessee duly exercises such option during such period and
provides Lessor with funds (or adequate assurance thereof) to cover any shortage
in  insurance  proceeds,  Lessor  shall,  at  Lessor's  commercially  reasonable
expense,  repair such damage as soon as reasonably possible and this Lease shall
continue  in  full force and effect. If Lessee fails to exercise such option and
provide  such  funds  or  assurance  during  such  period, then this Lease shall
terminate  on  the  date specified in the termination notice and Lessee's option
shall  be  extinguished.

     9.6  ABATEMENT  OF  RENT;  LESSEE'S  REMEDIES.

          (a)  ABATEMENT.  In  the  event of Premises Partial Damage or Premises
Total  Destruction  or  a  Hazardous Substance Condition for which Lessee is not
responsible under this Lease, the Rent payable by Lessee for the period required
for  the  repair,  remediation  or restoration of such damage shall be abated in
proportion  to the degree to which Lessee's use of the Premises is impaired, but
not  to  exceed the proceeds received from the Rental Value Insurance. All other
obligations  of  Lessee hereunder shall be performed by Lessee, and Lessor shall
have  no  liability  for  any  such  damage, destruction, remediation, repair or
restoration,  except  as  provided  herein.

          (b)  REMEDIES.  If  Lessor shall be obligated to repair or restore the
Premises and does not commence, in a substantial and meaningful way, such repair
or  restoration  within  ninety  (90)  days  after such obligation shall accrue,
Lessee  may,  at any time prior to the commencement of such repair or flotation,
give  written  notice  to  Lessor  and to any Lenders of which Lessee has actual
notice,  of  Lessee's  election  to terminate this Lease on a date not less than
sixty (60) days following the giving of such notice. If Lessee gives such notice
and  such  repair  or  restoration  is  not  commenced  within  thirty (30) days
thereafter,  this Lease shall terminate as of the date specified in said notice.
If  the  repair  or  restoration is commenced within said thirty (30) days, this
Lease  shall continue in full force and effect. "COMMENCE" shall mean either the
unconditional  authorization  of  the  preparation of the required plans, or the
beginning of the actual work on the Premises, whichever first occurs.

     9.7  TERMINATION - ADVANCE  PAYMENTS.  Upon  termination  of  this  Lease
pursuant  to  Paragraph  6.2(g) or Paragraph 9, an equitable adjustment shall be
made  concerning advance Base Rent and any other advance payments made by Lessee
to  Lessor.  Lessor  shall,  in  addition,  return to Lessee so much of Lessee's
Security Deposit as has not been, or is not then required to be, used by Lessor.

     9.8  WAIVE  STATUTES.  Lessor and Lessee agree that the terms of this Lease
shall  govern  the  effect  of any damage to or destruction of the premises with
respect  to the termination of this Lease and hereby waive the provisions of any
present or future statute to the extent inconsistent herewith.

10.  REAL  PROPERTY  TAXES.

     10.1  DEFINITION  OF "REAL PROPERTY TAXES."  As used herein, the term "REAL
PROPERTY  TAXES"  shall  include  any  form of assessment; real estate, general,
special,  ordinary  or  extraordinary,  or  rental  levy  or  tax  (other  than
inheritance,  personal income or estate taxes); improvement bond; and/or license
fee  imposed upon or levied against any legal or equitable interest of Lessor in
the  Premises, Lessor's right to other income therefrom, and/or Lessor's illness
of  leasing,  by  any  authority  having the direct or indirect power to tax and
where  the  funds are generated with reference to the Building address and where
the  proceeds  so generated are to be applied by the city, county or other local
taxing  authority  of  a jurisdiction within which the Premises are located. The
term  "Real Property Taxes" shall also include any tax, fee, levy, assessment or
charge,  or  any  increase therein, imposed by reason of events occurring during
the  term of this Lease, including but not limited to, a change in the ownership
of  the  Premises.

     10.2

          (a)  PAYMENT  OF  TAXES.  Lessee  shall  pay  the  Real Property Taxes
applicable  to the Premises during the term of this Lease.  Subject to Paragraph
10.2(b),  all  such  payments  shall be made at least ten (10) days prior to any
delinquency  date.  Lessee  shall  promptly  furnish  Lessor  with  satisfactory
evidence  that  such  taxes  have  been  paid, if any such taxes shall cover any
period  of  time  prior to or after the expiration or termination of this lease,
Lessee's share of such taxes shall be prorated to cover only that portion of the
tax bill applicable to the period that this Lease is in effect, and Lessor shall
reimburse  Lessee  for any overpayment. If Lessee shall fail to pay any required
Real  Property  Taxes,  Lessor  shall have the right to pay the same, and Lessee
shall  reimburse  Lessor  therefor  upon  demand.

          (b)  ADVANCE  PAYMENT. In the event Lessee incurs a late charge on any
Rent payment, Lessor may, at Lessor's option, estimate the current Real Property
Taxes,  and  require  that  such  taxes  be paid in advance to Lessor by Lessee,
either:  (i)  in a lump sum amount equal to the installment due, at least twenty
(20)  days  prior to the applicable delinquency date, or (ii) monthly in advance
with  the payment of the Base Rent. If Lessor elects to require payments monthly
in  advance,  the  monthly payment shall be an amount equal to the amount of the
estimated  installment of taxes divided by the number of tenths remaining before
the  month  in which said installment becomes delinquent. When the actual amount
of  the  applicable  tax bill is known, the amount of such equal monthly advance
payments  shall  be  adjusted as required to provide the funds needed to pay the
applicable taxes, if the amount collected by, Lessor is insufficient to pay such
Real  Property  Taxes  when  due,  Lessee  shall  pay  Lessor, upon demand, such
additional  sums  as  are  necessary to pay such obligations. All monies paid to
Lessor  under this Paragraph may be intermingled with other monies of Lessor and
shall  not  bear interest. In the event of a Breach by Lessee in the performance
of  its  obligations  under this Lease, then any balance of funds paid to Lessor
under  the provisions of this Paragraph may, at the option of Lessor, be treated
as  an  additional  Security  Deposit.

     10.3  JOINT  ASSESSMENT.  If  the  Premises  are  not  separately assessed,
Lessee's  liability  shall be an equitable proportion of the Real Property Taxes
for  all  of  the land and improvements included within the lax parcel assessed,
such  proportion  to  be  conclusively  determined by Lessor from the respective
valuations  assigned  in the assessor's work sheets or such other information as
may  be  reasonably  available.

     10.4  PERSONAL PROPERTY TAXES.  Lessee shall pay, prior to delinquency, all
taxes  assessed  against  and  levied  upon  Lessee  Owned  Alterations, Utility
Installations,  Trade Fixtures, furnishings, equipment and all personal property
of  Lessee.  When  possible, Lessee shall cause such property to be assessed and
billed  separately  from  the  real  property of Lessor. If any of Lessee's said
personal  property  shall  be assessed with Lessor's real property, Lessee shall
pay  Lessor  the  taxes  attributable  to Lessee's property within ten (10) days
after  receipt  of  a  written  statement.

11.  UTILITIES.  Lessee  shall  pay  for  all  water,  gas,  heat, light, power,
telephone,  trash  disposal  and  other  utilities  and services supplied to the
Premises,  together  with  any  taxes  thereon,  if  any  such  services are not
separately  metered  to  Lessee, Lessee shall pay a reasonable proportion, to be
determined  by  Lessor,  of  all  charges  jointly  metered.

12.  ASSIGNMENT  AND  SUBLETTING.

     12.1  LESSOR'S  CONSENT  REQUIRED.

          (a)  Lessee  shall  not  voluntarily  or  by  operation of law assign,
transfer,  mortgage  or  encumber  (collectively,  "assign  or  assignment")  or
sublet  all  or  any  part of Lessee's interest in this Lease or in the Premises
without Lessor's prior written consent.

