STANDARD INDUSTRIAL COMMERCIAL SINGLE-TENANT LEASE-
GROSS
(Do not use this form for Multi-Tenant Property)

1. BASIC PROVISIONS ("Basic Provisions")

  1.1  Parties: This Lease ("Lease"), dated for reference purposes only, 
November 19, 1996, is made by and between - SOLO CUP COMPANY ("Lessor") and 
NETTER DIGITAL ENTERTAINMENT ("Lessee"), (collectively the "Parties," or 
individually a "Party").

  1.2 Premises: That certain real property, including all improvements 
therein or to be provided by Lessor under the terms of this Lease, and commonly 
known by the street address of 5125 J-ankershim and -5130 Klump. located in the 
County of Los Angeles, State of California and generally described as (describe
briefly the nature of the property) Approximately 21,755 sq. ft. office building
on approximately 49,250 sq. .ft. of land. ("Premises"). (See Paragraph 2 for 
further provisions.)

  1.3  Term: 7 years and 0 months ("Original Term") commencing -March 1, 
1997, SEE ADDENDUM ("Commencement Date) and ending February. 28, 
2004 ("Expiration Date").  (See Paragraph 3 for further provisions.)

  1.4  EarlyPossession:                            ("Early Possession Date") 
(See Paragraphs 3.2 and 3.3 for further provisions.)

  1.5  Base Rent: $  22,842.75, per month ("Base Rent"), payable on the 1st 
day of each month commencing Upon occupauc-y (See Paragraph 4 for further 
provisions.)

XX  Check this box is checked, there are provisions in this Lease for the Base 
Rent to be adjusted.

  1.6  Base Rent Paid Upon Execution: $ . 22, 842. 75  as Base Rent for the 
period March 31, 1997

  1.7  SecurityDeposit:  $ 52,212.00*   ("Security Deposit"). (See Paragraph 
5 further provisions.)    * - Security Deposit and-last months rent

  1.8  Permifted Use: General Office, Production, and Post Production of 
Media related Productions and, Services. (See Paragraph 6 for further 
provisions.)

  1.9  lnsuring Party:  Lessor is the "Insuring Party."  $ 1,997 Insurance
costs is the "Base Premium." (See Paragraph 8 for further provisions.)

  1.10  Real Estate Brokers: The following real estate brokers (collectively,
the "Brokers") and brokerage relationships exist in this transaction and are 
consented to by the Parties (check applicable boxes):

CHARLES DUNN.COMPANY, INC. represents

XX  Lessor exclusively ("Lessor's Broker"); ___ both Lessor and Lessee, and

LEE & ASSOCIATES, represents

XX  Lessee exclusively ("Lessee's Broker"); ___ both Lessee and Lessor. (See 
Paragraph 15 for further provisions.)

  1.11  Addenda.  Attached hereto is an Addendum or Addenda consisting of 
Paragraphs 49 through 66 and Exhibits A  all of which constitute a part of this 
Lease.

2.  PREMISES.

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

  2.2 Condition.  Lessor shall deliver the Premises to Lessee clean and free 
of debris on the Commencement Date and warrants to Lessee that the existing 
plumbing, fire sprinkler system, lighting, air conditioning, heating, and 
loading doors, if any, in the Premises, other than those constructed by Lessee, 
shall be in good operating condition on the Commencement Date.  If a non-
compliance with said warranty exists as of the Commencement Date, Lessor shall, 
except as otherwise provided in this Lease, promptly after receipt of written 
notice from Lessee setting forth with specificity the nature and extent of such 
non-compliance, rectify same at Lessor's expense.  If Lessee does not give 
Lessor written notice of a non-compliance with this warranty within sixty (60) 
days after the Commencement Date, correction of that non-compliance shall be the
obligation of Lessee at Lessee's sole cost and expense.

  2.3 Compliance with Covenants, Restrictions and Building Code.  Lessor 
warrants to Lessee that after completion of tenant improvements the 
improvements on the Premisis comply with all applicable covenants or 
restrictions of record and  applicable building codes, regulations and 
ordinances in effect on the Commencement Date.  Said warranty does not apply to 
the use to which Lessee will put the Premises or to any Alterations or Utility 
Installations (as defined in Paragraph 7.3 (a)) made or to be made by Lessee.
If the Premises do not comply with said warranty, Lessor shall, except as 
otherwise provided in this Lease, promptly after receipt of written notice from 
Lessee setting forth with specificity the nature and extent of such non-
compliance, rectify the same at Lessor's expense.  If Lessee does not give
Lessor written notice of a non-compliance with this warranty within six (6) 
months following the Commencement Date, correction of that non-compliance shall 
be the obligation of Lessee at Lessee's sole cost and expense.

  2.4  Acceptance of Premises.  Lessee hereby acknowledges: (a) that it has 
been advised by the Brokers to satisfy itself with respect to the condition of 
the Premises (including but not limited to the electrical and fire sprinkler 
systems, security, environmental aspects, compliance with Applicable Law, as 
defined in Paragraph 6.3) and the present and future suitability of the Premises
for Lessee's intended use, lb) that Lessee has made such investigation as it 
deems necessary with reference to such matters and assumes all responsibility 
therefor as the same relate to Lessee's occupancy of the Premises and/or the 
term of this Lease, and (c) that neither Lessor, nor any of Lessor's agents, has
made any oral or written representations or warranties with respect to the said 
matters other than as set forth in this Leasse.  ** - There are currently no 
CC&R's per United Title and 

  2.5  Lessee Prior Owner/Occupant.  The warranties made by Lessor in this 
Paragraph 2 shall be of no force or effect if immediately prior to the date set 
forth in Paragraph 1.1 Lessee was the owner or occupant of the Premises.  In 
such event, Lessee shall, at Lessee's sole cost and expense, correct any non-
compliance of the Premises with said warranties.

3.  TERM.

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

  3.2 Early Possession.  If Lessee totally or partially occupies the 
Premises prior to the Commencement Date, the obligation to pay Base Rent shall 
be abated for the period of such early possession.  All other terms of this 
Lease, however, (including but not limited to the obligations to pay Real 
Property Taxes and insurance premiums and to maintain the Premises) shall be in 
effect during such period.  Any such early possession shall not affect nor 
advance the Expiration Date of the Original Term.  
SEE ADDENDUM

** (cont) Lessor shall not record any new CC&R's that materially and adversely 
affect Lessee's use, occupancy, and enjoyment of the premises.

  3.3 Delay in Possession. If for any reason Lessor cannot deliver possession 
of the Premises to Lessee as agreed herein by the Early Possession Date, if one 
is specified in Paragraph 1.4, or, if no Early Possession Date is specified, by 
the Commencement Date, Lessor shall not be subject to any liability therefor, 
nor shall such failure affect the validity of this Lease, or the obligations of 
Lessee hereunder, or extend the term hereof, but in such case, Lessee shall not,
except as otherwise provided herein, be obligated to pay rent or perform any 
other obligation of Lessee under the terms of this Lease until Lessor delivers 
possession of the Premises to Lessee- If possession of the Premises is not 
delivered to Lessee within sixty (60) days after the Commencement Date, Lessee 
may, at its option, by notice in writing to Lessor within ten (10) days 
thereafter, cancel this Lease, in which event the Parties shall be discharged 
from all obligations hereunder; provided, however, that if such written notice 
by Lessee is not received by Lessor within said ten (10) day period, Lessee's
right to cancel this Lease shall terminate and be of no further force or effect.
Except as may be otherwise provided, and regardless of when the term actually 
commences, if possession is not tendered to Lessee when required by this Lease
and Lessee does not terminate this Lease, as aforesaid, the period free of the 
obligation to pay Base Rent, if any, that Lessee would otherwise have enjoyed 
shall run from the date of delivery of possession and continue for a period 
equal to what Lessee would otherwise have enjoyed under the terms hereof, but 
minus any days of delay caused by the acts, changes or omissions of Lessee.  As 
modified by the Addendum.

4.  RENT.

  4.1  Base Rent.  Lessee shall cause payment of Base Rent and other rent or 
charges, as the same may be adjusted from time to time, to be received by Lessor
in lawful money of the United States, without offset or deduction, on or before 
the day on which it is due under the terms of this Lease.  Base Rent and all 
other rent and charges for any period during the term hereof which is for less 
than one (1) full calendar month shall be prorated based upon the actual number 
of days of the calendar month involved.  Payment of Base Rent and other charges
shall be made to Lessor at its address stated herein or to such other persons or
at such other addresses as Lessor may from time to time designate in writing to 
Lessee.

5.  SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution 
hereof the Security Deposit set forth in Paragraph 1.7 as security for Lessee's 
faithful performance of Lessee's obligations under this Lease.  It Lessee fails 
to pay Base Rent or other rent or charges due hereunder. or otherwise Defaults 
under this Lease (as defined in Paragraph 13.1), Lessor may use, apply or retain
all or any portion of said Security Deposit for the payment of any amount due 
Lessor or to reimburse or compensate Lessor for any liability, cost, expense, 
loss or damage (including attorneys' fees) which Lessor may suffer or incur by 
reason thereof.  If Lessor uses or applies all or any portion of said Security 
Deposit, Lessee shall within ten (10) days after written request therefor 
deposit moneys with Lessor sufficient to restore said Security Deposit to the 
full amount required by this Lease. Lessor shall not be required to keep all or 
any part of the Security Deposit separate from its general accounts.  Lessor
shall, at the expiration or earlier termination of the term hereof and after 
Lessee has vacated the Premises, return to Lessee (or, at Lessor's option, to 
the last assignee, it any, of Lessee's interest herein), that portion of the 
Security Deposit not used or applied by Lessor.  Unless otherwise expressly 
agreed in writing by Lessor, no part of the Security Deposit shall be considered
to be held in trust, to bear interest or other increment for its use, or to be 
prepayment for any moneys to be paid by Lessee under this Lease.

6. USE.

  6.1 Use.  Lessee shall use and occupy the Premises only for the purposes 
set forth in Paragraph 1.8, or any other use which is comparable thereto, and 
for no other purpose.  Lessee shall not use or permit the use of the Premises in
a manner that creates waste or a nuisance, or that disturbs owners and/or 
occupants of, or causes damage to, neighboring premises or properties.

