STANDARD OFFICE LEASE - NET
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1. Basic Lease Provisions ("Basic Lease Provisions")

     1.1 Parties: This Lease, dated, for reference purposes only, July 22, 1999,
is made by and between Pacifica Square, LLC, a California Limited Liability
Company, (herein called "Lessor") and 3Dshopping.com, a California Corporation,
doing business under the name of 3Dshopping.com, (herein called "Lessee").

     1.2 Premises: Suite Numbers(s) A, ground floors, consisting of
approximately 25,712 square feet, more or less, as defined in paragraph 2 and as
shown on Exhibit "A" hereto (the "Premises"). The usable square footage of the
Premises shall be measured by Lessor's architect in accordance with BOMA
standards and a certificate of such measurement shall be delivered to Lessee.

     1.3 Building: Commonly described as being located at 308 Washington
Boulevard, in the City of Los Angeles, County of Los Angeles, State of CA, as
more particularly described in Exhibit A hereto, and as defined in paragraph 2.

     1.4 Use: General Office, subject to paragraph 6.

     1.5 Term: seventy-two (72) months commencing August 19, 1999 (Commencement
Date") and ending July 3, 2005, as defined in paragraph 3.

     1.6 Base Rent: $48,852.8 per month, payable on the 1st day of each month,
per paragraph 4.1

     1.7 Base Rent Increase: On February 1, 2002 and August 1, 2004 the monthly
Base Rent payable under paragraph 1.6 above shall be adjusted as provided in
paragraph 50, Rent Adjustment.

     1.8 Rent Paid Upon Execution: $48,852.80 for September 1999 rent (see
addendum, paragraph 52.).

     1.9 Security Deposit: $48,853 Also see paragraph 53 Letter of Credit.

     1.10 Lessee's Share of Operating Expenses: 84.35% as defined in paragraph
4.2.

     1.11 Lessee's Share of Common Area Operating Expenses 14.6% as defined in
paragraph 4.2(b)

2. Premises, Parking and Common Areas.

     2.1 Premises: The Premises are a portion of a building, herein sometimes
referred to as the "Building" identified in paragraph 1.3 of the Basic Lease
Provisions. "Building" shall include adjacent parking structures used in
connection therewith. The Premises, the Building, the Common Areas, the land
upon which the same are located, along with all other buildings and improvements
thereon or thereunder, are herein collectively referred to as the "Office
Building Project." Lessor hereby leases to Lessee and Lessee leases from Lessor
for the term, at the rental, and upon all of the conditions set forth herein,
the real property referred to in the Basic Lease Provisions, paragraph 1.2, as
the "Premises", including rights to the Common Areas as hereinafter specified.

     2.2 Vehicle Parking: So long as Lessee is not in default, and subject to
the rules and regulations attached hereto, and as established by Lessor from
time to time, Lessee shall be entitled to rent and use from month-to-month, in
Lessee's sole discretion 70 parking spaces in the Office Building Project (which
includes all parking surrounding the Building as indicated in Exhibit A) at the
monthly rate applicable from time to time for monthly parking as set by Lessor
and/or its licensee.

          2.2.1 If Lessee commits, permits or allows any of the prohibited
activities described in the Lease or the rules then in effect and previously
provided to Lessee in writing, then Lessor shall have the right, without notice,
in addition to such other rights and remedies that it may have, to remove or tow
away the vehicle involved and charge the cost to Lessee, which accountable cost
shall be immediately payable upon demand by Lessor.

          2.2.2 The monthly parking rate per parking space will be $75 per month
at the commencement of the term of this Lease, and is subject to change upon
thirty (30) days prior written notice to Lessee. Monthly parking fees shall be
payable one month in advance prior to the first day of each calendar month.


     2.3 Common Areas - Definition. The term "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Office Building Project that are provided and designated by the Lessor
from time to time for the general non-exclusive use of Lessor, Lessee and of
other lessees of the Office Building Project and their respective employees,
suppliers, shippers, customers and invitees, including but not limited to common
entrances, lobbies, corridors, stairways and stairwells, public restrooms,
elevators, escalators, parking areas to the extent not otherwise prohibited by
this Lease,

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loading and unloading areas, trash areas, roadways, sidewalks, walkways,
parkways, ramps, driveways, landscaped areas and decorative walls.

     2.4 Common Areas - Rules and Regulations. Lessee agrees to abide by and
conform to the rules and regulations attached hereto as Exhibit B with respect
to the Office Building Project and Common Areas, and to cause its employees,
suppliers, shippers, customers, and invitees to so abide and conform. Lessor or
such other person(s) as Lessor may appoint shall have the exclusive control and
management of the Common Areas and shall have the right, from time to time, to
modify, amend and enforce said rules and regulations and agrees to provide such
modified rules and regulations to Lessee in writing. Although Lessor shall
utilize reasonable commercial efforts to obtain compliance, Lessor shall not be
responsible to Lessee for the non-compliance with said rules and regulations by
other lessees, their agents, employees and invitees of the Office Building
Project.

     2.5 Common Areas - Changes. Lessor shall have the right, in Lessor's sole
discretion, from time to time:

          (a) To make changes to the Building interior and exterior and Common
Areas, including, without limitation, changes in the location, size, shape,
number, and appearance thereof, including but not limited to the lobbies,
windows, stairways, air shafts, elevators, escalators, restrooms, driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, decorative walls, landscaped areas and walkways;
provided, however, Lessor shall at all times provide the parking facilities
required by this Lease and applicable law;

          (b) To close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available;

          (c) To designate other land and improvements outside the boundaries of
the Office Building Project to be a part of the Common Areas, provided that such
other land and improvements have a reasonable and functional relationship to the
Office Building Project;

          (d) To add additional buildings and improvements to the Common Areas;

          (e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Office Building Project, or any
portion thereof;

          (f) To do and perform such other acts and make such other changes in,
to or with respect to the Common Areas and Office Building Project as Lessor
may, in the exercise of sound business judgment deem to be appropriate.

3. Term.

     3.1 Term. The term and Commencement Date of this Lease shall be as
specified in paragraph 1.5 of the Basic Lease Provisions.

     3.2 Delay in Possession. Notwithstanding said Commencement Date, if for any
reason Lessor cannot deliver possession of the Premises to Lessee on said date
and subject to paragraph 3.2.2, 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 be obligated to pay rent or perform any other obligation of
Lessee under the terms of this Lease, except as may be otherwise provided in
this Lease, until possession of the Premises is tendered to Lessee, as
hereinafter defined; provided, however, that if Lessor shall not have delivered
possession of the Premises within thirty (30) days following said Commencement
Date, Lessee may, at Lessee's 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; as to Lessor's obligations, Lessor
shall return any money previously deposited by Lessee; and provided further,
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 hereunder shall terminate
and be of no further force or effect.

          3.2.1 Possession Tendered - Defined. Possession of the Premises shall
be deemed tendered to Lessee ("Tender of Possession") when (1) the improvements
to be provided by Lessor under this Lease are substantially completed, (2) the
Building utilities are ready for use in the Premises, (3) Lessee has reasonable
access to the Premises, and (4) ten (10) days shall have expired following
advance written notice to Lessee of the occurrence of the matters described in
(1), (2) and (3), above of this paragraph 3.2.1.

          3.2.2 Delays Caused by Lessee. There shall be no abatement of rent,
and the thirty (30) day period following the Commencement Date before which
Lessee's right to cancel this Lease accrues under paragraph 3.2, shall be deemed
extended to the extent of any delays caused by acts or omissions of Lessee, its
agents, employees and contractors.

     3.3 Early Possession. If Lessee occupies the Premises prior to said
Commencement Date, such occupancy shall be subject to all provisions of this
Lease, such occupancy shall not change the termination date, and Lessee shall
pay rent for such occupancy.

4. Rent.

     4.1 Base Rent. Subject to adjustment as hereinafter provided in paragraph
4.3, and except as may be otherwise expressly provided in this Lease, Lessee
shall pay to Lessor the Base Rent for the Premises set

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forth in paragraph 1.6 of the Basic Lease Provisions, without offset or
deduction Lessee shall pay Lessor upon execution hereof the advance Base Rent
described in paragraph 1.8 of the Basic Lease Provisions. Rent for any period
during the term hereof which is for less than one month shall be prorated based
upon the actual number of days of the calendar month involved. Rent shall be
payable in lawful money of the United States to Lessor at the address stated
herein or to such other persons or at such other places as Lessor may designate
in writing.

     4.2 Operating Expenses and Common Area Operating Expenses. Lessee shall pay
to Lessor during the term hereof, in addition to the Base Rent, Lessee's Share,
as hereinafter defined, of all Operating Expenses and Common Area Operating
Expenses, as hereinafter defined, during each calendar year of the term of this
Lease, in accordance with the following provisions:

          Operating Expenses (a)

          (a)(i) "Lessee's Share" is defined, for purposes of Operating
Expenses, as set forth in this Lease, as the percentage set forth in paragraph
1.10 of the Basic Lease Provisions. It is understood and agreed that the square
footage figures set forth in the Basic Lease Provisions are approximations which
Lessor and Lessee agree are reasonable and shall not be subject to revision
except in connection with an actual change in the size of the Premises or a
change in the space available for lease in the Office Building Project.

          (a)(ii) "Operating Expenses" is defined, for purposes of this Lease to
include the total costs and expenses for managing, operating and maintaining the
Building including, but not limited to: water and sewer charges; refuse disposal
fees, electricity, gas, premiums for public liability, property damage, fire and
extended coverage casualty and other insurance which Landlord deems reasonably
prudent, or any mortgagee, ground lessor or other encumbrance of the Building,
or any part thereof, requires, with respect to the Building, license, permit and
inspection fees; capital improvements, determined in accordance with generally
accepted accounting principles (and amortized over the useful life thereof with
interest as 10% per annum); charges for gardening and landscape maintenance,
parking lot repairs and maintenance including striping and signing and other
maintenance and repair, whether performed by Landlord or other; wages, salaries
and employee benefits of reasonably necessary personnel engaged in the
management, operation, maintenance or repair of the Building, including payroll
taxes attributable thereto (excluding salaries and benefits of executives or
officers of any corporate successor to Landlord; provided, however, that if
Landlord manages the Building, Landlord may charge to Building Operating Costs a
reasonable management fee not in excess of the fee which would have been charged
by a third party engaged in the business of managing similar properties). In the
event that any operating expenses are billed directly to Lessee for Lessee's pro
rata portion of a Building Operating Expense, the Lessee shall be responsible
for payment of said bill and shall not be responsible for payment of any costs
attributable to this particular expense for the remainder of the Building.

          (a)(iii) Exclusions from Operating Expenses

          1. Lessor's costs of any service provided to lessees or other
occupants for which Lessor is entitled to be reimbursed as an additional charge
or rental over and above the Base Rent payable under the Lease with such lessee
or other occupant;

          2. Any depreciation or amortization on the office building;

          3. The cost of replacing an/or adding improvements of a capital
nature, except the cost of replacing and/or adding improvemetns mandated by any
governmental agency and any repairs or removals necessitated thereby, amortized
over its useful life according to Federal income tax guidelines for depreciation
thereof (including interest on the unamortized balance as is then reasonable in
the reasonable good faith business judgment of Lessor's accountant;

          4. That portion of the costs, in excess of Six Thousand and No/100
Dollars ($6,000.00) more than Lessor's expense for said sum as of commencement
date per calendar year, incurred in conjunction with the investigation and/or
monitoring of hazardous substances (including asbestos);

          5. Overhead and profit increments paid to subsidiaries or affiliates
of Lessor for management or other services provided to the Office Building, or
for supplies or other materials to the extent that the cost of such services,
supplies or materials exceed the cost that would have been paid had the
services, supplies or materials been provided by unaffilitated parties on a
competitive basis;

          6. Interest on debt or amortization payments or increases in interest
or debt on any mortgages or changes in deeds of trust or any other debt for
borrowed money;

          7. Rent or other payments under any ground lease or underlying lease;

          8. Advertising and promotional expenses for the purpose of soliciting
prospective lessees for the Office Building Project;

          9. The cost of repairs and other work occasioned by fire, windstorm or
other casualty to the extent of insurance or condemnation proceeds;

          10. If a charge, fee or cost is imposed for using the parking
facilities, costs incurred in operating the parking facilities of the Office
Building, but only to the extent of revenues;

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          11. Any costs, fines or penalties incurred due to violations by Lessor
of any governmental rule or regulation;

          12. In respect to portions of the Office Building Project, other than
the Premises, the cost of correcting any code violations which were violations
prior to the commencement of the term of this Lease;

          13. Any other expense that under generally accepted accounting
principles or practices would not be considered reasonable expenses.

          14. Any Y2K - related costs & expenses in connection with anything not
on the Premises.

          Common Area Operating Expenses 4.2(b)

          (b)(i) "Lessee's Share" is defined for purposes of Common Area
Operating Expenses, as set forth in this Lease as the percentage set forth in
paragraph 1.11 of the Basic Lease Provisions. It is understood and agreed that
the square footage figures set forth in the Basic Lease Provisions are
approximations which Lessor and Lessee agree are reasonable and shall not be
subject to revision except in connection with an actual change in the size of
the Premises or a change in the space available for lease in the Office Building
Project.

          (b)(ii) The Common Area Operating Costs shall mean all costs and
expenses incurred by Landlord in connection with the maintenance, operation,
replacement, ownership and repair of the common areas of the Office Building
Project, but only to the extent such costs and expenditures are not identifiable
through the operation and maintenance of the Building or any other building
within the Office Building Project. Office Building Project Common Area
Operating Costs shall include, without limitation, all reasonable management and
administrative fees incurred in connection with the operation of the Office
Building Project and for all costs for the repair and maintenance of the
adjacent walks, landscaped areas, common areas, security and the parking
facilities of the Office Building Project. The cost of water, sewer, gas,
electricity, and other publicly mandated services to the Office Building
Project.

