LEASE AGREEMENTS FOR REGISTRANTS PRINCIPLE OFFICES SUBSTANTIALLY
IN THE FORM OF THIS EXHIBIT                                        EXHIBIT 10(l)

                                  OFFICE LEASE

     This  Office  Lease,  which  includes  the preceding Summary of Basic Lease
Information  (the  "SUMMARY")  attached  hereto  and incorporated herein by this
reference  (the  Office Lease and Summary are collectively referred to herein as
the "LEASE"), dated as of the date set forth in SECTION 1 of the Summary is made
                                                ---------
by  and  between  TISHMAN  WARNER  CENTER  VENTURE,  LLC,  a  California limited
liability  company  ("LANDLORD"),  and  20TH  CENTURY  INDUSTRIES,  a California
corporation  ("TENANT").

                                    ARTICLE 1

                  PREMISES, BUILDING, PROJECT AND COMMON AREAS

     1.1     The  Premises.  The  "Premises"  consists  of all of the occupiable
             -------------
area  in  the "Building" as that term is defined in SECTION 1.2, below, with the
                                                    -----------
exception  of  the space located on the first (ground) floor of the Building and
indicated  on  Exhibit  A, attached hereto, as the "Retail Areas" or "Management
               -----------
Office", and not including any basement storage areas (which are to be leased by
Tenant  pursuant to the terms of Article 4).  The number of rentable square feet
                                 ---------
of  each  floor  of  the  Premises  is  as  provided  below.

                  Floor                     Rentable Square Feet
                  -----                     --------------------
                    1                             11,140
                    2                             21,550
                    3                             21,550
                    4                             21,550
                    5                             21,550
                    6                             21,550
                    7                             21,550
                    8                             21,550
                    9                             21,550
                    10                            21,913
                    11                            22,200

             PREMISES TOTAL                      227,653


                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Upon and subject to the terms, covenants and conditions hereinafter set forth in
this  Lease,  Landlord  hereby  leases  to  Tenant and Tenant hereby leases from
Landlord the Premises.  An outline of each floor of the Premises is set forth in
EXHIBIT  A  attached  hereto.
----------

     1.2     The  Building  and  The  Project.  The  Premises are a part of the
              --------------------------------
building set forth in SECTION 4.1 of the Summary (the "BUILDING").  The Building
                      -----------
is  part  of  an office project to be known as 20th Century Plaza, consisting of
the  Building  and  the additional office building to be constructed by Landlord
and  located  at  6303  Owensmouth Avenue, Woodland Hills, California 91367 (the
"ADJACENT BUILDING").  The term "Project," as used in this Lease, shall mean (i)
the  Building,  the  Adjacent  Building  and the "Common Areas," as that term is
defined  in SECTION 1.3 below, including the parking structure and parking areas
            -----------
to  be constructed on the land containing the Project (the "PARKING STRUCTURE"),
(ii)  the land (which is improved with landscaping, parking facilities and other
improvements)  upon  which  the  Building,  the Adjacent Building and the Common
Areas  are  located,  and  (iii)  at  Landlord's  discretion,  any  additional
improvements  added  thereto pursuant to the terms of SECTION 1.4 of this Lease.
                                                      -----------
Notwithstanding  the  foregoing,  in  those  areas of this Lease where Tenant is
granted  a  right  or privilege, or Landlord or Tenant undertakes an obligation,
contingent  on Tenant's occupying "all of the Project", "the entire Project", or
"100%  of  the  Project"  (or  such  other phrase indicating the entirety of the
Project),  Tenant  shall  be  deemed  to  have  achieved  such  occupancy  level
notwithstanding  the  fact  that Tenant does not lease those areas on the ground
floor of the Building which are currently leased to certain retail tenants other
than Tenant.  The Project, as initially designated by Landlord, is approximately
set  forth  on EXHIBIT B, attached hereto.  In the event that, during any Option
               ---------
Term,  Tenant  no  longer  leases the Adjacent Building, Landlord shall have the
right  to  change the name of the Project.  Tenant acknowledges that the Parking
Structure  is  to be constructed by Landlord in accordance with the terms of the
Adjacent  Building Lease, and is not anticipated to be fully completed until the
last  quarter  of  1998.

     1.3     Common  Areas.  Tenant  shall  have  the non-exclusive right to use
             -------------
in  common  with  other  tenants  in  the  Project, and subject to the rules and
regulations  referred  to  in  ARTICLE  5  of  this Lease, those portions of the
                               ----------
Project  which  are  provided, from time to time, for use in common by Landlord,
Tenant  and  any  other  tenants  of the Project (such areas, together with such
other  portions  of  the  Project  designated  by  Landlord,  in its discretion,
including  certain areas designated for the exclusive use of certain tenants, or
to  be  shared  by  Landlord  and  certain tenants, are collectively referred to
herein  as  the "COMMON AREAS").  The Common Areas shall consist of the "Project
Common Areas" and the "Building Common Areas."  The term "Project Common Areas,"
as  used in this Lease, shall mean the portion of the Project designated as such
by  Landlord, and may include, without limitation, any fixtures, systems, signs,
facilities,  parking  facilities  and  areas  (including the Parking Structure),
gardens,  parks or other landscaping contained, maintained or used in connection
with  the  Project,  and may include any city sidewalks adjacent to the Project,
pedestrian  walkway  system,  whether  above  or  below  grade,  park  or  other
facilities  open  to  the  general  public  and  roadways,  sidewalks, walkways,
parkways,  driveways  and  landscape areas appurtenant to the Project.  The term
"Building  Common Areas," as used in this Lease, shall mean the Common Areas, to
the  extent located within the Building, designated as such by Landlord, and may
include,  without  limitation,  the  common  entrances,  lobbies,  atrium areas,
restrooms,  elevators,  stairways  and accessways, loading docks, ramps, drives,
platforms,  passageways,  serviceways, common pipes, conduits, wires, equipment,
loading  and  unloading  areas, parking facilities and trash areas servicing the
Building.


                                      -2-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     1.4     Landlord's Use and Operation of  the  Building, Project, and Common
             -------------------------------------------------------------------
Areas.  Landlord  reserves  the right from time to time (i) to close temporarily
-----
any  of  the  Common Areas; (ii) to make changes to the Common Areas, including,
without  limitation,  changes  in the location, size, shape and number of street
entrances,  driveways,  ramps,  entrances,  exits, passages, stairways and other
ingress  and  egress,  direction  of  traffic,  landscaped  areas,  loading  and
unloading  areas,  and  walkways;  (iii)  to  add additional improvements to the
Common  Areas;  (iv)  to use the Common Areas while engaged in making additional
improvements,  repairs or alterations to the Project or to any adjacent land, or
any  portion  thereof;  and  (v) to do and perform such other acts and make such
other  changes  in,  to  or  with respect to the Project as Landlord may, in the
exercise  of reasonable discretion, deem to be appropriate.  Notwithstanding the
foregoing,  except  with  respect to Landlord's initial construction of Adjacent
Building, Parking Structure and Common Areas, if any of the foregoing actions by
Landlord  is  reasonably  considered  by Tenant as likely to have a material and
adverse  affect  on  Tenant's  use  of or access to the Premises or the "Storage
Area",  as  that term defined in SECTION 4.1, or the Common Areas, including the
                                 -----------
Parking  Structure,  or the Adjacent Building, Landlord's right to take any such
action  shall  be  subject to the prior written consent of Tenant, which consent
shall  not unreasonably be withheld, conditioned or delayed.  Moreover, Landlord
may  take the foregoing actions without the prior consent of Tenant in the event
of  an emergency, in connection with Landlord's actions pursuant to the terms of
ARTICLES  6,  8,  13 and 19 of this Lease, or in order to comply with "Laws", as
---------------------------
that  term  is defined in SECTION 19.27, below.  Landlord shall use commercially
                          -------------
reasonably  efforts to minimize any interruption of Tenant's use of or access to
the  Premises,  the  Storage  Area  or  the  Common Areas, including the Parking
Structure,  and,  if parking spaces would otherwise be lost, albeit temporarily,
shall  use  commercially  reasonable  efforts  to  provide to Tenant alternative
parking  within  or  in close proximity to the Project, with reasonably adequate
security  and,  when  appropriate,  shuttle service to and from such alternative
parking  area  so as to minimize the inconvenience to Tenant resulting from such
interruption  of  Tenant's  use  of  or  access  to  the Premises or the Parking
Structure.


     1.5     Rentable  Square Footage of Premises and Building.  For purposes of
             -------------------------------------------------
this  Lease, "rentable square feet" contained in the Premises and Building shall
be  deemed  to  be  as set forth in SECTION 4.2 of the Summary, and shall not be
subject  to  remeasurement  during  the  Lease  Term.


                                    ARTICLE 2

                                   LEASE TERM

     2.1     Initial  Term.  The  terms  and  provisions  of this Lease shall be
             -------------
effective  as  of  the date of this Lease, except as otherwise set forth herein.
The  term  of this Lease (the "LEASE TERM") shall be as set forth in SECTION 5.1
                                                                     -----------
of  the  Summary,  shall  commence  on  the date set forth in SECTION 5.2 of the
                                                              -----------
Summary (the "LEASE COMMENCEMENT DATE"), and shall expire on the date determined
as  provided  in SECTION 5.3 of the Summary (the "LEASE EXPIRATION DATE") unless
                 -----------
the  Lease  Term  is sooner terminated or extended as hereinafter provided.  For


                                      -3-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
purposes of this Lease, the term "Lease Year" shall mean each consecutive twelve
(12)  month  period  during  the  Lease Term for the initial Premises; provided,
however, that the first Lease Year shall commence on the Lease Commencement Date
and end on the last day of the eleventh calendar month thereafter and the second
and  each  succeeding  Lease  Year  shall  commence on the first day of the next
calendar  month;  and further provided that the last Lease Year shall end on the
Lease  Expiration  Date.  Landlord  shall,  within  ninety  (90)  days after the
commencement  of  the  Adjacent Building Lease, deliver to Tenant a supplemental
agreement  in  the form as set forth in EXHIBIT D, attached hereto, which Tenant
                                        ---------
shall  execute  and  return to Landlord within ten (10) days of receipt thereof.

     2.2  Intentionally Omitted.
          ----------------------

     2.3  Renewal Option Terms.
          ---------------------

          2.3.1     Renewal  Option Right.  Landlord hereby grants to Tenant two
                    ---------------------
(2) options to extend the initial Lease Term (each of which is deemed a "RENEWAL
OPTION  RIGHT")  for a period of five (5) years each (each such term to be known
as  a  "RENEWAL  OPTION TERM"), which Renewal Option Rights shall be exercisable
only  by  notice  delivered  by  Tenant to Landlord as provided below.  Upon the
exercise  of  any  such Renewal Option Right, the then-current Lease Term, as it
applies  to the entire Premises then leased by Tenant, shall, in accordance with
Section  2.3.3,  be  extended  for  the Renewal Option Term.  The Renewal Option
Rights  contained  in  this  SECTION 2.3 shall be exercised only by the original
                             -----------
Tenant  named  in  the  Summary  (the "ORIGINAL TENANT") and any assignee of the
Original  Tenant's interest in this Lease to which the Original Tenant transfers
such rights, provided that such assignment is permitted pursuant to the terms of
ARTICLE  11  of  this  Lease.  The  terms  and  conditions applicable during the
-----------
Renewal  Option  Terms  shall be the same terms and conditions that apply during
the  initial  Lease  Term,  except  that  (i)  the  Rent and certain other terms
applicable during the Renewal Option Term shall be as set forth in SECTION 2.3.2
                                                                   -------------
below,  and  (ii)  Tenant may not extend the Lease Term beyond the expiration of
second  Renewal Option Term.  Tenant shall have the Renewal Option Right for the
second  Renewal  Option  Term only if Tenant has previously extended the initial
Lease  Term  for the first Renewal Option Term.  Tenant shall not have the right
to  exercise  any  Renewal  Option  Right  hereunder  if, as of the date of such
attempted  exercise,  Tenant is in default with respect to its obligation to pay
Base  Rent  under  this  Lease,  after expiration of any applicable cure period.

          2.3.2     Option  Rent.  The  Rent  ("OPTION  RENT") payable by Tenant
                    ------------
during  the first Renewal Option Term or second Renewal Option Term, as the case
may  be,  shall be equal to ninety-five percent (95%) of the "Fair Market Rental
Rate"  for  the  Premises.  The  term  "Fair  Market Rental Rate" shall mean the
annual amount per rentable square foot that a willing, non-equity, non-sublease,
non-encumbered,  non-expansion,  comparable third-party tenant, represented by a
commercial  real  estate  broker,  would  pay and a willing, comparable landlord
would  accept,  at  arm's  length,  for  unencumbered  space  (specifically  not
including  transactions  in  which  one  or  more  components  of  the terms and
conditions  of  the  same  are pre-determined on a fixed basis in executed lease
documentation  or  in  which  the  terms  and  conditions are calculated using a
formula  which  involves  the discounting of one or more components of the terms
and  conditions  to  the  benefit  of  a  tenant)  comparable to the Premises in
"Comparable  Buildings,"  as  that  term is defined in this SECTION 2.3.2 below,
                                                            -------------
giving  appropriate  consideration  to  concessions  including  the  following
(collectively, the "RENEWAL CONCESSIONS"):  (i) rental abatement concessions, if


                                      -4-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
any,  being  granted  such tenants in connection with such comparable space; and
(ii)  tenant  improvements  or  allowances  provided  or to be provided for such
comparable  space, taking into account, and deducting the value of, the existing
improvements  in  the Premises, such value to be based upon the age, quality and
layout  of  the improvements and the extent to which the same can be utilized by
Tenant;  and  (iii)  other  typical  monetary  concessions  being  granted  such
comparable  third-party  tenants  in  connection with such comparable space.  In
calculating  the Fair Market Rental Rate, no consideration shall be given to (Y)
the  fact  that  Landlord is or is not required to pay the real estate brokerage
commission  in  connection  with  Tenant's  exercise  of  its right to lease the
Premises  during  the Renewal Option Term, or the fact that comparable landlords
are  or are not paying real estate brokerage commissions in connection with such
comparable  space,  or  (Z)  any  period of rental abatement, if any, granted to
comparable third-party tenants in comparable transactions in connection with the
design,  permitting  and  construction of tenant improvements in such comparable
space.  Consideration shall be given, however, to the creditworthiness of Tenant
as  compared  to that of the tenants involved in the comparable transactions and
the  effect  that the lack of creditworthiness of Tenant, if any, should have on
rental  rates  and/or security requirements.  Such Fair Market Rental Rate shall
be  increased  to  take  into  account  the  value of the free parking (based on
prevailing  rates  in  the  Comparable  Buildings)  granted to Tenant during any
Renewal  Option  Term  pursuant  to  the terms of ARTICLE 18 of this Lease.  The
                                                  ----------
Annual  Direct  Expense  Allowance  applicable  during each Option Term shall be
adjusted  to  be  the amount of Direct Expenses for the Building attributable to
the  twelve  (12)  month period which has most recently ended prior to the first
day  of  the Renewal Option Term; provided, however, that the Fair Market Rental
Rate  shall  take  into  consideration  that the Annual Direct Expense Allowance
applicable  during  the  Renewal  Option  Term  shall  be  as  set forth in this
sentence.  If  in determining the Option Rent, Tenant is entitled to any Renewal
Concessions,  Landlord may, at Landlord's sole option, elect any or a portion of
the  following:  (X)  to  grant the Renewal Concessions to Tenant in the form as
described above (e.g., as free rent and/or an improvement allowance), and/or (Y)
to grant Tenant the amount, of any or all of the Renewal Concessions in the form
of  free  rent  or  reduced "face" or "stated" rental rate during the applicable
Option  Term  or  lease of First Offer Space, which reduction in rental shall be
made  in equal monthly installments and shall be calculated, except as otherwise
provided below, over all or a portion of the Option Term or lease of First Offer
Space,  as  determined by Landlord, and in equal monthly installments commencing
as  of the first day of the applicable Option Term or lease of First Offer Space
(in which case the Renewal Concession or Renewal Concessions converted into free
rent  shall  not  be  granted to Tenant).  The term "Comparable Buildings" shall
mean  the  Adjacent  Building  and  other  office  buildings completed after the
calendar  year  1985 and containing at least 200,000 rentable square feet, which
are  otherwise  comparable  to the Building in terms of quality of construction,
level  of services, amenities and appearance, and are located in Woodland Hills,
California  and  within  the  area  bounded  by  the 101 Freeway, DeSoto Avenue,
Topanga  Boulevard,  and  Vanowen  Street  ("WARNER  CENTER").

          2.3.3     Exercise of Renewal Option Rights.    Landlord shall deliver
                    ---------------------------------
to Tenant a notice ("EXTENSION OPTION REMINDER NOTICE") not more than thirty-six
(36)  months  prior to the expiration of the initial Lease Term or first Renewal
Option  Term,  as  applicable,  which  Extension  Option  Reminder  Notice shall
specifically  state  that:  "If Tenant wishes to exercise a Renewal Option Right


                                      -5-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
pursuant  to  SECTION  2.3.1 of Tenant's Office Lease at 6301 Owensmouth Avenue,
              --------------
Woodland  Hills,  California, Tenant must deliver the 'Exercise Notice,' as that
term  is defined therein, on or before the 'Lapse Date,' as that term is defined
in  such  Office  Lease."  If  Tenant  wishes to exercise a Renewal Option right
described  in this SECTION 2.3.3, Tenant shall exercise the Renewal Option Right
                   -------------
by  delivering  notice  ("EXERCISE  NOTICE")  thereof  to Landlord. The Exercise
Notice  must  be  delivered, if at all, after the date which is thirty-five (35)
months prior to the expiration of the initial Lease Term or first Renewal Option
Term,  as applicable, and prior to the date ("LAPSE DATE") which is the later of
(a) the date which is thirty (30) days after the date of Tenant's receipt of the
Extension  Option  Reminder  Notice,  or  (b) the date which is twenty-four (24)
months prior to the expiration of the initial Lease Term or first Renewal Option
Term,  as  applicable.

          2.3.4     Determination of Option Rent.  If Tenant timely delivers the
                    ----------------------------
Exercise  Notice,  Landlord  shall  deliver notice (the "OPTION RENT NOTICE") to
Tenant  on  or  before the later of (i) the date which is thirty (30) days after
Landlord's  receipt  of  the  Exercise  Notice,  or  (ii)  the  date  which  is
twenty-three  (23)  months  prior to the expiration of the initial Lease Term or
first  Renewal  Option  Term,  as applicable, which Option Rent Notice shall set
forth  Landlord's  initial  determination  of the "Option Rent," as that term is
defined  in  SECTION  2.3.2  above,  and which shall be applicable to this Lease
             --------------
during  the  Renewal Option Term.  Tenant shall have thirty (30) days ("TENANT'S
DETERMINATION  PERIOD")  after  receipt  of Landlord's Option Rent Notice within
which to accept Landlord's initial determination of the Option Rent or to object
thereto  in  writing  to  Landlord.  If  Tenant fails to so object to Landlord's
initial  determination  of the Option Rent within Tenant's Determination Period,
the  Option  Rent shall be as set forth in the Option Rent Notice.  If, however,
Tenant  timely  objects  in  writing  to the Option Rent initially determined by
Landlord,  Landlord and Tenant shall attempt to agree upon the Option Rent using
their good-faith efforts.  If Landlord and Tenant fail to reach agreement within
sixty  (60)  days  following Tenant's objection to the Option Rent (the "OUTSIDE
AGREEMENT  DATE"),  then  each  party shall submit to the other party a separate
written determination of the Option Rent within ten (10) business days after the
Outside  Agreement  Date,  and  such  determinations  shall  be  submitted  to
arbitration  in accordance with SECTIONS 2.3.4.1 through 2.3.4.7 below.  Failure
                                ----------------         -------
of  Tenant  or  Landlord  to  submit  a written determination of the Option Rent
within  such ten (10) business day period shall conclusively be deemed to be the
non-determining  party's  approval  of the Option Rent submitted within such ten
(10)  business  day  period  by  the  other  party.

               2.3.4.1  Landlord  and  Tenant  shall each appoint one arbitrator
who shall by profession be an independent real estate attorney and/or broker, as
either  party  shall,  in its sole discretion elect, who is then active and have
then  been  active  over  the  ten  (10)  year period ending on the date of such
appointment  in  the  leasing  of  comparable  office  properties in Los Angeles
County, provided that such individual shall not have been engaged or employed by
the party appointing the same within the five (5) year period preceding the date
of  such  appointment.  The  determination  of  the arbitrators shall be limited
solely to the issue of whether Landlord's or Tenant's submitted determination of
Option  Rent  is  the  closest  to  the  actual Option Rent as determined by the
arbitrators,  taking  into  account  the  requirements  of SECTION 2.3.2 of this
                                                           -------------
Lease.  Each  such  arbitrator  shall  be appointed within fifteen (15) business
days  after  the  Outside  Agreement  Date.


                                      -6-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
               2.3.4.2  The  two  (2)  arbitrators so appointed shall within ten
(10)  business  days  of  the  date  of  the  appointment  of the last appointed
arbitrator  agree  upon  and  appoint  a third arbitrator who shall be qualified
under  the  same criteria set forth hereinabove for qualification of the initial
two  (2)  arbitrators.

               2.3.4.3  The  three (3) arbitrators shall within thirty (30) days
after the appointment of the third arbitrator reach a decision as to whether the
parties  shall use Landlord's or Tenant's submitted determination of Option Rent
and  shall  notify  Landlord  and  Tenant  thereof.

               2.3.4.4  The  decision  of  the  majority  of  the  three  (3)
arbitrators  shall  be  binding  upon  Landlord  and  Tenant.

               2.3.4.5  If  either  Landlord  or  Tenant  fails  to  appoint  an
arbitrator  within  fifteen  (15)  business  days  after  the applicable Outside
Agreement  Date, the arbitrator appointed by one of them shall reach a decision,
notify  Landlord  and  Tenant  thereof,  and such arbitrator's decision shall be
binding  upon  Landlord  and  Tenant.

               2.3.4.6  If  the  two  (2)  arbitrators  fail  to  agree upon and
appoint  a  third  arbitrator within the time period provided in SECTION 2.3.4.2
                                                                 ---------------
above, then the parties shall mutually select the third arbitrator.  If Landlord
and  Tenant  are  unable to agree upon the third arbitrator within ten (10) days
after  the expiration of the time period provided in SECTION 2.3.4.2 above, then
                                                     ---------------
either  party  may, upon at least five (5) days prior notice to the other party,
request  the Presiding Judge of the Los Angeles County Superior Court to appoint
the  third  arbitrator.  Following  the appointment of the third arbitrator, the
panel  of  arbitrators shall within thirty (30) days thereafter reach a decision
as  to  whether  Landlord's  or Tenant's submitted Option Rent shall be used and
shall  notify  Landlord  and  Tenant  thereof.

               2.3.4.7  Each  party  shall  pay   the  fees  of  the  arbitrator
appointed by such party and the fees of the third (3rd) arbitrator and any other
costs  of  such  arbitration shall be split between Landlord and Tenant equally.

          2.3.5     Rent  Payable Pending Determination.  In  the  event  that a
                    -----------------------------------
final  determination  of  Option  Rent  has  not  been  reached  prior  to  the
commencement of a Renewal Option Term pursuant to the provisions of this SECTION
                                                                         -------
2.3,  the Base Rent and Additional Rent payable by Tenant as of the first day of
---
such  Renewal  Option  Term  shall  be  as  set  forth  in  Landlord's  written
determination  of  the  Option  Rent submitted to arbitration in accordance with
SECTION 2.3.4 above.  If Landlord's determination of Option Rent is not selected
-------------
in  such  arbitration  proceedings,  then  within  thirty  (30)  days  after the
determination  of  the  arbitrators, Landlord shall pay to Tenant the difference
between  the  amount  of  Base  Rent  and Additional Rent paid by Tenant for the
Premises  during  such  Renewal  Option  Term  to  the  date  of such payment by
Landlord,  less the amount of Base Rent and Additional Rent for the Premises for
such  Renewal  Option  Term  which  Tenant  was required to pay as determined in
arbitration.


                                      -7-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                    ARTICLE 3

                                      RENT

     3.1     Base  Rent.  Tenant  shall  pay, without prior notice or demand, to
             ----------
Landlord  or  Landlord's  agent  at the management office of the Project, or, at
Landlord's  option,  at  such  other  place  as  Landlord  may from time to time
designate by notice to Tenant, in currency or a check for currency which, at the
time  of  payment,  is  legal  tender  for private or public debts in the United
States  of  America,  base  rent  ("BASE RENT") as set forth in SECTION 6 of the
                                                                ---------
Summary,  payable  in monthly installments in advance on or before the first day
of  each  and  every calendar month during the Lease Term, without any setoff or
deduction, except as specifically provided in this Lease.  Landlord agrees that,
with  respect  to each of the months of January, 1998, and January, 1999, Tenant
shall  receive  a credit against Base Rent in the amount of $300,000.00.  If any
"Rent,"  as  that term is defined in SECTION 3.2, below, payment date (including
                                     -----------
the  Lease  Commencement  Date) falls on a day of the month other than the first
day  of  such  month  or if any payment of Rent is for a period which is shorter
than one month, the Rent for any fractional month shall be prorated on the basis
of the number of days in that calendar month.  All other payments or adjustments
required  to  be  made under the terms of this Lease that require proration on a
time  basis  shall  be  prorated  on  the  same  basis.