  6.2  Hazardous Substances.

    (a)  Reportable Uses Require Consent.  The term "Hazardous Substance" 
as used in this Lease shall mean any product, substance, chemical, material or 
waste whose presence, nature, quantity and/or intensity of existence, use, 
manufacture, disposal, transportation, spill, release or effect, either by
 itself or in combination with other materials expected to be on the Premises, 
is either: (i) potentially injurious to the public health, safety or welfare, 
the environment or the Premises, (ii) regulated or monitored by any governmental
authority, or (iii) a basis for liability of Lessor to any governmental agency 
or third party under any applicable statute or common law theory.  Hazardous 
Substance shall include, but not be limited to, hydrocarbons, petroleum, 
gasoline, crude oil or any products, by-products or fractions thereof.  Lessee 
shall not engage in any activity in, on or about the Premises which constitutes 
a Reportable Use (as hereinafter defined) of Hazardous Substances without the 
express prior written consent of Lessor and compliance in a timely manner (at 
Lessee's sole cost and expense) with all Applicable Law (as defined in Paragraph
6.3). "Reportable Use" shall mean (i) the installation or use of any above or 
below ground storage tank, (ii) the generation, possession, storage, use, 
transportation, or disposal of a Hazardous Substance that requires a permit 
from, or with respect to which a report, notice, registration or business plan 
is required to be filed with, any governmental authority.  Reportable Use shall 
also include Lessee's being responsible for the presence in, on or about the 
Premises of a Hazardous Substance with respect to which any Applicable Law 
requires that a notice be given to persons entering or occupying the Premises or
neighboring properties.  Notwithstanding the foregoing, Lessee may, without 
Lessor's prior consent, but in compliance with all Applicable Law, use any 
ordinary and customary materials reasonably required to be used by Lessee in the
normal course of Lessee's business permitted on the Premises, so long as such 
use is not a Reportable Use and does not expose the Premises or neighboring 
properties to any meaningful risk of contamination or damage or expose Lessor to
any liability therefor.  In addition, Lessor may (but without any obligation to 
do so) condition its consent to the use or presence of any Hazardous Substance, 
activity or storage tank by Lessee upon Lessee's giving I-essor such additional 
assurances as Lessor, in its reasonable discretion, deems necessary to protect 
itself, the public, the Premises and the environment against damage, 
contamination or injury and/or liability therefrom or therefor, including, but
 not limited to, the installation (and removal on or before Lease expiration or 
earlier termination) of reasonably necessary protective modifications to the 
Premises (such as concrete encaseinents)  SEE ADDENDUM

    (b)  Duty to Inform Lessor.  It Lessee knows, or has reasonable cause to 
believe, that a Hazardous Substance, or a condition involving or resulting from 
same, has come to be located in, on, under or about the Premises, other than as 
previously consented to by Lessor, Lessee shall immediately give written notice 
of such fact to Lessor.  Lessee shall also immediately give Lessor a copy of any
statement, report, notice, registration, application, permit, business plan, 
license, claim, action or proceeding given to, or received from, any 
governmental authority or private party, or persons entering or occupying the 
Premises, concerning the presence, spill, release, discharge of, or exposure to,
any Hazardous Substance or contamination in, on, or about the Premises, 
including but not limited to all such documents as may be involved in any 
Reportable Uses involving the Premises.

    (c)  Indemnification.  Lessee shall indemnify, protect, defend and hold 
Lessor, its agents, employees, lenders and ground lessor, if any, and the 
Premises, harmless from and against any and all loss of rents and/or damages, 
liabilities, judgments, costs, claims, liens, expenses, penalties, permits and 
attorney's and consultant's fees arising out of or involving any Hazardous 
Substance or storage tank brought onto the Premises by or for Lessee or under 
Lessee's control.  Lessee's obligations under this Paragraph 6 shall include, 
but not be limited to, the effects of any contamination or injury to person, 
property or the environment created or suffered by Lessee, and the cost of 
investigation (including consultant's and attorney's fees and testing), removal,
remediation, restoration and/or abatement thereof, or of any contamination 
therein involved, and shall survive the expiration or earlier termination of 
this Lease.  No termination, cancellation or release agreement entered into by 
Lessor and Lessee shall release Lessee from its obligations Linder this Lease 
with respect to Hazardous Substances or storage tanks, unless specifically so 
agreed by Lessor in writing at the time of such agreement.

  6.2 Lessee's Compliance with Law.  Except as otherwise provided in this 
Lease, Lessee, shall, at Lessee's sole cost and expense, fully, diligently and
in a timely manner, comply with all "Applicable Law," which term is used in this
Lease to include all laws, rules, regulations, ordinances, directives, 
covenants, easements and restrictions of record, permits, the requirements of 
any applicable fire insurance underwriter or rating bureau, and the 
recommendations of Lessor's engineers and/or consultants, relating in any manner
to the Premises (including but not limited to matters pertaining to (i) 
industrial hygiene, (ii) environmental conditions on, in, under or about the 
Premises, including soil and groundwater conditions, and (iii) the use, 
generation, manlifacture, production, installation, maintenance, removal, 
transportation, storage, spill or release of any Hazardous Substance or storage 
tank), now in effect or which may hereafter come into effect, and whether or not
reflecting a change in policy from any previously existing policy.  Lessee 
shall, within five (5) days after receipt of Lessor's written request, provide 
Lessor with copies of all documents and information, including, but not limited 
to, permits, registrations, manifests, applications, reports and certificates, 
evidencing Lessee's compliance with any Applicable Law specified by Lessor, and 
shall immediately upon receipt, notify Lessor in writing (with copies of any 
documents involved) of any threatened or actual claim, notice, citation, 
warning, complaint or report pertaining to or involving failure by Lessee or the
Premises to comply with any Applicable Law.

  6.4  Inspection; Compliance.  Lessor and Lessor's Lender(s) (as defined in 
Paragraph 8.3(a)) shall have the right to enter the Premises at any time, in the
case of an emergency, and otherwise at reasonable times, for the purpose of 
inspecting the condition of the Premises and for verifying compliance by Lessee 
with this Lease and all Applicable Laws (as defined in Paragraph 6.3), and to 
employ experts and/or consultants in connection therewith and/or to advise 
Lessor with respect to Lessee's activities, including but not limited to the 
installation, operation, use, monitoring, maintenance, or removal of any 
Hazardous Substance or storage tank on or from the Premises.  The costs and 
expenses of any such inspections shall be paid by the party requesting same, 
unless a Default or Breach of this Lease, violation of Applicable Law, or a 
contamination, caused or materially contributed to by Lessee is found to exist 
or be imminent, or unless the inspection is requested or ordered by a 
governmental authority as the result of any such existing or imminent violation 
or contamination.  In any such case, Lessee shall upon request reimburse Lessor 
or Lessor's Lender, as the case may be, for the costs and expenses of such 
inspections.

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

  7.1  Lessee's Obligations.

    (a)  Subject to the provisions of Paragraphs 2.2 (Lessor's warranty as to 
condition), 2.3 (Lessor's warranty as to compliance with covenants, etc), 7.2  
(Lessor's obligations to repair), 9 (damage and destruction), and 14 
(condemnation), Lessee shall, at Lessee's sole cost and expense and at all 
times, keep the Premises and every part thereof in good order, condition and 
repair, (whether or not such portion of the Premises requiring repair, or the 
mpana' of repairing the same, are reasonably or readily accessible to Lessee, 
and whether or not the need for such repairs occurs as a result of Lessee's use,
any prior use, the elements or the age of such portion of the Premises), 
including, without limiting the generality of the foregoing. all equipment or 
facilities serving the Premises, such as plumbing, heating,, air conditioning, 
ventilating, electrical. lightinig facilities, boilers, fired or unfired 
pressure vessels, fire sprinkler and/or standpipe and hose or other automatic 
fire extinguishing system, including fire alarm and/or smoke detection systems 
and equipment, fire hydrants, fixtures, walls (interior and exterior), ceilings,
floors, windows, doors, plate glass. skylights, landscaping, driveways, parking 
lots, fences, retaining walls, signs, sidewalks and parkways located in, on, 
about, or adjacent to the Premises, but excluding foundations, the exterior roof
and the structural aspects of the Premises.  Lessee shall not cause or permit 
any Hazardous Substance to be spilled or released in, on, under or about the 
Premises (including through the plumbing or sanitary sewer system) and shall 
promptly, at Lessee's expense, take all investigatory and/or remedial action 
reasonably recommended, whether or not formally ordered or required, for the 
cleanup of any contamination of, and for the maintenance, security and/or 
monitoring of, the Premises, the elements surrounding same, or neighboring 
properties, that was caused or materially contributed lo by Lessee, or 
pertaining to or involving any Hazardous Substance and/or storage lank brought 
onto file Premises by or for Lessee or under its control.  Lessee, in keeping 
the Premises in good order. condition and repair, shall exercise and perform 
good maintenance practices.  Lessee's obligations shall include restorations, 
replacements or renewals when necessary to keep the Premises and all 
improvements thereon or a part thereof in good order, condition and state of 
repair.

    (b) Lessee shall, at Lessee's sole cost and expense, procure and maintain 
contracts, with copies to Lessor, in customary form and substance for, and with
contractors specializing and experienced in, the inspection, maintenance and 
service of the lollowing equipment and improvements, it any, located on the 
Premises: (i) heating, air conditioning and ventilation equipment, (ii) boiler, 
fired or unfired pressure vessels, (iii) fire sprinkler and/or standpipe and 
hose or other automatic fire extinguishing systems. including fire alarm and/or 
smoke detection, (iv) landscaping and irrigation systems,  (v) roof covering and
drain maintenance and (vi) asphalt and parking lot maintenance.

  7.2  Lessor's Obligations. Upon receipt of written notice of the need for such
repairs and subject to Paragraph 13.5. Lessor shall, at Lessor's expense, keep 
the foundations, exterior roof and structural aspects of the Premises in good 
order, condition and repair.  Lessor shall not, however, be obligated to paint 
the exterior surface of the exterior walls or to maintain the windows, doors or 
plate glass or the interior surface of exterior walls.  Lessor shall not, in any
event, have any obligation to make any repairs until Lessor receives written 
notice of the need for such repairs.  It is the intention of the Parties that 
the terms of this Lease govern the respective obligations of the Parties as to 
maintenance and repair of the Premises.  Lessee and Lessor expressly waive the 
benefit of any statute now or hereafter in effect to the extent it is 
inconsistent with the terms of this Lease with respect to, or which affords 
Lessee the right to make repairs at the expense of Lessor or to terminate this 
Lease by reason of, any needed repairs.

  7.3  Utility Installations; Trade Fixtures; Alterations.

    (a)  Definitions; Consent Required.  The term "Utility Installations" is 
used in this Lease to refer to all carpeting, window coverings, air lines. power
panel, electrical distribution, security, fire protection systems, communication
systems, lighting fixtures. heating, ventilating. and air conditioning 
equipment, plumbing, and fencing in, on or about the Premises.  The term "Trade 
Fixtures" shill mean Lessee's machinery and equipment that can be removed 
without doing material damage to the Premises.  The term "Alterations" shall 
mean any modification of the improvements on the Premises from that which are 
provided by Lessor tinder the terms of this Lease, other than Utility 
Installations or Trade Fixtures, whether by addition or deletion.  "Lessee Owned
Alterations and/or Utility Installations" are defined as Alterations and /or 
Utility Installations made by Lessee that are not yet owned by Lessor as defined
in Paragraph 7.,4(a).  Lessee shall not make any Alterations or Utility 
Installations in, on, under or about the Premises without Lessor's prior written
consent.  Lessee may, however, make non-structural Utility Installations to the 
interior of the Premises (excluding the roof), as long as they are not visible 
from the outside, do not involve puncturing, relocating or removing the roof or 
any existing walls, and the cumulative cost thereof during the term of this 
Lease as extended does not exceed $25,000.

    (b)  Consent.  Any Alterations or Utility Installations that Lessee shall 
desire to make and which require the consent of the Lessor shall be presented to
Lessor in written form with proposed detailed plans.  All consents given by 
Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific consent,
shall be deemed conditioned upon: (i) Lessee's acquiring all applicable permits 
required by governmental authorities. (ii) the furnishing of copies of such 
permits together with a copy of the plans and specifications for the Alteration
or Utility Installation to Lessor prior to commencement of the work thereon, and
(iii) the compliance by Lessee with all conditions of said permits in a prompt 
;and expeditious manner.  Any Alterations or Utility Installations by Lessee 
during the term of this Lease shall be done in a good and workmanlike manner, 
with good and sufficient materials, and in compliance with all Applicable Law.  
Lessee shall promptly upon completion thereof furnish Lessor with as-built 
plans and specifications therefor.  Lessor may (but without obligation to do so)
condition its consent to any requested Allerition or Utility Installation lhit 
costs $25,000 or more upon Lessee's providing Lessor with a lien and completion 
bond in an amount equal to one and one-half times the estimated cost of such 
Iteration or Utility Installation.

