<PAGE>

                                                                    EXHIBIT 10.1

                               FULL SERVICE LEASE

         THIS LEASE ("Lease"), dated for references purposes only is made
between PS BUSINESS PARKS, L.P., a California limited partnership ("Landlord"),
and Raptor Networks Technology, Inc., a California Corporation ("Tenant"), as of
5/3/04 (the "date of this Lease").

                            BASIC LEASE INFORMATION

PROJECT:             ORANGE COUNTY BUSINESS CENTER
         -----------------------------------------------------------------------

BUILDING:             1241 EAST DYER ROAD, SANTA ANA.  CA.  92705
         -----------------------------------------------------------------------

PREMISES: 11,118 RENTABLE SQUARE FEET COMMONLY KNOWN AS SUITE 150 IN BUILDING
         -----------------------------------------------------------------------
1241 EAST DYER ROAD, SANTA ANA, CA, 92705
-----------------------------------------

DESCRIPTION OF PREMISES: (the Premises as shown on EXHIBIT A-1) In addition to
Tenant's rights to use and occupy the Premises as hereinafter specified, the
"Building" is depicted on EXHIBIT "A-2", the "Project" is depicted on EXHIBIT
"A-3" and is commonly referred to as ORANGE COUNTY BUSINESS CENTER and contains
approximately 434.792 rentable square feet.

RENTABLE AREA OF PREMISES: approximately 11,118 RENTABLE SQUARE FEET
(approximately 9.839 USABLE SQUARE FEET)

PERMITTED USE: LEGAL USES PER CITY CODES FOR COMPUTER SERVICES.
               -------------------------------------------------

SCHEDULED TERM COMMENCEMENT DATE:    AUGUST 1, 2004
                                  ------------------------------

TERM:    36 MONTH
      ----------------

SCHEDULED TERM EXPIRATION DATE: JULY 31, 2007
                                -------------

BASE RENT:

         (a) Initial Annual Base Rent $ 200.124.00
         (b) Initial Monthly Installment of Base Rent $ 16,677.00 ($1.50 PER
             RENTABLE SQUARE FOOT)
         (c) Subject to increase pursuant to Paragraph 3 as follows:
             AUGUST 1, 2005 $17,232.90 per month ($1.55 per rentable square
               foot)
             AUGUST 1, 2006 $17,788.80 per month ($1.60 per rentable square
               foot)
SECURITY DEPOSIT: $ 100,062.00, subject to the provisions of Paragraph 6.
                  -------------------------------------------------------
BASE YEAR OPERATING EXPENSES: CALENDAR YEAR 2004

TENANT'S PROPORTIONATE SHARE OF BUILDING: 7.99% OF PROJECT: 2.6%
                                          -----             ----

PARKING DENSITY:  4 spaces per 1,000 usable square feet of the Premises
unreserved in common with other tenants.

BROKERS: Karen Sunday & Associates representing Tenant and Cushman & Wakefield
         ---------------------------------------------------------------------
representing Landlord
---------------------

TENANT'S SIC CODE: 7379 COMPUTER SERVICES
                   ----------------------

TENANT CONTACT:       Name: Bob van Leyen
                      Telephone Number.  (949) 330-6556
                      FAX: (949) 330-6541

<TABLE>
<S>     <C>
ADDRESSES FOR NOTICES:     To: Tenant                         To:  Landlord
                           Raptor Networks Technology.  Inc.  PS Business Parks, L.P.
                           ---------------------------------  -----------------------
                           1241 East Over Road.  Suite 150    1231 East Dyer Road, Suite 250
                           -------------------------------    ------------------------------
                           Santa Ana, CA.  92705              Santa Ana, CA 92705
                           ---------------------              -------------------
                           Attn: Bob van Leyen                Attn: Letitia D.  Collins
                                 -------------                      -------------------
                           FAX: (949) 330-6541                FAX: 714.85-9042
                                --------------                     -----------
</TABLE>




LANDLORD'S REMITTANCE ADDRESS: JPS Business Parks, LP., Orange County Business
Center, Dept # 2520-08, Los Angeles, CA, 90084-2520

IN WITNESS WHEREOF, the parties hereto have executed this Lease, consisting of
the foregoing Basic Lease Information, the following Standard Lease Provisions
consisting of PARAGRAPHS 1 THROUGH 31 (the "Standard Lease Provisions") and
Exhibits "A", "A-1", "A-2", "A-3", "B", "C", "D" "E" AND "F", all of which are
incorporated herein by this reference (collectively, this "Lease"). In the event
of any conflict between the provisions of the Basic Lease Information and the
provisions of the Standard Lease Provisions, the Standard Lease Provisions shall
control.

THIS LEASE, WHETHER OR NOT EXECUTED BY TENANT, IS SUBJECT TO ACCEPTANCE BY
LANDLORD, ACTING BY ITSELF OR BY ITS AGENT BY THE SIGNATURE ON THIS LEASE OF ITS
SENIOR VICE PRESIDENT, VICE PRESIDENT, REGIONAL MANAGER OR DIRECTOR OF LEASING.

"LANDLORD:                                 "TENANT"
PS BUSINESS PARK, L.P.                     RAPTOR NETWORKS TECHNOLOGY, INC.
a California limited partnership           a California Corporation

<TABLE>
<S>     <C>
By:          /s/ Stuart Hutchison          By: /s/ Thomas M. Wittenschlaeger   /s/ Bob van Leyen
    ------------------------------------       -------------------------------------------------
             Stuart Hutchison                  Thomas M. Wittenschlaeger       Bob van Leyen
                                               CEO                             CFO
Its:                                       Its:
     -----------------------------------        --------------------------------
              Regional Manager

Date:              5/3/04                  Date:            4/29/04
     -----------------------------------        --------------------------------
</TABLE>


                             1 - FULL SERVICE LEASE


<PAGE>


1.       AUTOMATIC PAYMENTS

         All payments of Base Rent and the monthly estimated payments of
Tenant's Proportionate Share of Operating Expenses maybe made by automatic debit
electronic payment. Tenant shall execute such documents, provide such
information, and follow such procedures as are requested by Landlord from time
to time to facilitate such payments. If, by reason of insufficient funds or
other reason, any such payment is not fully made and received, such event shall
be deemed a failure of Tenant to make the required payment. Payment shall be
deemed made by Tenant on the date funds are actually received by Landlord;
provided, if Tenant is then in default, Landlord shall have the right to return
all or a part of any payment received within ten (10) business days of receipt,
in which event the returned amount shall be deemed to have not been paid by
Tenant or received by Landlord. Receipt of any funds pursuant to this Paragraph
shall not constitute a waiver by Landlord of any Default by Tenant whether or
not such Default is known to Landlord.

2.       LEASE OF PREMISES

         2.01 Landlord leases to Tenant, and Tenant leases from Landlord, the
Premises, upon the terms of this Lease. The Premises are leased "AS IS" except
only for the improvements, if any, which are to be constructed by Landlord
pursuant to Exhibit "B." Any such improvements to be constructed by Landlord
pursuant to Exhibit "B" are herein referred to as "Landlord's Work." Tenant
acknowledges that neither Landlord nor any agent of Landlord has made any
representation or warranty regarding the Premises. The square footages set forth
in this Lease are approximate and agreed. Use of the terms "rentable" and
"usable" is for convenience only and represents Landlord's interpretation of
such terms. Landlord will deliver the Premises to Tenant with existing plumbing,
electrical, fire sprinkler, lighting, air conditioning, heating and mechanical
systems located in the Premises, in good working condition.

         2.02 Landlord's Work, shall be installed by Landlord in compliance with
all then applicable codes. Tenant, at its sole expense, agrees to comply with
all laws, codes, ordinances and other legal requirements (including covenants
and restrictions) applicable to the Premises (herein "Laws"). Tenant agrees to
cause the Premises to comply with all Laws, including by making any changes to
the Premises necessitated by any Tenant activity, including but not limited to
changes required by any Tenant Alterations, as defined below.

         2.03 The Lease Term will be for the period specified in the Basic Lease
Information, commencing on the 'Term Commencement Date' (as defined in Paragraph
7 (a) of the attached Exhibit "B") and ending on the last day of the month in
which the expiration of such period occurs. If for any reason the Term
Commencement Date has not occurred on or before the Scheduled Term Commencement
Date as specified in the Basic Lease Information above, Landlord will not be
subject to any liability nor will the validity of this Lease be affected in any
manner. Rather, the Commencement of the Lease Term shall be delayed until the
occurrence of the Term Commencement Date in which event the expiration date of
the Lease Term shall be extended to include the same number of full calendar
months for the Lease Term as set forth in the Basic Lease Information above
(plus any partial first month); provided, in the event that the occurrence of
the Term Commencement Date is delayed by any Tenant Delay or Force Majeure Delay
as those terms are defined in Exhibit B, then the Premises shall be deemed to
have been delivered and the Term Commencement Date shall occur as provided for
in Paragraph 7 of Exhibit B.

         2.04 Upon expiration or termination of this Lease, Tenant agrees to
return the Premises to Landlord in the same condition as received by Tenant with
all removal, repair, and restoration duties of Tenant being fully performed.

         2.05 Upon request made by Landlord following the Term Commencement
Date, Tenant shall execute and deliver an agreement setting forth the Term
Commencement Date, the date upon which the Lease Term shall expire, and such
other matters regarding the commencement of this Lease as Landlord shall
request. If Tenant, with Landlord's prior written consent, occupies the Premises
prior to the Term Commencement Date, Tenant's occupancy of the Premises shall be
subject to all the provisions of the Lease. Early occupancy of the Premises
shall not advance the expiration date of the Lease. Tenant shall pay Base Rent
during the early occupancy period and all other charges shall begin to accrue on
the date of such early occupancy. Notwithstanding any provisions in this
Paragraph to the contrary Landlord shall grant Tenant a period of one week prior
to the Scheduled Term Commencement Date to enter the Premises to complete
certain work in the Premises, including without limitation installation of
furniture systems, fixture and equipment, telecommunications, and computer
cabling. Should Tenant begin business operations during this period, rent shall
commence pursuant to Paragraph 3 of this Lease.




3.       BASE RENT

         On or before the first day of each calendar month of the Lease Term,
Tenant will pay to Landlord the Base Rent for such month. Base Rent for any
first partial month and for the first full calendar month of the Lease Term,
together with the Security Deposit, are due and payable upon execution of this
Lease. Monthly rent for any partial calendar month will be prorated. All sums
payable by Tenant to Landlord hereunder shall be deemed rent. Base Rent and all
other amounts required to be paid by Tenant hereunder shall be paid without
deduction or offset and without prior notice or demand. All such amounts shall
be paid in lawful money of the United States of America and shall be paid to
Landlord at the address stated herein or to such other persons or to such other
places as Landlord may designate in writing from time to time. Amounts payable
hereunder shall be deemed paid when actually received by Landlord.

4.       ADDITIONAL RENT

         4.01 Unless otherwise specifically stated in this Lease, any charge
payable by Tenant under this Lease other than Base Rent is called "Additional
Rent." The term "rent" whenever used in this Lease means Base Rent, Additional
Rent and/or any other monies payable by Tenant under the terms of this Lease.

         4.02 "Operating Expenses" as used herein shall include all costs and
expenses related to the ownership, management, operation, maintenance,
replacement, improvement and repair of the Premises, Building, Project and/or
Property, or any part thereof, incurred by Landlord including but not limited
to: (1) Property supplies, materials, labor, equipment, and tools; (2)
Landlord-incurred Utility and Service Costs (as further described in Paragraph


                             2 - FULL SERVICE LEASE


<PAGE>

4.03B below), security, janitorial, trash removal, and applicable service and
maintenance agreements; (3) Property related legal, accounting, and consulting
fees, costs and expenses, including but not limited to the cost of contests of
Real Property Taxes; (4) Insurance Premiums for all policies deemed necessary by
Landlord and/or its lenders, and all deductible amounts under such policies (as
further described in Paragraph 4.03C below); (5) costs and expenses of
operating, maintaining, and repairing the Property, including but not limited to
all interior areas and also driving, parking, loading, and other paved or
unpaved areas (including but not limited to, resurfacing and striping and any
snow and ice removal Landlord elects to conduct), landscaped areas (including
but not limited to, tree trimming), building exteriors (including but not
limited to, painting and roof work), signs and directories, and lighting; (6)
capital improvements and replacements (including but not limited to, all
financing costs and interest charges); (7) compensation (including but not
limited to, any payroll taxes, worker's compensation for employees, and
customary employee benefits) of all persons, including independent contractors,
who perform duties, or render services on behalf of, or in connection with the
Property, or any part thereof, including but not limited to, Property
operations, maintenance, repair, and rehabilitation; (8) Property management
fees and the cost of providing space used by the Property manager; (9) Real
Property Taxes (as further described in Paragraph 4.03A, below); (10) Utility
and Service Costs (as further described in Paragraph 4.03E below) and (11)
Insurance Premiums (as further described in Paragraph 4.03C below).

         4.03A "Real Property Taxes" shall include any fee, license fee, tax,
levy, charge, or assessment (hereinafter individually and/or collectively
referred to as "Tax") imposed by any authority having the direct or indirect
power to tax and where such Tax is imposed against the Property, or any part
thereof, or Landlord in connection with its ownership or operation of the
Property, including but not limited to: (1) any Tax on rent or Tax against
Landlord's business of leasing the Property; (2) any Tax by any authority for
services or maintenance provided to the Property, or any part thereof, including
but not limited to, fire protection, streets, sidewalks, and utilities; (3) any
Tax on real estate or personal property levied with respect to the Property, or
any part thereof, and any fixtures and equipment and other property used in
connection with the Property; (4) any Tax based upon a reassessment of the
Property due to a change in ownership or transfer of all or part of Landlord's
interest in the Property; and, (5) any Tax replacing, substituting for, or in
addition to any Tax previously included in this definition. Real Property Taxes
do not include Landlord's federal or state net income taxes.

         4.03B "Utility and Service Costs" shall include all Landlord incurred
utility and service costs and expenses including but not limited to costs
related to water and plumbing, electricity, gas, lighting, steam, sewer, waste
disposal, and HVAC, and all costs related to plumbing, mechanical, electrical,
elevator, HVAC, and other systems.

         4.03C "Insurance Premiums" shall include all insurance premiums for all
insurance policies maintained by Landlord from time to time related to the
Property.

         4.04 Throughout the Lease Term, commencing with month 13, , Tenant will
pay as Additional Rent its Proportionate Share (of the Project and/or Building,
as designated from time to time by Landlord) of the amount by which total
Operating Expenses in each calendar year exceed total Operating Expenses for the
Base Year. Estimated payments shall be made monthly on or before the first day
of each calendar month each in the amount of Landlord's then current estimate as
outlined below. Tenant's Proportionate Share will be prorated for partial
months. All Operating Expenses will be adjusted, at the election of Landlord, to
reflect 95% occupancy during any calendar year in which the Project is not fully
occupied (in which event Operating Expenses for the Base Year shall also be so
adjusted).

         4.05 Tenant's Proportionate Share of Operating Expenses shall be
determined and paid as follows:

         4.05A. Tenant's Operating Expense estimates: On or about April 1a of
each calendar year, Landlord will provide Tenant with a statement of: (1)
Tenant's annual share of estimated Operating Expenses in excess of Base Year
Operating Expenses for the then current calendar year; (2) Tenant's monthly
Operating Expense estimate for the then current year; and, (3) Tenant's
retroactive estimate correction billing (for the period of January 1't through
the date immediately prior to the commencement date of Tenant's new monthly
Operating Expense estimate) for the difference between Tenant's new and
previously billed monthly Operating Expense estimates for the then current year.