          (b)  A change in the control of Lessee  shall constitute an assignment
requiring  consent.  The transfer, on a cumulative basis, of twenty-five percent
(25%)  or  more  of  the  voting  control of Lessee shall constitute a change in
control  for  this  purpose.

          (c)  The  involvement  of  Lessee or its assets in any transaction, or
series  of  transactions  (by  way  of  merger,  sale,  acquisition,  financing,
transfer, leveraged buy-out or otherwise), whether or not a formal assignment or
hypothecation  of  this  Lease  or Lessee's assets occurs, which results or will
result  in  a  reduction  of  the  Net Worth of Lessee by an amount greater than
twenty-five percent (25%) of such Net Worth as it was represented at the time of
execution  of  this  Lease or at the time of the most recent assignment to which
Lessor  has  consented, or as it exists immediately prior to said transaction or
transactions  constituting such reduction, whichever was or is greater, shall be
considered an assignment of this Lease to which Lessor may withhold its consent.
"NET  WORTH  OF  LESSEE"  shall  mean  the  net  worth  of Lessee (excluding any
guarantors)  established  under  generally  accepted  accounting  principles.


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          (d)  An  assignment  or  subletting without consent shall, at Lessor's
option,  be  a  Default  noncurable  after  notice  per  Paragraph 13.1(c), or a
noncurable  Breach  without  the  necessity  of  any notice and grace period. If
Lessor  elects to treat such unapproved assignment or subletting as a noncurable
Breach,  Lessor  may  either: (i) terminate this Lease, or (ii) upon thirty (30)
days  written  notice, increase the monthly Base Rent to one hundred ten percent
(110%) of the Base Rent then in effect. Further, in the event of such Breach and
rental adjustment, (i) the purchase price of any option to purchase the Premises
held by Lessee shall be subject to similar adjustment to one hundred ten percent
(110%)  of  the  price  previously  in  effect, and (ii) all fixed and non-fixed
rental  adjustments  scheduled  during  the remainder of the Lease term shall be
increased to One Hundred Ten Percent (110%) of the scheduled adjusted rent.

          (e)  Lessee's  remedy for any breach of Paragraph 12.1 by Lessor shall
be limited to compensatory damages and/or injunctive relief.

     12.2  TERMS  AND  CONDITIONS  APPLICABLE  TO  ASSIGNMENT  AND  SUBLETTING.

          (a)  Regardless  of  Lessor's  consent,  any  assignment or subletting
shall  not:  (i)  be  effective  without  the express written assumption by such
assignee  off  sublessee  of  the  obligations  of Lessee under this Lease; (ii)
release  Lessee  of  any  obligations  hereunder;  or  (iii)  alter  the primary
liability  of Lessee for the payment of Rent or for the performance of any other
obligations  to  be  performed  by  Lessee.

          (b)  Lessor  may  accept  Rent  or performance of Lessee's obligations
from  any  person  other  than  Lessee  pending  approval  or  disapproval of an
assignment.  Neither  a  delay in the approval or disapproval of such assignment
nor  the acceptance of Rent or performance shall constitute a waiver or estoppel
of  Lessor's  right  to  exercise  its  remedies for Lessee's Default or Breach.

          (c)  Lessor's  consent  to  any  assignment  or  subletting  shall not
constitute a consent to any subsequent assignment or subletting.

          (d)  In  the  event  of  any  Default  or Breach by Lessee, Lessor may
proceed  directly  against Lessee, any Guarantors or anyone else responsible for
the performance of Lessee's obligations under this Lease, including any assignee
or  sublessee,  without  first  exhausting  Lessor's  remedies against any other
person  or  entity  responsible  therefore  to  Lessor,  or any security held by
Lessor.

          (e)  Each  request for consent to an assignment or subletting shall be
in  writing, accompanied by information relevant to Lessor's determination as to
the financial and operational responsibility and appropriateness of the proposed
assignee  or  sublessee,  including  but  not limited to the intended use and/or
required  modification of the Premises, if any, together with a fee of $1,000 or
ten  percent (10%) of the current monthly Base Rent applicable to the portion of
the  Premises  which  is  the  subject  of  the proposed assignment or sublease,
whichever  is  greater, as consideration for Lessor's considering and processing
said  request.  Lessee  agrees  to  provide Lessor with such other or additional
information  and/or  documentation  as  may  be  reasonably  requested.

          (f)  Any  assignee of, or sublessee under, this Lease shall, by reason
of  accepting such assignment or entering into such sublease, be deemed to have;
assumed  and  agreed  to  conform and comply with each and every term, covenant,
condition and obligation herein to be observed or performed by Lessee during the
term of said assignment or sublease, other than such obligations as are contrary
to  or inconsistent with provisions of an assignment or sublease to which Lessor
has  specifically  consented  to  in  writing.

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

          (a)  Lessee  hereby  assigns  and  transfers to Lessor all of Lessee's
interest  in  all Rent payable on any sublease, and Lessor may collect such Rent
and  apply same toward Lessee's obligations under this Lease; provided, however,
that  until  a  Breach  shall  occur in the performance of Lessee's obligations,
Lessee  may  collect  said Rent. Lessor shall not, by reason of the foregoing or
any  assignment  of  such  sublease, nor by reason of the collection of Rent, be
deemed  liable  to the sublessee for any failure of Lessee to perform and comply
with  any  of  Lessee's obligations to such sublessee. Lessee hereby irrevocably
authorizes and directs any such sublessee, upon receipt of a written notice from
Lessor  stating  that a Breach exists in the performance of Lessee's obligations
under  this  Lease,  to  pay  to Lessor all Rent due and to become due under the
sublease.  Sublessee  shall  rely upon any such notice from Lessor and shall pay
all  Rents  to  Lessor  without any obligation or right to inquire as to whether
such Breach exists, notwithstanding any claim from Lessee to the, contrary.

          (b)  In  the  event  of a Breach by Lessee, Lessor may, at its option,
require sublessee to attorn to Lessor, in which event Lessor shall undertake the
obligations  of  the sublessor under such sublease from the time of the exercise
of  said  option  to  the expiration of such sublease; provided, however, Lessor
shall  not  be  liable  for  any  prepaid rents or security deposit paid by such
sublessee  to  such  sublessor  or  for  any  prior Defaults or Breaches of such
sublessor.

          (c) Any matter requiring the consent of the sublessor under a sublease
shall  also  require  the  consent  of  Lessor.

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

          (e)  Lessor shall deliver a copy of any notice of Default or Breach by
Lessee  to the sublessee, who shall have the right to cure the Default of Lessee
within  the  grace period, if any, specified in such notice. The sublessee shall
have  a  right  of reimbursement and offset from and against Lessee for any such
Defaults  cured  by  the  sublessee.

13.  DEFAULT;  BREACH;  REMEDIES.

     13.1 DEFAULT; BREACH.  A "DEFAULT" is defined as a failure by the Lessee to
comply  with  or  perform any of the terms, covenants, conditions or rules under
this  Lease.  A  "BREACH"  is  defined  as  the occurrence of one or more of the
following  Defaults,  and  the failure of Lessee to cure such Default within any
applicable  grace  period;

          (a)  The  abandonment of the Premises; or the vacating of the Premises
without  providing  a  commercially  reasonable  level of security, or where the
coverage  of the property insurance described In Paragraph 8.3 is jeopardized as
a  result  thereof,  or  without  providing  reasonable  assurances  to minimize
potential  vandalism.

          (b)  The failure of Lessee to make any payment of Rent or any Security
Deposit required to be made by Lessee hereunder, whether to Lessor or to a third
party,  when due, to provide reasonable evidence of insurance or surety bond, or
to  fulfill any obligation under this Lease which endangers or threatens life or
property,  where  such failure continues for a period of three (3) business days
following  written  notice  to  Lessee.

