Exhibit 10.5


                  Cornerstone Suburban Office, L.P.,
                  A Delaware Limited Partnership







                  Office Lease
                  by and between
                  Cornerstone Suburban Office, L.P., and
                  CE Corn, Inc., a Delaware corporation






                  For:              First Financial Plaza
                                    16830 Ventura Boulevard, Suite 211
                                    Encino, CA 91436
































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                                  OFFICE LEASE

     THIS  LEASE,  made as of this  24th day of  December,  1999 by and  between
CORNERSTONE SUBURBAN OFFICE,  L.P., a Delaware limited partnership  ("Landlord")
through its agent  CORNERSTONE REAL ESTATE ADVISERS,  INC., having an address at
10866 Wilshire Boulevard, Suite 800, Los Angeles,  California 90024 and CB Corn,
Inc., a Delaware  Corporation  ("Tenant"),  having its principal office at 16830
Ventura Blvd., Suite 211Encino, CA 91436.

                                      INDEX

Article Title

1.       Basic Provisions
2.       Premises, Term and Commencement Date
3.       Rent
4.       Taxes and Operating Expenses
5.       Landlord's Work, Tenant's Work, Alterations and Additions
6.       Use
7.       Services
8.       Insurance
9.       indemnification
10.      Casualty Damage
11.      Condemnation
12.      Repair and Maintenance
13.      Inspection of Premises
14.      Surrender of Premises.
15.      Holding Over
16.      Subletting and Assignment
17.      Subordination, Attornment and Mortgagee Protection
18.      Estoppel Certificate
19.      Defaults
20.      Remedies of Landlord
21.      Quiet Enjoyment
22.      Accord and Satisfaction
21.      Security Deposit
24.      Brokerage Commission
25.      Force Majeure
26.      Parking
27.      Hazardous Materials
28.      Additional Rights Reserved by Landlord
29.      Defined Terms
30.      Miscellaneous Provisions

EXHIBITS

Exhibit A           Plan Showing Property and Premises
Exhibit B           Landlord's Work Letter
Exhibit C           Tenant's Work
Exhibit D           Building's Rules and Regulations; Janitorial Specifications
Exhibit E           Commencement Date Confirmation




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                                   ARTICLE 2.

                      PREMISES, TERM AND COMMENCEMENT DATE

     Landlord  hereby  leases and demises to the Tenant and Tenant  hereby takes
and leases from Landlord that certain space identified in Article I and shown on
a plan attached hereto as Exhibit A ("Premises") for a term ("Term")  commencing
on the Commencement  Date and ending on the Expiration Date set forth in Article
1, unless sooner terminated as provided herein, subject to the provisions herein
contained.  The  Commencement  Date set forth in Article 1 shall be  advanced to
such earlier date as Tenant commences  occupancy of the Premises for the conduct
of its business.  Such date shall be confirmed by execution of the  Commencement
Date  Confirmation  in the form as set forth in  Exhibit E. If  Landlord  delays
delivering  possession  of  the  Premises  or  substantial   completion  of  any
Landlord's  Work  under  Exhibit B, this  Lease  shall not be void or  voidable,
except as provided in Article 5, and Landlord  shall have no liability  for loss
or damage resulting therefrom.

                                   ARTICLE 3.

                                      RENT

 A.     Monthly Rent.  Tenant shall pay Monthly Rent in advance on or before the
        first day of each month of the Term.  The Term shall commence and end on
        a day  other  than the first day of a month,  the  Monthly  Rent for the
        first and last partial month shall be prorated on a per diem basis. Upon
        the execution of this Lease, Tenant shall pay one installment of Monthly
        Rent for the first foil month of the Term and a  prorated  Monthly  Rent
        for any partial month which may precede it.

 B.     Additional Rent. All costs and. expenses. which Tenant assumes or agrees
        to pay and any  other sum  payable  by Tenant  pursuant  to this  Lease,
        including,   without  limitation,  its  share  of  Taxes  and  Operating
        Expenses, shall be deemed Additional Rent

 C.     Rent.  Monthly Rent,  Additional Rent. Taxes and Operating  Expenses and
        any other amounts  which Tenant is or becomes  obligated to pay Landlord
        under this Lease are herein referred to collectively as "Rent",  and all
        remedies  applicable to the  nonpayment of Rent shall be applicable  the
        Landlord may apply payments  received from Tenant to any  obligations of
        Tenant  then  accrued,  without  regard  to such  obligations  as may be
        designated by Tenant.

 D.     Place of Payment, Late Charge, Default Interest.  Rent and ether charges
        required to be paid under this Lease, no matter how described,  shall be
        paid by Tenant to Landlord at the Building  Manager1s  address listed in
        Article I, or to such  other  person  and/or  address  as  Landlord  may
        designate in writings  without any prior  notice or demand  therefor and
        without deduction or set-off or counterclaim and without relief from any
        valuation or  appraisement  laws.  In the event Tenant fails to pay Rent
        due under  this  Lease  within  ten (10) days of due date of said  Rent,
        Tenant  shall pay to Landlord a late charge of ten percent  (10%) on the
        amount  overdue.  Any Rent not paid when due shall also bear interest at
        the Default Rate.



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                                   ARTICLE 4.

                          TAXES AND OPERATING EXPENSES

 A.     Payment of Taxes end Operating  Expenses.  It is agreed that during each
        Lease Year  beginning  with the first month of the second Lease Year and
        each month  thereafter  during the original Lease Term, or any extension
        thereof,  Tenant shall pay to Landlord as  Additional  Rent, at the same
        time as the Monthly Rent is paid, an amount equal to one-twelfth  (1/12)
        of  Landlord's   estimate  (as   determined  by  Landlord  in  Its  sole
        discretion) of Tenant's Pro Rata Share of any projected  increase in the
        Taxes or Operating  Expenses for the particular  Lease Year in excess of
        the  Tax  Base or  Operating  Expenses  Base,  as the  case  may be (the
        "Estimated  Escalation  Increase").  A final adjustment (the "Escalation
        Reconciliation")  to be made between the parties as soon as  practicable
        following the end of each Lease Year,  but in no event later than ninety
        (90) days after the end of each Lease Year.  In computing  the Estimated
        Escalation  Increase for any particular Lease Year,  Landlord shall take
        into account any prior increases in Tenant's Pro Rita Share of Taxes and
        Operating  Expenses.  If during any Lease Year the Estimated  Escalation
        Increase is less than the Estimated Escalation Increase for the previous
        Lease Year on which Tenant's share of taxes and Operating  Expenses were
        based for said year,  such  Additional  Rent payments,  attributable  to
        Estimated  Escalation  increase,  to be paid by Tenant for the new tease
        Year shall be decreased accordingly; provided, however, in no event will
        the Rent paid by Tenant  hereunder  ever be less than the  Monthly  Rent
        plus all other amounts of Additional Rent.

        As soon as  practicable  following the end of each Lease Year,  Landlord
        shall  submit  to  Tenant  a  statement   setting  forth  the  Estimated
        Escalation  Increase,  if any.  Beginning  with said  statement  for the
        second Lease Year, it shall also set forth the Escalation Reconciliation
        for the Lease  Year just  completed.  To the extent  that the  Operating
        Expense Escalation is different from the Estimated  Escalation  Increase
        upon which Tenant paid Rent during the Lease Year just completed, Tenant
        shall pay  Landlord  the  difference  in cash  within  thirty  (30) days
        following receipt by Tenant of such statement from Landlord,  or receive
        a credit on future Rent owing  hereunder  (or cash if there is no future
        Rent owing  hereunder)  as the case may be. Until Tenant  receives  such
        statement,  Tenant's  Rent for the new Lease Year shall  continue  to be
        paid  at the  rate  being  paid  for  the  particular  Lease  Year  just
        completed,  but Tenant shall commence payment to Landlord of the monthly
        installment of Additional Rent on the basis of said statement  beginning
        on the  first  day of the  month  following  the  month in which  Tenant
        receives  such  statement.  In  addition  to the above,  if,  during any
        particular  Lease Year,  there is a change in the  information  on which
        Landlord  based  the  estimate  upon  which  Tenant is then  making  its
        estimated payment of Taxes and Operating Expenses so that such Estimated
        Escalation Increase furnished to Tenant is no longer accurate,  Landlord
        shall be  permitted  to revise  such  Estimated  Escalation  Increase by
        notifying  Tenant,  and  there  shall  be such  adjustments  made in the
        Additional  Rent on the first day of the month  following the serving of
        such  statement on Tenant as shall be necessary by either  increasing or
        decreasing, as the case may be, the amount of Additional Rent then being
        paid by Tenant for the  balance of the Lease Year (but in no event shall
        any such  decrease  result in a reduction  of the rent below the Monthly
        Rent plus all other amounts of Additional Rent). Landlord's and Tenant's

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        responsibilities   with  respect  to  the  Tax  and  Operating   Expense
        adjustments  described  herein  shall  survive the  expiration  or early
        termination of this Lease.

        If the Building is not fully occupied during any particular  Lease Year,
        Landlord  may adjust  those  Operating  Expenses  which are  affected by
        Building occupancy fur the particular Lease Year, or portion thereof, as
        the case may be, to reflect an  occupancy  of not less than  ninety-five
        percent (95%) of all such rentable area of the Building.

 B.     Disputes Over Taxes or Operating Expenses. If Tenant disputes the amount
        of an adjustment or the proposed estimated increase or decrease in Taxes
        or Operating Expenses, Tenant shall give Landlord written notice of such
        dispute  within thirty (30) days after  Landlord  advises Tenant of such
        adjustment or proposed  increase or decrease.  Tenant's  failure to give
        such notice shall waive its right to dispute the amounts so  determined.
        If Tenant timely objects,  Tenant shall have the right to engage Its own
        accountants  ("Tenant's  Accountants")  for the purpose of verifying the
        accuracy  of the  statement  in  dispute  or the  reasonableness  of the
        adjustment or estimated  increase or decrease.  If Tenant's  Accountants
        determine that an error has been made, Landlord and Tenant's Accountants
        shall  endeavor to agree upon the matter,  failing  which  Landlord  and
        Tenant's  Accountants  shall  jointly  select an  independent  certified
        public accounting firm (the "Independent  Accountant")  which firm shall
        conclusively  determine whether the adjustment or estimated  increase or
        decrease is  reasonable,  and if not,  what amount is  reasonable.  Both
        parties shall be bound by such determination. If Tenant's Accountants do
        not  participate in choosing the Independent  Accountant  within 20 days
        notice by Landlord,  then Landlord's  determination of the adjustment or
        estimated  increase or decrease shall be  conclusively  determined to be
        reasonable  and Tenant  shall be bound  thereby.  All costs  incurred by
        Tenant in obtaining Tenant's Accountants and the cost of the Independent
        Accountant shall be paid by Tenant unless Tenant's  Accountants disclose
        an  error,  acknowledged  by  Landlord  (or  found to have  conclusively
        occurred by the  Independent  Accountant) of more than ten percent (10%)
        in the computation of the total amount of Taxes or Operating Expenses as
        set forth in the  statement  submitted  by Landlord  with respect to the
        matter in dispute;  in which  event  Landlord  shall pay the  reasonable
        costs incurred by Tenant in obtaining such audits. Tenant shall continue
        to timely pay  Landlord the amount of the prior  year's  adjustment  and
        adjusted  Additional  Rent determined to be incorrect as aforesaid until
        the parties have  concurred  as to the  appropriate  adjustment  or have
        deemed to be bound by the determination of the Independent Accountant in
        accordance with the preceding terms.  Landlord's delay in submitting any
        statement  contemplated  herein  for any Lease Year shall not affect the
        provisions  of this  Paragraph,  nor  constitute a waiver of  Landlord's
        rights as set forth herein for said Lease Year or any  subsequent  Lease
        Years during the Lease Term or any extensions thereof.

                                   ARTICLE 5.

                         LANDLORD'S WORK, TENANT'S WORK,

                            ALTERATIONS AND ADDITIONS

 A.     Landlords Work. Landlord shall construct the Premises in accordance with

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        Landlord's  obligations as set forth in the work Letter  attached hereto
        as Exhibit B, and hereinafter referred to as "Landlord's Work." Landlord
        will  deliver  the  Premises  to  Tenant  with  all of  Landlord's  Work
        completed  (except for minor and non-material  punch list items which in
        Landlord's  reasonable  judgment  will not delay  completion of Tenant's
        Work,  as defined in  subparagraph  B of this  Article) on or before the
        date specified in Exhibit B and Tenant agrees  thereupon to commence and
        complete  Tenant's Work on or before the Commencement  Date. If Landlord
        is delayed in completing  Landlord's Work by strike,  shortages of labor
        or materials,  delivery  delays or other matters  beyond the  reasonable
        control of Landlord,  then Landlord  shall give notice thereof to Tenant
        and the date on which  Landlord is to turn the  Premises  over to Tenant
        for Tenant's  Work and the  Commencement  Date shall be postponed for an
        equal number of days as the delay as set forth in the notice. Providing,
        however,  if such delays exceed one hundred and twenty (120) days,  then
        either  Landlord or Tenant upon notice to the other shall have the right
        to  terminate  this Lease  without  liability  to either  party.  If the
        Commencement Date is postponed as aforesaid,  Tenant agrees upon request
        of Landlord to execute a writing  confirming  the  Commencement  Date on
        such form as set forth in Exhibit E attached hereto.