          (c) Lessee's Audit Rights. Upon Lessee's written request given not
more than ninety (90) days after Lessee's receipt of a statement for a
particular calendar year, and provided that Lessee is not then in default under
this Lease beyond the applicable cure period provided in this Lease, and that
Lessee has paid all amounts required to be paid under the applicable estimate
statement or statement, as the case may be, then Lessor shall provide Lessee
with such reasonable supporting documentation in connection with said building
expenses as Lessee may reasonably request. Lessor shall provide said information
to Lessee within sixty (60) days after Lessee's written request therefore. The
supporting documentation shall contain sufficient detail to enable Lessee to
verify that the terms of exclusions and inclusion with respect to building
direct expenses, as set forth in this Lease, have been adhered to in computing
the building expenses payable by Lessee. Within fifteen (15) days following
Lessee's receipt of such supporting documentation, Lessee and Lessor shall
concurrently be provided with any audit report prepared for Lessee in connection
with Lessee's review of the building expenses, and Lessee shall advise Lessor in
the event Lessee disputes the building expenses and/or Lessee's share thereof as
set forth in the statement for the applicable calendar year. Thereafter, if
Lessor determines that an error has been made, Lessee's sole remedy shall be for
the parties to make such appropriate payments or reimbursements, as the case may
be, to each other as are determined to be owing, provided that any
reimbursements payable by Lessor to Lessee may, at Lessor's option, instead be
credited against the Base Rent next coming due under this Lease unless the lease
term has expired, in which event Lessor shall promptly refund the appropriate
amount to Lessee. Lessee shall keep any information gained from its review of
Lessor's records confidential and shall not disclose it to any other party
except as required by law. If requested by Lessor, Lessee shall require its
employees or agents reviewing Lessor's records to sign a confidentiality
agreement as a condition of Lessor's providing the statement and the supporting
documentation to Lessee.

          An amount may be  estimated  by Lessor  from time to time of  Lessee's
Share of Common Area Operating Expenses and Building Operating Expenses,  annual
Operating Expenses and the same shall be payable monthly or quarterly, as Lessor
shall designate, during each calendar year of the Lease term, on the same day as
the Base Rent is due hereunder.  In the event that Lessee pays Lessor's estimate
of Lessee's  Share of Operating  Expenses as aforesaid,  Lessor shall deliver to
Lessee  within  sixty (60) days after the  expiration  of each  calendar  year a
reasonably  detailed  statement  showing  Lessee's Share of the actual Operating
Expenses  incurred  during the preceding  year. If Lessee's  payments under this
paragraph  4.2(e) during said preceding  calendar year exceed  Lessee's Share as
indicated  on said  statement,  Lessee shall be entitled to credit the amount of
such overpayment  against Lessee's Share of Operating Expenses next falling due.
If Lessee's  payments under this paragraph  during said preceding  calendar year
were less than Lessee's Share as indicated on said  statement,  Lessee shall pay
to Lessor  the amount of the  deficiency  within  ten (10)  business  days after
delivery by Lessor to Lessee of said statement.

     4.3 Rent Increase.

          4.3.1 At the times set forth in paragraph 1.7 of the Basic Lease
Provisions, the monthly Base Rent payable under paragraph 4.1 of this Lease
shall be adjusted by the increase, if any, in the Consumer Price Index of the
Bureau of Labor Statistics of the Department of Labor for All Urban Consumers,


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(1967=100), "All Items," for the city nearest the location of the Building,
herein referred to as "C.P.I.," since the date of this Lease.

          4.3.2 The monthly Base Rent payable pursuant to paragraph 4.3.1 shall
be calculated as follows: the Base Rent payable for the first month of the term
of this Lease, as set forth in paragraph 4.1 of this Lease, shall be multiplied
by a fraction the numerator of which shall be the C.P.I. of the calendar month
during which the adjustment is to take effect, and the denominator of which
shall be the C.P.I. for the calendar month in which the original Lease term
commences. The sum so calculated shall constitute the new monthly Base Rent
hereunder, but, in no event, shall such new monthly Base Rent be less than the
Base Rent payable for the month immediately preceding the date for the rent
adjustment.

          4.3.3 In the event the compilation and/or publication of the C.P.I.
shall be transferred to any other governmental department or bureau or agency or
shall be discontinued, then the index most nearly the same as the C.P.I. shall
be used to make such calculations. In the event that Lessor and Lessee cannot
agree on such alternative index, then the matter shall be submitted for decision
to the American Arbitration Association in the county in which the Premises are
located, in accordance with the then rules of said association and the decision
of the arbitrators shall be binding upon the parties, notwithstanding one party
failing to appear after due notice of the proceeding. The cost of said
Arbitrators shall be paid equally by Lessor and Lessee.

          4.3.4 Lessee shall continue to pay the rent at the rate previously in
effect until the increase, if any, is determined. Within five (5) days following
the date on which the increase is determined, Lessee shall make such payment to
Lessor as will bring the increased rental current, commencing with the effective
date of such increase through the date of any rental installments then due.
Thereafter the rental shall be paid at the increased rate.

          4.3.5 At such time as the amount of any change in the rental required
by this Lease is known or determined, Lessor and Lessee shall execute an
amendment to this Lease setting forth such change.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the
security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder. If
Lessee fails to pay rent or other charges due hereunder, or otherwise defaults
with respect to any provision of this Lease, Lessor may use, apply or retain all
or any portion of said deposit for the payment of any rent or other charge in
default for the payment of any other sum to which Lessor may become obligated by
reason of Lessee's default, or to compensate Lessor for any loss or damage which
Lessor may suffer and for which Lessor is entitled to recover under this Lease.
If Lessor so uses or applies all or any portion of said deposit, Lessee shall
within ten (10) business days after written demand therefor deposit cash with
Lessor in an amount sufficient to restore said deposit to the full amount then
required of Lessee. If the monthly Base Rent shall, from time to time, increase
during the term of this Lease, Lessee shall, at the time of such increase,
deposit with Lessor additional money as a security deposit so that the total
amount of the security deposit held by Lessor shall at all times bear the same
proportion to the then current Base Rent as the initial security deposit bears
to the initial Base Rent set forth in paragraph 1.6 of the Basic Lease
Provisions. Lessor shall not be required to keep said security deposit separate
from its general accounts. If Lessee performs all of Lessee's obligations
hereunder, said deposit, or so much thereof as has not heretofore been applied
by Lessor, shall be returned, without payment of interest or other increment for
its use, to Lessee (or, at Lessor's option, to the last assignee, if any, of
Lessee's interest hereunder) at the expiration of the term hereof, and after
Lessee has vacated the Premises. No trust relationship is created herein between
Lessor and Lessee with respect to said Security Deposit. Lessee is also
providing Lessor with a Letter of Credit per paragraph 53 of this Lease.

6. Use.

     6.1 Use. The Premises shall be used and occupied only for the purposes set
forth in paragraph 1.4 of the Basic Lease Provisions or any other use which is
reasonably comparable to that use and for no other purpose. The term "reasonably
comparable" shall be deemed to mean a use which does not increase the burden on
the building or the Office Building Project by increasing parking, utility or
security costs, or which causes an increase in the wear and tear.

     6.2 Compliance with Law.

          (a) Lessor warrants to Lessee that the Premises, in the state existing
on the date that the Lease term commences, but without regard to alterations or
improvements made by Lessee or the use for which Lessee will occupy the
Premises, does not violate any covenants or restrictions of record, or any
applicable building code, regulation or ordinance in effect on such Lease term
Commencement Date. In the event it is determined that this warranty has been
violated, then it shall be the obligation of the Lessor, after written notice
from Lessee, to promptly, at Lessor's sole cost and expense, rectify any such
violation.

          (b) Except as provided in paragraph 6.2(a) Lessee shall, at Lessee's
expense, promptly comply with all applicable statutes, ordinances, rules,
regulations, orders, covenants and restrictions of record, and requirements of
any fire insurance underwriters or rating bureaus, now in effect or which may
hereafter come

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into effect, whether or not they reflect a change in policy from that now
existing, during the term or any part of the term hereof, relating in any manner
to the Premises and the occupation and use by Lessee of the Premises. Lessee
shall conduct its business in a lawful manner and shall not use or permit the
use of the Premises or the Common Areas in any manner that will tend to create
waste or a nuisance or shall tend to disturb other occupants of the Office
Building Project.

     6.3 Condition of Premises.

          (a) Lessor shall deliver the Premises to Lessee in a clean condition
on the Lease Commencement Date (unless Lessee is already in possession) and
Lessor warrants to Lessee that the plumbing, lighting, air conditioning, and
heating system in the Premises shall be in good operating condition. In the
event that it is determined that this warranty has been violated, then it shall
be the obligation of Lessor, after receipt of written notice from Lessee setting
forth with specificity the nature of the violation, to promptly, at Lessor's
sole cost, rectify such violation.

          (b) Except as otherwise provided in this Lease, Lessee hereby accepts
the Premises and the Office Building Project in their condition existing as of
the Lease Commencement Date or the date that Lessee takes possession of the
Premises, whichever is earlier, subject to all applicable zoning, municipal,
county and state laws, ordinances and regulations governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto. Lessee acknowledges that it has satisfied itself
by its own independent investigation that the Premises are suitable for its
intended use, and that neither Lessor nor Lessor's agent or agents has made any
representation or warranty as to the present or future suitability of the
Premises, Common Areas, or Office Building Project for the conduct of Lessee's
business.

7. Maintenance, Repairs, Alterations and Common Area Services.

     7.1 Lessor's Obligations. Lessor shall keep the Office Building Project,
limited, however in respect to the Premises, to Premises' foundations and
structure elements of, exterior walls, structural roof, and common areas. Except
as provided in paragraph 9.5, there shall be no abatement of rent or liability
of Lessee on account of any injury or interference with Lessee's business with
respect to any improvements, alterations or repairs made by Lessor to the Office
Building Project or any part thereof. Lessee expressly waives the benefits of
any statute now or hereafter in effect which would otherwise afford Lessee the
right to make repairs at Lessor's expense or to terminate this Lease because of
Lessor's failure to keep the Premises in good order, condition and repair.

     7.2 Lessee's Obligations.

          (a)  Notwithstanding  Lessor's obligation to keep the above referenced
portions  of the  Premises  in  good  condition  and  repair,  Lessee  shall  be
responsible  for payment  and  maintenance  of all other  aspects of the subject
Premises (See addendum paragraph 55.)  Notwithstanding  the above,  Lessor shall
maintain the fire sprinkler and fire alarm systems in the Premises,  the cost of
which shall be directly billed to Lessee by Lessor.

          (b) On the last day of the term hereof, or on any sooner  termination,
Lessee shall surrender the Premises to Lessor in the same condition as received,
ordinary  wear and tear  excepted,  clean  and free of  debris.  Any  damage  or
deterioration  of the Premises shall not be deemed ordinary wear and tear if the
same could have been prevented by good maintenance  practices by Lessee.  Lessee
shall  repair any  damage to the  Premises  occasioned  by the  installation  or
removal of Lessee's  trade  fixtures,  alterations,  furnishings  and equipment.
Except as  otherwise  stated in this  Lease,  Lessee  shall leave the air lines,
power  panels,   electrical   distribution  systems,   lighting  fixtures,   air
conditioning,   window  coverings,  wall  coverings,  carpets,  wall  panelling,
ceilings and plumbing on the Premises and in good operating condition.

     7.3 Alterations and Additions.

          (a) Lessee shall not, without Lessor's prior written consent make any
alterations, improvements, additions, Utility Installations or repairs in, on or
about the Premises or the Office Building Project. As used in this paragraph 7.3
the term "Utility Installation" shall mean carpeting, window and wall coverings,
power panels, electrical distribution systems, lighting fixtures, air
conditioning, plumbing, and telephone and telecommunication wiring and
equipment. At the expiration of the term, Lessor may require the removal of any
or all of said alterations, improvements, additions or Utility Installations,
and the restoration of the Premises and the Office Building Project to their
prior condition, at Lessee's expense. Should Lessor permit Lessee to make its
own alterations, improvements, additions or Utility Installations, Lessee shall
use only such contractor as has been expressly approved by Lessor, and Lessor
may require Lessee to provide Lessor, at Lessee's sole cost and expense in the
event of the estimated cost of such Alteration and/or Addition is in excess of
$20,000, or in the event such Alteration and/or Addition involves a structural
element of the Premises, a lien and completion bond in an amount equal to one
and one-half times the estimated cost of such improvements, to insure Lessor
against any liability for mechanic's and materialmen's liens and to insure
completion of the work. Should Lessee make any alterations, improvements,
additions or Utility Installations without the prior approval of Lessor, or use
a contractor not expressly approved by Lessor, Lessor may, at any time during
the term of this Lease, require that Lessee remove any part or all of the same.

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Notwithstanding the above, Lessee shall be permitted to make such alterations
and utility installations, on, or about the Premises without Lessor's prior
written consent so long as said alterations and installations do not involve the
structural elements of the Premises, are not visible from outside the Premises,
do not involve puncturing, relocating or removing the roof or any bearing walls,
and the cost of which is not estimated to be in excess of Three Thousand and
No/100 Dollars ($3,000.00).