         4.05B. Tenant's Proportionate Share of actual annual Operating
Expenses: Each year, Landlord will provide Tenant with a statement reflecting
the total Operating Expenses for the previous calendar year. If the total of
Tenant's Operating Expense estimates billed for the previous calendar year are
less than Tenant's Proportionate Share of the actual Operating Expenses in
excess of Base Year Operating Expenses, the statement will indicate the payment
amount and date due. If Tenant has paid more than its Proportionate Share of
excess Operating Expenses for the preceding calendar year, Landlord will credit
the overpayment toward Tenant's future Operating Expense obligations. Monthly
Operating Expense estimates are due on the 1s' of each month and shall commence
in the month specified by Landlord. Tenant's retroactive estimate correction,
and actual annual Operating Expense charges, if any, shall be due, in full, on
the date(s) specified by Landlord.




         4.06 Unless Landlord otherwise elects, Tenant shall pay each Operating
Expense in accordance with Tenant's Proportionate Share of the Building or
Tenant's Proportionate Share of the Project, whichever is designated by
Landlord. Landlord shall have the right to make allocations ("Allocations") to
Tenant of any one or more Operating Expenses on a different basis. Landlord
shall have the right to make any such Allocations in any manner which Landlord
deems reasonable (including use of estimates). For example, if Landlord deems it
reasonable to do so, Landlord shall have the right to elect at any time and from
time to time (a) to make any Allocation of one or more Operating Expenses based
upon Tenant's Proportionate Share of the Building and to make other Allocations
on Tenant's Proportionate Share of the Project, (b) to make Allocations of
certain Operating Expense items among less than all Tenants and/or other than
based upon the respective square footages of the Tenants, (c) to make different
Allocations for different Operating Expense, and/or (d) to alter an Allocation
or the method of determining an Allocation from time to time. In no event shall
Landlord b liable to Tenant based upon any incorrect or disputed Allocation nor
shall Tenant have any right to terminate this Lease by reason of any such
Allocation.

         4.07 Tenant shall have the right to audit landlord's submitted actual
operating expenses and tenant's proportionate share of actual annual operating
expenses calculation, by a certified CPA.

5.       LATE CHARGES

         If any sum payable by Tenant to Landlord is not received by Landlord
within five (5) business days after it becomes due, Tenant shall pay a late
charge equal to five hundred dollars ($500.00) or ten percent (10%) of the then
delinquent amount, whichever is greater. A one hundred dollar ($100.00) handling


                             3 - FULL SERVICE LEASE


<PAGE>

fee will be paid to Landlord by Tenant for each bank returned check, and Tenant
will be required to make all future payments to Landlord by wire or electronic
transfer or by cashier's check. The acceptance of late charges and returned
check charges by Landlord will not constitute a waiver of Tenant's Default nor
any other rights or remedies of Landlord.

6.       SECURITY DEPOSIT AND FINANCIAL REPORTING

         6.01 Upon Tenant's execution of this Lease, Tenant will deposit with
Landlord an initial Security Deposit in the amount specified in Paragraph 1 as
security for Tenant's full and faithful performance of every provision under
this Lease. Landlord will not be required to keep the Security Deposit separate
from its general funds and has no obligation or liability for payment of
interest thereon (except when required by law). Tenant hereby grants to Landlord
a security interest in the Security Deposit. Tenant will not have the right to
apply any part of the Security Deposit to any amounts payable under the terms of
this Lease nor is it a measure or limitation of Landlord's damages in event of a
Default by Tenant. If Tenant fails to pay any rent due herein, or otherwise is
in Default of any provision of this Lease, Landlord may, without waiver of the
Default or of any other right or remedy, use, apply or retain all or any portion
of the Security Deposit for the payment of any amount due Landlord or to
compensate Landlord for any loss or damage suffered by Tenant's Default. Within
five (5) days after written notification by Landlord, Tenant will restore the
Security Deposit to the full amount required under this Lease. Notwithstanding
the foregoing, provided that no Tenant Default under the Lease has occurred and
is continuing, Landlord shall apply a portion of the Security Deposit to Base
Rent for months thirty-four (34), thirty-five (35) and thirty-six (36) of the
Lease Term.

         6.02 Within ten (10) days after written request from Landlord, Tenant
shall deliver to Landlord such financial statements as Landlord reasonably
requests regarding Tenant or any assignee, subtenant, or guarantor of Tenant.
Tenant represents and warrants to Landlord that each financial statement is a
true and accurate statement. Landlord shall use such statements only for valid
business purposes. Landlord shall have the right to make such financial
statements and the other contents of its files available to law enforcement or
other governmental agencies upon request.

7.       USE OF PREMISES

         7.01 The Premises will be used and occupied only for Tenant's Permitted
Use. Tenant will, at its sole expense, comply with all conditions and covenants
of this Lease, and all Laws. Tenant will not use or permit the use of the
Premises, the Property or any part thereof, in a manner that is unlawful,
diminishes the appearance or aesthetic quality of any part of the Property,
creates waste or a nuisance, or causes damage to the Property. Tenant shall not
permit any objectionable or unpleasant odors, smoke, dust, gas, noise or
vibrations to emanate from the Premises nor take or permit any other action in
the Premises that would endanger, annoy, or interfere with the operations of,
Landlord or any other tenant of the Project. Tenant shall obtain, at its sole
expense, any permit or other governmental authorization required to operate its
business from the Premises. Any animals, excepting guide dogs, on or about the
Property or any part thereof are expressly prohibited.

         7.02 Landlord shall be responsible for providing all trash receptacles
and pickup for the Premises. In the event of any excessive trash in or outside
the Premises, as determined by Landlord in its sole discretion, Landlord will
have the right to remove such excess trash, charge all costs and expenses
attributable to its removal to Tenant. Tenant will not cause, maintain or permit
any outside storage on or about the Property without prior written consent by
Landlord. In the event of any unauthorized outside storage by Tenant, Landlord
will have the right, without notice, in addition to such other rights and
remedies it may have, to remove any such storage at the expense of Tenant.

8.       PARKING

         All parking will comply with the terms and conditions of this Lease and
the parking rules and regulations included in Exhibit "D." Tenant will have a
non-exclusive privilege to use those parking spaces designated by Landlord for
public parking. Vehicles parked in public parking areas will be no larger than
full-sized passenger automobiles or standard pick-up trucks. Landlord reserves
the right, without notice to Tenant, to tow away at Tenant's sole cost and
expense any vehicles parked in any parking area for any continuous period of 24
hours or more, or earlier if Landlord, in its sole discretion, determines such
parking to be a hazard or inconvenience to other Tenants or Landlord, or
violates any rules or regulations or posted notices related to parking.
Notwithstanding the foregoing, Landlord shall not tow any car, if Tenant has
made prior arrangements with Landlord to keep said car in the parking area, such



as completing Landlord's overnite parking form, or by telephonic notice to
Landlord's management office. In the event a vehicle is parked for more than
seventy two hours and Tenant has not make prior arrangements with Landlord, then
Landlord reserves the right to tow said vehicle. Landlord shall not be
responsible for enforcing Tenant's parking rights against third parties. From
time to time, Landlord reserves the right, upon written notice to Tenant, to
change the location, the availability and nature of parking spaces, establish
reasonable time limits on parking, establish a permit or decal system and, on an
equitable basis, to assign specific spaces with or without charge to Tenant as
Additional Rent, except that Landlord may not charge Tenant for the use of non
reserved parking during the primary Lease Term. The parking privileges granted
to Tenant are personal to Tenant; Tenant shall not assign or sublet parking
privileges.

9.       UTILITIES AND SERVICES

         9.01   Subject to the other provisions of this Lease, the following
services are provided.

                A.   Electricity, water, and elevator service (if elevators
                     presently serve the Premises) are provided.

                B.   Heating and air conditioning are provided 8:00 a.m. to 6:00
                     p.m. weekdays and 9:00 a.m. to 1:00 p.m. Saturdays, except
                     holidays. If Tenant desires such service during other
                     hours, Tenant must prearrange the same with Landlord and
                     pay an additional charge for such service.

                C.   Five days per week janitorial service, periodic window
                     cleaning, supplies for Building operation, and other
                     customary services.

         If Tenant uses any utility or source in excess of normal usage levels,
are determined by Landlord in its sole discretion, Landlord shall have the right
to charge Tenant for such excess use and to charge Tenant the cost to separately
meter such use.

                             4 - FULL SERVICE LEASE


<PAGE>

         9.02 Landlord will not be liable or deemed in Landlord Default, nor
will there be any abatement of rent or right to terminate this Lease, for (a)
any interruption or reduction of utilities, utility services or
telecommunication services, (b) any telecommunications or other company (whether
selected by Landlord or Tenant) failing to provide such utilities or services or
providing the same defectively, and/or (c) any utility interruption in the
nature of blackouts, brownouts, or rolling interruptions. Tenant agrees to
comply with any energy conservation programs required by law or implemented by
Landlord. Tenant acknowledges that utility and service costs and availability
may fluctuate significantly, due to power shortages or other events and factors,
and Tenant accepts the risks of such fluctuations. Landlord reserves the right,
in its sole discretion, to designate, at any time, the utility and service
providers for Tenant's use within the Property; no such designation shall impose
liability upon Landlord.

         9.03 Tenant has satisfied itself as to the adequacy of any Landlord
owned utility equipment and the quantity of telephone lines and other service
connections to the Building available for Tenant's use.

10.      TENANT ALTERATIONS AND MECHANIC'S LIENS

         10.01 The following provisions apply to "Tenant Alterations" which
means and includes (a) any alterations or improvements to the Premises
undertaken by Tenant (other than nonstructural installation of equipment or
trade fixtures), (b) any utility installations at the Premises undertaken by
Tenant, and (c) any repair, restoration, replacement, or maintenance work at the
Premises undertaken by Tenant whether or not Tenant is required to undertake
such work pursuant to this Lease. Tenant shall not commence any Tenant
Alteration without first obtaining the prior written consent of Landlord in each
instance which consent may be withheld or conditioned in Landlord's sole
discretion. Tenant shall submit such information regarding the intended Tenant
Alteration as Landlord may reasonably require, and no request for consent shall
be deemed complete until such information is delivered. The following provisions
apply to all Tenant Alterations.

                (a)  Tenant shall hire a licensed general contractor who, in
                     turn, shall hire only licensed subcontractors. All work
                     shall be conducted expeditiously and be completed within a
                     reasonable time.
                (b)  Tenant shall obtain all required permits and deliver a copy
                     of the same to Landlord. Tenant shall install all Tenant
                     Alterations in strict compliance with all permits, any
                     plans approved by Landlord, and all conditions to
                     Landlord's approval.
                (c)  Unless Landlord elects otherwise in its applicable prior
                     written consent, Tenant shall remove each Tenant Alteration
                     at the end of this Lease or Tenant's right of possession
                     and restore the Premises to its prior condition, all at
                     Tenant's expense.
                (d)  Tenant shall deliver to Landlord, within ten (10) days
                     following installation of each Tenant Alteration, (w)
                     accurate, reproducible as-built plans, (x) proof of final
                     inspection and approval by all governmental authorities,
                     (y) complete lien waivers for all costs of the Tenant
                     Alteration, and (z) a copy of a recorded notice of
                     completion.

         10.02 Landlord shall have the right to inspect all Tenant Alterations.
Tenant shall pay to Landlord a fee equal to 15% of total project cost to
compensate Landlord for review of plans, inspection of work, and other
activities regarding any Tenant Alterations, but said fee shall not apply to any
Alterations installed by Tenant for its initial occupancy of the Premises.
Approval of any plans or inspection of any work is for the sole benefit of
Landlord and is not a representation by Landlord that any work is suitable or
complies with applicable requirements. Landlord's approval of any and Tenant
Alterations and/or Landlord's approval or designation of any general contractor,
subcontractor, supplier or other project participant will not create any
liability whatsoever on the part of Landlord.

         10.03 Tenant shall pay all costs of Tenant Alterations as and when due.
Tenant shall not allow any lien to be filed. Tenant shall obtain advance lien
waivers and third-party beneficiary agreements from all contractors,
subcontractors, suppliers, and others providing equipment, labor, materials, or
services, in the form required by Landlord. If any lien is filed, then, without
waiver of any other right or remedy, Landlord shall have the right to cause such
lien to be removed by any means allowed by law, including bond, deposit, and/or
payment of the underlying claim. All sums expended by Landlord in connection
with such lien and/or its removal, including attorney fees, shall be immediately
due from Tenant to Landlord, together with interest at the rate of 12%.




         10.04 All Tenant Alterations are part of the realty and belong to
Landlord. Tenant shall be solely responsible to insure all Tenant Alterations
and to restore the same following any casualty. As a condition of Landlord
consenting to any Tenant Alterations, Landlord reserves the right, at any time:
(i) to require Tenant to pay an amount determined by Landlord to cover the costs
of demolishing part or all of any Tenant Alterations and/or the cost of
returning the Premises to their condition before any such work commenced (normal
wear and tear excepted); and/or (ii) to elect to make Tenant the owner of all or
any specified part of the Tenant Alterations and/or to require Tenant, upon
termination of this Lease, to remove none, all, or part of the same at its sole
cost and expense. The provisions of this Paragraph shall survive the termination
of this Lease.

         10.05 Notwithstanding any other provision of this Lease, Tenant shall
remove, at or prior to the expiration or termination of this Lease, at its
expense, all wiring and cabling installed at the Premises which shall have been
installed by Tenant or which Landlord shall have installed pursuant to this
Lease or at the request of Tenant. Such wiring and cabling shall include but not
be limited to (a) wiring and cabling above the ceiling panels, behind or within
walls, and under or within floors, (b) wiring and cabling for voice, data,
security or other purposes, (c) wiring and cabling installed pursuant to this
Paragraph 10, pursuant to Exhibit B, or otherwise, and (d) all related
installations, equipment and items whatsoever.

                             5 - FULL SERVICE LEASE


<PAGE>

11.      REPAIRS

         11.01 SUBJECT TO PARAGRAPH 11.02 BELOW, Tenant shall, at all times and
at its sole cost and expense, keep all parts of the Premises (including Tenant
Alterations) in good order, and in a neat, clean and safe condition. If Tenant
does not perform required maintenance, Landlord shall have the right, without
waiver of Default nor of any other right or remedy, to perform such obligations
of Tenant on Tenant's behalf, and Tenant will reimburse Landlord for any costs
incurred immediately upon demand.

         11.02 Landlord shall perform all repairs required in the Premises. All
costs incurred by Landlord in making such repairs shall be Operating Expenses;
provided, Tenant shall reimburse Landlord for 100% of any such costs incurred by
Landlord (a) due to the act or omission of Tenant (including but not limited to
clogging of plumbing, stain removal, and repair of damage to the Premises), or
(b) for repairs or maintenance in excess of or other than routine Building
standard repairs and maintenance as determined by Landlord in its sole
discretion (for example, maintenance of any above standard dedicated HVAC unit,
repair of built-in appliances, or periodic replacing of above standard light
bulbs). Tenant expressly waives the benefit of any statute or other legal right
now or hereafter in effect which would otherwise afford Tenant the right to make
repairs at Landlord's expense, whether by deduction of rent or otherwise, or to
terminate this Lease because of Landlord's failure to keep the Property, or any
part thereof in good order, condition and repair.

12.      INSURANCE

         12.01 Tenant will not do or permit anything to be done within or about
the Premises or the Property which will increase the existing rate of any
insurance on any portion of the Property or cause the cancellation of any
insurance policy covering any portion of the Property. Tenant will, at its sole
cost and expense, comply with any requirements of any insurer of Landlord.

         12.02 Tenant agrees to maintain policies of insurance described in this
Paragraph. Landlord reserves the right, from time to time, to require additional
coverages (including, for example, flood insurance, if the Premises is located
in a flood hazard zone), and/or to require higher amounts of coverages. No
insurance policy of Tenant shall have a deductible greater than $25,000.