    (c)  Indemnification.  Lessee shift pay, when due, all claims for labor or 
materials furnished or alleged to have been furnished to or for Lessee at or (or
use on the Premises, which claims are or may he secured by any mechanics' or 
materialmen's lien against the Premises or any interest therein.  Lessee shall 
give Lessor not less than ten (10) days' notice prior to the Commencement of any
work in, on or about the Premises. and Lessor shall have the right to post 
notices of non-responsibilily in or on the Premises as provided by law.  If 
Lessee shall, in good faith, contest the validity of any such lien, claim or 
demand. then Lessee shall, at its sole expense, defend and protect itself, 
Lessor and the Premises against the same and shall pay and satisfy any such 
adverse judgment that may be rendered thereon before the enforcement thereof 
aqainst the Lessor or the Premises.  If Lessor shall require, Lessee shall 
furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to one
and one-half (1 1/2) times the amount of such contested lien claim or demand, 
indemnifying Lessor against liability for the same, as required by law for the 
holding of the Premises free from the effect of such lien or claim.  
In addition, Lessor may require Lessee to pay Lessor's attorney's fees and costs
in participating in such action if Lessor shall decide it is to its best 
interest to do so.

  7.4  Ownership; Removal; Surrender; and Restoration.

    (a)  Ownership.  Subject to Lessor's right to require their removal or 
become the owner thereof as hereinafter provided in this Paragraph 7.4, all 
Alterations and Utility Additions made to the Premises by Lessee shall be the 
property of and owned by Lessee, but considered a part of the Premises.  Lessor 
may, at any time and at its option, elect in writing to Lessee to be the owner 
of all or any specified part of the Lessee Owned Alterations and Utility 
Installations*.  Unless otherwise instructed per subparagraph 7.4(b) hereof,  
all Lessee Owned Alteritions and Utility Installations shall, at the expiration 
or earlier termination of this Lease, become the property of Lessornd remain 
upon and be surrendered by Lessee with the Premesis.

* - Excluding cabinets, racks, cabling, wiring, and any special lighting paid 
for the Lessee.

    (b) Removal.  Unless otherwise agreed in writing, Lessor may require that 
any or all Lessee owned Alterations  or Utility Installations be removed by the 
expiration or earlier termination of this Lease, notwithstanding their 
installation may hive been consented to by Lessor.  Lessor may require the 
removal at any time of all or any part of any Lessee Owned Alterations or 
Utility Installations made without the required consent of Lessor.

    (c) Surrender/Restoration.  Lessee shall surrender the Premises by the end 
of the last day of the Lease term or any earlier termination date, with all of 
the improvements, parts and surfaces thereof clean and free of debris and in 
good operating order, condition and state of repair, ordinary wear and tear 
excepted.  "Ordinary wear and tear" shall not include any damage or 
deterioration that would have been prevented by good maintenance practice or by 
Lessee performing all of its obligations under this Lease.  Except as otherwise 
agreed or specified in writing by Lessor, the Premises, as surrendered, shall 
include the Utility Installations.  The obligation of Lessee shall include the 
repair of any damage occasioned by the installation, maintenance or removal of 
Lessee's Trade Fixtures, furnishings, equipment, and Alterations and/or Utility 
Installations, as well is the removal of any storage tank installed by or for 
Lessee, and the removal, replacement,  and remediation of any soil, material or 
ground water contaminated by Lessee, all as may then be required by Applicable 
Law and/or good practice.  Lessee's Trade Fixtures shall remain the property of 
Lessee and shall be removed by Lessee subject to its obligation to repair and 
restore the Premises per this Lease.

8.  INSURANCE; INDEMNITY.

  8.1  Payment of Premium Increases.

    (a)  Lessee shall pay to Lessor any insurance cost increase (but not in 
excess of 5% per year unless such increase is a result of Tenant's occupancy.)  
("Insurance Cost Increase") occurring during the term of this Lease.  "Insurance
Cost Increase" is defined as any increase in the actual cost of the insurance 
required tinder Pirigraphs 8.2(h), 8.3(.,t) and 8.3(b). ("Required Insurance"), 
over and,ibove the Base Premium, as hereinafter defined, calculated on an 
annual bisis.  "Insurance Cost Increase" shall Include, but not be limited to. 
increases resulting from the nature of Lessee's occupancy, any act or omission 
of Lessee, requirements of the holder of a mortgage or deed of trust covering 
the Premises, increased valuation el the Promises, and/or a premium rate 
increase. In no event, however, shall Lessee be responsible for any portion of 
the minimum cost attributable to liability insurance coverage .  The "Base 
Premium" shall be the annual premium applicable to the 1997 Calendar Year.  (See
Addendum)  In no event, however, shall Lessee be responsible for any portion 
of the premium cost attributable to liability insurance coverage in excess of 
$1,000,000 procured under Paragraph 8.2(b) (Liability Insurance Carried By 
Lessor).

    (b)  Lessee shall pay any such Insurance Cost Increase to Lessor within 
thirty (30) days after receipt by Lessee of a copy of the premium statement or 
other reasonable evidence of the amount due.  It the insurance policies 
maintained hereunder cover other property besides the Premises.  Lessor shall 
also deliver to Lessee a statement of the amount of such Insurance Cost Increase
attributable only to the Premises showing.  In reasonable detail the manner in 
which such amount was computed.  Premiums for policy periods commencing 
prior to, or extending beyond, the term of this Lease shall be prorated to 
coincide with the corresponding Commencement or Expiration of the Lease 
term.

  8.2  Liability Insurance.

   (a)  Carried by Lessee.  Lessee shall obtain and keep in force during the 
term of this Lease a Commercial General Liability policy of Insurance 
protecting Lessee and Lessor (as an additional insured) against claims for 
bodily injury, personal injury and property damage based upon, involving or 
arising out of the ownership, use, occupancy or maintenance of the Premises and 
all areas appurtenant thereto.  Such insurance shall be on an occurrence basis 
providing single limit coverage in an amount not less than $1,000,000 per 
ocurrence with an "Additional Insured-Managers or Lessors of Premises" 
Endorsement and contain the "Amendment of the Pollution Exclusion" for damage 
caused by heat, smoke or fumes from a hostile fire.  The policy shall not 
contain any intra-insured exclusions as between insured persons or 
organizations, but shall include coverage for liability assumed under this 
Lease.  The limits of said insurance required by this Lease as carried by Lessee
shall not, however, limit the liability of Lessee nor relieve Lessee of any 
obligation hereunder.  All insurance to be carried by Lessee shall be primary to
and not contributory with any similar insurance carried by Lessor, whose 
insurance shall be considered excess insurance only.

    (b)  Carried By Lessor.  In the event Lessor is the Insuring Party, Lessor 
shall also maintain liability insurance described in Paragraph 8.2(a), above, in
addition to. and not in lieu of, the insurance required to be maintained by 
Lessee.  Lessee shall not be named as an additional insured therein.

  8.3  Property Insurance Building Improvements and Rental Value.

    (a)  Building and Improvements.  The Insuring Party shall obtain and keep 
in force during tl)e term of this Lease a policy or policies in file name of 
Lessor, with loss payable to Lessor and to the holders of any mortgages, deeds 
of trust or ground leases on the Premises ("Lender(s)"), insuring loss or damage
to the Pemises.  The amount of such insurance shall be equal to The lull 
replacement cost of the Premises. as the same shall exist from time lo time, or 
the amount required by Lenders, but in no event more than the commercially 
reasonable and available insurable value thereof if, by reason of the unique 
nature or age of the improvements involved, such letter amount is less than full
replacement cost.  Lessee Owned Alterations and Utility Installations shall be 
insured by Lessee under Paragraph 8.4. If the coverage is available and 
commercially appropriate, such policy or policies shall insure .against all 
risks of direct physical loss or damage, including Earthquake Insurance (except 
the perils of flood unless required by a Lender), including coverage for any 
additional costs resulting from debris removal and reasonable amounts of 
coverage for the enforcement of any ordinance or law regulating the 
reconstruction or replacement ol any undamaged sections of the Premises required
to be demolished or removed by reason of the enforcement of any building, 
zoning, safety or land use laws as the result of a covered cause of loss, but 
not including plate glass insurance.  Said policy or policies shall also contain
an agreed valuation provision in lieu of any coinsurance. clause, waiver of 
subrogation, and inflation gaurd protection causing an increase in the annual 
property insurance coverage amount by a factor of no less thia the adjusted U.S.
Department of Labor Consumer Price Index lor All Urban Consumers for the city 
nearest to where the Promises are located .

    (b)  Rental Value.  Lessor shall, in addition, obtain and keep in force 
during the term of this Lease a policy or policies in the name of Lessor, with 
loss payable to Lessor and Lender(s), insuring the loss of the full rental and 
other charges payable by Lessee to Lessor under this Lease for one (1) year 
(including ill real estate taxes, insurance costs, and any scheduled rental 
increases).  Said insurance shill provide that in the event the Lease is 
terminated by reason of an insured loss, the period of indemnity for such 
coverage shall be extended beyond the date of the completion of repairs or 
replacement of the Premises, to provide for one full year's loss of rental 
revenues from the date of any such loss.  Said insurance shall contain an agreed
valuation provision in lieu of any coinsurance clause, and the amount of 
coverage shall be adjusted annually to reflect the projected rental income, 
properly taxes, insurance premium costs and other expenses, if any, otherwise 
payable by Lessee, for the next twelve (12) month period.

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

   (d)  Tenant's Improvements.  Since Lessor is the Insuring Party, the Lessor 
shall not be required to insure Lessee Owned Alterations and Utility 
Installations unless the item in question has become the properly of Lessor 
under the terms of this Lease.

  8.4  Lessee's Property Insurance.  Subject to the requirements of Paragraph 
8.5, Lessee at its cost shall either by separate policy or, at Lessor's option, 
by endorsement to a policy already carried, maintain insurance coverage on all 
of Lessee's personal property, Lessee Owned Alterations and Utility 
Installations in, on, or about the Premises similar in coverage to that carried 
by the Insuring Party under Paragraph 8.3. Such insurance shall be full 
replacement cost coverage with a deductible of not to exceed $1,000 per 
occurrence.  The proceeds from any such insurance shall be used by Lessee for 
the replacement of personal property or the restoration of Lessee Owned 
Alterations and Utilility Installations.  Lessee shall be the Insuring Party 
with respect to the insurance required by this Paragraph 8.4 and shall provide 
Lessor with written evidence that such insurance is in force.

  8.5  Insurance Policies.  Insurance required hereunder shall he in companies 
duty licensed to transact business in the state where the Promises are 
maintaining during the policy term a "General Policyholders Rating" of at least 
B+, V, or such other rating as may be required by a Lender having a lien on the 
Premises, as set forth in the most current issue of "Best's Insurance Guide." 
Lessee shall not do or permit to be done anything which shall invalidate the 
insurance policies referred to in this Paragraph 8. Lessee shall cause to be 
delivered to Lessor certified copies of, or certificates evidencing the 
existence and amounts of, the insurance, and with the additional insureds, 
required under Paragraphs 8.2(a) and 8.4. No such policy shall be cancellable or
subject to modification except after thirty (30) days prior written notice to 
Lessor.  Lessee shall at least thirty (30) days prior to the expiration of such 
policies, furnish Lessor with evidence of renewals or "insurance binders" 
evidencing renewal thereof, or Lessor may order such insurance and charge the 
cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon 
demand.

  8.6  Waiver of Subrogation.  Without affecting any other rights or remedies, 
Lessee and Lessor ("Waiving Party") each hereby release and relieve the other, 
and waive their entire right to recover damages (whether in contract or in tort)
against the other, for loss of or damage to the Waiving Party's property arising
out of or incident to the perils required to be insured against under Paragraph 
8. The effect of such releases and waivers of the right to recover damages shall
not be limited by the amount of insurance carried or required or by any 
dectibles applicable thereto.