          (b) Any alterations, improvements, additions or Utility Installations
in or about the Premises or the Office Building Project that Lessee shall desire
to make shall be presented to Lessor in written form, with proposed detailed
plans. If Lessor shall give its consent to Lessee's making such alteration,
improvement, addition or Utility Installation, the consent shall be deemed
conditioned upon Lessee acquiring a permit to do so from the applicable
governmental agencies, furnishing a copy thereof to Lessor prior to the
commencement of the work, and compliance by Lessee with all conditions of said
permit in a prompt and expeditious manner.

          (c) Lessee shall pay, when due, all claims for labor or materials
furnished or alleged to have been furnished to or for Lessee at or for use in
the Premises, which claims are or may be secured by any mechanic's or
materialmen's lien against the Premises, the Building or the Office Building
Project, or any interest therein.

          (d) Lessee shall give Lessor not less than ten (10) days' notice prior
to the commencement of any work in the Premises by Lessee, and Lessor shall have
the right to post notices of non-responsibility in or on the Premises or the
Building 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 itself and Lessor against the same and shall pay and satisfy any
such adverse judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises, the Building or the Office Building
Project, upon the condition that if Lessor shall require, Lessee shall furnish
to Lessor a surety bond satisfactory to Lessor in an amount equal to such
contested lien claim or demand indemnifying Lessor against liability for the
same and holding the Premises, the Building and the Office Building Project free
from the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's reasonable outside attorneys' fees and costs in participating in
such action if Lessor shall decide it is to Lessor's best interest so to do.

          (e) All alterations, improvements, additions and Utility Installations
(whether or not such Utility Installations constitute trade fixtures of Lessee),
which may be made to the Premises by Lessee, including but not limited to, floor
coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation, and
lighting and telephone or communication systems, conduit, wiring and outlets,
shall be made and done in a good and workmanlike manner and of good and
sufficient quality and materials and shall be the property of Lessor and remain
upon and be surrendered with the Premises at the expiration of the Lease term,
unless Lessor requires their removal pursuant to paragraph 7.3(a). Provided
Lessee is not in default, notwithstanding the provisions of this paragraph
7.3(e), Lessee's personal property and equipment, other than that which is
affixed to the Premises so that it cannot be removed without material damage to
the Premises or the Building, and other than Utility Installations, shall remain
the property of Lessee and may be removed by Lessee subject to the provisions of
paragraph 7.2.

          (f) Lessee shall provide Lessor with as-built plans and specifications
for any alterations, improvements, additions or Utility Installations.

     7.4 Utility Additions. Lessor reserves the right to install new or
additional utility facilities throughout the Office Building Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including, but not by way of limitation, such utilities as plumbing, electrical
systems, security systems, communication systems, and fire protection and
detection systems, so long as such installations do not unreasonably interfere
with Lessee's use of the Premises.

8. Insurance; Indemnity.

     8.1 Liability Insurance - Lessee. Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease a policy of Comprehensive
General Liability insurance utilizing an Insurance Services Office standard form
with Broad Form General Liability Endorsement (GL0404), or equivalent, in an
amount of not less than $1,000,000 per occurrence of bodily injury and property
damage combined or in a greater amount as reasonably determined by Lessor and
shall insure Lessee with Lessor as an additional insured against liability
arising out of the use, occupancy or maintenance of the Premises. Compliance
with the above requirement shall not, however, limit the liability of Lessee
hereunder.

     8.2 Liability Insurance - Lessor. Lessor shall obtain and keep in force
during the term of this Lease a policy of Combined Single Limit Bodily Injury
and Broad Form Property Damage Insurance, plus coverage against such other risks
Lessor deems advisable from time to time, insuring Lessor, but not Lessee,
against liability arising out of the ownership, use, occupancy or maintenance of
the Office Building Project in an amount not less than $5,000,000.00 per
occurrence.

     8.3 Property Insurance - Lessee. Lessee shall, at Lessee's expense, obtain
and keep in force during the term of this Lease for the benefit of Lessee,
replacement cost fire and extended coverage insurance, with vandalism and
malicious mischief, sprinkler leakage and earthquake sprinkler leakage
endorsements, in an

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amount sufficient to cover not less than 100% of the full replacement cost, as
the same may exist from time to time, of all of Lessee's personal property,
fixtures, equipment and tenant improvements.

     8.4 Property Insurance - Lessor. Lessor shall obtain and keep in force
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Office Building Project improvements, but not Lessee's personal
property, fixtures, equipment or tenant improvements, in the amount of the full
replacement cost thereof, as the same may exist from time to time, utilizing
Insurance Services Office standard form, or equivalent, providing protection
against all perils included within the classification of fire, extended
coverage, vandalism, malicious mischief, plate glass, and such other perils as
Lessor deems advisable or may be required by a lender having a lien on the
Office Building Project. In addition, Lessor shall obtain and keep in force,
during the term of this Lease, a policy of rental value insurance covering a
period of one year, with loss payable to Lessor, which insurance shall also
cover all Operating Expenses for said period. Lessee will not be named in any
such policies carried by Lessor and shall have no right to any proceeds
therefrom. The policies required by these paragraphs 8.2 and 8.4 shall contain
such deductibles as Lessor or the aforesaid lender may determine. In the event
that the Premises shall suffer an insured loss as defined in paragraph 9.1(f)
hereof, the deductible amounts under the applicable insurance policies shall be
deemed an Operating Expense. Lessee shall not do or permit to be done anything
which shall invalidate the insurance policies carried by Lessor. Copies of which
shall be provided to Lessee. Lessee shall pay the entirety of any increase in
the property insurance premium for the Office Building Project over what it was
immediately prior to the commencement of the term of this Lease if the increase
is specified by Lessor's insurance carrier as being caused by the nature of
Lessee's occupancy or any act or omission of Lessee.

     8.5 Insurance Policies. Lessee shall deliver to Lessor copies of liability
insurance policies required under paragraph 8.1 or certificates evidencing the
existence and amounts of such insurance within seven (7) business days after the
Commencement Date of this Lease. No such policy shall be cancellable or subject
to reduction of coverage or other 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 renewals thereof.

     8.6 Waiver of Subrogation. Lessee and Lessor each hereby release and
relieve the other, and waive their entire right of recovery against the other,
for direct or consequential loss or damage arising out of or incident to the
perils covered by property insurance carried by such party, whether due to the
negligence of Lessor or Lessee or their agents, employees, contractors and/or
invitees. If necessary all property insurance policies required under this Lease
shall be endorsed to so provide.

     8.7 Indemnity. Lessee shall indemnify and hold harmless Lessor and its
agents, Lessor's master or ground lessor, partners and lenders, from and against
any and all claims for damage to the person or property of anyone or any entity
arising from Lessee's use of the Office Building Project, or from the conduct of
Lessee's business or from any activity, work or things done, permitted or
suffered by Lessee in or about the Premises or elsewhere and shall further
indemnify and hold harmless Lessor from and against any and all claims, costs
and expenses arising from any breach or default in the performance of any
obligation on Lessee's part to be performed under the terms of this Lease, or
arising from any act or omission of Lessee, or any of Lessee's agents,
contractors, employees or invitees and from and against all reasonably related
costs and expenses, reasonable outside attorney's fees, and liabilities incurred
by Lessor as the result of any such use, conduct, activity, work, things done,
permitted or suffered, breach, default or negligence, and in dealing reasonably
therewith, including but not limited to the defense or pursuit of any claim or
any action or proceeding involved therein; and in case any action or proceeding
be brought against Lessor by reason of any such matter, 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.
Lessee, as a material part of the consideration to Lessor, hereby assumes all
risk of damage to property of Lessee or injury to persons, in, upon or about the
Office Building Project arising from any cause and Lessee hereby waives all
claims in respect thereof against Lessor.

     8.8 Exemption of Lessor from Liability. Except for Lessor's gross
negligence or willful misconduct, Lessee hereby agrees that Lessor shall not be
liable for injury to Lessee's business or any loss of income therefrom or for
loss of or damage to the goods, wares, merchandise or other property of Lessee,
Lessee's employees, invitees, customers, or any other person in or about the
Premises or the Office Building Project, nor shall Lessor be liable for injury
to the person of Lessee, Lessee's employees, agents or contractors, whether such
damage or injury is caused by or results from theft, fire, steam, electricity,
gas, water or rain, or from the breakage, leakage, obstruction or other defects
of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures, or from any other cause, whether said damage or injury results from
conditions arising upon the Premises or upon other portions of the Office
Building Project, or from other sources or places, or from new construction or
the repair, alteration or improvement of any part of the Office Building
Project, or of the equipment, fixtures or appurtenances applicable thereto, and
regardless of whether the cause of such damage or injury or the means of
repairing the same is inaccessible, Lessor shall not be liable for any damages
arising from any act of neglect of any other lessee, occupant or user of the
Office Building Project, and notwithstanding that Lessor shall use reasonable
commercial efforts

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to obtain compliance, nor from the failure of Lessor to enforce the provisions
of any other lease of any other lessee of the Office Building Project.

     8.9 No Representation of Adequate Coverage. Lessor makes no representation
that the limits or forms of coverage of insurance specified in this paragraph 8
are adequate to cover Lessee's property or obligations under this Lease.

9. Damage or Destruction.

     9.1 Definitions.

          (a) "Premises Damage" shall mean if the Premises are damaged or
destroyed to any extent.

          (b) "Premises Building Partial Damage" shall mean if the Building of
which the Premises are a part is damaged or destroyed to the extent that the
cost of repair is less than fifty percent (50%) of the then Replacement Cost of
the Building.

          (c) "Premises Building Total Destruction" shall mean if the Building
of which the Premises are a part is damaged or destroyed to the extent that the
cost of repair if fifty percent (50%) or more of the then Replacement Cost of
the Building.

          (d) "Office Building Project Buildings" shall mean all of the
buildings on the Office Building Project site.

          (e) "Office Building Project Buildings Total Destruction" shall mean
if the Office Building Project Buildings are damaged or destroyed to the extent
that the cost of repair is fifty percent (50%) or more of the then Replacement
Cost of the Office Building Project Buildings.

          (f) "Insured Loss" shall mean damage or destruction which was caused
by an event required to be covered by the insurance described in paragraph 8.
The fact that an Insured Loss has a deductible amount shall not make the loss an
uninsured loss.

          (g) "Replacement Cost" shall mean the amount of money necessary to be
spent in order to repair or rebuild the damaged area to the condition that
existed immediately prior to the damage occurring, excluding all improvements
made by lessees, other than those installed by Lessor at Lessee's expense.

     9.2 Promises Damage; Premises Building Partial Damage.

          (a) Insured Loss: Subject to the provisions of paragraphs 9.4 and 9.5,
if at any time during the term of this Lease there is damage which is an Insured
Loss and which falls into the classification of either Premises Damage or
Premises Building Partial Damage, then Lessor shall, as soon as reasonably
possible and to the extent the required materials and labor are readily
available through usual commercial channels, at Lessor's expense, repair such
damage (but not Lessee's fixtures, equipment or tenant improvements originally
paid for by Lessee) to its condition existing at the time of the damage, and
this Lease shall continue in full force and effect.

          (b) Uninsured  Loss:  Subject to the  provisions of paragraphs 9.4 and
9.5, if at any time during the term of this Lease there is damage which is not
an Insured Loss and which falls within the  classification of Premises Damage or
Premises Building Partial Damage, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense), which
damage prevents  Lessee from making any substantial use of the Premises,  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 shall continue in full
force and effect,  or (ii) give written notice to Lessee within thirty (30) days
after the date of the  occurrence of such damage of Lassoes  intention to cancel
and terminate  this Lease as of the date of the  occurrence  of such damage,  in
which event this Lease shall  terminate as of the date of the occurrence of such
damage.

     9.3 Premises Building Total Destruction; Office Building Project Total
Destruction. Subject to the provisions of paragraphs 9.4 and 9.5, if at any time
during the term of this Lease there is damage, whether or not it is an Insured
Loss, which falls into the classifications of either (i) Premises Building Total
Destruction, or (ii) Office Building Project Total Destruction, then Lessor may
at Lessor's option either (i) repair such damage or destruction as soon as
reasonably possible at Lessor's expense (to the extent the required materials
are readily available through usual commercial channels) to its condition
existing at the time of the damage, but not Lessee's fixtures, equipment or
tenant improvements, and this Lease shall continue in full force and effect, or
(ii) give written notice to Lessee within thirty (30) days after the date of
occurrence of such damage of Lessor's intention to cancel and terminate this
Lease, in which case this Lease shall terminate as of the date of the occurrence
of such damage.

     9.4 Damage Near End of Term.

          (a) Subject to paragraph 9.4(b), if at any time during the last twelve
(12) months of the term of this Lease there is substantial damage to the
Premises, Lessor or Lessee may, at its option cancel and terminate this Lease as
of the date of occurrence of such damage by giving written notice to of its
election to do so within 30 days after the date of occurrence of such damage.
Substantial Damage, for purposes of this paragraph 9.4.a., shall be deemed to be
damage of such an extent as to materially, substantially and adversely affect
both (i) Lessee's profitability and (ii) Lessee's business activities at the
Premises.

          (b) Notwithstanding paragraph 9.4(a), in the event that Lessee has an
option to extend or renew this Lease, and the time within which said option may
be exercised has not yet expired, Lessee shall exercise

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such option, if it is to be exercised at all, no later than twenty (20) days
after the occurrence of an Insured Loss falling within the classification of
Premises Damage during the last twelve (12) months of the term of this Lease. If
Lessee duly exercises such option during said twenty (20) day period, Lessor
shall, at Lessor's expense, repair such damage, but not Lessee's fixtures,
equipment or tenant improvements, as soon as reasonably possible and this Lease
shall continue in full force and effect. If Lessee fails to exercise such option
during said twenty (20) day period, then Lessor may at Lessor's option terminate
and cancel this Lease as of the expiration of said twenty (20) day period by
giving written notice to Lessee of Lessor's election to do so within ten (10)
days after the expiration of said twenty (20) day period, notwithstanding any
term or provision in the grant of option to the contrary.