          (c)  The  failure by Lessee to provide (i) reasonable written evidence
of  compliance  with  Applicable Requirements, (ii) the service contracts, (iii)
the  rescission  of  an  unauthorized  assignment  or subletting, (iv) a Tenancy
Statement, (v) a requested subordination, (vi) evidence concerning any "guaranty
and/or  Guarantor,  (vii) any document requested under Paragraph 42 (easements),
or  (viii)  any  other  documentation or information which Lessor may reasonably
require  of  Lessee  under  the  terms  of  this  Lease,  where any such failure
continues  for  a  period  of  ten (10) days following written notice to Lessee.

          (d)  A  Default  by  Lessee  as to the terms, covenants, conditions or
provisions  of  this  Lease,  or of the rules adopted under Paragraph 40 hereof,
other  than  those  described in subparagraphs 13.1(a), (b) or (c), above, where
such  Default  continues  for a period of thirty (30) days after written notice;
provided, however, that if the nature of Lessee's Default is such that more than
thirty  (30)  days  are  reasonably  required for its cure, then it shall not be
deemed  to be a Breach if Lessee commences such cure within said thirty (30) day
period  and  thereafter  diligently  prosecutes  such  cure  to  completion.

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

          (f)  The  discovery  that  any financial statement of Lessee or of any
Guarantor  given  to  Lessor  was  materially  false.

          (g)  If  the  performance  of Lessee's obligations under this Lease is
guaranteed:  (i) the death of a Guarantor; (ii) the termination of a Guarantor's
liability  with respect to this Lease other than in accordance with the terms of
such  guaranty;  (iii)  a  Guarantor's  becoming  insolvent  or the subject of a
bankruptcy  filing;  (iv)  a Guarantor's refusal to honor the guaranty; or (v) a
Guarantor's  breach  of  its  guaranty  obligation on an anticipatory basis, and
Lessee's  failure,  within  sixty (60) days following written notice of any such
event, to provide written alternative assurance or security, which, when coupled
with  the  then  existing  resources  of  Lessee, equals or exceeds the combined
financial  resources  of  Lessee  and the Guarantors that existed at the time of
execution  of  this  Lease.

     13.2 REMEDIES.  If Lessee fails to perform any of its affirmative duties or
obligations,  within  ten  (10)  days  after  written  notice  (or in case of an
emergency,  without  notice),  Lessor  may.  at its option, perform such duty or
obligation  on  Lessee's  behalf,  including but not limited to the obtaining of
reasonably required bonds, insurance policies, or governmental licenses, permits
or  approvals. The costs and expenses of any such performance by Lessor shall be
due  and  payable by Lessee upon receipt of invoice therefor. If any check given
to  Lessor  by  Lessee  shall not be honored by the bank upon which it is drawn,
Lessor,  at  its option, may require all future payments to be made by Lessee to
be  by  cashier's  check.  In  the  event  of  a  Breach,  Lessor  may,  with or


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without further notice or demand, and without limiting Lessor in the exercise of
any right or remedy which Lessor may have by reason of such Breach:

          (a)  Terminate  Lessee's  right  to  possession of the Premises by any
lawful  means,  in  which  case  this  Lease  shall  terminate  and Lessee shall
immediately  surrender  possession  to  Lessor.  In  such  event Lessor shall be
entitled  to  recover  from Lessee: (i) the unpaid Rent which had been earned at
the  time  of termination; (ii) the worth at .the time of award of the amount by
which  the  unpaid rent which would have been earned after termination until the
time  of  award  exceeds  the amount of such rental loss that the Lessee' proves
could  have been reasonably avoided; (iii) the worth at the time of award of the
amount  by  which  the  unpaid rent of the balance of the term after the time of
award  exceeds  the  amount  of such rental loss that the Lessee proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all  the  detriment  proximately  caused  by the Lessee's failure to perform its
obligations  under this Lease or which in the ordinary course of things would be
likely  to result therefrom, including but not limited to the cost of recovering
possession  of  the  Premises,  expenses  of  reletting,  including  necessary
renovation  and alteration of the Premises, reasonable attorney's fees, and that
portion  of  any leasing commission paid by Lessor in connection with this Lease
applicable  to  the unexpired term of this Lease. The worth at the time of award
of  the  amount  referred  to  in  provision  (iii) of the immediately preceding
sentence  shall  be  computed by discounting such amount at the discount rate of
the  Federal  Reserve Bank of the District within which the Premises are located
at  the time of ward pus one percent (1%). Efforts by Lessor to mitigate damages
caused  by  lessee's  Breach  of  this  Lease  shall not waive Lessor's right to
recover  damages  under  Paragraph  12. If termination of this Lease is obtained
through the provisional remedy of unlawful detainer, Lessor shall have the right
to  recover  in  such  proceeding any unpaid Rent and damages as are recoverable
therein, or Lessor may reserve the right to recover all or any part thereof in a
separate  suit.  If  a notice and grace period required under Paragraph 13.1 was
not  previously given, a notice to pay rent or quit, or to perform or quit given
to  Lessee  under the unlawful detainer statute shall also constitute the notice
required  by  Paragraph 13.1. In such case, the applicable grace period required
by  Paragraph 13.1 and the unlawful detainer statute shall not run concurrently,
and the failure of Lessee to cure the Default within the greater of the two such
grace  periods  shall  constitute both an unlawful detainer and a Breach of this
Lease entitling Lessor to the remedies provided for in this Lease and/or by said
statute.

          (b)  Continue  the  Lease and Lessee's right to possession and recover
the  Rent as it becomes due. In which event Lessee may sublet or assign, subject
only  to  reasonable  limitations. Acts of maintenance, efforts to relet, and/or
the  appointment  of  a  receiver  to  protect the Lessor's Interests, shall not
constitute  termination  of  the  Lessee's  right  to  possession.

          (c)  Pursue any other remedy now or hereafter available under the laws
or  judicial  decisions  of  the  state wherein the Premises are located. ;- The
expiration or termination of this Lease and/or the termination of Lessee's right
to  possession  shall  not  relieve  Lessee from liability under any indemnity |
provisions  of  this  Lease  as to matters occurring or accruing during the term
hereof  or  by  reason  of  Lessee's  occupancy  of  the  Premises.

     13.3  INDUCEMENT RECAPTURE.  Any agreement for free or abated rent or other
charges,  or  for the giving or paying by Lessor to or for Lessee of any cash or
other  bonus, inducement or consideration for Lessee's entering into this Lease,
all of which concessions are hereinafter referred to as "INDUCEMENT PROVISIONS,"
shall  be  deemed conditioned upon Lessee's full and faithful performance of all
of the terms, covenants and conditions of this Lease.  Upon Breach of this Lease
by  Lessee,  any such Inducement Provision shall automatically be deemed deleted
from  this  Lease and of no further force or effect, and any rent, other charge,
bonus,  Inducement  or consideration theretofore abated, given or paid by Lessor
under  such  an  Inducement  Provision  shall  be immediately due and payable by
Lessee  to Lessor, notwithstanding any subsequent cure of said Breach by Lessee,
the  acceptance  by Lessor of Rent or the cure of the Breach which initiated the
operation  of  this  paragraph  shall  not  be  deemed a waiver by Lessor of the
provisions  of this paragraph unless specifically so stated in writing by Lessor
at  the  time  of  such  acceptance.