  8.7 Indemnity. Except for Lessor's negligence, willfull misconduct, and/or 
breach of any provisions of the Lease, Lessee shall indemnify, protect, defend 
and hold harmless the Premises, Lessor ind its agents, Lessor's master or ground
lessor, partners and Lenders, from and tgainst any and all claims, loss of rents
and/or damages, costs, liens, judgments, penalties, permits, attorney's an(] 
consullint's fees, expenses and/or liabilities arising out of, involving, or in 
dealing with, the occupancy of the Promises by Lessee, the conduct of Lessee's 
business, any act, omission or neglect of Lessee, its agent, contractors, 
employees or invitees, and out of any Default or Breach by Lessee in the 
performance in a timely manner of any obligation on Lessee's part to be 
performed under this Lease.  The foregoing shall include, but not be limited to,
the defense or pursuit of any claim or any action or proceeding involved herein,
and whether or not (in the case of claims made against Lessor) litigated and/or 
reduced to judgement, and whether well founded or not.  In case any action or 
proceeding be brought against Lessor by reason of any of the foregoing matters, 
Lessee upon notice from Lessor shall defend the same at Lessee's expense by 
counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee
in such defense.  Lessor need not have first paid any such claim in order to be 
so indemnified.

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

9.  DAMAGE OR DESTRUCTION.

  9.1	Definitions.

    (a)  "Premises Partial Damage" shall mean damage or destruction to the 
improvements on the Premises, other than Lessee Owned Alterations and Utility 
Installations, the repair cost of which damage or destruction is less than 50% 
of the then replacement Cost of the Premises immediately prior to such damage or
destruction, excluding from such calculation the value of the land and Lessee 
Owned Alterations and Utility Installations.

    (b)  "Premises Total Destruction" shall mean damage or destruction to the 
Promises, other than Lessee Owned Alterations and Utility Installations the 
repair cost of which damage or destruction is 50% or more of the then 
nepiicoment Cost of the Premises immediately prior lo such damage or 
destruction, excluding from such calculation the value of the land and Lessee 
Owned Alterations and Utility Installations.

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

    (d)  "Replacement Cost" shall mean the cost to repair or rebuild the 
improvements owned by Lessor at the time of the occurrence to their condition 
existing immediately prior thereto. including demolition, debris removal and 
upgrading required by the operation of applicable building codes, ordinances or 
laws, nnd without deduction for depreciation.

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

  9.2  Partial Damage-Insured Loss.  If a Premises Partial.Damage that is an 
Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage 
(but not Lessee's Trade Fixtures or Lessee Owned* Alterations and Utility 
Installations) as soon as reasonably possible and this Lease shall continue in
full force and effect.  Notwithstanding the foregoing, if the required insurance
was not in force or the insurance proceeds are not sufficient to effect such 
repair, the Insuring Party shall promptly contribute the shortage in proceeds as
and when required to complete said repairs.

* -  or installed

  9.3  Partial Damage-Uninsured Loss.  If a Promises Partial Damage that is 
not an Insured Loss occurs, unless caused by a negligent or willfull act of 
Lessee (in which event Lessee shall make the repairs at Lessee's expense and 
this Lease shall continue in full force and effect, but subject to Lessor's 
rights, under Paragraph 13), Lessor may at Lessor's option, either: (i) repair 
such damage as soon as reasonably possible at Lessor's expense, in which event 
this Lease shift continue in full force and effect, or (ii) give written notice 
lo Lessee within thirty (30) days after receipt by Lessor of knowledge of the 
occurrence of such damage of Lessor's desire to terminate this Lease as of the 
date sixty (60) days following the giving of such notice.  In the event Lessor 
elects to give such notice of Lessor's intention to terminate this Lease, Lessee
shall have the right within ten (10) days after the receipt of such fiolice to 
give written notice to Lessor of Lessee's commitment to pay for the repair of 
such damage totally at Lessee's expense and without reimbursement from Lessor.  
Lessee shall provide Lessor with the required funds or satisfactory assurance 
thereof within thirty (30) days following Lessee's said commitment.  In such 
event this Lease shall continue in full force and effect, and Lessor shall 
proceed to make such repairs as soon as reasonably possible and the required 
funds are available.  If Lessee does not give such notice and provide the funds 
or assurance thereof within the times specified above, this Lease shall 
terminate as of the date specified in Lessor's notice of termination.

  9.4  Total Destruction.  Notwithstanding any other provision hereof, if a 
Premises Total Destruction occurs (including any destruction required by any 
authorized public authority), this Lease shall terminate sixty (60) days 
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee.  In the event, however, that the damage or destruction was caused by 
Lessee, Lessor shall have the right to recover Lessor's damages from Lessee 
except as released and waived in Paragraph 8.6.

  9.5  Damage Near End of Term.  It at any time during the last six (6) months 
of the term of this Lease there is damage for which the cost to repair exceeds 
one (1) month's Base Rent, whether or not an Insured Loss, Lessor may, at 
Lessor's option, terminate this Lease effective sixty (60) days following the 
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within thirty (30) days after the date of occurrence of such 
damage.  Provided, however, it Lessee at that time has an exercisable option to 
extend this Lease or to purchase the Premises, then Lessee may preserve this 
Lease by, within twenty (20) days following the occurrence of the damage, or 
before the expiration of the time provided in such option for its exercise, 
whichever is earlier ("Exercise Period"), (I) exercising such option and if 
Lessee duly exercises such option during said Exercise Period Lessor shall. at 
Lessor's expense repair such damage as soon as reasonably possible and this 
Lease shall continue in full force and effect.  If Lessee fails to exercise such
option and provide such funds or assurance during said exercise Period, then
Lessor may at Lessor's option terminate this Lease as of the expiration of said 
sixty (60) day period following the occurrence of such damage by giving written 
notice to Lessee of Lessor's election to do so within ten (10) days after the 
expiration of the Exercise Period, notwithstanding any term or provision in the 
grant of option to the contrary.

  9.6  Abatement of Rent; Lessee's Remedies.

   (a) In the event of damage described in Paragraph 9.2 (Partial Damage-
Insured). whether or not Lessor or Lessee repairs or restores the Premises, the 
Base Rent, Real Property Taxes, insurance premiums, and other charges, if any, 
payable by Lessee hereunder for the period during which such damage, its repair 
or the restoration continues,  shall be abated in proportion to the degree to 
which Lessee's use of the Premises is impaired.  Except for abatement of Base 
Rent, Real Property Taxes, insurance premiums, and other charges, if any, as 
aforesaid, all other obligations of Lessee hereunder shall be performed by 
Lessee, and Lessee shall have no claim against Lessor for any damage suffered 
by reason of any such repair or restoration.

  (b)  If Lessor shall be obligated to repair or restore the Premises under the 
provisions of this Paragraph 9 and shall not commence, in a substantial and 
meaningful way, the repair or restoration of the Premises within ninety (90) 
days after such obligation shall accrue, Lessee may, at any time prior to the 
commencement of such repair or restoration, give written notice to Lessor and to
any Lenders of which Lessee has actual notice of Lessee's election to terminate 
this Lease on a date not less than sixty (60) days following the giving of such 
notice.  If Lessee gives such notice to Lessor and such Lenders, and such repair
or restoration is not commenced within thirty (30) days after receipt of such 
notice, this Lease shall terminate as of the date specified in said notice.  If 
Lessor or a Lender commences the repair or restoration of the Premises within 
thirty (30) days after receipt of such notice, this Lease shall continue in full
force and effect.  "Commence" as used in this Paragraph shall mean either the 
unconditional authorization of the preparation of the required plans, or the 
beginning of the actual work on the Premises, whichever first occurs.   Lessee 
shall have the right to terminate this Lease by giving written notice if Lessor 
cannot repair or restore the building within 270 days (or 120 days if the damage
or destruction occurs during the last year of the term of this Lease).

  9.7  Hazardous Substance Conditions.  If a Hazardous Substance Condition 
occurs. unless Lessee is legally responsible therefor (in which case Lessee 
shall make the Investigation and remediation thereof required by Applicable Law 
and this Lease shall continue in full force and effect, but subject to Lessor's 
rights under Paragraph 13), Lessor may at Lessor's option either (i) investigate
and remediate such Hazardous Substance Condition, if required, ,is soon as 
reasonably possible at Lessor's expense, in which event this Lease shall 
continue in full force and effect, or (ii) if the estimated cost to investigate 
and remediate such condition exceeds twelve (12) times the then monthly Base 
Rent or $100,000, whichever is greater, give written notice to Lessee within 
thirly (30) days after receipt by Lessor of knowledge of the occurrence of such 
Hazardous Substance Condition of Lessor's desire to terminate this Lease ,is of 
the date sixty (60) days following the giving of such notice.  In the event 
Lessor elects to give such notice of Lessor's intention to terminate this Lease,
Lessee shall have the right within ten (10) days after the receipt of such 
notice to give written notice to Lessor of Lessee's commitment to pay for the 
investigation and remediation of such Hazardous Substance Condition totally at 
Lessee's expense and without reimbursement from Lessor except to the extent of 
an amount equal to twelve (12) times the then monthly Base Rent or $100,000, 
whichever is greater.  Lessee shall provide Lessor with the funds required of 
Lessee or satisfactory assurance thereof within thirty (30) days following 
Lessee's said commitment.  In such event this Lease shall continue in lull force
and effect, and Lessor shall proceed to make such investigation and remediation 
as soon as reasonably possible and the required funds are available.  If Lessee 
does not give such notice and provide the required funds or assurance thereof 
within the limes specified above, this Lease shall terminate as of the date 
specified in Lessor's notice el termination.  If a Hazardous Substance Condition
occurs for which Lessee is not legally responsible, there shall be abatement of 
Lessee's obligations under this Lease to the same extent as provided in 
Paragraph 9.6(a).

  9.8  Termination-Advance Payments.  Upon termination of this Lease 
pursuant to this Paragraph 9, an equitable adjustment shall be made concerning 
advance Base Rent and any other advance payments made by Lessee to Lessor.  
Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit
as has not been, or is not then required to be, used by Lessor under the terms 
of this Lease.

  9.9  Waive Statutes.  Lessor and Lessee agree that the terms of this Lease 
shall govern the effect of any damage to or destruction of the Premises with 
respect to the termination of this Lease and hereby waive the provisions of any 
represent or future statute to the extent inconsistent herewith.

10.   REAL PROPERTY TAXES.  

  10.1 (a) Payment of Taxes.  Lessor shall pay the Real Property Taxes, but no 
more than 5% per year unless such increase is attributable to Tenant's 
occupancy, as defined in Paragraph 10.2, applicable to the Premises; provided, 
however that 1997 base year, Lessee shall pay, in addition to rent, the amount, 
if any, by which Real Property Taxes applicable to the Premises increase over 
the fiscal tax year ("Tax Increase").  Subject to Paragraph 10.1(b), payment of 
any such Tax Increase shall be made by Lessee within thirty (30) days after 
receipt of Lessor's written statement setting forth the amount due and the 
computation thereof but no earlier than 10 days prior to delinquency date of any
such taxes. If any such taxes to be paid by Lessee shall cover any period of 
time prior to or after the expiration or earlier termination of the term hereof,
Lessee's share of such taxes shall be equitably prorated to cover only the 
period of time within the fiscal year this Lease is in effect, and Lessor shall 
reimburse Lessee for any overpayment after such proration.

    (b) Advancement of Payment.  In order to insure payment when due and 
before delinquency of any or all Real Property Taxes, Lessor reserves the right,
at Lessor's option, to estimate the current Real Poy Taxes applicable to the 
Premises, and to require such current year's Tax increase to be paid in advance 
to Lessor by Lessee, in a lump sum amount equal to the amount due, no earlier 
than twenty (20) days prior to the applicable delinquency date.

    (c)  Additional Improvements.  Notwithstanding Paragraph 10.1(a) thereof 
Lessee shall pay to Lessor upon demand therefor the entirety of any increase in 
Real Property Taxes assessed by reason of Alterations or Utility Installations 
placed upon the Premises by Lessee or at Lessee's request.