     9.5 Abatement of Rent; Lessee's Remedies.

          (a) In the event Lessor repairs or restores the Building or Premises
pursuant to the provisions of this paragraph 9, and any part of the Premises are
not usable (including loss of use due to loss of access or essential services),
the rent payable hereunder (including Lessee's Share of Operating Expense) for
the period during which such damage, repair or restoration continues shall be
abated, provided (1) the damage was not the result of the negligence of Lessee,
and (2) such abatement shall only be to the extent the operation and
profitability of Lessee's business as operated from the Premises is adversely
affected. Except for said abatement of rent, if any, Lessee shall have no claim
against Lessor for any damage suffered by reason of any such damage,
destruction, repair or restoration.

          (b) If Lessor shall be obligated to repair or restore the Premises or
the Building under the provisions of this Paragraph 9 and shall not commence
such repair or restoration within ninety (90) days after such occurrence, or if
Lessor shall not complete the restoration and repair within six (6) months after
such occurrence, Lessee may at Lessee's option cancel and terminate this Lease
by giving Lessor written notice of Lessee's election to do so at any time prior
to the commencement or completion, respectively, of such repair or restoration.
In such event this Lease shall terminate as of the date of such notice.

          (c) Lessee agrees to cooperate with Lessor in connection with any such
restoration and repair, including but not limited to the approval and/or
execution of plans and specifications required.

     9.6 Termination - Advance Payments. Upon termination of this Lease pursuant
to this paragraph 9, an equitable adjustment shall be made concerning advance
rent and any advance payments made by Lessee to Lessor. Lessor shall, in
addition, return to Lessee so much of Lessee's security deposit as has not
theretofore been applied by Lessor.

     9.7 Waiver. Lessor and Lessee waive the provisions of any statute which
relate to termination of leases when leased property is destroyed and agree that
such event shall be governed by the terms of this Lease.

10. Real Property Taxes.

     10.1 Payment of Taxes. Lessor shall pay the real property tax, as defined
in paragraph 10.3, applicable to the Office Building Project subject to
reimbursement by Lessee of Lessee's Share of such taxes in accordance with the
provisions of paragraph 4.2, except as otherwise provided in paragraph 10.2.

     10.2 Additional Improvements. Lessee shall not be responsible for paying
any increase in real property tax specified in the tax assessor's records and
work sheets as being caused by additional improvements placed upon the Office
Building Project by other lessees or by Lessor for the exclusive enjoyment of
any other lessee. Lessee shall, however, pay to Lessor at the time that
Operating Expenses are payable under paragraph 4.2(c) the entirety of any
increase in real property tax if assessed solely by reason of additional
improvements placed upon the Premises by Lessee or at Lessee's request.

     10.3 Definition of "Real Property Tax". As used herein, the term "real
property tax" 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 on the Office Building Project or any portion thereof
by any authority having the direct or indirect power to tax, including any city,
county, state or federal government, or any school, agricultural, sanitary,
fire, street, drainage or other improvement district thereof, as against any
legal or equitable interest of Lessor in the Office Building Project or in any
portion thereof, as against Lessor's right to rent or other income therefrom,
and as against Lessor's business of leasing the Office Building Project. The
term "real property tax" shall also include any tax, fee, levy, assessment or
charge (i) in substitution of, partially or totally, any tax, fee, levy,
assessment or charge hereinabove included within the definition of "real
property tax", or (ii) the nature of which was hereinbefore included within the
definition of "real property tax", or (iii) which is imposed for a service or
right not charged prior to June 1, 1978 or, if previously charged, has been
increased since June 1, 1978, or (iv) which is imposed as a result of a change
in ownership, as defined by applicable local statutes for property tax purposes,
of the Office Building Project or which is added to a tax or charge hereinbefore
included within the definition of real property tax by reason of such change of
ownership, or (v) which is imposed by reason of this transaction, any
modifications or changes hereto, or any transfers hereof.

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     10.4 Joint Assessment. If the improvements or property, the taxes for which
are to be paid separately by Lessee under paragraph 10.2 or 10.5 are not
separately assessed, Lessee's portion of that tax shall be equitably determined
by Lessor from the respective valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may be
reasonably available. Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

     10.5 Personal Property Taxes.

          (a) Lessee shall pay prior to delinquency all taxes assessed against
and levied upon trade fixtures, furnishings, equipment and all other personal
property of Lessee contained in the Premises or elsewhere.

          (b) If any of Lessee's said personal property shall be assessed with
Lessor's real property, Lessee shall pay to Lessor the taxes attributable to
Lessee within ten (10) business days after receipt of a written statement
setting forth the taxes applicable to Lessee's property.

11. Utilities.

     11.1 Services Provided by Lessor. Lessor shall provide (the cost of which
shall be paid per paragraph 4.2) (a), heating, ventilation, air conditioning,
and janitorial service as reasonably required, reasonable amounts of electricity
for normal lighting and office machines, water for reasonable and normal
drinking and lavatory use, and replacement light bulbs and/or fluorescent tubes
and ballasts for standard overhead fixtures.

     11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas,
heat, light, power, telephone and other utilities and services specially or
exclusively supplied and/or metered exclusively to the Premises or to Lessee,
together with any taxes thereon. If any such services are not separately metered
to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable proportion to be determined by Lessor of all charges jointly metered
with other premises in the Building.

     11.3 Hours of Service. Said services and utilities shall be provided during
generally accepted business days and hours or such other days or hours as may
hereafter be set forth. Utilities and services required at other times shall be
subject to advance request and reimbursement by Lessee to Lessor of the cost
thereof.

     11.4 Excess Usage by Lessee. Lessee shall not make connection to the
utilities except by or through existing outlets and shall not install or use
machinery or equipment in or about the Premises that uses excess water, lighting
or power, or suffer or permit any act that causes extra burden upon the
utilities or services, including but not limited to security services, over
standard office usage for the Office Building Project. Lessor shall require
Lessee to reimburse Lessor for any excess direct expenses or costs that may
arise out of a breach of this subparagraph by Lessee. Lessor may, in its sole
discretion, install at Lessee's expense supplemental equipment and/or separate
metering applicable to Lessee's excess usage or loading.

     11.5 Interruptions. There shall be no abatement of rent and Lessor shall
not be liable in any respect whatsoever for the inadequacy, stoppage,
interruption or discontinuance of any utility or service due to riot, strike,
labor dispute, breakdown, accident, repair or other cause beyond Lessor's
reasonable control or in cooperation with governmental request or directions.

12. Assignment and Subletting.

     12.1 Lessor's Consent Required. Lessee shall not voluntarily or by
operation of law assign, transfer, mortgage, sublet, or otherwise transfer or
encumber all or any part of Lessee's interest in the Lease or in the Premises,
without Lessor's prior written consent, which Lessor shall not unreasonably
withhold. Lessor shall respond to Lessee's request for consent hereunder in a
timely manner and any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void, and shall constitute a material
default and breach of this Lease without the need for notice to Lessee under
paragraph 13.1. "Transfer" within the meaning of this paragraph 12 shall include
the transfer or transfers aggregating: (a) if Lessee is a corporation, more than
twenty-five percent (25%) of the voting stock of such corporation, or (b) if
Lessee is a partnership, more than twenty-five percent (25%) of the profit and
loss participation in such partnership.

     12.2 Lessee Affiliate. Notwithstanding the provisions of paragraph 12.1
hereof, Lessee may assign or sublet the Premises, or any portion thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is under common control with Lessee, or to any corporation resulting from the
merger or consolidation with Lessee, or to any person or entity which acquires
all the assets of Lessee as a going concern of the business that is being
conducted on the Premises, all of which are referred to as "Lessee Affiliate";
provided that before such assignment shall be effective, (a) said assignee shall
assume, in full, the obligations of Lessee under this Lease, and (b) Lessor
shall be given written notice of such assignment and assumption. Any such
assignment shall not, in any way, affect or limit the liability of Lessee under
the terms of this Lease even if after such assignment or subletting the terms of
this Lease are materially changed or altered without the consent of Lessee, the
consent of whom shall not be necessary.

     12.3 Terms and Conditions Applicable to Assignment and Subletting.

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          (a) Regardless of Lessor's consent, no assignment or subletting shall
release Lessee of Lessee's obligations hereunder or alter the primary liability
of Lessee to pay the rent and other sums due Lessor hereunder including Lessee's
Share of Operating Expenses, and to perform all other obligations to be
performed by Lessee hereunder.

          (b) Lessor may accept rent from any person other than Lessee pending
approval or disapproval of such assignment.

          (c) Neither a delay in the approval or disapproval of such assignment
or subletting, nor the acceptance of rent, shall constitute a waiver or estoppel
of Lessor's right to exercise its remedies for the breach of any of the terms or
conditions of this paragraph 12 or this Lease.

          (d) If Lessee's obligations under this Lease have been guaranteed by
third parties, then an assignment or sublease, and Lessor's consent thereto,
shall not be effective unless said guarantors give their written consent to such
sublease and the terms thereof.

          (e) The consent by 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 said
sublease; provided, however, such persons shall not be responsible to the extent
any such amendment or modification enlarges or increases the obligations of the
Lessee or sublessee under this Lease or such sublease.

          (f) In the event of any default under this Lease, Lessor may proceed
directly against Lessee, any guarantors or anyone else responsible for the
performance of 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.

          (g) Lessor's written consent to any assignment or subletting of the
Premises by Lessee shall not constitute an acknowledgment that no default then
exists under this Lease of the obligations to be performed by Lessee nor shall
such consent be deemed a waiver of any then existing default, except as may be
otherwise stated by Lessor at the time.

          (h) The discovery of the fact that any financial statement relied upon
by Lessor in giving its consent to an assignment or subletting was materially
false shall, at Lessor's election, render Lessor's said consent null and void.

     12.4 Additional Terms and Conditions Applicable to Subletting. Regardless
of Lessor's consent, 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 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 default shall occur in the performance of Lessee's obligations under this
Lease, Lessee may 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 default exists in
the performance of Lessee's obligations under this Lease, to pay to Lessor the
rents due and to become due under the sublease. Lessee agrees that such
sublessee shall have the right to rely upon any such statement and request from
Lessor, and that such sublessee shall pay such rents to Lessor without any
obligation or right to inquire as to whether such default exists and
notwithstanding any notice from or claim from Lessee to the contrary, Lessee
shall have no right or claim against said sublessee or Lessor for any such rents
so paid by said sublessee to Lessor.

          (b) No sublease entered into by Lessee shall be effective unless and
until it has been approved in writing by Lessor. In entering into any sublease,
Lessee shall use only such form of sublease as is satisfactory to Lessor, and
once approved by Lessor, such sublease shall not be changed or modified without
Lessor's prior written consent. Any sublessee shall, by reason of entering into
a sublease under this Lease, be deemed, for the benefit of Lessor, to have
assumed and agreed to conform and comply with each and every obligation herein
to be performed by Lessee other than such obligations as are contrary to or
inconsistent with provisions contained in a sublease to which Lessor has
expressly consented in writing.

          (c) In the event Lessee shall materially default 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 Lessee under such sublease from
the time of the exercise of said option to the termination of such sublease;
provided, however, Lessor shall not be liable for any prepaid rents or security
deposit paid by such sublessee to Lessee or for any other prior defaults of
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          (d) No sublessee shall further assign or sublet all or any part of the
Premises without Lessor's prior written consent.

          (e) With respect to any subletting to which Lessor has consented,
Lessor agrees to deliver a copy of any notice of default by Lessee to the
sublessee. Such sublessee shall have the right to cure a default of Lessee
within three (3) business days after service of said notice of default upon such
sublessee, and the sublessee shall have a right of reimbursement and offset from
and against Lessee for any such defaults cured by the sublessee.

     12.5 Lessor's Expenses. In the event Lessee shall assign or sublet the
Premises or request the consent of Lessor to any assignment or subletting or if
Lessee shall request the consent of Lessor for any act Lessee proposes to do
then Lessee shall pay Lessor's reasonable costs and expenses incurred in
connection therewith, including reasonable outside attorneys', architects',
engineers' or other consultants' fees.

     12.6 Conditions to Consent. Lessor reserves the right to condition any
approval to assign or sublet upon Lessor's determination that (a) the proposed
assignee or sublessee shall conduct a business on the Premises of a quality
substantially equal to that of Lessee and consistent with the general character
of the other occupants of the Office Building Project and not in violation of
any exclusives or rights then held by other tenants, and (b) the proposed
assignee or sublessee be at least as financially responsible as Lessee was
expected to be at the time of the execution of this Lease or of such assignment
or subletting, whichever is greater.

13. Default; Remedies.

     13.1 Default. The occurrence of any one or more of the following events
shall constitute a material default of this Lease by Lessee:

          (a) The vacation or abandonment of the Premises by Lessee. Vacation of
the Premises shall include the failure to occupy the Premises for a continuous
period of sixty (60) days or more, whether or not the rent is paid.

          (b) The breach by Lessee of any of the covenants, conditions or
provisions of paragraphs 7.3(a), (b) or (d) (alterations), 12.1 (assignment or
subletting), 13.1(a) (vacation or abandonment), 13.1(e) (insolvency), 13.1(f)
(false statement), 16(a) (estoppel certificate), 30(b) (subordination), 33
(auctions), or 41.1 (easements), all of which are hereby deemed to be material,
non-curable defaults without the necessity of any notice by Lessor to Lessee
thereof.