 B.     Tenant's  Work.  On and  after  the date  specified  in the  immediately
        preceding  subparagraph  A for  delivery  of the  Premises to Tenant for
        Tenant's Work;  Tenant; at its sole cost and expense,  shall perform and
        complete all other improvements to the Premises (herein called "Tenant's
        Work")  including,  but not  limited  to,  all  improvements,  work  and
        requirements  required of Tenant wider the foregoing work letter. Tenant
        shall  complete  all of Tenant's  Work in good and  workmanlike  manner,
        fully paid for and free from  liens,  in  accordance  with the plans and
        specifications  approved by Landlord and Tenant as provide in Exhibit C,
        on or prior to the scheduled  Commencement  Date. Tenant shall also have
        the right  during this  period to come onto the  Premises to install its
        fixtures  and  prepare  the  Premises  for  the  operation  of  Tenant's
        business.  Notwithstanding the fact that foregoing  activities by Tenant
        will occur prior to the scheduled  Commencement Date, Tenant agrees that
        all of  Tenant's  obligations  provided  for in this Lease  shall  apply
        during such period with the exception of any obligation to pay Rent.

 C.     Alterations.   Except  as   provided   in  the   immediately   preceding
        subparagraph,  Tenant  shall make no  alterations  or  additions  to the
        Premises  without  the prior  written  consent  of the  Landlord,  which
        consent Landlord may grant or withhold in its sole discretion.

 D.     Liens.  Tenant shall give  Landlord at least ten (10) days prior written
        notice (or such  additional  time as may be necessary  under  applicable
        laws) of the  commencement  of any Tenant's Work, to afford Landlord the
        opportunity  of posting  and  recording  notices of  non-responsibility.
        Tenant will not cause or permit any mechanic's, materialman's or similar
        liens or  encumbrances  to be flied or mist  against the Premises or the
        Building or Tenant's interest in this Lease in connection with work done
        under this:  Article or in connection with any other work.  Tenant shall
        remove any such lien or encumbrance  by bond or otherwise  within twenty
        (20) days from the date of their  existence.  If Tenant  fails to do so,
        Landlord may pay the amount or take such other action as Landlord  deems
        necessary  to  remove  any  such  lien  or  encumbrance,  without  being
        responsible to investigate the validity  thereof The amounts so paid and

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        costs incurred by Landlord,  shall be deemed  Additional Rent under this
        Lease and payable in full upon demand.

 E.     Compliance with ADA.  Notwithstanding anything to the contrary contained
        in this  Lease,  Landlord  and  Tenant  agree  that  responsibility  for
        compliance with the Americans With  Disabilities Act of 1990 (the "ADA")
        shall be allocated as follows:  (I) Landlord  shall be  responsible  for
        compliance  with the  provisions  of Title Ill of the ADA for all Common
        Areas,  including  exterior  and  interior  areas  of the  Building  not
        included  within the  Premises or the  premises of other  tenants;  (II)
        Landlord  shall be  responsible  for  compliance  with the provisions of
        Title III of the ADA for any construction,  renovations, alterations and
        repairs  made  within the  Premises if such  construction,  renovations,
        alterations or repairs are made by Landlord for the purpose of improving
        the Building  generally or are done as Landlord's Work and the plans and
        specifications  for the  Landlord's  Work were  prepared  by  Landlord's
        architect or space  planner and were not provided by Tenant's  architect
        or space planner,  (iii) Tenant shall be responsible for compliance with
        the   provisions  of  Title  III  of  the  ADA  for  any   construction,
        renovations,  alteration  and repairs  made within the  Premises if such
        construction,  renovations,  alterations and repairs are made by Tenant,
        its employees, agents or contractors, at the direction of Tenant or done
        pursuant to plans and  specifications  prepared or provided by Tenant or
        Tenant's architect or space planner.

                                   ARTICLE 6.

                                       USE

 A.     Use. Tenant shall use the Premises for general office purposes,  and for
        no other purpose whatsoever, subject to and in compliance with all other
        provisions of this Lease,  including  without  limitation the Building's
        Rules and  Regulations  attached  as  Exhibit D hereto.  Tenant  and its
        invitees  shall  also have the  non-exclusive  right,  along  with other
        tenants of the Building and others  authorized  by Landlord,  to use the
        Common Areas  subject to such rules and  regulations  as Landlord in its
        discretion may impose from time to time.

 B.     Restrictions.  Tenant shall not at any time use or occupy,  or suffer or
        permit anyone to use or occupy, the Premises or do or permit anything to
        be done in the Premises  which:  (a) causes or is liable to cause injury
        to persons, to the Building or its equipment, facilities or systems; (b)
        impairs or tends to impair the  character,  reputation  or appearance of
        the Building as a first class office  building;  (c) impairs or tends to
        impair the proper and economic maintenance,  operation and repair of the
        Building  or its  equipment,  facilities  or  systems;  or (d) annoys or
        inconveniences  or  tends to annoy or  inconvenience  other  tenants  or
        occupants of the Building.

 C.     Compliance with Laws.  Tenant shall keep and maintain the Premises,  its
        use thereof and its business in compliance with all,  governmental laws,
        ordinances,  rules and  regulations.  Tenant  shall comply with all Laws
        relating to the Premises and  Tenant's  use thereof,  including  without
        limitation,  Laws  requiring the Premises to be closed on Sundays or any
        other days or hours and Laws in connection  with the health,  safety and
        building codes, and any permit or license  requirements.  Landlord makes
        no representation that the Premises are suitable for Tenant's purposes.
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                                   ARTICLE 7.

                                    SERVICES

 A.     Climate Control.  Landlord shall furnish heat or air conditioning to the
        Premises  during  Normal  Business  Hours of  Building  as set  forth in
        Article  1  as  required  in  Landlord's  reasonable  judgment  for  the
        comfortable use and occupation of the Premises.  If Tenant requires heat
        or air  conditioning  at any other time,  Landlord  shall use reasonable
        efforts to furnish such service upon reasonable notice from Tenant,  and
        Tenant shall pay all of Landlord's charges therefor on demand.

        The  performance  by Landlord of its  obligations  under this Article is
        subject to Tenant's  compliance  with the terms at this Lease  including
        any connected electrical load established by Landlord.  Tenant shall not
        use the Premises or any part thereof in a manner  exceeding the beating,
        ventilating or  air-conditioning  ("HVAC") design conditions  (including
        any occupancy or connected  electrical load  conditions),  including the
        rearrangement  of  partitioning  which  may  interfere  with the  normal
        operation  of the  HVAC  equipment,  or  the  use of  computer  or  data
        processing  machines or other  machines or  equipment  in excess of that
        normally required for a standard office use of the Premises. If any such
        use  requires  changes  in the  HVAC or  plumbing  systems  or  controls
        servicing  the  Premises  or  portions   thereof  in  order  to  provide
        comfortable occupancy,  such changes may be made by Landlord at Tenant's
        expense and Tenant agrees to promptly pay any such amount to Landlord as
        Additional Rent.

 B.     Elevator Service. If the Building is equipped with elevators,  Landlord,
        during Normal Business Hours of Building, shall furnish elevator service
        to Tenant to be used in common with others.  At least one elevator shall
        remain in service  during all other  hours.  Landlord  may  designate  a
        specific elevator for use as a service elevator.

 C.     Janitorial  Services.  Landlord  shall provide  janitorial  and cleaning
        services  to the  Premises,  substantially  as  described  in  Exhibit D
        attached  hereto.  Tenant shall pay to Landlord on demand the reasonable
        costs  incurred by  Landlord  for (i) any  cleaning  of the  Premises in
        excess of the  specifications  in  Exhibit D for any  reason  including,
        without  limitation,  cleaning required because of (A) misuse or neglect
        on the  part  of  Tenant  or  Tenant's  agents,  contractors,  invitees,
        employees  and  customers,  (B) the use of portions of the  Premises for
        special purposes  requiring greater or more difficult cleaning work than
        office areas,  (C) interior  glass  partitions or unusual  quantities of
        interior glass  surfaces,  and (D)  non-building  standard  materials or
        finishes  installed by Tenant or at its  request;  and (ii) removal from
        the  Premises  of any  refuse  and  rubbish  of Tenant in excess of that
        ordinarily  accumulated  in general  office  occupancy or at times other
        than Landlord's standard cleaning times.

 D.     Water and Electricity.  Landlord shall make available  domestic water in
        reasonable  quantities  to the common areas of the Building  (and to the
        Premises  if so  designated  in  Exhibit B) and cause  electric  service
        sufficient  for lighting the Premises and for the  operation of Ordinary
        Office   Equipment.   "Ordinary  Office  Equipment"  shall  mean  office
        equipment  wired for 120 volt electric  service and rated and using less
        than 6  amperes  or 750  watts  of  electric  current  or  other  office
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        equipment  approved  by Landlord  in  writing.  Landlord  shall have the
        exclusive right to make any replacement of lamps,  fluorescent tubes and
        lamp ballasts in the Premises.  Landlord may adopt a system of relamping
        and ballast replacement periodically on a group basis in accordance with
        good  management  practice.  Tenant's  use  of  electric  energy  in the
        Premises shall not at any time exceed the capacity of any of the risers,
        piping,  electrical  conductors  and other  equipment  in or serving the
        Premises.  In order to insure that such  capacity is not exceeded and to
        avert any possible  adverse effect upon the Building's  electric system,
        Tenant  shall not,  without  Landlord's  prior  written  consent in each
        instance,  connect  appliances  or  heavy  duty  equipment,  other  than
        ordinary office equipment, to the Building's electric system or make any
        alteration  or  addition  to  the  Building's  electric  system.  Should
        Landlord grant its consent in writing, all additional risers, piping and
        electrical  conductors or other equipment  therefor shall be provided by
        Landlord and the cost thereof  shall be paid by Tenant within 10 days of
        Landlord's  demand  therefor.  As a condition to granting  such consent,
        Landlord  may require  Tenant to agree to an increase in Monthly Rent to
        offset the expected cost to Landlord of such  additional  service,  that
        is, the cost of the additional  electric  energy to be made available to
        Tenant based upon the estimated  additional  capacity of such additional
        risers, piping and electrical conductors or other equipment. If Landlord
        and Tenant  cannot agree  thereon,  such cost shall be  determined by an
        independent  electrical  engineer,  to be selected by Landlord  and paid
        equally by both parties.

 E.     Separate Meters. If the Premises are separately metered for any utility,
        Tenant  shall  pay a utility  charge to  Landlord  (or  directly  to the
        utility company, if possible) based upon the Tenant's actual consumption
        as measured by the meter.  Landlord  also  reserves the right to install
        separate meters for the Premises to register the usage of all or any one
        of the  utilities  and in such event  Tenants  shall pay for the cost of
        utility  usage as metered to the  Premises and which is in excess of the
        usage reasonably  anticipated by Landlord for normal office usage of the
        Premises.  Tenant shall reimburse  Landlord for the cost of installation
        of meters if Tenant's actual usage exceeds the  anticipated  usage Level
        by more than 10 percent In any event,  Landlord  may  require  Tenant to
        reduce  its  consumption  to  the  anticipated  usage  level.  The  term
        "utility"  for  purposes  hereof  may  refer  to but is not  limited  to
        electricity, gas, water, sewer, steam, fire protection system, telephone
        or other  communication or alarm service, as well as HVAC, and all taxes
        or other charges thereon.

 F.     Interruptions.  Landlord  does  not  warrant  that  any of the  services
        referred to above, or any other services which Landlord may supply, will
        be free from  interruption and Tenant  acknowledges that any one or more
        of such  services  may be  suspended  by  reason of  accident,  repairs,
        inspections,  alterations  or  improvements  necessary to be made, or by
        strikes or lockouts,  or by reason of operation of law, or causes beyond
        the reasonable  control of Landlord.  Any interruption or discontinuance
        of service  shall not be deemed an eviction or  disturbance  of Tenant's
        use and  possession  of the Premises,  or any part  thereof,  nor render
        Landlord  liable to  Tenant  for  damages  by  abatement  of the Rent or
        otherwise,  nor relieve Tenant from performance of Tenant's  obligations
        under this Lease. Landlord shall however,  exercise reasonable diligence
        to restore any service so interrupted.

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 G.     Utilities Provided by Tenant.  Tenant shall make application in Tenant's
        own name for all  utilities  not  provided  by Landlord  and shall:  (i)
        comply  with  all  utility  company   regulations  for  such  utilities,
        including  requirements for the installation of meters,  and (ii) obtain
        such utilities directly from, and pay for the same when due directly to,
        the applicable utility company. The term "utilities" for purposes hereof
        shall  include but not be limited to  electricity,  gas,  water,  sewer,
        steam,  fire  protection,  telephone and other  communication  and alarm
        services,  as well as HVAC,  and all  taxes or  other  charges  thereon.
        Tenant shall  install and connect all  equipment  and lines  required to
        supply such utilities to the extent not already  available at or serving
        the Premises, or at Landlord's option shall repair, alter or replace any
        such existing items. Tenant shall maintain,  repair and replace all such
        items,  operate the same, so as to exceed the same in good working order
        and  condition.  Tenant shall not install any equipment or fixtures,  or
        use the  same,  so as to  exceed  the safe and  lawful  capacity  of any
        utility   equipment  or  Lines  serving  the  same.  The   installation,
        alteration, replacement or connection of any utility equipment and lines
        shall be subject to the requirements for alterations of the Premises set
        forth  in  Article  5.  Tenant  shall  ensure  that  all  Tenant's  HVAC
        equipment, is installed and operated at all times in a manner to prevent
        roof leaks, damage, or noise due to vibrations or improper installation,
        maintenance or operation.

                                   ARTICLE 8.