         (a)   Workers' Compensation          Statutory Requirements
               Employer's Liability           Not less than $1,000,000.00

         (b)   Commercial General Liability   Not less than $1,000,000.00
                                              combined single limit per
                                              occurrence
                                              Not less than $2,000,000.00
                                              aggregate this location

The Commercial General Liability policies shall insure on an occurrence and not
a claims-made basis and cover the Premises, Project and Property. Such policies
shall cover liability arising from premises, operations, independent
contractors, products-completed operations, personal injury, advertising injury
and liability assumed under an insured contract (specifically insuring
performance of the indemnity obligations of Tenant hereunder); such policies
shall not be excess, nor exclude pollution or employment-related practices.

                (c)  Automobile Liability (for Tenant owned vehicles) Not less
                     than $300,000.00 combined single limit including property
                     damage

                (d)  "Causes of Loss -- Special Form" coverage including
                     endorsements for flood coverage, earthquake sprinkler leak
                     coverage, and such endorsements and supplemental coverages
                     as Landlord may require from time to time. This insurance
                     coverage must be upon the Premises and all property owned
                     by Tenant, for which Tenant is legally liable, which Tenant
                     is obligated to repair and restore hereunder, and/or which
                     was installed at the expense of or at the request of
                     Tenant, including but not limited to, any Tenant
                     Alterations, furniture, fixtures, equipment, installations
                     and any other personal property of Tenant, in an amount not
                     less than their full replacement value. All proceeds of
                     this insurance shall only be used for the repair and
                     replacement of property so insured; Tenant hereby assigns
                     to Landlord all its rights to receive any proceeds of such
                     insurance policies attributable to any Tenant Alterations
                     if this Lease is terminated due to damage or destruction.




                (e)  The limits of the insurance coverage required under this
                     Lease will not limit the liability of Tenant nor relieve
                     Tenant of any obligation hereunder. All insurance to be
                     carried by Tenant will be primary to, and non-contributory
                     with, Landlord's insurance, and contain cross-liability
                     endorsements and will in addition to the above coverage
                     specifically insure Landlord against any damage or loss
                     that may result either directly or indirectly from any
                     default of Tenant under Paragraph 14 (Hazardous Materials)
                     herein. Any similar insurance carried by Landlord will be
                     considered excess insurance only.

         12.03 Tenant will name Landlord (and, at Landlord's request, any
mortgagee) and Landlord's agents as additional insured's on all insurance
policies required of Tenant under this Lease, other than Worker's Compensation,
Employer's Liability, Automobile Liability, and Fire and Extended coverage
(except on Tenant Alterations to the Premises or which Landlord shall be named
an additional insured) insuring Landlord and such other additional insured's
regardless of any defenses the insurer may have against Tenant and regardless of
whether the subject claim is also made against Tenant. All insurance policies
carried by Tenant will permit the insured, prior to any loss, to agree with a
third party to waive any claim it might have against said third party without
invalidating the coverage under the insurance policy, and will release Landlord
(and Landlord's affiliates and subsidiaries, and all officers, partners,
directors, and employees of Landlord and/or of any such subsidiary or
affiliate), from any claims for damage to any person, to the Property of which
the Premises are a part, any existing improvements, Tenant Alterations to the
Premises, and to any furniture, fixtures, equipment, installations and any other
personal property of Tenant caused by or resulting from, risks which are to be
insured against by Tenant under this Lease, regardless of cause.

                             6 - FULL SERVICE LEASE


<PAGE>

         12.04 Tenant will deliver to Landlord (and, at Landlord's request, to
any mortgage or to any other third party), simultaneously with its execution of
this Lease and thereafter at least thirty (30) days prior to expiration,
cancellation or change in insurance, certificates of insurance evidencing, at a
minimum, the coverage specified in Paragraph 12.02. All such certificates shall
be in form and substance satisfactory to Landlord, shall affirmatively
demonstrate all coverages and requirements set forth in this Lease, shall
contain no disclaimers of coverage, and shall include a firm and unconditional
obligation to give to Landlord at least 10 days' prior written notice prior to
cancellation or change in any coverage. All insurance required hereunder will be
with companies licensed and authorized to do business in the state in which the
Property is located and holding a "General Policyholders Rating" of "A VIII" or
better, as set forth in the most current Best's Insurance Guide.

         12.05 Landlord will secure and maintain insurance coverage in such
limits as Landlord may deem reasonable in its sole judgment to afford Landlord
adequate protection. The premiums for such coverage are "Insurance Premiums"
under Paragraph 4.03C above. Any proceeds of such insurance shall be the sole
property of Landlord to use as Landlord determines. Landlord makes no
representation that the insurance policies and coverage amounts specified to be
carried by Tenant or Landlord under the terms of this Lease are adequate to
protect Tenant. Tenant will provide, at its own expense, all insurance as Tenant
deems adequate to protect its interests.

         12.06 Without limiting the effect of any other waiver of or limitation
on the liability of Landlord set forth herein, and except as provided in
Paragraph 13 and/or Paragraph 14 below, neither Landlord nor Tenant shall be
liable to the other party or to any insurance company (by way of subrogation or
otherwise) for any loss of or damage to tangible property due to casualty
regardless of negligence. For purposes of this Paragraph 12.06, "Landlord" shall
include Landlord's affiliates and subsidiaries, and all officers, partners,
directors, and employees of Landlord or of any such subsidiary or affiliate.

13.      WAIVER OF CLAIMS AND INDEMNIFICATION

         Tenant waives all claims against Landlord for any damage to any
property in or about the Property, for any loss of business or income, and for
injury to or death of any persons, regardless of the cause of any such loss or
event (including negligence) or time of occurrence. Tenant will indemnify,
protect, defend and hold harmless Landlord from and against all claims, losses,
damages, causes of action, costs, expenses and liabilities, including legal
fees, arising out of Tenant's occupancy of the Premises or presence on the
Property, the conduct of Tenant's business, any Default by Tenant, and/or any
act, omission or neglect of Tenant, its agents, contractors, employees,
suppliers, licensees or invitees. For purposes of this Paragraph 13, "Landlord"
shall include also Landlord's affiliates and subsidiaries, and all officers,
partners, directors, and employees of Landlord or of any such subsidiary or
affiliate.

14.      HAZARDOUS MATERIALS

         14.01 "Hazardous Materials" will mean any substance commonly referred
to, or defined in any Law, as a hazardous material or hazardous substance (or
other similar term), including but not be limited to, chemicals, solvents,
petroleum products, flammable materials, explosives, asbestos, urea
formaldehyde, PCB's, chlorofluorocarbons, freon or radioactive materials. Tenant
will not cause or permit any Hazardous Materials to be brought upon, kept,
stored, discharged, released or used in, under or about any portion of the
Property by Tenant, or its agents without the prior written consent of Landlord,
which consent may be withheld or conditioned in Landlord's sole discretion;
provided, Tenant may bring into the Premises small amounts of Hazardous
Materials (such as cleaning products and copy toner) which are readily available
to Tenant by unregulated retail purchase if the same are necessary in Tenant's
normal business operations. If Tenant brings any Hazardous Materials to the
Premises or Property, with or without the prior written consent of Landlord
(without waiver of the requirement of prior written consent), Tenant shall: (1)
use such Hazardous Material only as is reasonably necessary to Tenant's
business, in small, properly labeled quantities; (2) handle, use, keep, store,
and dispose of such Hazardous Material using the highest accepted industry
standards and in compliance with all applicable Laws; (3) maintain at all times
with Landlord a copy of the most current MSDS sheet for each such Hazardous
Material; and (4) comply with such other rules and requirements Landlord may
from time to time impose. Upon expiration or earlier termination of this Lease,
Tenant will, at Tenant's sole cost and expense, because all Hazardous Materials
brought to the Premises or the Property by Tenant, its agents, contractors,
employees, suppliers, licensees or invitees, to be removed from the Property in
compliance with any and all applicable Laws.

         14.02 If Tenant or its agents violate the provisions of this Paragraph
14, or performs any act or omission which contaminates or expands the scope of
contamination of the Premises, the Property, or any part thereof, the underlying
groundwater, or any property adjacent to the Property, then Tenant will
promptly, at Tenant's expense, take all investigatory and/or remedial action
(collectively called "Remediation") that is necessary to fully clean up, remove
and dispose of such Hazardous Materials and any contamination so caused and
shall do so in compliance with any applicable Laws. Tenant will also repair any
damage to the Premises and any other affected portion(s) of the Property caused
by such contamination and Remediation.




         14.03 Tenant shall immediately provide to Landlord written notice of
any investigation or claim arising out of the use by Tenant of Hazardous
Materials at the Property or the violation of any provision of this Paragraph 14
and shall keep Landlord fully advised regarding the same. Tenant shall provide
to Landlord all reports regarding the use of Hazardous Materials by Tenant at
the Property and any incidents regarding the same, regardless of whether any
such documentation is considered by Tenant to be confidential. Landlord retains
the right to participate in any legal actions affecting the Property involving
Hazardous Materials.

         14.04 Tenant will indemnify, protect, defend and forever hold Landlord,
its lenders and ground Landlord, if any, and the Premises, the Property, or any
portion thereof, harmless from any and all damages, causes of action, fines,
losses, liabilities, judgments, penalties, claims, and other costs arising out
of any failure of Tenant to observe any covenants of this Paragraph 14 of this
Lease. All provisions of this Paragraph 14 shall survive the expiration of this
Lease and any termination of this Lease or of Tenant's right of possession. For
purposes of this Paragraph 14.04, "Landlord" shall include also Landlord's
affiliates and subsidiaries, and all officers, partners, directors, and
employees of Landlord or of any such subsidiary or affiliate.

                             7 - FULL SERVICE LEASE


<PAGE>

15.      LANDLORD'S ACCESS

         Landlord, its agents, contractors, consultants, servants and employees,
will have the right to enter the Premises at any time in the case of an
emergency, and otherwise at reasonable times to examine the Premises, perform
work in the Premises, show the Premises, exercise any right or remedy, or for
any other purpose. For each of these purposes, Landlord will at all times have
and retain any necessary keys. Tenant will not alter any lock or install new or
additional locks or bolts on any door in or about the Premises without obtaining
Landlord's prior written approval and will, in each event, furnish Landlord with
a new key. Access by Landlord will not give Tenant the right to terminate this
Lease, and will be without abatement of rent or liability on the part of
Landlord.

16.      DAMAGE OR DESTRUCTION

         16.01 If the Premises is damaged or destroyed by fire or other
casualty, Tenant will immediately give written notice to Landlord of the
casualty. Landlord will have the right to terminate this Lease following a
casualty if any of the following occur: (i) insurance proceeds actually paid to
Landlord and available for use are not sufficient to pay the full cost to fully
repair the damage; (ii) Landlord determines that the Premises or the Building
cannot be fully repaired within 180 days; (iii) the Premises are damaged or
destroyed within the last twelve (12) months of the Lease Term; (iv) Tenant is
in Default of this Lease at the time of the casualty; (v) Landlord would be
required under this Lease to abate or reduce Tenant's rent for a period in
excess of six (6) months if the repairs were undertaken; or (vi) the Project, or
the Building in which the Premises is located, is damaged such that the cost of
repair of the same would exceed 10% of the replacement cost of the same. If
Landlord elects to terminate this Lease, Landlord will be entitled to retain all
applicable Tenant insurance proceeds excepting those attributable to Tenant's
furniture, fixtures, equipment, and any other personal property.

         16.02 If this Lease is not terminated pursuant to Paragraph 16.01,
Landlord will repair the Premises and this Lease shall continue. The repair
obligation of Landlord shall be limited to repair of the Premises excluding any
Tenant Alterations, and any personal property and trade fixtures of Tenant.
During the period of repair, rent will be abated or reduced in proportion to the
degree to which Tenant's use of the Premises is impaired, as determined by
Landlord, not to exceed the total amount of rent loss insurance proceeds,
directly attributable to Tenant's Premises, Landlord has received. However, rent
will not be abated if Tenant or any of its agents is the cause of the casualty.

17.      TRANSFER (ASSIGNMENT/SUBLETTING)

         17.01 Tenant will not, voluntarily or by operation of law, assign,
sell, convey, sublet or otherwise transfer all or any part of Tenant's right or
interest in this Lease, or allow any other person or entity to occupy or use all
or any part of the Premises (collectively called "Transfer") without first
obtaining the written consent of Landlord which may not be unreasonably withheld
or conditioned by Landlord. Any Transfer without the prior written consent of
Landlord shall be void. Without limiting the generality of the definition of
"Transfer," it is agreed that each of the following shall be deemed a "Transfer"
for purposes of this Paragraph: (a) an entity other than Tenant becoming the
tenant hereunder by merger, consolidation, or other reorganization; and (b) a
transfer of any ownership interest in Tenant (unless Tenant is an entity whose
stock is publicly traded). Tenant shall provide to Landlord all information
requested by Landlord concerning a Transfer. If Landlord has not granted consent
in writing to a Transfer within thirty (30) days of Tenant's request hereunder
and delivery of all such information, Landlord will be deemed to have rejected
Tenant's request. In no event shall Tenant mortgage, encumber, pledge or assign
for security purposes all or any part of its interest in this Lease.

         17.02 In the event Landlord consents to a Transfer, the Transfer will
not be effective until Landlord receives a fully executed agreement regarding
the Transfer, in a form and of substance acceptable to Landlord, any documents
or information required by such agreement (including any estoppel certificate
and any subordination agreement required by any lender of Landlord), an amount
equal to all attorneys fees and other expenses of Landlord incurred in
connection with the Transfer, and a Transfer fee in an amount determined by
Landlord (a minimum fee of $250 is payable). Tenant agrees to pay to Landlord an
amount equal to all attorneys' fees and other expenses incurred by Landlord
related to a request for consent to Transfer regardless of whether such consent
is granted and regardless of whether the Transfer is consummated.

         17.03 Any consideration paid to Tenant for assignment of this Lease,
less any reasonable brokerage commission paid by Tenant with respect to such
assignment, shall be immediately paid to Landlord. In the event of a sublease of
all or a portion of the Premises, all rents payable by the subtenant in excess
of rents payable hereunder (allocated on a per square foot basis in the event of
a partial sublease) shall be immediately due and payable to Landlord; provided,
excess rental shall be calculated taking into account straight-line
amortization, without interest, of any reasonable brokerage commission paid by
Tenant in connection with the subject sublease transaction.




         17.04 Landlord may, within thirty (30) days after submission of
Tenant's written request for Landlord's consent to a Transfer, terminate this
Lease (or, as to a partial subletting, terminate this Lease as to the portion of
the Premises proposed to be sublet) as of the date the proposed Transfer was to
be effective. If Landlord terminates this Lease as to only a portion of the
Premises, then (a) this Lease shall cease as to such portion of the Premises,
(b) Tenant shall pay to Landlord all Base Rent and other amounts accrued through
the termination date relating to the portion of the Premises covered by the
proposed Transfer (allocated on an equitable basis determined by Landlord), and
(c) Tenant shall execute, upon request of Landlord, an amendment hereto setting
forth matters related to such partial termination. Landlord may physically
separate the recaptured portion of the Premises and lease such portion of the
Premises to the prospective transferee (or to any other person) without
liability to Tenant.

         17.05 Regardless of whether consent by Landlord is granted in
connection with any Transfer, no Transfer shall release Tenant from any
obligation or liability hereunder; Tenant shall remain primarily liable to pay
all rent and other sums due hereunder to Landlord and to perform all other
obligations hereunder. Similarly, no Transfer, with or without the consent of
Landlord, shall release any guarantor from its obligations under its guaranty.
Upon any assignment or sublease, any rights, options or opportunities granted to
Tenant hereunder to extend or renew the Lease Term, to shorten the Lease Term,
or to lease additional space shall be null and void.