  10.2  Definition of "Real Property Taxes.  As used herein, the term "Real 
Property Taxes" shall include any form of real estate tax or assessment, 
general, special, ordinary or extraordinary, and any license fee, commercial 
rental tax, improvement bond or bonds, levy or tax (other than inheritance, 
personal income or estate taxes) imposed upon the Premises after commencement 
date by any authority having the direct or indirect power to tax, including any 
city, state or federal government, or any school, agricultural, sanitary, fire, 
street, drainage or other improvement district thereof, levied against any legal
or equitable interest of Lessor in the Premises or in the real property of which
the Premises are a part, Lessor 'right to rent or other income therefrom, and/or
Lessor's business of leasing the Premises.  The term "real Property Taxes" shall
also include any tax, fee, levy, assessment or charge, or any increase therein, 
imposed by reason of events occurring, or changes in applicable law taking 
effect, during the term of this Lease, including but not limited to a change in
the ownership of the Premises r in the imporvements thereon, the execution of 
this Lease, or any modification, amendment or transfer thereof, and whether or 
not contemplated by the Parties.

  10.3  Personal Property Taxes.  Lessee shall pay prior to delinquency all 
taxes assessed against and levied upon Lessee Owned Alterations, Utility 
Installations, Trade Fixtures, furnishings, equipment and all personal property 
of Lessee contained in the Premises or e1sewhere.  When possible, Lessee shall 
cause its Trade Fixtures, furnishings, equipment and all other personal property
to be assessed and billed separately Irom the real property of Lessor.  If any 
of Lessee's said personal property shall be assessed with Lessor's real 
property, Lessee shall pay Lessor the taxes attributable to Lessee within ten  
10) days after receipt of a written statement setting forth the taxes applicable
to Lessee's property or, at Lessor's option, as provided in Paragraph 10.1(b).

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


12.  ASSIGNMENT AND SUBLETTING.

  12.1  Lessor's Consent Required.

    (a)  Lessee shall not voluntarily or by operation of law assign, transfer, 
mortgage or otherwise transfer or encumber (collectively, "assignment") or 
sublet all or any part of Lessee's interest in this Lease or in the Premises 
without Lessor's prior written consent given under and subject to the terms of 
Paragraph 36.

    (b)  A change in the control of Lessee shall constitute an assignment 
requiring written notice to Lessor.

    (c)  The involvement of Lessee or its assets in any transaction, or series 
of transactions (by way of merger, sale, acquisition, financing, refinancing, 
transfer, leveraged buy-out or otherwise), whether or not a formal assignment or
hypothecation of this Lease or Lessee's assets occurs. which results or will 
result in a reduction of the Net Worth of Lessee, as hereinafter defined, by an 
amount equal to or greater than fifty percent (50%) of such Net Worth of Lessee 
as it was represented to Lessor at the time of the execution by Lessor of this 
Lease or at the time of the most recent assignment to which Lessor has 
consented, or as it exists immediately prior to said transaction or transactions
constituting such reduction, at whichever time said Nei Worth of Lessee was or 
is greater, shall be considered an assignment of this Lease by Lessee to which 
Lessor may reasonably withhold its consent.  "Net Worth of Lessee" for purposes 
of this Lease shall be the net worth of Lessee (excluding any guarantors) 
established under generally accepted accounting principles consistently applied.

    (d)	An assignment or subletting of Lessee's interest in this Lease without 
Lessor's specific prior written consent shall, at Lessor's option, be a Default 
curable after notice per Pragraph 13.1(c), or a noncurable Breach without the 
necessity of any notice and grace period.  If Lessor elects to treat such 
unconsented to assignment or subletting as a noncurable Breach, Lessor shall 
have the right to either: (i) terminate this Lease, or (ii) upon thirty (30)days
written notice ("Lessor's Notice"), increase the monthly Base Rent to fair 
market rental value or one hundred ten percent (110%) of the Base Rent then in 
effect, whichever is greater.  Pending determination of the new fair market 
rental value, if disputed by Lessee, Lessee shall pay the amount set forth in 
Lessor's Notice, with any overpayment credited against the next installment(s) 
of Base Rent coming due, and any underpayment for the period retroactively to 
the effective date of the adjustment being due and payable immediately upon the 
determination thereof.  Further, in the event of such Breach and market value 
adjustment, (i) the purchase price of any option to purchase the Premises held 
by Lessee shall be subject to similar adjustment to the then fair market value 
(without the Lease being considered an encumbrance or any deduction for 
depreciation or obsolescence, and considering the Premises at its highest and 
best use and in good condition), or one hundred ten percent (110%) of the price 
previously in effect, whichever is greater, (ii) any index-oriented rental or 
price adjustment formulas contained in this Lease shall be adjusted to require 
that the base index be determined with reference to the index applicable to the 
time of such adjustment, and (iii) any fixed rental adjustments scheduled during
the remainder of the Lease term shall be increased in the same ratio as the new 
market rental bears to the Base Rent in effect immediately prior to the market 
value adjustment.

  12.2  Terms and Conditions Applicable to Assignment and Subletting.

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

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

    (c)  The consent of Lessor to any assignment or subletting shall not 
constitute a consent to any subsequent assignment or subletting by Lessee or to 
any subsequent or successive assignment or subletting by the sublessee.  
However, Lessor may consent to subsequent sublettings and assignments of the 
sublease or any amendments or modifications thereto without notifying Lessee 
or anyone else liable on the Lease or sublease and without obtaining their 
consent, and such action shall not relieve such persons from liability under 
this Lease or sublease.

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

    (e) Each request for consent to an assignment or subletting shall be in 
writing, accompanied by information relevant to Lessor's determination as to the
financial and operational responsibility and appropriateness.of the proposed 
assignee or sublessee, including but not limited to the intended use and/or 
required modification of the Premises, if any, together with reimbursement of 
reasonable costs up to $500.00, whichever is greater, as reasonable 
consideration for Lessor's considering and processing the request for consent.  
Lessee agrees to provide Lessor with such other or additinoal information and/or
documentation as may be reasonably requested by Lessor.  

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

  12.3 Additional Terms and Conditions Applicable to Subletting.  The 
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under 
this Lease whether or not expressly incorporated therein:

   (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in
all rentals and income arising from any sublease of all or a portion of the 
Premises heretofore or hereafter made by Lessee, and Lessor may collect such 
rent and income and apply same toward Lessee's obligations under this Lease; 
provided, however, that until a Breach (as defined in Paragraph 13.1) shall 
occur in the performance of Lessee's obligations under this Lease, Lessee may, 
except as otherwise provided in this Lease, receive, collect and enjoy the rents
accruing under such sublease.  Lessor shall not, by reason of this or any other 
assignment of such sublease to Lessor, nor by reason of the collection of the 
rents from a sublessee, be deemed liable to the sublessee for any failure of 
Lessee to perform and comply with any of Lessee's obligations to such sublessee 
under such sublease.  Lessee hereby irrevocably authorizes and directs any such 
sublessee, upon receipt of a written notice from Lessor stating that a Breach 
exists in the performance of Lessee's obligations under this Lease, to pay to 
Lessor the rents and other charges due and to become due under the sublease.  
Sublessee shall rely upon any such statement and request from Lessor and shall 
pay such rents and other charges to Lessor without any obligation or right to 
inquire as to whether such Breach exists and notwithstanding any notice from or 
claim from Lessee to the contrary.  Lessee shall have no right or claim against 
said sublessee, or, until the Breach has been cured, against Lessor, for any 
such rents and other charges so paid by said sublessee to Lessor.

    (b)  In the event of a Breach by Lessee in the performance of its 
obligations under this Lease, Lessor, at its option and without any obligation 
to do so, may require any sublessee to attorn to Lessor, in which event Lessor 
shall undertake the obligations of the sublessor under such sublease from the 
time of the exercise of said option to the expiration of such sublease; 
provided, however, Lessor shall not be liable for any prepaid rents or security 
deposit paid by such sublessee to such sublessor or for any other prior Defaults
or Breaches of such sublessor under such sublease.

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

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

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

13.  DEFAULT; BREACH; REMEDIES.

  13.1  Default; Breach.  Lessor and Lessee agree that If an attorney is 
consulted by Lessor in connection with a Lessee Default or Breach (as 
hereinafter defined), $350.00 is a reasonable minimum sum per such occurrence 
for legal services and costs In the preparation and service of a notice of 
Default, and that Lessor may include the cost of such services and costs in said
notice as rent due and payable to cure said Default.  A "Default" Is defined as 
a failure by the Lessee to observe. comply with or perform any of the terms, 
covenants. conditions or rules applicable to Lessee under this Lease.  A 
"Breach" is defined as the occurrence of any one or more of the following 
Defaults, and, where a grace period for cure after notice is specified herein, 
the failure by Lessee to cure such Default prior to the expiration of the 
applicable grace period. and shall entitle Lessor to pursue the remedies set 
forth in Paragraphs 13.2 and/or 13.3.

    (a)  The vacating of the Premesis without the intention to reoccupy same, 
or the abandonment of the Premises.

    (b) Except as expressly otherwise provided in this Lease, the failure by 
Lessee to make any payment of Base Rent or any other monetary payment 
required tb be made by Lessee hereunder, whether to Lessor or to a third party, 
as and when due, the failure by Lessee to provide Lessor with reasonable 
evidence of insurance or surety bond required under this Lease, or the failure 
of Lessee to fulfill any obligation under this Lease which endangers or 
'threatens life or property, where such failure continues for a period of three 
(3) days following written notice thereof by or on behalf of Lessor to Lessee.

    (c)  Except as expressly otherwise provided in this Lease, the failure by 
Lessee to provide Lessor with reasonable written evidence (in duly executed 
original form, if applicable) of (i) compliance with applicable law per 
Paragraph 6.3, (if) the inspection, maintenance and service contracts required 
under Paragraph 7.1 (b), (iii) the recession of an unauthorized assignment or 
subletting per Paragraph 12.1 (b), (iv) a Tenancy Statement per Paragraphs 16 or
37, (v) the subordination or non-subordination of this Lease per Paragraph 30, 
(vi) the guaranty of the performance of Lessee's obligations under this Lease it
required under Paragraphs 1.11 and 37, (vii) the execution of any document 
requested under Paragraph 42 (easements), or (viii) any other documentation or 
information which Lessor may reasonably reqtiire of Lessee under the terms of 
this Lease, where any such failure continues for a period of ten (10) days 
following written notice by or on behalf of Lessor to Lessee.

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

    (e)  The occurrence of any of the following events: (i) The making by 
Lessee of any general arrangement or assignment for the benefit of creditors; 
Lessee's becoming a "debtor" as defined in 1 1 U.S.C. SEC. 101 or any successor 
statute thereto (unless, in the case of a petition filed against Lessee, the 
same is dismissed within sixty (60) days); (iii) the appointment of a trustee or
receiver to take possession of substantially all of Lessee's assets located at 
the Premises or of Lessee's interest in this Lease, where possession is not 
restored to Lessee within thirty (30) days; or (iv) the attachment, execution or
other judicial seizure of substantially all of Lessee's assets located at the 
Premises or of Lessee's interest in this Lease, where such seizure is not 
discharged within thirty (30) days; provided, however, in the event that any 
provision of this subparagraph (a) is contrary to any applicable law, such 
provision shall be of no force or effect, and not affect the validity of the 
remaining provisions.