     3.2     Additional  Rent.  In addition to paying the Base Rent specified in
             ----------------
SECTION  3.1  of  this  Lease,  Tenant  shall pay "Tenant's Share" of the annual
------------
"Direct  Expenses,"  as  those  terms are defined in SECTIONS 3.3.7 and 3.3.2 of
                                                     --------------     -----
this  Lease,  respectively,  to the extent such Direct Expenses are in excess of
the  amount  of the "Annual Direct Expense Allowance" as that term is defined in
SECTION  3.3.1 of this Lease multiplied by the number of rentable square feet in
--------------
the  Premises.  Such payments by Tenant, together with any and all other amounts
payable  by  Tenant  to  Landlord  pursuant  to  the  terms  of  this Lease, are
hereinafter collectively referred to as the "Additional Rent", and the Base Rent
and  the  Additional  Rent  are  herein collectively referred to as "Rent."  All
amounts  due  under  this  ARTICLE 3 as Additional Rent shall be payable for the
                           ---------
same  periods  and  in  the same manner as the Base Rent.  Without limitation on
other  obligations of Tenant which survive the expiration of the Lease Term, the
obligations  of Tenant to pay the Additional Rent provided for in this ARTICLE 3
                                                                       ---------
shall survive the expiration of the Lease Term.  If Tenant's Share of the Direct
Expenses  (as  defined  in SECTION 3.3.2) incurred during the  twelve (12) month
                           -------------
period  commencing  on  the "Lease Commencement Date" as defined in the Adjacent
Building  Lease  (the "STOP YEAR"), on a per rentable square foot basis, exceeds
the  Annual Direct Expense Allowance, Landlord shall elect, which election shall
be  subject to the approval of the entities, if any, holding trust deed liens on
the  Building  (collectively,  the  "Lien  Holders"),  to either (A) permanently
increase  the  Annual  Direct  Expense  Allowance  to  be equal to the amount of
Tenant's  Share  of  Direct Expenses incurred during the Stop Year, or (B) grant
Tenant  a  one-time  credit  from Landlord against the next installments of Base
Rent,  estimated  Additional  Rent  and parking charges coming due, in an amount
equal  to  the net present value of the annuity stream which consists of monthly
payments in the amount of one-twelfth (1/12) of said excess of Tenant's Share of
the  Direct  Expenses on a per rentable square foot basis over the Annual Direct
Expense Allowance which monthly payments would have continued over the remaining
fourteen (14) years of the Lease Term, calculated utilizing the discount rate of


                                      -8-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
the  Federal  Reserve  Bank  of  San  Francisco  plus 1% at the time of payment.
Alternatively,  if  Tenant's  Share  of  the  Direct Expenses, on a per rentable
square  foot  basis,  incurred  during  the Stop Year are actually less than the
Annual  Direct  Expense  Allowance, the Annual Direct Expense Allowance shall be
permanently  reduced  for  the  entire  Lease  Term  to the amount of the Direct
Expenses  per rentable square foot actually incurred during the first Stop Year.
For  example, if the Direct Expenses on a per rentable square foot basis for the
Stop  Year  are  Eight Dollars and seventy-two cents ($8.72) and if the discount
rate  of  the Federal Reserve Bank of San Francisco is 5%, then, Tenant shall be
entitled  to  either  (i)  a  permanent  increase  in  the Annual Direct Expense
Allowance  to $8.72, or (ii) a one-time credit as aforesaid equal to Six Dollars
and  eighty  cents  ($6.80) per square foot of rentable area in the Premises. If
the  Direct  Expenses  on a per rentable square foot basis for the Stop Year are
Seven Dollars and eighty cents ($7.80), then the Annual Direct Expense Allowance
shall  be  reduced  to Seven Dollars and eighty cents ($7.80) for the balance of
the  initial  Lease  Term.

     3.3     Definitions  of  Key Terms Relating to Additional Rent.  As used in
             ------------------------------------------------------
this  ARTICLE  3,  the  following  terms shall have the meanings hereinafter set
      ----------
forth.

          3.3.1     The  "Annual  Direct  Expense Allowance" shall be the amount
set  forth  in  SECTION  7.2  of  the  Summary.
                ------------

          3.3.2     "Direct  Expenses"  shall mean "Operating Expenses" and "Tax
Expenses".

          3.3.3     "Expense  Year"  shall  mean each calendar year in which any
portion of the Lease Term falls through and including the calendar year in which
the  Lease  Term  expires;  provided  that  Landlord, upon notice to Tenant, may
change  the  Expense Year from time to time to any other twelve (12) consecutive
month  period.  In  the  event  of  any  such  change,  Tenant's Share of Direct
Expenses  shall  be equitably adjusted for any Expense Year involved in any such
change.

          3.3.4     "Operating  Expenses"  shall  mean  all  expenses, costs and
amounts  of  every  kind  and nature which Landlord pays during any Expense Year
because  of or in connection with the ownership, management, maintenance, repair
or  operation  of  the  Project,  except  as  is hereinafter expressly provided.
Without  limiting  the  generality  of  the  foregoing, Operating Expenses shall
specifically  include  any  and all of the following:  (i) the cost of supplying
all  utilities,  the  cost  of  operating,  maintaining,  repairing, renovating,
complying  with  conservation  measures  in  connection  with,  and managing the
utility  systems,  mechanical  systems, sanitary and storm drainage systems, and
elevator  systems,  and  the  cost of supplies and equipment and maintenance and
service  contracts  in  connection  therewith;  (ii)  the  cost  of  licenses,
certificates,  permits  and  inspections  (not  due  to Landlord's negligence or
willful  misconduct in the management of the Project) and the cost of contesting
the  validity  or  applicability of any governmental enactments which may affect
Operating Expenses, and the costs incurred in connection with the implementation
and  operation  of  a  transportation  system management program or a municipal,
private  or  public  shuttle  service  or parking program; (iii) the cost of all
insurance  carried  by  Landlord  in connection with the Project, or any portion
thereof;  (iv)  the  cost  of  landscaping,  relamping, and all supplies, tools,
equipment  and  materials  used  in the operation, repair and maintenance of the
Project,  or  any portion thereof; (v) the cost of parking structure and parking


                                      -9-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
area  repair,  restoration,  and  maintenance  including,  but  not  limited to,
resurfacing,  repainting, restriping, and cleaning; (vi) fees, charges and other
costs,  including  consulting  fees,  legal fees and accounting and professional
fees,  of  all  contractors  and  consultants  engaged by Landlord or reasonably
incurred  by  Landlord in connection with the management, operation, maintenance
and  repair  of  the  Project,  or any portion thereof; (vii) payments under any
equipment  rental agreements or management agreements (including the cost of any
management  fee  and  the  fair  rental  value  of  any  office  space  provided
thereunder,  or,  if  Landlord manages the Project or Building itself, without a
third  party  manager,  an  imputed  management fee); (viii) wages, salaries and
other  compensation  and  benefits  of  all  persons  engaged  in the operation,
maintenance  or  security  of  the  Project,  or  any portion thereof, including
employer's Social Security taxes, unemployment taxes or insurance, and any other
taxes  which  may  be levied on such wages, salaries, compensation and benefits;
provided,  that  if any employees of Landlord provide services for more than one
project  of Landlord, then a prorated portion of such employees' wages, benefits
and  taxes shall be included in Operating Expenses based on the portion of their
working time devoted to the Project, or any portion thereof; (ix) payments, fees
or  charges  under  any  easement,  license,  operating  agreement, declaration,
covenants,  conditions,  or restrictions or instrument pertaining to the sharing
of  costs  by  the  Building  or Project, or any portion thereof; (x) operation,
repair  and  maintenance of all "Systems and Equipment," as that term is defined
in  SECTION  3.3.5  of  this  Lease,  and  components  thereof; (xi) the cost of
    --------------
janitorial services, alarm and security service, window cleaning, trash removal,
replacement  of wall and floor coverings, ceiling tiles and fixtures in lobbies,
corridors, restrooms and other common or public areas or facilities, maintenance
and  replacement  of  curbs  and walkways, repair to roofs and re-roofing; (xii)
amortization  (including  interest  on  the  unamortized  cost)  of  the cost of
acquiring  or  the  rental expense of personal property used in the maintenance,
operation  and repair of the Project, or any portion thereof; (xiii) the cost of
capital  improvements,  or  repairs  to  the Project, or other costs incurred in
connection  with  the  Project which are intended as a labor-saving device or to
effect  other  economies  in the operation or maintenance of the Project, or any
portion  thereof,  to  the  extent  of  cost  savings  reasonably anticipated by
Landlord,  or  made  to  the  Project,  or  any portion thereof, after the Lease
Commencement  Date  that  are  required under any governmental law or regulation
that  was  not  a  requirement  for the Project on the date this Lease was fully
executed  and  delivered;  provided,  however,  that each such permitted capital
expenditure,  as  well  as  those permitted pursuant to SECTIONS 6.1.1 or 19.27,
                                                        --------------    -----
below (but not including any "Premises Obligations" or "Compliance Obligations,"
as  those  terms  are  defined  in such Sections), shall be amortized (including
interest  on  the  unamortized cost at Landlord's actual cost of funds) over its
useful life as reasonably determined by Landlord; and (xiv) costs, fees, charges
or  assessments  imposed  by any federal, state or local government for fire and
police protection, trash removal, community services, or other services which do
not  constitute  "Tax Expenses" as that term is defined in SECTION 3.3.6, below.
                                                           -------------
If Landlord is not furnishing any particular work or service (the cost of which,
if  performed  by Landlord, would be included in Operating Expenses) to a tenant
who  has  undertaken  to perform such work or service in lieu of the performance
thereof  by  Landlord,  Operating Expenses shall be deemed to be increased by an
amount  equal  to  the additional Operating Expenses which would reasonably have
been  incurred  during  such  period  by  Landlord  if it had at its own expense
furnished  such  work or service to such tenant.  If the Project is not at least
one hundred percent (100%) occupied during all or a portion of any Expense Year,
including  the  Stop  Year,  Landlord  shall  make  an  appropriate  adjustment


                                      -10-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
("GROSS-UP  ADJUSTMENT")  to  the  variable components of Operating Expenses for
such  year  employing  sound real estate accounting and management principles as
now  or  hereafter  accepted, to determine the amount of Operating Expenses that
would  have  been paid had the Project been one hundred percent (100%) occupied;
and  the  amount  so  determined  shall  be  deemed  to  have been the amount of
Operating  Expenses  for  such  year.  Notwithstanding the terms of this SECTION
                                                                         -------
3.3,  Operating  Expenses  shall  not  include:
---


                     (A)     costs associated with the operation of the business
     of  the  ownership  or  entity which constitutes Landlord, as distinguished
     from  the  costs  of  Building  and  Project operations, including, but not
     limited  to,  partnership,  corporation  or  limited  liability  company
     accounting  and  legal  matters,  costs  of defending any lawsuits with any
     mortgagee  or  ground  lessor  (except  as  the actions of Tenant may be at
     issue), costs of selling, syndicating, financing or refinancing, mortgaging
     or  hypothecating  any  of  Landlord's interest in the Building or Project,
     costs  of  any  disputes  between  Landlord  and its employees (if any) not
     engaged  directly  in Building and Project operations, disputes of Landlord
     with  Building  management or outside fees paid in connection with disputes
     with  other  individual  tenants;

                     (B)     costs  incurred  in  connection  with  the original
     construction  of the Building or Project (including the Parking Structure),
     or in connection with the addition or deletion of floors or construction of
     additional  buildings  or  parking  structures;

                     (C)     depreciation,  interest  and  principal payments on
     mortgages or other debt costs, if any, except as otherwise provided in this
     SECTION  3.3.4;
     --------------

                     (D)     costs  of correcting defects or deficiencies in the
     initial  design  or  construction of the Common Areas or Parking Structure,
     which defects or deficiencies are discovered during the first two (2) Lease
     Years,  or  costs  of  correction resulting from the failure to comply with
     laws,  codes  and regulations in effect prior to the date of completion, as
     applicable,  of  the  Parking  Structure  or relevant portion of the Common
     Areas;

                     (E)     expenses  directly  resulting  from  the  gross
     negligence  or  willful  misconduct of Landlord, its agents, contractors or
     employees;

                     (F)     legal  fees, space planner fees, real estate broker
     leasing  commissions  and  advertising expenses incurred in connection with
     this  Lease  or  future  leasing  of  the  Building  or  Project;

                     (G)     costs  resulting  from  the  occurrence  of  actual
     losses  against  which  Landlord  is  required  to  carry  property  damage
     insurance  pursuant  to  this  Lease  to  the  extent  Landlord is actually
     reimbursed  by  its  insurance  carrier  or Tenant's or any other insurance
     carrier for such costs or, if Landlord elects to self-insure such costs (as
     permitted  pursuant  to SECTION 7.2.3.2), to the extent Landlord would have
                             ---------------
     been  entitled  to  reimbursement  by  its  insurance  carrier had Landlord
     actually  obtained  the property damage insurance required to be carried by
     Landlord  pursuant  to  SECTION  7.2  hereof;
                             ------------


                                      -11-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                     (H)     costs of restoration of, or repair to, the Building
     or  improvements in the Project as a result of the condemnation thereof for
     which  an  award  has  been  made  to  Landlord;

                     (I)     any  bad  debt  loss, rent loss or reserves for bad
     debt  loss  or  rent  loss;

                     (J)     the  cost  of  services  not  included  in Standard
     Tenant  Services  provided  to other tenants in the Building or Project and
     not  provided  to  Tenant;

                     (K)     the  salaries  of  executives  and  employees  of
     Landlord  or  any Affiliate above the level of property manager (other than
     the  Building's  engineers),  except  to  the extent they may be engaged in
     directly  providing management and building operation services described in
     this  SECTION  3.3.4;
           ---------------

                     (L)     fees  (including legal and accounting fees), wages,
     salaries  and  other  compensation  to the extent allocable to services not
     rendered  in connection with the management, operation, security, repair or
     maintenance  of  the  Building  or  the  Project;

                     (M)     fines  and penalties, except to the extent incurred
     as  a  consequence  of  Tenant's  failure to perform any of its obligations
     hereunder;

                     (N)     amounts  paid  by  Landlord  pursuant to any ground
     lease,  if  any;

                     (O)     costs  of  new types of insurance coverage obtained
     during  the  Lease  Term  and  not  included  within the types of insurance
     required  to  be  carried by Landlord pursuant to the terms of SECTION 7.2,
                                                                    ------------
     below,  unless  (a)  Landlord has or will have retroactively grossed-up the
     Annual  Direct  Expense  Allowance  by  the  amount  which  would have been
     incurred  by  Landlord during the Stop Year or the first twelve (12) months
     of  the  Lease  Term  had  such costs actually then been incurred, (b) such
     insurance  coverage is a new type of insurance which was not required to be
     carried  by  Landlord hereunder as of the Lease Commencement Date but which
     is then customarily being carried by landlords of the Comparable Buildings,
     or  (c)  if  such  new  insurance coverage replaces or supersedes insurance
     coverage  previously  carried  pursuant to the terms of SECTION 7.2, below,
                                                             -----------
     then  the costs for such coverage shall be excluded from Operating Expenses
     only  to  the extent the cost of such new insurance exceeds the cost of the
     original  insurance;

                     (P)     costs  of decreasing the amount of the "deductible"
     (or otherwise increasing the amount of coverage, not including any increase
     based  on  an inflationary increase in the replacement cost of the Project,
     against  which  Landlord  is protected by insurance) after the first twelve
     (12)  months of the Lease Term, under the types of insurance required to be
     carried  by Landlord pursuant to SECTION 7.2, below, unless Landlord has or
                                      -----------
     will  have  retroactively grossed-up the Annual Direct Expense Allowance by
     the  amount which would have been incurred by the Landlord during the first


                                      -12-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     twelve  (12) months of the Lease Term had the amount of the deductible been
     so  decreased  or  the  amount  of coverage been so increased at that time;

                     (Q)     any  Operating Expenses incurred in connection with
     space in the Building or Project devoted to retail use except to the extent
     such  space is included in the denominator when calculating Tenant's Share;

                     (R)     costs  of Alterations or tenant improvements to the
     Premises  or  the  premises  of  other existing tenants except as otherwise
     provided  in  this  SECTION  3.3.4;
                         --------------

                     (S)     costs  incurred  by  Landlord with respect to goods
     and  services  (including  utilities  sold  and  supplied  to  tenants  and
     occupants  of  the  Building) to the extent that Landlord is reimbursed for
     such  costs  other  than  through  Operating  Expense  pass  throughs;

                     (T)     costs,  including  permit,  license  and inspection
     costs,  incurred  with  respect  to the installation of tenant improvements
     made  for  new  tenants  in the Building or the Project except as otherwise
     provided  in  this  SECTION  3.3.4,  or incurred in renovating or otherwise
                         --------------
     improving, decorating, painting or redecorating vacant space for tenants or
     other  occupants  of  the  Building  or  the  Project;

                     (U)     costs  incurred  by Landlord for improvements which
     are  considered  capital  expenditures  under generally accepted accounting
     principles,  consistently applied, except those set forth in SECTIONS 3.3.4
                                                                  --------------
     (XII)  or  (XIII)  above  or  SECTION  6.1.1  or  19.27  below;
     -----       ----              -------------       -----

                     (V)     costs of the initial construction or costs directly
     related  to  the initial construction of the Building or Adjacent Building,
     the  Tenant  Improvements,  or Parking Structure and/or, during the two (2)
     year  period  following  the  "Lease  Commencement  Date"  of  the Adjacent
     Building Lease, for correcting structural or latent defects in construction
     of  the  Parking  Structure  or  Common  Areas;

                     (W)     expenses  in  connection  with  Standard  Tenant
     Services  or  other  benefits which are not provided to Tenant or for which
     Tenant  is  charged  directly  but  which are provided to another tenant or
     occupant  of  the  Building  or  Project  without  direct  charge;

                     (X)     any  compensation  paid  to  clerks,  attendants or
     other  persons  in  commercial  concessions operated by Landlord (excluding
     parking);

                     (Y)     rentals  and  other  related  expenses  incurred in
     leasing  air  conditioning systems, elevators or other equipment ordinarily
     considered  to  be  part  of  the  original construction of the Building or
     Project,  except  equipment  not  affixed  to the Building which is used in
     providing  janitorial,  landscaping  or  similar  services  or  except  as
     otherwise  expressly  provided  in  item  (T)  above;


                                      -13-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                     (Z)     electric  power  costs  to  the  extent  any tenant
     directly  contracts  with  the  local  public  service  company;

                     (AA)     advertising  and promotion expenditures, and costs
     of signs in or on the Project identifying the owner of the Project or other
     tenants'  signs,  except  for  building  directories  or  building standard
     signage;

                     (BB)     any  recalculation  of  or  additional  Operating
     Expenses  which were ostensibly incurred more than three (3) years prior to
     the  Lease  Year  in which Landlord proposes that such costs be included in
     Operating  Expenses;

                     (CC)     the  costs  for  any  repairs  or  replacements of
     machinery  or equipment in the Building or Project, if such costs would not
     have  been  necessary  had  Landlord  properly maintained such machinery or
     equipment  or had maintained service and/or maintenance contracts after the
     Lease  Commencement  Date  with respect to such machinery or equipment, and
     such service and/or maintenance contracts would typically have been carried
     by  landlords  of  Comparable Buildings; provided that this exclusion shall
     only  apply  to  the  extent  that  the  costs  so  expended  on repairs or
     replacements  after  the  first  12  months  of the Lease Term actually and
     materially exceed the amount which Landlord would have paid for the service
     and/or  maintenance  contract  which  Landlord  failed  to  maintain;

                     (DD)     costs for maintenance and/or service contracts for
     Systems  and  Equipment,  as  that term is defined in SECTION 3.3.5, in the
                                                           -------------
     Building or the Project, unless (i) the cost of such maintenance or service
     contracts  was included in the calculation of Direct Expenses for the first
     twelve  (12)  months  of  the  Lease  Term,  (ii) Landlord has or will have
     retroactively  grossed-up the amount of the Annual Direct Expense Allowance
     by  the  amount which would have been incurred by Landlord during the first
     twelve  (12)  months  of the Lease Term had such maintenance and/or service
     contract  then  been  maintained,  (iii)  such  maintenance  and/or service
     contracts are for new equipment or systems that replaced previous equipment
     or  systems,  where  the  amortized  cost  of such replacement equipment is
     includable  in  Operating  Expenses  pursuant to SECTION 3.3.4(XIII) above,
                                                      ------------------
     (iv)  such  maintenance  and/or  service  contract  improves  the  level of
     services  being  provided  to  Tenant  (provided that Tenant gives it prior
     written consent thereto, which consent shall not be unreasonably withheld),
     or  (v) such maintenance and/or service contract is first typically carried
     by  landlords of Comparable Buildings after (and not before) the expiration
     of  the  first  twelve  (12)  months  of  the  Lease  Term;  and

                     (EE)     management  fees  (actual or imputed) in excess of
     three  and  one-half  percent (3-1/2%) of the annual gross revenues for the
     Building and Real Property (including parking revenues) adjusted to reflect
     a  one  hundred  percent  (100%) occupancy of the Building with all tenants
     paying  rent.

          Operating  Expenses  shall  be  net  of  all  cash,  trade or quantity
discounts  received  by Landlord or Landlord's managing agent in the purchase of
any  goods,  utilities  or  services  in  connection  with  the operation of the


                                      -14-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Building  or Project. Landlord shall use reasonable efforts to make payments for
goods,  utilities  and  services  in  a  timely manner to avoid any late payment
penalties.  In  the  calculation  of  Operating  Expenses,  no  expense shall be
charged more than once, and all payments from tenants made to Landlord for goods
and  services  provided,  the  cost of which are included in Operating Expenses,
shall  be  treated  as  an  offset.

          3.3.5     "Systems  and  Equipment"  shall  mean any plant, machinery,
transformers,  duct  work,  conduit,  pipe,  bus  duct,  cable, wires, and other
equipment,  facilities,  and  systems  designed to supply heat, ventilation, air
conditioning  and  humidity,  elevators  or  any other services or utilities, or
comprising or serving as any component or portion of the electrical, gas, steam,
plumbing,  sprinkler,  communications,  alarm,  security,  or  fire/life  safety
systems  or equipment, or any other mechanical, electrical, electronic, computer
or  other  systems or equipment which serve the Project in whole or in part (but
not  including  such  items  to  the  extent  they  form  a  part  of the Tenant
Improvements).

          3.3.6     "Tax  Expenses"  shall  mean  all federal, state, county, or
local  governmental  or  municipal  taxes, fees, charges or other impositions of
every  kind  and  nature,  whether  general, special, ordinary or extraordinary,
(including,  without  limitation,  real  estate  taxes,  general  and  special
assessments,  transit  taxes, leasehold taxes or taxes based upon the receipt of
rent, including gross receipts or sales taxes applicable to the receipt of rent,
unless  required  to be paid by Tenant, personal property taxes imposed upon the
fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances,
furniture  and  other  personal property used in connection with the Project, or
any  portion  thereof),  which  shall  be  paid during any Expense Year (without
regard  to  any  different  fiscal  year  used by such governmental or municipal
authority) because of or in connection with the ownership, leasing and operation
of  the  Project.

               3.3.6.1  Tax  Expenses  shall  include,  without  limitation:

                     (i)  Any  tax  on  the  rent, right to rent or other income
          from  the  Project, or any portion thereof, or as against the business
          of  leasing  the  Project,  or  any  portion  thereof;

                     (ii)  Any  assessment, tax, fee, levy or charge in addition
          to,  or in substitution, partially or totally, of any assessment, tax,
          fee,  levy or charge previously included within the definition of real
          property  tax,  it  being  acknowledged  by  Tenant  and Landlord that
          Proposition 13 was adopted by the voters of the State of California in
          the June 1978 election ("PROPOSITION 13") and that assessments, taxes,
          fees,  levies  and charges may be imposed by governmental agencies for
          such  services  as  fire  protection,  street,  sidewalk  and  road
          maintenance,  refuse  removal  and  for  other  governmental  services
          formerly  provided without charge to property owners or occupants and,
          in  further  recognition  of  the decrease in the level and quality of


                                      -15-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          governmental services and amenities as a result of Proposition 13, Tax
          Expenses shall also include any governmental or private assessments or
          the  Project's  contribution  towards  a  governmental  or  private
          cost-sharing  agreement for the purpose of augmenting or improving the
          quality  of  services  and amenities normally provided by governmental
          agencies. It is the intention of Tenant and Landlord that all such new
          and  increased  assessments,  taxes, fees, levies, and charges and all
          similar  assessments,  taxes,  fees,  levies  and  charges be included
          within  the definition of Tax Expenses for the purposes of this Lease;

                     (iii)  Any  assessment, tax, fee, levy, or charge allocable
          to  or  measured  by  the  area  of  the  Premises or the Rent payable
          hereunder,  including,  without  limitation, any gross income tax with
          respect  to  the  receipt of such rent, or upon or with respect to the
          possession,  leasing,  operating, management, maintenance, alteration,
          repair,  use  or  occupancy  by Tenant of the Premises, or any portion
          thereof;  and

                     (iv)  Any  assessment,  tax, fee, levy or charge, upon this
          transaction  or  any  document to which Tenant is a party, creating or
          transferring  an  interest  or  an  estate  in  the  Premises.

               3.3.6.2  With  respect  to  any  assessment  that  may  be levied
against,  upon,  or  in connection with the Project, or any portion thereof, and
may  be  evidenced  by  improvement  or  other  bonds,  or may be paid in annual
installments, there shall be included within the definition of Tax Expenses with
respect  to any tax fiscal year only the amount currently payable on such bonds,
including  interest, for such tax fiscal year, or the current annual installment
for  such  tax  fiscal  year.

               3.3.6.3  If  the  method of taxation of real estate prevailing at
the  time  of execution hereof shall be, or has been, altered so as to cause the
whole  or any part of the taxes now, hereafter or heretofore levied, assessed or
imposed  on  real  estate  to  be  levied, assessed or imposed upon the owner or
owners  of  the Project, wholly or partially, as a capital levy or otherwise, or
on  or  measured by the rents received therefrom, then such new or altered taxes
attributable  to  the  Project, or any portion thereof, shall be included within
the  term  "Tax Expenses" except that the same shall not include any enhancement
of  said  tax  attributable  to  income  other  than  from  the  Property.