                             8 - FULL SERVICE LEASE


<PAGE>

18.      DEFAULT

         Time is of the essence in the performance of all covenants of Tenant.
Tenant will be in Default if any of the following events occurs:

         18.01 Tenant fails to make, as and when due, any payment of Base Rent,
Additional Rent, or any other monetary payment required to be made by Tenant
herein and Tenant does not cure such failure within three (3) days after
Landlord gives written notice of such failure to Tenant; provided, if Landlord
has given such a written notice with respect to two (2) payments due in any
calendar year, then the failure by Tenant to pay any other payment due in such
calendar year, on or before the date when first due, shall be a Default
hereunder without any written notice from Landlord and without any grace or cure
period.

         18.02 Landlord discovers that any representation or warranty made by
Tenant or any guarantor was materially false when made or that any financial
statement of Tenant or of any guarantor of this Lease given to Landlord was
materially false.

         18.03 Tenant makes any general arrangement or assignment for the
benefit of creditors, becomes a "debtor" in a bankruptcy proceeding, is unable
to pay its debts or obligations as they occur, or has an attachment, execution
or other seizure of substantially all of its assets located at the Property or
its interest in this Lease.

         18.04 Tenant fails to observe, perform or comply with any of the
non-monetary terms, covenants, conditions, provisions or rules and regulations
applicable to Tenant under this Lease other than as specified above in this
Paragraph 18; provided, if such failure (i) is not intentional on the part of
Tenant, (ii) is not the type of failure as to which Landlord shall have
previously given Tenant written notice, (iii) does not constitute a default or
violation under any loan or other agreement to which Landlord is a party, and
(iv) is, in the sole opinion of Landlord, a curable failure, then such failure
shall not be a "Default" unless Tenant does not cure such failure within ten
(10) days following written notice of such failure from Landlord.

         18.05 Any guarantor becomes insolvent, becomes a "debtor" in a
bankruptcy proceeding, fails to perform any obligation under its guaranty, or
attempts to revoke its guaranty.

19.      REMEDIES OF LANDLORD

         19.01 If Tenant fails to perform any duty or obligation of Tenant under
this Lease, Landlord may at its option, without waiver of Default nor any other
right or remedy, perform any such duty or obligation on Tenant's behalf. The
costs and expenses of any such performance by Landlord will be immediately due
and payable by Tenant upon receipt from Landlord of the reimbursement amount
required.

         19.02 Upon a Default, with or without notice or demand, and without
limiting any other of Landlord's rights or remedies, Landlord may:

                (a)  Terminate this Lease and/or terminate Tenant's right to
                     possession of the Premises. Upon any such termination,
                     Tenant will immediately surrender possession of the
                     Premises to Landlord. On termination of this Lease or
                     Tenant's right of possession, Landlord will be entitled to
                     recover from Tenant: (i) the worth at the time of the award
                     of the unpaid rent which had been earned at the time of the
                     termination; (ii) the worth at the time of the award of the
                     amount by which the unpaid rents which would have been
                     earned after termination until the time of award exceeds
                     the amount of such rental loss that Tenant proves could
                     have been avoided; (iii) the worth at the time of the award
                     of the amount by which the unpaid rents for the balance of
                     the Lease Term after the time of award exceeds the amount
                     of such rental loss for such period that Tenant proves
                     could be reasonably avoided; and (iv) the worth at the time
                     of the award of any other amount necessary to compensate
                     Landlord for all the damage proximately caused by Tenant's
                     failure to perform its obligations under this Lease,
                     including specifically the unamortized portion of all
                     brokerage commissions paid in connection with this Lease
                     and all costs of Landlords Work (amortized without interest
                     on a straight line basis over the initial Lease Term), and
                     reimbursement of any free rent, deferred rent or other
                     Lease execution inducement. The expiration or termination
                     of this Lease, and/or the termination of Tenant's right to
                     possession, will not release Tenant from any liability
                     under this Lease.




                (b)  Continue the Lease and Tenant's right to possession and
                     recover rent as it becomes due. Acts of maintenance or
                     preservation, efforts to relet the Premises, removal or
                     storage of Tenant's personal property or the appointment of
                     a receiver to protect Landlord's interest under this Lease,
                     will not constitute a termination of Tenant's right to
                     possession.

                (c)  Pursue any other remedy now or hereafter available to
                     Landlord under the laws or judicial decisions of the state
                     wherein the Premises is located.

         19.03 The "worth at the time of award" referred to in Paragraph
19.02(a)(i), 19.02(a)(ii), and 19.02(a)(iv) will additionally include interest
computed by allowing interest at the rate of 12% per annum (or, if lower, at the
maximum rate allowed by law). The "worth at the time of award" referred to in
Paragraph 19.02(a)(iii) will be computed by discounting the amount at the
discount rate of the Federal Reserve Bank of San Francisco in effect at the time
of award, plus one percent (1%).

         19.04 No right or remedy conferred upon or reserved to Landlord in this
Lease is intended to be exclusive of any right or remedy granted to Landlord by
statute or common law, and each and every such right and remedy will be
cumulative.

20.      CONDEMNATION

         If any portion of the Premises or any portion of the Building in which
the Premises is located, or any portion of the Property which would
substantially interfere with Landlord's ownership, or Landlord's or Tenant's
ability to conduct business is taken for any public or quasi- public purpose by
any governmental authority, including but not limited to, by exercise of the
right of appropriation, inverse condemnation, condemnation or eminent domain, or
sold in lieu of such taking, Landlord, at its option, may terminate this Lease
without recourse by Tenant. If this Lease is not terminated, Landlord will


                             9 - FULL SERVICE LEASE


<PAGE>

promptly proceed to restore the Premises and/or any portion of the Property used
in common by all Tenants to substantially the same condition as prior to such
taking allowing for any reasonable effects of such taking. Should a portion of
the Premises be taken in a case where Landlord does not exercise its right to
terminate this Lease, Landlord will abate the rent corresponding to the term
during which, and to the part of the Premises which, Tenant is deprived on
account of such taking. Any award for any taking or payment made in lieu of
exercise of such power will be the property of Landlord, whether such award be
made as compensation for diminution of value of the leasehold or for the taking
of the fee, or as severance damages; however, Tenant will be entitled to any
compensation, separately awarded to Tenant for Tenant's relocation expenses.

21.      ESTOPPEL CERTIFICATE

         Tenant will execute and deliver to Landlord, within ten (10) business
days after written request from Landlord, a written Estoppel Certificate in form
prepared by Landlord certifying: (I) that this Lease is unmodified and in full
force and effect (or, if modified, specifying each such modification); (ii) the
Term Commencement Date and expiration of the Lease Term; (iii) the absence or
status of any rights of Tenant to renew, extend, or otherwise alter the Lease
Term or to lease additional space or alter the definition of the Premises; (iv)
the date to which rent and any other charges are paid in advance, if any; (v)
that there are not, to Tenant's knowledge, any uncured Defaults on the part of
Landlord, or stating the nature of any uncured Defaults; (vi) the current Base
Rent amount and the amount and form of the Security Deposit on deposit with
Landlord; (vii) that Landlord has completed any promised improvements to the
Premises and paid any promised improvement allowance (or detailing any work to
be performed or allowance to be paid); and (viii) any other information
requested, including but not limited to, any requested information regarding
Hazardous Materials. Any such Estoppel Certificate may be relied upon by
Landlord, and also by any actual or prospective buyer or lender of the Property
and any other third party designated by Landlord (the "Beneficiaries"). If
Tenant fails to execute and deliver such Estoppel Certificate within such ten
(10) day period, then without waiver of Default or of any other right or remedy
of Landlord, Landlord shall have the right to deliver to the Beneficiaries a
completed Substitute Estoppel Certificate regarding this Lease certifying the
matters which Tenant was requested to certify in the Estoppel Certificate. A
notice enclosing a copy of the Substitute Estoppel Certificate shall be
simultaneously sent to Tenant. Each statement in the Substitute Estoppel
Certificate shall be deemed true, and shall be binding upon Tenant, unless
Tenant provides, within five (5) days of the receipt of Landlord's notice,
written notice addressed to Landlord and the Beneficiaries disagreeing with such
statement on specific grounds. Tenant shall defend and indemnify Landlord
regarding any claim that a statement in the Substitute Estoppel Certificate to
which Tenant did not so disagree is inaccurate.

22.      NOTICES

         All communications and notices required under this Lease shall be in
writing and shall be addressed to the respective, address of the receiving party
set forth in Paragraph 1 above. All notices to Tenant shall be given by
reputable overnight courier, U. S. mail (First Class, postage prepaid), or hand
delivery, and shall be deemed received (i) if mailed, on the earlier of actual
receipt or three (3) days after such mailing, (ii) one business day following
delivery by Landlord to such an overnight courier, or (iii) upon hand delivery.
Any notice to Tenant may also be given by posting at the Premises and shall be
effective upon such posting. Notices to Landlord shall be sent to Landlord by U.
S. mail, postage prepaid, registered or certified mail with return receipt
requested to the address indicated in Paragraph 1 and shall be deemed received
five (5) days after such mailing. At any time during the Lease Term, Landlord or
Tenant may specify a different Notice Address by providing written notification
to the other.

23.      HOLDOVER

         If Tenant remains in possession of all or any part of the Premises with
Landlord's prior written consent after the expiration or termination of this
Lease or of Tenant's right to possession, such possession will constitute a
month-to-month tenancy which may be terminated by either Landlord or Tenant upon
thirty (30) days written notice and will not constitute a renewal or extension
of the Lease Term. If Tenant remains in possession after such expiration or
termination without Landlord's prior written permission, such possession will
constitute a tenancy-at-will terminable upon forty-eight (48) hours' notice by
Landlord and will not constitute a month-to-month tenancy nor a renewal or
extension of the Lease Term. in the event of a month-to-month tenancy or
tenancy-at-will under this Paragraph, Tenant's Base Rent will be one hundred
fifty percent (150%) of the Base Rent payable during the last month of the Lease
Term, any other sums due under this Lease will be payable in the amounts and at
the times specified in this Lease, and all options, rights of refusal,
expansions and/or renewals shall be null and void. Any tenancy under this
Paragraph will be subject to every other term, condition and covenant contained
in this Lease. Tenant agrees to defend, indemnify and hold Landlord harmless
from any claim or cause of action arising out of related to the failure of
Tenant to surrender possession of the Premises to Landlord upon the expiration
of this Lease or upon any such termination.




24.      RELOCATION OF THE PREMISES

         Landlord may, at any time during the Lease Term, relocate Tenant to
substantially comparable space within the Project. Landlord will give Tenant a
written notice of its intention to relocate the Premises and Tenant will
complete such relocation within sixty (60)) days after receipt of such written
notice. Landlord shall pay all reasonable costs and expenses of such relocation
(), and the terms and conditions of the Lease will remain in full force and
effect except for any actual adjustments in Base Rent or Tenant's Proportionate
Share that may result from a square footage adjustment due to such relocation.
If the space to which Landlord proposes to relocate Tenant is not substantially
the same in configuration and finish out as the Premises, or if the Base Rent of
the new space is not substantially the same as the prior Base Rent, Tenant may
so notify Landlord, and if Landlord fails to offer space satisfactory to Tenant,
Tenant may terminate this Lease effective as of the thirtieth (30th) day after
Landlord's initial notice.

25.      DEFAULT BY LANDLORD; LIMITATION OF LIABILITY; REAL ESTATE INVESTMENT
         TRUST

         25.01 In the event Landlord fails to perform any obligation required to
be performed under this Lease, Tenant will notify Landlord in writing of such
failure. Landlord shall not be deemed in Landlord Default hereunder unless and
until such notice is actually received by Landlord and Landlord fails within
thirty (30) days of receipt of such notice to commence to make a good faith
effort to cure the failure or thereafter ceases to pursue such cure to
completion.

                            10 - FULL SERVICE LEASE


<PAGE>

         25.02 The obligations of Landlord under this Lease shall be binding
only on the undersigned Landlord and not upon any of its subsidiaries or
affiliates nor upon any partners, investors, trustees, directors, officers,
employees, agents, shareholders, advisors or managers of Landlord In their
individual capacities. With respect to any obligations of Landlord to Tenant
under this Lease and with respect to any liabilities arising at the Property,
Tenant's sole and exclusive remedy shall be a claim against the undersigned
Landlord.

         25.03 In consideration of the benefits accruing hereunder, Tenant on
behalf of itself and all of its Transferees covenants and agrees that, in the
event of any actual or alleged Landlord Default of this Lease or in the event of
any other claim or cause of action by Tenant, Tenant's recourse against Landlord
for any monetary damages (over and above damages actually paid by available
insurance, if any) will be limited to the lesser of (a) the actual amount of
equity of Landlord in the Property, or (b) the amount of equity Landlord would
have in the Property if the Property were encumbered by debt in an amount equal
to eighty percent (80%) of the value of the Property; calculations of equity
shall be made as of the initial date Tenant notifies Landlord of the actual or
alleged Default or other claim. Any judgment against Landlord shall be satisfied
only out of the Property; no other assets of Landlord shall be subject to levy,
execution or other enforcement procedure for the satisfaction of any judgment by
Tenant against Landlord. Any claims by Tenant against Landlord will be limited
to actual damages only and will not, under any circumstances, include lost
profits or consequential damages.

         25.04 If Landlord is a real estate investment trust, and if Landlord in
good faith determines that its status as a real estate investment trust under
the applicable provisions of the Internal Revenue Code of 1986, as heretofore or
hereafter amended, will be jeopardized because of any provision of this Lease,
Landlord may require reasonable amendments to this Lease and Tenant shall not
unreasonably withhold or delay its consent thereto, provided that such
modifications do not in any way, (i) increase the obligations of Tenant under
this Lease or (ii) adversely affect any rights or benefits to Tenant under this
Lease. Landlord shall pay all reasonable costs incurred by Tenant, including
without limitation, legal fees incurred for reviewing any such proposed
modifications.

         25.05 Tenant represents that, to its knowledge, no person or entity who
is a significant indirect owner of Landlord, owns actually or constructively a
10% or more interest in Tenant. Tenant will promptly notify Landlord if it
learns that any such ownership interest exists. Significant owners of Landlord
at this time include Public Storage, Inc. and New York Common Retirement Fund.

         25.06 Landlord and any successor Landlord have the right to sell the
Property or any portion of it, or to assign its interest in this Lease, at any
time and from time to time. Upon the sale or any other conveyance by Landlord of
the Property, or a portion thereof which includes the Premises, Landlord will be
released from all obligations and liability under this Lease arising out of any
act, event, occurrence or omission occurring or existing after the date of such
conveyance.

26.      SUBORDINATION

         Without the necessity of any additional document being executed by
Tenant for the purposes of effecting a subordination, and at the election of
Landlord or any mortgagee or any ground Landlord with respect to the land of
which the Premises are a part, this Lease will be subject and subordinate at all
times to: (i) all ground leases or underlying leases which may now exist or
hereafter be executed affecting the Property, and (ii) the lien of any mortgage
or deed of trust which may now exist or hereafter be executed in any amount for
which the Property, ground leases or underlying leases, or Landlord's interest
or estate in any of said items is specified as security. Landlord or any
mortgagee or ground Landlord will have the right, at its election, to
subordinate or cause to be subordinated any ground Tenant or underlying leases
or any such liens to this Lease. If Landlord's interest in the Premises is
acquired by any ground Landlord or mortgagee, or in the event any proceedings
are brought for the foreclosure of, or in the event of exercise of power of sale
under, any mortgage or deed of trust made by Landlord covering the Premises, or
in the event a conveyance in lieu of foreclosure is made for any reason, Tenant
will, notwithstanding any subordination and upon the request of such successor
in interest to Landlord, attorney to and become the Tenant of the successor in
interest to Landlord and recognize such successor in interest as the Landlord
under this Lease. Tenant acknowledges that although this Paragraph is
self-executing, Tenant covenants and agrees to execute and deliver, upon demand
by Landlord and in the form requested by Landlord, or any other mortgagee or
ground Landlord, any additional documents evidencing the priority or
subordination of this Lease with respect to any such ground leases or underlying
leases or the lien of any such mortgage or deed of trust. Tenant agrees that any
person or entity who acquires title to the Premises pursuant to a foreclosure of
a deed of trust or mortgage, or deed in lieu thereof, or the termination of an
underlying ground lease or master lease (a "Foreclosing Party"), even if such
Foreclosing Party elects to have Tenant attorn to the Foreclosing Party under



this Lease, shall not be (i) liable for any act or omission of any prior
Landlord or with respect to events occurring prior to its acquisition of
ownership, (ii) subject to any offsets or defenses which Tenant might have
against any prior Landlord, (iii) bound by prepayment of more than one month's
rent, (iv) liable for any security deposit not actually received by such person
or entity, (v) bound by any amendment or modification to this Lease not
consented to in writing by the holder of the mortgage, deed of trust, ground
lease or master lease or the Foreclosing Party, or (vi) liable for any
obligation or liability accruing under this Lease after the Foreclosing Party
assigns its interest under this Lease to a third party. Any such Foreclosing
Party is expressly made a third party beneficiary of the foregoing provisions,
and all other provisions of this Lease which are for the benefit of a
Foreclosing Party, which rights shall survive a foreclosure of the deed of trust
or mortgage.