                                    INSURANCE

 A.     Required  Insurance.  Tenant shall  maintain  insurance  policies,  with
        responsible  companies  licensed  to do  business in the state where the
        Building is located  and  satisfactory  to  Landlord,  naming  Landlord,
        Landlord's  Building  Manager,  Cornerstone Real Estate Advisers,  Inc.,
        Tenant and any Mortgagee of Landlord,  as their respective interests may
        appear,  at its own cost and expense  including (1) "all risk"  property
        insurance which shall be primary on the lease improvements referenced in
        Article 5 and Tenant's  property,  including  its goods,  equipment  and
        inventory,  in an amount adequate to cover their  replacement cost; (ii)
        business interruption  insurance,  (iii) comprehensive general liability
        insurance on an  occurrence  basis with limits of liability in an amount
        not less than S 1,000,000 (One Million  Dollars)  combined  single limit
        for each occurrence.  The  comprehensive  general liability policy shall
        include contractual liability which includes the provisions of Article 9
        herein.

        On or before the Commencement Date of the Lease, Tenant shall furnish to
        Landlord and its Building Manager,  certificates of insurance evidencing
        the aforesaid insurance coverage, including naming Landlord, Cornerstone
        Real Estate Advisers,  Inc. and Landlord  Building Manager as additional
        insureds.  Renewal  certificates  must be furnished to Landlord at least
        thirty (30) days prior to the expiration date of such insurance policies
        showing the above coverage to be in final force and effect.

        All such insurance  shall provide that it cannot be canceled except upon
        thirty (30) days prior written  notice to Landlord.  Tenant shall comply
        with all rules and directives of any insurance board,  company or agency


                                       10
<PAGE>
        determining rates of hazard coverage for the Premises, including but not
        limited to the  installation  of any equipment  and/or the correction of
        any condition necessary to prevent any incense in such rates.

 B.     Waiver of  Subrogation.  Landlord  and Tenant  each  agree that  neither
        Landlord nor Tenant will have any claim  against the other for any toss,
        damage or injury which is covered by  insurance  carried by either party
        and for which  recovery from such insurer is made,  notwithstanding  the
        negligence  of either party in causing the loss.  This release  shall be
        valid  only if the  insurance  policy  in  question  permits  waiver  of
        subrogation  or if the  insurer  agrees in writing  that such  waiver of
        subrogation  will not  affect  coverage  under said  policy.  Each party
        agrees to use its best  efforts  to obtain  such an  agreement  from its
        insurer if the policy does not expressly permit a waiver of subrogation.

 C.     Waiver of Claims.  Except for claims  arising  from  Landlord's  willful
        misconduct  that  are  not  covered  by  Tenant's   insurance   required
        hereunder, Tenant waives all claims against Landlord for injury or death
        to  persons,  damage  to  property  or to any other  interest  of Tenant
        sustained  by Tenant or any party  claiming,  through  Tenant  resulting
        from: (i) any occurrence in or upon the Premises, (ii) leaking of roofs,
        bursting,  stoppage  or leaking of water,  gas,  sewer or steam pipes or
        equipment,  including sprinklers, (iii) wind, rain, snow, ice, flooding,
        freezing, fire, explosion,  earthquake, excessive heat or cold, or other
        casualty,  (iv) the Building,  Premises, or the operating and mechanical
        systems or equipment of the Building,  being defective,  or filling, and
        (v) vandalism,  malicious mischief,  theft or other acts or omissions of
        any  other  parties   including  without   limitation,   other  tenants,
        contractors  and invitees at the  Building.  Tenant agrees that Tenant's
        property loss risks shall be borne by its  insurance,  and Tenant agrees
        to look solely to and seek recovery only from its insurance  carriers in
        the event of such losses.  For purposes  hereof,  any deductible  amount
        shall be treated as though it were recoverable under such policies.


                                   ARTICLE 9.

                                 INDEMNIFICATION

     Tenant  shall  indemnify  and  hold  harmless   Landlord  and  its  agents,
successors  and assigns,  including its Building  Manager,  from and against all
injury, loss, costs,  expenses,  claims or damage (including attorney's fees and
disbursements)  to any  person  or  property  arising  from,  related  to, or in
connection  with any use or  occupancy of the Premises by or any act or omission
(including, without limitation,  construction and repair of the Premises arising
out of Tenant's Work or  subsequent  work) of Tenant,  its agents,  contractors,
employees,  customers,  and  invitees,  which  indemnity  extends to any and all
claims  arising from any breach or default in the  performance of any obligation
on  Tenant's  part  to  be  performed  under  the  terms  of  this  Lease.  This
indemnification shall survive the expiration or termination of the Lease Term.

     Landlord shall not be liable to Tenant for any damage by or from any act or
negligence of any co-tenant or other  occupant of the Building,  or by any owner
or occupants of adjoining or contiguous  property.  Landlord shall not be liable
for any injury or damage to persons or  property  resulting  in whole or in part

                                       11
<PAGE>
from the criminal  activities or willful misconduct of others. To the extent not
covered by all risk property  insurance,  Tenant agrees to pay for all damage to
the  Building,  as well as all damage to persons or property of other tenants or
occupants  thereof,  caused by the  negligence,  fraud or willful  misconduct of
Tenant or any of its agents,  contractors,  employees,  customers  and invitees.
Nothing  contained  herein shall be construed to relieve Landlord from liability
for any personal injury  resulting from its gross  negligence,  fraud or willful
misconduct.

                                   ARTICLE 10.

                                 CASUALTY DAMAGE

     Tenant shall promptly notify  Landlord or the Building  Manager of any fire
or other  casualty to the  Premises or to the extent it knows of damage,  to the
Building.  In the event the Premises or any substantial  part of the Building is
wholly or  partially  damaged or destroyed  by fire or other  casualty  which is
covered by Landlord's  insurance,  the Landlord will proceed to restore the same
to substantially the same condition existing immediately prior to such damage or
destruction  unless  such  damage  or  destruction  is  incapable  of  repair or
restoration  within one hundred  eighty (180) days, in which event Landlord may,
at  Landlord's  option and by written  notice given to Tenant  within sixty (60)
clays of such damage or  destruction,  declare this Lease  terminated  as of the
happening of such damage or  destruction.  If in Landlord's sole opinion the net
insurance  proceeds recovered by reason of the damage or destruction will not be
adequate to complete the  restoration  of the Building,  Landlord shall have the
right to  terminate  this Lease and all  unaccrued  obligations  of the  parties
hereto by sending a notice of such  termination  to Tenant To the  extent  after
fire or other casualty that Tenant shall be deprived of the use and occupancy of
the Premises or any portion thereof as a result of any such damage, destruction,
or the  repair  thereof,  providing  Tenant  did not  cause  the  fire or  other
casualty,  Tenant shall be relieved of the same  ratable  portion of the Monthly
Rent  hereunder as the amount of damaged or useless Space in the Premises  bears
to the rentable  square  footage of the Premises until such time as the Premises
may be restored.  Landlord shall  reasonably  determine the amount of damaged or
useless  space and the square  footage of the Premises  referenced  in the prior
sentence.

                                   ARTICLE 11.

                                  CONDEMNATION

     In the  event of a  condemnation,  or taking of the  entire  Premises  by a
public or  quasi-public  authority,  this Lease shall  terminate  as of the date
title vests in the public or quasi-public authority. In the event of a taking or
condemnation  of fifteen  percent (15%) or more (but less than the whole) of the
Building  and without  regard to whether the Premises are part of such taking or
condemnation,  Landlord  may elect to terminate  this Lease by giving  notice to
Tenant within sixty (60) days of Landlord receiving notice of such condemnation.
All compensation awarded for any condemnation shall be the property of Landlord,
whether such damages shall be awarded as a  compensation  for  diminution in the
value of the leasehold or to the fee of the Premises,  and Tenant hereby assigns
to Landlord all of Tenant's right, title and interest in and to any and all such
compensation.  Providing  however  that in the event this  Lease is  terminated,

                                       12
<PAGE>
Tenant  shall be  entitled  to make a separate  claim for the taking of Tenant's
personal  property  (including  fixtures  paid for by Tenant),  and for costs of
moving.  Notwithstanding anything herein to the contrary, any condemnation award
to Tenant shall be available only to the extent such award is payable separately
to Tenant and does not diminish the award available to Landlord or any Lender of
Landlord and such award shall be limited to the amount of Rent  actually paid by
Tenant to  Landlord  for the  period  of time for which the award is given.  Any
additional portion of such award shall belong to Landlord.

                                   ARTICLE 12.

                             REPAIR AND MAINTENANCE

 A.     Tenant's  Obligations.  Tenant  shall keep the  Premises in good working
        order, repair (and in compliance with all Laws now or hereafter adopted)
        and condition (which  condition shall be neat;  clean and sanitary,  and
        free of pests and rodents) and shall make all  necessary  non-structural
        repairs  thereto and any repairs to  non-Building  standard  mechanical,
        HVAC,  electrical  and plumbing  systems or components in or serving the
        Premises.  Tenant's  obligations  hereunder  shall  include  but  not be
        limited to Tenant's  trade  fixtures and  equipment,  security  systems,
        signs, interior decorations, floor-coverings,  wall-coverings, entry and
        interior  doors,  interior  glass,  light  fixtures and bulbs,  keys and
        locks,  and alterations to the Premises  whether  installed by Tenant or
        Landlord.

 B.     Landlord's  Obligations.  Landlord  shall make all necessary  structural
        repairs  to the  Building  and any  necessary  repairs  to the  Building
        standard  mechanical,  HVAC,  electrical,  and  plumbing  systems  in or
        servicing the Premises (the cost of which shall be included in Operating
        Expenses  under  Article 4),  excluding  repairs  required to be made by
        Tenant pursuant to this Article.  Landlord shall have no  responsibility
        to make any repairs unless and until Landlord receives written notice of
        the need for such repair.  Landlord  shall not be liable for any failure
        to make repairs or to perform any maintenance  unless such failure shall
        persist for an  unreasonable  time after written  notice of the need for
        such  repairs or  maintenance  is  received  by  landlord  from  Tenant.
        Landlord shall make every reasonable  effort to perform all such repairs
        or maintenance in such a manner (in its judgment) so as to cause minimum
        interference  with Tenant and the  Premises  but  Landlord  shall not be
        liable to Tenant for any interruption or loss of business  pertaining to
        such activities Landlord shall have the right to require that any damage
        caused by the willful  misconduct  of Tenant or any of Tenant's  agents,
        contractors, employees, invitees or customers, be paid for and performed
        by the Tenant (without limiting Landlord's other remedies herein).

 C.     Signs  and  Obstructions.  Tenant  shall  not  obstruct  or  permit  the
        obstruction of light, halls, Common Areas, roofs, parapets, stairways or
        entrances to the  Building or the  Premises  and will not affix,  paint,
        erect or inscribe any sign, projection,  awning, signal or advertisement
        of any kind to any part of the Building or the  Premises,  including the
        inside or outside of 'the windows or doors  without the willful  consent
        of Landlord.  Landlord  shall have the right to withdraw such consent at
        any time and to require Tenant to remove any sign,  projection,  awning,

                                       13
<PAGE>
        signal or  advertisement  to be affixed to the Building or the Premises.
        If such work is done by Tenant  through any person,  firm or corporation
        not designated by Landlord,  or without the express  written  consent of
        Landlord,   Landlord   shall  have  the  right  to  remove  such  signs,
        projections,  awnings, signals or advertisements without being liable to
        the Tenant by reason  thereof and to charge the cost of such  removal to
        Tenant as Additional  Rent,  payable  within ten (10) days of Landlord's
        demand therefor.

 D.     Outside  Services.  Tenant  shall not  permit,  except by  Landlord or a
        person or company  reasonably  satisfactory  to and approved by Landlord
        (1) the  extermination of vermin in, on or about the Premises;  (ii) the
        servicing of heating ventilating and air conditioning  equipment,  (iii)
        the collection of rubbish and trash other than in compliance  with local
        government  health  requirements  and in  accordance  with the rules and
        regulations established by Landlord,  which shall minimally provide that
        Tenant's rubbish and trash shall be kept in containers located so as not
        to be visible  to  members  of the  public  and in a  sanitary  and neat
        condition; or (iv) window cleaning,  janitorial services or similar work
        in the Premises.


                                   ARTICLE 13.

                             INSPECTION OF PREMISES

     Tenant shall permit the Landlord,  the Building  Manager and its authorized
representatives  to enter  the  Premises  to show  the  Premises  during  Normal
Business Hours of Building and at other reasonable times to inspect the Premises
and to make such repairs, improvements, alterations or additions in the Premises
or in the  Building of which they are a part as Landlord  may deem  necessary or
appropriate.


                                   ARTICLE 14.

                              SURRENDER OF PREMISES

     Upon the expiration of the Term, or sooner termination of the Lease, Tenant
shall quit and  surrender to Landlord the premises,  broom clean,  in good order
and  condition,  normal  wear and tear and  damage  by tire and  other  casualty
excepted. All leasehold improvements and other fixtures,  such as light fixtures
and HVAC  equipment,  wall  coverings,  carpeting and drapes,  in or serving the
Premises,  whether installed by Tenant or Landlord, shall be Landlord's property
and shall remain, all without  compensation,  allowance or credit to Tenant. Any
property not removed shall be deemed to have been abandoned by Tenant and may be
retained or disposed  of by  Landlord  at Tenant's  expense  free of any and all
claims of Tenant,  as Landlord  shall desire.  All property not removed from the
Premises by Tenant may be handled or stored by Landlord at Tenant's  expense and
Landlord shall not be liable for the value, preservation or safekeeping thereof.
At Landlord's option all or part of such property may be conclusively  deemed to
have been  conveyed by Tenant to Landlord as if by bill of sale without  payment
by  Landlord.  The Tenant  hereby  waives to the maximum  extent  allowable  the
benefit  of all  laws now or  hereafter  in  force  in this  state or  elsewhere
exempting property from liability for rent or for debt.