               3.3.6.4  Any  expenses  reasonably  incurred  in  attempting  to
protest,  reduce  or  minimize Tax Expenses shall be included in Tax Expenses in
the  Expense  Year  such  expenses  are  paid.

               3.3.6.5  Tax  refunds  shall be deducted from Tax Expenses in the
Expense  Year  to  which  such  refunds  apply.

               3.3.6.6  If  Tax Expenses for any period during the Lease Term or
any  extension  thereof  are  increased  after  payment  thereof for any reason,
including,  without limitation, error or reassessment by applicable governmental
or  municipal  authorities, Tenant shall pay Landlord upon demand Tenant's Share
of any such increased Tax Expenses included by Landlord as Tax Expenses pursuant
to  the  terms  of  this Lease.  Correspondingly, if Tax Expenses for any period
during  the  Lease  Term  or  any  extension thereof are decreased after payment
thereof  for  any reason including, without limitation, error or reassessment by


                                      -16-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
applicable governmental or municipal authorities, and Landlord receives a refund
of  same,  Landlord  shall forthwith refund to Tenant Tenant's Share of any such
refund.  The  provisions of this SECTION 3.3.6.6 shall survive the expiration or
                                 ---------------
earlier  termination  of  the  Lease  Term.

               3.3.6.7  Notwithstanding  anything  to  the contrary contained in
this SECTION 3.3.6 (except as set forth in SECTIONS 3.3.6.1 and 3.3.6.3, above),
     -------------                         ----------------     -------
there  shall  be  excluded  from  Tax  Expenses  (i)  all  excess profits taxes,
franchise  taxes,  gift  taxes,  capital stock taxes, inheritance and succession
taxes,  estate  taxes,  federal  and  state income taxes, and other taxes to the
extent  applicable  to  Landlord's  general  or net income (as opposed to rents,
receipts  or  income  attributable to operations at the Project), (ii) any items
included  as Operating Expenses, (iii) penalties or interest for late payment of
Tax  Expenses  (unless  due  to  Tenant's  failure to timely pay such amounts to
Landlord  under  this  Lease),  (iv)  Tax  Expenses  allocable  to  any  capital
improvement  to  the  Building  made  by  Landlord,  if the cost of such capital
improvement  is  excluded from Operating Expenses pursuant to SECTION 3.3.4, and
                                                              -------------
(v)  any  items  paid  by  Tenant  under  ARTICLE  9  of  this  Lease.
                                          ----------

               3.3.7     "Tenant's  Share"  shall  have the meaning set forth in
SECTION  7  of  the Summary. To the extent the number of rentable square feet of
----------
the  Premises  changes  throughout  the  Lease  Term,  Tenant's  Share  shall be
appropriately  adjusted and, as to the Expense Year in which such change occurs,
Tenant's  Share  for  such  Expense Year shall be determined on the basis of the
number  of  days  during  such Expense Year that each such Tenant's Share was in
effect.

     3.4     Allocation  of  Direct  Expenses.  Direct  Expenses  are determined
             --------------------------------
annually  for  the  Project  as  a whole.  Since the Building is only one of the
buildings  which  constitute  the Project, Direct Expenses shall be allocated by
Landlord,  as  provided  below,  to  both the tenants of the Building and to the
tenants  of  the Adjacent Building.  The portion of Direct Expenses allocated to
the  tenants  of  the  Building  shall  consist  of  (i)  all  Direct  Expenses
attributable  solely  to  the Building and (ii) an equitable portion (based upon
the  ratio  of  the  number of rentable square feet in the Building to the total
number  of  rentable square feet in the Project) of Direct Expenses attributable
to  the  Project  as  a whole after subtracting the Direct Expenses attributable
solely  to  the  Building  and  the  Adjacent  Building.

     3.5     Calculation  and  Payment  of Additional Rent.  Tenant shall pay to
             ---------------------------------------------
Landlord,  in  the manner set forth in SECTION 3.5.1, below, as Additional Rent,
                                       -------------
an  amount  equal  to  the amount by which Tenant's Share of Direct Expenses for
each Expense Year exceeds Tenant's Share of the Annual Direct Expense Allowance.

          3.5.1     Statement  of  Actual Direct Expenses and Payment by Tenant.
                    -----------------------------------------------------------
Landlord  shall  endeavor  to give to Tenant on or before the first day of April
following  the  end  of  each  Expense Year, a statement (the "STATEMENT") which
shall  state  the Direct Expenses incurred or accrued for such preceding Expense
Year,  and  which  shall  indicate  the  amount of Tenant's Share of such Direct
Expenses  in  excess  of  Tenant's Share of the Annual Direct Expense Allowance.
Upon  receipt of the Statement for each Expense Year commencing or ending during
the  Lease  Term,  Tenant shall pay, with its next installment of Base Rent due,
the  full  amount  of Tenant's Share of Direct Expenses for such Expense Year in


                                      -17-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
excess  of  Tenant's  Share  of  the  Annual  Direct Expense Allowance, less the
amounts,  if  any, paid during such Expense Year as "Estimated Additional Rent,"
as  that  term  is  defined in SECTION 3.5.2, below.  If the first or last Lease
                               -------------
Year  does  not  coincide  with  an Expense Year, Direct Expenses and the Annual
Direct  Expense  Allowance shall be appropriately prorated based upon the actual
number  of days of the Lease Term in such Expense Year.  The failure of Landlord
to  timely  furnish  the  Statement  for  any  Expense  Year shall not prejudice
Landlord  or Tenant from enforcing its rights under this ARTICLE 3.  Even though
                                                         ---------
the  Lease  Term has expired and Tenant has vacated the Premises, when the final
determination  is made of Tenant's Share of Direct Expenses for the Expense Year
in  which this Lease terminates, Tenant shall pay to Landlord any unpaid amounts
described  herein  within  thirty  (30) days of invoice.  The provisions of this
SECTION  3.5.1  shall survive the expiration or earlier termination of the Lease
--------------
Term.

          3.5.2     Statement  of  Estimated  Direct  Expenses.  In addition, as
                    ------------------------------------------
soon  as  possible  after  the  start  of  each  Expense Year, but no later than
concurrently  with  the delivery of the Statement, Landlord shall furnish Tenant
with  a yearly expense estimate statement (the "ESTIMATE STATEMENT") which shall
set  forth  Landlord's  reasonable  estimate  (the "Estimate") of what the total
amount  of  Direct  Expenses  for  the then-current Expense Year will be and the
estimated  amount  of  Tenant's  Share  of  Direct Expenses for the then-current
Expense  Year in excess of Tenant's Share of the Annual Direct Expense Allowance
(the  "ESTIMATED ADDITIONAL RENT").  Landlord shall have the right to adjust the
Estimate  Statement  from  time to time during any Expense Year.  The failure of
Landlord to timely furnish the Estimate Statement for any Expense Year shall not
preclude  Landlord from enforcing its rights to collect any Estimated Additional
Rent  under  this  ARTICLE  3.  Thereafter,  Tenant  shall  pay,  with  its next
                   ----------
installment  of  Base  Rent due, a fraction of the Estimated Additional Rent for
the  then-current  Expense  Year  (reduced  by  any amounts paid pursuant to the
penultimate  sentence  of  this SECTION 3.5.2).  Such fraction shall have as its
                                -------------
numerator  the number of months which have elapsed in such current Expense Year,
including  the month of such payment, and twelve (12) as its denominator.  Until
a  new  Estimate  Statement is furnished (which Landlord shall have the right to
deliver  to Tenant at any time), Tenant shall pay monthly, with the monthly Base
Rent  installments, an amount equal to one-twelfth (1/12) of the total Estimated
Additional  Rent  set  forth  in  the  previous  Estimate Statement delivered by
Landlord  to  Tenant.

     3.6     Landlord's  Books  and Records.  Landlord shall utilize or cause to
             ------------------------------
be  utilized  accounting records and procedures for each Expense Year conforming
to  sound real estate accounting principles consistently applied with respect to
all  of the Direct Expenses for each Expense Year including, without limitation,
all  payments  of  Direct  Expenses.  In  the event that any other tenant in the
Project  performs  an audit of Landlord's books and records and an adjustment to
Direct  Expenses  is  made,  the  results of such audit shall be sent to Tenant,
promptly,  to  allow  Tenant  to  determine  whether  Tenant  is  entitled  to a
corresponding  adjustment,  irrespective  of the expiration of the Review Period
(as  hereinafter  defined)  for  the  particular  Expense  Year  for  which  the
adjustment  was  made.  For a period of ninety (90) days after receipt by Tenant
of a Statement (the "REVIEW PERIOD"), Tenant shall have the right to dispute the
amount  of  Additional  Rent  due  from Tenant as set forth in the Statement, by
giving  written  notice  to  Landlord,  whereupon  Tenant's  employees  or  an
independent  certified  public  accountant  (which  accountant  is a member of a
nationally  recognized  accounting  firm)  designated  by Tenant, shall have the


                                      -18-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
right during normal business hours, to inspect and/or audit Landlord's books and
records  with respect to both the Statement most recently received by Tenant, as
well  as  with respect to the Statement applicable to the previous Expense Year,
at  Landlord's  or  the  Building  Managers  office.  However, Tenant's right to
inspect  and/or  audit  Landlord's  books  and  records,  as aforesaid, shall be
subject  to  the following:  (i) Tenant is not then in default of the payment of
Base Rent after expiration of any applicable cure period, and (ii) Tenant is not
then  in  default  of  the  payment  of  Tenant's Share of Direct Expenses after
expiration  of  any  applicable  cure period, provided that for purposes of this
item  (ii),  only, Tenant shall not be deemed to be in default of the payment of
Tenant's  Share  of  Direct  Expenses if Tenant is disputing, and withholding, a
portion  of  Tenant's  Share of Direct Expenses reasonably and in good faith, by
notice  delivered  to  Landlord  on  or  prior  to  the  due date of such Direct
Expenses,  and  the amount of Direct Expenses withheld by Tenant does not exceed
an  amount  equal  to the amount of Additional Rent set forth in the most recent
Statement  received  by  Tenant minus the amount of Additional Rent set forth in
the  Statement  for  the  immediately preceding Expense Year.  Landlord shall be
obligated  to  keep such books and records for all Expense Years until three (3)
years  following  the  expiration of the Review Period, or such longer period as
may  reasonably  be required in order to conduct an audit or arbitration, should
Tenant  become  entitled to same, pursuant to the provisions of this SECTION 3.6
                                                                     -----------
or  SECTION  19.41.  Tenant  and  such  accountant  shall use their commercially
    --------------
reasonable  efforts  to  cause their respective agents and employees to maintain
all  information  contained in Landlord's records in strict confidence, and such
accountant shall agree, in writing, that it will not represent any other tenants
or  occupants  of  the  Project  in  connection  with any review of the Building
Operating  Expenses.  Landlord  shall cooperate with Tenant during the course of
such  inspection or audit, and Landlord agrees, during normal Building hours, to
make  those  of its personnel available to Tenant as are reasonably necessary to
conduct  such  inspection  or audit, in which event no inspection or audit shall
last  more  than  ten (10) business days (or, provided Tenant is conducting such
inspection  or audit with due diligence, such longer period as may reasonably be
required)  in  duration  for any Expense Year audited.  Tenant's representatives
shall  be  entitled  to make photostatic copies of such records at Landlord's or
the  Building  manager's  office  ,  provided  Tenant  bears the expense of such
copying.  If, after such inspection, Tenant still disputes such Additional Rent,
Landlord  and  Tenant  shall  submit such dispute to arbitration pursuant to the
terms  of SECTION 19.41, below, at Tenant's sole cost and expense; provided that
          -------------
if  the  determination of such arbitration is that the Direct Expenses set forth
in the Statement were overstated by more than three percent (3%), then, the cost
of  such arbitration and of Tenant's audit or inspection of Landlord's books and
records  shall  be paid for by Landlord.  Promptly following the parties receipt
of  such  determination,  the  parties  shall  make such appropriate payments or
reimbursements, as the case may be, to each other, as are determined to be owing
pursuant to such certification, with interest at the Interest Rate from the date
due  until paid, in the case of payments by Tenant to Landlord, or with interest
at  the  Interest  Rate  from  the  date  paid  until reimbursed, in the case of
reimbursements  by  Landlord to Tenant.  The payment by Tenant of any Additional
Rent  pursuant  to this ARTICLE 3 shall not preclude Tenant from questioning the
                        ---------
correctness of any Statement delivered by Landlord, provided that the failure of
Tenant  to  object  thereto  prior  to  the  expiration  of  the


                                      -19-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
applicable  Review  Period shall be conclusively deemed Tenant's approval of all
Statements  no  longer subject to inspection and/or audit by Tenant, as provided
above, except in the case of fraud by Landlord or its employees or agents.  Once
Tenant invokes the rights set forth in this SECTION 3.6 pursuant to the terms of
                                            -----------
this  SECTION  3.6, Landlord and Tenant agree that this SECTION 3.6 shall be the
      ------------                                      -----------
sole  method  to  be  used  by them to dispute the amount of any Direct Expenses
payable  or  not  payable  by  Tenant  pursuant  to the terms of this Lease, and
Landlord  and  Tenant hereby waive any right at law or in equity or as otherwise
provided  by  this  Lease  relating  to  any  such  subject  matter.

                                    ARTICLE 4

                                  STORAGE SPACE

     4.1     Storage  Area.  Commencing  as  of  the Lease Commencement Date and
             -------------
continuing  throughout  the  initial Lease Term and the Renewal Option Terms (if
applicable), Tenant shall lease from Landlord and Landlord shall lease to Tenant
certain  storage  area  located  in the basement level of the Building ("STORAGE
AREA")  shown as cross hatched on EXHIBIT G attached hereto.  The parties hereby
                                  ---------
stipulate  that  the  Storage  Area  consists  of a total of approximately 6,645
square  feet.  Up to 1,781 square feet of the Storage Area may be used by Tenant
for  "human  occupancy".  The  Storage  Area  shall  be delivered by Landlord to
Tenant  in  its  "as-is"  condition.  Any  use  of  the  Storage Area for "human
occupancy" shall be in compliance with applicable law, which compliance shall be
at  Tenant's  sole  cost  and  expense.

     4.2     Annual  Storage  Rent.  The annual rental rate for the Storage Area
             ---------------------
("ANNUAL  STORAGE  RENT")  shall  be  as  set forth in SECTION 12 of the Summary
                                                       ----------
during  the  initial Lease Term, and shall be determined as a separate component
of  the  Option  Rent during any Renewal Option Terms.  Such Annual Storage Rent
shall  be  payable in twelve (12) equal monthly installments on the first day of
each  month  in  advance  during the Lease Term at the same time and in the same
manner  as  Base Rent for the Premises.  In the event the Annual Storage Rent is
not paid when due, Landlord shall have the same rights as provided in ARTICLE 12
                                                                      ----------
of  this  Lease  for  unpaid  Rent.  Tenant's  Share shall not be increased as a
result  of  Tenant's  leasing  of  the  Storage  Area.

     4.3     Indemnification.  Except  to  the  extent  any loss, costs, damage,
             ---------------
expense  or liability is caused by (i) any default by Landlord in the observance
or  performance  of  any of the terms, covenants or conditions to be observed or
performed  by  Landlord  under  this  Lease,  or  (ii) the negligence or willful
misconduct  of  Landlord  or  any  of  its  agents,  employees,  contractors, or
licensees,  Tenant  hereby  indemnifies,  defends,  protects  and holds Landlord
harmless  from  any  and  all loss, cost, damage, expense and liability, whether
foreseeable  or  not,  from  any cause whatsoever, that Tenant may suffer to its
personal property located anywhere in the Storage Area or that it or its agents,
employees, principals, invitees, or licensees may suffer as a direct or indirect
consequence  of  Tenant's lease of or use of the Storage Area or access areas to
the  Storage  Area.  In  addition,  Tenant  hereby  agrees to indemnify, defend,
protect  and  hold  Landlord  harmless  from and against any loss, cost, damage,
liability, expense, claim, action or cause of action of any third party, whether
foreseeable  or  not,  resulting as a direct or indirect consequence of Tenant's
lease  or  use  of  the  Storage  Area  or  access  areas  to  the Storage Area.


                                      -20-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     4.4     Use  of  Storage Area.  Except as herein expressly provided, Tenant
             ---------------------
agrees not to store any flammable or highly combustible materials in the Storage
Area.  Tenant  also  agrees  not to store excess or highly concentrated waste in
the  Storage  Area;  it shall be Tenant's responsibility to obtain from Landlord
the tolerable limits thereof.  Tenant agrees to use the Dead Storage Area solely
for storage purposes (e.g., files, clerical supplies, business forms) and not as
office  space.  Tenant agrees that Landlord and its agents may enter and inspect
the Storage Area and any goods stored therein during regular business hours upon
giving  twenty-four (24) hours prior notice to Tenant and so long as accompanied
by  a  representative  of  Tenant.  Tenant  shall, at its sole cost and expense,
deliver  to  Landlord  a  key  for  any locks installed by Tenant for Landlord's
emergency  entrance  purposes.  Except  as  the  provisions of ARTICLE 10 may be
                                                               ----------
applicable  to the use of the Storage Area, Landlord shall have no obligation to
maintain  or  repair  the Storage Area.  Tenant shall have the right to use that
portion  of  the Storage Area identified as permitting "human occupancy" for any
lawful  purpose,  provided  that  Tenant  fully  complies  with all laws, rules,
regulations,  ordinances  and  the recommendations of Insurance Service Offices,
and provided that Tenant performs such alterations and improvements, (i) in such
"human  occupancy" Storage Area as may be required by the Building Department of
the  City  of Los Angeles and (ii) in such other portions of the Storage Area as
may  be required by the City for hallways, restrooms, shafts, ducts, machine and
equipment  rooms  and  all  other  purposes collateral to or in support of human
occupancy  of such portion of Tenant's Storage Area.  Landlord agrees to provide
its  regular  building  HVAC  and  electrical  services  at  Tenant's expense as
Additional  Rent.  Subject  to the foregoing, Tenant shall have the right at any
time during the Lease Term, to change any portion of the Storage Area from "dead
storage" to "human occupancy" storage or from "human occupancy storage" to "dead
storage";  provided  that  before  doing  so Tenant shall give Landlord at least
sixty  (60)  days written notice of such intended change.  Whenever that occurs,
Landlord and Tenant shall execute an amendment to this Lease modifying EXHIBIT G
                                                                       ---------
and  ARTICLE  12 of the Lease Summary, accordingly.  Tenant agrees not to permit
     -----------
any  odors,  fumes or gases to escape from any portion of the Storage Area or in
to  the Building HVAC system, nor shall Tenant permit any vibrations or noise to
emanate  from  said  Storage  Area  if  that  would  impact other tenants in the
Building.

     4.5     Assignment  and  Sublease.  The  Storage Area may not be separately
             -------------------------
assigned  or  subleased  by Tenant or otherwise transferred by Tenant, except in
connection  with any transfer permissible pursuant to the terms of ARTICLE 11 of
                                                                   ----------
this  Lease.

     4.6     Incorporation  of  Lease  Provisions.  The provisions of this Lease
             ------------------------------------
with  regard to the Premises, to the extent applicable and not inconsistent with
the  provisions  of this ARTICLE 4, shall be deemed to apply to the Storage Area
                         ---------
as  though  the  Storage  Area is part of the Premises, and as though the Annual
Storage  Rent  is  part  of  the  Base  Rent.

                                    ARTICLE 5

                                 USE OF PREMISES

     5.1     Permitted  Use.  Tenant  shall  use the Premises solely for general
             --------------
office  purposes  as  herein provided and, also, for any other legally permitted
use  which  is  consistent  with  the  character  of  the  Project  (i.e.,  as a
first-class  office  building  project),  and  Tenant  shall  not  use  or


                                      -21-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
permit  the  Premises  to  be  used for any other purpose or purposes whatsoever
without  the  prior  written  consent  of  Landlord,  which consent Landlord may
withhold in its sole discretion.  Except when and where Tenant's right of access
is specifically excluded in this Lease, Tenant shall have the right of access to
the  Premises,  Storage  Area,  all  Building Common Area and all Project Common
Area, including the Parking Structure, twenty-four (24) hours per day, seven (7)
days  per  week,  during the Lease Term.  Tenant shall have the right to use the
ground floor of the Premises to service drive-in claims.  Landlord hereby agrees
that,  (i)  during  the  Lease  Term, as required by and subject to the terms of
SECTION 19.27, below, Landlord shall comply with all laws, statutes, ordinances,
-------------
building  codes  and governmental regulations, all covenants and restrictions of
record  applicable  to  the  Project,  and  (ii)  during the Lease Term, and any
Renewal  Term,  all  requirements  of Landlord's insurance carriers covering the
Project  will  permit  Tenant  to use and occupy the Premises for general office
purposes.

     5.2     Prohibited  Uses.  Tenant  further covenants and agrees that Tenant
             ----------------
shall not use, or suffer or permit any person or persons to use, the Premises or
any  part thereof for any use or purpose contrary to the provisions of the Rules
and  Regulations set forth in EXHIBIT E, attached hereto, or in violation of the
                              ---------
laws  of  the  United  States  of  America,  the  State  of  California,  or the
ordinances,  regulations  or  requirements  of  the  local,  municipal or county
governing body or other lawful authorities or quasi-governmental agencies having
jurisdiction  over  the  Project,  including, without limitation, any such laws,
ordinances,  regulations  or  requirements  relating to "Hazardous Material", as
that  term  is  defined  in  SECTION  19.25.4 below.  Landlord agrees that, with
                             ----------------
respect  to  the  space  on  the  ground floor of the Building currently used by
retail  tenants, Landlord shall use commercially reasonable efforts to keep such
space occupied by tenants in similar retail businesses during the Lease Term and
any  Renewal  Option  Term.

     5.3     CC&Rs.  Tenant  agrees  to  subordinate  this Lease to the terms of
             ------
that  certain  "Declaration and Agreement Establishing Covenants, Conditions and
Restrictions and Grants of Easements" (as and to the extent amended from time to
time,  the "CC&RS") attached hereto as EXHIBIT P, which CC&Rs may be recorded on
                                       ---------
the  Property after the date hereof.  To evidence Tenant's subordination of this
Lease  to  the CC&Rs, Tenant shall execute and deliver to Landlord, concurrently
herewith,  a "Subordination Agreement" in the form attached hereto as EXHIBIT Q.
                                                                      ---------
Landlord  covenants  and  agrees  that  the provisions of the CC&Rs and Tenant's
subordination thereto under the terms of the Subordination Agreement referred to
below,  may  never  be  construed  in  a manner that would materially impair (i)
Tenant's  use  of  the  Premises  or  (ii)  the exercise by Tenant of the rights
conferred upon Tenant pursuant to the terms of this Lease, or that would include
in  Operating  Expenses  pursuant  to Section 3.3.4(ix) any "costs, expenses and
amounts"  falling  within  the  definition  of  "Common  Expenses"  in the CC&Rs
(including  administrative  fees),  that  would otherwise not be included in (or
would  be  expressly  excluded  from) Operating Expenses under the provisions of
Section  3.3  hereof.  Tenant  agrees  that Landlord may, without Tenant's prior
consent,  modify  the terms of the CC&Rs without affecting Tenant's agreement to
subordinate  this Lease thereto, so long as such modifications do not materially
and  adversely affect Tenant's rights or obligations under this Lease. Except as
aforesaid,  Landlord  may  modify  the  CC&Rs  only  with Tenant's prior written
consent,  which  shall  not be unreasonably withheld, conditioned or delayed and
which  shall  be  deemed to have been given by Tenant to Landlord if Tenant does
not  respond to Landlord's request for consent within fifteen (15) business days
after  Landlord's  delivery  of  such  request  to  Tenant.


                                      -22-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                    ARTICLE 6

                 MAINTENANCE, REPAIRS, ADDITIONS AND ALTERATIONS

     6.1  Repairs.
          -------

          6.1.1     Duties  to  Repair.  The  construction  of  the  tenant
                    ------------------
improvements  to  the Premises shall be governed by the terms of the Tenant Work
Letter  and  not the terms of this ARTICLE 6.  Except as provided in ARTICLES 8,
                                   ---------                         -----------
13  AND  19,  Landlord shall maintain and repair the Building, the Common Areas,
-----------
and  the "Parking Structure," as that term is defined in SECTION 1.2.  All costs
                                                         -----------
incurred  by Landlord in performing such maintenance and repairs pursuant to the
terms  of  this  SECTION 6.1.1 (but not including the "Premises Obligations") as
                 -------------
that  term  is  defined  below)  shall  be included in Operating Expenses to the
extent  permitted  under  the  terms of ARTICLE 3 of this Lease.  Landlord shall
                                        ---------
also  maintain  and  repair  the Tenant Improvements (as that term is defined in
SECTION  2.1  of  the  Tenant  Work Letter) and the Alterations (as that term is
------------
defined  in  SECTION  6.2  hereof)  (the  maintenance  and  repair of the Tenant
             ------------
Improvements and the Alterations being collectively referred to as the "PREMISES
OBLIGATIONS").  Costs  incurred  by  Landlord  in  connection  with the Premises
Obligations  shall  not  be  included in Operating Expenses, but shall be billed
directly to Tenant as Additional Rent, and paid by Tenant to Landlord concurrent
with  the  next  payment  of  Base  Rent  due hereunder.  Landlord may enter the
Premises  at  all reasonable times to perform its Premises Obligations, and when
reasonably  required,  to perform  maintenance and repairs to other parts of the
Project  or to any equipment located in the Project, as Landlord shall desire or
deem  necessary,  or  as  Landlord  may  be  required  to  do by governmental or
quasi-governmental  authority  or  court  order or decree; provided that, in any
event,  Landlord  shall  use commercially reasonable efforts to perform any such
work  other  than  during  "Building  Hours,"  as  that term is defined below in
SECTION 10.1.1.  Subject to SECTION 6.1.2, Tenant hereby waives and releases its
      --------              -------------
right  to make repairs at Landlord's expense under SECTIONS 1941 and 1942 of the
                                                   -------------     ----
California  Civil  Code  or  under any similar law, statute, or ordinance now or
hereafter  in  effect.