27.      FORCE MAJEURE

         Landlord will not be deemed in Landlord Default or have liability to
Tenant, nor will Tenant have any right to terminate this Lease or abate rent or
assert a claim of partial or constructive eviction, because of Landlord's
failure to perform any of its obligations under this Lease if the failure is due
in part or in full to reasons beyond Landlord's reasonable control. If this
Lease specifies a time period for performance of an obligation by Landlord, that
time period will be extended by the period of any delay in Landlord's
performance caused by such events as described herein.

28.      MISCELLANEOUS PROVISIONS

         28.01 Whenever the context of this Lease requires, the word "person"
shall include any entity, and the singular shall include the plural and the
plural shall include the singular. If more than one person or entity is Tenant,
the obligations of each such person or entity under this Lease will be joint and
several. Without diminishing the provisions of Paragraph 17, the terms,
conditions and provisions of this Lease will apply to and bind the heirs,
successors, executors, administrators and assigns of Landlord and Tenant.

                            11 - FULL SERVICE LEASE


<PAGE>

         28.02 The captions and headings of this Lease are used for the purpose
of convenience only and shall not be construed to interpret, limit or extend the
meaning of any part of this Lease. This Lease contains all of the agreements and
conditions made between Landlord and Tenant and may not be modified in any
manner other than by a written agreement signed by both Landlord and Tenant. Any
statements, promises, agreements, warranties or representations, whether oral or
written, not expressly contained herein will in no way bind Landlord and Tenant
expressly waives all claims for damages by reason of any statements, promises,
agreements, warranties or representations, if any, not contained in this Lease.
No provision of this Lease shall be deemed to have been waived by Landlord
unless such waiver is in writing signed by a regional vice president or higher
of Landlord or of Landlord's management company, and no custom or practice which
may develop between the parties during the Lease Term shall waive or diminish
the Landlord's right to enforce strict performance by Tenant of any terms of the
Lease. No waiver by Landlord of a Default by Tenant of any term, covenant or
condition of this Lease will be deemed a waiver of any other term, covenant or
condition of this Lease, or of any subsequent Default by Tenant of the same or
any other term, covenant or condition of this Lease. No delay or omission by
Landlord to seek a remedy for any Tenant Default of this Lease shall be deemed a
waiver by Landlord of its remedies or rights with respect to such Default.
Additionally, regardless of Landlord's knowledge of a Default at the time of
such acceptance, the acceptance of rent or any other payment by Landlord will
not constitute a waiver by Landlord of any Default by Tenant. The duties and
warranties of Landlord are limited to those expressly stated in this Lease and
do not and shall not include any implied duties or implied warranties, now or in
the future. No representations or warranties have been made by Landlord other
than those contained in this Lease. This Lease is governed and construed in
accordance with the laws of the state in which the Premises are located, and
venue of any legal action will be in the county where the Premises are located.

         28.03    Time is of the essence for the performance of each term,
condition and covenant of this Lease.

         28.04 This Lease has been fully reviewed by both parties and shall not
be strictly or adversely construed against the drafter. If any provision
contained herein is determined to be invalid, illegal or unenforceable in any
respect, then (a) such provision shall be enforced to the fullest extent
allowed, and (b) such invalidity, illegality, or unenforceability will not
affect any other provision of this Lease.

         28.05 Tenant hereby agrees not to disclose any terms of this Lease
without the prior written consent of Landlord. Tenant shall not record this
Lease or any short form memorandum hereof.

         28.06 The rights and obligations of the parties under this Lease shall
survive the expiration of this Lease and the termination of this Lease and/or of
Tenant's right of possession.

         28.07 Landlord and Tenant each warrant to the other that it has not
dealt with any broker or agent in connection with this Lease, other than the
person(s) listed in Paragraph 1 above. Landlord and Tenant each agree to
indemnify the other against all costs, expenses, legal fees and other liability
for commissions or other compensation claimed by any other broker or agent by
reason of the act or agreement of the indemnifying party.

         28.08 Tenant shall not permit or allow any activity in the Premises
which will have an adverse effect on indoor air quality, including smoking and
any remodeling activity or introduction of materials which would have such an
effect. Landlord shall have the right, but not the obligation, to monitor indoor
air quality within the Project. Tenant shall take such steps to protect and to
improve indoor air quality as Landlord may request from time to time.

         28.09 Landlord has no duty to provide security for any portion of the
Project. To the extent Landlord elects to provide any security, Landlord is not
warranting the effectiveness of any security personnel, services, procedures or
equipment and Tenant shall not rely on any such personnel, services, procedures
or equipment. Landlord shall not be liable for failure of any such security
personnel, services, procedures or equipment to prevent or control, or to
apprehend anyone suspected of, personal injury or property damage in, on or
around the Project.

         28.10 The grant of any consent or approval required from Landlord under
this Lease shall be proved only by proof of a written document signed and
delivered by Landlord expressly setting forth such consent or approval. Unless
otherwise specified herein, any such consent or approval may be withheld in
Landlord's sole discretion. Any consent may be issued subject to conditions
determined by Landlord, in its sole discretion. Notwithstanding any other
provision of this Lease, the sole and exclusive remedy of Tenant for any alleged
or actual improper withholding, delaying or conditioning of any consent or
approval by Landlord shall be the right to specifically enforce any right of
Tenant to require issuance of such consent or approval on conditions allowed by
this Lease; in no event shall Tenant have the right to terminate this Lease, to
collect monetary damages, or to pursue any other remedy for any actual or
alleged improper withholding, delaying or conditioning of any consent or
approval, regardless of whether this Lease requires that such consent or
approval not be unreasonably withheld, conditioned or delayed.




         28.11 Tenant agrees to abide by, keep and observe all Rules and
Regulations set forth in Exhibit "D" and all additions and amendments to the
same of which Landlord provides written notice to Tenant. Landlord will not be
responsible to Tenant for any nonperformance by any other Tenant, occupant or
invitee of the Property of any said Rules and Regulations.

         28.12 Tenant will not place any signage on or about the Property, or on
any part thereof, without the prior written consent of Landlord which Landlord
may withhold or condition in its sole discretion. All Tenant signage will comply
with the terms and conditions of this Lease, the sign criteria set forth in
Exhibit "C" and Exhibit "D," or other criteria which Landlord may establish from
time to time.

         28.13 Tenant will not vacate or abandon the Premises, or permit the
Premises to remain unoccupied for any period longer than fifteen (15)
consecutive days any time during the Lease Term. If Tenant abandons, vacates, or
surrenders the Premises, or is dispossessed by process of law, or otherwise, any
personal property belonging to Tenant left in or about the Premises will, at the
option of Landlord, be deemed abandoned and may be disposed of by Landlord at
the expense and risk of Tenant.

                            12 - FULL SERVICE LEASE


<PAGE>

         28.14 In the event any party to this Lease initiates litigation to
enforce the terms of this Lease or to declare rights under this Lease, the
prevailing party will be entitled to collect its reasonable attorneys fees shall
include all attorneys fees incurred at and in preparation for discovery,
arbitration, trial, appeal and review, including deposition attorneys fees. This
attorneys fee provision shall also apply to all litigation and other proceedings
in Bankruptcy Court.

         28.15 Submission of this document for examination and signature by
Tenant is not an offer to lease and does not create a reservation or option to
lease. This document will become effective and binding only upon full execution
and delivery by both Tenant and Landlord.

29.      NO SMOKING

         29.01 Smoking of any kind is strictly prohibited, at all times, at any
location on this property, except in the designated smoking area which is
located at the OUTSIDE PERIMETER OF BUILDING ONLY. Landlord may relocate the
designated smoking area at its sole discretion, at any time during the term of
this lease.

30.      SIGNAGE

         Tenant shall be granted one (1) non illuminated, 'eyebrow' sign, to be
located on the second panel from the west side of the 1241 East Dyer Road
Building, as depicted on the attached Exhibit "E". All signage is subject to the
criteria established for the project as described on Exhibit "C". All signage
shall be at Tenant's sole cost and expense. At the expiration of the Lease,
Tenant shall at its cost and expense remove any signage installed by Tenant, and
repair any damage to the building created by such installation, reasonable wear
and tear excepted.

31.      LANDLORD'S OPTION TO CONVERT COMMON AREA

         At Landlord's option, and with sixty (60) days written notice, Landlord
may elect to convert a portion of Tenant's Premises for use as a lobby
(hereinafter referred to as 'Common Area Lobby'), in the area shown on the
attached Exhibit F. Tenant shall vacate the area in 'broom clean' condition, by
the effective date of Landlord's notice. All costs to demise the Common Area
Lobby shall be borne by Landlord, including any reasonable costs incurred by
Tenant to relocate telephones or computer cabling. Tenant and Landlord shall
promptly sign an Amendment to Lease, documenting the revised Premises, Monthly
Base Rent and Tenant's Proportionate Share.

                            13 - FULL SERVICE LEASE


<PAGE>

                                    EXHIBIT A


                          LEGAL DESCRIPTION OF PROPERTY
                          -----------------------------

PARCEL A:

PARCELS 1, 2, 5 AND 6 OF PARCEL MAP NO. 84-882, IN THE CITY OF SANTA ANA, COUNTY
OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 206, PAGES 22
THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
ORANGE COUNTY, CALIFORNIA.


PARCEL B:

PARCEL 4 OF PARCEL MAP NO. 84-882, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE,
STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 206, PAGES 22 THROUGH 31
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

TOGETHER WITH THAT PORTION OF PARCEL 3 OF SAID PARCEL MAP NO. 84-882 DESCRIBED
AS FOLLOWS:

COMMENCING AT THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE IN THE EASTERLY LINE
OF SAID PARCEL 4, SHOWN AS HAVING A BEARING AND DISTANCE OF "NORTH 0(degree) 29'
45" EAST 288.39 FEET" ON SAID PARCEL MAP; THENCE NORTH 0(degree) 29' 45" EAST
92.51 FEET ALONG SAID EASTERLY LINE TO THE TRUE POINT OF BEGINNING; THENCE
CONTINUING ALONG SAID EASTERLY LINE NORTH 0(degree) 29' 45" EAST 89.19 FEET;
THENCE LEAVING SAID EASTERLY LINE SOUTH 59(degree) 26' 17" EAST 44.68 FEET;
THENCE, SOUTH 30(degree) 33' 43" WEST 77.19 FEET TO THE TRUE POINT BEGINNING.
SAID LAND IS ALSO BEING SHOWN AS PARCEL 1 ON EXHIBIT B OF LOT LINE ADJUSTMENT
NO. 97-021, RECORDED MAY 12, 1998 AS INSTRUMENT NO. 19980292173, OFFICIAL
RECORDS.


PARCEL C:

PARCEL 3 OF PARCEL MAP NO. 84-882, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE,
STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 206, PAGES 22 THROUGH 31
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM THAT PORTION OF SAID PARCEL 3 DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE IN THE EASTERLY LINE
OF PARCEL 4 OF SAID PARCEL MAP, SHOWN AS HAVING A BEARING AND DISTANCE OF "NORTH
0(degree) 29' 45" EAST 288.39 FEET" ON SAID PARCEL MAP; THENCE NORTH 0(degree)
29' 45" EAST 92.51 FEET ALONG SAID EASTERLY LINE TO THE TRUE POINT OF BEGINNING;
THENCE CONTINUING ALONG SAID EASTERLY LINE NORTH 0(degree) 29' 45" EAST 89.19
FEET; THENCE LEAVING SAID EASTERLY LINE SOUTH 59(degree) 26' 17" EAST 44.68
FEET; THENCE, SOUTH 30(degree) 33' 43" WEST 77.19 FEET TO THE TRUE POINT
BEGINNING. SAID LAND IS ALSO BEING SHOWN AS PARCEL 2 ON EXHIBIT B OF LOT LINE
ADJUSTMENT NO. 97-021, RECORDED MAY 12, I998 AS INSTRUMENT NO. 19980292173,
OFFICIAL RECORDS.


PARCEL D:

A NON-EXCLUSIVE EASEMENT FOR ROAD AND ACCESS PURPOSES OVER THAT PORTION OF
PARCEL 4 AND LOT A OF PARCEL MAP NO. 79-908, AS SHOWN ON A MAP FILED IN BOOK
151, PAGES 26, 27 AND 28 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
ORANGE COUNTY, CALIFORNIA, AS CREATED BY RESTATED AND AMENDED EASEMENT AND
MAINTENANCE AGREEMENT RECORDED MARCH 30, 1988 AS INSTRUMENT NO. 88-145016,
OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT A; THENCE NORTH 0(degree) 34' 20"
EAST 246.96 FEET ALONG THE WESTERLY LINE OF SAID LOT A AND PARCEL 4; THENCE
SOUTH 89(degree) 05' 26" EAST 80.93 FEET TO A POINT IN THE EASTERLY LINE OF SAID
LOT A, SAID EASTERLY LINE BEING A CURVE CONCAVE SOUTHEASTERLY HAVING RADIUS OF
243.70 FEET, A RADIAL LINE TO SAID POINT BEARS NORTH 79(degree) 04' 43" WEST;
THENCE ALONG SAID EASTERLY LINE AND THE SOUTHERLY LINE OF SAID LOT A, THE
FOLLOWING COURSES:

SOUTHWESTERLY 44.06 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 10(degree)
21' 28" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE EASTERLY HAVING RADIUS OF
231.11 FEET. SOUTHERLY 77.34 FEET ALONG SAID CURVE THROUGH CENTRAL ANGLE OF
19(degree) 10' 25" TO THE BEGINNING OF A REVERSE CURVE CONCAVE WESTERLY HAVING
RADIUS OF 208.81 FEET, SOUTHERLY 69.88 FEET ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 19(degree) 10' 25", SOUTH 0(degree) 33' 49" WEST 31.95 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 273.00
FEET SOUTHEASTERLY 42.25 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
89(degree) 39' 15" TO A POINT OF CUSP WITH SAID SOUTHERLY LINE, AND NORTH
89(degree) 05' 26" WEST 128.23 FEET TO THE POINT OF BEGINNING.