     13.4  LATE CHARGES.  Lessee hereby acknowledges that late payment by Lessee
of  Rent  will  cause  Lessor to incur costs not contemplated by this Lease, the
exact  amount  of  which  will  be  extremely difficult to ascertain. Such costs
include,  but  are  not  limited  to, processing and accounting charges, and the
charges which may be Imposed upon Lessor by any Lender. Accordingly, if any Rent
shall not be received by Lessor within five (5) days after such  amount shall be
due,  then,  without  any  requirement for notice to Lessee, Lessee shall pay to
Lessor  a  one-time  late charge equal to ten percent (10%) of each such overdue
amount.  The  Parties  hereby  agree that such late charge represents a fair and
reasonable  estimate  of  the  costs  Lessor  will  Incur by reason of such late
payment  Acceptance of such late charge by Lessor shall in no event constitute a
waiver  of  Lessee's  Default or Breach with respect to such overdue amount, nor
prevent  the exercise of any of the other rights and remedies granted hereunder.
In  the event that a late charge is payable hereunder, whether or not collected,
for  three  (3)  consecutive installments of Base Rent, then notwithstanding any
provision  of  this  Lease to the contrary, Base Rent shall, at Lessor's option,
become  due  and  payable  quarterly  In  advance.

     13.5  INTEREST.  Any monetary payment due Lessor hereunder, other than late
charges, not received by Lessor, when due as to scheduled payments (such as Base
Rent)  or  within  thirty  (30)  days following the date on which it was due for
non-scheduled  payment,  shall  bear  Interest  from  the  date  when due, as to
scheduled  payments,  or  the  thirty-first  (31st)  day  after it was due as to
non-scheduled  payments. The Interest ("Interest") charged shall be equal to the
prime rate reported in the Wall Street Journal as published closest prior to the
date  when  due  plus  four  percent (4%). but shall not exceed the maximum rate
allowed  by  law.  Interest  is payable in addition to the potential late charge
provided  for  In  Paragraph  13.4.

     13.6  BREACH  BY  LESSOR.

          (a)  NOTICE  OF  BREACH.  Lessor shall not be deemed in breach of this
Lease  unless  Lessor  fails  within  a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph, a reasonable
time  shall  in  no event be less than thirty (30) days after receipt by Lessor,
and  any  Lender  whose  name  and  address  shall have been furnished Lessee in
writing  for  such purpose, of written notice specifying wherein such obligation
of  Lessor  has  not  been  performed;  provided, however, that if the nature of
Lessor's  obligation  is  such  that  more  than thirty (30) days are reasonably
required  for its performance, then Lessor shall not be in breach if performance
is  commenced  within  such  thirty  (30)  day  period and thereafter diligently
pursued  to  completion.

          (b)  PERFORMANCE  BY  LESSEE  ON  BEHALF OF LESSOR.  In the event that
neither  Lessor  nor  Lender  cures  said  breach  within thirty (30) days after
receipt  of said notice, or if having commenced said cure they do not diligently
pursue  it  to completion, then Lessee may elect to cure said breach at Lessee's
expense  and offset from Rent an amount equal to the greater of one month's Base
Rent  or  the  Security  Deposit,  and  to  pay  an excess of such expense under
protest,  reserving  Lessee's  right  to reimbursement from Lessor. Lessee shall
document  the  cost  of  said  cure  and  supply  said  documentation to Lessor.

14.  CONDEMNATION.  If  the  Premises or any portion thereof are taken under the
power  of  eminent domain or sold under the threat of the exercise of said power
(collectively  "CONDEMNATION"),  this Lease shall terminate as to the part taken
as  of  the  date  the condemning authority takes title or possession, whichever
first  occurs.  If  more  than  ten percent (10%) of any building portion of the
Premises, or more than twenty-five percent (25%) of the land area portion of the
Premises  not occupied by any building, is taken by Condemnation, Lessee may, at
Lessee's  option,  to  be exercised in writing within ten (10) days after Lessor
shall have given Lessee written notice of such taking (or in the absence of such
notice,  within  ten  (10)  days after the condemning authority shall have taken
possession)  terminate  this Lease as of the date the condemning authority takes
such  possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining, except that the Base Rent shall be reduced in proportion
to  the  reduction  in  utility  of  the  Premises  caused by such Condemnation.
Condemnation  awards  and/or  payments  shall be the property of Lessor, whether
such  award  shall  be  made  as  compensation  for  diminution  in value of the
leasehold.  The  value  of  the  part taken, or for severance damages; provided,
however,  that  Lessee  shall  be  entitled  to  any  compensation  for Lessee's
relocation  expenses,  loss  of business goodwill and/or Trade Fixtures, without
regard  to whether or not this Lease is terminated pursuant to the provisions of
this  paragraph.  All Alterations and Utility Installations made to the Premises
by  Lessee,  for purposes of Condemnation only, shall be considered the property
of  the  Lessee, and Lessee shall be entitled to .any and all compensation which
is payable therefor. In the event that this Lease is not terminated by reason of
the  Condemnation, Lessor shall repair any damage to the Premises caused by such
Condemnation.

15.  BROKERS'  FEE.

     15.1  ADDITIONAL  COMMISSION.  In addition to the payments owed pursuant to
Paragraph  1.10  above,  and  unless  Lessor  and the Brokers otherwise agree in
writing,  Lessor  agrees that: (a) if Lessee exercises any Option, (b) if Lessee
acquires  any  rights  to  the  Premises  or  other premises owned by Lessor and
located  within  the same Project, if any, within which the Premises is located,
(c) if Lessee remains in possession of the Premises, with the consent of Lessor,
after the expiration of this Lease, or (d) if Base Rent is increased, whether by
agreement  or  operation  of an escalation clause herein, then, Lessor shall pay
Brokers  a  fee in accordance with the schedule of said Brokers in effect at the
time  of  the  execution  of  this  Lease.

     15.2  ASSUMPTION  OF  OBLIGATIONS.  Any  buyer  or  transferee  of Lessor's
interest  in  this  Lease  shall  be  deemed to have assumed Lessor's obligation
hereunder.  Each  Broker shall be a third party beneficiary of the provisions of
Paragraphs  1.10, 15, 22  and 31. If Lessor fails to pay to a Broker any amounts
due  as and for commissions pertaining to this Lease when due, then such amounts
shall  accrue  interest.  In  addition,  if  Lessor  fails to pay any amounts to
Lessee's  Broker when due, Lessee's Broker may send written notice to Lessor and
Lessee  of  such failure and if Lessor fails to pay such amounts within ten (10)
days  after  said  notice, Lessee shall pay said monies to its Broker and offset
such  amounts against Rent. In addition, Lessee's Broker shall be deemed to be a
third  party  beneficiary  of  any  commission  agreement entered into by and/or
between  Lessor  and  Lessor's  Broker.


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     15.3  REPRESENTATIONS  AND  INDEMNITIES OF BROKER RELATIONSHIPS. Lessee and
Lessor  each represent and warrant to the other that it has had no dealings with
any  person,  firm,  broker  or  finder  (other  than  the  Brokers,  if any) in
connection  with  this  Lease,  and that no one other than said named Brokers is
entitled  to  any  commission or finder's fee in connection herewith. Lessee and
Lessor  do  each  hereby  agree to indemnify, protect, defend and hold the other
harmless  from  and  against  liability for compensation or charges which may be
claimed  by  any such unnamed broker, finder or other similar party by reason of
any  dealings  or  actions  of  the  indemnifying  Party,  including  any costs,
expenses,  and/or  attorneys'  fees  reasonably  incurred  with respect thereto.

16.  Estoppal  Certificates.

          (a)  Each  Party  (as  "RESPONDING  PARTY") shall within ten (10) days
after  written  notice  from  the  other Party (the "REQUESTING PARTY") execute,
acknowledge  and  deliver to the Requesting Party a statement in writing in form
similar  to  the  then most current "ESTOPPEL CERTIFICATE" form published by the
American  Industrial  Real Estate Association, plus such additional information,
confirmation  and/or statements as may be reasonably requested by the Requesting
Party.