          6.1.2     Tenant's  Right  to  Make  Repairs.
                    ----------------------------------

               6.1.2.1     Tenant's  Actions.  If  Tenant  provides  notice  to
                           -----------------
Landlord  of an event or circumstance which requires the action of Landlord with
respect to an obligation of Landlord under the terms of SECTION 6.1.1 or 10.1 of
                                                        -------------    ----
this  Lease,  and Landlord fails, within a reasonable time period, to provide or
commence  to  provide  such action as required by the terms of this Lease, then,
Tenant  may  proceed  to take the required action upon delivery of an additional
ten (10) business days notice to Landlord and any beneficiary of a trust deed or
other  similar  instrument  encumbering  the  Building  or ground lessor under a
ground  lease  encumbering  the  Building (collectively, the "LENDER") (provided
that  Tenant  has been given the name and address of any such Lender) specifying
that  Tenant  is  taking  such  required action, and if such action was required
under  the  terms of SECTION 6.1.1 or 10.1 of this Lease to be taken by Landlord
                     -------------    ----
(and  if  such  action  does  not  relate  to  the  Premises Obligations), then,
notwithstanding  the  provisions  of  SECTION  7.1,  Tenant shall be entitled to
                                      ------------
prompt  reimbursement  by  Landlord of Tenant's reasonable costs and expenses in
taking  such action, and such costs and expenses actually reimbursed by Landlord
shall,  notwithstanding  anything  to  the  contrary set forth in this Lease, be


                                      -23-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
included  in  Operating  Expenses.  If  such  action  relates  to  the  Premises
Obligations, Tenant shall, notwithstanding anything to the contrary set forth in
this  Lease, not be entitled to reimbursement by Landlord of Tenant's reasonable
costs  and expenses in taking such action, but such costs and expenses shall not
be  included in Operating Expenses.  Notwithstanding the foregoing, in the event
of  an  "Emergency  Condition,"  as  that  term is defined below in this SECTION
                                                                         -------
6.1.2.1,  Tenant shall immediately notify Landlord and Lender, either in writing
-------
or  orally  with  an  immediate  follow-up  notice in writing, that an Emergency
Condition  exists.  If  an Emergency Condition exists and Tenant has so notified
Landlord,  but  Landlord fails to initiate the required remedial action within a
reasonable  period of time and fails to continuously work to correct or commence
to  correct  the  Emergency Condition, then Tenant shall have the right, but not
the  obligation,  to  initiate such remedial action itself.  In the event Tenant
takes  such  action,  whether  or not an Emergency Condition, and such work will
affect  the  Systems  and  Equipment,  structure  of  the  Building  or exterior
appearance  of  the  Building,  Tenant  shall use only those contractors used by
Landlord  in the Building for such work unless such contractors are unwilling or
unable  to  perform such work, in which event Tenant may utilize the services of
any  other  qualified  contractor  which normally and regularly performs similar
work  in  the Comparable Buildings.  The term "Emergency Condition" shall mean a
condition  or  circumstance,  the  repair  of which is Landlord's responsibility
under SECTION 6.1.1 or 10.1 of this Lease, and the correction of which would not
      -------------    ----
require governmental approval or permits and which, if not repaired immediately,
would either (i) cause an imminent risk of personal injury to Tenant's employees
or  customers,  or  (ii)  result  in  significant  damage  to Tenant's property.

               6.1.2.2     Payment  of  Costs.  If  Landlord  does not deliver a
                           ------------------
detailed  written  objection to Tenant, within thirty (30) days after receipt of
an  invoice by Tenant of its costs of taking action for which Tenant is entitled
to  be  reimbursed  by  Landlord  under SECTION 6.1.2.1, above, and which Tenant
                                        ---------------
claims  should have been taken by Landlord, and if such invoice from Tenant sets
forth  a  reasonably  particularized  breakdown  of  its  costs  and expenses in
connection  with taking such action on behalf of Landlord, then, notwithstanding
the  provisions  of  SECTION  7.1,  Tenant shall be entitled to deduct from Rent
                     ------------
payable  by  Tenant  under  this  Lease  the  amount  set forth in such invoice,
provided  that  the  total  amount  of  such  credit shall be amortized over the
remaining  Lease  Term,  with interest on the unamortized portion of such amount
accruing  at the Interest Rate.  If, however, Landlord delivers to Tenant within
thirty  (30)  days after receipt of Tenant's invoice, a written objection to the
payment  of such invoice, setting forth with reasonable particularity Landlord's
reasons  for its claim that (i) such action did not have to be taken by Landlord
pursuant  to  the  terms  of  this  Lease,  (ii)  Tenant  is  not  entitled  to
reimbursement  under  SECTION  6.1.2.1,  or  (iii) the charges are excessive (in
                      ----------------
which  case  Landlord  shall  pay  the  amount  it  contends would not have been
excessive),  then  Tenant shall not be entitled to such deduction from Rent (and
shall  repay  to Landlord any such amounts previously deducted), but as Tenant's
sole  remedy,  Tenant  may  proceed to institute arbitration proceedings against
Landlord pursuant to SECTION 19.41 of this Lease to collect the amount set forth
                     -------------
in  the  subject  invoice.  To  the extent Tenant appropriately deducts any sums
from Rent under this SECTION 6.1.2, and if such sums, had the same been expended
                     -------------
by Landlord, been includable in Operating Expenses pursuant to the terms of this
Lease  (the  "INCLUDABLE  DEDUCTED  SUMS"),  then  the amount of such Includable
Deducted  Sums  shall  be  included  in  Operating  Expenses.


                                      -24-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          6.1.3     Telecommunications  Risers.  Upon  the expiration or earlier
                    --------------------------
termination  of the Lease Term, provided the same is requested by Landlord prior
to  Tenant  having vacated the Premises, Tenant shall, at Tenant's sole cost and
expense,  remove  the telecommunications cabling located and installed by Tenant
or its agents on the floors of Tenant's Premises and in the riser closets of the
Building  (collectively,  the  "RISER AREAS") and shall repair any damage to the
Premises, Building and/or the systems of the Building, at Tenant's sole cost and
expense, resulting from such removal by Tenant.  Landlord shall, as an Operating
Expense for the Building or the Project, as the case may be, maintain and repair
the Riser Areas and the conduit (excluding the lines or cabling located therein)
installed  in  the  Riser  Areas  and  the  Project Common Area by Landlord, and
Landlord  shall  have  access  to  the  Riser  Areas  in  order  to satisfy such
maintenance  and  repair  responsibilities  and  to  provide  telecommunications
service (including roof top telecommunications services) to other tenants of the
Building  or  third  parties.

     6.2     Alterations  and  Additions.  Tenant  may  make  alterations  and
             ---------------------------
additions to the Premises (collectively, "ALTERATIONS") that will not materially
or  adversely  affect  the Building structure, appearance of the Building or the
Building  Systems  and  Equipment  or other systems or equipment in the Premises
without  Landlord's  consent.  Tenant  shall  give  Landlord  at  least five (5)
business  days  prior notice of such Alterations which do not require Landlord's
consent,  which notice shall be accompanied by reasonably adequate evidence that
such  changes  meet  the  criteria  as set forth above in this SECTION 6.2.  Any
                                                               -----------
Alterations  which  will  materially or adversely affect the Building structure,
appearance  of  the  Building  or  the  Building  Systems and Equipment or other
systems and equipment in the Premises shall require the prior written consent of
Landlord,  which  consent shall be requested by Tenant not less than thirty (30)
days  prior  to  the  commencement  thereof,  and  which  consent  shall  not be
unreasonably  withheld  or  delayed.

     6.3     Manner  of Construction.  When Landlord's consent to Alterations is
             -----------------------
required  as provided in SECTION 6.2, Landlord may impose, as a condition of its
                         -----------
consent  to  any and all Alterations to the Premises or repairs to the Premises,
such  reasonable  requirements  as  Landlord  in  its  sole  discretion may deem
desirable, including, but not limited to the requirements (which may be imposed,
if  at  all, only at the time of Landlord's consent to the Alterations) (i) that
Tenant  utilize  for  such  purposes  only contractors, materials, mechanics and
materialmen  reasonably  approved  by  Landlord,  or  (ii) that Tenant shall, at
Tenant's  expense,  remove  any  and  all Alterations upon the expiration or any
early  termination  of  the Lease Term.  In any event, any contractor performing
mechanical,  electrical,  plumbing,  lifesafety,  sprinkler  or structural work,
shall  be  approved  in  advance  by  Landlord,  which  approval  shall  not  be
unreasonably withheld.  Tenant shall construct such Alterations and perform such
repairs  in  conformance  with  any and all applicable federal, state, county or
municipal  laws,  rules and regulations and pursuant to a valid building permit,
all in conformance with Landlord's construction rules and regulations.  All work
with  respect  to  any Alterations must be done in a good and workmanlike manner
and  diligently  prosecuted  to completion to the end that the Premises shall at
all  times  be  a complete unit except during the period of work.  In performing
the  work  of  any  such  Alterations,  Tenant  shall  have  the


                                      -25-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
work performed in such manner so as not to obstruct access to the Project or any
portion  thereof  by  any other tenant of the Project, and so as not to obstruct
the business of Landlord or other tenants in the  Project, or interfere with the
labor  force working in the  Project.  In addition to Tenant's obligations under
SECTION  19.18  of this Lease, upon completion of any Alterations, Tenant agrees
--------------
to  cause a Notice of Completion to be recorded in the office of the Recorder of
the  County  of Los Angeles in accordance with SECTION 3093 of the Civil Code of
                                               ------------
the  State  of  California or any successor statute, and Tenant shall deliver to
the  Project  management office copies of all applicable permits, lien releases,
and  appropriate architectural certifications, as well as a reproducible copy of
the  "as  built"  drawings  of  the  Alterations.

     6.4     Payment  for  Alterations.  In  the  event  Tenant  orders  any
             -------------------------
Alterations  directly  from  Landlord, the charges for such work shall be deemed
Additional  Rent  under  this  Lease,  payable  within ten (10) business days of
billing  therefor,  either  periodically  during  construction  or  upon  the
substantial  completion  of  such  work,  at  Landlord's option.  If payment for
Alterations  is made by Tenant directly to contractors, Tenant shall comply with
Landlord's  requirements  for final lien releases and waivers in connection with
Tenant's  payment  for  work  to  such  contractors.  If  Tenant orders any work
directly  from  Landlord,  Tenant  shall  pay to Landlord a fee in the amount of
fifteen percent (15%) of the cost of such Alterations to compensate Landlord for
all overhead, general conditions, fees and other costs and expenses arising from
Landlord's  involvement  with  such  work.  With  respect  to  all  Alterations
performed  by  Tenant  requiring  the  prior written consent of Landlord, Tenant
agrees  to  reimburse  Landlord for Landlord's reasonable out-of-pocket expenses
incurred  in  connection  with  Landlord's  review  and  approval  of such work,
provided  that in no event shall such expenses exceed seven and one-half percent
(7  1/2%)  of  the  total  cost  of  such  work.

     6.5     Construction Insurance.  In addition to the requirements of ARTICLE
             ----------------------                                      -------
7  of this Lease, in the event that any "Transferee," as that term is defined in
ARTICLE  11 of this Lease (but not the originally-named Tenant or any Affiliate)
-----------
makes  any  Alterations,  prior  to  the  commencement of such Alterations, such
Transferee  shall  provide Landlord with evidence that it carries "Builder's All
Risk"  insurance  in  an  amount  reasonably  approved  by Landlord covering the
construction  of  such  Alterations,  and  such  other insurance as Landlord may
reasonably  require, it being understood and agreed that all of such Alterations
shall be insured by Landlord pursuant to SECTION 7.2.1 of this Lease.  If Tenant
                                         -------------
does  not  carry such insurance, Tenant shall be deemed to have self-insured for
all  of  the  risks  covered  by  such  insurance, which self-insurance shall be
governed  by  the  terms of SECTION 7.3.5, below.  In addition, Landlord may, in
                            ------------
its  discretion, require such Transferee to obtain a lien and completion bond or
some alternate form of security satisfactory to Landlord in an amount sufficient
to  ensure the lien-free completion of such Alterations and naming Landlord as a
co-obligee.

     6.6     Landlord's  Property.  All Alterations or improvements which may be
             --------------------
installed  or placed in or about the Premises, and all signs installed in, on or
about  the Premises, from time to time, shall be at the sole cost of Tenant and,
upon the expiration or sooner termination of the Lease Term, shall be and become
the property of Landlord.  Notwithstanding the foregoing, upon the expiration or
earlier  termination  of  the  Lease,  Tenant  may  remove  all  of its personal
property,  including,  without  limitation,  the  items  listed on SCHEDULE 5 to
                                                                   ----------
EXHIBIT  C,  and,  additionally,  any  Alterations,  improvements or signs which
---------
Tenant  can  reasonably


                                      -26-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
substantiate to Landlord were not paid for with any tenant improvement allowance
funds  provided to Tenant by Landlord, and provided Tenant repairs any damage to
the  Premises and Building caused by such removal.  Furthermore, if Landlord, as
a  condition  to  Landlord's consent to any Alteration, required that Tenant, at
Landlord's  election,  remove  any  Alteration  upon  the  expiration or earlier
termination  of  the  Lease  Term,  and  with respect to any "Tenant Improvement
Removal  Items,"  as  that  term  is  defined  in SECTION 2.1 of the Tenant Work
                                                  -----------
Letter,  Landlord  may,  by  written  notice to Tenant at least thirty (30) days
prior  to  the  end  of  the  Lease Term, or given concurrently with any earlier
notice  of  termination  of  this Lease, require Tenant, at Tenant's expense, to
remove  such  Alterations  or Tenant Improvement Removal Items and to repair any
damage  to the Premises and Building caused by such removal.  If Tenant fails to
complete  such  removal and/or to repair any damage caused by the removal of any
Alterations,  Landlord  may  do  so  and  may charge the cost thereof to Tenant.

     6.7     Additional  Costs.  To  the  extent  that,  as  a  result  of  any
             -----------------
Alterations,  the real estate taxes payable with respect to the Building, or the
net  cost of insurance (required to be carried by Landlord pursuant to the terms
of  this  Lease), are increased, Tenant shall pay to Landlord as Additional Rent
one  hundred  percent  (100%)  of  any  such increase in cost; provided, that if
Tenant  rejects  Landlord's  assertion,  as Landlord's sole remedy, Landlord may
proceed  to institute arbitration proceedings against Tenant pursuant to SECTION
                                                                         -------
19.41 of this Lease to collect the amount of such claimed increase in Landlord's
-----
cost  of  real  estate  taxes  and/or  insurance.

                                    ARTICLE 7

                                    INSURANCE

     7.1     Indemnification  and  Waiver.  To the extent not prohibited by law,
             ----------------------------
Landlord,  its  partners,  subpartners  and  their  respective officers, agents,
servants,  employees,  and  independent  contractors  (collectively,  "LANDLORD
PARTIES")  shall  not  be  liable  for,  and  are  hereby  released  from  any
responsibility  for,  any  damage either to person or property or resulting from
the loss of use thereof, which damage is sustained by Tenant or by other persons
claiming  through  Tenant  due  to  the  Project  (including claims for worker's
compensation  of  Tenant's  employees)  or any part thereof or any appurtenances
thereof  needing  repair  (including  any  improvements, materials, or equipment
relating to telephone or telecommunication systems), or due to the occurrence of
any  accident  or event in or about the Project, or due to any act or neglect of
any  tenant  or occupant of the Project, including the Premises, or of any other
person.  The  provisions  of  this SECTION 7.1 shall apply particularly, but not
                                   -----------
exclusively,  to  damage caused by gas, electricity, steam, sewage, sewer gas or
odors,  fire, water or by the bursting or leaking of pipes, faucets, sprinklers,
plumbing  fixtures  and  windows,  and shall apply without distinction as to the
person  whose  act  or  neglect  was  responsible for the damage and whether the
damage  was  due  to  any of the causes specifically enumerated above or to some
other  cause  of  an  entirely different nature.  Tenant further agrees that all
personal property upon the Project shall be at the risk of Tenant only, and that
Landlord  shall  not  be liable for any loss or damage thereto or theft thereof.
Except  as  hereinafter  provided,  Tenant shall indemnify, defend, protect, and
hold  harmless  Landlord  and  the Landlord Parties from any and all loss, cost,
damage,  expense  and  liability  (including  without limitation court costs and
reasonable  attorneys'  fees)  incurred  in  connection with or arising from any
cause  in  the  Premises,  including,  without  limiting  the  generality of the
foregoing:  (i) any default by Tenant in the observance or performance of any of
the terms, covenants or conditions of this Lease on Tenant's part to be observed
or performed; (ii) the use or occupancy of the Premises by Tenant, its partners,
subpartners  and  their  respective  officers,


                                      -27-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
agents, servants, employees, and independent contractors, or any person claiming
by,  through  or  under  Tenant  (collectively,  "TENANT  PARTIES");  (iii)  the
condition  of  the  Premises or any occurrence or happening on the Premises from
any cause whatsoever; (iv) any acts, omissions or negligence of Tenant or of any
person  claiming  by,  through  or  under Tenant, or of the contractors, agents,
servants,  employees, visitors or licensees of Tenant or any such person, in, on
or  about  the  Premises  or  the Project, either prior to, during, or after the
expiration  of  the  Lease  Term;  (v)  Tenant's  installation,  maintenance  or
operation  of  its  own  security system for the Premises (which Tenant shall be
entitled  to install subject to the terms of SECTION 10.1.7) and/or for Tenant's
                                             --------------
"tie-in"  of  the  security system for the Premises into the Building's security
system;  and (vi) Tenant's maintenance and repairs performed pursuant to SECTION
                                                                         -------
6.1.2  of  this Lease, except as therein is expressly provided.  Notwithstanding
-----
the  foregoing,  Tenant  shall  not  be  required to indemnify and hold Landlord
and/or  the  Landlord Parties harmless from any loss, cost, liability, damage or
expense,  including,  but  not  limited to, penalties, fines, attorneys' fees or
costs  (collectively, "CLAIMS"): (i) to any person, property or entity resulting
from  the  negligence or willful misconduct of Landlord or its agents, servants,
employees or licensees, in connection with Landlord's activities in the Building
(except  for  damage  to the Tenant Improvements and Tenant's personal property,
fixtures,  furniture  and  equipment  in  the Premises), or the Project, or (ii)
resulting  from  damage  to  the structure of the Building or to the Systems and
Equipment  which damage is covered by the insurance policies carried by Landlord
or  required  to  be  carried  by  Landlord with respect to the Project (and not
within  the  amount  of  any  deductible permitted pursuant to SECTION 7.2.1 and
                                                               -------------
required to be paid under any such policy), or (iii) results from any default by
Landlord  in  the  observance  or  performance of any of the terms, covenants or
conditions  of  this  Lease  on Landlord's part to be observed or performed; and
Landlord  hereby  so indemnifies and holds Tenant harmless from any such Claims;
provided  further that because Landlord is required to maintain insurance on the
Building  and Tenant compensates Landlord for such insurance as part of Tenant's
Share  of Direct Expenses and because of the existence of waivers of subrogation
set  forth  in  SECTION 7.4 of this Lease, Landlord hereby indemnifies and holds
                -----------
Tenant  harmless  from any Claims to any property outside of the Premises or the
Common  Areas  (including  the  Parking Structure) to the extent such Claims are
covered  by insurance required to be carried by Landlord, even if resulting from
the  negligent  acts,  omissions or willful misconduct of Tenant or those of its
agents,  contractors, servants, employees or licensees.  Similarly, since Tenant
must  carry  insurance pursuant to this ARTICLE 7 to cover its personal property
                                        ---------
within  the Premises, Tenant hereby indemnifies and holds Landlord harmless from
any  Claims  with  respect  to  property within the Premises, to the extent such
Claims  are required to be covered by such insurance, even if resulting from the
negligent  acts,  omissions  or  willful  misconduct of Landlord or those of its
agents,  contractors,  servants, employees or licensees.  The provisions of this
SECTION  7.1  shall  survive  the expiration or sooner termination of this Lease
------------
with  respect  to  any  claims or liability arising in connection with any event
occurring  prior  to such expiration or termination. Notwithstanding anything to
the  contrary  contained  in  this Lease, nothing in this Lease shall impose any
obligations  on  Tenant  or  Landlord  to be responsible or liable for, and each
hereby  releases  the  other from, all liability for consequential damages other
than  those  consequential damages incurred by Landlord in connection with (i) a
holdover  of  the Premises by Tenant after the expiration or earlier termination
of  this  Lease,  as  more  particularly  provided  in  SECTION  19.7  of  this
                                                        ------
Lease,  (ii)  Tenant's  use  or  storage  of  "Hazardous  Materials,"  as  that
term  is defined in SECTION 19.25.4, below, (iii) Tenant's use of the rights set
                    ---------------
forth  in SECTION 6.1.2, above; or (iv) Tenant's breach of the terms of SECTIONS
          -------------                                                 --------
19.1  or  19.11  of  this  Lease.
----      -----


                                      -28-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     7.2     Landlord's  Insurance.  From  and after the Lease Commencement Date
             ---------------------
and  throughout the Lease Term, Landlord shall maintain in full force and effect
the  policies  of  insurance  set  forth  below in SECTIONS 7.2.1 THROUGH 7.2.3.
                                                   ----------------------------

          7.2.1     Landlord's  Fire  and  Casualty  Insurance.  Property damage
                    ------------------------------------------
insurance  covering  the  Building  (including the Systems and Equipment and the
Building  telecommunications  riser  system),  the Parking Structure, the Tenant
Improvements  and the Alterations (but excluding Tenant's personal property) and
all  other improvements in and about the Common Areas in which Landlord may have
an  insurable interest, providing protection against all risks of physical loss,
inclusive  of  standard  fire  and  extended  coverage  insurance,  including
endorsements  against  vandalism,  malicious  mischief  and  other  perils,  but
excluding,  except  as  set  forth  below in SECTION 7.2.3, endorsements against
                                             -------------
earthquake,  all  in  amounts  not less than one hundred percent (100%) of their
full  replacement  cost  valuation  from time to time during the Lease Term with
deductible  amounts  which shall not be in excess of the commercially reasonable
deductibles  under  insurance  policies  as  are  carried, generally, by prudent
landlords  of  Comparable  Buildings.  Landlord's  obligation  to  insure  the
Alterations  shall commence only after thirty (30) days prior notice from Tenant
setting  forth a list of the Alterations to be insured.  Landlord's policy shall
contain  at least twelve (12) months of "rental income loss" coverage payable in
instances  in  which  Tenant  is entitled to Rent abatement hereunder, and shall
include  (i)  an  "extended coverage" endorsement, (ii) a "building laws" and/or
"law and ordinance" coverage endorsement (which endorsement may, notwithstanding
the  foregoing  provisions  of  this  SECTION  7.2.1,  contain  a  commercially
                                      --------------
reasonable  sublimit)  that  covers  "costs  of demolition," "increased costs of
construction"  due  to changes in building codes and "contingent liability" with
respect  to  undamaged  portions  of  the  Building,  and  (iii)  an "earthquake
sprinkler  leakage"  endorsement,  with  each  such  endorsement to be of a kind
required  by Landlord or by Lender to assist Landlord in funding its obligations
under  this  Lease to repair and restore the Building (including the Systems and
Equipment),  the Parking Structure, the Tenant Improvements, the Alterations and
the  Common  Areas.  Such  policy  shall  also  contain  a  "stipulated  value"
endorsement  deleting  any co-insurance provisions.  In addition, Landlord shall
maintain  "boiler  machinery" coverage (and a joint loss agreement if the boiler
machinery  coverage  is  issued  by a different insurance company than the basic
property  insurance).

          7.2.2     General  Liability  Insurance.  Comprehensive  general
                    -----------------------------
liability  insurance  for bodily injury and property damage, adequate to protect
Landlord  and  all  additional insureds against liability for (i) the actions of
Landlord  and Landlord's agents, employees and contractors and (ii) injury to or
death  of  any one or more persons in an occurrence, and for damage to property,
arising  in  connection with the (a) construction or alteration of the Building,
the  Parking  Structure  and  all  improvements in and about the Building Common
Areas,  (b)  the  use,  operation  or  condition of the Common Areas, or (c) the
condition  of the Premises unrelated to Tenant's use. Such insurance shall be in
an  amount of not less than Ten Million Dollars ($10,000,000.00) Combined Single
Limit,  which  amount shall be increased throughout the Lease Term to the extent
of  such  coverage customarily carried by landlords of Comparable Buildings, and
which  shall  insure  against  any  and  all  liability  of
the  insured  as  aforesaid.