          (c) The failure by Lessee to make any payment of rent or any other
payment required to be made by Lessee hereunder, as and when due, where such
failure shall continue for a period of three (3) business days after written
notice thereof from Lessor to Lessee. In the event that Lessor serves Lessee
with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer
statutes such Notice to Pay Rent or Quit shall also constitute the notice
required by this subparagraph.

          (d) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by Lessee
other than those referenced in subparagraphs (b) and (c), above, where such
failure shall continue for a period of thirty (30) days after written notice
thereof from Lessor to Lessee; provided, however, that if the nature of Lessee's
noncompliance is such that more than thirty (30) days are reasonably required
for its cure, then Lessee shall not be deemed to be in default if Lessee
commenced such cure within said thirty (30) day period and thereafter diligently
pursues such cure to completion. To the extent permitted by law, such thirty
(30) day notice shall constitute the sole and exclusive notice required to be
given to Lessee under applicable Unlawful Detainer statutes.

          (e) (i) The making by Lessee of any general arrangement or general
assignment for the benefit of creditors; (ii) Lessee becoming a "debtor" as
defined in 11 U.S.C. ss.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. In the event that any provision of this paragraph 13.1(e) is contrary to
any applicable law, such provision shall be of no force or effect.

          (f) The discovery by Lessor that any financial statement given to
Lessor by Lessee, or its successor in interest or by any guarantor of Lessee's
obligation hereunder, was materially false.

     13.2 Remedies. In the event of any material default or breach of this Lease
by Lessee, Lessor may at any time thereafter, with or without notice or demand
and without limiting Lessor in the exercise of any right or remedy which Lessor
may have by reason of such default:

          (a) Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease and the term hereof shall terminate and
Lessee shall immediately surrender possession of the Premises to Lessor. In such
event Lessor shall be entitled to recover from Lessee all damages incurred by
Lessor by reason of Lessee's default including, but not limited to, the cost of
recovering possession of the Premises; expenses of reletting, including
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outside attorneys' fees, and any real estate commission actually paid; the worth
at the time of award by the court having jurisdiction thereof the amount by
which the unpaid rent for the balance of the term after the time of such award
exceeds the amount of such rental loss for the same period that Lessee proves
could be reasonably avoided; that portion of the leasing commission paid by
Lessor pursuant to paragraph 15 applicable to the unexpired term of this Lease.

          (b) Maintain Lessee's right to possession in which case this Lease
shall continue in effect whether or not Lessee shall have vacated or abandoned
the Premises. In such event Lessor shall be entitled to enforce all of Lessors
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.

          (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.
Unpaid installments of rent and other unpaid monetary obligations of Lessee
under the terms of this Lease shall bear interest from the date due at the
maximum rate then allowable by law.

     13.3 Default by Lessor. Lessor shall not be in default unless Lessor fails
to perform obligations required of Lessor within a reasonable time, but in no
event later than thirty (30) days after written notice by Lessee to Lessor and
to the holder of any first mortgage or deed of trust covering the Premises whose
name and address shall have theretofore been furnished to Lessee in writing,
specifying wherein Lessor has failed to perform such obligation; provided,
however, that if the nature of Lessor's obligation is such that more than thirty
(30) days are required for performance then Lessor shall not be in default if
Lessor commences performance within such 30-day period and thereafter diligently
pursues the same to completion.

     13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee
to Lessor of Base Rent, Lessee's Share of Operating Expenses or 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 on Lessor by the terms of any mortgage or trust
deed covering the Office Building Project. Accordingly, if any installment of
Base Rent, Operating Expenses, or any other sum due from Lessee shall not be
received by Lessor or Lessor's designee within 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 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 with respect to such overdue amount, nor prevent Lessor from exercising
any of the other rights and remedies granted hereunder.

14. Condemnation. If the Premises or any portion thereof or the Office Building
Project 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; provided that if so
much of the Premises or the Office Building Project are taken by such
condemnation as would substantially and adversely affect the operation and
profitability of Lessee's business conducted from the Premises, Lessee shall
have the option, to be exercised only in writing within thirty (30) days after
Lessor shall have given Lessee written notice of such taking (or in the absence
of such notice, within thirty (30) days after the condemning authority shall
have taken possession), to 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 rent and Lessee's
Share of Operating Expenses shall be reduced in the proportion that the floor
area of the Premises taken bears to the total floor area of the Premises. Common
Areas taken shall be excluded from the Common Areas usable by Lessee and no
reduction of rent shall occur with respect thereto or by reason thereof. Lessor
shall have the option in its sole discretion to terminate this Lease as of the
taking of possession by the condemning authority, by giving written notice to
Lessee of such election within thirty (30) days after receipt of notice of a
taking by condemnation of any part of the Premises or the Office Building
Project. Any award for the taking of all or any part of the Premises or the
Office Building Project under the power of eminent domain or any payment made
under threat of the exercise of such power shall be the property 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 separate award for loss of the
damage to Lessee's trade fixtures, removable personal property and unamortized
tenant improvements that have been paid for by Lessee. For that purpose the cost
of such improvements shall be amortized over the original term of this Lease
excluding any options. In the event that this Lease is not terminated by reason
of such condemnation, Lessor shall to the extent of severance damages received
by Lessor in connection with such condemnation, 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 pay any amount in
excess of such severance damages required to complete such repair. In the event
of any condemnation, Lessee shall also be entitled to any compensation
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of goodwill, Lessee's business interruption and any "bonus" market value of
Lessee's leasehold estate. Notwithstanding the immediately preceding sentence,
Lessor shall (i) have no obligation to seek such amounts in any condemnation
proceedings, and, (ii) shall not be liable to Lessee if such amounts are not
awarded.

15. Broker's Fee.

     (a) The brokers involved in this transaction are Leonard & Ohren as
"listing broker" and Grubb & Ellis as "cooperating broker", licensed real estate
broker(s). A "cooperating broker" is defined as any broker other than the
listing broker entitled to a share of any commission arising under this Lease.
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 agreement between Lessor and said broker(s), or
in the event there is no separate agreement between Lessor and said broker(s),
the sum of $N/A, for brokerage services rendered by said broker(s) to Lessor in
this transaction.

     (b) Lessor further agrees that (i) if Lessee exercises any Option, as
defined in paragraph 39.1 of this Lease, which is granted to Lessee under this
Lease, or any subsequently granted option which is substantially similar to an
Option granted to Lessee under this Lease, or (ii) 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 (iii) if Lessee remains in possession of
the Premises after the expiration of the term of this Lease after having failed
to exercise an Option, or (iv) if said broker(s) 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 (v) if the Base
Rent is increased, whether by agreement or operation of an escalation clause
contained herein, then as to any of said transactions or rent increases, Lessor
shall pay said broker(s) a fee in accordance with the schedule of said broker(s)
in effect at the time of execution of this Lease. Said fee shall be paid at the
time of such increased rental is determined.

     (c) Lessor agrees to pay said fee not only on behalf of Lessor but also on
behalf of any person, corporation, association, or other entity having an
ownership interest in said real property or any part thereof, when such fee is
due hereunder. Any 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 listing and cooperating broker
shall be a third party beneficiary of the provisions of this paragraph 15 to the
extent of their interest in any commission arising under this Lease and may
enforce that right directly against Lessor; provided, however, that all brokers
having a right to any part of such total commission shall be a necessary party
to any suit with respect thereto.

     (d) Lessee and Lessor each represent and warrant to the other that neither
has had any dealings with any person, firm, broker or finder (other than the
persons(s), if any, whose names are set forth in paragraph 15(a), above) in
connection with the negotiation of this Lease and/or the consummation of the
transaction contemplated hereby, and no other broker or other person, firm or
entity is entitled to any commission or finder's fee in connection with said
transaction and Lessee and Lessor do each hereby indemnify and hold the other
harmless from and against any costs, expenses, attorneys' fees or 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.

16. Estoppel Certificate.

     (a) Each party (as "responding party") shall at any time upon not less than
ten (10) business days' prior written notice from the other party ("requesting
party") execute, acknowledge and deliver to the requesting party a statement in
writing (i) certifying that this Lease is unmodified and in full force and
effect (or, if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the date to
which the rent and other charges are paid in advance, if any, and (ii)
acknowledging that there are not, to the responding party's knowledge, any
uncured defaults on the part of the requesting party, or specifying such
defaults if any are claimed. Any such statement may be conclusively relied upon
by any prospective purchaser or encumbrancer of the Office Building Project or
of the business of Lessee.

     (b) At the requesting party's option, the failure to deliver such statement
within such time shall be a material default of this Lease by the party who is
to respond, without any further notice to such party, or it shall be conclusive
upon such party that (i) this Lease is in full force and effect, without
modification except as may be represented by the requesting party, (ii) there
are no uncured defaults in the requesting party's performance, and (iii) if
Lessor is the requesting party, not more than one month's rent has been paid in
advance.

     (c) If Lessor desires to finance, refinance, or sell the Office Building
Project, or any part thereof, Lessee hereby agrees to deliver to any lender or
purchaser designated by Lessor such financial statements of Lessee as may be
reasonably required by such lender or purchaser. Such statements shall include
the past three (3) years' financial statements of Lessee. 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.


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17. Lessor's Liability. The term "Lessor" as used herein shall mean only the
owner or owners, at the time in question, of the fee title or a lessee's
interest in a ground lease of the Office Building Project, and except as
expressly provided in paragraph 15, in the event of any transfer of such title
or interest, Lessor herein named (and in case of any subsequent transfers then
the grantor) shall be relieved from and after the date of such transfer of all
liability as respects Lessor's obligations thereafter to be performed, provided
that any funds in the hands of Lessor or the then grantor at the time of such
transfer, in which Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as aforesaid, be binding on Lessor's successors and assigns, only during their
respective periods of ownership.

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. Except as expressly herein provided, any
amount due to Lessor not paid when due shall bear interest at the maximum rate
then allowable by law or judgments from the date due. Payment of such interest
shall not excuse or cure any default by Lessee under this Lease; provided,
however, that interest shall not be payable on late charges incurred by Lessee
nor on any amounts upon which late charges are paid by Lessee.

20. Time of Essence. Time is of the essence with respect to the obligations to
be performed under this Lease.

21. Additional Rent. All monetary obligations of Lessee to Lessor under the
terms of this Lease, including but not limited to Lessee's Share of Operating
Expenses and any other expenses payable by Lessee hereunder shall be deemed to
be rent.

22. Incorporation of Prior Agreements; Amendments. This Lease contains all
agreements of the parties with respect to any matter mention herein. No prior or
contemporaneous agreement or understanding pertaining to any such matter shall
be effective. This Lease may be modified in writing only, signed by the parties
in interest at the time of the modification. Except as otherwise stated in this
Lease, Lessee hereby acknowledges that neither the real estate broker listed in
paragraph 15 hereof nor any cooperating broker on this transaction nor the
Lessor or any employee or agents of any of said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office Building Project and Lessee acknowledges
that Lessee assumes all responsibility regarding the Occupational Safety Health
Act, the legal use and adaptability of the Premises and the compliance thereof
with all applicable laws and regulations in effect during the term of this
Lease.

23. Notices. Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or to Lessor at the address noted below or adjacent to the signature of the
respective parties, as the case may be. Mailed notices shall be deemed given
upon actual receipt at the address required, or forty-eight hours following
deposit in the mail, postage prepaid, provided, if mailed, at least one (1)
business day shall be included in said period, whichever first occurs. Either
party may by 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 notice purposes. 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 notice to Lessee. Notwithstanding the above, and for
courtesy purposes only, without liability each party shall endeavor to transmit
copies of any notices hereunder by faximile to the other party at such faximile
telephone numbers as Such other party may designate from time to time.

24. Waivers. No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision. 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 act by Lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding breach by Lessee of any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless of Lessor's knowledge of such preceding breach at the time of
acceptance of such rent.

25. Recording. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a "short form" memorandum of this
Lease for recording purposes.


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26. Holding Over. If Lessee, with Lessor's consent, remains in possession of the
Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable
shall be one hundred fifty percent (150%) of the rent payable immediately
preceding the termination date of this Lease, and all Options, if any, granted
under the terms of this Lease shall be deemed terminated and be of no further
effect during said month to month tenancy.

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

28. Covenants and Conditions. Each provision of this Lease performable by Lessee
shall be deemed both a covenant and a condition.

29. Binding Effect; Choice of Law. Subject to any provisions hereof restricting
assignment or subletting by Lessee and subject to the provisions of paragraph
17, this Lease shall bind the parties, their personal representatives,
successors and assigns. This Lease shall be governed by the laws of the State
where the Office Building Project is located and any litigation concerning this
Lease between the parties hereto shall be initiated in the county in which the
Office Building Project is located.

30. Subordination.

     (a) This Lease, and any Option or right of first refusal granted hereby, at
Lessor's option, shall be subordinate to any ground lease, mortgage, deed of
trust, or any other hypothecation or security now or hereafter placed upon the
Office Building Project and to any and all advances made on the security thereof
and to all renewals, modifications, consolidations, replacements and extensions
thereof. Notwithstanding such subordination, Lessee's right to quiet possession
of the Premises shall not be disturbed if Lessee is not in default and so long
as Lessee shall pay the rent and observe and perform all of the provisions of
this Lease, unless this Lease is otherwise terminated pursuant to its terms. If
any mortgagee, trustee or ground lessor shall elect to have this Lease and any
Options granted hereby prior to the lien of its mortgage, deed of trust or
ground lease, and shall give written notice thereof to Lessee, this Lease and
such Options shall be deemed prior to such mortgage, deed of trust or ground
lease, whether this Lease or such Options are dated prior or subsequent to the
date of said mortgage, deed of trust or ground lease or the date of recording
thereof.