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

  13.2  Remedies.  If Lessee fails to perform any affirmative duty or obligation
of Lessee under this Lease, within ten (10) days after written notice to Lessee 
(or in case of an emergency, without notice), Lessor may at its option (but 
without obligation to do so), perform such duty or obligation on Lessee's 
behalf, including but not limited to the obtaining of reasonably required bonds,
insurance policies, or governmental licenses, permits or approvals.  The costs 
and expenses of any such performance by Lessor shall be due and payable by 
Lessee to Lessor upon invoice therefor.  If any check given to Lessor by Lessee 
shall not be honored by the bank upon ' which it is drawn, Lessor, at its
option, may require all future payments to be made under this Lease by Lessee to
be made only by cashier's check, In the event of a Breach of this Lease by 
Lessee, as defined in Paragraph 13.1, with or without further notice or demand, 
and without limiting Lessor in the exercise of any right or remedy which Lessor 
may have by reason of such Breach, Lessor may:

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

    (b) Continue the Lease and Lessee's right to possession in effect (in 
California fair under California Civil Code Section 1951.4) after Lessee's 
Breach and abandonment and recover the rent as it becomes due, provided Lessee 
has the right to sublet or assign, subject only to reasonable limitations.  See 
Paragraphs 12 and 36 for the limitations on assignment and subletting which 
limitations Lessee and Lessor agree are reasonable.  Acts of maintenance or 
preservation, efforts to relet the Premises, or the appointment of a receiver to
protect the Lessor's interest under the Lease, shall not constitute a 
termination of the Lessee's right to possession.

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

    (d)  The expiration or termination of this Lease and/or the termination of 
Lessee's right to possession shall not relieve Lessee from liability under any 
indemnity provisions of this Lease as to matters occurring or accruing during 
the term hereof or by reason of Lessee's occupancy of the Premises.

  13.3  Inducement Recapture In Event Of Breach.  Any agreement by Lessor 
for other charges applicable to the Premises, or other bonus, inducement or 
consideration for Lessee's entering into this Lease, all of which concessions 
are hereinafter referred to as "Inducement Provisions:' shall be deemed 
conditioned upon Lessee's full and faithful performance of all of the terms, 
covenants and conditions of this Lease to be performed or observed by Lessee 
during the term hereof as the same may be extended.  Upon the occurrence of a 
Breach of this Lease by Lessee, as defined in Paragraph 13.1, any such 
unamortized portion of the Inducement Provision shall automatically be deemed 
deleted from this Lease and of no further force or effect, and any rent, other 
charge, bonus, inducement or consideration theretofore abated, given or paid by 
Lessor under such an Inducement Provision shall be immediately due and payable 
by Lessee to Lessor, and recoverable by Lessor as additional rent due under this
Lease, notwithstanding any subsequent cure of said Breach by Lessee.  The 
acceptance by Lessor of rent or the cure of the Breach which initiated the 
operation of this Paragraph shall not be deemed a waiver by Lessor of the 
provisions of this Paragraph unless specifically so stated in writing by Lessor 
at the time of such acceptance.

  13.4  Late Charges.  Lessee hereby acknowledges that late payment by 
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to incur
costs not contemplated by this Lease, the exact amount of which will be 
extremely difficult to ascertain.  Such costs include, but are not limited to, 
processing and accounting charges, and late charges which may be imposed 
upon Lessor by the terms of any ground lease, mortgage or trust deed covering 
the Premises.  Accordingly, if any installment of rent or any other sum due from
Lessee shall not be received by Lessor or Lessor's designee in ten (10) days 
after such amount shall be due, then, without any requirement for notice to 
Lessee.  Lessee shall pay to Lessor a late charge equal to six percent (6%) of 
such overdue amount.  The parties hereby agree that such late charge represents 
a fair and reasonable estimate of the costs Lessor will incur by reason of late 
payment by Lessee.  Acceptance of such late charge by Lessor shall in no event 
constitute a waiver of Lessee's Default or Breach with respect to such overdue 
amount nor prevent Lessor from exercising any of the other rights and remedies 
granted hereunder.  In the event that a late charge is payable hereunder, not 
collected, for three (3) consecutive installments of Base Rent, then 
notwithstanding Paragraph 4.1 or any other provision of this Lease to the 
contrary, Base Rent shall, at Lessor's option, become due and payable quarterly 
in advance.

  13.5  Breach by Lessor.  Lessor shall not be deemed in breach of this Lease 
unless Lessor fails within a reasonable time to perform an obligation required 
to be performed by Lessor.  For purposes of this Paragraph 13.5, a reasonable 
time shall in no event be less than thirty (30) days after receipt by Lessor, 
and by the holders of any ground lease, mortgage or deed of trust covering the 
Premises whose name and address shall have been furnished Lessee in writing for
such purpose, of written notice specifying wherein such obligation of Lessor has
not been performed; provided, however, that if the nature of Lessor's obligation
is such that more than thirty (30) days after such notice are reasonably 
required for its performance, then Lessor shall not be in breach of this Lease 
it performance is commenced within such thirty (30) day period and thereafter 
diligently pursued to completion.

14.  CONDEMNATION.  If the Premises or any portion thereof are taken under 
the power of eminent domain or sold under the threat of the exercise of said 
power (all of which are herein called "condemnation"), this Lease shall 
terminate as to the part so taken as of the date the condemning authority takes 
title or possession, whichever first occurs.  It more than ten percent (10%) of 
the floor area of the Premises, or more than twenty-five percent (25%) of the 
land area not occupied by any building, is taken by condemnation, Lessee may, at
Lessee's option, to be exercised in writing within ten (10) days after Lessor 
shall have given Lessee written notice of such taking (or in the absence of such
notice, within ten (10) days after the condemning authorization have taken 
possession) terminate this Lease as of the date the condemning authority takes 
such possession.  If Lessee does not terminate this.Lease in, accordance with 
the foregoing, this Lease shall remain in full force and effect as to the 
portion of the Premises remaining, except that the Base Rent shall be reduced in
the same proportion as the rentable floor area of the Premises taken bears to 
the total rentable floor area of the building located on the Premises.  No 
reduction of Base Rent shall occur if the only portion of the Premises taken is 
land on which there is no building.  Any award for the taking of all or any part
of the Premises under the power of eminent domain or any payment made under 
threat of the exercise of such power shall be the prop" of Lessor, whether such 
award shall be made as compensation for diminution in value of the leasehold or 
for the taking of the fee, or as severance damages; provided, however, that 
Lessee shall be entitled to any compensation, separately awarded to Lessee for 
Lessee's relocation expenses and/or loss of Lessee's Trade Fixtures.  In the 
event that this Lease is not terminated by reason of such condemnation, Lessor 
shall to the extent of its net severance damages received, over and above the 
legal and other expenses incurred by Lessor in the condemnation matter, repair 
any damage to the Premises caused by such condemnation, except to the extent 
that Lessee has been reimbursed therefor by the condemning authority.  Lessee 
shall be responsible for the payment of any amount in excess of such net 
severance damages required to complete such repair.

15.  BROKER'S FEE.

  15.1  The Brokers named in Paragraph 1.10 are the procuring causes of this 
Lease.

  15.2  Upon execution of this Lease by both Parties, Lessor shall pay to said 
Brokers jointly, or in such separate shares as they may mutually designate in 
writing, a fee as set forth in a separate written agreement between Lessor and 
said Brokers (or in the event there is no separate written agreement between 
Lessor and said Brokers, the sum of $ (per separate agreement) for brokerage 
services rendered by said Brokers to Lessor in this transaction.

  15.3  Unless Lessor and Brokers have otherwise agreed in writing, Lessor 
further agrees that: (a) if Lessee exercises any Option (as defined in Paragraph
39.1) or any Option subsequently granted which is substantially similar to an 
Option granted to Lessee in this Lease, or lb) if Lessee acquires any rights to 
the Premises or other premises described in this Lease which are substantially 
similar to what Lessee would have acquired had an Option herein granted to 
Lessee been exercised, or (c) it Lessee remains in possession of the Premises, 
with the consent of Lessor, after the expiration of the term of this Lease after
having failed to exercise an Option, or (d) if said Brokers are the procuring 
cause of any other lease or sale entered into between the Parties pertaining to
the Premises and/or any adjacent property in which Lessor has an interest, or 
(e) if Base Rent is increased, whether by agreement or operation of an 
escalation clause herein, then as to any of said transactions, Lessor shall pay 
said Brokers a fee in accordance with the schedule of said Brokers in effect at 
the time of the execution of this Lease.

  15.4  Any buyer or transferee of Lessor's interest in this Lease, whether such
transfer is by agreement or by operation of law, shall be deemed to have 
assumed Lessor's obligation under this Paragraph 15.  Each Broker shall be a 
third party beneficiary of the provisions of this Paragraph 15 to the extent of 
its interest in any commission arising from this Lease and may enforce that 
right directly against Lessor and its successors.

  15.5  Lessee and Lessor each represent and warrant to the other that it has 
had no dealings with any person, firm, broker or finder (other than the Brokers,
if any named in Paragraph 1.10) in connection with the negotiation of this Lease
and/or the consummation of the transaction contemplated hereby, and that no 
broker or other person, firm or entity other than said named Brokers is entitled
to any commission or finder's fee in connection with said transaction.  Lessee 
and Lessor do each hereby agree to indemnify, protect, defend and hold the 
other harmless from and against liability for compensation or charges which 
may be claimed by any such unnamed broker, finder or other similar party by 
reason of any dealings or actions of the indemnifying Party, including any 
costs, expenses, attorneys' fees reasonably incurred with respect thereto.

  15.6  Lessor and Lessee hereby consent to and approve all agency 
relationship, including any dual agencies, indicated in Paragraph 1.10.

16.   Tenancy Statement.

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

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

17.  LESSORS LIABILITY.  The term "Lessor" as used herein shall mean the 
owner or owners at the time in question of the fee title to the Premises, or, if
this is a sublease, of the lessee's interest in the prior lease.  In the event 
of a transfer of Lessor's title or interest in the Premises or in this Lease, 
Lessor shall deliver to the transferee or assignee (in cash or by credit) any 
unused Security Deposit held by Lessor at the time of such transfer or 
assignment.  Except as provided in Paragraph 15, upon such transfer or 
assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor 
shall be relieved of all liability with respect to the obligations and/or 
covenants under this Lease thereafter to be performed by the Lessor.  Subject to
the foregoing, the obligations and/or covenants in this Lease to be performed by
the Lessor shall be binding only upon the Lessor as hereinabove defined.

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

19.  INTEREST ON PAST-DUE OBLIGATIONS.  Any monetary payment due 
Lessor hereunder, other than late charges, not received by Lessor within thirty 
(30) days following the date on which it was due, shall bear interest from the 
thirty-first (31si) day after it was due at the rate of 12% per annum, but not 
exceeding the maximum rate allowed by law, in addition to the late charge 
provided for in Pariiijraph 13.4.

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

21.  RENT DEFINED.  All monetary obligations of Lessee to Lessor under the 
terms of this Lease are deemed to be rent.

22.  NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER.  This 
Lease contains all agreements between the Parties with respect to any matter 
mentioned herein, and no other prior or contemporaneous agreement or 
understanding shall be effective.  Lessor and Lessee each represents and 
warrants to the Brokers that it has made, and is relying solely upon, its own 
investigation as to the nature, quality, character and financial responsibility 
of the other Party to this Lease and as to the nature, quality and character of 
the Premises.  Brokers have no responsibility with respect thereto or with 
respect to any default or breach hereof by either Party.

23.  NOTICES.

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

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

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

25.  NONE

26.  NO RIGHT TO HOLDOVER.  Lessee has no right to retain possession of 
the Premises or any part thereof beyond the expiration or earlier termination of
this Lease. (See Addendum).

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

26.  COVENANTS AND CONDITIONS.  All provisions of this Lease to be 
observed or performed by Lessee are both covenants and conditions.