          7.2.3     Earthquake  Coverage.
                    --------------------


                                      -29-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
               7.2.3.1  Landlord  Required Earthquake Insurance.  Subject to the
                        ---------------------------------------
terms  of  SECTION 7.2.3.3, below, Landlord shall, at all times during the Lease
           ---------------
Term,  maintain difference in conditions insurance providing earthquake coverage
in  an  amount  at least equal to the "Minimum Coverage Amount," as that term is
defined  below  in  this  SECTION  7.2.3.1,  which  insurance  (the  "EARTHQUAKE
                          -----------------
INSURANCE")  (i)  is in a coverage amount equal to at least thirty percent (30%)
of  the  "Replacement Cost", as that term is defined below, and which covers the
Building  and the Tenant Improvements (but excluding Tenant's personal property)
(the  aggregate  estimated  replacement  cost  of  the  Building  and  Tenant
Improvements  shall  be  known  as  the  "REPLACEMENT  COST"),  and  (ii)  has a
deductible  equal  the  lessor  of  (A)  ten  percent  (10.0%)  (the "DEDUCTIBLE
PERCENTAGE")  of  the  Replacement Cost, or (B) $2,000,000.00.  The requirements
set  forth  in items (i) and (ii), above, are referred to herein as the "Minimum
Coverage  Amount."  Notwithstanding  anything  to the contrary set forth in this
Section 7.2.3, the Minimum Coverage Amount may be satisfied by Landlord carrying
a  single  building policy wherein Replacement Cost, for purposes of calculating
the  coverage  amount and deductible, only relates to the Building, or a blanket
policy,  wherein  Replacement  Cost,  for  purposes  of calculating the coverage
amount  and deductible, relates to all of the structures covered by such policy.

               7.2.3.2     Self-Insurance.  At  such times during the Lease Term
                           --------------
that  Landlord satisfies the "Net Worth Amount" and "Liquidity Amount," as those
terms  are  defined  in  Section  7.3.5.2,  below, (collectively, the "FINANCIAL
                         ----------------
REQUIREMENTS")Landlord  shall  have  the right to self-insure the requirement of
this  SECTION  7.2.3 (the  "EARTHQUAKE  SELF-INSURANCE").
      --------------

               7.2.3.3  Self-Insurance  Gross-Up.  In  any  Expense  Year during
                        ------------------------
which  Landlord  elects  the  Earthquake Self-Insurance, as set forth in SECTION
                                                                         -------
7.2.3.2,  above,  at  Landlord's election, Direct Expenses for such Expense Year
------
shall  be  deemed  to be increased by an amount equal to what a Minimum Coverage
Amount  earthquake  policy  would have cost Landlord during the first Lease Year
(even  in  the event Landlord carried Earthquake Insurance in a greater coverage
amount  than  the  Minimum  Coverage  Amount  during such first Lease Year) (the
"SELF-INSURANCE  GROSS-UP").  If  Landlord  elects the Earthquake Self-Insurance
during  only a portion of a particular Expense Year, the Self-Insurance Gross-Up
for  such  Expense  Year  shall be prorated based on the portion of such Expense
Year  that  Landlord  elected  the Earthquake Self-Insurance.  By way of example
only,  which  example  in  no  way  modifies  the  foregoing  if,  but  for  the
Self-Insurance  Gross-Up, Direct Expenses in the fifth Lease Year would be $9.00
per  square foot; if the annual Direct Expense Allowance is $8.00; and if during
that  Lease Year the Landlord incurred no costs for Earthquake Insurance because
it was entitled to self-insure the same; and if the premium paid by Landlord for
the  Minimum  Coverage  Amount  during  the first Lease Year was $.25 per square
foot,  then,  Tenant's  Share  of  the Annual Direct Expenses that year would be
grossed-up  to  $1.25  per  square  foot.

          7.2.4     Availability  of  Landlord's  Insurance.  Notwithstanding
                    ---------------------------------------
anything to the contrary set forth in this Lease, Landlord shall not be required
to  maintain  all  or  any portion of any insurance coverage required under this
SECTION  7.2,  including any endorsements thereto and/or the "Best's Rating," as
------------
that  term  is  defined  in SECTION 7.3.5 below (all or any portion of the items
                            -------------
described  above  to  be  known as a "COVERAGE ITEM") to the extent the Coverage
Item  is  not  commercially  available,  or  is  not available at a commercially
reasonable  cost;  provided  that  a  Coverage  Item  shall  be deemed to be not
commercially available, or not available at a commercially reasonable cost, only
if  most  of  the  landlords  of  the Comparable Buildings are not carrying such
Coverage  Item.


                                      -30-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          7.2.5     Other  Terms.  Additionally,  at  the  option  of  Landlord,
                    ------------
Landlord's insurance policies may include one or more loss payee endorsements in
favor of the Lender.  Notwithstanding anything to the contrary contained in this
Lease,  Landlord  and  Tenant  hereby  agree that the premiums for all insurance
maintained  by Landlord from and after the Lease Commencement Date in connection
with  the  terms  of  SECTION  7.2.1  THROUGH 7.2.2, above shall be deemed to be
                      -----------------------------
Operating Expenses under this Lease.  Upon inquiry by Tenant, from time to time,
Landlord  shall inform Tenant of such coverage carried by Landlord.  The minimum
limits of policies of insurance required of Landlord under the Lease shall limit
the  liability  of  Landlord  under this Lease with respect to claims covered by
such insurance.  The insurance obtained by Landlord pursuant to this SECTION 7.2
                                                                     -----------
shall:  (i)  specifically  cover the indemnification liability of Landlord under
SECTION  7.1  of this Lease; (ii) be issued by an insurance company (in the case
------------
of the Earthquake Insurance, only the lead insurance company) having a rating of
not  less  than  A-X in Best's Insurance Guide (the "BEST'S RATING") or which is
otherwise  reasonably  acceptable  to  Tenant and licensed to do business in the
State  of  California; (iii) be primary insurance (with respect to the insurance
described  in  SECTION  7.2.1  and  7.2.3 above) as to all claims thereunder and
               --------------       -----
provide  that  any  such  insurance  carried  by  Tenant  is  excess  and  is
non-contributing  with  any  such  insurance  requirement  of Landlord; and (iv)
provide that said insurance shall not be canceled or coverage materially reduced
unless  thirty  (30)  days'  prior notice shall have been given to Tenant.  With
respect to the insurance described in SECTION 7.2.2, Tenant shall be named as an
                                      -------------
additional  insured.  With  respect to the insurance described in SECTION 7.2.1,
                                                                  -------------
Tenant  shall  be  named  as  an  additional insured as its interests pertain to
solely  any  improvement  or  betterment  to  the physical realty.  Tenant shall
neither  use  the Premises nor permit the Premises to be used or acts to be done
therein  which  will (a) increase the premium of any insurance described in this
SECTION  7.2;  (b)  cause  a  cancellation  of  or  be in conflict with any such
------------
insurance  policies;  or  (c) result in a refusal by insurance companies of good
standing  to insure the Building in amounts reasonably satisfactory to Landlord,
provided,  however,  that  Tenant  shall  at  all  times be permitted to use the
Premises  for  the  uses  permitted  by  ARTICLE  5  of this Lease without being
                                         ----------
required  to pay any insurance premiums for Landlord's insurance attributable to
such  use.  Tenant shall, at Tenant's expense, comply with all insurance company
requirements  pertaining  to  the  use  of  the  Premises  which  uses  are  not
inconsistent  with  the uses permitted by Article 5.  If Tenant's conduct or use
of  the  Premises  causes  any  increase in the premium for Landlord's insurance
policies  and  such  conduct or use is not permitted by the terms of this Lease,
then  Tenant  shall  reimburse  Landlord  for  any  such  increase.

     7.3     Tenant's  Insurance.  Tenant shall maintain the following coverages
             -------------------
in  the  following  amounts.

          7.3.1     General  Liability  Insurance.  Comprehensive  General
                    -----------------------------
Liability  Insurance  covering  the  insured  against  claims  of bodily injury,
personal  injury and property damage arising out of Tenant's operations, assumed
liabilities or use of the Premises, including a Broad Form Comprehensive General
Liability  endorsement  covering  the  insuring provisions of this Lease and the
performance  by  Tenant  of the indemnity agreements set forth in SECTION 7.1 of
                                                                  -----------


                                      -31-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
this  Lease,  for  limits  of  liability  not  less  than:

     Bodily Injury and               $10,000,000 each occurrence
     Property Damage Liability       $10,000,000 annual aggregate
                                     $10,000,000 each occurrence
     Personal Injury Liability       $10,000,000 annual aggregate
                                     0% Insured's participation

     The  annual  aggregate  amounts  set  forth above shall apply solely to the
Premises.

          7.3.2     Property  Damage  Insurance.  Physical  Damage  Insurance
                    ---------------------------
covering all office furniture, trade fixtures, office equipment, merchandise and
all  other  items  of Tenant's property on the Premises installed by, for, or at
the  expense  of  Tenant,  including "boiler machinery coverage" as necessary to
cover  any applicable property of Tenant.  Such insurance shall be written on an
"all  risks"  of  physical  loss  or damage basis, for the full replacement cost
value  (subject  to  reasonable  deductible  amounts)  new without deduction for
depreciation  of  the  covered  items  and in amounts that meet any co-insurance
clauses of the policies of insurance and shall include a vandalism and malicious
mischief  endorsement,  sprinkler  leakage  coverage  and  earthquake  sprinkler
leakage  coverage.

          7.3.3     Workers'  Compensation Insurance.  Workers' compensation and
                    --------------------------------
employer's  liability  insurance  as  required  by  law.

          7.3.4     Business Property Insurance.  Business Property Insurance in
                    ---------------------------
the  amount  of  $1,000,000  covering additional expense necessarily incurred to
continue  normal  operations  as  a  result  of  damage to or destruction of the
Premises  or Tenant's personal property therein by perils required to be insured
against  by  Tenant  hereunder.

          7.3.5     Self-Insurance  By  Tenant.
                    --------------------------

               7.3.5.1     The Financial Requirement.  The Tenant or an assignee
                           -------------------------
of  Tenant's  interest  in  this Lease which is permitted pursuant to ARTICLE 11
                                                                      ----------
(each such entity or individual to be known as a "SELF-INSURING PARTY") shall be
entitled  to  self-insure  its  insurance  requirements set forth under SECTIONS
                                                                        --------
7.3.1,  7.3.2  AND  7.3.4  of  this Lease, but only so long as the Self-Insuring
-------------------------
Party  meets  the  "Financial  Requirement,"  as that term is defined in SECTION
                                                                         -------
7.3.5.2,  below.  Any  such self-insurance shall be deemed to contain all of the
-------
terms  and  conditions  applicable to such insurance as required pursuant to the
terms  of  this


                                      -32-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
SECTION  7.3,  including,  without limitation, (i) a full waiver of subrogation,
------------
and  (ii)  formal  claims  adjustment, investigation and legal defense programs.
Any  such  self-insurance shall additionally be deemed to provide "first-dollar"
legal  defense.

               7.3.5.2     Satisfaction  of the Financial Requirement.  In order
                           ------------------------------------------
to  satisfy  the  "Financial  Requirement,"  the  Self-Insuring  Party  shall,
concurrently with a notice (the "SELF-INSURANCE NOTICE") to Landlord electing to
self-insure,  provide  Landlord  with  a  consolidated  balance  sheet  for  the
Self-Insuring  Party  and  the  subsidiaries of the Self-Insuring Party that are
"controlled"  (as  that  term  is  defined in SECTION 11.5 of this Lease) by the
                                              ------------
Self-Insuring  Party,  as  set  forth  in  the  Self-Insuring  Party's  publicly
available  annual report for the Self-Insuring Party's fiscal year most recently
ended  prior  to  the  date of the Self-Insurance Notice to Landlord, and as set
forth  in  the Self-Insuring Party's publicly available quarterly report for the
quarter  of  the  Self-Insuring Party's fiscal year most recently ended prior to
the  date  of the Self-Insuring Party's delivery of the Self-Insurance Notice to
Landlord,  which  provides that the Self-Insuring Party's "stockholder's equity"
is  at  least $100,000,000 (the "NET WORTH AMOUNT"), and that the value of cash,
                                 ------------------
cash equivalents and marketable securities held by the Self-Insuring Party is at
least  $50,000,000  (the "LIQUIDITY AMOUNT").  If the Self-Insuring Party at any
                          ----------------
time  does  not  satisfy  the Financial Requirement, it shall immediately notify
Landlord of the same.  Furthermore, if the Self-Insuring Party fails to meet the
Financial  Requirements, it shall immediately supply Landlord with the insurance
policies  required  under  SECTIONS  7.3.1 AND 7.3.2 of this Lease in compliance
                           -------------------------
with  the  terms  of  this  ARTICLE  7.
                            ----------

          7.3.6     Form  of  Policies.  The  minimum  limits  of  policies  of
                    ------------------
insurance  required  of  Tenant  under  this  Lease shall limit the liability of
Tenant  under  this  Lease  with  respect  to  claims covered by such insurance.
Tenant's  insurance  required  under this Lease shall (i) name Landlord, and any
other  party  it so specifies, as an additional insured; (ii) specifically cover
the liability assumed by Tenant under this Lease, including, but not limited to,
Tenant's  obligations  under  SECTION  7.1  of this Lease; (iii) be issued by an
                              ------------
insurance company having a rating of not less than A-X in Best's Insurance Guide
or  which is otherwise acceptable to Landlord and licensed to do business in the
State  of  California;  (iv) be primary insurance (with respect to the insurance
described  in  SECTION 7.3.1 above) as to all claims thereunder and provide that
               -------------
any  insurance  carried  by  Landlord is excess and is non-contributing with any
insurance  requirement  of Tenant; and (v) provide that said insurance shall not
be  canceled  or  coverage  materially  reduced  unless  thirty (30) days' prior
written  notice shall have been given to Landlord and any mortgagee of Landlord.
Tenant shall deliver said policy or policies or certificates thereof, along with
proof  of payment of premium, or an indication that Tenant elects to self-insure
pursuant  to SECTION 7.3.5 above to Landlord on or before the Lease Commencement
             -------------
Date  and at least thirty (30) days before the expiration dates thereof.  In the
event  Tenant  shall fail to procure such insurance, or to deliver such policies
or  certificate,  Landlord  may,  at  its  option, procure such policies for the
account  of  Tenant,  and the cost thereof shall be paid to Landlord within five
(5)  days  after  delivery  to  Tenant  of  bills  therefor.

          7.3.7     Additional  Insurance  Obligations.  Tenant  shall carry and
                    ----------------------------------
maintain  during  the  entire  Lease  Term,  at  Tenant's sole cost and expense,
increased  amounts of the insurance required to be carried by Tenant pursuant to
this  ARTICLE  7,  and  such  other  reasonable  types  of
      ----------


                                      -33-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
insurance  coverage  and  in  such  reasonable amounts covering the Premises and
Tenant's  operations  therein,  as  may  be  reasonably  requested  by Landlord,
provided  that  Landlord  may  only  make such request at least ninety (90) days
prior  to the date such increased amount of insurance or other type of insurance
coverage  shall become effective and shall only be entitled to make such request
if such increased coverage is customarily required of multi-floor office tenants
in  the  Comparable  Buildings.

     7.4     Subrogation.  Landlord  and  Tenant  intend  that  their respective
             -----------
property  loss  risks  shall  be borne by insurance carriers to the extent above
provided,  and  Landlord  and  Tenant  hereby  agree to look solely to, and seek
recovery  only  from,  their  respective  insurance  carriers  in the event of a
property  loss  to  the  extent  that  such  coverage  is  agreed to be provided
hereunder, or, if coverage is carried that exceeds what is agreed to be provided
hereunder,  then,  to  the extent of the coverage actually carried.  The parties
each  hereby waive all rights and claims against each other for such losses, and
waive  all  rights  of  subrogation  of their respective insurers, provided such
waivers  of  subrogation  shall  not  affect the right of the insured to recover
thereunder.  The parties agree that their respective insurance policies shall be
endorsed  such  that the waiver of subrogation shall not affect the right of the
insured  to  recover  thereunder,  so  long as no material additional premium is
charged therefor.  If Landlord or Tenant fails to carry the amounts and types of
insurance  required  to  be  carried  pursuant  to ARTICLE 7, in addition to any
                                                   ---------
remedies  Landlord  or  Tenant  may have under this Lease, such failure shall be
deemed  to  be  a  covenant  and  agreement by the parties failing to carry such
insurance  to  self-insure with respect to the type and amount of insurance such
party  so failed to carry, with full waiver of subrogation with respect thereto.

                                    ARTICLE 8

                             DAMAGE AND DESTRUCTION

     8.1  Repair  of  Damage  to  Premises  by  Landlord.
          ----------------------------------------------

          8.1.1     Landlord  Repair  Obligations.  The  terms and provisions of
                    -----------------------------
this ARTICLE 8 shall become applicable only after the "substantial completion of
     ---------
the  Tenant  Improvements," as that term is defined in SECTION 5.3 of the Tenant
                                                       -----------
Work  Letter, for the Initial Premises has occurred.  The terms of SECTIONS 6.1,
                                                                   -------------
10.3.2  AND 19.27 of this Lease shall not apply to a "Casualty," as that term is
-----------------
defined  below  in  this  ARTICLE  8.  Tenant  shall  use  reasonable efforts to
                          ----------
promptly  notify  Landlord  of  any  damage to the Premises resulting from fire,
flood,  earthquake,  windstorm,  or  any  other  acts of God or similar casualty
(collectively,  the  "CASUALTY").  If the Building, the Parking Structure or any
Common  Areas  serving  or  providing access to the Premises shall be damaged by
Casualty  ("DAMAGED  AREA"),  subject  to  Landlord's  and  Tenant's  rights  to
terminate  this Lease or a portion of the Premises as expressly provided in this
ARTICLE  8,  Landlord  shall  be  required,  promptly and diligently, subject to
----------
reasonable  delays  for  insurance adjustment or other matters beyond Landlord's
reasonable control, and subject to all other terms of this ARTICLE 8, to restore
                                                           ---------
the  Building,  the Parking Structure, the Common Areas, the Tenant Improvements
and  those Alterations of which Tenant has notified Landlord pursuant to SECTION
                                                                         -------
7.2.1  (but  excluding any personal property of Tenant).  The restoration of the
-----
Building,  the  Parking Structure, the Common Areas, the Tenant Improvements and
Alterations  shall  be to substantially the same condition as they were in prior
to the Casualty, except for modifications required by zoning, building codes and
other  laws  (the  "USABLE  CONDITION").  In  connection  with  such repairs and
replacements,  Landlord  shall,  prior  to  the  commencement  of  construction,
promptly  submit  to  Tenant,  for  Tenant's review and approval, which approval
shall not unreasonably be withheld or delayed, plans, specifications and working
drawings relating to the Tenant Improvements and Alterations, and Landlord shall
select the contractors, subject to Tenant's reasonable approval, to perform such
tenant  improvement  work.


                                      -34-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          8.1.2     Tenant's  Rent  Abatement  Rights.  Landlord  shall  not  be
                    ---------------------------------
liable  for  any inconvenience or annoyance to Tenant or its visitors, or injury
to  Tenant's business resulting in any way from such Casualty or repair thereof;
provided,  however,  that  if  such  Casualty shall have damaged the Premises or
Common  Areas  necessary  to  Tenant's  occupancy of the Premises, or shall have
resulted  in  the inaccessibility of the Premises, Landlord shall allow Tenant a
proportionate abatement of Base Rent and of Additional Rent, notwithstanding the
terms  of  SECTION 6.1 of this Lease to the contrary, during the time and to the
           -----------
extent (i) the Premises are unfit for occupancy for Tenant's normal business use
as  a  result of the Casualty, (ii) such portion of the Premises is not occupied
by  Tenant (or is inaccessible to Tenant) as a result thereof, (iii) Landlord is
reimbursed  or is entitled to be reimbursed under Landlord's rental interruption
insurance  policy  for  such  rent  abatement (or would have been entitled to be
reimbursed  had  it  been carrying the rental interruption insurance required of
it),  and  (iv)  Tenant has not been relocated from the damaged area pursuant to
SECTION  8.4.2  below;  provided,  further,  that  if a part of the Premises are
--------------
damaged  such  that  the  remaining  portion thereof is not sufficient to enable
Tenant to conduct its business operations from such remaining portion and Tenant
does  not conduct its business operations therefrom, Landlord shall allow Tenant
a  total  abatement  of Base Rent and Additional Rent during the time and to the
extent  (A) the Premises are unsuitable for occupancy for the purposes permitted
under  this Lease, and not occupied by Tenant as a result of the subject damage,
(B)  Tenant  has  not  been  relocated from the Damaged Area pursuant to SECTION
                                                                         -------
8.4.2  below,  and  (C)  Landlord  is reimbursed or is entitled to be reimbursed
-----
under its rental interruption insurance policy for such rent abatement (or would
have been entitled to be reimbursed had it been carrying the rental interruption
insurance  required  of  it).

     8.2     Repair  Certificate.  Landlord  shall, within sixty (60) days after
             -------------------
the  date  of  any  Casualty  affecting  Tenant's use of the Premises, deliver a
certificate  ("REPAIR  CERTIFICATE")  to  Tenant  issued by a general contractor
retained  by  Landlord  and  approved  by  Tenant,  which  approval shall not be
unreasonably  withheld  or conditioned and shall be given or reasonably withheld
by  Tenant  within  ten  (10)  days  after Tenant's receipt of Landlord's notice
setting  forth  the  name and address of Landlord's proposed general contractor.
The  Repair  Certificate shall describe with reasonable specificity the scope of
the  restoration  and  repair  obligations  and  estimate  the  date  upon which
Landlord's  restoration  and  repair obligations are expected to be sufficiently
completed  to  achieve  a  Usable  Condition  of  the  Premises  (the "ESTIMATED
COMPLETION  DATE").

     8.3  Total  Destruction  and  End  of  Term  Damage.
          ----------------------------------------------

          8.3.1     Total  Destruction  of  the  Building.  If  the  Building is
                    -------------------------------------
damaged  or  destroyed  by  a Casualty and such Casualty requires demolition and
reconstruction  of  the entire Building (whether or not including foundations as
described  in  the  Repair  Certificate)  and the Estimated Completion Date will
require  longer than fifteen (15) months from the date of the Casualty, Landlord
and  Tenant  shall  each have the right to terminate this Lease by notice to the
other delivered within thirty (30) days of the date of the receipt of the Repair
Certificate.

          8.3.2     Damage  Near End of Term.  In the event that the Premises or
                    ------------------------
the  Building  is  destroyed or damaged by a Casualty during the last thirty-six
(36)  months  of  the  Lease  Term,  and if (i) the Estimated Completion Date is
greater  than  one hundred twenty (120) days after the date of the Casualty, and


                                      -35-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
(ii)  Tenant  has  not previously exercised, or does not, within sixty (60) days
after  the  date  of  such  Casualty,  exercise, any remaining extension options
pursuant  to  SECTION  2.2.2  of  this  Lease at the time of the Casualty, then,
              --------------
notwithstanding  anything contained in this ARTICLE 8, Landlord and Tenant shall
                                            ---------
each  have  the  option to terminate this Lease by giving notice to the other of
the  exercise  of  such  option  within  (a)  thirty  (30) days after Landlord's
delivery  to  Tenant  of the Repair Certificate, or (b) if Tenant is considering
whether  to  exercise a Renewal Option, within sixty (60) days after the date of
the Casualty, in which event this Lease shall cease and terminate as of the date
set  forth  in  such  notice  (which  date shall not be greater than one hundred
eighty  (180) days after the date of the Casualty), Tenant shall, subject to the
terms  of  SECTION  8.1.2 above, pay the Base Rent and Additional Rent, properly
           --------------
apportioned  up  to  such  date  of  termination,  and both parties hereto shall
thereafter  be freed and discharged of all further obligations hereunder, except
as  provided  for  in  provisions of this Lease which by their terms survive the
expiration  or  earlier  termination  of  the  Lease  Term.

     8.4  Tenant's  Partial  and  Total  Termination  Rights.
          --------------------------------------------------

          8.4.1  Tenant's  Initial  Termination  Rights.
                 --------------------------------------

               8.4.1.1          Repair  of  Damage.  Subject  to the termination
                                ------------------
rights  described  in this ARTICLE 8, in the event of a Casualty, Landlord shall
                           ---------
repair  damage  to  the  Damaged  Area  as  indicated  in  SECTION  8.1.1.
                                                           --------------

               8.4.1.2          Less  Than  Or  Equal to Three (3) Floors of the
                                ------------------------------------------------
Premises  Damaged.  If  less  than  or  equal  to  three  (3) full floors of the
-----------------
Premises  are  included  in  the Damaged Area, and the Estimated Completion Date
will  not  occur  within  twelve (12) months after the date of the Casualty (the
"12-MONTH  PERIOD"),  Tenant  may  terminate this Lease as to the portion of the
Premises  included  in  the Damaged Area by providing a notice of termination to
Landlord  (the  "TENANT  TERMINATION  NOTICE") within thirty (30) days after the
date  of  the Repair Certificate, which termination shall be effective as of the
date  of such Casualty, and this Lease, including the provisions with respect to
Rent, shall be amended to appropriately reflect that the portion of the Premises
included  in  the  Damaged  Area  is  no  longer  included  within the Premises.

               8.4.1.3          More  Than  Three  (3)  Floors  of  the Premises
                                ------------------------------------------------
Damaged.  If more than three (3) full floors of the Premises are included in the
-------
Damaged  Area,  and  the  Estimated  Completion  Date  will not occur within the
12-Month Period, then, Tenant may elect to terminate this Lease as to either the
portion  of the Premises included in the Damaged Area (in which case this Lease,
including the provisions with respect to Rent, shall be amended to appropriately
reflect  that  the  portion  of  the Premises included in the Damaged Area is no
longer included within the Premises), or as to the entire Premises, by providing
the  Tenant Termination Notice within sixty (60) days after the date of Tenant's
receipt  of  the  Repair  Certificate.  In the case of a termination of only the
portion  of the Premises included in the Damaged Area, such termination shall be
effective  as  of  the date of the Casualty and, in the case of a termination of
this  Lease,  such  termination shall be effective as of a date specified in the
Tenant  Termination  Notice  as  determined  by  Tenant in its sole and absolute
discretion,  but  in  no  event  may such date exceed the date occurring two (2)
years  after  the  date  of  the  Tenant  Termination  Notice.