          (b)  If  the  Responding  Party  shall  fail to execute or deliver the
Estoppel  Certificate  within  such  ten  day  period,  the Requesting Party may
execute an Estoppel Certificate stating that: (i) the Lease is in full force and
effect without modification except as may be represented by the Requesting Party
(ii)  there  are  no uncured defaults in the Requesting Party's performance, and
(iii) if Lessor is the Requesting Party, not more than one month's Rent has been
paid  in  advance.  Prospective  purchasers  and  encumbrances may rely upon the
Requesting  Party's  Estoppel  Certificate,  and  the  Responding Party shall be
estopped  from  denying  the  truth  of the facts contained in said Certificate.

          (c)  If Lessor desires to finance, refinance, or sell the Premises, or
any  part  thereof,  Lessee  and  all  Guarantors shall deliver to any potential
lender  or  purchaser  designated  by Lessor such financial statements as may be
reasonably  required by such lender or purchaser, including, but not limited to,
Lessee's  financial  statements for the past three (3) years. All such financial
statements  shall  be  received  by  Lessor  and  such  lender  or  purchaser in
confidence  and  shall  be  used  only  for  the  purposes  herein  set  forth.

17.  DEFINITION  OF  LESSOR.  The;  term  "LESSOR" as used herein shall mean the
owner or owners at the time in question of the fee title to the Premises, or, if
this is a sublease, of the Lessee's interest in the prior lease, in the event of
a  transfer  of Lessor's title or interest in the Premises or this Lease, Lessor
shall  deliver  to  the transferee or assignee (in cash or by credit) any unused
Security  Deposit  held by Lessor. Except as provided in Paragraph 15, upon such
transfer  or  assignment and delivery of the Security Deposit, as aforesaid, the
prior Lessor  shall be relieved of all liability with respect to the obligations
and/or  covenants  under  this  Lease  thereafter to be performed by the Lessor.
Subject  to  the foregoing, the obligations and/or covenants in this Lease to be
performed  by  the  Lessor shall be binding only upon the Lessor as herein above
defined.  Notwithstanding  the above, and subject to the provisions of Paragraph
20  below,  the  original Lessor under this Lease, and all subsequent holders of
the  Lessor's  Interest  in  this Lease shall remain liable and responsible with
regard to the potential duties and liabilities of Lessor pertaining to Hazardous
Substances  as  outlined  in  Paragraph  6  above.

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

19.  DAYS.  Unless  otherwise  specifically  indicated to the contrary, the word
"DAYS"  as  used  in  this  Lease  shall  mean  and  refer  to  calendar  days.

20.  LIMITATION  ON  LIABILITY. Subject to the provisions of Paragraph 17 above,
the  obligations  of  Lessor  under  this  Lease  shall  not constitute personal
obligations  of  Lessor,  the  individual  partners  of  Lessor  or its or their
individual  partners, directors, officers or shareholders, and Lessee shall look
to  the  premises, and to no other assets of Lessor, for the satisfaction of any
liability  of  Lessor  with  respect  to this Lease, and shall not seek recourse
against  the individual partners of Lessor, or its or their individual partners,
directors,  officers  or  shareholders, or any of their personal assets for such
satisfaction.

21.  TIME OF ESSENCE.  Time is of the essence with respect to the performance of
all  obligations  to  be  performed or observed by the Parties under this Lease.

22.  NO  PRIOR  OR OTHER AGREEMENTS; BROKER DISCLAIMER.  This Lease contains all
agreements  between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor  and  Lessee  each  represents  and  warrants  to the Brokers that it has
made,  and  is  relying  solely  upon,  its  own investigation as to the nature,
quality, character and financial responsibility of the other Party to this Lease
and  as  to  the  nature, quality and character of the Premises. Brokers have no
responsibility  with  respect  thereto  or with respect to any default or breach
hereof  by  either  Party.  The  liability (including court costs and attorneys'
fees),  of  any  Broker  with  respect  to  negotiation, execution, delivery, or
performance  by  either  Lessor  or  Lessee under this Lease or any amendment or
modification hereto shall be limited to an amount up to the fee received by such
Broker  pursuant to this Lease; provided, however, that the foregoing limitation
on  each  Broker's  liability shall not be applicable to any gross negligence of
willful  misconduct  of  such  Broker.

23.  NOTICES.

     23.1  NOTICE REQUIREMENTS.  All notices required or permitted by this Lease
shall  be  in  writing and may be delivered in person (by hand or by courier) or
may  be  sent  by  regular,  certified or registered mail or U.S. Postal Service
Express  Mail,  with postage prepaid, or by facsimile transmission, and shall be
deemed  sufficiently given if served in a manner specified in this Paragraph 23.
The  addresses noted adjacent to a Party's signature on this Lease shall be that
Party's  address for delivery or mailing of notices. Either Party may by written
notice  to  the  other  specify a different address for notice, except that upon
Lessee's  taking  possession  of  the  Premises,  the  Premises shall constitute
Lessee's  address  for  notice.  A  copy  of  all  notices  to  Lessor  shall be
concurrently  transmitted  to  such party or parties at such addresses as Lessor
may  from  time  to  time  hereafter  designate  in  writing.

     23.2  DATE  OF  NOTICE.  Any  notice  sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by  regular  mail  the notice shall be deemed given forty-eight (48) hours after
the  same  is  addressed  as required  herein  and  mailed with postage prepaid.
Notices  delivered  by  United  States  Express  Mail  or overnight courier that
guarantee  next  day delivery shall be deemed given twenty-four (24) hours after
delivery  of  the  same to the Postal Service or courier. Notices transmitted by
facsimile transmission or similar means shall be deemed delivered upon telephone
confirmation of receipt, provided a copy is also delivered via delivery or mail.
If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed
received  on  the  next  business  day.

24.  WAIVERS.  No  waiver  by  Lessor  of  the  Default  or  Breach of any term,
covenant  or  condition  hereof by Lessee, shall be deemed a waiver of any other
term,  covenant  or  condition hereof, or of any subsequent Default or Breach by
Lessee  of  the  same  or  of  any  other  term,  covenant  or condition hereof.
Lessor's  consent  to,  or  approval  of,  any act shall not be deemed to render
unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent
or similar act by Lessee, or be construed as the basis of an estoppel to enforce
the  provision  or  provisions  of  this  Lease  requiring  such  consent.  The
acceptance  of  Rent by Lessor shall not be a waiver of any Default or Breach by
Lessee.  Any  payment  by  Lessee  may  be  accepted  by  Lessor on account of
monies  or  damages  due Lessor, notwithstanding any qualifying statements or
conditions  made by Lessee in connection therewith, which such statements and/or
conditions  shall be of no force or effect whatsoever unless specifically agreed
to  in  writing  by  Lessor  at  or  before the time of deposit of such payment.

25.  RECORDING.  Either  Lessor  or  Lessee  shall,  upon  request of the other,
execute,  acknowledge  and  deliver  to the other a short form memorandum of the
Lease  for  recording  purposes.  The  Party  requesting  recordation  shall  be
responsible  for  payment  of  any  fees  applicable  thereto.

26.  NO  RIGHT  TO  HOLDOVER.  Lessee  has  no right to retain possession of the
Premises or any part thereof beyond the expiration or termination of this Lease.
In  the  event  that Lessee holds over, then the Base Rent shall be increased to
one  hundred  fifty  percent (150%) of the Base Rent applicable during the month
immediately  preceding  the  expiration or termination. Nothing contained herein
shall  be  construed  as  consent  by  Lessor  to  any  holding  over by Lessee.