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

30.  SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

  30.1  Subordination.  This Lease and any Option granted hereby shall be 
subject and subordinate to any ground lease, mortgage, deed of trust, or other 
hypothecation or security device (collectively, "Security Device"), now or 
hereafter placed by Lessor upon the real property of which the Premises are a 
part, to any and all advances made on the security thereof, and to all renewals,
modifications, consolidations, replacements and extensions thereof.  Lessee 
agrees that the Lenders holding any such Security Device shall have no duty, 
liability or obligation to perform any of the obligations of Lessor under this 
Lease, but that in the event of Lessor's default with respect to any such 
obligation, Lessee will give any Lender whose name and address have been 
furnished Lessee in writing for such purpose notice of Lessor's default and 
allow such Lender thirty (30) days following receipt of such notice for the cure
of said default before invoking any remedies Lessee may have by reason thereof.
If any Lender shall elect to have this Lease and/or any Option granted hereby 
superior to the lien of its Security Device and shall give written notice 
thereof to Lessee, this Lease and such Options shall be deemed prior to such 
Security Device, notwithstanding the relative dates of the documentation or 
recordation thereof.

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

  30.3  Non-Disturbance.  With respect to Security Devices entered into by 
Lessor after the execution of this Lease, Lessee's subordination of this Lease 
shall be subject to receiving assurance (a "non-disturbance agreement") from the
Lender that Lessee's possession and this Lease, including any options to extend 
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof
and attorns to the record owner of the Premises.

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

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

32.  LESSOR'S ACCESS; SHOWING; PREMISES; REPAIRS.  Lessor and 
Lessor's agents shall have the right to enter the Premises at any time, in the 
case of an emergency, and otherwise at reasonable times with reasonable notice 
for the purpose of showing the same to prospective purchasers, lenders, or 
lessees, and making such alterations, repairs, improvements or additions to the 
Premises or to the building of which they are a part, as Lessor may reasonably 
deem necessary.  Lessor may at any time place on or about the Premises or 
building any ordinary "For Sale" signs and Lessor may at any time during the 
last one hundred twenty (120) days of the term hereof place on or about the 
Premises any ordinary "For Lease" signs.  All such activities of Lessor shall be
without abatement of rent or liability to Lessee.

33.  AUCTIONS.  Lessee shall not conduct, nor permit to be conducted, either 
voluntarily or involuntarily, any auction upon the Premises without first having
obtained Lessor's prior written consent.  Notwithstanding anything to the 
contrary in this Lease, Lessor shall not be obligated to exercise any standard 
of reasonableness in determining whether to grant such consent.

34.  SIGNS.  Lessee shall not place any sign upon the Premises, except that 
Lessee may, with Lessor's prior written consent, install (but not on the room 
such signs as are reasonably required to advertise Lessee's own business.  The 
installation of any sign on the Premises by or for Lessee shall be subject to 
the provisions of Paragraph 7 (Maintenance, Repairs, Utility Installations, 
Trade Fixtures and Alterations).  Unless otherwise expressly agreed herein, 
Lessor reserves all rights to the use of the roof and the right to install, and 
all revenues from the installation of, such advertising signs on the Premises, 
including the roof, as do not unreasonably interfere with the conduct of 
Lessee's business. (See Addendum)

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

36.  CONSENTS.

   (a)  Except for Paragraph 33 hereof (Auctions) or as otherwise provided 
herein, wherever in this Lease the consent of a Party is required to an act by 
or for the other Party, Such consent shall not be unreasonably withheld or 
delayed.  Lessor's actual reasonable costs and expenses limited to $500.00 
(including but not limited to architects, attorneys, engineers' or other 
consultants' fees) incurred in the consideration of, or response to, a request 
by Lessee for any Lessor consent pertaining to this Lease or the Premises, 
including but not limited to consents to an assignment, a subletting or the 
presence or use of a Viazardous Substance, practice or storage lank, shall be 
paid by Lessee to Lessor upon receipt of an invoice and supporting documentation
therefor.  Subject to Paragraph 12.2(e) (applicable to assignment or 
subletting), Lessor may, as a condition to considering any such request by 
Lessee, require that Lessee deposit with Lessor an amount of money (in addition 
to the Security Deposit held under Paragraph 5) reasonably calculated by Lessor 
to represent the cost Lessor will incur in considering and responding to 
Lessee's request.  Except as otherwise provided, any unused portion of said
 deposit shall be refunded to Lessee without interest.  Lessor's consent to any 
act, assignment of this Lease or subletting of the Premises by Lessee shall not 
constitute an acknowledgment that no Default or Breach by Lessee of this Lease 
exists, nor shall such consent be deemed a waiver of any then existing Default 
or Breach, except as may be otherwise specifically stated in writing by Lessor 
at the time of such consent.

    (b)  All conditions to Lessor's consent authorized by this Lease are 
acknowledged by Lessee as being reasonable.  The failure to specify herein any 
particular condition to Lessor's consent shall not preclude the imposition by 
Lessor at the time of consent of such further or other conditions as are then 
reasonable with reference to the particular matter for which consent is being 
given.

37.  NONE.

38.  QUIET POSSESSION.  Upon payment by Lessee of the rent for the 
Premises and the observance and performance of all of the covenants, conditions 
and provisions on Lessee's part to be observed and performed under this Lease, 
Lessee shall have quiet possession of the Premises for the entire term hereof 
subject to all of the provisions of this Lease.

39.  OPTIONS.

  39.1  Definition.  As used in this Paragraph 39 the word "Option" has the 
following meaning: (a) the right to extend the term of this Lease or to renew 
this Lease or to extend or renew any lease that Lessee has on other property of 
Lessor; (b) the right of first refusal to lease the Premises or the right of 
first offer to lease the Premises or the right of first refusal to lease other 
property of Lessor or the right of first offer to lease other property of 
Lessor; (c) the right to purchase the Premises, or the right of first refusal to
purchase the Premises, or the right of first offer to purchase the Premises, or 
the right to purchase other property of Lessor, or the right of first refusal to
purchase other property of Lessor, or the right of first offer to purchase other
property of Lessor.

  39.2  Options Personal To Original Lessee.  Each Option granted to Lessee in 
this Lease is personal to the original Lessee (also any wholly owned subsidiary 
or successor) named in Paragraph 1.1 hereof, and cannot be voluntarily or 
involuntarily assigned or exercised by any person or entity other than said 
original Lessee while the original Lessee is in full and actual possession of 
the Premises and without the intention of thereafter assigning or subletting.  
The Options, if any, herein granted to Lessee are not assignable, either as a 
part of an assignment of this Lease or separately or apart therefrom, and no 
Option may be separated from this Lease in any manner, by reservation or 
otherwise.

  39.3  Muftiple Options.  In the event that Lessee has any multiple Options to 
extend or rendw this Leasb, a later option cannot be exercised until prior 
Options to extend or renew this Lease have been validly exercised.

  39.4  Effect of Default on Options.

     (a)  Lessee shall have no right to exercise an Option, notwithstanding any 
provision in the grant of Option to the contrary: (i) during the period 
commencing with the giving of any notice of Default under Paragraph 13.1 and 
continuing until the noticed Default is cured, or (ii) during the period of time
any monetary obligation due Lessor from Lessee is unpaid (without regard to 
whether notice thereof is given Lessee), or (iii) during the time Lessee is in 
Breach of this Lease, or (iv) in the event that Lessor has given to Lessee three
(3) or more notices of Default under Paragraph 13.1, whether or not the Defaults
are cured, during the twelve (12) month period immediately preceding the 
exercise of the Option.

     (b) The period of time within which an Option may be exercised shall not 
be extended or enlarged by reason of Lessee's inability to exercise an Option 
because of the provisions of Paragraph 39,4(a).

    (c)  All rights of Lessee under the provisions of an Option shall terminate 
and be of no further force or effect, notwithstanding Lessee's due and timely 
exercise of the Option, If, after such exercise and during the term of this 
Lease, (i) Lessee falls to pay to Lessor a monetary obligation of Lessee for a 
period of thirty (30) days after such obligation becomes due (without any 
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessor gives to 
Lessee three or more notices of Default under Paragraph 13.1 during any twelve 
month period, whether or not the Defaults are cured, or (iii) if Lessee commits 
a Breach of this Lease.

40.  MULTIPLE BUILDINGS.  If the Premises are part of a group of buildings 
controlled by Lessor, Lessee agrees that it will abide by, keep and observe all 
reasonable rules and regulations which Lessor may make from time to time for 
the management, safety, care, and cleanliness of the grounds, the parking and 
unloading of vehicles and the preservation of good order, as well as for the 
convenience of other occupants or tenants of such other buildings and their 
invitees, and that Lessee will pay its fair share of common expenses incurred in
connection therewith.

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

42.  RESERVATIONS.  Lessor reserves to :Itself the right, from time to time, to 
grant, without the consent or joinder of Lessee, such easements, rights and 
dedications that Lessor deems necessary, and to cause the recordation of parcel 
maps and restrictions, so long as such easements, rights, dedications, maps and 
restrictions do not unreasonably interfere with the use of the Premises by 
Lessee.  Lessee agrees to sign any documents reasonably requested by Lessor to 
effectuate any such easement rights, dedication, map or restrictions.

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

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

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

46.  OFFER.  Preparation of this Lease by Lessor or Lessor's agent and 
submission of same to Lessee shall not be deemed an offer to lease to Lessee.  
This Lease is not intended to be binding until executed by all Parties hereto.

47.  AMENDMENTS.  This Lease may be modified only in writing, signed by 
the parties in interest at the time of the modification.  The parties shall 
amend this Lease from time to time to reflect any adjustments that are made to 
the Base Rent or other rent payable under this Lease.  As long as they do not 
materially change Lessee's obligations hereunder, Lessee agrees to make such 
reasonable non-monetary modifications to this Lease as may be reasonably 
required by an institutional, insurance company, or pension plan Lender in 
connection with the obtaining of normal financing or refinancing of the property
of which the Premises are a part.

48.  MULTIPLE PARTIES.  Except as otherwise expressly provided herein, it 
more than one person or entity is named herein as either Lessor or Lessee, the 
obligations of such multiple parties shall be the joint and several 
responsibility of all persons or entities named herein as such Lessor or Lessee.

ATTACHMENTS

Addendum Paragraphs 45-66
Exhibit A Floorplans.







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

IF THIS LEASE HAS BEEN FILLED IN, l@ HAS BEEN PREPARED FOR 
SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL.  FURTHER, 
EXPERTS SHOULD BE CONSULTED TO EVALUATE THE CONDITION 
OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF ASBESTOS, 
STORAGE TANKS OR HAZARDOUS SUBSTANCES.  NO 
REPRESENTATION OR RECOMMENDATION IS MADE BY THE 
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE 
REAL ESTATE BROKER(S) OR THEIR AGENTS OR EMPLOYEES AS TO 
THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES 
OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE 
PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN 
COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS 
LEASE.  IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER 
THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE 
PROPERTY IS LOCATED SHOULD BE CONSULTED.

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

Executed at                                 Executed at
on                                             on                  
by LESSOR:                              by LESSEE:
Solo Cup Company                     Ketter Digital Entertainment,Inc.