                                      -36-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          8.4.2     Landlord  Relocation  Right.  Notwithstanding  the foregoing
                    ---------------------------
provisions  of  this  SECTION  8.4, Landlord shall have the right, at Landlord's
                      ------------
sole  cost and expense (except for the payment of rent which shall be payable as
provided in this SECTION 8.4.2 below), to relocate Tenant (provided, thereafter,
                 -------------
Landlord  repairs the Damaged Area in accordance with provisions of this ARTICLE
                                                                         -------
8)  from  the portion of the Premises included in the Damaged Area to comparable
-
space  at  least  equal  in  size to the portion of the Premises included in the
Damaged  Area  ("RELOCATED  SPACE")  in the area known as the "West San Fernando
Valley" (provided that such Relocated Space need not be high-or mid-rise space),
by  (i)  providing  notice thereof to Tenant on or before Landlord's delivery of
the  Repair  Certificate  to Tenant, and (ii) providing the Relocated Space in a
condition  ready for Tenant's move-in within sixty (60) days after the Casualty,
in  which  case  Tenant  shall  not  have a right to terminate this Lease in its
entirety or as to a portion of the Premises, as the case may be, as set forth in
SECTIONS  8.4.1.2  or 8.4.1.3, above; provided that Landlord's right to relocate
-----------------     -------
Tenant  and thereby eliminate Tenant's termination right shall only apply if the
Estimated  Completion  Date will occur, and the relocation of Tenant's personnel
back  into the Premises from the Relocated Space will occur, within fifteen (15)
months  after  the Casualty (the "15-MONTH PERIOD"), as reasonably determined by
the  Repair  Contractor.  Landlord  shall have the obligation for payment of any
rent in connection with the Relocated Space during any period in which Tenant is
relocated  from  the portion of the Premises included in the Damaged Area to the
Relocated  Space;  provided, however, that Tenant shall pay to Landlord the Base
Rent  or the rent Landlord is actually paying for the Relocated Space, whichever
is  less,  and Tenant's Share of Direct Expenses (which Tenant's Share of Direct
Expenses  shall  be  calculated  using  the  amount  of Tenant's Share of Direct
Expenses  that  Tenant  was paying for the month prior to the month in which the
Casualty  occurred) for the portion of the Premises included in the Damaged Area
as  Tenant's contribution toward rent for the Relocated Space during the term of
such  relocation  and, because the payment described previously in this sentence
shall  be  a  contribution  from Tenant toward rent for the Relocated Space (and
shall  not  constitute  Rent  for  the  portion  of the Premises included in the
Damaged  Area),  Tenant's  obligation to pay Base Rent and Additional Rent shall
abate  with  respect to the portion of the Premises included in the Damaged Area
as  provided  in  SECTION 8.1.2 above during the period of such relocation.  All
                  -------------
expenses  reasonably  incurred  by  Tenant  for moving from and returning to the
Premises,  including  but  not limited to costs of stationery and business cards
(if  applicable), and equipment installations in connection with such relocation
shall  be  funded  by  Landlord  within  thirty  (30)  days  of  invoice.


                                      -37-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          8.4.3     Tenant  Repair  Option.  If  this Lease is not terminated as
                    ----------------------
provided  in SECTION 8.4.1, above, and Tenant has not been relocated as provided
             -------------
in  SECTION  8.4.2, above, and the repairs are not actually completed within one
    --------------
(1)  year  after  the  Damage  Date  (or, if the Repair Certificate delivered by
Landlord  indicates  a  repair  period over one (1) year, then within the repair
period  indicated  in the Repair Certificate), which period shall not be subject
to extension as a result of any Force Majeure, below, then Tenant shall have the
right,  on  written  notice  to Landlord (the "Repair Failure Notice") delivered
after  the occurrence of the event described above, to either (a) cause Landlord
to  assign to Tenant any contracts relating to the repairs, or (b) terminate the
contractor  then  engaged  to  complete the repairs and commence to complete the
repairs itself.  After Tenant's election of either option (a) or (b), above, any
insurance  proceeds  received  by  Landlord  or  to  be  received by Landlord in
connection  with  such  repairs (not including any rental interruption insurance
proceeds),  shall  be  assigned  to  Lien  Holder,  and held by Lien Holder in a
construction  escrow  account  for  the  benefit  of  Tenant.  Prior  to  the
commencement  of  the  repairs, and from time to time prior to the completion of
the  repairs  as Lien Holder shall reasonably require, Tenant shall deposit into
the  construction  escrow  the amount of any short-fall between the cost of such
repairs and the available insurance proceeds.  Thereafter Tenant shall supervise
the  completion  of  the  repairs  and/or  complete  the same itself, as soon as
reasonably possible in accordance with plans and specifications approved by Lien
Holder (the "TENANT REPAIR OPTION").  In the event that Tenant elects the Tenant
Repair  Option,  Tenant  shall  have  the  right to deliver to Landlord and Lien
Holder  from time to time invoices for the costs of construction, which invoices
shall  contain  a  reasonably  particularized  breakdown  of such costs.  To the
extent  neither  Landlord  nor  Lender  delivers a detailed written objection to
Tenant  within  ten  (10)  business  days  after  receipt of such invoice, then,
subject  to  a  reasonable procedure established by Lien Holder, Tenant shall be
entitled  to disbursements from the construction escrow of the amounts set forth
in  such invoices, provided that upon completion of the repairs, Tenant shall be
entitled  to  deduct from Rent becoming payable by Tenant under this Lease, that
amount which represents the difference between (i) amounts expended by Tenant in
connection  with  the  completion  of the repairs as set forth in such invoices,
less (ii) the amount of insurance proceeds paid to Tenant in connection with the
completion  of  the repairs, provided that the total amount of such credit shall
be  amortized  over  the  remaining Lease Term, with interest on the unamortized
portion  of such amount accruing at the Interest Rate.  If, however, Landlord or
Lien  Holder  in  good  faith  delivers to Tenant, within ten (10) business days
after  receipt  of  Tenant's invoice, a written objection to the payment of such
invoice,  setting forth with reasonable particularity Landlord's reasons for its
claim  that  the  charges  are  excessive  (in which case, concurrently with its
delivery  of  such  written  objection, Landlord shall pay from its own funds or
Lien  Holder  shall  pay  from  the construction escrow, as the case may be, the
amount  it  contends  would  not  have been excessive), then Tenant shall not be
entitled  to  include  in its calculation of amounts expended in connection with
the  repairs  either (i) the entire amount of such invoice if payment is made by
Landlord,  or  (ii)  the  amount  of  such invoice not paid by Lender if partial
payment  is  made  by  Lien  Holder from the construction escrow; but Tenant may
proceed  to  institute  arbitration proceedings against Landlord pursuant to the
terms of SECTION 19.41, below, to determine that portion, if any, of the amounts
         -------------
so  incurred  by  Tenant  which Landlord or Lien Holder is required to reimburse
Tenant  under  this  SECTION  8.4.3.  Tenant may deduct the amount of any final,
                     --------------
non-appealable  arbitration  award  from  Rent  as it becomes payable under this
Lease,  provided  that  the  total  amount  of  such


                                      -38-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
credit  shall  be  amortized  over  the  remaining  Lease Term not including any
Renewal  Option Term unless Tenant has already exercised a Renewal Option Right,
with interest on the unamortized portion of such amount accruing at the Interest
Rate.  Notwithstanding  the  foregoing,  if  Tenant  delivers  a  Repair Failure
Notice  to  Landlord,  then  Landlord  shall  have  the right, which may only be
exercised  once  with respect to any specific event of damage or destruction, to
suspend  the  occurrence  of the Tenant Repair Option for a period ending thirty
(30) days after Landlord's receipt of the Repair Failure Notice by delivering to
Tenant,  within  five  (5)  business  days  of  Landlord's receipt of the Repair
Failure  Notice,  a  certificate  of  Landlord's  contractor responsible for the
repair of the damage certifying that it is such contractor's good faith judgment
that  the  repairs  to  the Tenant Improvements shall be completed within thirty
(30) days after the date of Landlord's receipt of the Repair Failure Notice.  If
repairs  shall  be  completed prior to the expiration of such thirty-day period,
then  the  Repair  Failure  Notice  shall  be  of no force or effect, but if the
repairs  shall  not  be  completed  within such thirty-day period, then upon the
expiration  of  such  thirty-day  period,  the Tenant Repair Option shall become
effective.  At  any time, and from time to time, after the date occurring thirty
(30) days after the Damage Date, Tenant may request that Landlord provide Tenant
with  a  certificate  from  Landlord's  architect  or contractor described above
setting forth such architect's or contractor's reasonable opinion of the date of
completion  of the repairs to the Tenant Improvements and Landlord shall respond
to  such  request  within  five  (5)  business  days.

     8.5  Landlord's  Rights  to  Terminate - Insured and Uninsured Casualty.
          ------------------------------------------------------------------

          8.5.1   Uninsured  Casualties.
                  ---------------------

               8.5.1.1       Termination  Rights.  In  addition  to  the
                             -------------------
termination  rights set forth in SECTION 8.3 above, and SECTION 8.5.2, below, if
                                 -----------            -------------
the  cost  to  repair (the "REPAIR COST") the Damaged Area (including the Tenant
Improvements  and  Alterations  therein)  that is not covered by insurance (with
deductible  amounts  considered  to  be not covered by insurance) required to be
maintained  by  Landlord  hereunder  and  any  additional  insurance  actually
maintained  by  Landlord,  is  greater than the "Maximum Amount" as that term is
defined  in  this SECTION 8.5.1 (the amount which is not so covered by insurance
                  -------------
and  which  is  in  excess  of  the  Maximum  Amount  may  be referred to as the
"UNINSURED  SHORTFALL"),  the  following  shall apply (and Landlord shall notify
Tenant  of  its  election  on  or before the date which is sixty (60) days after
Landlord's  delivery  of  the  Repair  Certificate to Tenant):  (i) Landlord may
elect  to repair the Damaged Area in accordance with the terms of this ARTICLE 8
                                                                       ---------
and  without  affecting Tenant's rights of termination, if any, or (ii) Landlord
may  elect  not  to  restore  the  Damaged  Area  if  Tenant declines to pay the
Uninsured  Shortfall  as  described  in this SECTION 8.5.1.1 below.  If Landlord
                                             ---------------
elects  not  to  restore  the  Damaged Area, then, within thirty (30) days after
Landlord  notifies  Tenant  it  does not intend to repair the "Damaged Area," as
defined  in  SECTION  8.1.2,  above,  Tenant may elect to exercise a termination
             --------------
right  or  to  pay the Uninsured Shortfall, as follows:  (A) Tenant may elect to
terminate  this  Lease  as to either (x) any portion of the Premises included in
the  Damaged  Area  (in  which case this Lease shall be amended to appropriately
reflect  that  the  portion  of  the Premises included in the Damaged Area is no
longer  included within the Premises and to provide a corresponding reduction of
the  Rent),  or (y) as to the entire Premises, by providing a termination notice
(the "NOTICE OF TERMINATION"), which termination shall be effective as of a date
specified by Tenant in the Notice of Termination, but which shall not exceed two
(2)  years  after  the  date  of the Notice of Termination, or (B) provided that
Tenant  meets  the  Financial Requirement, Tenant may elect to pay the Uninsured
Shortfall  and, thereafter, Landlord shall be obligated to proceed to repair the
damage,  provided Tenant funds the Uninsured Shortfall, and this Lease shall not
terminate.  If Landlord fails to timely make an election under items (i) or (ii)
of  this  SECTION  8.5.1.1;  then, Landlord shall be deemed to have elected item
          ----------------
(ii),  and  if  Tenant has an elective right, and Tenant fails to timely make an
election  under  item  (A) or (B) of this SECTION 8.5.1.1; then, Tenant shall be
                                          ------- -------
deemed to have elected item (A)(x).  The provisions of SECTION 8.1.2 relative to
                                                       -------------
the  design  and construction of any Tenant Improvements or Alterations shall be
applicable  with  respect to any repair or restoration of Tenant Improvements or
Alterations  described  in  this SECTION 8.5.1.  The term "Maximum Amount" shall
                                 -------------
mean  an amount equal to the greater of (i) ten percent (10%) of the Replacement


                                      -39-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Cost  of  the  Building and Tenant Improvements, or (ii) One Million Six Hundred
Thousand  and  No/100  Dollars  ($1,600,000.00).

               8.5.1.2          Landlord's  Failure  to  Fund Uninsured Amounts.
                                -----------------------------------------------
If  Landlord  fails  to  timely fulfill its obligation to fund any of its repair
obligations  under  SECTION  8.1.1  of this Lease (which funding obligations are
                    --------------
those of Landlord and not of Tenant or any insurer), Tenant shall be entitled to
deliver notice (the "FUNDING NOTICE") thereof to Landlord and to any Lender.  If
Landlord  still fails to fulfill any such obligation within twenty (20) business
days after Landlord's receipt of the Funding Notice from Tenant, and if Landlord
fails  to  deliver  notice to Tenant within such twenty (20) business day period
explaining  the  reasons  why  Landlord  believes  that the amounts described in
Tenant's  funding  notice  are  not  due  from  Landlord  (the  "FUNDING REFUSAL
NOTICE"),  Tenant  shall  be  entitled  to  advance  such  amounts (the "Funding
Amount") to Landlord through a construction control escrow for Landlord's use in
complying with its repair obligations under SECTION 8.1.1 of this Lease.  Tenant
                                            -------------
may  then  offset  the  amount  so  provided  to Landlord, against Tenant's next
succeeding monthly installments of Base Rent which become due, provided that the
total  amount  of  such  credit  so  provided  shall  be amortized over the then
remaining  Lease  Term  not  including any Renewal Option Term unless Tenant has
exercised  a  Renewal  Option Right, with interest on the unamortized portion of
such  amount  accruing  at  the Interest Rate.  However, if Tenant is in default
pursuant  to  SECTION  12.1.1  of this Lease (after expiration of any applicable
              ---------------
cure  period) at the time that such offset would otherwise be applicable, Tenant
shall  not  be entitled to such offset until such default is cured.  If Landlord
delivers  a  Funding  Refusal Notice, and if Landlord and Tenant are not able to
agree  on  the amounts to be so funded by Landlord, if any, within ten (10) days
after  Tenant's  receipt  of  a  Funding  Refusal Notice, Tenant may submit such
dispute to arbitration in accordance with SECTION 19.41 of this Lease and Tenant
                                          -------------
shall not be entitled to deliver the Funding Amount nor shall Tenant be entitled
to  such  offset  from Base Rent unless the Arbitrator determines that Tenant is
entitled  to  do so pursuant to this SECTION 8.5.1.2.  If Tenant prevails in any
                                     ---------------
such  arbitration,  the  award  by  the Arbitrator shall include interest at the
Interest  Rate  calculated from the date of funding by Tenant, if any, until the
date  of  Landlord's payment of such award or, if Landlord and Tenant then agree
that  Tenant  shall be entitled to apply such award as a credit against Tenant's
obligations  to  pay Base Rent, the award shall include interest at the Interest
Rate  calculated  from  the date of funding by Tenant, if any, until the date of
Tenant's  application  of  such  amounts  as  a  credit  against  Base  Rent.

          8.5.2     Retirement  of Debt with Insurance Proceeds.  In addition to
                    -------------------------------------------
any  other  rights to terminate this Lease set forth in this SECTION 8.5, if (i)
                                                             -----------
the  Lien  Holder  shall, in accordance with the terms of its loan contract with
Landlord,  be  entitled  to  require  that the insurance proceeds or any portion
thereof be used to retire the then-existing debt, and (ii) the cost of repair of


                                      -40-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
the  Damaged Area not covered (the "INSURANCE SHORTFALL") by available insurance
proceeds  (provided  that "available" insurance proceeds shall not include those
used to retire debt as set forth in this SECTION 8.5.2, above, but shall include
                                         -------------
insurance proceeds which would have been available but for Landlord's failure to
maintain  the  insurance required under SECTION 7.2.1 of this Lease) exceeds the
                                        -------------
Maximum  Amount,  then  Tenant  shall be notified of such matters within fifteen
(15)  days following the later of (a) Landlord's receipt of notice from the Lien
Holder with respect to item (i) above, and (b) Landlord's determination of those
matters  set  forth in item (ii) above, and the following shall apply:  Landlord
may  terminate this Lease within thirty (30) days after Tenant has been notified
that  the  circumstances  in  items  (i)  and  (ii),  above,  apply ("LANDLORD'S
TERMINATION PERIOD"), and the effective date of such termination as scheduled by
Landlord  shall  take  into account Tenant's orderly relocation, but shall in no
event  be  in  excess  of  two (2) years from the date of Landlord's election to
terminate.  If Tenant (or Tenant and an Affiliate of Tenant that joins Tenant in
giving  a  notice  as  hereinafter  provided  and  agrees  to  be  bound  by the
obligations  under  this SECTION 8.5.2)   meets the Financial Requirement, then,
                         -------------
Landlord  shall not have the right to terminate this Lease, even if Landlord has
elected  to  do so, if within sixty (60) days after receipt of Landlord's notice
electing  to  terminate this Lease, Tenant and/or an Affiliate of Tenant, as the
case  may be, agree(s) by notice to Landlord to advance the Insurance Shortfall,
in  an  amount  not greater than the amount of insurance proceeds used to retire
the  then-existing  debt,  to  Landlord.  Tenant and/or Tenant's Affiliate shall
deposit  such amount of the Insurance Shortfall in an escrow account pursuant to
escrow  instructions  and  with  an  escrow  company,  that are both  reasonably
approved  by  Landlord  and  Tenant.  In  the  alternative,  during  Landlord's
Termination Period, Landlord may elect not to terminate this Lease in connection
with  the terms of this SECTION 8.5.2 and either proceed to fund such portion of
                        -------------
the Insurance Shortfall and repair the damage to the Premises, or not proceed to
repair  the  Damaged  Area.  If Landlord does so elect not to repair the Damaged
Area,  Tenant  may, in its sole and absolute discretion and upon notice given to
Landlord  within  sixty  (60)  days  following  the  expiration  of  Landlord's
Termination  Period,  either  (A)  agree to advance such amount of the Insurance
Shortfall,  in  which  case,  subject to the terms of this ARTICLE 8 and without
                                                           ---------
affecting  Tenant's  rights  of  termination,  if any, Landlord shall proceed to
repair  the  damage  to  the  Damaged  Area,  to the extent covered by insurance
proceeds  and amounts paid by Tenant, or (B) elect to terminate this Lease as to
any  portion  of  the  Premises included in the Damaged Area (in which case this
Lease shall be amended to appropriately reflect that the portion of the Premises
included  in  the  Damaged Area is no longer included within the Premises and to
provide  a  corresponding  reduction  of  the  Rent).  Landlord hereby agrees to
proceed with reasonable good faith efforts and reasonable diligence to cause any
Lien  Holder  not  to  retire  the  mortgage debt and, if unsuccessful, upon the
occurrence  of  damage  to  the  Building which would give Landlord the right to
terminate  this  Lease  pursuant  to  this SECTION 8.5.2, to use reasonable good
                                           -------------
faith  efforts  and reasonable diligence to refinance the first mortgage debt on
the  Building.    Upon  completion  of  any  repairs  to  the  Damaged  Area  in
accordance  with  the  terms  of this SECTION 8.5.2, Tenant shall be entitled to
                                      -------------
deduct  from  Rent (the "RENT DEDUCTION") payable by Tenant under this Lease the
amount  of  the  Insurance


                                      -41-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Shortfall  paid  by  Tenant  in  connection with such repairs under this SECTION
                                                                         -------
8.5.2, provided that the total amount of such credit shall be amortized over the
-----
remaining  Lease  Term (not including any Renewal Option Term, unless Tenant has
already  exercised  a  Renewal  Option  Right), with interest on the unamortized
portion of such amount accruing at the Interest Rate.  Landlord may, at any time
during the Lease Term, pre-pay the Rent Deduction amount to Tenant by paying the
principal  amount  thereof  together  with  all  accrued  interest  thereon.

     8.6     Waiver  of  Statutory  Provisions.  The  provisions  of this Lease,
             ---------------------------------
including  this  ARTICLE 8, constitute an express agreement between Landlord and
                 ---------
Tenant  with  respect  to any and all damage resulting from a Casualty to all or
any  part  of  the  Premises,  the  Building, or the Project, and any statute or
regulation  of  the State of California, including, without limitation, SECTIONS
                                                                        --------
1932(2)  and 1933(4) of the California Civil Code, with respect to any rights or
-------      -------
obligations  concerning  damage  or  destruction  in  the  absence of an express
agreement  between  the  parties,  and  any  other statute or regulation, now or
hereafter  in  effect,  shall  have  no  application to this Lease or any damage
resulting  from  a Casualty to all or any part of the Premises, the Building, or
the  Project.

     8.7     Disposition  of Insurance Proceeds.  If this Lease is terminated by
             ----------------------------------
reason  of  damage  resulting  from  a Casualty, each party shall be entitled to
retain  the  insurance  proceeds  awarded to such party by that party's property
insurer  free  and  clear  of  claims  by  the other party. If this Lease is not
terminated  by  reason  of  any  damage  resulting  from  a  Casualty, then, all
insurance  proceeds  payable  by  reason  thereof  shall be disbursed for use in
reconstruction  thereof,  as  applicable.  Upon  completion  of  the  repairs or
reconstruction,  each  party  shall be entitled to retain any remaining proceeds
awarded to such party by that party's insurer.  Subject to the terms of SECTIONS
                                                                        --------
8.3  and  8.5  hereof,  any  cost  of  repair or reconstruction in excess of the
---       ---
insurance  proceeds made available under the policies of insurance that Landlord
is  required to maintain under this Lease shall be borne by Landlord.  The terms
of  this  ARTICLE 8 shall apply in connection with any damage to the Premises or
          ---------
Building  and  shall  supersede the terms of SECTIONS 6.1.2, 10.3.2 and 19.27 of
                                             --------------  ------     -----
this  Lease.

                                    ARTICLE 9

                              PERSONAL PROPERTY TAX

     Tenant  shall reimburse Landlord upon demand for any and all taxes required
to  be  paid  by  Landlord  (except  to  the  extent included in Tax Expenses by
Landlord), excluding state, local and federal personal or corporate income taxes
measured  by  the  net  income  of  Landlord  from  all  sources  and estate and
inheritance  taxes,  whether or not now customary or within the contemplation of
the  parties  hereto,  when:  (i)  such  taxes  are  measured  by  or reasonably
attributable to the cost or value of Tenant's equipment, furniture, fixtures and
other  personal property located in the Premises, or by the cost or value of any
leasehold  improvements  made  in  or  to  the Premises by or for Tenant, to the
extent  the cost or value of such leasehold improvements exceeds an amount equal
to  thirty-five  dollars  ($35.00)  per  rentable  square  foot of the Premises,
regardless  of  whether  title to such improvements shall be vested in Tenant or
Landlord;  (ii)  such taxes are assessed upon or with respect to the possession,
leasing,  operation,  management,  maintenance,  alteration,  repair,  use  or
occupancy by Tenant of the Premises or any portion of the Project, including the
Project's  parking  structure  and  other parking areas; or (iii) such taxes are
assessed  upon  this  transaction  or  any  document  to which Tenant is a party
creating  or  transferring  an  interest  or  an  estate  in  the  Premises.

                                   ARTICLE 10

                             SERVICES AND UTILITIES

     10.1     Standard  Tenant  Services.  Landlord  shall provide the following
              --------------------------
services  ("STANDARD  TENANT  SERVICES")  on  all  days (unless otherwise stated
below)  during  the  Lease  Term,  as  extended  pursuant  to  SECTION  2.3:
                                                               ------------


                                      -42-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          10.1.1     Subject  to  all  governmental  rules,  regulations  and
guidelines  applicable  thereto, Landlord shall provide heating, ventilation and
air  conditioning  ("HVAC")  and shall operate the HVAC system when necessary in
order  to  provide  normal comfort for normal office use in the Premises, during
the period ("BUILDING HOURS") Monday through Friday, from 7:30 A.M. to 5:30 P.M.
and  on  Saturday  during the period from 9:00 A.M. to 1:00 P.M., except for the
date  of  observation  of  New Year's Day, Independence Day, Labor Day, Memorial
Day,  Thanksgiving  Day,  Christmas  Day  and,  at  Landlord's discretion, other
locally  or  nationally  recognized  holidays  (collectively,  the  "HOLIDAYS").
Landlord  shall  use  reasonable  efforts to operate the HVAC System in a manner
consistent  with its designed capacity.  During such time as Tenant occupies the
entire  Project,  Tenant shall have the right, after the first (1st) Lease Year,
exercisable  upon  at least ninety (90) days prior written notice, to modify the
Building  Hours  so  long  as  (i)  the  Building Hours are the same in both the
Building  and  Adjacent Building and (ii) the total of the Building Hours in any
one  week  will not exceed fifty-four (54) hours.  For example, if Tenant should
adopt  a four-day work week for its employees, Tenant would have the flexibility
to  modify  the  Building  Hours  to  accommodate  that  work  schedule.

          10.1.2     Subject  to  the  terms  of  SECTION  10.2  of  this Lease,
                                                  -------------
Landlord  shall provide adequate electrical wiring and facilities for connection
to  Tenant's  lighting fixtures and Tenant's office equipment, provided that (i)
the  connected  electrical  load of Tenant's office equipment does not exceed an
average  of  three  and  one-half  (3  1/2)  watts per usable square foot of the
Premises  during  Building  Hours  on  a  monthly  basis, and the electricity so
furnished  for  office  equipment  will be at a nominal one hundred twenty (120)
volts  and  Tenant  will  be granted permission to install, at Tenant's expense,
circuits  containing one hundred twenty/two hundred eight (120/208) voltage, and
(ii) the connected electrical load of Tenant's lighting fixtures does not exceed
an  average  of  one  (1)  watt  per  usable  square foot of the Premises during
Building Hours on a monthly basis, and the electricity so furnished for Tenant's
lighting  will  be at a nominal two hundred and seventy-seven/one hundred twenty
(277/120  volts);  provided,  however,  that to the extent such electrical usage
exceeds  either  the  amount  allowed under item (i) or (ii), above, such excess
consumption  shall  be  subject  to  the terms of SECTION 10.2, below.  Landlord
                                                  ------------
shall furnish replacement of Building standard lamps (including lamps classified
as  Building standard when first installed), starters and ballasts, the costs of
which  shall  be  included  in  Operating  Expenses.