                                       14
<PAGE>
                                   ARTICLE 15.

                                  HOLDING OVER

     Tenant  shall pay  Landlord  200% of the  amount  of Rent  then  applicable
prorated on a per diem basis for each day Tenant shall retain  possession of the
Premises or any part thereof  after  expiration or earlier  termination  of this
Lease,  together with all damages sustained by Landlord on account thereof.  The
foregoing provisions shall not serve as permission for Tenant to hold-over,  nor
serve to extend the Term (although  Tenant shall remain bound to comply with all
provisions  of this Lease until Tenant  vacates the Premises and Landlord  shall
have the right at any time  thereafter  to enter and  possess the  Premises  and
remove all property and persons therefrom.

                                   ARTICLE 16.

                            SUBLETTING AND ASSIGNMENT

     Tenant shall not,  without the prior written consent of Landlord,  list the
Premises or any part thereof as available  for  assignment  or sublease with any
broker or agent or otherwise advertise, post, communicate or solicit prospective
assignees  or  subtenants  through any direct or indirect  means nor assign this
Lease or any interest  thereunder,  or sublet  Premises or any pert thereof,  or
permit the use of  Premises  by any party  other  than  Tenant In the event that
during  the term of this  Lease,  Tenant  desires  to  sublease  and  introduces
Landlord to a proposed  replacement tenant for Tenant,  which replacement tenant
has a good reputation, is of financial strength at Least equal to that of Tenant
(as  determined by Landlord in its sole  discretion,  and has a use for Premises
and a number of employees reasonably consistent with that of Tenant's operation,
the  Landlord  may  consider  such  replacement  tenant and notify  Tenant  with
reasonable promptness as to Landlord's choice, at Landlord's sole discretion, of
the following:

 (1)    That Landlord  consents to a subleasing of the Premises or assignment of
        the Lease to such  replacement  tenant provided that Tenant shall remain
        fully liable for all of its obligations and liabilities under this Lease
        and  provided  further  that  Landlord  shall be  entitled to any profit
        obtained by Tenant from such subletting or assignment; or

 (2)    That  upon  such   replacement   tenant's   entering   into  a  mutually
        satisfactory new Lease for the Premises with Landlord, then Tenant shall
        be released  from all further  obligations  and  liabilities  under this
        Lease  (excepting only any unpaid rentals or any  unperformed  covenants
        then past due under this Lease or any guarantee by Tenant of replacement
        tenant's obligations); or

 (3)    That Landlord  declines to consent to such sublease or assignment due to
        insufficient or  unsatisfactory  documentation  furnished to Landlord to
        establish  Tenant's  reputation,  financial strength and proposed use of
        and operations upon Premises; or

 (4)    That Landlord  elects to cancel the Lease and recapture the Premises (in
        the case of an assignment) or if Landlord  elects to cancel the Lease as
        to the portion  thereof  that Tenant had wished to  sublease.  In either
        such event Tenant shall  surrender  possession of the  Premises,  or the
        portion thereof which is the subject of Tenant's request on the date set

                                       15
<PAGE>
        forth in a notice from  Landlord in  accordance  with the  provisions of
        this lease  relating to the  surrender  of the  Premises.  If this Lease
        shall be canceled as to a portion of the Premises only, the Rent payable
        by Tenant  hereunder  shall be abated  proportionately  according to the
        ratio  that the area of the  portion  of the  Premises  surrendered  (as
        computed  by  Landlord)  bears to the area of the  Premises  immediately
        prior to such surrender.  If Landlord shall cancel this Lease,  Landlord
        may relet the Premises,  or the applicable  portion of the Premises,  to
        any other party (including, without limitation, the proposed assignee or
        subtenant of Tenant), without any liability to Tenant.

     In no case may Tenant  assign any options to  sublessee(s)  or  assignee(s)
hereunder,  all such options  being deemed  personal to Tenant only.  Consent by
Landlord  hereunder  shall in no way operate as a waiver by  Landlord  of, or to
release or discharge Tenant from, any liability under this Lease or be construed
to  relieve  Tenant  from  obtaining   Landlord's   consent  to  any  subsequent
assignment, subletting, transfer, use or occupancy.

                                   ARTICLE 17.

               SUBORDINATION, ATTORNMENT AND MORTGAGEE PROTECTION

     This Lease is subject and  subordinate  to all  Mortgages  now or hereafter
placed  upon the  Building,  and all other  encumbrances  and  matters of public
record applicable to the Building,  including without limitation, any reciprocal
easement or operating  agreements,  covenants,  conditions and  restrictions and
Tenant shall not act or permit the Premises to be operated in violation  thereof
if any foreclosure or power of sale proceedings are initiated by any Lender or a
deed in lieu is granted (or if any ground lease is  terminated),  Tenant agrees,
upon written  request of any such Lender or any  purchaser  at such  foreclosure
sale,  to attorn  and pay Rent to such  party and to  execute  and  deliver  any
instruments  necessary or appropriate to evidence or effectuate such attornment.
In the event of  attornment,  no  Lender  shall be:  (i)  liable  for any act or
omission of Landlord,  or subject to any offsets or defenses  which Tenant might
have  against  Landlord  (prior to such  Lender  becoming  Landlord  under  such
attornment),  (ii) liable for any security  deposit or bound by any prepaid Rent
not actually received by such Lender, or (iii) bound by any future  modification
of this Lease not consented to by such Lender. Any Lender may elect to make this
Lease  prior to the lien of its  Mortgage,  and if the  Lender  wider  any prior
Mortgage shall require,  this Lease shall be prior to any subordinate  Mortgage;
such elections  shall be effective upon written notice to Tenant.  Tenant agrees
to give any Lender by certified mail,  return receipt  requested,  a copy of any
notice of default  served by Tenant upon  Landlord,  provided that prior to such
notice  Tenant has been  notified  in writing  (by way of service on Tenant of a
copy of an assignment  of leases,  or otherwise) of the name and address of such
Lender.  Tenant  further  agrees that if Landlord shall have failed to cure such
default within the time permitted  Landlord for cure under this Lease,  any such
Lender  whose  address  has been so provide to Tenant  shall have an  additional
period of thirty (30) days in which to cure (or such  additional  time as may be
required due en causes beyond such Lendex's  control,  including  time to obtain
possession  of the Building by power of sale or judicial  action or deed in lieu
of  foreclosure).  The  provisions  of this  Article  shall  be  self-operative;
however,  Tenant shall execute such  documentation as Landlord or any Lender may
request  from time to time in order to  confirm  the  matters  set forth in this
Article in  recordable  form.  To the extent not  expressly  prohibited  by Law,


                                       16
<PAGE>
Tenant waives the provisions of any Law now or hereafter  adopted which may give
or purport to give  Tenant  any right or  election  to  terminate  or  otherwise
adversely  affect  this  Lease  or  Tenant's   obligations   hereunder  if  such
foreclosure or power of sale proceedings are initiated, prosecuted or completed.

                                   ARTICLE 18.

                              ESTOPPEL CERTIFICATE

     Tenant shall from time to time, upon written request by Landlord or Lender,
deliver to Landlord or Lender,  within ten (10) days after from  receipt of such
request, a statement in writing certifying (i) that this Lease is unmodified and
in full force and effect (or if there have been modifications,  identifying such
modifications  and certifying that the Lease, as modified,  is in full force and
effect);  (ii) the dates to which the Rent has been paid, (iii) that Landlord is
not in default  under any provision of this Lease (or if Landlord is in default,
specifying each such default);  and, (iv) the address to which notices to Tenant
shall be sent, it being  understood  that any such statement so delivered may be
relied upon in connection with any lease, mortgage or transfer.

     Tenant's  failure  to  deliver  such  statement  within  such time shall be
conclusive  upon Tenant that: (i) this Lease is in full force and effect and not
modified  except as Landlord may represent;  (ii) not more than one month's Rent
has been paid in advance;  (iii) there are no defaults by  Landlord;  and,  (iv)
notices to Tenant shall be sent to Tenant's Address as set forth in Article I of
this Lease.  Notwithstanding the presumptions of this Article,  Tenant shall not
be relieved of its obligation to deliver said statement.

                                   ARTICLE 19.

                                    DEFAULTS

     If Tenant:  (i) fails to pay when due any  installment  or other payment of
Rent,  or to keep in effect any  insurance  required to be  maintained;  or (ii)
vacates  or  abandons  the  Premises,  or  (iii)  becomes  insolvent,  makes  an
assignment  for the benefit of  creditors,  tiles a voluntary  bankruptcy  or an
involuntary petition in bankruptcy is filed against Tenant which petition is not
dismissed  within  sixty  (60) days of its  filing,  or (iv) fails to perform or
observe any of the other covenants, conditions or agreements contained herein on
Tenant's part to be kept or performed and such failure shall continue for thirty
(30) days after notice thereof given by or on behalf of Landlord,  or (v) if the
interest of Tenant  shall be offered for sale or sold under  execution  or other
legal  process  if Tenant  makes any  transfer,  assignment,  conveyance,  sale,
pledge,  disposition of all or a substantial portion of Tenant's property,  then
any such event or conduct shall constitute a "default" hereunder.

     If Tenant  shall file a voluntary  petition  pursuant to the United  States
Bankruptcy  Reform Act of 1978,  as the same may be from time to time be amended
(the  "Bankruptcy  Code,"  or  take  the  benefit  of any  insolvency  act or be
dissolved, or if an involuntary petition be flied against Tenant pursuant to the
Bankruptcy Code and said petition is not dismissed within thirty (30) days after
such tiling,  or if a receiver shall be appointed for its business or its assets
arid the  appointment  of such  receiver is not vacated  within thirty (30) days
after such appointment, or if it shall make an assignment for the benefit of its
creditors,  then Landlord shall have all of the rights provided for in the event
of nonpayment of the Rent.

                                       17
<PAGE>
     If any  alleged  default  on the' part of the  Landlord  hereunder  occurs,
Tenant shall give written  notice to Landlord in the manner herein set forth and
shall  afford  Landlord a  reasonable  opportunity  to cure any such  default In
addition,  Tenant shall send notice of such  default by certified or  registered
mail,  postage  prepaid,  to the holder of any Mortgage whose address Tenant has
been notified of in writing,  and shall afford such Mortgage holder a reasonable
opportunity  to cure any alleged  default on Landlord's  behalf In no event will
Landlord be  responsible  for any damages  incurred by Tenant  including but nor
limited to, lost profits or  interruption of business as a result of any alleged
default by Landlord hereunder.

                                   ARTICLE 20.

                              REMEDIES OF LANDLORD

The remedies provided Landlord under this Lease are cumulative.

 (a)    Upon the occurrence of any default,  Landlord may serve notice on Tenant
        that the Term and the  estate  hereby  vested in Tenant  and any and all
        other rights of Tenant  hereunder  shall cease on the date  specified in
        such notice and on the specified  date this Lease shall cease and expire
        as fully and with the effect as if the Term had  expired  for passage of
        time.

 (b)    Without  terminating  this  Lease in case of a default  or if this Lease
        shall be  terminated  for  default  as  provided  herein,  Landlord  may
        re-enter the Premises, remove Tenant, or cause Tenant to be removed from
        the  Premises  in such manner as Landlord  may deem  advisable,  with or
        without  legal  process,  and  using  such  reasonable  force  as may be
        necessary.  In the event of  re-entry  without  terminating  this Lease,
        Tenant  shall  continue  to be liable  for all  Rents and other  charges
        accruing or coming due under this Lease.

 (c)    If Landlord, without terminating this Lease, shall re-enter the Premises
        or if this Lease shall be terminated provided in paragraph (a) above:

        (i)    All Rent due from Tenant to Landlord shall  thereupon  become due
               and shall be paid up to the time of  re-entry,  dispossession  or
               expiration,   together   with   reasonable   costs  and  expenses
               (including, without limitation, attorney's fees) of Landlord;

        (ii)   Landlord, without any obligation to do so, may relet the Premises
               or any part  thereof for a term or terms which may at  Landlord's
               option be less than or exceed the period  which  would  otherwise
               have  constituted  the  balance  of the Term and may  grant  such
               concessions  in  reletting  as  Landlord,  in the exercise of its
               reasonable business judgment, deems desirable. In connection with
               such  reletting,  Tenant  shall be  liable  for all  costs of the
               reletting  including,   without  limitation,   rent  concessions,
               leasing  commissions,  legal fees and  alteration  and remodeling
               costs; and

        (iii)  If Landlord shall have terminated  this Lease.  Tenant shall also
               be liable to  Landlord  for all damages  provided  for in law and
               under  this  Lease  resulting  from  Tenant's  breach  including,


                                       18
<PAGE>
               without limitation,  the difference between the aggregate rentals
               reserved  under the terms of this  Lease for the  balance  of the
               Term together  with all other sums payable  hereunder as Rent for
               the  balance  of the  Term,  less  the fair  rental  value of the
               Premises  for  that  period  determined  as of the  date  of such
               termination.  For  purposes of this  paragraph,  Tenant  shall be
               deemed to include any guarantor or surety of the Lease.

 (d)    Tenant  hereby  waives all right to trial by jury in any  claim,  action
        proceeding or  counterclaim  by either  Landlord or Tenant  against each
        other or any matter  arising  out of or in any way  connected  with this
        Lease, the  relationship of Landlord and Tenant,  and/or Tenant's use or
        occupancy or the Premises.

 (e)    In addition to the above,  Landlord  shall have any and all other rights
        provided a Landlord under law or equity for breach of a tease or tenancy
        by a Tenant.



                                   ARTICLE 21.