                            14 - FULL SERVICE LEASE


<PAGE>

                             EXHIBIT A-1- FLOOR PLAN


                         1241 East Dyer Road, Suite 150
                               Santa Ana, CA 92705


                              [FLOOR PLAN DIAGRAM]


                            15 - FULL SERVICE LEASE


<PAGE>

                           EXHIBIT A-2 - BUILDING PLAN


                                1241 FIRST FLOOR


                             [BUILDING PLAN DIAGRAM]





                                1241 SECOND FLOOR


                             [SECOND FLOOR DIAGRAM]



                            16 - FULL SERVICE LEASE


<PAGE>

                             EXHIBIT A-3 - SITE PLAN


                               [SITE PLAN DIAGRAM]

                            17 - FULL SERVICE LEASE


<PAGE>

                                    EXHIBIT B

                            LANDLORD'S WORK AGREEMENT


THIS LANDLORD'S WORK AGREEMENT ("Landlord's Work Agreement") is entered into as
of ______________ 2004, by and between PS BUSINESS PARKS, L.P., ("Landlord"),
and Raptor Networks Technology, Inc., a California Corporation ("Tenant").

R E C I T A L S: Concurrently with the execution of this Landlord's Work
Agreement, Landlord and Tenant have entered into a lease (the "Lease") covering
certain premises (the "Premises") more particularly described in Exhibit A-1
attached to the Lease. All terms not defined herein have the same meaning as set
forth in the Lease. To the extent applicable, the provisions of the Lease are
incorporated herein by this reference.


In order to induce Tenant to enter into the Lease and in consideration of the
mutual covenants contained herein and in the Lease, Landlord and Tenant agree as
follows:


1.       LANDLORD'S WORK. As used in the Lease and this Landlord's Work
Agreement, the term "Landlord's Work" means those items of general tenant
improvement construction shown on the Final Plans (as defined in Paragraph 4(b)
below). Landlord shall cause to be performed Landlord's Work as shown on, and in
accordance with, the Final Plans, subject to "Tenant Delay" and "Force Majeure
Delay" (as those terms are defined in Paragraph 8 below), using Building
Standard (as defined below) methods, materials and finishes. Landlord's
supervision or performance of any work for or on behalf of Tenant shall not be
deemed a representation by Landlord that the Final Plans, or related space
planning, architectural and engineering drawings, or any revisions thereto,
comply with applicable insurance requirements, building codes, ordinances, laws
or regulations, or Landlord's Work constructed in accordance with the Final
Plans and any revisions thereto will be adequate for Tenant's use.


2.       WORK SCHEDULE. Within 5 days after the execution of the Lease, Landlord
will deliver to Tenant, for Tenant's review and approval, a schedule ("Work
Schedule") which will set forth the timetable and various items of work and
approvals for the planning and completion of the installation of Landlord's
Work. The Work Schedule will be submitted to Tenant for its approval, which
approval Tenant agrees not to unreasonably withhold, and, once approved by both
Landlord and Tenant; the Work Schedule will become the basis for completing
improvements to be performed by Landlord. All plans and drawings required by
this Agreement and all work performed pursuant thereto are to be prepared and
performed in accordance with the Work Schedule. Tenant agrees to approve or
disapprove the Work Schedule, as it may be modified after discussions between
Landlord and Tenant within three (3) business days after the date the Work
Schedule is first received by Tenant. Landlord may from time to time modify the
Work Schedule during construction, subject to Tenant review and approval of such
modifications.


3.       CONSTRUCTION REPRESENTATIVES. Landlord hereby appoints the following
person(s) as Landlord's representative ("Landlord's Representative") to act for
Landlord in all matters covered by this Landlord's Work Agreement: LETITIA
COLLINS. Tenant hereby appoints the following person(s) as Tenant's
representative: BOB VAN LEYEN ("Tenant's Representative") to act for Tenant in
all matters covered by this Agreement:. Notwithstanding anything to the contrary
contained in the Lease, any notice given by one party to the other party in
connection with the Landlord's Work or matters set forth in this Agreement shall
be given to either the Landlord's Representative or the Tenant's Representative
(as the case may be) and can be communicated to such individual verbally or in
writing, telephonically, by facsimile transmission, by regular United States
Postal Service mail, or by the other means of mail delivery specified in the
Lease. Either party may change its representative under this Landlord's Work
Agreement at any time by written notice to the other party in compliance with
the notice provisions of the Lease.


4.       LANDLORD'S WORK PLANS.

(a)      PREPARATION OF SPACE PLANS. Attached hereto as Schedule I are the
         preliminary space plans prepared by Landlord's architect and approved
         by Tenant and Landlord ("Space Plans"). The Space Plans are sufficient
         to convey the architectural design of the Premises and layout of the
         Landlord's Work therein.





(b)      PREPARATION OF FINAL PLANS. Based on the Space Plans, and in accordance
         with the Work Schedule, Landlord's architect will prepare complete
         architectural plans, drawings and specifications and complete
         engineered mechanical, structural and electrical working drawings for
         all of the Landlord's Work for the Premises (collectively, the "Final
         Plans"). The Final Plans will show: (a) the subdivision (including
         partitions and walls), layout, lighting, finish and decoration work
         (including carpeting and other floor coverings) for the Premises; (b)
         all internal and external communications and utility facilities which
         will require conduit or other improvements from the base Building
         shell work and/or within common areas (c) all other specifications for
         Landlord's Work and (d) "Tenant Extras", as hereinafter defined. The
         Final Plans will be submitted to Tenant for signature to confirm that
         they are consistent with the Space Plans. If Tenant reasonably
         disapproves any aspect of the Final Plans based on any inconsistency
         with the Space Plans, Tenant agrees to advise Landlord in writing of
         such disapproval and the reasons therefore within the time frame set
         forth in the Work Schedule. In accordance with the Work Schedule,
         Landlord will then cause Landlord's architect to redesign the Final
         Plans incorporating the revisions reasonably requested by Tenant so as
         to make the Final Plans consistent with the Space Plans.

                            18 - FULL SERVICE LEASE


<PAGE>

(c)      REQUIREMENTS OF TENANT'S FINAL PLANS.  Tenant agrees that Tenant's
         Final Plans must include locations and complete dimensions, and the
         Landlord's Work, as shown on the Final Plans, must: (i) be compatible
         with the Building shell and with the design, construction and equipment
         of the Building; (ii) if not comprised of the Building Standards as
         depicted on Schedule 2 (the "Standards"), then compatible with and of
         at least equal in quality to the Standards and approved by Landlord;
         (iii) comply with all applicable laws, ordinances, rules and
         regulations of all governmental authorities having jurisdiction, and
         all applicable insurance regulations; (iv) not require Building
         services beyond the level normally provided to other tenants in the
         Building and will not overload the Building floors; and (v) be of a
         nature and quality consistent with the overall objectives of Landlord
         for the Building, as determined by Landlord in its reasonable but
         subjective discretion. After approval of the Final Plans no further
         changes may be made without the prior written approval of both Landlord
         and Tenant, and then only after agreement by Tenant to pay any excess
         costs resulting from the design and/or construction of such changes.
         Tenant hereby acknowledges that any such changes will be subject to the
         terms of Paragraph 5 below. Notwithstanding anything to the contrary in
         this Paragraph, if changes are needed to the Final Plans due to
         incomplete information on the Final Plans or in the existing field
         conditions that Tenant was not made aware of and as a result changes
         are needed in the Final Plans which may result in additional design
         and/or construction costs, Tenant shall not be responsible to pay for
         those additional costs.


5.       PAYMENT FOR LANDLORD'S WORK.

(a)      PAYMENTS. In connection with the Premises, provided that no Tenant
         Default under the Lease has occurred and is continuing, and provided
         further that no event or omission has occurred which, with the passage
         of time or the giving of notice by Landlord, or both, could constitute
         a Tenant Default under the Lease, Landlord hereby agrees to construct
         Landlord's Work at its cost and expense, which shall include the
         following:

         (i)      Payment of the cost of preparing the Space Plans and the Final
                  Plans, including mechanical, electrical, plumbing and
                  structural drawings and of all other aspects necessary to
                  complete Landlord's Work. Landlord's Work will not be used for
                  the payment of extraordinary design work not consistent with
                  the scope of the Standards (i.e., above-standard design work)
                  or for payments to any other consultants, designers or
                  architects other than Landlord's architect.

         (ii)     Construction of Landlord's Work per Final Plans (but excluding
                  the cost of any items in excess of the Standards, defined
                  hereinafter as Tenant Extras), including, without limitation,
                  the following:

                  (1)      Installation within the Premises of all partitioning,
                           doors, floor coverings, ceilings and painting,
                           millwork and similar items;

                  (2)      All electrical wiring, lighting fixtures, outlets and
                           switches, and other electrical work necessary for the
                           Premises;

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

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

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

                  (6)      Testing and inspection costs; and

                  (7)      Fees for the contractor including, but not limited
                           to, fees and costs attributable to general conditions
                           associated with the construction of the Landlord's
                           Work.




(b)      CHANGES. Should Landlord, Landlord's Contractors, or Municipal
         Inspectors deem that changes from the approved Final Plans are
         required, written notice shall be given to Tenant's Representative.
         Notice shall include sufficient descriptions, drawings and other
         details so that an evaluation can be made of the impact of the proposed
         change. Tenant warrants that Tenant's Representative shall within three
         (3) business days either approve such change or formally object stating
         the reasons for the objection. If an objection is raised, Tenant agrees
         to work with Landlord to develop reasonable alternate ways to
         accomplish the desired change. Landlord agrees to revise the Final
         Plans to include all such approved changes.

(c)      TENANT EXTRAS. Any improvements included in the Final Plans at the
         request of Tenant that are in excess of the Standards, shall be defined
         as "Tenant Extras" and shall include, but not be limited to the
         following: white boards or similar type writing boards, security
         systems, wall coverings, carpet in excess of Landlord's carpet
         specifications per the Standards, specialty air conditioning units.
         Tenant agrees to pay Landlord for any Tenant Extras prior to the
         commencement of construction and within five (5) business days after
         invoice therefor.


6.       CONSTRUCTION OF LANDLORD'S WORK.

Until Tenant approves the Final Plans, Landlord will be under no obligation to
cause the construction of any of the Landlord's Work. Following Tenant's
approval of the Final Plans described in Subparagraphs 4(b) and 4(c) above,
Landlord shall engage a fully-licensed general contractor to perform Landlord's
Work and such contractor will commence and diligently proceed with the


                            19 - FULL SERVICE LEASE


<PAGE>

construction of Landlord's Work subject to Tenant Delays and Force Majeure
Delays (each such term being defined in Paragraph 8 below). Promptly upon the
commencement of Landlord's Work, Landlord will furnish Tenant with a
construction schedule letter setting forth the projected completion dates
therefor and showing the deadlines for any actions required to be taken by
Tenant during such construction, and Landlord may from time to time during
construction of such work modify such schedule. Landlord will give Tenant the
benefit of any construction warranty made to Landlord by Landlord's contractor.


7.       SUBSTANTIAL COMPLETION.

(a)      SUBSTANTIAL COMPLETION. Landlord's Work will be deemed to be
         "substantially completed" when Landlord's architect certifies in
         writing to Landlord and Tenant that Landlord: (i) is able to provide
         Tenant with access to the Premises; (ii) has substantially performed
         all of the Landlord's Work required to be performed by Landlord under
         this Landlord's Work Agreement, other than decoration and minor
         "punch-Iist" type items and adjustments which do not materially
         interfere with Tenant's access to or use of the Premises. Within 10
         days after receipt of such certificate from Landlord's contractor,
         Tenant will conduct a walk-through inspection of the Premises with
         Landlord and develop with Landlord a written punch-list specifying
         those decorations and other punch-list items which require completion
         (the "Punch List"), which items Landlord shall thereafter diligently
         complete within 10 days. At any time after substantial completion of
         the Landlord's Work, Landlord may enter the Premises to complete Punch
         List items, and such entry by Landlord or its agents, employees or
         contractors for such purpose shall not constitute an actual or
         constructive eviction, in whole or in part, or entitle Tenant to any
         abatement or diminution of rent, or relieve Tenant from any of its
         obligations under the Lease, or impose any other liability upon
         Landlord or its agents, employees or contractors, unless Landlord or
         its agent cause damage to the Premises. Notwithstanding the previous
         sentence Landlord agrees to schedule such work to complete the punch
         list items with Tenant so as to not cause any disruption to Tenant's
         business and use of the Premises.

(b)      DELIVERY OF POSSESSION. Landlord agrees to deliver possession of the
         Premises to Tenant when Landlord's Work has been substantially
         completed in accordance with Subparagraph 7(a) above. The parties
         estimate that Landlord will deliver possession of the Premises to
         Tenant and the Term of the Lease will commence on or before the
         Scheduled Term Commencement Date set forth in the Basic Lease
         Information, subject to Tenant Delay and Force Majeure Delay. Landlord
         agrees to use its commercially reasonable efforts to cause the Premises
         to be substantially completed on or before the Scheduled Term
         Commencement Date.

8.       DELAYS IN WORK. Notwithstanding the Scheduled Term Commencement Date,
         Tenant's obligation to pay Rent under the Lease shall not commence
         until Landlord shall have substantially completed all Landlord's Work
         to be performed by Landlord as set forth in Paragraph 1 above;
         provided, however, if Landlord shall be delayed in substantially
         completing the Landlord's Work for any reason set forth in the
         following subparagraphs (a) through (e) ("Tenant Delay"), then neither
         the Term Commencement Date nor the payment of Rent there under shall be
         affected or deferred on account of such delay:

         (a)      Tenant's failure to timely perform any of its obligations
                  pursuant to this Agreement, including any failure to complete,
                  on or before the due date therefor, any action item which is
                  Tenant's responsibility pursuant to the Work Schedule or any
                  schedule delivered by Landlord to Tenant pursuant to this
                  Agreement or Tenant's failure to furnish any information
                  required for the completion, and Landlord approval, of the
                  Space Plans, the Final Plans or the Landlord's Work;

         (b)      Tenant's changes to Final Plans which require additional time
                  to complete (notwithstanding Landlord's approval of such
                  changes);

         (c)      Tenant's failure, for a period of three (3) business days or
                  more, to agree upon the Final Plans;

         (d)      Tenant's request for materials, or finishes, which are not
                  readily available or which are incompatible with the
                  Standards;

         (e)      any other delay or failure to act by Tenant, Tenant's
                  employees, agents, architects, independent contractors,
                  consultants or any other Person performing or required to
                  perform services on behalf of Tenant.




If any cause beyond the reasonable control of Landlord (a "Force Majeure
Delay"), including, without limitation, fire, earthquake, explosion, flood,
hurricane, natural disasters, limitations or interference of governmental
authorities or its agents, war, terrorist act or acts, invasion, insurrection,
rebellion, riots, strikes or lockouts, or any reasons beyond Landlord's
reasonable control which causes substantial completion of the Landlord's Work to
be delayed beyond the Scheduled Term Commencement Date, then the Term
Commencement Date shall be delayed and Rent shall be abated during such period
of delay, except to the extent that Tenant occupies the Premises for the
Permitted Use, or any portion thereof, during the period of such delay.


9.       MISCELLANEOUS.

(a)      Landlord's Work shall be done by Landlord, or its designees,
contractors or subcontractors, in accordance with the terms, conditions and
provisions herein contained.

                            20 - FULL SERVICE LEASE


<PAGE>

(b)      Except as herein expressly set forth or in the Lease, Landlord has no
agreement with Tenant and has no obligation to do any other work with respect to
the Premises. Any other work in the Premises which Tenant may be permitted by
Landlord to perform prior to the Term shall be done at Tenant's sole cost and
expense shall be coordinated through Landlord's Representative and in accordance
with the terms and conditions and requirements as Landlord deems necessary or
desirable. Any additional work or alterations to the Premises desired by Tenant
after the substantial completion of Landlord's Work provided for herein shall be
subject to the provisions of the Lease.


(c)      The liability of Landlord hereunder or under any amendment hereto or
any instrument or document executed in connection herewith (including, without
limitation, the Lease) shall be limited to and enforceable solely against
Landlord's interest in the Building.


IN WITNESS WHEREOF, the undersigned Landlord and Tenant have caused this
Landlord's Work Agreement to be duly executed by their duly authorized
representatives as of the date set forth above.