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

28.  COVENANTS AND CONDITIONS; CONSTRUCTION OF AGREEMENT. All provisions of this
Lease  to  be  observed  or  performed  by  Lessee  are  both  covenants  and
conditions.  In  construing  this  Lease,  all  headings  and titles are for the
convenience of the Parties only and shall not be considered a part of the Lease.
Whenever required by the context, the singular shall include the plural and vice
versa.  This  Lease shall not be construed as if prepared by one of the Parties,
but  rather  according  to  its  fair meaning as a whole, as if both Parties had
prepared  it.

29.  BINDING  EFFECT;  CHOICE  OF  LAW.  This  Lease  shall  be binding upon the
parties,  their personal representatives, successors and assigns and be governed
by  the  laws  of  the  State  in which the Premises are located. Any litigation
between  the  Parties  hereto  concerning  this  Lease shall be initiated in the
county  in  which  the  Premises  are  located.

30.  SUBORDINATION;  ADORNMENT;  NON-DISTURBANCE.

     30.1  SUBORDINATION.  This  Lease  and  any  Option granted hereby shall be
subject  and  subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation  or  security  device  (collectively,  "SECURITY  DEVICE"), now or
hereafter placed upon the Premises, to any and all advances made on the security
thereof,  and  to  all  renewals,  modifications, and extensions thereof. Lessee
agrees  that  the  holders  of any such Security Devices (in this Lease together
referred  to  as  "Lessor's  Lender")  shall  have no liability or obligation to
perform  any of the obligations of Lessor under this Lease. Any Lender may elect
to  have this Lease and/or any Option granted hereby superior to the lien of its
Security Device by giving written notice thereof to Lessee, whereupon this Lease
and  such Options shall be deemed prior to such Security Device, notwithstanding
the  relative  dates  of  the  documentation  or  recordation  thereof.


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     30.2  ATTORNMENT.  Subject  to  the non-disturbance provisions of Paragraph
30.3,  Lessee  agrees  to  attorn  to  a  Lender or any other party who acquires
ownership  of  the Premises by reason of a foreclosure of a Security Device, and
that  in  the event of such foreclosure, such new owner shall not: (i) be liable
for  any act or omission of any prior lessor or with respect to events occurring
prior  to  acquisition  of ownership; (ii) be subject to any offsets or defenses
which  Less might have against any prior lessor; or (iii) be bound by prepayment
of  more  than  one  (1)  month's  rent.

     30.3  NON-DISTURBANCE.  With  respect  to  Security Devices entered into by
Lessor  after  the execution of this Lease, Lessee's subordination of this Lease
shall  be  subject  to  receiving  a  commercially  reasonable  non-disturbance
agreement  (a "NON-DISTURBANCE AGREEMENT") from the Lender which Non-Disturbance
Agreement  provides  that  Lessee's  possession of the Premises, and this Lease,
including  any  options to extend the term hereof, will not be disturbed so long
as  Lessee  is  not  in  Breach  hereof  and  attorns to the record owner of the
Premises.  Further,  within  sixty  (60) days after the execution of this Lease,
Lessor shall use its commercially reasonable efforts to obtain a Non-Disturbance
Agreement from the holder of any pre-existing Security Device which  is  secured
by  the  Premises.  In  the  event  that  Lessor  is  unable  to  provide  the
Non-Disturbance  Agreement  within  said  sixty  (60)  days, then Lessee may, at
Lessee's  option  directly  contact Lessor's lender and attempt to negotiate for
the  execution  and  delivery  of  a  Non-Disturbance  Agreement.

     30.4  SELF-EXECUTING.  The  agreements contained in this Paragraph 30 shall
be  effective without the execution of any further documents; provided, however,
that  upon  written  request  from Lessor or a Lender in connection with a sale,
financing  or  refinancing of the Premises, Lessee and Lessor shall execute such
further  writings  as  may  be  reasonably  required  to separately document any
subordination,  attainment and/or Non-Disturbance Agreement provided for herein.

31.  ATTORNEY'S  FEES.  If  any  Party  or Broker brings an action or proceeding
involving  the  Premises  to  enforce  the  terms  hereof  or  to declare rights
hereunder.  the  Prevailing Party (as hereafter defined) in any such proceeding,
action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such
fees  may  be awarded in the  same suit or recovered in a separate suit, whether
or  not  such action or proceeding is pursued to decision or judgment. The term,
"PREVAILING  PARTY"  shall  include,  without  limitation, a Party or Broker who
substantially  obtains or defeats the relief sought, as the case may be, whether
by  compromise  settlement,  judgment,  or the abandonment by the other Party or
Broker  of its claim or defense. The attorneys' fees award shall not be computed
in  accordance  with  any;  court  fee  schedule,  but shall be such as to fully
reimburse  all attorneys' fees reasonably incurred. In addition, Lessor shall be
entitled  to attorneys' fees, costs and expenses incurred in the preparation and
service of notices of Default and consultations in connection therewith, whether
or  not a legal action is subsequently commenced in connection with such Default
or  resulting  Breach.

32.  LESSOR'S  ACCESS;  SHOWING  PREMISES;  REPAIRS.  Lessor and Lessor's agents
shall  have  the  right  to  enter  the  Premises  at  any  time, in the case of
emergency, and otherwise at reasonable times for the purpose of showing the same
to  prospective  purchasers,  lenders,  or lessees, and making such alterations,
repairs, improvements or additions to the Premises as Lessor may deem necessary.
All  such  activities shall be without abatement of rent or liability to Lessee.
Lessor  may  at any time place on the Premises any ordinary "For Sale" signs and
Lessor  may  during  the  last  six  (6)  months of the term hereof place on the
Premises  any  ordinary  "For  Lease"  signs. Lessee may at any time place on or
about  the  Premises  any  ordinary  "For  Sublease"  sign.

33.  AUCTIONS.  Lessee  shall  not  conduct,  nor  permit  to  be conducted, any
auction  upon  the Premises without Lessor's prior written consent. Lessor shall
not  be  obligated  to  exercise  any  standard of reasonableness In determining
whether  to  permit  an  auction.

34.  SIGNS.  Except  for  ordinary  "For Sublease" signs, Lessee shall not place
any  sign  upon  the  Premises without Lessor's prior written consent. All signs
must  comply  with  all  Applicable  Requirements.

35.  TERMINATION;  MERGER.  Unless  specifically  stated otherwise in writing by
Lessor,  the  voluntary  or  other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by  Lessee,  shall  automatically terminate any sublease or lesser estate in the
Premises;  provided,  however,  that Lessor may elect to continue any one or all
existing  subtenancies. Lessor's failure within ten (10) days following any such
event  to  elect  to  the  contrary  by written notice to the holder of any such
lesser  interest,  shall  constitute  Lessor's  election  to  have  such  event
constitute termination  of  such  interest.

36.  CONSENTS.  Except  as otherwise provided herein, wherever in this Lease the
consent of a Party is required to an act by or for the other Party, such consent
shall  not be unreasonably withheld or delayed. Lessor's actual reasonable costs
and expenses (including, but not limited to, architects', attorneys', engineers'
and other consultants' fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent, including, but not limited consents to
an  assignment,  a  subletting  or the presence or use of a Hazardous Substance,
shall  be paid by Lessee upon receipt of an invoice and supporting documentation
therefor.  Lessor's  consent  to  any  act,  assignment  or subletting shall not
constitute  an  acknowledgment that no Default or Breach by Lessee of this Lease
exists,  nor  shall such consent be deemed a waiver of any then existing Default
or  Breach,  except as may be otherwise specifically stated in writing by Lessor
at  the  time  of  such  consent.  The  failure to specify herein any particular
condition to Lessor's consent shall not preclude the imposition by Lessor at the
time  of consent of such further or other conditions as are then reasonable with
reference  to  the  particular  matter  for  which  consent  is  being given. In
the event  that  either Party disagrees with any determination made by the other
hereunder  and  reasonably  requests  the  reasons  for  such determination, the
determining  party shall furnish its reasons in writing and in reasonable detail
within  ten  (10)  business  days  following  such  request.