                                 QUIET ENJOYMENT

     Landlord  covenants  and agrees with Tenant that so long as Tenant pays the
Rent and observes and performs all the terms, covenants,  and conditions of this
Lease on Tenant's  part to be observed and  performed,  Tenant may peaceably and
quietly enjoy the Premises subject, nevertheless, to the terms and conditions of
this Lease, and Tenant's possession will not be disturbed by anyone claiming by,
through, or under Landlord.


                                   ARTICLE 22.

                             ACCORD AND SATISFACTION

     No payment by Tenant or receipt  by  Landlord  of an amount  less than full
payment of Rent then due and payable shall be deemed to be other than on account
of the Rent then due and payable,  nor shall any endorsement or statement on any
check or any  letter  accompanying  any  check or  payment  as Rent be deemed an
accord and  satisfaction,  and Landlord may accept such check or payment without
prejudice to Landlord's  right to recover the balance of such Rent or pursue any
other remedy provided for in this Lease or available at law or in equity.


                                   ARTICLE 23.

                                SECURITY DEPOSIT

     To secure  the  faithful  performance  by  Tenant of all of the  covenants,
conditions  and  agreements  set  forth  in this  Lease to be  performed  by it,
including,  without  limitation,   foregoing  such  covenants,   conditions  and
agreements  in this  Lease  which  become  applicable  upon its  termination  by
re-entry or  otherwise,  Tenant has  deposited  with  Landlord  the sum shown in
Article 1 as a "Security Deposit" on the understanding:

                                       19
<PAGE>
 (a)    that the Security  Deposit or any portion  thereof may be applied to the
        curing of any default  that may exist,  without  prejudice  to any other
        remedy or remedies which the Landlord may have on account  thereof,  and
        upon such application  Tenant shall pay Landlord on demand the amount so
        applied which shall be added to the Security Deposit so the same will be
        restored to its original amount;

 (b)    that should the Premises be conveyed by Landlord,  the Security  Deposit
        or any balance thereof may be turned over to the Landlord's grantee, and
        if the same be turned over as aforesaid, Tenant hereby releases Landlord
        from any and all liability with respect to the Security  Deposit and its
        application or return,  and Tenant agrees to look solely to such grantee
        for such application or return; and,

 (c)    that Landlord may  commingle  the Security  Deposit with other funds and
        not be obligated to pay Tenant any interest;

 (d)    that the Security  Deposit shall not be considered as advance payment of
        Rent or a measure of damages for any default by Tenant,  nor shall it be
        a bar or defense to any actions by Landlord against Tenant;

 (e)    that  if  Tenant  shall  faithfully  perform  all of the  covenants  and
        agreements  contained  in this  Lease  on the part of the  Tenant  to be
        performed,,  the Security Deposit or any then remaining balance thereof,
        shall be returned to Tenant,  without interest,  within thirty (30) days
        after the expiration of the Term.  Tenant further covenants that it will
        not assign or encumber the money deposited  herein as a Security Deposit
        and that neither  Landlord nor its  successors or assigns shall be bound
        by any such assignment.  encumbrance,  attempted assignment or attempted
        encumbrance.

                                   ARTICLE 24.

                              BROKERAGE COMMISSION

     Landlord  and Tenant  represent  and warrant to each other that neither has
dealt with any broker,  finder or agent except for the  Broker(s)  identified in
Article I. Tenant  represents and warrants to Landlord that (except with respect
to the Broker  identified in Article I and with whom Landlord has entered into a
separate brokerage agreement) no broker, agent, commission salesperson, or other
person has represented  Tenant in the  negotiations  for and procurement of this
Lease and of the Premises and that no commissions,  fees, or compensation of any
kind are due and payable in connection herewith to any broker,  agent commission
salesperson,  or other  person.  Tenant  agrees to  indemnify  Landlord and hold
Landlord  harmless  from any and all claims,  suits,  or  judgments  (including,
without  limitation,  reasonable  attorneys'  fees and court  costs  incurred in
connection with any such claims, suits, or judgments,  or in connection with the
enforcement of this indemnity) for any foes, commissions, or compensation of any
kind which  arise out of or are in any way  connected  with any  claimed  agency
relationship not referenced in Article I.

                                   ARTICLE 25.

                                  FORCE MAJEURE


                                       20
<PAGE>
     Landlord shall be excused for the period of any delay in the performance of
any obligation hereunder when prevented from w doing by a cause or causes beyond
its  control,  including  all labor  disputes,  civil  commotion,  war,  war4ike
operations,  invasion,  rebellion,   hostilities,  military  or  usurped  power,
sabotage,   governmental  regulations  or  controls,  tire  or  other  casualty,
inability to obtain any material, services or financing, or through acts of God.
Tenant shall similarly be excused for delay in the performance of any obligation
hereunder, provided:

 (a)    nothing  contained  in this  Section or elsewhere in this Lease shall be
        deemed to excuse or permit any delay in the payment of the Rent,  or any
        delay in the cure of any  default  which may be cured by the  payment of
        money;

 (b)    no reliance by Tenant upon this  Section  shall limit or restrict in any
        way Landlord's right of self-help as provided in this Lease; and

 (c)    Tenant shall not be entitled to rely upon this  Section  unless it shall
        first have given  Landlord  notice of the existence of any force majeure
        preventing  the  performance of an obligation of Tenant within five days
        after the commencement of the force majeure.


                                   ARTICLE 26.

                                     PARKING

 (a)    Landlord  hereby  grants to Tenant  the  might,  in common  with  others
        authorized by Landlord,  to use the parking facilities owned by Landlord
        and shown on  Exhibit A, if any.  Landlord,  at its sole  election,  may
        designate the types and  locations of parking  spaces within the parking
        facilities which Tenant shall be allowed to use. Landlord shall have the
        right, at Landlord's  sole election,  to change said types and locations
        from  time  to  time;  provided,  however,  such  designation  shall  be
        uniformly  applied  and  shall  not  unfairly  favor  any  tenant in the
        Building.

 (b)    Commencing  on the  Commencement  Date,  Tenant  shall pay  Landlord the
        Parking Fee, if any,  shown in Article 1, as  Additional  Rent,  payable
        monthly in advance with the Monthly Rent If there is a Parking Fee shown
        in Schedule I, then  thereafter,  and  throughout  the Term, the parking
        rate for each type of parking space provided to Tenant  hereunder  shall
        be the  prevailing  parking rate, as Landlord may designate from time to
        time, at Landlord's sole election,  for each such type of parking space.
        In addition to the right reserved hereunder by Landlord to designate the
        parking rate from time to time,  Landlord shall have the right to change
        the parking  rate at any time to include  therein  any amounts  levied,,
        assessed,  imposed or required to be paid to any governmental  authority
        on account of the parking of motor vehicles, including all sums required
        to  be  paid  pursuant  to   transportation   controls   imposed  b  the
        Environmental  Protection  Agency  wider the  Clean Air Act of 1970,  as
        amended, or otherwise required to be paid by any governmental  authority
        with respect to the parking,  use, or  transportation of motor vehicles,
        or the reduction or control of motor vehicle  traffic,  or motor vehicle
        pollution.

 (c)    If requested by  Landlord,  Tenant shall notify  Landlord of the license
                                        21
<PAGE>
        plate number,  year, make and model of the  automobiles  entitled to use
        the parking  facilities and if requested by Landlord,  such  automobiles
        shall be identified by automobile  window stickers provided by Landlord,
        and only  such  designated  automobiles  shall be  permitted  to use the
        parking  facilities.  If  Landlord  institutes  such  an  identification
        procedure,  Landlord may provide additional  parking,  spaces for use by
        customers and invitees of Tenant on a daily basis at prevailing  parking
        rates, if any. At Landlord's sole election, Landlord may make validation
        stickers  available to Tenant for any such  additional  parking  spaces,
        provided,  however,  if Landlord makes validation  stickers available to
        any other tenant in the Building,  Landlord  shall make such  validation
        stickers available to Tenant.

 (d)    The parking  facilities  provided for herein are provided solely for the
        accommodation  of Tenant  and  Landlord  assumes  no  responsibility  or
        liability of any' kind  whatsoever  from whatever  cause with respect to
        the automobile  parking areas,  including  adjoining sweets,  sidewalks,
        driveways,  property  and  passageways,  or the use thereof by Tenant or
        tenant's employees, customers, agents, contractors or invitees.

                                   ARTICLE 27.

                               HAZARDOUS MATERIALS

 A.     Definition of Hazardous  Materials.  The term "Hazardous  Materials" for
        purposes hereof shall mean any chemical,  substance,  materials or waste
        or  component  thereof  which is now or  hereafter  listed,  defined  or
        regulated  as a hazardous  or toxic  chemical,  substance,  materials or
        waste or component  thereof by any federal,  state or Local governing or
        regulatory body having jurisdiction, or which would trigger any employee
        or community  "right-to-know"  requirements adopted by any such body, or
        for which any such body has adopted any requirements for the preparation
        or distribution of a materials safety data sheet ("MSDS").

 B.     No  Hazardous  Materials.   Tenant  shall  not  transport,  use,  store,
        maintain, generate,  manufacture,  handle, dispose, release or discharge
        any Hazardous  Materials.  However,  the foregoing  provisions shall not
        prohibit the  transportation to and from, and use, storage,  maintenance
        and handling within the Premises of Hazardous Materials customarily used
        in the business or activity expressly  permitted to be undertaken in the
        Premises under Article 6, provided:  (a) such Hazardous  Materials shall
        be  used  and  maintained  only  in such  quantities  as are  reasonably
        necessary  for such,  permitted  use of the  Premises  and the  ordinary
        course  of  Tenant's  business  therein,  strictly  in  accordance  with
        applicable Law, highest  prevailing  standards,  and the  manufacturers'
        instructions  therefor,  (b)  such  Hazardous  Materials  shall  not  be
        disposed  of,  released  or  discharged  in the  Building,  and shall be
        transported  to and from the Premises in compliance  with all applicable
        Laws, and as Landlord shall  reasonably  require,  (c) if any applicable
        Law or  Landlord's  trash  removal  contractor  requires  that  any such
        Hazardous  Materials  be disposed of  separately  from  ordinary  trash,
        Tenant shall make  arrangements at Tenant's  expense for such,  disposal
        directly  with a qualified  arid licensed  disposal  company at a Lawful
        disposal site (subject to scheduling and approval by Landlord),  and (d)
        any remaining such Hazardous Materials shall be completely, properly and
        lawfully   removed  from  the  Building   upon   expiration  or  earlier
        termination of this Lease.
                                       22
<PAGE>
 C.     Notices To Landlord.  Tenant shall promptly  notify  Landlord at (i) any
        enforcement,  cleanup or other regulatory  action taken or threatened by
        any'  governmental or regulatory  authority with respect to the presence
        of any Hazardous  Materials on the Premises or the migration  thereof on
        or to other  property,  (ii) any demands or claims made or threatened by
        any parry relating,  to any loss or injury  resulting from any Hazardous
        Materials on the Premises, (iii) any release,  discharge or non-routine,
        improper  or  unlawful  disposal  or  transportation  of  any  Hazardous
        Materials on or from the Premises or in violation of this  Article,  and
        (iv) any  matters  where  Tenant is required by Law to give a notice any
        government or regulatory authority respecting any Hazardous Materials on
        the Premises.  Landlord shall have the right (but not the obligation) to
        join and  participate,  as a party, in any legal  proceedings or actions
        affecting the Premises  initiated in connection with any  environmental,
        health or safety law. At such times as Landlord may reasonably  request,
        Tenant shall provide Landlord with a written list,  certified to be true
        and complete,  identifying any hazardous Materials then used, stored, or
        maintained upon the Premises,  the use and approximate  quantity of each
        stack materials, a copy of any MSDS issued by the manufacturer therefor,
        and such other information as Landlord may reasonably  require or as may
        be required by Law.

 D.     Indemnification  of Landlord.  If any Hazardous  Materials are released,
        discharged  or  disposed  of by  Tenant  or any  other  occupant  of the
        Premises,  or their employees,  agents,  invitees or contractors,  on or
        about the  Building in  violation of the  foregoing  provisions,  Tenant
        shall immediately, properly and in compliance with applicable Laws clean
        up,  remediate and remove the Hazardous  Materials from the Building and
        any other affected  property and clean or replace any affected  personal
        property  (whether  or not  owned  by  Landlord),  at  Tenant's  expense
        (without  limiting  Landlord's  other remedies  therefor).  Tenant shall
        further  be  required  to  indemnify  and  hold   Landlord,   Landlord's
        directors,  officers, employees and agents harmless from and against any
        and all claims, demands,  liabilities,  losses,  damages,  penalties and
        judgments  directly or indirectly  arising out of or  attributable  to a
        violation  of  the  provisions  of  this  Article  by  Tenant,  Tenant's
        occupants,  employees,  contractors or agents. Any clean up, remediation
        and removal work shall be subject to Landlord's  prior written  approval
        (except in  emergencies),  and shall include,  without  limitation,  any
        testing,  investigation,  and the preparation and  implementation of any
        remedial   action  plan  required  by  any   governmental   body  having
        jurisdiction  or  reasonably  required by  Landlord.  If Landlord or any
        Lender or  governmental  body arranges for any tests or studies  showing
        that this Article has been  violated,  Tenant shall pay for the costs of
        such tests.  The  provisions of Article shall survive the  expiration or
        earlier termination of this Lease.

                                   ARTICLE 28.