     (b) Lessee agrees to execute any documents required to effectuate an
attornment, a subordination, or to make this Lease or any Option granted herein
prior to the lien of any mortgage, deed of trust or ground lease, as the case
may be. Lessee's failure to execute such documents within ten (10) business days
after written demand shall constitute a material default by Lessee hereunder
without further notice to Lessee or, at Lessor's option, Lessor shall execute
such documents on behalf of Lessee as Lessee's attorney-in-fact. Lessee does
hereby make, constitute and irrevocably appoint Lessor as Lessee's
attorney-in-fact and in Lessee's name, place and stead, to execute such
documents in accordance with this paragraph 30(b).

31. Attorneys' Fees.

     31.1 If either party or the broker(s) named herein bring an action to
enforce the terms hereof or declare rights hereunder, the prevailing party in
any such action, trial, or appeal thereon, shall be entitled to his reasonable
outside attorneys' fees to be paid by the losing party as fixed by the court in
the same or separate suit, and whether or not such action is pursued to decision
or judgment. The provision of this paragraph shall inure to the benefit of the
broker named herein who seeks to enforce a right hereunder.

     31.2 The attorneys' fee award shall not be computed in accordance with any
court fee schedule, but shall be such as to fully reimburse all outside
attorneys' fees reasonably incurred in good faith.

         31.3 Lessor shall be entitled to reasonable outside attorneys' fees and
all other direct 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.

32. Lessor's Access.

     32.1 Lessor and Lessor's agents shall have the right to enter the Premises
at reasonable times for the purposes of inspecting the same, performing any
services required of Lessor, showing the same to prospective purchasers,
lenders, or lessees, taking such safety measures, erecting such scaffolding or
other necessary structures, making such alterations, repairs, improvements or
additions to the Premises or to the Office Building Project as Lessor may
reasonably deem necessary or desirable and the erecting, using and maintaining
of utilities, services, pipes and conduits through the Premises and/or other
premises as long as there is no material adverse effect to Lessee's use of the
Premises. Lessor may at any time place on or about the Premises or the Building
any ordinary "For Sale" signs and Lessor may at any time during the last 120
days of the term hereof place on or about the Premises any ordinary "For Lease"
signs.


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<PAGE>
     32.2 All activities of Lessor permitted pursuant to this paragraph shall be
without abatement of rent, nor shall Lessor have any liability to Lessee for the
same.

     32.3 Lessor shall have the right to retain keys to the Premises and to
unlock all doors in or upon the Premises other than to files, vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate
means, and any such entry shall not be deemed a forcible or unlawful entry or
detainer of the Premises or an eviction. Lessee waives any charges for damages
or injuries or interference with Lessee's property or business in connection
therewith.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Common Areas
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. The holding of any auction on the Premises or Common Areas in violation
of this paragraph shall constitute a material default of this Lease.

34. Signs. Lessee shall not place any sign upon the Premises or the Office
Building Project without Lessor's prior written consent. Under no circumstances
shall Lessee place a sign on any roof of the Office Building Project.
Notwithstanding the above, Lessee's rights to building signage are set forth in
the exhibit entitled "Lessee's Signage" attached hereto.

35. Merger. The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

36. Consents and Approvals. Except for paragraphs 33 (auctions) and 34 (signs)
hereof, wherever in this Lease the consent or approval of one party is required
to an act of the other party such consent for approval shall not be unreasonably
withheld or delayed.

37. Guarantor. In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing
and performing all of the covenants, conditions and provisions on Lessee's part
to be observed and performed hereunder, Lessee shall have quiet possession of
the Premises for the entire term hereof subject to all of the provisions of this
Lease. The individuals executing this Lease on behalf of Lessor represent and
warrant to Lessee that they are fully authorized and legally capable of
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Office Building Project.

39. Options.

     39.1 Definition. As used in this paragraph the word "Option" has the
following meaning: (1) the right or option 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; (2) the option or 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 space within the Office Building Project or other
property of Lessor or the right of first offer to lease other space within the
Office Building Project or other property of Lessor; (3) the right or option to
purchase the Premises or the Office Building Project, or the right of first
refusal to purchase the Premises or the Office Building Project or the right of
first offer to purchase the Premises or the Office Building Project, or the
right or option 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. Each Option granted to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while occupying the Premises who does so without the intent of thereafter
assigning this Lease or subletting the Premises or any portion thereof, and may
not be exercised or be assigned, voluntarily or involuntarily, by or to any
person or entity other than Lessee; provided, however, that an Option may be
exercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of
this Lease. The Options, if any, herein granted to Lessee are not assignable
separate and apart from this Lease, nor may any Option be separated from this
Lease in any manner, either by reservation or otherwise.

     39.3 Multiple Options. In the event that Lessee has any multiple options to
extend or renew this Lease a later option cannot be exercised unless the prior
option to extend or renew this Lease has been so exercised.


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<PAGE>
     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 time
commencing from the date Lessor gives to Lessee a notice of default pursuant to
paragraph 13.1(c) or 13.1(d) and continuing until the noncompliance alleged in
said notice of default is cured, or (ii) during the period of time commencing on
the day after a monetary obligation to Lessor is due from Lessee and unpaid and
continuing until the obligation is paid, or (iii) in the event that Lessor has
given to Lessee three or more notices of default under paragraph 13.1(c), or
paragraph 13.1(d), whether or not the defaults are cured, during the 12 month
period of time immediately prior to the time that Lessee attempts to exercise
the subject Option, (iv) if Lessee has committed any non-curable breach,
including without limitation those described in paragraph 13.1(b), or is
otherwise in material default of any of the terms, covenants or conditions of
this Lease.

          (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 fails 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) Lessee fails to
commence to cure a default specified in paragraph 13.1(d) within thirty (30)
days after the date that Lessor gives notice to Lessee of such default and/or
Lessee fails thereafter to diligently prosecute said cure to completion, (iii)
Lessor gives to Lessee three or more notices of default under paragraph 13.1(c),
or paragraph 13.1(d), whether or not the defaults are cured, or (iv) if Lessee
has committed any non-curable breach, including without limitation those
described in paragraph 13.1(b), or is otherwise in material default of any of
the terms, covenants and conditions of this Lease.

40. Security Measures - Lessor's Reservations.

     40.1 Lessee hereby acknowledges that Lessor shall have no obligation
whatsoever to provide guard service or other security measures for the benefit
of the Premises or the Office Building Project. Lessee assumes all
responsibility for the protection of Lessee, its agents, and invitees and the
property of Lessee and of Lessee's agents and invitees from acts of third
parties. Nothing herein contained shall prevent Lessor, at Lessor's sole option,
from providing security protection for the Office Building Project or any part
thereof, in which event the cost thereof shall be included within the definition
of Operating Expenses, as set forth in paragraph 4.2(b).

     40.2 Lessor shall have the following rights:

          (a) To change the name, address or title of the Office Building
Project or building in which the Premises are located upon not less than 90 days
prior written notice;

          (b) To, at Lessee's expense, provide and install Building standard
graphics on the door of the Premises and such portions of the Common Areas as
Lessor shall reasonably deem appropriate, stating Lessee's name;

          (c) To permit any lessee the exclusive right to conduct any business
as long as such exclusive does not conflict with any rights expressly given
herein;

          (d) To place such signs, notices or displays as Lessor reasonably
deems necessary or advisable upon the roof, exterior of the buildings or the
Office Building Project or on pole signs in the Common Areas;

     40.3 Lessee shall not:

          (a) Use a representation (photographic or otherwise) of the Building
or the Office Building Project or their name(s) in connection with Lessee's
business without Lessor's consent;

          (b) Suffer or permit anyone, except in emergency, to go upon the roof
of the Building.

41. Easements.

     41.1 Lessor reserves to itself the right, from time to time, to grant such
easements, rights and dedications that Lessor deems necessary or desirable, 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 shall sign any of the
aforementioned documents upon request of Lessor and failure to do so shall
constitute a material default of this Lease by Lessee without the need for
further notice to Lessee.

     41.2 The obstruction of Lessee's view, air, or light by any structure
erected in the vicinity of the Building, whether by Lessor or third parties,
shall in no way affect this Lease or impose any liability upon Lessor.

42. Performance Under Protest. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one party to the other under the provisions
hereof, the party against whom the obligation to pay the money is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment, and there shall survive the right on the part
of said party to institute suit


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<PAGE>
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. In the event Lessor
shall place such disputed sums in an interest bearing account, although Lessor
shall be under no obligation to do so, and thereafter, as a result of a
determination that such sums shall be returned to Lessee, Lessor shall return,
together with such sums, any interest accruing thereon.

43. Authority. If Lessee is a corporation, trust, or general or limited
partnership, Lessee, and each individual executing this Lease on behalf of such
entity, represent and warrant that such individual is duly authorized to execute
and deliver this Lease on behalf of said entity. If Lessee is a corporation,
trust or partnership, Lessee shall, within thirty (30) days after execution of
this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

44. Conflict. Any conflict between the printed provisions, Exhibits or Addenda
of this Lease and the typewritten or handwritten provisions, if any, shall be
controlled by the typewritten or handwritten provisions.

45. No Offer. Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to Lessee to lease.
This Lease shall become binding upon Lessor and Lessee only when fully executed
by both parties.

46. Lender Modification. Lessee agrees to make such reasonable modifications to
this Lease as may be reasonably required by an institutional lender in
connection with the obtaining of normal financing or refinancing of the Office
Building Project.

47. Multiple Parties. If more than one person or entity is named as either
Lessor or Lessee herein, except as otherwise expressly provided herein, the
obligations of the Lessor or Lessee herein shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

48. Work Letter. Intentionally omitted.

49. Attachments. Attached hereto are the following documents which constitute a
part of this Lease:

Exhibit "A" - Floor Plan
Exhibit "B" - Rules and Regulations
Paragraph 50 - Rent Adjustment
Paragraph 51 - Option to Extend Addendum
Paragraphs 52-57
Exhibit "E" - Lessee signage


LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY 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 IT HAS BEEN PREPARED FOR SUBMISSION TO
     YOUR ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE
     BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE
     BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL
     EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE


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<PAGE>

     TRANSACTION RELATING THERETO; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE
     OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
     LEASE.


          LESSOR                                     LESSEE

Pacifica Square, LLC                       3Dshopping.com
------------------------------------       ------------------------------------

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

By ---------------------------------       By LAWRENCE WEISDORN
                                              ----------------------------------

Its Manager, Steven Ohren                  Its Chairman, Lawrence Weisdorn
    --------------------------------           ---------------------------------

By STEVE OHREN                             By
   ---------------------------------           ---------------------------------
Its                                        Its
    --------------------------------           ---------------------------------


Executed at Marina Del Rey, CA 90292       Executed at
            ------------------------                   -------------------------
on                                         on
   ---------------------------------          ----------------------------------
Address 330 Washington Blvd. #300          Address
        ----------------------------                ----------------------------



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<PAGE>
NOTE:  These forms are often modified to meet changing requirements of law and
       needs of the industry. Always write or call to make sure you are
       utilizing the most current form: AMERICAN INDSUTRIAL REAL ESTATE
       ASSOCIATION, 700 South Flower Street, Suite 600, Los Angeles, CA 90017.
       (213) 687-8777.

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<PAGE>
                              STANDARD OFFICE LEASE
                                   FLOOR PLAN




                        SEE ATTACHED PLAN FOR EXHIBIT "A"



                                    EXHIBIT A

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<PAGE>
                               [diagram goes here]

<PAGE>
                            RULES AND REGULATIONS FOR
                              STANDARD OFFICE LEASE


Dated:   July 22, 1999
         -----------------------------------
By and Between Pacifica Square, LLC and 3Dshopping.com
               -----------------------------------------------------------------

                                  GENERAL RULES

     1. Lessee shall not suffer or permit the obstruction of any Common Areas,
including driveways, walkways and stairways.

     2. Lessor reserves the right to refuse access to any persons Lessor in good
faith judges to be a threat to the safety, reputation, or property of the Office
Building Project and its occupants.

     3. Lessee shall not make or permit any noise or odors that annoy or
interfere with other lessees or persons having business within the Office
Building Project.

     4. Lessee shall not keep animals or birds within the Office Building
Project, and shall not bring bicycles, motorcycles or other vehicles into areas
not designated as authorized for same.

     5. Lessee shall not make, suffer or permit litter except in appropriate
receptacles for that purpose.

     6. Lessee shall not alter any lock or install new or additional locks or
bolts.

     7. Lessee shall be responsible for the inappropriate use of any toilet
rooms, plumbing or other utilities. No foreign substances of any kind are to be
inserted therein.

         8. Lessee shall not deface the walls, partitions or other surfaces of
the Premises or Office Building Project.

     9. Lessee shall not suffer or permit anything in or around the Premises or
Building that causes excessive vibration or floor loading in any part of the
Office Building Project.

     10. Furniture, significant freight and equipment shall be moved into or out
of the building only with the Lessor's knowledge and consent, and subject to
such reasonable limitations, techniques and timing, as may be designated by
Lessor. Lessee shall be responsible for any damage to the Office Building
Project arising from any such activity.

     11. Lessee shall not employ any service or contractor for services or work
to be performed in the Building, except as approved by Lessor.

     12. Lessor reserves the right to close and lock the Building on Saturdays,
Sundays and legal holidays, and on other days between the hours of 8:00 P.M. and
6:00 A.M. of the following day. If Lessee uses the Premises during such periods,
Lessee shall be responsible for securely locking any doors it may have opened
for entry.