37.  GUARANTOR

     37.1  EXECUTION.  The  Guarantors, if any, shall each execute a guaranty in
the  form  most  recently  published  by  the  American  Industrial  Real Estate
Association,  and  each such Guarantor shall have the same obligations as Lessee
under  this  Lease.

     37.2  DEFAULT. It shall constitute a Default of the Lessee if any Guarantor
fails  or refuses, upon request to provide: (a) evidence of the execution of the
guaranty,  including the authority of the party signing on Guarantor's behalf to
obligate  Guarantor,  and in the case of a corporate Guarantor, a certified copy
of  a  resolution  of  its  board  of  directors  authorizing the making of such
guaranty,  (b)  current  financial  statements,  (c) a Tenancy Statement, or (d)
written  confirmation  that  the  guaranty  is  still  In  effect.

38.  QUIET POSSESSION.  Subject to payment by Lessee of the Rent and performance
of  all  of  the  covenants,  conditions  and  provisions on Lessee's part to be
observed  and performed under this Lease, Lessee shall have quiet possession and
quiet  enjoyment  of  the  Premises  during  the  term  hereof.

39.  OPTIONS.

     39.1  DEFINITION.  "OPTION" shall mean: (a) the right to extend the term of
or  renew  this  Lease  or to extend or renew any lease that Lessee has on other
property  of  Lessor;  (b)  the  right  of first refusal or first offer to lease
either  the  Premises  or other property of Lessor; (c) the right to purchase or
the right of first refusal to purchase the Premises or other property of Lessor.

     39.2 OPTIONS PERSONAL TO ORIGINAL LESSEE.  Each Option granted to Lessee in
this  Lease  is  personal  to  the  original  Lessee,  and cannot be assigned or
exercised  by anyone other than said original Lessee and only while the original
Lessee  is  in full possession of the Premises and, if requested by Lessor, with
Lessee  certifying  that  Lessee  has  no  intention  of thereafter assigning or
subletting.

     39.3  MULTIPLE  OPTIONS.  In the event that Lessee has any multiple Options
to  extend  or  renew  this Lease, a later Option cannot be exercised unless the
prior  Options  have  been  validly  exercised.

     39.4  EFFECT  OF  DEFAULT  ON  OPTIONS.

          (a)  Lessee  shall have no right to exercise an Option: (i) during the
period  commencing with the giving of any notice of Default and continuing until
said  Default  is  cured,  (ii)  during  the  period  of time any Rent is unpaid
(without  regard  to  whether  notice thereof is given Lessee), (iii) during the
time  Lessee  is  in  Breach of this Lease, or (iv) in the event that Lessee has
been  given  three  (3)  or more notices of separate Default, whether or not the
Defaults  are  aired,  during the twelve (12) month period immediately preceding
the  exercise  of  the  Option.

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

          (c)  An  Option shall terminate and be  of no further force or effect,
notwithstanding  Lessee's  due and timely exercise of the Option, if, after such
exercise and prior to the commencement of the extended term, (i) Lessee fails to
pay  Rent  for a period of thirty (30) days after such Rent becomes due (without
any  necessity  of  Lessor  to give notice thereof), (ii) Lessor gives to Lessee
three  (3)  or  more  notices  of  separate Default during any twelve (12) month
period,  whether  or  not  the  Defaults are cured, or (iii) if Lessee commits a
Breach  of  this  Lease,

40.  MULTIPLE  BUILDINGS.  If  the  Premises  are a part of a group of buildings
controlled  by  Lessor,  Lessee agrees that it will observe all reasonable rules
and  regulations  which  Lessor  may  make from time to time for the management,
safety,  and  care of said properties, including the care and cleanliness of the
grounds  and  including the parking, loading and unloading of vehicles, and that
Lessee  will  pay  its  fair  share  of  common  expenses incurred in connection
therewith.

41.  SECURITY  MEASURES.  Lessee  hereby acknowledges that the rental payable to
Lessor  hereunder  does  not include the cost of guard service or other security
measures,  and  that Lessor shall have no obligation whatsoever to provide same.
Lessee  assumes  all responsibility for the protection of the  Premises, Lessee,
its  agents  and  invitees  and  their  property from the acts of third parties.

42.  RESERVATIONS.  Lessor  reserves  to itself the right, from time to time, to
grant,  without  the  consent  or  joinder of Lessee, such easements, rights and
dedications  that Lessor deems necessary, and to cause the recordation of parcel
maps  and  restrictions,  so  long  as  such  easements,  rights,  dedications,


                                  PAGE 10 OF 11
                                                            Initials /s/  DP, AL
                                                                    ------------
<PAGE>
Lessor  to effectuate any such easement rights, dedication, map or restrictions,

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

44.  AUTHORITY.  If  either  Party  hereto  is  a  corporation,  trust,  limited
liability  company,  partnership,  or  similar entity, each individual executing
this  Lease  on  behalf of such entity represents and warrants that he or she is
duly  authorized  to  execute  and deliver this Lease on its behalf.  Each party
shall,  within  thirty  (30)  days  after  request,  deliver  to the other Party
satisfactory  evidence  of  such  authority.

45.  CONFLICT.  Any  conflict  between  the printed provisions of this Lease and
the typewritten or handwritten provisions shall be controlled by the typewritten
or  handwritten  provisions.

46.  OFFER.  Preparation  of  this  Lease  by  either  Party  or their agent and
submission  of  same to the other Party shall not be deemed an offer to lease to
the  other  party.  This  Lease Is not intended to be binding until executed and
delivered  by  all  Parties  hereto.

47.  AMENDMENTS.  This  Lease  maybe  modified  only  in  writing, signed by the
Parties  in  interest  at  the  lime of the modification. As long as they do not
materially  change  Lessee's  obligations  hereunder, Lessee agrees to make such
reasonable  non-monetary  modifications  to  this  Lease  as  may  be reasonably
required  by  a  Lender  in connection with the obtaining of normal financing or
refinancing  of  the  Premises.

48.  MULTIPLE  PARTIES.  If  more  than  one person or entity is named herein as
either  Lessor  or  Lessee,  such  multiple Parties shall have joint and several
responsibility  to  comply  with  the  terms  of  this  Lease.

49.  Mediation and Arbitration of Disputes.  An Addendum requiring the Mediation
and/or  the  Arbitration  of  all  disputes  between  the Parties and/or brokers
arising  out  of  this  Lease  [_]  IS  [X]  IS  NOT  attached  to  this  Lease.

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




--------------------------------------------------------------------------------
ATTENTION:  NO  REPRESENTATION  OR  RECOMMENDATION  IS  MADE  BY  THE  AMERICAN
----------
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH THIS
LEASE  RELATES.
THE  PARTIES  ARE  URGED  TO:

SEEK  ADVICE  OF  COUNSEL  AS  TO  THE LEGAL AND TAX CONSEQUENCES OP THIS LEASE.
RETAIN  APPROPRIATE  CONSULTANTS  TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES.  SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE  OF  HAZARDOUS  SUBSTANCES, THE "ZONING OF THE PREMISES, THE STRUCTURAL
INTEGRITY,  THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY
OF  THE  PREMISES  FOR  LESSEE'S  INTENDED  USE.

WARNING:  IF  THE  PREMISES  IS LOCATEDJN A STATE OTHER THAN CALIFORNIA, CERTAIN
-------
PROVISIONS  OF  THE  LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE
STATE  IN  WHICH  THE  PREMISES  IS  LOCATED.
--------------------------------------------------------------------------------

The  parties  hereto  have  executed  this  Lease  at the place and on the dates
specified  above  their  respective  signatures.