          10.1.3     Landlord shall provide city water from the regular Building
outlets  for  drinking,  lavatory  and  toilet  purposes, including hot water in
lavatories.

          10.1.4     Landlord  shall provide janitorial services, Monday through
Friday  except the date of observation of Holidays, in and about the Premises in
accordance  with the specifications attached hereto as EXHIBIT I and made a part
                                                       ---------
hereof;  provided,  however,  that  Landlord  may  make  modifications  to  such
janitorial  specifications  from  time  to  time  during  the  Lease Term, which
modifications shall be subject to Tenant's prior written approval which approval
shall  not  unreasonably be withheld or delayed so long as janitorial service to
the  Premises  is  not  thereby  diminished  and  such janitorial specifications
continue  to  be  reasonably  consistent  with  services provided to multi-floor
tenants  of  a  similar  usage in Comparable Buildings.  Any additional cleaning
requested  by  Tenant  shall  be  subject  to  SECTION  10.4  below.
                                               -------------


                                      -43-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          10.1.5     Landlord shall provide nonexclusive automatic passenger and
freight  elevator  service  during  Building  Hours, and shall have at least one
elevator  available at all times, but no fewer elevators shall be available than
are  reasonably  required  adequately  to  service  the Premises during Building
Hours.

          10.1.6     Landlord  and/or  the  owner of the Adjacent Building shall
provide  at least one (1) on-site Project manager, one (1) on-site engineer, and
one  (1) on-site day-porter for the Project.  The primary responsibility of such
management,  engineering  and  day-porter personnel shall be the supervision and
operation  of the Project.  Landlord shall operate its Project management office
in  the  Building  or in the Adjacent Building, but Tenant acknowledges that, if
Landlord ever no longer owns both the Building and Adjacent Building, a separate
management  office may operate in each building; provided, however, that in such
event  Operating  Expenses  for  the  Building shall not include rental for such
management  offices  to  the  extent  that the aggregate size of such management
offices  is  in  excess of what would be included were there a single management
office  for  the  Project, considering the Building's pro-rata percentage of the
Project.

          10.1.7     Landlord  shall  provide  twenty-four  (24)  hours per day,
seven  (7) days per week, access control systems and personnel for the Building.
Landlord  shall furnish at least one (1) twenty-four (24) hour security guard at
the Building, and either Landlord or the landlord of the Adjacent Building shall
provide one (1) additional security guard for the Project, Monday through Friday
(not  including  Holidays)  from 7:00 a.m. to 9:00 p.m., and Saturdays from 8:00
a.m.  to  7:00  p.m.  The  duties of the security guard shall include monitoring
video  feed from security cameras, alarm panels, fire/life safety systems, water
and  heat  alarms.  The Project security guard shall be provided with a suitable
vehicle  to use in performing his or her principal responsibility for patrolling
the  Project  Common  Areas. Landlord shall in no case be liable for damages for
any  error with regard to the admission to or exclusion from the Building of any
person.  Tenant  hereby  assumes all responsibility for the protection of Tenant
and  its  agents,  employees, contractors, invitees and guests, and the property
thereof,  from  acts  of third parties, including keeping doors locked and other
means  of  entry to the Premises closed, whether or not Landlord, at its option,
elects  to  provide  security protection for the Project or any portion thereof.
Tenant  further  assumes the risk that any safety and security devices, services
and  programs  which Landlord elects, in its sole discretion, to provide may not
be  effective,  or  may  malfunction or be circumvented by an unauthorized third
party,  and  Tenant  shall, in addition to its other insurance obligations under
this  Lease,  obtain  its  own  insurance  coverage to the extent Tenant desires
protection  against  losses  related  to  such  occurrences.  Tenant  shall  be
permitted,  at  Tenant's sole discretion and at Tenant's sole cost, to install a
security  system  for  the Premises (which may include, without limitation, card
readers,  video  cameras  and video recorders) which does not interfere with the
operation  of the Systems and Equipment nor with the operation of the Building's
access control system. Tenant shall be solely responsible for the monitoring and
operation  of  Tenant's  security  system.  The  installation,  operation  and
maintenance  of such system shall be coordinated with Landlord. Landlord further
grants  Tenant  the  right  to  "tie into" the Building's access control system,
provided  that  such tie-in does not alter materially the effectiveness or usage
of  the  Building's  access  control system or the access control services to be
provided  to  other  tenants'  premises, and Tenant shall be responsible for any
additional  incremental  expense  for  additional  equipment  or  personnel
necessitated  because  of  such  tie-in.


                                      -44-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          10.1.8     Landlord  shall  cause the exterior windows of the Building
to  be  washed  at  least  once  every  four  (4)  months during the Lease Term.

     10.2     Overstandard  Tenant  Use.  Tenant  shall  not, without Landlord's
              -------------------------
prior  written  consent,  change  its  use  of the Premises, from general office
purposes  as provided in SECTION 5.1 to a different use, or (after completion of
                         -----------
their  initial  installation as initially approved by Landlord) add machines, or
equipment or lighting to the Premises, which change or addition would materially
affect  the  temperature  designed  to  be  maintained  by  the  HVAC  system or
materially  increase the quantity of water normally required to be furnished for
the  Premises  by  Landlord pursuant to the terms of SECTION 10.1 of this Lease.
                                                     ------------
If such consent is given, Landlord shall have the right to install supplementary
air  conditioning  units  or  other  facilities  in  the  Premises,  including
supplementary  or  additional metering devices, and the reasonable cost thereof,
including  the  cost  of installation, operation and maintenance, increased wear
and  tear  on  existing  equipment  and  other similar charges, shall be paid by
Tenant  to  Landlord upon billing by Landlord subject to reasonable verification
of  all such costs.  If Tenant uses water, electricity, heat, ventilation or air
conditioning  in  excess of that required to be supplied by Landlord pursuant to
SECTION 10.1 of this Lease, Tenant shall pay to Landlord, upon billing, the cost
------------
of  such  excess  consumption,  the  cost  of  the  installation, operation, and
maintenance of equipment which is required to be installed during the Lease Term
in  order  to supply such excess consumption, and the cost of the increased wear
and  tear  on  existing  or new equipment caused by such excess consumption; and
Landlord  may install devices to separately meter any increased use and, in such
event,  Tenant  shall  pay  the  increased cost directly to Landlord, on demand,
including  the  cost  of  installing  and  maintaining  such additional metering
devices.  If  Tenant  desires to use heat, ventilation or air conditioning other
than during Building Hours, Tenant shall give Landlord at least one (1) business
day prior notice of Tenant's desired use of such utilities.  Tenant acknowledges
that  Landlord charges a fee per hour (the "HOURLY CHARGE") equal to $153.00 for
after-hours  heat  or  air-conditioning  and  $60.00  for  ventilation only (the
"AFTER-HOURS  HVAC").  Landlord  agrees that increases in the Hourly Charge will
in  no  event  exceed  increases  in  Landlord's  "Actual Cost" of providing the
After-Hours  HVAC.  Likewise,  Landlord agrees that in the event of any decrease
in  the  Actual  Cost of providing the After-Hours HVAC (e.g., resulting from an
upgrade  to  a  more efficient HVAC system, or a material decrease in electrical
utility  rates),  Landlord  shall  correspondingly  reduce  the  Hourly  Charge.
"Actual  Cost"  shall  be  equal  to  Landlord's  direct  cost of providing such
service, which direct cost shall be determined by calculating the total kilowatt
minimum  load  multiplied by average electricity cost during those hours (to the
extent reasonably determinable) plus any cost incurred for equipment maintenance
for  such after-hours usage.  By way of example, if the utility company provides
rate  schedules  for  peak  and off-peak demand hours, the electricity costs for
After-Hours  HVAC  should  reflect rates actually charged for the time of day to
which  the  hourly  charge  is  applicable.  Equipment maintenance cost for such
after  hours usage shall not exceed the annual operating hourly maintenance cost
derived  by  dividing  the  total annual equipment maintenance cost by the total
annual  equipment  operating  hours,  without  a  profit  or  overhead charge to
Landlord,  but  including  a  reasonable  administrative  charge and, unless the
system  is  automated,  an amount reasonably calculated by Landlord to reimburse
Landlord  for  the  hourly  engineers'  salary  and  fringe  benefits.


                                      -45-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     10.3  Interruption  of  Use.
           ---------------------

          10.3.1     No  Liability  for  Damages.  Except as provided in SECTION
                     ---------------------------                         -------
10.3.2  below,  Tenant  agrees that Landlord shall not be liable for damages, by
------
abatement  of  Rent  or otherwise, for failure to furnish or delay in furnishing
any  Standard  Tenant  Services  (including  telephone  and  telecommunication
services),  or  for any diminution in the quality or quantity thereof, when such
failure  or delay or diminution is occasioned, in whole or in part, by necessary
repairs,  replacements  or  improvements  (provided  that Landlord agrees to use
commercially  reasonable  efforts  to schedule any such work outside of Building
Hours),  by  any  strike, lockout or other labor trouble, by inability to secure
electricity,  gas,  water,  or  other  fuel  at  the  Building  or Project after
reasonable  effort  to  do so, by any accident or casualty whatsoever, by act or
default  of  Tenant  or  other  parties, or by any other cause beyond Landlord's
reasonable  control;  and  such  failures or delays or diminution shall never be
deemed  to  constitute an eviction or disturbance of Tenant's use and possession
of  the  Premises  or  relieve  Tenant from paying Rent or performing any of its
obligations  under  this Lease.  Furthermore, Landlord shall not be liable under
any  circumstances  for  a loss of, or injury to, or interference with, Tenant's
business  including,  without  limitation,  loss  of profits, however occurring,
through  or  in connection with or incidental to a failure to furnish any of the
Tenant  Standard  Services as set forth in this ARTICLE 10.  If any governmental
                                                ----------
or  quasi-governmental  entity  promulgates  or  revises any statute, ordinance,
building  code,  fire  code  or  other  code  or  imposes mandatory or voluntary
controls  or  guidelines  on  Landlord  or  the  Project or any portion thereof,
relating  to the use or conservation of energy, water, gas, light or electricity
or the reduction of automobile or other emissions, or the provision of any other
utility  or  service  provided  with  respect  to  this Lease, or if Landlord is
required  to  make alterations to the Project or any portion thereof in order to
comply  with  such mandatory or voluntary controls or guidelines, then, Landlord
may, in its sole discretion, comply with such mandatory or voluntary controls or
guidelines  or  make  such  alterations  to  the Project related thereto without
creating  any  liability  of  Landlord  to  Tenant  under  this Lease (except as
provided  in  SECTION  10.3.2 below), provided that the Premises are not thereby
              ---------------
rendered  untenantable,  and further provided that Landlord will not voluntarily
reduce  the level of services provided to the Premises consistent with the first
class  character  of  the  Project.

          10.3.2     Tenant's  Remedy.  Except as otherwise provided in ARTICLES
                     ----------------                                   --------
8  AND 13 of this Lease, in the event that (A) Tenant is denied access to, or is
---------
unable  to  conduct  Tenant's normal business operations in, the Premises or any
portion  thereof,  and Tenant does not use the Premises or such portion thereof,
and  (B)  such  non-use  of  the  Premises  is  as  a  result of (i) any repair,
maintenance  or  alteration  performed  by Landlord, or which Landlord failed to
perform, after the Lease Commencement Date and which was required by this Lease,
which  is not necessitated by the negligence of Tenant or its employees, agents,
contractors or invitees, (ii) the presence of Hazardous Material in or about the
Premises or the Building which was in violation of Hazardous Materials Laws then
in effect when brought upon or used in or about the Premises or the Building and
was  not  brought upon or used in or about the Premises or Building by Tenant or
its  employees,  agents,  contractors, or invitees, or (iii) the interruption or
substantial  reduction  in one or more of the following Standard Tenant Services
required  to be provided by Landlord pursuant to this Lease (whether or not such
interruption  or  reduction  is  due  to  Landlord's  fault or within Landlord's
control, so long as it is not due to the fault or neglect of Tenant, its agents,
employees, contractors or invitees):  heating, ventilating and air conditioning,
janitorial  service, electrical service, passenger elevator service or water, or
(iv) Landlord's failure to supply Tenant with all of the parking passes to which


                                      -46-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Tenant  is  entitled  pursuant  to ARTICLE 18 below, where Landlord is unable to
                                   ----------
provide  alternative  parking  within  Warner  Center  for such unusable parking
passes  (each  such  set  of  circumstances as set forth in item (A) and then in
either (i), (ii), (iii) or (iv) of item (B), above, to be known as an "Abatement
Event"),  then,  Tenant  shall give Landlord and Lender notice ("Abatement Event
Notice") of such Abatement Event, and if such Abatement Event continues for five
(5)  consecutive business days after Landlord's and Lender's receipt of any such
notice  or  ten  (10)  consecutive  or  nonconsecutive days after Landlord's and
Lender's  receipt of any such notices for each such day in any twelve (12) month
period  (the  "Eligibility  Period"),  then, the Base Rent and Tenant's Share of
Direct Expenses shall be abated or reduced, as the case may be, after expiration
of  the  Eligibility Period for such time that the Abatement Event continues, in
the proportion that the rentable area of the portion of the Premises that is the
subject of the Abatement Event, bears to the total rentable area of the Premises
(in  the case of the circumstances set forth in items (i), (ii) and (iii) above)
or in the proportion that the number of parking passes which Tenant is unable to
utilize  bears to the total number of parking passes to which Tenant is entitled
pursuant  to ARTICLE 18 below (in the case of the circumstance set forth in item
             ----------
(iv) above); provided, however, in the event that the Abatement Event applies to
a  portion  of  the  Premises  for a period of time in excess of the Eligibility
Period  and  the  remaining  portion  of the Premises is not sufficient to allow
Tenant  to  effectively  conduct  its  business  therein, and if Tenant does not
conduct  its  business  from  such  remaining portion, then, for such time after
expiration  of  the  Eligibility Period during which Tenant is so prevented from
effectively conducting its business therein, the Base Rent and Tenant's Share of
Direct  Expenses for the entire Premises shall be abated for such time as Tenant
continues  to  be  so prevented from using, and does not use, the Premises.  If,
however,  Tenant  reoccupies any portion of the Premises during such period, the
Rent  allocable  to  such  reoccupied  portion, based on the proportion that the
rentable  area  of  such  reoccupied  portion of the Premises bears to the total
rentable  area  of the Premises, shall be payable by Tenant from the date Tenant
reoccupies  such  portion of the Premises.  Notwithstanding the foregoing, in no
event  shall  the  amount of Rent abated hereunder exceed the amount of proceeds
Landlord  is  entitled  to  receive  under  the terms of the rental interruption
insurance  policies  Landlord  is  required  to  carry  hereunder.  Such  rights
to  abate Base Rent and Tenant's Share of Direct Expenses shall be Tenant's sole
and  exclusive  remedy  at  law  or  in equity for an Abatement Event; provided,
however,  that,  except as otherwise provided in Article 8 and 13 of this Lease,
                                                 ----------------
if  Landlord  has  not  cured  such  Abatement  Event  within one (1) year after
Landlord's receipt of the Abatement Event Notice, and if Landlord does not elect
to  relocate  Tenant  as provided in SECTION 10.3.3 below, Tenant shall have the
                                     --------------
right  to  terminate  this Lease during the first five (5) business days of each
calendar  month following the end of such one (1) year period until such time as
Landlord  has  cured  the  Abatement Event, which right may be exercised only by
delivery  of  notice  to  Landlord  and Lender (the "Abatement Event Termination
Notice")  during such five (5) business-day period, and shall be effective as of
a date set forth in the Abatement Event Termination Notice (the "Abatement Event
Termination  Date"),  which  Abatement  Event Termination Date shall not be less
than  ten  (10)  business  days,  and not more than two (2) years, following the
delivery  of  the  Abatement  Event  Termination  Notice.  Notwithstanding  the
foregoing,  Tenant  shall not have the right to terminate this Lease pursuant to
the  terms  of  this SECTION 10.3.2, if, as of the date of delivery by Tenant of
                     --------------
the  Abatement Event Termination Notice, (A) the Lender has recorded a notice of
default  on  the  Building  or  filed  a notice evidencing a legal action by the
Lender  against  Landlord  on  the  Building, or (B) the Lender has agreed that,


                                      -47-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
immediately  upon  recovery  of possession of the Building, the Lender will take
measures  to  cure  such  Abatement Event, and thereafter, the Lender diligently
proceeds  to  gain possession of the Premises and, to the extent the Lender does
gain  possession  of  the  Premises, the Lender diligently proceeds to cure such
Abatement  Event.

          10.3.3     Abatement Event Relocation Right.  Notwithstanding anything
                     --------------------------------
to  the  contrary  set  forth  in  SECTION 10.3.2 above, Landlord shall have the
                                   --------------
right,  at  Landlord's  sole  cost  and expense (except for the payment of rent,
which  shall  be payable as provided in this SECTION 10.3.3), to relocate Tenant
                                             --------------
(provided,  thereafter, Landlord cures the Abatement Event) from that portion of
the  Premises  which  is  affected by the Abatement Event to comparable space at
least  equal  in  size  to  the  affected  portion  of the Premises ("COMPARABLE
RELOCATION  SPACE")  (which Comparable Relocation Space need not be high-rise or
mid-rise  space) in the West San Fernando Valley by (i) providing notice thereof
to Tenant on or before the date which is ten (10) business days after expiration
of the Eligibility Period, and (ii) providing the Comparable Relocation Space in
a  condition ready for Tenant's move-in within sixty (60) days after such notice
from  Landlord  to  Tenant,  in  which  case  Tenant  shall  not have a right to
terminate  this  Lease  as  set  forth  in  SECTION  10.3.2 above; provided that
                                            ---------------
Landlord's  right  to relocate Tenant and thereby eliminate Tenant's termination
right  shall  only apply if Landlord reasonably, and in good faith, certifies to
Tenant  that  the  Abatement Event will be cured, and the relocation of Tenant's
personnel  back  into  the  affected  portion of the Premises will occur, within
fifteen  (15)  months  after  Landlord's  receipt of the Abatement Event Notice.
Landlord  shall  have  the obligation for payment of any rent in connection with
such Comparable Relocation Space, during any period in which Tenant is relocated
from  an  affected  portion of the Premises to such Comparable Relocation Space;
provided,  however,  that Tenant shall pay to Landlord the Base Rent or the rent
Landlord  is  actually  paying  for  the Relocated Space, whichever is less, and
Tenant's Share of Direct Expenses (which Tenant's Share of Direct Expenses shall
be  calculated using the amount of Tenant's Share of Direct Expenses that Tenant
was  paying  for  the  month  prior  to Tenant's delivery of the Abatement Event
Notice) for the affected portion of the Premises as Tenant's contribution toward
rent for the Comparable Relocation Space during the term of such relocation and,
because  the  payment  described  previously  in  this  sentence  shall  be  a
contribution  from  Tenant  toward rent for the Comparable Relocation Space (and
shall  not  constitute  Rent for the affected portion of the Premises), Tenant's
obligation  to pay Base Rent and Additional Rent shall abate with respect to the
affected  portion of the Premises as provided in SECTION 10.3.2 above during the
                                                 --------------
term  of  such relocation. All expenses reasonably incurred by Tenant for moving
from  and  returning  to the affected portion of the Premises, including but not
limited  to  costs  of stationery and business cards (to the extent applicable),
and  equipment  installations in connection with such relocation shall be funded
by  Landlord  within  thirty  (30)  days  of  invoice.

     10.4     Additional  Services.  Landlord  shall  also  have  the  exclusive
              --------------------
right,  but  not  the  obligation,  to  provide  any services in addition to the
Standard  Tenant  Services  which  may be required by Tenant, including, without
limitation,  locksmithing, additional janitorial service, and additional repairs
and  maintenance,  provided  that Tenant shall pay to Landlord upon billing, the
sum  of all costs to Landlord of such additional services plus an administrative
fee  at  a rate equal to ten percent (10%) of the cost of such service.  Charges
for  any service for which Tenant is required to pay from time to time hereunder
shall  be  deemed  Additional  Rent  hereunder  and shall be billed on a monthly
basis.


                                      -48-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     10.5     Year Round Access.  Landlord hereby represents and covenants that,
              -----------------
subject  to  Force  Majeure,  Tenant  shall  have access to the Premises and the
Building  Common Areas, twenty-four (24) hours per day, seven (7) days per week.
Tenant shall be furnished with a master key for the Building, which shall not be
duplicated by Tenant and which shall only be used by Tenant's Vice President for
Operations (or such other person as may be designated by Tenant in writing, from
time  to time), that will access all doors in the Premises (the "ACCESS AREAS").
Tenant shall indemnify, defend, protect, and hold Landlord harmless from any and
all  loss,  cost,  damage, expense and liability (including, without limitation,
court  costs  and  reasonable  attorneys  fees)  incurred  in connection with or
arising  from  Tenant's  access  to  such  areas  of the Building as a result of
Tenants'  having  such master key.  Tenant shall be responsible to pay all costs
and  expenses  incurred  in  connection  with  such master key.  Tenant shall be
entitled  to  access any Access Areas only for inspection purposes and shall not
be  entitled to utilize such master key for any other purpose including, without
limitation,  storage  purposes.  In  the event of any material violation of this
provision  Landlord  shall  be  entitled  to  change the locks on all such areas
and/or  require  the  delivery  of  the  master  key  by Tenant to Landlord, and
Tenant's  rights  under  this  SECTION 10.5 shall terminate and be of no further
                               ------------
force  or  effect.

     10.6     Restricted  Access.  Tenant  may  designate  certain  areas in the
              ------------------
Premises  as restricted areas and at its sole cost and expense secure such areas
with  additional  locks to which only Tenant and Building management will have a
key;  provided, however, that Building management shall only utilize such key in
the  case  of  a  perceived  emergency.  Tenant  acknowledges  that in order for
Landlord  to  provide  services  as  specified  in this Lease to such restricted
areas,  Tenant  must  provide  Landlord  or  Landlord's  agents,  employees  or
contractors  access  thereto.  If  Tenant  fails  to timely provide such access,
Landlord  shall  have no obligation to provide services to such areas during the
period  access  is  denied.

     10.7     Emergency  Generator.  Landlord  acknowledges  that  Tenant may be
              --------------------
installing  an  emergency  generator  in  the  basement  of  the  Building  (the
"EMERGENCY  GENERATOR").  Subject  to Landlord's prior approval of all plans and
specifications,  which  approval  shall  not  be  unreasonably  withheld, and at
Tenant's  sole  cost  and  expense,  Landlord shall permit Tenant to install and
maintain  the  Emergency  Generator  and  related fuel storage tank (without the
obligation  to  pay  Rent on the space so occupied), and connections between the
Emergency Generator and Landlord's electrical systems in the Building and in the
Adjacent  Building  and,  all  in  compliance  with  all  applicable  law.  Such
Emergency  Generator shall be used by Tenant only during (i) testing and regular
maintenance,  and (ii) the period of any electrical power outage in the Project.
Tenant shall be entitled to operate the Emergency Generator and such connections
to the Adjacent Building for testing and regular maintenance only upon notice to
Landlord  and at times reasonably approved by Landlord.  Tenant shall submit the
specifications  for  design,  operation,  installation  and  maintenance  of the
connections  to  the  Emergency  Generator  and  facilities  related  thereto to
Landlord for Landlord's consent, which consent will not be unreasonably withheld
or  delayed  and  may  be  conditioned  on Tenant complying with such reasonable
requirements  imposed  by Landlord, based on the advice of Landlord's engineers,
so  that  the  Building's Systems and Equipment are not materially and adversely


                                      -49-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
affected by the installation and operation of the Emergency Generator.  The cost
of  design  (including  engineering  costs)  and  installation  of the Emergency
Generator and the costs of the Emergency Generator itself shall be Tenant's sole
responsibility,  but  may,  at  Tenant's  option,  be  a  charge  to  the Tenant
Improvement  Allowance.  All  repairs and maintenance of the Emergency Generator
shall be the sole responsibility of Tenant, and Landlord makes no representation
or  warranty  with  respect  to  such Emergency Generator. At Landlord's option,
Landlord  may require that Tenant remove the Emergency Generator and all related
facilities  upon  the  expiration  or  earlier termination of this Lease and the
Adjacent Building Lease and repair all damage to the Project resulting from such
removal,  at  Tenant's sole cost and expense.  Notwithstanding the foregoing, at
such  time  as  this Lease is no longer in effect, but Tenant continues to lease
the  Adjacent  Building, Tenant shall continue to have the right to maintain the
Emergency  Generator  in  the  Building,  provided that, during such time Tenant
shall pay rent to the space dedicated to the Emergency Generator at a rate equal
to  the  "Dead  Storage  Annual  Rental  Rate",  as  that term is defined in the
Adjacent  Building Lease.  The terms of the preceding sentence shall survive the
termination  or earlier expiration of this Lease.  The Emergency Generator shall
be  deemed  to be a part of the Premises for purposes of the indemnification and
insurance provisions of this Lease, and Tenant shall maintain, at Tenant's cost,
industry  standard  "boiler  and  machinery"  insurance  coverage  with  respect
thereto.