     13. Lessee shall return all keys at the termination of its tenancy and
shall be responsible for the cost of replacing any keys that are lost.

     14. No window coverings, shades or awnings shall be installed or used by
Lessee.

     15. No Lessee, employee or invitee shall go upon the roof of the Building.

     16. Lessee shall not suffer or permit smoking or carrying of lighted cigars
or cigarettes in areas reasonably designated by Lessor or by applicable
governmental agencies as non-smoking areas.

     17. Lessee shall not use any method of heating or air conditioning other
than as provided by Lessor.

     18. Lessee shall not install, maintain or operate any vending machines upon
the Premises without Lessor's written consent.

     19. The Premises shall not be used for lodging or manufacturing, cooking or
food preparation. Notwithstanding the above, Lessee shall be entitled to provide
employee, shareholder, customer or prospective customer lunches, dinners or
bar-b-ques, provided however, that, in respect to all such activities, Lessee
shall provide adequate security and off-site parking, and shall not interfere
with the rights of any other tenants of the Office Building Project.

     20. Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental agency.

     21. Lessor reserves the right to waive any one of these rules or
regulations, and/or as to any particular Lessee, and any such waiver shall not
constitute a waiver of any other rule or regulation or any subsequent
application thereof to such Lessee.

     22. Lessee assumes all risks from theft or vandalism and agrees to keep its
Premises locked as may be required.

     23. Lessor reserves the right to make such other reasonable rules and
regulations as it may from time to time deem necessary for the appropriate
operation and safety of the Office Building Project and its occupants, which
Lessor shall provide to Lessee in writing. Lessee agrees to abide by these and
such rules and regulations.

                                    EXHIBIT B

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<PAGE>
                                  PARKING RULES

     1. Parking areas shall be used only for parking by vehicles no longer than
full size, passenger automobiles herein called "Permitted Size Vehicles."
Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."

     2. Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee's employees, suppliers, shippers, customers, or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Lessor for such activities.

     3. Parking stickers or identification devices shall be the property of
Lessor and be returned to Lessor by the holder thereof upon termination of the
holder's parking privileges. Lessee will pay such replacement charge as is
reasonably established by Lessor for the loss of such devices.

     4. Lessor reserves the right to refuse the sale of monthly identification
devices to any person or entity that willfully refuses to comply with the
applicable rules, regulations, laws and/or agreements.

     5. Lessor reserves the right to relocate all or a part of parking spaces
from floor to floor, within one floor, and/or to reasonably adjacent offsite
location(s), and to reasonably allocate them between compact and standard size
spaces, as long as the same complies with applicable laws, ordinances and
regulations.

     6. Users of the parking area will obey all posted signs and park only in
the areas designated for vehicle parking.

     7. Unless otherwise instructed, every person using the parking area is
required to park and lock his own vehicle. Lessor will not be responsible for
any damage to vehicles, injury to persons or loss of property, all of which
risks are assumed by the party using the parking area.

     8. Validation, if established, will be permissible only by such method or
methods as Lessor and/or its licensee may establish at rates generally
applicable to visitor parking.

     9. The maintenance, washing, waxing or cleaning of vehicles in the parking
structure or Common Areas is prohibited.

     10. Lessee shall be responsible for seeing that all of its employees,
agents and invitees comply with the applicable parking rules, regulations, laws
and agreements.

     11. Lessor reserves the right to modify these rules and/or adopt such other
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area which Lessor shall provide to
Lessee in writing.

     12. Such parking use as is herein provided is intended merely as a license
only and no bailment is intended or shall be created hereby.


                                    EXHIBIT B

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<PAGE>
                               RENT ADJUSTMENT(S)
                             STANDARD LEASE ADDENDUM

          Dated July 22, 1999
                ----------------------------------------------------------------

               By and Between (Lessor) Pacifica Square, LLC
                                       -----------------------------------------

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

                              (Lessee) 3Dshopping.com
                                       -----------------------------------------

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

               Address of Premises: 308 Washington Blvd.
                                    --------------------------------------------

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


Paragraph 50
          --

A. RENT ADJUSTMENTS:

     The monthly rent for each month of the adjustment period(s) specified below
shall be increased using the method(s) indicated below:

(Check Method(s) to be Used and Fill in Appropriately)

|X|  III.  Fixed Rental Adjustment(s) (FRA)

The Base Rent shall be increased to the following amounts on the dates set forth
below:

      On (Fill in FRA Adjustment Date(s)):    The New Base Rent shall be:

      February 1, 2002                        $53,480.96
      ------------------------------------    ----------------------------------
      August 1, 2004                          $55,023.68
      ------------------------------------    ----------------------------------

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

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

B.    NOTICE:

     Unless specified otherwise herein, notice of any such adjustments, other
than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the
Lease.

C. BROKER'S FEE:

     The Brokers specified in paragraph 1.10 shall be paid a Brokerage Fee for
each adjustment specified above in accordance with paragraph 15 of the Lease.



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           ______                                                           ----
                                RENT ADJUSTMENTS                            S.O.
                                   Page 1 of 1                              ----

     For this form, write: American Industrial Real Estate Association, 700 S.
Flower Street, Suite 600, Los Angeles, Calif. 90017 (C)1997 - American
Industrial Real Estate Association

                                     REVISED

<PAGE>
                               OPTION(S) TO EXTEND
                             STANDARD LEASE ADDENDUM

          Dated July 22, 1999
                ----------------------------------------------------------------

               By and Between (Lessor) Pacifica Square, LLC
                                       -----------------------------------------

                              (Lessee  3Dshopping.com
                                       -----------------------------------------

               Address of Premises: 308 Washington Blvd., Marina Del Rey, CA
                                    --------------------------------------------
                                    --------------------------------------------

Paragraph 51
          --

A. OPTION(S) TO EXTEND:

Lessor hereby grants to Lessee the option to extend the term of this Lease for
one (1) additional sixty (60) month period(s) commencing when the prior term
expires upon each and all of the following terms and conditions:

     (i) In order to exercise an option to extend, Lessee must give written
notice of such election to Lessor and Lessor must receive the same at least 9
but not more than 6 months prior to the date that the option period would
commence, time being of the essence. If proper notification of the exercise of
an option is not given and/or received, such option shall automatically expire.
Options (if there are more than one) may only be exercised consecutively.

     (ii) The provisions of paragraph 39, including those relating to Lessee's
Default set forth in paragraph 39.4 of this Lease, are conditions of this
Option.

     (iii) Except for the provisions of this Lease granting an option or options
to extend the term, all of the terms and conditions of this Lease except where
specifically modified by this option shall apply.

     (iv) This Option is personal to the original Lessee, and cannot be assigned
or exercised by anyone other than said original Lessee and only while the
original Lessee is in full possession of the Premises and without the intention
of thereafter assigning or subletting.

     (v) The monthly rent for each month of the option period shall be
calculated as follows, using the method(s) indicated below:

(Check Method(s) to be Used and Fill in Appropriately)

| | I.  Cost of Living Adjustment(s) (COLA)
    a.  On (Fill in COLA Dates):  February 1, 2008
                                  ----------------------------------------------
--------------------------------------------------------------------------------
the Base Rent shall be adjusted by the change, if any, from the Base Month
specified below, in the Consumer Price Index of the Bureau of Labor Statistics
of the U.S. Department of Labor for (select one): |_| CPI W (Urban Wage Earners
and Clerical Workers) or |X| CPI U (All Urban Consumers), for (Fill in Urban
Area):

--------------------------------------------------------------------------------
All Items (1982-1984 = 100), herein referred to as "CPI".

      b. The monthly rent payable in accordance with paragraph A.I.a of this
Addendum shall be calculated as follows: the Base Rent set forth in paragraph
1.5 of the attached Lease, shall be multiplied by a fraction the numerator of
which shall be the CPI of the calendar month two months prior to the month(s)
specified in paragraph A.I.a. above during which the adjustment is to take
effect, and the denominator of which shall be the CPI of the calendar month
which is two months prior to (select one): |_| the first month of the term of
this Lease as set forth in paragraph 1.3 ("Base Month") or |X| (Fill in Other
"Base Month"): The first month of the option to extend . The sum so calculated
shall constitute the new monthly rent hereunder, but in no event,

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                                     REVISED

<PAGE>
shall any such new monthly rent be less than the rent payable for the month
immediately preceding the rent adjustment.

     c. In the event the compilation and/or publication of the CPI shall be
transferred to any other governmental department or bureau or agency or shall be
discontinued, then the index most nearly the same as the CPI shall be used to
make such calculation. In the event that the Parties cannot agree on such
alternative index, then the matter shall be submitted for decision to the
American Arbitration Association in accordance with the then rules of said
Association and the decision of the arbitrators shall be binding upon the
parties. The cost of said Arbitration shall be paid equally by the Parties.

| | II.  Market Rental Value Adjustment(s) (MRV)
    a.   On (Fill in MRV Adjustment Date(s))August 1, 2005
                                            ------------------------------------
--------------------------------------------------------------------------------
the Base Rent shall be adjusted to 97% of the "Market Rental Value" of the
property as follows:

     1) Four months prior to each Market Rental Value Adjustment Date described
above, the Parties shall attempt to agree upon what the new MRV will be on the
adjustment date. If agreement cannot be reached, within thirty days, then:

          (a) Lessor and Lessee shall immediately appoint a mutually acceptable
appraiser or broker to establish the new MRV within the next thirty days. Any
associated costs will be split equally between the Parties, or

          (b) Both Lessor and Lessee shall each immediately make a reasonable
determination of the MRV and submit such determination, in writing, to
arbitration in accordance with the following provisions:

               (i) Within fifteen days thereafter, Lessor and Lessee shall each
select an |_| appraiser or |X| broker ("Consultant" - check one) of their choice
to act as an arbitrator. The two arbitrators so appointed shall immediately
select a third mutually acceptable Consultant to act as a third arbitrator.

               (ii) The three arbitrators shall within thirty days of the
appointment of the third arbitrator reach a decision as to what the actual MRV
for the Premises is, and whether Lessor's or Lessee's submitted MRV is the
closest thereto. The decision of a majority of the arbitrators shall be binding
on the Parties. The submitted MRV which is determined to be the closest to the
actual MRV shall thereafter be used by the Parties.

               (iii) If either of the Parties fails to appoint an arbitrator
within the specified fifteen days, the arbitrator timely appointed by one of
them shall reach a decision on his or her own, and said decision shall be
binding on the Parties.

               (iv) The entire cost of such arbitration shall be paid by the
party whose submitted MRV is not selected, ie. the one that is NOT the closest
to the actual MRV.

     2) Notwithstanding the foregoing, the new MRV shall not be less than the
rent payable for the month immediately preceding the rent adjustment.

   b. Upon the establishment of each New Market Rental Value:

     1) the new MRV will become the new "Base Rent" for the purpose of
calculating any further Adjustments, and

     2) the first month of each Market Rental Value term shall become the new
"Base Month" for the purpose of calculating any further Adjustments.


On (Fill in FRA Adjustment Date(s)):                 The New Base Rent shall be:

B. NOTICE:

     Unless specified otherwise herein, notice of any rental adjustments, other
than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the
Lease.

C. BROKER'S FEE:

     The Brokers specified in paragraph 1.10 shall be paid a Brokerage Fee for
each adjustment specified above in accordance with paragraph 15 of the Lease.

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                                     REVISED

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ADDENDUM TO STANDARD OFFICE LEASE-GROSS DATED JULY 22, 1999, BY AND BETWEEN
PACIFICA SQUARE, LLC, LESSOR, AND 3Dshopping.com, LESSEE FOR THE PREMISES
LOCATED AT 308 WASHINGTON BLVD. #508, MARINA DEL REY, CA 90292.

52. RENTAL ABATEMENT: Provided that Lessee is not otherwise in material default
under this Lease, Lessee's obligation for the payment of Base Rent for the first
(1st) month of the Term shall be abated.

53. LETTER OF CREDIT:

     53.1 DELIVERY OF LETTER OF CREDIT: In addition to the deposit of a security
deposit with Lessor, Lessee shall, on execution of this Lease, and prior to
Lessee's occupancy of the Premises, deliver to Lessor and cause to be in effect
during the Lease Term (except as otherwise provided in this Article) an
unconditional, irrevocable letter of credit ("L-C") in the amount of Four
Hundred Forty One Thousand Six Hundred Seventy One and No/100 Dollars
($441,671.00) during the first (1st) year of the Term; Four Hundred Eight
Thousand Seven Hundred Seventy and No/100 Dollars ($408,770.00) during the
second (2nd) year of the Term; Three Hundred Seventy Five Thousand Eight Hundred
Sixty Nine and No/100 Dollars ($375,869.00) during the third (3rd) year of the
Term; Three Hundred Forty Two Thousand Nine Hundred Sixty Eight and No/100
Dollars ($342,968.00) during the fourth (4th) year of the Term; Three Hundred
Ten Thousand Sixty Seven and No/100 Dollars ($310,067.00) during the fifth (5th)
year of the Term; and Two Hundred Seventy Seven Thousand One Hundred Sixty Six
and No/100 Dollars ($277,166.00) during the sixth (6th) and any subsequent years
of the Term as it may be extended. The L-C shall be substantially in the form
attached to this Lease as Exhibit "A," issued by an L-C Bank selected by Lessee,
and the L-C Bank and form of L-C shall be acceptable to Lessor. An L-C Bank is a
bank that accepts deposits, maintains accounts, has a Los Angeles office that
will negotiate a letter of credit, and the deposits of which are insured by the
Federal Deposit Insurance Corporation. Lessee shall pay all expenses, points, or
fees incurred by Lessee in obtaining the L-C.