By                                            By:/s/Thomas L. Jorgenson

Name Printed:                             Name Printed:  Thomas L. Jorgenson 
Title:                                        Title: Chief Operating Officer

By                                            By

Name Printed:                            Name Printed:

Title:                                        Title: 

Address:	                             Address:5200 Lankershim Blvd, Suite 280
                                              North Hollywood, California 91601
Tel. No.        --Fax No.        Tel. No. (818) 753-1990 Fax No. (818) 753-7655

NOTICE:  These forms are often modified to meet changing requirements of 
law and industry needs.  Always write or call to make sure you are utilizing the
most current form:  American Industrial Real Estate Association, 
345 S. Figueroa Street, Suite M-1, Los Angeles, Ca 90071. 213-687-6777.  Fax 
No.  (213) 687-8616




ADDENDUM TO THE STANDARD 
INDUSTRIAL/COMMERCIAL
SINGLE TENANT LEASE - GROSS
BY AND BETWEEN
SOLO CUP COMPANY (LESSOR) AND
NETTER DIGITAL ENTERTAINMENT, INC. 
(LESSEE)
DATED NOVEMBER 1996

49.  COMMENCEMENT DATE: Notwithstanding the provisions of paragraph 
1.3 and 3.2 of the Lease, the Commencement Date will occur at such time that 
the space is substantially completed or a Certificate of Occupancy has been 
issued, whichever date is later.  If, through no fault of or delay by the 
Tenant, and provided no delay has occurred from changes ordered by Tenant or by 
labor disputes, fire, unusual delay in deliveries, unavoidable casualties or 
other causes beyond Landlord's control, the space is not substantially completed
and Landlord cannot deliver possession on or before one hundred and twenty (1 
20) days after the date a permit is issued for the construction of the Tenant's 
improvements, the Tenant may, at its option, cancel the Lease by giving notice 
to Landlord as provided in paragraph 3.2 of the Lease.  If possession is not 
delivered by such date and Tenant fails to give notice as provided in Paragraph 
3.2, Tenant shall be deemed to have waived its right to cancel.

50.  EARLY OCCUPANCY: Landlord shall allow Tenant access to the 
Premises fourteen (14)	days prior to the Commencement Date, with no 
obligation to pay rent, for the purpose of installing equipment and furniture, 
so long as such access does not interfere with the completion of tenant 
improvements, and so long as Tenant has insurance in accordance with 
paragraph 8.2 of the Lease, and agrees to be bound by all of the terms of the 
Lease as provided in paragraph 3.2 of the Lease.

51.  RENTAL RATE: Months 1-12       $1.05/Per square foot
                  Months 13-24     $1.10/Per square foot
                  Months 25-36     $1.15/Per square foot
                  Months 37-48     $1.20/Per square foot
                  Months 49-60     $1.25/Per square foot
                  Months 61-72     $1.30/Per square foot
                  Months 73-84     $1.35/Per square foot

Modified Gross (In addition to the amounts above, Tenant to pay for all 
utilities services, janitorial, CAM, trash removal and interior maintenance.)


52.  OPERATING EXPENSES: Tenant shall share in any increase in the actual 
operating costs of the Premises, predicated upon a 1997 base year.  All 
operating expenses shall be based upon the Premises being 100% occupied and 
fully assessed for real estate taxes.  Said increase shall not exceed five 
percent (5%) per annum, excluding increases in real estate taxes and insurance 
due to Tenant's occupancy.  Operating expenses shall include real estate taxes, 
insurance, maintenance, and Landlord's reasonable costs of management.


Proposition 8 tax assessment process is ongoing or is being contemplated.

53.  EVENT OF SALE INCREASE IN TAXES: In the event of the Premises are 
sold, refinanced, or otherwise transferred by Landlord, or there is any other 
real estate reassessment "triggering" event during the lease term or any 
extension thereof that is not attributable to Tenant's occupancy, Landlord shall
be 1 00% responsible for any increase in the real estate taxes over the then-
current base year which is attributable to such sale, refinance or other 
transfer.

54.  ENVIRONMENTAL: Landlord is not aware of any potential or existing 
hazardous substance located on the Premises, other than the stage tile floor and
the existing mastic on the 20 ton HVAC unit.  Section 6.2(c) of the Lease is 
hereby modified to add the following at the end thereof.  Lessor shall 
indemnify, protect, defend and hold Lessee, its agents, shareholders, directors,
officers, and employees harmless from and against any and all damages, 
liabilities, judgments, costs, claims, liens, expenses, penalties, loss of 
permits and attorneys' and consultants'fees arising out of or involving any 
Hazardous Substance brought onto the building by or for Lessor or anyone under 
Lessor's control.  Such indemnity shall be on the same terms and conditions as 
Lessee's obligation to indemnify Lessor under this Section 6.2 (c).

55.  BUILDING SYSTEMS: On the Commencement Date, Landlord shall 
deliver all building mechanical systems including HVAC, plumbing and 
electrical, in good working order (except one 20 ton air conditioning unit).  
During the original seven (7) year lease term and any extensions thereof, the 
Tenant shall be responsible for all expenses (including ongoing maintenance) 
relating to the building mechanical systems as provided in paragraph 7 of the 
Lease which are not capital expenditures (i.e. HVAC units replacement), and 
Landlord shall be one hundred percent (1 00%) responsible for the foundations, 
roof, structural aspects of the building, existing electrical systems and 
existing rough plumbing unless caused by the act or neglect of the Tenant.  In 
the event that an HVAC unit requires replacement during the last 4 years of the 
lease term, the Tenant shall be responsible for its proportionate share of the 
cost of replacement of the HVAC unit as a percentage of the remaining lease term
and assuming the HVAC unit has a useful life of 12.5 years (Tenant shall 
additionally reimburse the Landlord for Tenant's proportionate share of the cost
of replacement of an HVAC unit for five (5) additional years if Tenant exercises
its first option and for the balance of five (5) more years if Tenant exercises 
the second option).  Tenant's proportionate share shall be due and payable at 
the time that they exercise their option.

56.  TENANT IMPROVEMENTS: Landlord, at Landlord's sole cost and 
expense (not to exceed $29.00 per square foot) shall build/modify the Premises 
to suit Tenant according to the attached floor plan which is subject to 
modification.  Referring specifically to the initial buildout, any costs 
associated with modifications required by or under the ADA of 1990, or for 
plans, clean-up, permits, and environmental/seismic upgrades shall be included 
in the Tenant Improvement Allowance (excluding any existing underground tanks, 
and/or existing soil conditions).  In addition, during construction of Tenant's 
improvements, Tenant shall approve of each draw request submitted by 
Landlord's contractor and such approval shall be deemed to be Tenant's approval 
of the construction of the improvements in accordance with the space plan to the
date and extent of such draw request.

57.    INSURANCE: The following should be added to the end of Section 8.1(a):  
Notwithstanding the foregoing, Lessee shall not be responsible for the cost of 
any insurance, including any earthquake insurance, that was not maintained by 
Lessor during calendar year 1997 and/or was not included in the Base Premium.

58.  SUBLEASE: Notwithstanding the provisions of paragraph 12.3 (a) of the 
Lease, if Landlord consents to a sublease of all or a portion of the Premises, 
Tenant shall additionally pay to Landlord monthly, one-half (1/2) of the amount 
of rent received by Tenant in excess of the then rental rate.  For purposes of 
this paragraph, the amount of rent received by Tenant shall be determined by 
deducting from the gross amount of rent payable during the term of any such 
sublease, all normal and customary real estate commissions actually paid by 
Tenant and then dividing this number by the number of months in the sublease 
term.

Notwithstanding anything contained to the contrary in paragraph 12.1 (a), and 
provided Lessee has given prior written notice to Lessor, Lessee may allow 
other parties or entities involved in a joint venture or similar agreement with 
Lessee, i.e. for production, post production or related services to use and 
occupy some portions of the Premises, not to exceed 25% of the total Premises in
the aggregate, without Lessor's consent and provided further that Lessee 
maintains at least a 25% ownership interest in such joint venture or other 
entity.  The parties agree that any such joint venture or other arrangement 
shall not be considered a sublease for purposes under Section 12.1 of the lease 
any such joint venturer or other party shall have no rights or interest in the 
Premises (including but not limited to building, land, and improvements), shall 
not place any locks within the Premises, shall not be given keys to the 
Premises, and shall not be on the premises without Lessee's supervision.  
Further, such joint venturer or other party shall at all times comply with the 
terms of the lease and Lessee shall hold harmless, defend and indemnify Lessor 
from any loss, damage, claim or cause of any kind or nature caused by such joint
venture or other party.

59.  SIGNAGE: Tenant shall have the right to install signage which shall be 
mutually agreed to by Tenant and Landlord and installed and maintained at 
Tenant's expense.  Tenant shall remove all signage at the end of the lease term 
and restore the building to its original condition.  All signage is to be 
installed and maintained according to applicable building code regulations.

60.  PARKING: Tenant shall have the right during the lease term and any 
subsequent renewal term to use all parking (sixty-nine spaces) located at the 
Premises for parking of vehicles by Tenant's employees, agents and normal 
business invitees, and subject to such reasonable rules and regulations as may 
be adopted by Landlord from time to time.

61. OPTIONS TO EXTEND: Tenant shall have the option to extend the lease 
for two (2) additional five (5) year terms.  The rental rate for the term of the
first option shall be at $1.40 per square foot, modified gross, and shall 
increase by $.05 per year.  Landlord shall have the right to increase the 
security deposit to a rate equivalent to the rental rate.  The rental rate for 
the second option shall be at 95% of the then prevailing fair market rate, 
including the then prevailing market rate for yearly increases for comparable 
buildings in North Hollywood, but in no case less than the ending rate of the 
first option, modified gross.

In order to exercise its options as granted herein, Tenant must give written 
notice to Landlord on or before the date which is six (6) months prior to the 
expiration of the then applicable rental term, and must increase the security 
deposit to an amount equal to a minimum of (1) months rent at the new rental 
rate.

62.  HOLDOVER: Notwithstanding the provisions of paragraph 26 of the Lease, 
Tenant shall be allowed the right to holdover for five (5) months after 
expiration of the original seven (7) year lease term at a rate equal to one 
hundred and twenty-five percent (1 25%) of the then rental rate.  After such 
time, if Tenant continues to holdover, the holdover rent shall be 175% of the 
then applicable rental rate.  Tenant shall have no right to holdover at the end 
of any additional term.

63.  CANCELLATION PROVISION: Tenant shall have the right to cancel this 
lease, with written notice to Landlord given on or before the 54th month of the 
original seven (7) year lease term, effective the 60th month of said term.  As a
condition to exercising this right, Tenant shall pay to Landlord a cancellation 
premium equivalent to the then unamortized Tenant Improvements, and the then 
unamortized real estate commissions monies plus one (1) month's rent expended 
by Landlord in connection with this Lease.  For purposes hereof, the tenant 
improvements and the real estate commissions payable in connection herewith 
shall be deemed to be amortized over a seven (7) year period.  The unamortized 
portion shall be determined by multiplying the amount of the commissions and 
tenant improvements by a fraction, the numerator of which is the number of 
months remaining in the initial Lease term upon such termination, and the 
denominator of which is the total number of months during the initial Lease 
term.  Said cancellation premium shall be due upon the date of Tenant's actual 
vacation of the Premises or upon giving notice to Landlord on the 54th month of 
the Lease term, effective the 60th month of said term.  Prior to the 
Commencement Date Lessor shall provide a statement of the costs of the Tenant 
Improvements and real estate commissions incurred.

64.  BUILDING ANTENNA/SATELLITE DISH(ES): Tenant shall have the 
right, at its sole cost and expense, without rental or other charge, to use a 
portion of the roof to install, operate and maintain telecommunications 
antennas, microwave dishes and other communications equipment normal and 
incident to its business operations per any applicable building or other codes.
Tenant shall remove any such equipment at end of term and restore the roof 
and/or building to its original condition.  Tenant shall also be responsible for
any maintenance required or damage resulting to the roof as a result of the 
installation, operation and/or maintenance of such equipment.

65.  MOVE OUT: Tenant shall thoroughly clean the Premises prior to move out.

66.  CONFLICT BETWEEN LEASE AND ADDENDUM: If the terms 
contained herein conflict with the terms of the Lease, the terms of this 
Addendum shall control.

Lessor:                         Lessee:

SOLO CUP                  NETTER ENTERTAINMENT, INC. BV.
By:
Its:                              Its: Chief Operating Officer
Date:                           Date: November 22, 1996