          ------------------------------------ ---------------------------------
          "Landlord"                           "Tenant"

          PS BUSINESS PARKS, L.P.,             RAPTOR NETWORKS TECHNOLOGY,
          a California limited partnership     a California Corporation

              By: /s/ Stuart Hutchison         By: /s/ Thomas M. Wittenschlaeger
                  ---------------------------     ------------------------------
                   Stuart Hutchison                Thomas M. Wittenschlaeger
                                                   Bob van Leyen
              Its:                             Its:
                   --------------------------      -----------------------------
                   Regional Manager                CEO

              Date:    5/3/04                  Date:    4/25/04
                    -------------------------        ---------------------------
          ------------------------------------ ---------------------------------

                            21 - FULL SERVICE LEASE


<PAGE>

                             SCHEDULE 1 TO EXHIBIT B

                        [SCHEDULE 1 TO EXHIBIT B DIAGRAM]



                            22 - FULL SERVICE LEASE


<PAGE>

<TABLE>
                             SCHEDULE 2 TO EXHIBIT B

                               BUILDING STANDARDS
                          ORANGE COUNTY BUSINESS CENTER
                               1241 EAST DYER ROAD

<S>     <C>
---------------------------------------------------        -------------------------------------------------

                PROJECT STANDARDS                                          TENANT ALLOWANCES
---------------------------------------------------        -------------------------------------------------

PERIMETER WALLS                                            PERIMETER WALLS
---------------                                            ---------------
o    EXTERIOR WALL FURRING                              o  EXTERIOR WALL FURRING

     FULL HEIGHT WALL (1ST & 2ND FLOOR):                      FULL HEIGHT WALL (1ST ^ 2ND FLOOR):
     Metal studs, 2-1/2" 25 GA @ 24" OC                       Base Building (Shell & Core) per Plan
     Gypsum board, 5/8" (type X) one side
     Insulation, R-8 fiberglass
     Metal casing beads at all exposed edges
     Install floor to +/- 9'6" (field verify)
     Taped smooth ready for paint

     1ST FLOOR @ WINDOWS:                                  1ST FLOOR @ WINDOWS:
     Metal studs, 2-1/2" 25 GA @ 24" OC                       Base Building (Shell & Core) per Plan
     Gypsum board, 5/8" (type X) one side
     Insulation, R-8 fiberglass
     Metal casing beads at all exposed edges
     Install below & above window (FIELD
     verify)
     Taped smooth ready for paint

     2ND FLOOR @ WINDOWS:                                  2ND FLOOR @ WINDOWS
     Metal studs, .2-1/2" 25 GA @ 24" OC                      Base Building (Shell & Core) per Plan
     Gypsum board, 5/8" (type X) one side
     Insulation, R-8 fiberglass
     Metal casing beads at all exposed edges
     Install 3' below & 1' above window (FIELD
     VERIFY)
     Taped smooth ready for paint

o    DEMISING PARTITIONS                                o  DEMISING PARTITIONS

TENANT:                                                       TENANT:
     Metal studs, 2-1/2" 25 GA @ 24" OC                       One (1) linear foot per 42 USF
     Gypsum board, 5/8" (type X) each side
     Insulation, R-11 fiberglass
     Pertinent metal casing beads where applicable
     Install floor to structure above (FIELD VERIFY)
     Taped smooth ready for paint up to 9'0"
     Fire tape only from 9'0" to structure above
     Seismic bracing per local code

     COMMON AREA/CORRIDOR:                                 COMMON AREA/CORRIDOR:
     Metal studs, 2-1/2" 25 GA @ 24" OC                       One Half of Partition as Required
     Gypsum board, 5/8" (type X) each side                    One Half @ Base Building (Shell & Core)
     Insulation, R-11 fiberglass
     Pertinent metal casing beads where applicable
     Install floor to structure above (FIELD VERIFY)
     Taped smooth ready for paint up to 9'0"
     Fire tape only from 9'0" to structure above
     Seismic bracing per local code

o    INTERIOR PARTITIONS                                o  INTERIOR PARTITIONS

     FULL HEIGHT:                                          FULL HEIGHT:
     Metal studs, 2-1/2" 25 GA @ 24" OC                       One (1) linear foot per 10 1/2USF
     Gypsum board, 5/8" (type X) each side
     Metal casing beads at all exposed edges
     Install floor to finished ceiling,  +/-9'0"
     (FIELD VERIFY)
     Taped smooth ready for paint
     Seismic bracing per local code

     *PONY WALL:                                           *PONY WALL:
     Metal studs, 2-1/2" 25 GA @ 24" OC                       *SPECIFICATION ONLY (NO ALLOWANCE)
     Gypsum board, 5/8" (type X) each side
     Metal casing beads at all exposed edges
     Install floor to +/- 3'6" (FIELD VERIFY)
     Taped smooth ready for paint
------------------------------------------------------- --------------------------------------------------

                                  WORK LETTER
                      PROJECT STANDARDS - TENANT ALLOWANCE

                                       1


<PAGE>

---------------------------------------------------        -------------------------------------------------

                PROJECT STANDARDS                                          TENANT ALLOWANCES
---------------------------------------------------        -------------------------------------------------

     DOORS/FRAMES
     ------------

o    TENANT ENTRY/CORRIDOR DOOR

DOOR:                                                        DOORS/FRAMES
1 3/4' solid core Red Oak, single skin, plain                ------------
sliced, 3'0" x  8'10" (20 minute). Clear                o     TENANT ENTRY/CORRIDOR DOOR
lacquer finish                                             One (1) door assembly per Tenant
                                                           OR AS REQUIRED BY CODE
FRAME:
3'0" x 8'10" Western Integrated Style 318
aluminum, black anodized (20 minute)
with smoke seal

HINGES:
4 1/2x4 1/2 ball bearing with non-removable pin
(2 pair) Stanley FBB179 (#625 finish)

LOCKSET:
Schlage #L945303A tubular lever (#625 finish)

CLOSER:
Norton #8501, aluminum finish

FLOORSTOP:
Quality #331ES (#625 finish)

o    TENANT INTERIOR DOOR

DOOR:
1 3/4" solid core Red Oak,  single skin,  plain
sliced, 3'0" x 8'0" Clear lacquer finish                o     TENANT INTERIOR DOOR

FRAME:                                                     One (1) door assembly per 250 USF
3'0" x 8'0", Timely, steel frame, black finish

HINGES:
4 1/24 1/2 (3 pair) Stanley F179 (#625 finish)

LATCHSET (NO KEY):
Schlage #D10S Olympiad (#625 finish)

FLOORSTOP:
Quality #331ES (#625 finish)

ELECTRICAL
----------

o    DEDICATED DUPLEX OUTLET
                                                           ELECTRICAL
120V, 15A rated receptacle, Leviton Ivory cover            ----------
plate Install vertically at 18" AFF to                  o     DEDICATED DUPLEX OUTLET
centerline of outlet Separate Circuit
                                                           One (1) per 1,500 USF
o    DUPLEX OUTLET                                         (MINIMUM 1 PER TENANT)

120V, 20A rated receptacle, Leviton Ivory cover         o     DUPLEX OUTLET
plate Install vertically at 18" AFF to                     One (1) per 120 USF
centerline of outlet (circuited in grouping
per Code)

o    *FOURPLEX OUTLET                                   o     FOURPLEX OUTLET

120V, 15A rated receptacle, Leviton Ivory cover            *MAY SUBSTITUTE FOR STANDARD DUPLEX
plate Install vertically at 18" AFF to                     AT THE RATE OF ONE (1) PER 240 USF
centerline of outlet (circuited in grouping per
Code)                                                   o     TELEPHONE OUTLET/DATA LINE
                                                           One (1) per 200 USF
o     TELEPHONE OUTLET/DATA LINE
Pull cord in 3/4" conduit stubbed up 6" above
ceiling, install outlet vertically at 18"
AFF to centerline of outlet (Tenant installs
teflon coated cable and coverplate)
------------------------------------------------------- --------------------------------------------------

                                  WORK LETTER
                      PROJECT STANDARDS - TENANT ALLOWANCE

                                       2


<PAGE>

---------------------------------------------------        -------------------------------------------------

                PROJECT STANDARDS                                          TENANT ALLOWANCES
---------------------------------------------------        -------------------------------------------------

HVAC                                                       HVAC
----                                                       ----
o    SYSTEM                                             o     SYSTEM
Variable Volume Temperature (VVT) Controlled System,       1,000 CFM (2.5 Tons) per 1,000 USF
     supplied by single zone rooftop mounted package
     units

o    THERMOSTAT                                         o     THERMOSTAT
Carrier CCS                                                One (1) 6VVT subzone control per 1,000 USF

o     DIFFUSERS                                         o     DIFFUSERS

SUPPLY AIR:                                                SUPPLY AIR:
2x2,  360(degree) drop-in, adj louvers,                    One (1) per 100 USF
perforated grill (white)
                                                           RETURN AIR:
RETURN AIR:                                                One (1) per 100 USF
(RA) White 2x2 perforated grill (white)

FIRE PROTECTION                                            FIRE PROTECTION
---------------                                            ---------------
o    SPRINKLERS                                         o     SPRINKLERS
Semi-recessed head with trim ring (#625 finish),           per Code, subject to Interior Partition Allowance
extended from shell supply loop, installed in
suspended acoustic ceiling at center of ceiling
tile, per Code and local Fire Marshal

o    SMOKE ALARMS                                       o     SMOKE ALARMS
Specify                                                    per Code, subject to Interior Partition Allowance

o    EXTINGUISHERS                                      o     EXTINGUISHERS
#10 ABC portable extinguisher                              per Code, subject to Interior Partition Allowance
Install in surface mounted bracket

LIGHTING                                                   LIGHTING
--------                                                   --------
o    FLUORESCENT (2 X 4)                                o     FLUORESCENT (2 X 4)

FIXTURE:                                                   FIXTURES/LENS/LAMP/SWITCHING:
Metalux Cat #2G-340 A-277 ESB (3) Lamp Troffer,            One (1) fixture/lens/lamp assembly per 75 USF
electronic ballast, white baked enamel steel               One (1) switch per 300 USF
housing (seismic reinforcement as required)                (MINIMUM 1 SWITCH PER INTERIOR DEMISE)

LENS (AS DETERMINED BY LANDLORD):
     1.  Acrylic paracube
     2.  Acrylic prismatic

LAMPS:
F32 T8 3500K

SWITCHING:
All areas shall be controlled by occupant
sensor as required per demised area, per
Title 24, (LIGHT-O-MATIC or WAT-SAVER)
(within 8" of centerline, lockset side
of door frame)

o    RECESSED DOWN LIGHT                                o     RECESSED DOWN LIGHT
                                                           *SPECIFICATION ONLY (ON ALLOWANCE)

FIXTURE:
Halo H7 Series, or equal (with required conduit)

LAMP:
Compact Fluorescent

SWITCHING:
Single Switch (277V/15A) or Dimmer Switch
(600W/120V rotary/push on/off ), Ivory cover
plate (within 8" of centerline, lockset side
of door frame)

o EXIT SIGN                                             o     EXIT SIGN
     Juno EXG50 WH, white/green led                        per Code, subject to Interior Partition
                                                           Allowance
------------------------------------------------------- --------------------------------------------------


                                  WORK LETTER
                      PROJECT STANDARDS - TENANT ALLOWANCE

                                       3


<PAGE>

---------------------------------------------------        -------------------------------------------------

                PROJECT STANDARDS                                          TENANT ALLOWANCES
---------------------------------------------------        -------------------------------------------------

GLAZING                                                    GLAZING
-------                                                    -------

o    *SIDELIGHT                                         o     SIDELIGHT
     2" X Full Height 1/4" tempered glass                  *SPECIFICATION ONLY (NO ALLOWANCE)
     (per Code) in Timely steel frame, black
     finish (install 9" from door frame)

CEILING                                                    CEILING
-------                                                    -------

o    ACOUSTICAL CEILING (2 X 4)                         o     ACOUSTICAL CEILING (2 X 4)

GRID:                                                      GRID:
Donn DX Series steel "T", white enamel, accessories        per Plan (installation of "L" trim
(install "L" trim where wall penetrates ceiling grid)      subject to Project Standard
                                                           partitioning)

TITLE (AS DETERMINED BY LANDLORD):                         TITLE:
     1.  Armstrong Second Look II                          per Plan
     2.  Armstrong "Fissured" 5/8" 755B, Lay-in

FLOORING                                                   FLOORING
--------                                                   --------
o    CARPET                                             o     CARPET

     30 oz cut pile (Designweave Windswept Classic)        per Plan (general office, circulation areas)
     installed over 3/8" Nova pad in private offices,
     installed w/o pad (glue down) in open areas
     (Tenant may select color from Designweave options
     offered by Landlord)

o    VCT                                                o     VCT

     12"x 12" (1/8" gauge) vinyl composition tile          per Plan (storage and utility areas)
     (Tenant may select color from Armstrong
     Imperial Texture Standard Excelon options
     offered by Landlord)

o    BASE                                               o     BASE
     4" rubber straight carpet base (Tenant may            per Perimeter Wall, Demising Wall
     select color from Burke options offered by            and Interior Partition allowance
     Landlord)

PAINT                                                      PAINT
-----                                                      -----

     Frazee Lo Glow latex (or approved equal),                per Perimeter Wall, Demising Wall
     Two (2) coats or as necessary for uniform finish         and Interior Partition allowance
     (Tenant may select color from Frazee options
     offered by Landlord)

WALL COVERING                                              WALL COVERING
-------------                                              -------------

     1" black mini blind, Levelor Riveria                     per Exterior Window Assembly


</TABLE>


NOTE: STANDARD SPECIFICATIONS ARE SUBJECT TO CHANGE
BASED ON AVAILABILITY OF PRODUCT AND OWNERS DISCRETION


                                   WORK LETTER
                      PROJECT STANDARDS - TENANT ALLOWANCE

                                        4


<PAGE>

                                   EXHIBIT "C"
                   ORANGE COUNTY BUSINESS CENTER SIGN CRITERIA


Signs are an integral part of the overall appearance of the Office Park and must
be designed and controlled to contribute to this quality environment. To ensure
a high level of appearance of all graphics and signs, the following criteria has
been developed.

This criterion has been prepared to meet the standards established by the County
of Orange and the City of Santa Ana, Planning and Fire Departments.

In fairness to all, conformance will be strictly enforced. Any non-conforming
signs will be brought into conformance at the Tenant's expense. Except as
provided herein, no other sign (banners, painted, illuminated, etc.) on exterior
or interior window areas, will be allowed. Tenant shall be responsible to remove
said sign at the expiration or earlier termination of the Term, at its sole cost
and expense, and shall repair any damage caused by such removal, including any
discoloration of the Building, in connection therewith, also at Tenant's sole
cost and expense (reasonable wear and tear excepted).

Provided Tenant complies with the provisions of this Exhibit C and all City of
Santa Ana ordinances, Tenants may install sign using its corporate color.

Type of Sign
------------

1.   Major Identification - If allowed, sign shall consist of three dimensional
     aluminum letters, no more than 18 inches high. Business name and/or
     registered trademark only. Per the City requirement, no sign may be
     installed above "eyebrow" level or above second floor.


Approved Colors:           Sailor Blue               PMS 300C
                           Cove Gray                 PMS 430C
                           Umber Brown (Bronze)      PMS 462C
Prior to fabrication and installation of tenant signs, in-scale drawings must be
provided to PS Business Parks, L.P. and the City of Santa Ana for approval and
required permits. Tenants are responsible for drawing, permit, manufacturing and
installation costs of their signs.


Any deviations to this criterion must be approved by ORANGE COUNTY BUSINESS
CENTER LLC, PS Business Parks, L.P. and appropriate governmental agencies. If
you have any questions regarding sign criteria, please contact the property
management office.