                     ADDITIONAL RIGHTS RESERVED BY LANDLORD

     In addition to any other rights provided for herein,  Landlord reserves the
following rights,  exercisable  without liability to Tenant for damage or injury
to property, person or business and without effecting an eviction,  constructive
or actual,  or  disturbance  of Tenant's use or possession or giving rise to any
claim:

                                       23
<PAGE>
 (a)    To name the  Building  and to change  the name or street  address of the
        Building;

 (b)    To install and  maintain  all signs on the  exterior and interior of the
        Building;

 (c)    To designate all sources  furnishing  sign painting or lettering for use
        in the Building:

 (d)    During the last ninety (90) days of the Term,  if Tenant has vacated the
        Premises, to decorate,  remodel,  repair, alter or otherwise prepare the
        Premises for occupancy,  without  affecting  Tenant's  obligation to pay
        Rent for the Premises;

 (e)    To have  pass keys to the  Premises  and all  doors  therein,  excluding
        Tenant's vaults and safes;

 (f)    On  reasonable  prior  notice to Tenant,  to exhibit the Premises to any
        prospective purchaser, Lender, mortgagee, or assignee of any mortgage on
        the  Buil4ing or Land and to others  having an  interest  therein at any
        time during the Term,  and to  prospective  tenants  during the last six
        months of the Term;

 (g)    To take any and all  measures,  including  entering the Premises for the
        purpose  of making  inspections,  repairs,  alterations,  additions  and
        improvements  to the  Premises  or to the  Building  (including  for the
        purpose of checking.  calibrating,  adjusting and balancing controls and
        other parts of the Building  Systems),  as may be necessary or desirable
        for the operation,  improvement,  safety,  protection or preservation of
        the  Premises  or the  Building,  or in order to  comply  with all Laws,
        orders and  requirements  of  governmental  or other authority or as may
        otherwise  be permitted  or required by this Lease;  provided,  however,
        that during the progress of any work on the Premises or at the Building,
        Landlord  will  attempt not to  inconvenience  Tenant,  but shall not be
        liable for inconvenience,  annoyance,  disturbance, loss of business, or
        other damage to Tenant by reason of  performing  any work or by bringing
        or storing  materials,  supplies,  tools or equipment in the Building or
        Premises  during the  performance  of any work,  and the  obligations of
        Tenant  under this Lease  shall not  thereby be  affected  in any manner
        whatsoever;

 (h)    To relocate  various  facilities  within the Building and on the land of
        which the Building is a part if Landlord shall determine such relocation
        to be in the  best  interest  of the  development  of the  Building  and
        Property,  provided that such relocation  shall not materially  restrict
        access to the Premises; and

 (i)    To install vending  machines of alt kinds in the Building and to receive
        all of the revenue derived therefrom, provided, however, that no vending
        machines shall be installed by Landlord in the Premises unless Tenant so
        requests.

                                   ARTICLE 29.

                                  DEFINED TERMS

 A.     "Building"  shall refer to the Building  named in Article I of which the

                                       24
<PAGE>
        Leased Premises are a part (including all  modifications,  additions and
        alterations  made to the Building  during the term of this  Lease),  the
        real property on which the same is located, all plazas, common areas and
        any other areas located on said real property and designated by Landlord
        for use by all tenants in the  Building.  A plan showing the Building is
        attached  hereto as Exhibit A and made a part hereof and the Premises is
        defined in Article 2 and shown on said Exhibit A by cross-hatched lines.

 B.     "Common Areas" shall mean and include all areas, facilities,  equipment,
        directories  and signs of the  Building  (exclusive  of the Premises and
        area leased to other  Tenants) made available and designated by Landlord
        for the common and joint use and benefit of Landlord,  Tenant arid other
        tenants and  occupants  of the Building  including,  but not limited to,
        lobbies,   public  washrooms,   hallways,   sidewalks,   parking  areas,
        landscaped areas and service entrances. Common Areas may further include
        such areas in adjoining properties under reciprocal easement agreements,
        operating agreements or other such agreements now or hereafter in effect
        and which are available to Landlord,  Tenant and Tenant's  employees and
        invitees.  Landlord  reserves the right in its sole  discretion and from
        time to time, to construct,  maintain,  operate,  repair,  close, limit,
        take out of service,  alter,  change,  and modify all or any part of the
        Common Areas.

 C.     "Default  Rate"  shall mean  eighteen  percent  (18%) per annum,  or the
        highest rate permitted by applicable  law,  whichever  shall be less. If
        the  application  of the Default Rate causes any provision of this Lease
        to be usurious or unenforceable, the Default Rate shall automatically be
        reduced so as to prevent such result.

 D.     "Hazardous Materials" shall have the meaning set forth in Article 27.

 B.     "Landlord"  and "Tenant"  shall be  applicable to one or more parties as
        the case may be, and the  singular  shall  include the  plural,  and the
        neuter shall include the  masculine  and feminine;  and if there be more
        than  one,  the  obligations  thereof  shall be joint and  several.  For
        purposes of any  provisions  indemnifying  or limiting the  liability of
        Landlord,  the term  "Landlord"  shall  include  Landlord's  present and
        future   partners,   beneficiaries,   trustees,   officers,   directors,
        employees, shareholders,  principals, agents, affiliates, successors and
        assigns.

 F.     "Law" or  "Laws"  shall  mean  all  federal,  state,  county  and  local
        governmental   and  municipal   laws,   statutes,   ordinances,   rules,
        regulations,   codes,  decrees,  orders  and  other  such  requirements,
        applicable  equitable  remedies  and  decisions by courts in cases where
        such decisions are binding precedents in the state in which the Building
        is located,  and decisions of federal  courts  applying the Laws of such
        state.

 G.     "Lease"  shall mean this lease  executed  between  Tenant and  Landlord,
        including any extensions,  amendments or modifications  and any Exhibits
        attached hereto.

 H.     "Lease Year" shall mean each calendar year or portion thereof during the
        Term.

                                       25
<PAGE>
 I.     "Lender"  shall mean the holder of a Mortgage  at the time in  question,
        and where such Mortgage is a ground lease,  such term shall refer to the
        ground lessee.

 J.     "Mortgage"  shall mean all mortgages,  deed of trust,  ground leases and
        other such encumbrances now or hereafter placed upon the Building or any
        part thereof with the written  consent of  Landlord,  and all  renewals,
        modifications,  consolidations,  replacements or extensions thereof, and
        all  indebtedness  now or  hereafter  secured  thereby and all  interest
        thereon.

 K.     "Operating  Expenses"  shall mean all operating  expenses of any kind or
        nature  which  are  necessary,   ordinary  or  customarily  incurred  in
        connection with the operation,  maintenance or repair of the Building as
        determined by Landlord.

     Operating Expenses shall include, but not be limited to:

        1.1    costs of  supplies,  including,  but not  limited to, the cost of
               relamping  all  Building  standard  lighting  as the  same may be
               required from time to time;

        1.2    costs incurred in connection with obtaining and providing  energy
               for  the  Building,  including,  but not  limited  to,  costs  of
               propane,  butane, natural gas, steam,  electricity,  solar energy
               and fuel oils, coal or any other energy sources;

        1.3    costs of water and sanitary and storm drainage services;

        1.4    costs of janitorial and security services;

        1.5    cost of general  maintenance  and repairs,  including costs under
               HVAC and other mechanical  maintenance contracts and maintenance,
               repairs and replacement of equipment and tools used in connection
               with operating the Building;

        1.6    costs of maintenance and replacement of Landscaping;

        1.7    insurance   premiums,   including  fire  and  all-risk  coverage,
               together  with loss of rent  endorsements,  the part of any claim
               required to be paid under the deductible portion of any insurance
               policies  carried by Landlord  in  connection  with the  Building
               (where  Landlord  is  unable  to obtain  insurance  without  such
               deductible from a major insurance  carrier at reasonable  rates),
               public  Liability  insurance and any other  insurance  carried by
               Landlord on the  Building,  or any  component  parts thereof (all
               such insurance shall be in such amounts as may be required by any
               holder of a Mortgage or as Landlord may reasonably determine);

        1.8    labor  costs,  including  wages  and  other  payments,  costs  to
               Landlord  of  worker's  compensation  and  disability  insurance,
               payroll taxes,  welfare fringe  benefits,  and all legal fees and
               other costs or expenses incurred in resolving any labor dispute;

        1.9    professional  building management fees required for management of
               the Building;

                                       26
<PAGE>
        1.10   Legal,  accounting,   inspection,  and  other  consultation  fees
               (including,  without  limitation,  fees  charged  by  consultants
               retained by Landlord for services  that are designed to produce a
               reduction  in  Operating  Expenses or to  reasonably  improve the
               operation,  maintenance  or  state  of  repair  of the  Building)
               incurred in the ordinary  course of operating  the Building or in
               connection with making the computations  required hereunder or in
               any audit of operations of the Building;

        1.11   the costs of  capital  improvements  or  structural  repairs,  or
               replacements  made in or to the  Building  in order to conform to
               changes,  subsequent in the date of this Lease, in any applicable
               laws,   ordinances,   rules,   regulations   or   orders  of  any
               governmental or quasi-governmental  authority having jurisdiction
               over the  Building  (herein  "Required  Capital")  or  the  costs
               incurred by Landlord to install a new or replacement capital item
               for the  purpose of reducing  Operating  Expenses  (herein  "Cost
               Savings  Improvements"),  and a reasonable  reserve for all other
               capital  improvements  and  structural  repairs and  replacements
               reasonably  necessary to permit Landlord to maintain the Building
               in its current  class.  The  expenditures  for  Required  Capital
               Improvements  and Cost  Savings  Improvements  shall be amortized
               over the useful life of such capital  improvement  or  structural
               repair or replacement  (as determined by Landlord).  All costs so
               amortized  shall bear  interest on the  amortized  balance at the
               rate of twelve percent (12%) per annum or such higher rate as may
               have been paid by Landlord on funds  borrowed  for the purpose of
               constructing these capital improvement.

     In making any  computations  contemplated  hereby,  Landlord  shall also be
permitted to make such  adjustments and  modifications to the provisions of this
paragraph  and Article 4 as shall be  reasonable  and  necessary  to achieve the
intention of the parties hereto.

 L.     "Rent" shall have the meaning specified therefor in Article 3.

 M.     "Tax" or "Taxes" shall mean:

        1.1    All real  property  taxes  and  assessments  levied  against  the
               Building by any governmental or quasi-governmental authority. The
               foregoing  shall  include all federal,  state,  county,  or local
               governmental,  special district,  improvement district, municipal
               or other political subdivision taxes, fees, levies,  assessments,
               charges or other  impositions  of every kind and nature,  whether
               general,   special,  ordinary  or  extraordinary  respecting  the
               Building,   including  without  limitation,  real  estate  taxes,
               general  and  special,  assessments,   interest  on  any  special
               assessments paid in installments,  transit taxes, water and sewer
               rents,  taxes based upon the receipt of rent,  personal  property
               taxes imposed upon the fixtures, machinery, equipment, apparatus,
               used in connection  with the Building  which  Landlord  shall pay
               during any calendar  year, any portion of which occurs during the
               Term (without  regard to any  different  fiscal year used by such
               government  or  municipal  authority  except as provided  below).
               Provided, however, any taxes which shall be levied on the rentals


                                       27
<PAGE>
               of the  Building  shall be  determined  as if the  Building  were
               Landlord's only property,  and provided  further that in no event
               shall the term "taxes or  assessments,"  as used herein,  include
               any net  federal or state  income  taxes  levied or  assessed  on
               Landlord,  unless such taxes are a specific  substitute  for real
               property taxes. Such term shall, however,  include gross taxes on
               rentals. Expenses incurred by Landlord for tax consultants and in
               contesting   the  amount  or   validity  of  any  such  taxes  or
               assessments shall be included in such computations.

        1.2    All  "assessments,"   including  so-called  special  assessments,
               license tax,  business  license fee,  business license tax, levy,
               charge, penalty or tax imposed by any authority having the direct
               power to tax,  including  any  city,  county,  state  or  federal
               government,  or  any  school,   agricultural,   lighting,  water,
               drainage,  or other  improvement  or  special  district  thereof,
               against the  Premises of the  Building or any legal or  equitable
               interest of Landlord therein. For the purposes of this lease, any
               special  assessments  shall be deemed  payable in such  number of
               installments  as is permitted by Law,  whether or not actually so
               paid.  If as of the  Commencement  Date the Building has not been
               fully  assessed  as a  completed  project,  for  the  purpose  of
               computing  the  Operating  Expenses for any  adjustment  required
               herein or under Article 4, the Tax shall be adjusted by Landlord,
               as of the date on which the  adjustment is to be made, to reflect
               full  completion of the Building  including  all standard  Tenant
               finish work if the method of  taxation of real estate  prevailing
               to the time of execution hereof shall be, or has been altered, so
               as to cause the whole or any part of the taxes now,  hereafter or
               theretofore  Levied,  assessed  or imposed  on real  estate to be
               levied, assessed or imposed on Landlord,  wholly or partially, as
               a  capital  Levy or  otherwise,  or on or  measured  by the rents
               received  therefrom,  then such new or altered taxes attributable
               to the  Building  shall be  included  within the term real estate
               taxes,  except that the same shall not include any enhancement of
               said tax  attributable  to other income of  Landlord.  All of the
               preceding clauses K (1.1 and 1.2) are collectively referred to as
               the "Tax" or "Taxes."

     All other  capitalized  terms shall have the  'definition  set forth in the
Lease.


                                   ARTICLE 30.

                            MISCELLANEOUS PROVISIONS

A.       RULES AND REGULATIONS.

     Tenant shall comply with all of the rules and  regulations  promulgated  by
Landlord  from time to time for the  Building.  A copy of the  current  rule and
regulations is attached hereto as Exhibit D.