               53.1.1 Replacement of Letter of Credit. Lessee may, from time to
time, replace any existing L-C with a new L-C if the new L-C:

                    (a) Becomes effective at least thirty (30) days before
                    expiration of the L-C that it replaces;

                    (b) Is the required L-C amount;

                    (c) Is issued by an L-C Bank reasonably acceptable to
                    Lessor; and

                    (d) Otherwise complies with the requirements of this
                    Article.

               53.1.2 Lessee's Failure to Renew or Replace Letter of Credit. If
Lessee fails to renew or replace the L-C at least thirty (30) days before its
expiration, Lessor may, without prejudice to any other remedy it has, draw on
all of the L-C.

               53.1.3 Lessor's Right to Draw on Letter of Credit. Lessor shall
hold the L-C as security for the performance of Lessee's obligations under this
Lease. If, after notice and failure to cure within the applicable period stated
in this Article, or under the Lease, Lessee materially defaults on any provision
of this Lease, Lessor may, without prejudice to any other remedy it has, draw on
that portion of the L-C necessary to:

                    (a) Pay any Rent or other sum in default;

                    (b) Pay or reimburse Lessor for any amount that Lessor may
                    spend or become obligated to spend in exercising Lessor's
                    rights under the Lease; or

                    (c) Compensate Lessor for any expense, loss, or damage that
                    Lessor may suffer because of Lessee's default.

               53.1.4 L-C Security Deposit. Any amount of the L-C that is drawn
on by Lessor but not applied by Lessor shall be held by Lessor as a security
deposit ("L-C Security Deposit"),

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     53.2. Lessor's Transfer of L-C on Transfer of Real Property. If Lessor
transfers or mortgages its interest in the Premises, Lessor shall transfer or
assign the L-C or the L-C Security Deposit to Lessor's mortgagee or transferee
and thereupon be relieved of further responsibility with respect to the L-C or
the L-C Security Deposit as long as the transferee agrees in writing to hold the
L-C or L-C Security Deposit under the provisions of this section 53.2. If Lessor
fails to transfer or assign the L-C, Lessee shall not be required to replace the
L-C until expiration of the L-C. If Lessor draws on the L-C after a transfer or
an assignment, the mortgagee or transferee shall pay to Lessee within fifteen
(15) days from the date of the draw the amount of the L-C. If the mortgagee or
transferee fails to pay Lessee the amount of the L-C within that period, Lessee
may deduct from Rent payable by Lessee under this Lease the amount of the L-C
Security Deposit.

     53.3. Assignment or Encumbrance of Letter of Credit. Lessee may not assign,
mortgage, or encumber the L-C or the L-C Security Deposit without the consent of
the Lessor.

     53.4. Restoration of Letter of Credit and L-C Security Deposit. If Lessor
draws on any portion of the L-C, Lessee shall, within five (5) business days
after demand by Lessor, either (a) deposit cash with Lessor in an amount that,
when added to the amount remaining under the L-C and the amount of any L-C
Security Deposit, shall equal the L-C Amount then required under this Article.

          If Lessor applied any portion of the L-C Security Deposit, Lessee
shall, within five (5) business days after demand by Lessor, deposit cash with
Lessor in an amount sufficient to restore the L-C Security Deposit to the amount
then required under this section 53.4.

     53.5. Interest on L-C and L-C Security Deposit. In the event Lessor shall
place such sums in an interest bearing account, although Lessor shall be under
no obligation to do so, and thereafter, as a result of a determination that such
sums shall be returned to Lessee, Lessor shall return, together with such sums,
any interest accruing thereon.

     53.6. Reduction in L-C Balance. Notwithstanding any other term in this
Section 53, in the event Lessee's net current assets, as determined by generally
accepted accounting practices and submitted to lessor with certification of such
matter by Lessee's certified public accountants;

          (a) exceed Five Million Five Hundred Thousand and No/100 Dollars
($5,500,000.00), on the first (1st) anniversary of the Lease, Lessee shall be
entitled to reduce the L-C amount then required to be maintained pursuant to
this Section 53, by the sum of Forty Thousand Seven Hundred Eleven and No/100
Dollars ($40,711.00);

          (b) exceed Six Million and No/100 ($6,000,000.00), on the second (2nd)
anniversary of the Lease, Lessee shall be entitled to reduce the L-C amount then
required to be maintained pursuant to this Section 53, by the sum of Forty
Thousand Seven Hundred Eleven and No/100 Dollars ($40,711.00).

          (c) exceed Six Million Five Hundred Thousand and No/100
($6,500,000.00), on the third (3rd) anniversary of the Lease, Lessee shall be
entitled to reduce the L-C amount then required to be maintained pursuant to
this Section 53, by the sum of Forty Thousand Seven Hundred Eleven and No/100
Dollars ($40,711.00).

          (d) exceed Seven Million and No/100 ($7,000,000.00), on the fourth
(4th) anniversary of the Lease, Lessee shall be entitled to reduce the L-C
amount then required to be maintained pursuant to this Section 53, by the sum of
Forty Thousand Seven Hundred Eleven and No/100 Dollars ($40,711.00).

          (e) exceed Seven Million Five Hundred Thousand and No/100
($7,500,000.00), on the fifth (5th) anniversary of the Lease, Lessee shall be
entitled to reduce the L-C amount then required to be maintained pursuant to
this Section 53, by the sum of Forty Thousand Seven Hundred Eleven and No/100
Dollars ($40,711.00).

54. INDEMNIFICATION: This Lease has been prepared by Leonard & Ohren, a
California Corporation, at the request of Lessor and Lessee who are herein
referred to as "the Parties" without regard to number or gender. The Parties
have been advised to have this document reviewed by their own independent
counsel, and confirm that in signing this document, they have not relied on any
acts or conduct of Leonard & Ohren, and its agents, with regard to the
interpretation or meaning of this document. The Parties jointly and severally
waive any and all claims, actions, demands, and loss against Leonard & Ohren,
its agents, employees, and each of them, that a party may incur by reason of any
act, error, or omission in the preparation of this document and in its
interpretation and meaning, whether or not the interpretation or meaning is the
result of compromise and settlement among Parties, or the result of
determination by a court

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<PAGE>
or arbitration panel of competent jurisdiction. The preceding waiver provisions
have been negotiated by and between the Parties on the one part, and Leonard &
Ohren on the other part.

55. MAINTENANCE; REPAIRS, UTILITY INSTALLATIONS; TRADE FIXTURES AND ALTERATIONS.
LESSEE'S OBLIGATIONS: (a) In General. Subject to the provisions of Paragraph 6.3
(Condition), 6.2 (Compliance), 7.1 (Lessor's Obligations), 9. (Damage or
Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense,
keep the Premises, Utility Installations, and Alterations in good order,
condition and repair (whether or not the portion of the Premises requiring
repairs, or the means of repairing the same, are reasonably or readily
accessible to Lessee, and whether or not the need for such repairs occurs as a
result of Lessee's use, any prior use, the elements or the age of such portion
of the Premises), including, but not limited to, all equipment or facilities
such as plumbing, heating, ventilating, air-conditioning, electrical, lighting
facilities, boilers, pressure vessels, fire protection system, fixtures, walls
(interior and exterior), ceilings, roofs, floors, windows, doors, plate glass,
skylights, and signs. Lessee, in keeping the Premises in good order, condition,
and repair, shall exercise and perform good maintenance practices, specifically
including the procurement and maintenance of the service contracts required by
55. (b) below. Lessee's obligations shall include restorations, replacements,
renewals when necessary to keep the Premises and all improvements thereon or a
part thereof in good order, condition and state of repair. Lessee shall during
the term of this Lease, keep the exterior appearance of the Building in a
first-class condition consistent with the exterior appearance of the office
Building project, including, when necessary, the exterior repainting of the
Building. Notwithstanding the above, Lessor will cooperate with Lessee to
provide such access, if the provision of such access is within Lessor's control,
and further provided that it shall be at no cost to Lessor.

(b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and
maintain contracts, with copies to Lessor, in customary form and substance for,
and with contractors specializing and experienced in the maintenance of the
following equipment and improvements, if any, if and when installed on the
Premises: (I) HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire
extinguishing systems, including fire alarm and/or smoke detection, (iv) roof
covering and drains, (v) basic utility feed to the perimeter of the Building,
and (vi) any other equipment if reasonably required by Lessor.

(c) Replacement. Subject to Lessee's indemnification of Lessor as set forth in
Paragraph 8.7 and without relieving Lessee of liability resulting from Lessee's
failure to exercise and perform good maintenance practices, if the Basic
Elements described in Paragraph 55 (b) cannot be repaired other than at a cost
which is in excess of 50% of the cost of replacing such Basic Elements, then
such Basic Elements shall be replaced by Lessor, and the cost thereof shall be
prorated between the Parties and Lessee shall only be obligated to pay, each
month during the remainder of the term of this Lease, on the date on which Base
Rent is due, an amount equal to the product of multiplying the cost of such
replacement by a fraction, the numerator of which is one, and the denominator of
which is the number of months of the useful life as such replacement as such
useful life is specified pursuant to Federal income tax regulations or
guidelines for depreciation thereof (including interest on the unamortized
balance as is then commercially reasonable in the judgment of Lessor's
accountants), with Lessee reserving the right to prepay its obligation at any
time.

56. FIRST RIGHT. Lessor grants to Lessee a first right to lease ("First Right")
with respect to all other tenant space in the Building in which the Premises are
located, however at no other location at the Office Building Project ("First
Right Space"). Lessee's First-Right shall be on the terms and conditions set
forth in this section 56.

     56.1 No Superior Rights. The First Right shall begin only after the
Commencement Date. Lessor warrants and represents to Lessee that no existing
lessee of premises at the Building has any rights to extend the term of any
existing lease or to otherwise lease other space at the Property existing as of
the Commencement Date, and so long as Lessee's First Right exists, Lessor shall
not grant such rights to any other lessee.

     56.2 Procedure for First Right. Lessor shall provide Lessee with written
notice ("First Right Notice") when: (x) Lessor receives notice from any other
lessee of the Property ("Other Tenant") that such Other Tenant will be vacating
any First Right space prior to the normal termination of such Other Tenant's
Lease ("Early Termination Notice"); or (y) within thirty (30) days of the
scheduled availability of any First Right Space.

     56.3 Procedure for Lessee's Acceptance. If Lessee wishes to exercise
Lessee's First Right with respect to the First Right Space, Lessee shall, within
ten (10) business days after delivery of the First Right Notice by Lessor to
Lessee, deliver notice to Lessor of Lessee's intention to exercise its First
Right with respect to such First Right Space on identical terms and conditions
as set forth in this Lease. Lessee shall

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execute and return to Lessor, within ten (10) business days of Lessee's receipt,
an amendment to this Lease for the First Right Space.

     56.4 Effect of Lessee's Failure to Exercise First Right. If Lessee does not
exercise its First Right within the response period specified in subsection
56.3, or in the event that Lessee shall not execute and return the amendment to
lease for the First Right Space within the ten (10) business days period set for
the in Paragraph 56.3, above, Lessor shall be entitled to offer the specific
First Right space to potential third party lessees without any future obligation
to Lessee under this paragraph 56.

     56.5 Restrictions on First Right. Except as to a Transferee which has
acquired its rights pursuant to the requirements of Section 12, above, the First
Right shall be personal to the originally named Lessee and shall be exercisable
only by the originally named Lessee (and not any assignee, sublessee, or other
transferee of Lessee's interest in this Lease). The originally named Lessee may
exercise the First Right only if that Lessee occupies the entire Premises as of
the date of the First Right Notice. Lessee shall not have the right to lease
First Right Space if Lessee is in default under the Lease as of the date of the
attempted exercise of the First Right by Lessee or (at Lessor's option) as of
the scheduled date of delivery of the Specific First Right Space to Lessee.

     56.6 Delivery of First Right Space. If Lessee timely and validly exercises
the First Right, Lessor shall deliver the First Right Space to lessee on a date
selected by Lessor ("Delivery Date") that is no later than ninety (90) days
after the date of the First Right Notice. Lessor shall not be liable to Lessee
or otherwise in default under the Lease if Lessor is unable to deliver the First
Right Space to Lessee on the projected Delivery Date due to the failure of any
other tenant to timely vacate and surrender to Lessor the First Right Space or
any portion of it. Lessor agrees to use its commercially reasonable efforts to
enforce its right to possession of the First Right Space against such other
tenant, including the institution of legal proceedings.

     56.7 Term of Tenant's Lease of First Right Space. Lessee may elect, in
respect to any First Right Space, to either have the term of the lease of such
First Right Space expire (I) at the time of the expiration of the Term of the
Lease, or (ii) concurrently with the expiration of the Term of this Lease, as
such Term may be extended by the exercise, by Lessee of its option rights under
the Lease.

         56.8 Full Expression of Expansion Rights. Lessor and Lessee hereby
expressly agree that this section 56 represents the full expression of Lessee's
expansion rights under the Lease.

57. CONTINGENCY TO LEASE OBLIGATIONS. Notwithstanding any other terms herein,
this Lease shall be null and void, and of no force or effect, unless Lessor
shall obtain, on or before 5:00 p.m., Pacific Daylight Time, on August 31, 1999,
a fully executed release and termination of the current lease agreement between
Lessor and Kovel, Kresser & Partners/Dai-Ichi Kikaku, Inc., the current tenant
of the Premises.

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<PAGE>
                                   EXHIBIT "E"