ORANGE COUNTY BUSINESS CENTER LLC
PS Business Parks, L.P.
1231 E.  Dyer Road, Suite 250
Santa Ana, CA 92705
Phone (714) 850-1411    FAX: (714) 850-9042

                            27 - FULL SERVICE LEASE


<PAGE>


                                    EXHIBIT D

                              RULES AND REGULATIONS
                              ---------------------

1.       Except as specifically provided in the Lease to which these Rules and
         Regulations are attached, no sign, placard, picture, advertisement,
         name or notice shall be installed or displayed on any part of the
         outside or inside of the Building of the Project without the prior
         written consent of Landlord, which consent shall not be unreasonably
         withheld, delayed or conditioned. Landlord shall have the right to
         remove, at Tenant's expense and upon ten (10) days' notice to Tenant,
         any sign installed or displayed in violation of this rule. All approved
         signs or lettering on doors and walls shall be printed, painted,
         affixed or inscribed at the expense of Tenant by a person approved by
         Landlord.
2.       If Landlord objects in writing to any curtains, blinds, shades, screens
         or hanging plants or other similar objects attached to or used in
         connection with any window or door of the Premises, or placed on any
         windowsill, which is visible from the exterior of the Premises, Tenant
         shall immediately discontinue such use. Tenant shall not place anything
         against or near glass partitions or doors or windows which may appear
         unsightly from outside the Premises.

3.       Tenant shall not obstruct any sidewalks, halls, passages, exits,
         entrances, stairways, elevators or escalators (if any) of the Project.
         The halls, passages, exists, entrances, shopping malls, elevators,
         escalators and stairways are not open to the general public, but are
         open, subject to reasonable regulations, to Tenant's business invitees.
         Landlord shall in all cases retain the right to control and prevent
         access thereto of all persons whose presence in the judgment of
         Landlord would be prejudicial to the safety, character, reputation and
         interest of the Project and its tenants; provided that nothing herein
         contained shall be construed to prevent such access to persons with
         whom any tenant normally deals in the ordinary course of its business,
         unless such persons are engaged in illegal or unlawful activities.
         Except as provided in the Lease, no tenant and no employee or invitee
         of any tenant shall go upon the roof(s) of the Project.

4.       The directory of the Building or Project will be provided exclusively
         for the display of the name and location of tenants only and Landlord
         reserves the right to exclude any other names there from.

5.       All cleaning and janitorial services for the Project and the Premises
         shall be provided exclusively through Landlord, and except with the
         written consent of Landlord, no person or persons other than those
         approved by Landlord shall be employed by Tenant or permitted to enter
         the Project for the purpose of cleaning the same.

6.       Landlord will furnish Tenant, free of charge, with two keys to each
         door lock in the Premises. Landlord may charge actual out-of-pocket
         expenses for any additional keys. Tenant shall not make or have made
         additional keys, and Tenant shall not alter existing locks or install
         any new additional locks or bolts on any door of the Premises. Tenant,
         upon the termination of its tenancy, shall deliver to Landlord the keys
         to all doors which have been furnished to Tenant, and in the event of
         any loss of any keys so furnished shall pay Landlord therefore.

7.       If Tenant requires telegraphic, telephonic, burglar alarm or similar
         services, it shall first obtain, and comply with Landlord's
         instructions in their installation.

8.       Freight elevator(s), if any, shall be available for use by all tenants
         in the Building, subject to such reasonable scheduling as landlord, in
         its discretion, shall deem appropriate. No equipment, materials,
         furniture, packages, supplies, merchandise or other property will be
         received in the Building or carried in the elevators except between
         such hours and in such elevators as may be designated by landlord.
         Tenant's initial move in and subsequent deliveries of bulky items, such
         as furniture, safes and similar items shall, unless otherwise agreed in
         writing by Landlord, be made during the hours of 6:00 p.m. to 6:00 a.m.
         or on Saturday or Sunday. Deliveries during normal office hours shall
         be limited to normal office supplies and other small items. No
         deliveries shall be made which impede or interfere with other tenants
         or the operation of the Building.




9.       Tenant shall not place a load upon any floor the Premises which exceeds
         the load per square foot which such floor was designed to carry and
         which is allowed by law. Landlord shall have the right to prescribe the
         weight, size and position of all equipment, materials, furniture or
         other property brought into the Building. Heavy objects shall, if
         considered necessary by Landlord, stand on such platforms as determined
         by Landlord to be necessary to properly distribute the weight, which
         platforms shall be provided at Tenant's expense. Business machines and
         mechanical equipment belonging to Tenant, which cause noise or
         vibration that may be transmitted to the structure of the building or
         to any space therein to such a degree as to be objectionable to
         Landlord or to any tenants in the Building, shall be placed and
         maintained by Tenant, at Tenant's expense, on vibration eliminators or
         other devises sufficient to eliminate noise or vibration. The persons
         employed to move such equipment in or out of the Building must be
         acceptable to Landlord. Landlord will not be responsible for loss of,
         or damage to, any such equipment or other property from any cause, and
         all damage done to the Building by maintain or moving such equipment or
         other property shall be repairs at the expense of Tenant.

10.      Tenant shall not use or keep in the Premises any kerosene, gasoline or
         inflammable or combustible fluid or material other than those limited
         quantifies necessary for the operation or maintenance of office
         equipment. Tenant shall not use or permit to be used in the Premises
         any foul or noxious gas or substance, or permit or allow the Premises
         to be occupied or used in a manner offense or objectionable to Landlord
         or other occupants of the Building by reason of noise, odors or
         vibrations, nor shall Tenant bring into or keep in or about the
         Premises any birds or animals.

11.      Tenant shall not use any method of heating or air conditioning other
         than that supplied by Landlord.

12.      Tenant shall not waste electricity, water or air conditioning and
         agrees to cooperate fully with Landlord to assure the most effective
         operation of the Building's heating and air conditioning and to comply
         with any governmental energy-saving rules, laws or regulations of which
         Tenant has actual notice, and shall refrain from attempting to adjust
         controls. Tenant shall keep corridor doors closed, and shall close
         window coverings at the end of each business day.

13.      Landlord reserves the right, exercisable without notice and without
         liability to Tenant, to change the name and street address of the
         Building.

                            28 - FULL SERVICE LEASE


<PAGE>

14.      Landlord reserves the right to exclude from the Building between the
         hours of 6 p.m. and 7 a.m. the following day, or such other hours as
         may be established from time to time by Landlord, and on Sundays and
         legal holidays, any person unless that person is known to the person or
         employee in charge of the Building or has a pass or is properly
         identified. Tenant shall be responsible for all persons for whom it
         request passes and shall be liable to Landlord for all acts of such
         persons. Landlord shall not be liable for damage for a____ror with
         regard to the admission to or exclusion from the Building of any
         person, unless caused by Landlord's gross negligence or willful
         misconduct. Landlord reserves the right to prevent access to the
         Building in case of invasion, mob, riot, public excitement or other
         commotion by closing the doors or by other appropriate action.

15.      Tenant shall close and lock the exterior doors of its Premises and
         entirely shut off all water faucets when its employees leave the
         Premises.

16.      The toilet rooms, toilets, urinals, wash bowls and other apparatus
         shall not be used for any purpose other than that for which they were
         constructed and no foreign substance of any kind whatsoever shall be
         thrown therein. The expense of any breakage, stoppage or damage
         resulting from the violation of this rule shall be borne by the Tenant
         who, or whose employees or invitees, shall have caused it.

17.      Tenant shall not sell, or permit the sale at retail of newspapers,
         magazines, periodicals, theater tickets or any other goods or
         merchandise to the general public in or on the Premises. Tenant shall
         not make any room-to-room solicitation of business from other tenants
         in the Project. Tenant shall not use the Premises for any business or
         activity other than that specifically provided for in this Lease.

18.      Except as provided in the Lease, Tenant shall not install any radio or
         television antenna, loudspeaker or other devices on the roof(s) or
         exterior walls of the Building or Project. Except as provided in the
         Lease, Tenant shall not interfere with radio or television broadcasting
         or reception from or in the Project or elsewhere.

19.      Tenant shall not mark, drive nails, screw or drill into the partitions,
         woodwork or plaster or in any deface the Premises or any part thereof,
         except in accordance with the provisions of the Lease pertaining to
         alterations. Landlord reserves the right to direct electricians as to
         where and how telephone and telegraph wires are to be introduced to the
         Premises. Tenant shall not cut or bore holes for wires. Tenant shall
         not affix any floor covering to the floor of the Premises, in any
         manner except as approved by Landlord. Tenant shall repair any damage
         resulting from noncompliance with this rule.

20.      Tenant shall not install, maintain or operate upon the Premises any
         vending machines without the written consent of Landlord, which consent
         shall not be unreasonably withheld, delayed or conditioned.

21.      Canvassing, soliciting and distribution of handbills or any other
         written material and peddling in the Project are prohibited, and Tenant
         shall cooperate to prevent such activities.

22.      Landlord reserves the right to exclude or expel from the Project any
         person who, in Landlord's judgment, is intoxicated or under the
         influence of liquor or drugs or who is in violation of any of the Rules
         and Regulations of the Building.

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

24.      The Premises shall not be used for the storage of merchandise held for
         sale to the general public, or for loading or for manufacturing of any
         kind, nor shall the Premises be used for any improper, immoral or
         objectionable purpose. No cooking shall be done or permitted on the
         Premises without Landlord's consent, except the use by Tenant equipment
         for brewing coffee, tea, hot chocolate and similar beverages shall be
         permitted, and the use of a microwave oven for employees use shall be
         permitted, provided that such equipment and use is in accordance with
         all applicable federal, state, county and city laws, codes, ordinances,
         rules and regulations.

25.      Tenant shall not use in any space or in the public halls of the Project
         any hand truck except those equipped with rubber tires and side guards
         or such other material-handling equipment as Landlord may approve.
         Tenant shall not bring any other vehicles of any kind into the
         Building.




26.      Without the written consent to Landlord, which consent shall not be
         unreasonably withheld, delayed or conditioned, Tenant shall not use the
         name of the Building or Project in connection with or in promoting or
         advertising the business of Tenant except as Tenant's address.

27.      Tenant shall comply with all safety, fire protection and evacuation
         procedures and regulations established by Landlord or any governmental
         agency.

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

29.      To the extent Landlord reasonably deems it necessary to exercise
         exclusive control over any portions of the Common Areas for the mutual
         benefit of the tenants in the Project, Landlord may do so subject to
         non-discriminatory additional Rules and Regulations.

30.      Tenant's requirements will be attended to at the request of Tenant's
         designated individual, which shall be designated by Tenant from time to
         time. Employees of Landlord shall not perform any work or do anything
         outside of their regular duties unless under special instructions from
         Landlord, and no employee of Landlord will admit any person (Tenant or
         otherwise) to any office without specific instructions from Landlord.

31.      Landlord may waive any one or more of these Rules and Regulations for
         the benefit of Tenant or other tenant, but no such waiver by Landlord
         shall be construed as a waiver of such Rules and Regulations against
         any or all of the tenants of the Project.

32.      These Rules and Regulations are in addition to, and shall not be
         construed to in any way modify or amend, in whole or in part, the terms
         covenants, agreements and conditions of the Lease.

33.      Landlord reserves the right to make such other and reasonable Rules and
         Regulations as, in its judgment, may from time to time to be needed for
         safety and security, for care and cleanliness of the Project and for
         the preservation of good order therein and agrees to promptly deliver a
         copy of any revisions to the Rules and Regulations to Tenant. Tenant
         agrees to abide by all such Rules and Regulations herein above stated
         and any additional rules and regulations which are adopted.

34.      Tenant shall be responsible for the observance of all of the foregoing
         rules by Tenant's employees, agents, clients, customers, invitees and
         guests.

                            29 - FULL SERVICE LEASE


<PAGE>

                          PARKING RULES AND REGULATIONS
                          -----------------------------

         The following rules and regulations shall govern the use of the parking
facilities which are appurtenant to the Project.

1.       All claimed damage or loss must be reported, itemized in writing and
         delivered to the Management Office located within the Project within
         ten (10) business days after any claimed damage or loss occurs. Any
         claim not so made is waived. Landlord is not responsible for damage by
         water, fire, or defective brakes, or parts, or for the act or omissions
         of others, or for articles left in vehicles. In any event, the total
         liability of Landlord, if any, is limited to Two Hundred Fifty Dollars
         ($250.00) for all damages or loss to any car. Landlord Is not
         responsible for loss of use.

2.       Tenant shall not park or permit its employees to park in any parking
         areas designated by Landlord as areas for parking by visitors to the
         Project. Tenant shall not leave vehicles in the parking areas overnight
         nor park any vehicles in the parking areas other than automobiles,
         motorcycles, motor driven or non-motor driven bicycles or four wheeled
         trucks.

3.       Parking stickers or any other device or form of identification supplied
         by Landlord as a condition of use of the parking facilities shall
         remain the property of Landlord. Such parking identification device
         must be displayed as requested and may not be mutilated in any manner.
         The serial number of the parking identification may not be obliterated.
         Devices are not transferable and any device in the possession of an
         unauthorized holder will be void.

4.       No overnight or extended term storage of vehicles shall be permitted,
         unless otherwise provided for in the Lease.

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

6.       All directional signs and arrows must be observed.

7.       The speed limit within all parking areas shall be five (5) miles per
         hour.

8.       Parking is prohibited.

         (a) in areas no striped for parking;

         (b) in aisles;

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

         (d) on ramps;

         (e) in cross-hatched areas; and

         (f) in such other areas as may be designated by Landlord or Landlord's
             parking operator.

9.      Every parker is required to park and lock his own vehicle. All
        responsibility for damage to vehicles is assumed by the parker.

10.     Loss or theft of parking identification devices must be reported to the
        Management Office immediately, and a lost or stolen report must be filed
        by the Tenant or user of such parking identification device at the time.
        Landlord has the right to exclude any car from the parking facilities
        that does not have an identification device.

11.     Any parking identification devices reported lost or stolen found on any
        unauthorized car will be confiscated and the illegal holder will be
        subject to prosecution.

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

13.     The parking operators, managers or attendants are not authorized to make
        or allow any exceptions to these rules and regulations.

14.     Tenants continued right to use any parking spaces in the parking
        facilities Is conditioned upon Tenant abiding by these rules and
        regulations and those contained in this Lease. Further, if this Lease
        terminates for any reason whatsoever, Tenant's right to use the parking
        facilities shall terminate concurrently therewith.




15.     Tenant agrees to sign a parking agreement with Landlord or Landlord's
        parking operator within five (5) days of request, which agreement shall
        provide the manner of payment of monthly parking fees and otherwise be
        consistent with this Lease and these rules and regulations.

16.     Landlord reserves the right to refuse the sale of monthly stickers or
        other parking identification devices to any tenant or person and/or his
        agents or representatives who willfully refuse to comply with these
        rules and regulations and all unposted city, state or federal
        ordinances, laws or agreements.

17.     Landlord reserves the right to establish and change parking fees and to
        modify and/or adopt such other reasonable and non-discriminatory rules
        and regulations for the parking facilities as it deems necessary for the
        operation of the parking facilities, and Landlord agrees to deliver such
        rules and regulations to Tenant. Landlord may refuse to permit any
        person who violates these rules to park in the parking facilities, and
        any violation of the rules shall subject the car to removal, at such car
        owner's expense.

                            30 - FULL SERVICE LEASE


<PAGE>


                                    EXHIBIT E

                               LOCATION OF SIGNAGE

                          [LOCATION OF SIGNAGE DIAGRAM]


                            31 - FULL SERVICE LEASE


<PAGE>




                                    EXHIBIT F

                LANDLORD'S OPTION TO CONVERT - COMMON AREA LOBBY

                           [COMMON AREA LOBBY DIAGRAM]

                            32 - FULL SERVICE LEASE