B.       EXECUTION OF LEASE.


                                       28
<PAGE>
     If more than one person or entity executes this Lease as: Tenant, each such
person or entity  shall be  jointly  and  severally  liable  for  observing  and
performing  each  of the  terms,  covenants,  conditions  and  provisions  to be
observed or performed by Tenant

C.       NOTICES.

     All  notices  under  this  Lease  shall be in  writing  and will be  deemed
sufficiently  given for all purposes if, to Tenant, by delivery to Tenant at the
Premises  during the hours the  Building is open for  business  or by  certified
mail,  return  receipt  requested or by  overnight  delivery  service  (with one
acknowledged  receipt),  to Tenant at the  address  set forth  below,  and if to
Landlord,  by certified mail, return receipt requested or by overnight  delivery
service (with one acknowledged receipt), at the addresses set forth below.

         Landlord:  at address shown in Article 1, item F.

         with a copy to: Building Manager at address shown in Article 1, item G.

         Tenant:  at address shown in Article 1, item B.

         with copy to:

D.       TRANSFERS.

     The term  "Landlord"  appearing  herein  shall  mean  only the owner of the
Building  from time to time and,  upon a sale or transfer of its interest in the
Building,  the then  Landlord  and  transferring  party  shall  have no  further
obligations  or liabilities  for matters  accruing after the date of transfer of
that interest arid Tenant, upon such sale or transfer,  shall look solely to the
successor  owner and  transferee of the Building for  performance  of Landlord's
obligations hereunder.

E.       RELOCATION.

     Landlord  shall be  entitled  during  the  Lease  Term to cause  Tenant  to
relocate  from the  Premises  to a  comparable  space  within  the  Building  (a
"Relocation Space") at any time after reasonable notice, which notice shall give
Tenant no Less than sixty (60) days advance notice.  Landlord or the third party
tenant replacing Tenant shall pay the expense of moving Tenant to a space within
the  Building  comparable  to the Premises and  providing  comparable  Leasehold
improvements.  Such a relocation shall not terminate, modify or otherwise affect
the Lease,  except with respect to the location of the Premises  front and after
the  date  of  such  relocation  "Premises",  shall,  thereafter,  refer  to the
Relocation  Space into which  Tenant has been moved,  rather  than the  original
Premises as herein defined.

F.       TENANT FINANCIAL STATEMENTS

     Upon the  written  request  of  Landlord,  Tenant  shall  submit  financial
statements  for its most  recent  financial  reporting  period and for the prior
Lease Year. Landlord shall make such request no more than twice during any Lease
Year.


                                       29
<PAGE>
     All such financial  statements  shall be;  certified as true and correct by
the  responsible  officer  or partner of Tenant and if Tenant is then in default
hereunder;  the  financial  statements  shall  be  certified  by an  independent
certified public accountant.

G.       RELATIONSHIP OF THE PARTIES.

     Nothing  contained in this Lease shall be construed by the parties  hereto,
or by any third  party,  as  constituting  the parties as  principal  and agent,
partners or joint  venturers,  nor shall  anything  herein  render  either party
(other  than a  guarantor)  liable  for the debts and  obligations  of any other
party,  it being  understood  and  agreed  that the  only  relationship  between
Landlord and Tenant is that of Landlord and Tenant.

H.       ENTIRE AGREEMENT: MERGER.

     This Lease  embodies the entire  agreement  and  understanding  between the
parties  respecting  the  Lease  and  the  Premises  and  supersedes  all  prior
negotiations,  agreements and understandings  between the parties,  all of which
are  merged  herein.  No  provision  of this  Lease may be  modified,  waived or
discharged  except by an instrument in writing signed by the party against which
enforcement of such modification, waiver or discharge is sought.

I.       NO REPRESENTATION BY LANDLORD.

     Neither  Landlord nor any agent of Landlord  has made any  representations,
warranties,  or promises with respect to the Premises or the Building  except as
expressly set forth herein.

J.       LIMITATION OF LIABILITY.

     Notwithstanding  any  provision  in this  Lease to the  contrary,  under no
circumstances  shall  Landlord's  liability or that of its directors,  officers,
employees and agents for failure to perform any obligations arising out of or in
connection  with the Lease or for any breach of the terms or  conditions of this
Lease  whether  written or implied)  exceed  Landlord's  equity  interest in the
Building.  Any judgments rendered against Landlord shall be satisfied solely out
of proceeds of sale of Landlord's interest in the Building. No personal judgment
shall lie against Landlord upon extinguishment of its rights in the Building and
any judgments so rendered  shall not give rise to any right of execution or levy
against  Landlord's  assets.  The  provisions  hereof shall inure to  Landlord's
successors and assigns  including any Lender.  The foregoing  provisions are not
intended  to  relieve  Landlord  from  the  performance  of  any  of  Landlord's
obligations  under  this  Lease,  but only to limit the  personal  Liability  of
Landlord  in case of  recovery  of a judgment  against  Landlord;  nor shall the
foregoing  be deemed to limit  Tenant's  rights to obtain  injunctive  relief or
specific  performance  or other  remedy  which may be accorded  Tenant by Law or
under this Lease.  If Tenant  claims or asserts  that  Landlord  has violated or
failed to perform a covenant  under the Lease,  Tenant's sole remedy shall be an
action for specific  performance,  declaratory  judgment or injunction and in no
event shall  Tenant be entitled to any money  damages in any action or by way of
set off, defense or counterclaim and Tenant hereby specifically waives the right
to any money damages or other remedies for any such violation or failure.

K.       MEMORANDUM OF LEASE.


                                       30
<PAGE>
     Neither party,  without the written  consent of the other,  will execute or
record any this Lease or any summary or  memorandum  of this Lease in any public
recorders office.

L.       NO WAIVERS AMENDMENTS.

     Failure of  Landlord  to insist  upon  strict  compliance  by Tenant of any
condition  or  provision of this Lease shall not be deemed a waiver by Landlord,
of that  condition.  No waiver shall be  effective  against  Landlord  unless in
writing and signed by Landlord.  Similarity, this Lease cannot be amended except
by a writing signed by Landlord and Tenant.

M.       SUCCESSORS AND ASSIGNS

     The conditions,  covenants and agreements contained herein shall be binding
upon and inure to the benefit of the parties hereto and their respective  heirs,
executors, administrators, successors and assigns.

N.       GOVERNING LAW.

     This Lease shall be governed by the Law of the State where the  Building is
located.

O.       EXHIBITS.

     All exhibits  attached to this Lease are a part hereof and are incorporated
herein  by  reference  and all  provisions  of such  exhibits  shall  constitute
agreements, promises and covenants of this Lease.

P.       CAPTIONS.

     The captions and headings used in this Lease are for  convenience  only and
in no way define or limit the scope, interpretation or content of this Lease.

Q.       COUNTERPARTS.

     This Lease may be executed in one (1) or more  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.


















                                       31
<PAGE>
     IN WITNESS WHEREOF,  and intending to be legally bound hereby,  the parties
have duly executed this Lease with the Exhibits  attached  hereto,  as of this -
day of_______________________.

Attest or Witness:                LANDLORD:

                                  Cornerstone Suburban Office, L.P.,
                                  a Delaware limited partnership

                                  By: Cornerstone Office Management,
                                      Limited Liability Company, a Delaware LLC,
                                      its general partner

                                  By: Cornerstone Real Estate Advisers, Inc.,
                                      a Massachusetts corporation,
                                      its managing member

                                  By:      ___________________________
                                           Robert K. Giffin
                                           Vice President


Attest or Witness:                TENANT:

                                  CB Corn, Inc.,
                                  a Delaware Corporation

                                  By:      ___________________________
                                           Max Sun
                                           President

                                  Date:    ___________________________

                                  By:      ___________________________
                                           Charles A. Lesser
                                           Chief Financial Officer

                                  Date:    ___________________________


















                                       32
<PAGE>
     ADDENDUM TO OFFICE LEASE DATED DECEMBER 24, 1999 BY AND BETWEEN CORNERSTONE
SUBURBAN OFFICE,  L.P., A DELAWARE LIMITED PARTNERSHIP  ("LANDLORD") AND CB COM,
INC., A DELAWARE CORPORATION ("TENANT"),  CONCERNING THE PROPERTY KNOWN AS FIRST
FINANCIAL PLAZA LOCATED AT 16830 VENTURA BOULEVARD, SUITE 211, ENCINO, CA 91436
--------------------------------------------------------------------------------

1.       Tenant Improvements:

     Landlord to provide  tenant  improvements  in accordance  with the attached
plan (Exhibit A).

2.       Rental and Tenant Improvement Security Deposit:

     In addition to an amount equal to one (1) month's security deposit,  Tenant
shall  deposit with  Landlord an amount equal to the above tenant  improvements,
including all costs  associated with the  improvements,  which shall include but
not be limited to the actual  costs of  construction,  design,  supervision  and
permit fees.  As long as Tenant is not in default of the Lease,  Landlord  shall
return the deposit for the tenant improvements as follows:

         January 1, 2001            -       one-third
         January 1, 2002            -       one-third
         January 1, 2003            -       one-third

     AMERICANS WITH DISABILITIES ACT ("ADA") "The parties hereto agree to comply
with  all  applicable  federal,  state  and  local  laws,  regulations,   codes,
ordinances  and  administrative  orders  having  jurisdiction  over the parties,
property of the subject matter of this agreement, including, but not limited to,
the 1964 Civil Rights Act. and all amendments thereto, the Foreign Investment In
Real Property Tax Act, the Comprehensive Environmental Response Compensation and
Liability Act and the Americans with Disabilities Act."

     CONSULT  YOUR  ATTORNEY/ADVISORS  - This  document  has been  prepared  for
approval by your attorney.  No  representation is made by CB Richard Ellis, Inc.
or the  Southern  California  Chapter of the  Society of  Industrial  and Office
Realtors  (S.I.O.R.J.,  Inc., or the agents or employees of either of them as to
the legal sufficiency,  legal effect or tax consequences of this document or the
transaction to which it relates. These are questions for your attorney.

     In any real estate  transaction,  it is recommended that you consult with a
professional,  such as a civil engineer,  industrial  hygienist or other person,
with  experience  in evaluating  the  condition of the  property,  including the
possible  presence of asbestos,  hazardous  materials  and  underground  storage
tanks.

LANDLORD:                                          TENANT:

Cornerstone Suburban Office, LP.,                  CB Corn, Inc.,
A Delaware Limited Partnership                     A Delaware Corporation

By:      _______________________                   By:  _______________________
         Robert K. Griffin                              Max Sun
         Vice President                                 President

By:      _______________________
         Charles A. Lesser
         Chief Financial Officer
                                       33
<PAGE>
                                    EXHIBIT B

                                Landlord's Work


 1.     The  Premises  are leased to Tenant in their "AS IS" but good  operating
        condition  and this  Exhibit  "B"  (sometimes  referred  to as the "Work
        Letter  Agreement") is intended to set forth the obligations of Landlord
        and Tenant with respect to the  preparation of the Premises for Tenant's
        occupancy.  All improvements  described in this Work Letter Agreement to
        be constructed in and upon the Premises are  hereinafter  referred to as
        the "Tenant  Improvements." It is agreed that construction of the Tenant
        Improvements  will be completed in accordance  with the  procedures  set
        forth in this Work Letter Agreement.

 2.     Tenant  shall  devote  such  time  in  consultation   with  Landlord  or
        Landlord's agent as may be required to provide all necessary information
        to Landlord or Landlord's  agent as Landlord deems necessary in order to
        enable Landlord to complete,  and obtain Tenant's  written  approval of,
        the final layout,  drawings, and plans for the Premises. If Tenant fails
        to furnish any such information,  or fails to approve layout,  drawings,
        or plans prior to January 3, 1997,  Landlord  may, at its  election,  be
        discharged of its obligations under this Work Letter Agreement,  but the
        same shall not affect or diminish  Tenant's  duties and  obligations set
        forth in the  Lease,  and  Tenant  agrees to pay on demand all costs and
        expenses and  increased  unit prices  incurred by Landlord on account of
        Tenant's  failure to furnish  such  information  and  approved  drawings
        within such prescribed  times. All of Tenant's plans and  specifications
        shall be subject to Landlord's consent,  the granting or denial of which
        shall be in Landlord's sole discretion.

 3.     Landlord  agrees to build  Tenant's  suite in  accordance  with the plan
        attached hereto and further described as Exhibit "A".

 4.     Space planning and construction  drawings,  and when deemed necessary by
        Landlord,   engineering  drawings,   shall  be  prepared  by  Landlord's
        architect.   Landlord,   shall  pay  for  space  planning  services  for
        Landlord's  standard  construction  and  engineering  drawings  covering
        Landlords  Building  Standard  materials  as defined  in Exhibit  "B-1",
        Tenant  shall  pay  for any  nonstandard  construction  and  engineering
        drawings,  or any  additional  costs for drawings  occasioned by special
        improvements,  whether  installed  by Landlord  at  Tenant's  request or
        installed by Tenant with Landlord's prior written approval. Tenant shall
        use the Building Standard materials unless other materials are expressly
        approved in writing by Landlord.