Executed  at:                          Executed  at:
     --------------------------------               ----------------------------
     November  15,  2002               on November 15, 2002
     --------------------------------     --------------------------------------

By LESSOR                              By LESSEE:

     Jeffrey  R.  Bennett                 Advanced Fuel Filtration Systems, Inc.
     --------------------------------     --------------------------------------
     Jeffrey  R.  Bennett                 1275  Graphite  Drive
     --------------------------------     --------------------------------------
                                          Corona,  CA  92881
By:                                    By: /s/  Douglas  L.  Parker
     --------------------------------     --------------------------------------
Name  Printed:                         Name Printed: Douglas  L.  Parker
     --------------------------------               ----------------------------
Title:                                 Title: President/CEO
      -------------------------------        -----------------------------------
                                             (909) 620-9270, Fax: (909) 520-9275

By:                                    By: /s/Mitch  Lienen
     --------------------------------     --------------------------------------
Name  Printed:                         Name Printed: Mitch  Lienen
     --------------------------------               ----------------------------
Title:                                 Title: President
      -------------------------------        -----------------------------------
Address:                               Address: Gale Trucking,1256 Magnolia Ave.
        -----------------------------          ---------------------------------
Telephone:                             Telephone: (909) 371-1704
          ---------------------------            -------------------------------
Facsimile:                             Facsimile: (909) 371-1706
          ---------------------------            -------------------------------
Federal  ID  No.                       Federal  ID  No.
                ---------------------                  -------------------------


LESSEE:  These forms are often modified to meet the changing requirements of law
and Industry needs. Always write or call to make sure you are utilizing the most
current  form:  AMERICAN  INDUSTRIAL  REAL  ESTATE  ASSOCIATION,  700 So. Flower
Street,  Suite  600, to Angeles, California 9Q017|[213) 687-877 '. Fax No. (213)
687-8616


                                  PAGE 11 OF 11
                                                            Initials /s/  DP, AL
                                                                    ------------
<PAGE>
                  AMENDMENTS TO STANDARD INDUSTRIAL/COMMERCIAL
                           SINGLE-TENANT LEASE BETWEEN
                               CORONA SERVICE PARK
                                       AND
                     ADVANCED FUEL FILTRATION SYSTEMS, INC.
                                       AND
                                  GALE TRUCKING

1.5       Base  Rent:  $7,000.00 per month payable on the 15th day of each month
          Commencing November 15, 2002. This base rent payment is broken down as
          follows  $6,500.00  for  rent  and  $500.00 for property taxes for the
          first 12 months $7,000 for rent and $500.00 for property taxes for the
          last  7  months.
1.6       Base  Rent Paid Upon Execution: $7,000.00 to include property taxes of
          $500.00  as  Base  Rent  for  the  period.
1.8       Agreed  Use: The yard shall be used for the storage of trucks. A total
          of  $1,500.00 is paid for storage of the trucks for the period of time
          of  October  29  through  14  November  2002.
1.12      Addenda  and  Exhibits.  Attached  hereto  is an Addendum or Addenda
          consisting  of Paragraphs 50 through 51 and Exhibit A to show existing
          soil  contamination,  all  of  which  constitute a part of tins Lease.
2.2       Condition. Lessor agrees to have HVAC system serviced and placed under
          yearly maintenance contract prior to Advanced Fuel Filtration Systems,
          Inc.  taking  responsibility for maintenance and repair of HVAC units.
6.2.(f)   Lessor agree: to have an Advanced Fuel Filtration Systems, Inc.
          Registered  Environmental  Agent  (REA)  do  a  surface  contamination
          report.  Digital  photographs  of  any  areas  with contamination will
          become  an  exhibit  to  this  lease agreement, This REA will submit a
          detailed  proposal  regarding  scope  of  work required to remove sack
          contamination  and  related  costs.  Without  a  more  extensive
          investigation Advanced Fuel Filtration Systems, Inc. cannot verify the
          existence  of  any  subsurface  contamination.  It  is  the  intent of
          Advanced  Fuel  Filtration  Systems, Inc. to simply remove, that which
          can  be  seen  visually,  as  to  give  both parties a higher level of
          comfort,  as  to  the  condition  of the property before occupancy vs.
          Advanced  Fuel  Filtration  Systems,  Inc vacating the property in the
          future.


<PAGE>

                  AMENDMENTS TO STANDARD INDUSTRIAL/COMMERCIAL
                           SINGLE-TENANT LEASE BETWEEN
                               CORONA SERVICE PARK
                                       AND
                     ADVANCED FUEL FILTRATION SYSTEMS, INC.
                                       AND
                                  GALE TRUCKING

7.1(a)    Lessor  agrees  to  have  HVAC  System  serviced  and  placed  under a
          yearly  maintenance  contract.  Advanced Fuel Filtration Systems, Inc.
          and  ARB  shall  split  the  maintenance  costs  on  a  50/50  basis.

          The  track for the rolling yard gate will be repaired in such a manner
          so  as  to  allow Advanced Fuel Filtration Systems, Inc. to install an
          automatic  opening/closing  system.

7.3       Lessor  agrees  to  hire  and  pay  an  electrician  to  move  the two
          electrical  panels  in  the  yard to the nearest fence and to stub all
          electrical  and  water  connections  subsurface.  This  item  is to be
          started  prior  to  the  commencement  date of the lease (November 15,
          2002)  and to  be  completed  as  expeditiously  as  possible.

7.3(b)    Both  Lessor  and  Lessee  are  in  agreement  that  Advanced  Fuel
          Filtration  Systems,  Inc.  has permission to install additional flood
          lights  at  the  rear  of the building to  better light the yard. This
          expense  will  be  borne  by  Advanced  Fuel Filtration  Systems, Inc.

          Advanced Fuel Filtration Systems, Inc. with the permission of the City
          of  Corona  shall insert plastic/poly slats in the existing chain link
          fence  to  provide  privacy. In the event the City denies this request
          and  instead  requires  the  construction  of  a cinder block wall the
          expense  of  this  construction  shall  be  borne  by  Lessor.

          Advanced Fuel Filtration Systems, Inc. with the permission of the City
          of  Corona  shall  pave  the  yard  with crushed gravel and heavy salt
          water,  to  protect  its  vehicles  and  to  minimize  dust.

10.2(a)   Annual  property  taxes  shall  be paid on a monthly basis included in
          the  gross  rent.  The property tax portion of the gross rent shall be
          Five  Hundred  Dollars  ($500,00).


                                                                      /s/ DP, ML
                                                                      ----------
                                                                       INITIALS


<PAGE>
                  AMENDMENTS TO STANDARD INDUSTRIAL/COMMERCIAL
                           SINGLE-TENANT LEASE BETWEEN
                               CORONA SERVICE PARK
                                       AND
                     ADVANCED FUEL FILTRATION SYSTEMS, INC.
                                       AND
                                  GALE TRUCKING

It is understood between the parties that this lease is to be vacated, if the
City of Corona or any other regulatory body declares that it is not proper or
permitted for Advanced Fuel Filtration Systems, Inc. to conduct business legally
on  this property, because of its trucking operations within ninety (90) days.
If this were to occur then Advanced Fuel Filtration Systems, Inc with written
verification that the business permit was denied, is only liable for two (2)
months of lease payments.

It is understood that Advanced Fuel Filtration Systems, Inc. has the option of
two one year extensions at the end of the 19 month original lease. These options
will be discussed and reviewed by both parties six (6) months prior to the end
of the current contract/extension.


                                                                      /s/ DP, ML
                                                                      ----------
                                                                       INITIALS


<PAGE>