 5.     In the event Tenant  requests any changes to the attached plan described
        as Exhibit "A," prior to  commencing  construction  of any  changes.  to
        Exhibit "A," Landlord shall submit to Tenant a written  estimate setting
        forth the anticipated  cost of said changes,,  including but not limited
        to labor  and  materials,  contractor's  fees,  Landlord's  construction
        management  fees cm the  amount  of five  percent  (5%) of the  contract
        amount), permit fees, and space planning,  construction, and engineering
        drawing costs which are the  responsibility  of Tenant.  Within five (5)
        Business  Days Tenant  shall  either  notify  Landlord in writing of its
        approval of the cost  estimate,  or specify its  objections  thereto and
        desired changes to the proposed Tenant Improvements. In the event Tenant

<PAGE>
        notifies  Landlord of such objections and desired changes,  Tenant shall
        work  with  Landlord  to  reach  acceptable  plans  and  cost  estimate;
        provided,  however,  if Tenant fails to give written  approval of a cost
        estimate  within ten (10) Business Days following  delivery to Tenant of
        the original cost estimate,  Tenant shall be chargeable  with one day of
        Delay for each day  thereafter  until  Tenant  provides  to  Landlord in
        writing its approval of a cost estimate.


















































<PAGE>
                                    EXHIBIT C

                                  Tenant's Work























































<PAGE>
                                    EXHIBIT D

                        Building's Rules and Regulations
                          and Janitorial Specifications

 1.     The  sidewalks,  entrances,  passages,  courts,  elevators,  vestibules,
        stairways, corridors or halls of the Building shall not be obstructed or
        encumbered  or used for any purpose other than ingress and egress to and
        from the premises demised to any tenant or occupant.

 2.     No awnings or other projection shall be attached to the outside walls or
        windows  of the  Building  without  the prior  consent of  Landlord.  No
        curtains, blinds, shades, or screens shall be attached to or hung in, or
        used in connection  with, any window or door of the premises  demised to
        any tenant or  occupant,  without the prior  consent of  Landlord.  Such
        awnings,  projections,   curtains,  blinds,  shades,  screens  or  other
        fixtures must be of a quality, type, design and color, and attached in a
        manner, approved by Landlord.

 3.     No sign,  advertisement,  object,  notice  or other  lettering  shall be
        exhibited,  inscribed,  painted or affixed on any part of the outside or
        inside of the premises demised to any tenant or occupant of the Building
        without  the prior  consent  of  Landlord:  Interior  signs on doors and
        directory  tables,  if any, shall be of a size, color and style approved
        by Landlord.

 4.     The sashes, sash doors,  skylights,  windows,  and doors that reflect or
        admit light and air into the halls,  passageways or other public places;
        in the  Building  shall  not be  covered  or  obstructed,  nor shall any
        bottles, parcels, or other articles be placed art any window sills.

 5.     No show cases or other articles,  shall be put in front of or affixed to
        any part of the  exterior  of the  Building,  nor  placed in the  halls,
        corridors,, vestibules or other public parts of the Building.

 6.     The water and wash closets;  and other  plumbing,  fixtures shall not be
        used for any purposes other than those for which they were  constructed,
        and no sweepings,  rubbish,  rags, or other  substances  shall be thrown
        therein. No tenant shall bring or keep, or permit to be brought or keep,
        any inflammable,  combustible,  explosive or hazardous fluid, materials,
        chemical or substance in or about the premises demised to such tenant.

 7.     No tenant or occupant  shall  mark,  paint,  drill  into,  or in any way
        deface any part of the Building or the premises  demised to such tenant;
        or occupant No boring, cutting or stringing of wires shall be permitted,
        except with the prior  consent of Landlord,  and as Landlord may direct.
        No or  occupant  shall  install  any  resilient  tile or  similar  floor
        covering in the premises  demised to such tenant or occupant except in a
        manner approved by Landlord.

 8.     No bicycles,  vehicles,  or animals of any kind shall be brought Into or
        kept in or about the premises demised to any tenant. No cooking shall be
        done or permitted in the Building by any tenant  without the approval of
        the   Landlord.   No  tenant  shall  cause  or  permit  any  unusual  or
        objectionable odors to emanate from the premises demised to such tenant.


<PAGE>
 9.     No  space in the  Building  shall  be used  for  manufacturing,  for the
        storage  of  merchandise,  or for the  sale of  merchandise,  goods,  or
        property of any kind at auction, without the prior consent of Landlord.

 10.    No tenant shall make,  or permit to be made,  any unseemly or disturbing
        noises or disturb or  interfere  with other  tenants or occupants of the
        Building or neighboring  buildings or premises whether by the use of any
        musical  instrument,  radio,  television  set  or  other  audio  device,
        unmusical noise, whistling,  singing, or in any other way. Nothing shall
        be thrown out of any doors or window.

 11.    No additional locks or bolts of any kind shall be placed upon any of the
        doors  or  windows,  nor  shall  any  changes  be made in  locks  or the
        mechanism  thereof.  Each  tenant  must,  upon  the  termination  of its
        tenancy,  restore to  Landlord  all keys of stores,  offices  and toilet
        rooms, either furnished to, or otherwise procured by, such tenant.

 12.    All  removals  from  the  Building,  or  the  carrying  in or out of the
        Building  or the  premises  demised to any tenant,  any safes,  freight,
        furniture  or bulky  matter of any  description  must take place at such
        time and in such manner Landlord or its agents may determine,  from time
        to time.  Landlord  reserves  the right to  inspect  all  freight  to be
        brought  into the  Building and to exclude from the Building all freight
        which  violates any of the Rules and  Regulations  or the  provisions of
        such tenant's lease.

 13.    No tenant  shall use or occupy,  or permit any  portion of the  premises
        demised to such tenant to be used or occupied, as an office for a public
        stenographer  or  typist,  or to a barber  or  manicure  shop,  or as an
        employment  bureau.  No  tenant  or  occupant  shall  engage  or pay any
        employees in the Building, except those actually working for such tenant
        or  occupant in the  Building,  nor  advertise  for  laborers  giving an
        address at the Building.

 14.    No tenant or occupant shall purchase spring water, ice, food,  beverage,
        lighting  maintenance,  cleaning towels or other like service,  from any
        company or person not approved by Landlord.  No vending  machines of any
        description shall be installed, maintained or operated upon the premises
        demised to any tenant without the prior consent of Landlord.

 15.    Landlord shall have the right to prohibit any  advertising by any tenant
        or occupant which, in Landlord's opinion, tends to impair the reputation
        of the Building or its desirability as a building for offices,  and upon
        notice from  Landlord,  such tenant or occupant  shall  refrain  from or
        discontinue such advertising.

 16.    Landlord  reserves the right to exclude from the  Building,  between the
        hours of 6:00 P.M.  and 8:00 A.M. on  business  days and at all hours on
        Saturdays,  Sundays and holidays, all' persons who do not present a pass
        to the Building  signed by  Landlord.  Landlord  will furnish  passes to
        persons for whom any tenant  requests such passes.  Each tenant shall be
        responsible  for all persons from whom it requests such passes and shall
        be liable to Landlord for all acts of such persons.

 17.    Each  tenant,  before  dosing and leaving the  premises  demised to such
        tenant at any time, shall see that all entrance doors are locked and all
        windows closed. Corridor doors, when not in use, shall be kept closed.

<PAGE>
 18.    Each tenant  shall,  at its  expense,  provide  artificial  light in the
        premises demised to such tenant for Landlord's  agents,  contractors and
        employees  while  performing  janitorial or other cleaning  services and
        making repairs or alterations in said premises.

 19.    No  premises  shall be used,  or  permitted  to be used for  lodging  or
        sleeping, or for any immoral or illegal purposes.

 20.    The  requirements of Tenant will be attended to only upon application at
        the office of  Landlord.  Building  employees  shall not be  required to
        perform,  and shall  not be  requested  by any  tenant  or  occupant  to
        perform, and work outside of their regular duties, unless under specific
        instructions from the office of Landlord.

 21.    Canvassing,  soliciting  and peddling in the Building are prohibited and
        each tenant and occupant shall cooperate hi seeking their prevention.

 22.    There  shall  not be used  in the  Building,  either  by any  tenant  or
        occupant or by their agents or  contractors,  in the delivery or receipt
        of merchandise, freight, or other matter, any hand trucks or other means
        of  conveyance  except those  equipped  with rubber  tires,  rubber side
        guards and such other safeguards as Landlord may require.

 23.    If the Premises demised to any tenant become infested with vermin,  such
        tenant,  at its sole cost and  expense,  shall cause its  premises to be
        exterminated,  from time to time, to the  satisfaction of Landlord,  and
        shall  employ  such  exterminators  therefor  as  shall be  approved  by
        Landlord.

 24.    No premises shall be used, or permitted to be used, at any time, without
        the prior  approval of  Landlord,  as a store for the sale or display of
        goods,  wares or  merchandise  of any kind,  or as a  restaurant,  shop,
        booth,  bootblack or other stand,  or for the conduct of any business or
        occupation which predominantly  involves direct patronage of the general
        public in the premises demised to such tenant,  or for  manufacturing or
        for other similar purposes.

 25.    No tenant shall clean any window in the Building from the outside.

 26.    No tenant shall move, or permit to be moved, into or out of the Building
        or the  premises  demised  to such  tenant,  any heavy or bulky  matter,
        without the specific  approval of Landlord.  If any such matter requires
        special  handling,  only a qualified person shall be employed to perform
        such special handling. No tenant shall place, or permit to be placed, on
        any part of the floor or floors of the premises  demised to such tenant,
        a load  exceeding  the floor load per  square  foot which such floor was
        designed  to carry and which is allowed by law.  Landlord  reserves  the
        right to  prescribe  the weight and  position  of safes and other  heavy
        matter, which must be placed so as to distribute the weight.

 27.    Landlord shall provide and maintain an  alphabetical  directory board in
        the first  floor (main  lobby) of the  Building  and no other  directory
        shall be permitted  without the prior  consent of Landlord.  Each tenant
        shall be allowed one line on such board  unless  otherwise  agreed to in
        writing.


<PAGE>
 28.    With respect to work being  performed  by a tenant in its premises  with
        the  approval  of  Landlord,  the tenant  shall  refer all  contractors,
        contractors'  representatives  and installation  technicians to Landlord
        for its  supervision,  approval and control prior to the  performance of
        any work or services.  This provision  shall apply to all work performed
        in  the  Building  including   installation  of  telephones,   telegraph
        equipment,  electrical  devices and  attachments,  and  installations of
        every  nature  affecting  floors,  walls,  woodwork,  trim,  ceiling and
        equipment and other physical portion of the Building.

 29.    Landlord shall not be responsible for lost or stolen. personal property,
        equipment, money, or jewelry from the premises of tenants or public moms
        whether or not such loss occurs when the  Building or the  premises  are
        locked against entry.

 30.    Landlord shall not permit  entrance to the premises of tenants by use of
        pass keys  controlled  by  Landlord,  to any person at any time  without
        written permission from such tenant, except employees,  contractors,  or
        service personnel  directly  supervised by Landlord and employees of the
        United States Pastel Service.

 31.    Each tenant and all of tenant's employees and invitees shall observe and
        comply  with the  driving  and  parking  signs and  markers  on the Land
        surrounding the Building,  and Landlord shall not be responsible for any
        damage to any  vehicle  towed  because  of  noncompliance  with  parking
        regulations.

 32.    Without Landlord's prior approval,  no tenant shall install any radio or
        television  antenna,  loudspeaker,  music  system or other device on the
        roof or exterior  walls of the Building or on common walls with adjacent
        tenants.

 33.    Each tenant shall store all trash and garbage  within its premises or in
        such other areas specifically designated by Landlord. No materials shall
        be placed in the trash boxes or receptacles in the Building  unless such
        materials  may be disposed of in the ordinary arid  customary  manner of
        removing  and  disposing  of trash and  garbage and will not result in a
        violation of any law or ordinance  governing such disposal.  All garbage
        and  refuse  disposal  shall be only  through  entryways  and  elevators
        provided  for  such  purposes  and  at  such  times  as  Landlord  shall
        designate.

 34.    No tenant  shall  employ any persons  other than the janitor or Landlord
        for the purpose of cleaning  its premises  without the prior  consent of
        Landlord.  No tenant shall cause any unnecessary  labor by reason of its
        carelessness  or  indifference  in the  preservation  of good  order and
        cleanliness. Janitor service shall include ordinary dusting and cleaning
        by the janitor  assigned  to such work and shall not include  beating of
        carpets  or rugs or  moving  of  furniture  or other  special  services.
        Janitor  service  shall be  furnished  Mondays  through  Fridays,  legal
        holidays excepted,  janitor service will not be furnished to areas which
        are  occupied  after  9:30 P.M.  Window  cleaning  shall be done only by
        Landlord, and only between 6:00 A.M. and 5:00 P.M.



<PAGE>
                                    EXHIBIT E

                         Commencement Date Confirmation


            DECLARATION BY LANDLORD AND TENANT AS TO DATE OF DELIVERY
                    AND ACCEPTANCE OF POSSESSION OF PREMISES

     Attached  to and made a part of the Lease  dated  the ____ day  of_________
199_____,  entered into and by CORNERSTONE  SUBURBAN OFFICE,  L.P., as LANDLORD,
and _____ as TENANT.

     LANDLORD AND TENANT do hereby  declare that  possession of the Premises was
accepted  by TENANT on the ____ day of  __________________________________.  The
Premises  required to be constructed and finished by LANDLORD in accordance with
the provisions of the Lease have been  satisfactorily  completed by LANDLORD and
accepted  by TENANT,  the Lease is now in full force and  effect,  and as of the
date hereof,  LANDLORD has fulfilled all of its obligations under the Lease. The
Lease  Commencement Date is hereby  established as _____ _________  199___.  The
Term of this Lease shall terminate on___________________. 19___.

LANDLORD:

Cornerstone Suburban Office, L.P.
a Delaware Limited partnership


By:      Cornerstone Office Management,
         Limited Liability Company, a Delaware LLC,
         its general partner


By:      Cornerstone Real Estate Advisers, Inc.
         a Massachusetts Corporation
         its managing member

         By:      ___________________________
                  Rob Giffin
                  Vice President

TENANT:

CB Corn, Inc., A Delaware Corporation

________________________________

By:       ________________________________
         Max Sun, President


By:      ________________________________
         Charles A. Lesser
         Chief Financial Officer