                                   ARTICLE 11

                            ASSIGNMENT AND SUBLETTING

     11.1     Transfers.  Tenant shall not, without the prior written consent of
              ---------
Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to
attach  to,  or otherwise transfer, this Lease or any interest hereunder, permit
any  assignment,  or  other  transfer of this Lease or any interest hereunder by
operation  of law, sublet the Premises or any part thereof, or permit the use of
the  Premises  by  any  persons  other than Tenant and its employees (all of the
foregoing  are hereinafter sometimes referred to collectively as "Transfers" and
any  entity  to  whom  any  Transfer


                                      -50-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
is  made  or  sought  to  be  made  is  hereinafter  sometimes  referred to as a
"TRANSFEREE").  Any  sublease of the Premises shall be for a term which does not
exceed  the  remaining term of this Lease.  If Tenant desires Landlord's consent
to  any  Transfer,  Tenant  shall  notify Landlord in writing, which notice (the
"TRANSFER  NOTICE")  shall  include  (i)  the  proposed  effective  date  of the
Transfer,  which  shall  not be less than forty-five (45) days nor more than one
hundred  eighty  (180) days (or one (1) year, for any proposed assignment of all
of  Tenant's  interest  in  this Lease or a sublease of substantially all of the
Premises  for  substantially  all  of the remainder of the Lease Term) after the
date  of  delivery  of the Transfer Notice, (ii) a description of the portion of
the  Premises to be transferred (the "SUBJECT SPACE"), (iii) all of the terms of
the  proposed  Transfer and the consideration therefor, including calculation of
the  "Transfer  Premium",  as  that  term  is  defined in SECTION 11.3 below, in
                                                          ------------
connection  with such Transfer, the name and address of the proposed Transferee,
and  a copy of all existing executed and/or proposed documentation pertaining to
the proposed Transfer, including all existing operative documents to be executed
to  evidence  such  Transfer  or  the  agreements  incidental or related to such
Transfer,  and  (iv)  current  financial  statements  of the proposed Transferee
certified  by  an  officer,  partner or owner thereof, and any other information
required  by  Landlord,  which  will  enable Landlord to determine the financial
responsibility,  character, and reputation of the proposed Transferee, nature of
such Transferee's business and proposed use of the Subject Space, and such other
information  as  Landlord  may  reasonably  require.  Any  Transfer made without
Landlord's  prior written consent shall, at Landlord's option, be null, void and
of  no  effect, and shall, at Landlord's option, constitute a default by Tenant.
Tenant  shall  pay  Landlord's  reasonable  legal  fees  incurred by Landlord in
connection  with  any  proposed  Transfer  within  thirty  (30)  days  after the
execution  of  the  relevant  documents  evidencing  the  Transfer.

     11.2     Landlord's  Consent.  Landlord shall not unreasonably withhold its
              -------------------
consent  to  any proposed Transfer of the Subject Space to the Transferee on the
terms  specified  in  the  Transfer  Notice.  Landlord  shall  grant or deny its
consent  to  any  proposed  assignment of Tenant's interest in this Lease or any
sublease  of  substantially  all  of  the  Premises for substantially all of the
remainder  of  the Lease Term (collectively, an "ASSIGNMENT") within thirty (30)
days  of  Landlord's receipt of the Transfer Notice, and Landlord shall grant or
deny its consent to any other Transfer within fifteen (15) days after Landlord's
receipt  of the Transfer Notice.  If Landlord fails to grant or deny its consent
within  such time periods, Landlord shall be deemed to have given its consent to
such  Transfer.  Without  limitation  as  to  other  reasonable  grounds  for
withholding  consent, the parties hereby agree that it shall be reasonable under
this  Lease and under any applicable law for Landlord to withhold consent to any
proposed  Transfer  where  one  or  more  of  the  following  apply:

          11.2.1     The  Transferee  is of a character or reputation or engaged
in  a  business  which is not consistent with the quality of the Building or the
Project,  or  would be a significantly less prestigious occupant of the Building
than  Tenant;

          11.2.2     The  Transferee  intends  to  use  the  Subject  Space  for
purposes  which  are  not  permitted  under  this  Lease;

          11.2.3     The  Transferee  is  either  a  governmental  agency  or
instrumentality thereof (i) which is that of a foreign country, (ii) which is of
a  character or reputation, is engaged in a business, or is of, or is associated
with,  a political orientation or faction, which is materially inconsistent with
the  quality  of  the  Project,  or  which  would  otherwise reasonably offend a
landlord  of  a  Comparable  Building  if such Transferee occupied space in such
landlord's  building,  (iii) which is capable of exercising the power of eminent
domain  or  condemnation,  or  (iv) which would significantly increase the human
traffic  in  the  Premises  or  Building;

          11.2.4     The Transfer will result in more than a reasonable and safe
number  of  occupants  per  floor  within  the  Subject  Space;

          11.2.5     If the Transfer is an Assignment, or if upon the completion
of  the  proposed  Transfer more than one hundred twenty-five thousand (125,000)
rentable  square  feet  of  the  Premises  will  be  subject to Transfers or not
otherwise  occupied  by  Tenant or an Affiliate of Tenant, and the Transferee is
not a party of reasonable financial worth and/or financial stability in light of
the  responsibilities  involved  under  the  portion of the Lease subject to the
assignment  or  sublease  on  the  date  consent  is  requested;  or


                                      -51-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          11.2.6     The  proposed  Transfer  would cause a violation of another
lease for space in the Building, which violation relates to an exclusive retail,
stock  brokerage  or  banking  use.

     If  Landlord consents to any Transfer pursuant to the terms of this SECTION
                                                                         -------
11.2  Tenant  may,  within six (6) months after Landlord's consent but not later
----
than  the  expiration  of said six-month period, enter into such Transfer of the
Premises or portion thereof, upon substantially the same terms and conditions as
are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to
SECTION  11.1 of this Lease; provided that if there are any changes in the terms
-------------
and  conditions  from  those specified in the Transfer Notice such that Landlord
would  initially have been entitled to refuse its consent to such Transfer under
this  SECTION  11.2,  Tenant shall again submit the Transfer to Landlord for its
      -------------
approval  and  other action under this ARTICLE 11.  Notwithstanding any contrary
                                       ----------
provision  of  this  Lease,  if  Tenant  or  any proposed Transferee claims that
Landlord has unreasonably withheld or delayed its consent to a proposed Transfer
or  otherwise  has  breached its obligations under this ARTICLE 11, Tenant's and
                                                        ----------
such  Transferee's  only remedies shall be to seek a declaratory judgment and/or
injunctive  relief  by  arbitration  pursuant to SECTION 19.41.3, and Tenant, on
                                                 ---------------
behalf  of itself and, to the extent permitted by law, such proposed Transferee,
waives  all  other  remedies against Landlord, including without limitation, the
right  to  seek  monetary  damages  or  to  terminate  this  Lease.

     11.3  Transfer  Premium.
           -----------------

          11.3.1     Definition  of Transfer Premium.  If Landlord consents to a
                     -------------------------------
Transfer,  as  a condition thereto which the parties hereby agree is reasonable,
Tenant  shall  pay to Landlord fifty percent (50%) of any "Transfer Premium," as
that  term  is  defined  in  this  SECTION  11.3,  received  by Tenant from such
                                   -------------
Transferee.  "Transfer  Premium"  shall  mean all rent, additional rent or other
consideration  payable  by  such  Transferee  in connection with the Transfer in
excess of the Rent and Additional Rent payable by Tenant under this Lease during
the  term  of the Transfer (on a per rentable square foot basis if less than all
of  the  Premises  is  transferred)  after  deducting  the


                                      -52-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
reasonable  expenses  incurred  by  Tenant  for (i) any changes, alterations and
improvements to the Premises in connection with the Transfer, (ii) any brokerage
commissions  in connection with the Transfer, (iii) any costs to buy-out or take
over  the previous lease of a Transferee, (iv) reasonable legal fees incurred in
connection  with  the  Transfer,  (v) the amount of any Base Rent and Additional
Rent  paid  by  Tenant  to Landlord with respect to the Subject Space during the
period  commencing  on  the  later  of (a) the date Tenant has contracted with a
reputable  broker  to  market  the  Subject Space, and (b) the date Tenant gives
Landlord  notice  that  Tenant  has  vacated  the  Subject  Space,  until  the
commencement  of  the  term  of the Transfer, and (vi) any other "out-of-pocket"
monetary  concessions  reasonably  provided  in  connection  with  the  Transfer
including,  but  not  limited  to,  tenant  improvement or decorating allowances
(collectively,  the  "TRANSFER  COSTS").  "Transfer Premium" shall also include,
but  not  be limited to, key money, bonus money or other cash consideration paid
by  Transferee  to  Tenant  in connection with such Transfer, and any payment in
excess of fair market value for services rendered by Tenant to Transferee or for
assets,  fixtures,  inventory,  equipment, or furniture transferred by Tenant to
Transferee  in  connection  with  such Transfer. If part of the Transfer Premium
shall  be payable by the Transferee other than in cash, Landlord's share of such
non-cash  consideration  shall  be in such form as is reasonably satisfactory to
Landlord.

          11.3.2     Payment  of  Transfer  Premium.  The  determination  of the
                     ------------------------------
amount  of  Landlord's applicable share of the Transfer Premium shall be made on
an  annual  basis  in  accordance  with the terms of this SECTION 11.3.2, but an
                                                          --------------
estimate  of  the  amount of Landlord's applicable share of the Transfer Premium
shall be made each year and one-twelfth of such estimated annual amount shall be
paid  to Landlord promptly, but in no event later than the next date for payment
of  Base Rent hereunder, subject to an annual reconciliation on each anniversary
date  of  the  Transfer.  If  the payments to Landlord under this SECTION 11.3.2
                                                                  --------------
during  the  twelve  (12) months preceding each annual reconciliation exceed the
amount  of  Landlord's  applicable  share  of  Transfer Premium determined on an
annual basis, then Landlord shall credit the overpayment against Tenant's future
obligations  under  this SECTION 11.3.2 or, if the overpayment occurs during the
                         --------------
last  year  of the Transfer in question, refund the excess to Tenant.  If Tenant
has underpaid Landlord's applicable share of the Transfer Premium, as determined
by such annual reconciliation, Tenant shall pay the amount of such deficiency to
Landlord,  promptly,  but  in  no  event later than the next date for payment of
Basic  Rent  hereunder.  For  purposes of calculating the Transfer Premium on an
annual  basis,  Tenant's Transfer Costs shall be deemed to be offset against the
first  rent,  additional  rent or other consideration payable by the Transferee,
until  such  Transfer  Costs  are  exhausted.

          11.3.3     Calculations  of  Rent.  In the calculation of the Rent (as
                     ----------------------
it  relates  to  the  Transfer  Premium  calculated under SECTION 11.3.1 of this
                                                          --------------
Lease),  the Rent paid during each annual period for the Subject Space by Tenant
shall  be  computed after adjusting such rent to the actual effective rent to be
paid,  taking  into  consideration  any and all leasehold concessions granted in
connection  therewith, including, but not limited to, any rent credit and tenant
improvement  allowance.  For purposes of calculating any such effective rent all
such  concessions  shall be amortized on a straight-line basis over the relevant
term.

     11.4     Effect  of  Transfer.  If Landlord consents to a Transfer, (i) the
              --------------------
terms and conditions of this Lease shall in no way be deemed to have been waived
or  modified,  (ii)  such  consent  shall


                                      -53-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
not  be deemed consent to any further Transfer by either Tenant or a Transferee,
(iii)  Tenant  shall  deliver to Landlord, promptly after execution, an original
executed copy of all documentation pertaining to the Transfer in form reasonably
acceptable  to Landlord, and (iv) Tenant shall furnish upon Landlord's request a
complete  statement, certified by an independent certified public accountant, or
Tenant's chief financial officer, setting forth in detail the computation of any
Transfer  Premium  Tenant  has  derived and shall derive from such Transfer.  No
Transfer  relating to this Lease or agreement entered into with respect thereto,
whether  with  or  without  Landlord's  consent,  shall  relieve  Tenant  or any
guarantor  of  the  Lease  from  liability  under  this  Lease.  Landlord or its
authorized representatives shall have the right at all reasonable times to audit
the books, records and papers of Tenant relating to any Transfer, and shall have
the  right  to  make  copies  thereof.  If  the  Transfer Premium respecting any
Transfer shall be found understated, Tenant shall, within thirty (30) days after
demand,  pay  the  deficiency and, if understated by more than two percent (2%),
Landlord's  costs  of  such  audit.

     11.5     Non-Transfers.  Notwithstanding anything to the contrary contained
              -------------
in  this  ARTICLE  11,  an  assignment  or subletting of all or a portion of the
          -----------
Premises  to an "Affiliate" of Tenant  shall not be deemed a Transfer under this
ARTICLE 11, provided that (i) Tenant notifies Landlord of any such assignment or
----------
sublease  within thirty (30) days after its effective date and promptly supplies
Landlord  with  any  documents  or  information reasonably requested by Landlord
regarding  such  assignment  or  sublease  or  such  Affiliate,  and  (ii)  such
assignment  or  sublease  is not a subterfuge by Tenant to avoid its obligations
under  this Lease.  The term "Affiliate" of Tenant shall mean an entity which is
controlled by, controls, or is under common control with Tenant or a corporation
which merges with Tenant, whether by statutory merger or an exchange of stock or
transfer of assets.  The term "control," or "controlled" as used in this SECTION
                                                                         -------
11.5,  shall  mean  the  ownership,  directly  or indirectly, of more than fifty
----
percent  (50%)  of the voting securities of, or possession of the right to vote,
in  the  ordinary  direction of its affairs, of more than fifty percent (50%) of
the  voting  interest  in,  an  entity.

     11.6  Miscellaneous  Transfer  Provisions.
           -----------------------------------

          11.6.1     Estoppel  Certificate.  Upon  Tenant's  request,  Landlord
                     ---------------------
shall  provide  to  any  proposed Transferee of Tenant's interest in the Subject
Space,  an estoppel certificate substantially in the form of EXHIBIT F, attached
                                                             ---------
hereto,  with  contextual modifications due to the fact that such certificate is
being  provided  by  Landlord  to  a  Transferee  rather  than  by  Tenant  to a
prospective  purchaser  or  lender  of  the  Building.

          11.6.2     Landlord's Recognition of Transfers Upon Lease Termination.
                     ----------------------------------------------------------
Tenant  may  request,  as part of its Transfer Notice under SECTION 11.1, above,
                                                            ------------
that  a  sublessee  leasing  all of the Premises receive a recognition agreement
("RECOGNITION  AGREEMENT")  from  Landlord which provides that in the event this
Lease  is  terminated,  Landlord  shall recognize the Transfer as a direct lease
between  Landlord  and  such  subtenant,  provided  that  Landlord shall only be
obligated  to  execute  a  Recognition  Agreement  with such sublessee under the
following  conditions  (which  conditions  must  be reflected in the Recognition
Agreement):  (i)  Landlord  shall not be bound by any terms or conditions of the
Transfer which are inconsistent with the terms and conditions of this Lease, and
if the economic terms of such Transfer (as between Tenant and such sublessee and
on  a  per  rentable  square  foot  basis)  are  less  favorable  to


                                      -54-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Tenant (as the sublessor) than those economic terms set forth in this Lease, the
Recognition  Agreement  shall  provide  that  upon termination of this Lease, as
between  Landlord  and  the  sublessee,  the economic terms shall be adjusted to
those  set  forth in this Lease (on a per rentable square foot basis); provided,
however,  that if the economic terms of such Transfer (as between Tenant and the
sublessee  on  a  per rentable square foot basis) are equal to or more favorable
than  those  set  forth  in this Lease, such more favorable economic terms shall
continue  to  apply  upon  the  date  that this Lease is terminated and Landlord
recognizes  the  Transfer as a direct lease between Landlord and such sublessee;
(ii)  the  terms  and  provisions of SECTION 2.3 shall not be applicable to such
                                     -----------
sublessee  unless  the  sublessee  is leasing the entire Premises for the entire
remainder  of  the  Lease  Term  (in  which case such sublessee may exercise any
remaining Renewal Option Right(s) set forth in SECTION 2.3 above, (iii) Landlord
                                               -----------
shall  not  be liable for any act or omission of Tenant, (iv) Landlord shall not
be  subject  to  any  offsets  or  defenses which the sublessee might have as to
Tenant  or  to  any claims for damages against Tenant, (v) Landlord shall not be
required  or  obligated to credit the sublessee with any rent or additional rent
paid  by  the  sublessee  to  Tenant,  (vi)  Landlord  shall  be responsible for
performance  of  only  those covenants and obligations of Tenant pursuant to the
Transfer  accruing  after  the  termination  of  this Lease, (vii) the sublessee
shall,  upon  termination  of  this  Lease,  agree  to  make  full  and complete
attornment  to  Landlord, as lessor, pursuant to a written agreement executed by
Landlord  and  the  sublessee,  so  as  to  establish direct privity of contract
between  Landlord and the sublessee with the same force and effect as though the
Transfer  was  originally  made directly between Landlord and the sublessee, and
(viii)  as  a  condition  to Landlord's obligation to enter into the Recognition
Agreement, in addition to Landlord's rights set forth under SECTION 11.2, above,
                                                            ------------
Landlord  shall  have  the  right to reasonably approve the creditworthiness and
financial  strength  of  the sublessee, which reasonable approval shall be based
upon  the  creditworthiness  and  financial  strength then generally required by
Landlord  and landlords of the Comparable Buildings of new tenants leasing space
of  a  rentable  area comparable to the rentable area of the Subject Space for a
term  equal  to  the remaining Lease Term and at a rental rate equal to the Base
Rent rental rate under this Lease.  Upon Landlord's written request given at any
time  after  the  termination  of  this Lease, the sublessee shall execute a new
lease  for  the Subject Space upon the same terms and conditions as set forth in
the  Recognition  Agreement.

                                   ARTICLE 12

                               DEFAULTS; REMEDIES

     12.1     Events  of Default.  Subject to the terms of SECTION 19.41, below,
              ------------------                           -------------
the  occurrence of any of the following shall constitute a default of this Lease
by  Tenant:

          12.1.1     Any  failure  by Tenant to pay any Rent or any other charge
required  to  be  paid under this Lease, or any part thereof, where such failure
continues  for  ten  (10) days after written notice from Landlord to Tenant that
such  amount  is due; provided that any such notice shall be in lieu of, and not
in  addition  to,  any  notice required under California Code of Civil Procedure
SECTION  1161  or  any  similar  or  successor  law;  or
-------------

          12.1.2     Any  failure  by  Tenant  to  observe  or perform any other
provision,  covenant  or  condition of this Lease to be observed or performed by
Tenant  where  such  failure  continues


                                      -55-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
for  thirty  (30)  days  after  written  notice thereof from Landlord to Tenant;
provided  that  (i) any such notice shall be in lieu of, and not in addition to,
any notice required under California Code of Civil Procedure SECTION 1161 or any
                                                             ------------
similar  or  successor  law; (ii) if the nature of such default is such that the
same  cannot  reasonably  be cured within a thirty (30) day period, Tenant shall
not  be deemed to be in default if it diligently commences such cure within such
period  and  thereafter diligently proceeds to rectify and cure said default, as
soon  as  possible;  and  (iii) the cure period specified in this SECTION 12.1.2
                                                                  --------------
shall  not  be  applicable  to  Tenant's obligations under SECTIONS 5.3,19.1 and
                                                           -----------------
19.11  of  this  Lease;  i.e.,  Tenant's  failure  to comply with any provision,
covenant or condition described in such sections and/or articles within the time
periods specified in such SECTIONS 5.3,19.1 and 19.11 shall constitute a default
                          -----------------     -----
under  this  SECTION  12.1.2;  or
             ---------------

          12.1.3     Any  of  the  following:  (i)  if  Tenant  makes  a general
assignment  or  general  arrangement  for  the  benefit  of creditors; (ii) if a
petition  for  adjudication of bankruptcy or for reorganization or rearrangement
is  filed  by  or  against  Tenant and is not dismissed within ninety (90) days;
(iii)  if a trustee or receiver is appointed to take possession of substantially
all  of  Tenant's assets located in the Premises or of Tenant's interest in this
Lease  and possession is not restored to Tenant within ninety (90) days; or (iv)
if  substantially  all of Tenant's assets located in the Premises or of Tenant's
interest  in  this Lease is subjected to attachment, execution or other judicial
seizure  which  is  not  discharged  within  ninety  (90)  days;  or

          12.1.4     A  default  by  Tenant,  after expiration of any applicable
cure  periods,  under  the  Adjacent  Building  Lease.

     12.2     Remedies  Upon  Default.  Upon  the  occurrence  of  any  event of
              -----------------------
default  by  Tenant,  Landlord  shall  have,  in  addition to any other remedies
available  to Landlord at law or in equity, the option to pursue any one or more
of  the  following  remedies,  each  and  all  of  which shall be cumulative and
nonexclusive,  without  any  notice  or  demand  whatsoever.

          12.2.1     Terminate Tenant's right to possession by any lawful means,
in  which  event this Lease and the term hereof shall terminate and Tenant shall
immediately  surrender  possession  of the Premises to Landlord.  In such event,
Landlord  may  recover  from  Tenant  the  following:

                (i)     The  worth at the time of award of any unpaid Rent which
had  been  earned  at  the  time  of  such  termination;  plus

                (ii)     The  worth  at the time of award of the amount by which
the unpaid Rent which would have been earned after termination until the time of
award  exceeds the amount of such rental loss that Tenant proves could have been
reasonably  avoided;  plus

                (iii)     The  worth at the time of award of the amount by which
the  unpaid  Rent  for  the  balance  of  the Lease Term after the time of award
exceeds  the  amount  of  such  rental  loss  that Tenant proves could have been
reasonably  avoided;  plus

                (iv)     Any  other  amount necessary to compensate Landlord for
all  the  detriment  proximately  caused  by  Tenant's  failure  to  perform its
obligations  under  this  Lease  or


                                      -56-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
which  in  the  ordinary  course  of things would be likely to result therefrom,
specifically including but not limited to, brokerage commissions and advertising
expenses  incurred,  expenses  of remodeling the Premises or any portion thereof
for  a  new  tenant,  whether  for  the same or a different use, and any special
concessions  made  to  obtain  a  new  tenant;  and

                (v)     At Landlord's election, but subject to the provisions of
this Lease, such other amounts in addition to or in lieu of the foregoing as may
be  permitted  from  time  to  time  by  applicable  law.

     The  term  "Rent" as used in this SECTION 12.2 shall be deemed to be and to
                                       ------------
mean  all  sums  of  every  nature required to be paid by Tenant pursuant to the
terms  of  this  Lease, whether to Landlord or to others.  As used in Paragraphs
12.2.1(i) and (ii), above, the "worth at the time of award" shall be computed by
allowing  interest  at the rate set forth in SECTION 19.28 of this Lease, but in
                                             -------------
no  case  greater than the maximum amount of such interest permitted by law.  As
used  in  Paragraph 12.2.1(iii) above, the "worth at the time of award" shall be
computed  by discounting such amount at the discount rate of the Federal Reserve
Bank  of  San Francisco at the time of award plus one percent (1%).  If Landlord
terminates  this  Lease  or  Tenant's  right  to  possession, Landlord shall use
reasonable  efforts  to  mitigate Landlord's damages, subject to any Recognition
Agreement  entered  into  pursuant to SECTION 11.6.2, above, and Tenant shall be
                                      --------------
entitled  to submit proof of such failure to mitigate as a defense to Landlord's
claims hereunder, if mitigation of damages by Landlord is required by applicable
law.

          12.2.2     Landlord  shall  have  the  remedy  described in California
Civil  Code  SECTION  1951.4 (lessor may continue lease in effect after lessee's
             ---------------
breach  and  abandonment  and  recover rent as it becomes due, if lessee has the
right  to  sublet  or  assign,  subject  only  to  reasonable  limitations).
Accordingly,  if  Landlord  does not elect to terminate this Lease on account of
any default by Tenant, Landlord may, from time to time, without terminating this
Lease,  enforce  all  of its rights and remedies under this Lease, including the
right  to  recover  all  Rent  as  it  becomes  due.

     12.3     Sublessees  of Tenant.  If Landlord elects to terminate this Lease
              ---------------------
on  account of any default by Tenant as set forth in this ARTICLE 12, absent any
                                                          ----------
contrary  agreement  between  Landlord  and  such  subtenant,  licensee  or
concessionaire,  Landlord  shall  have  the  right  to  terminate  any  and  all
subleases, licenses, concessions or other consensual arrangements for possession
entered  into  by  Tenant  and affecting the Premises or may, in Landlord's sole
discretion,  succeed  to  Tenant's  interest  in  such  subleases,  licenses,
concessions  or arrangements.  In the event of Landlord's election to succeed to
Tenant's  interest in any such subleases, licenses, concessions or arrangements,
Tenant shall, as of the date of termination of this Lease, have no further right
to  or  interest  in  the  rent  or  other  consideration receivable thereunder.

     12.4     Form  of  Payment  After  Default.  Following the occurrence of an
              ---------------------------------
event of default by any Transferee (but not as to the originally-named Tenant or
any  Affiliate  assignee),  Landlord shall have the right to require that any or
all subsequent amounts paid by Tenant to Landlord hereunder, whether to cure the
default  in  question  or  otherwise,  be  paid  in the form of wire transfer of
immediate  funds,  cash,  money  order, cashier's or certified check drawn on an


                                      -57-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
institution  acceptable  to  Landlord,  or  by other means approved by Landlord,
notwithstanding  any prior practice of accepting payments in any different form.

     12.5     Efforts  to  Relet.  For the purposes of this ARTICLE 12, Tenant's
              ------------------                            ----------
right  to  possession  shall not be deemed to have been terminated by efforts of
Landlord  to relet the Premises, by its acts of maintenance or preservation with
respect  to  the Premises, or by appointment of a receiver to protect Landlord's
interests  hereunder.  The  foregoing  enumeration is not exhaustive, but merely
illustrative  of  acts  which  may  be performed by Landlord without terminating
Tenant's  right  to  possession.

     12.6     No Waiver of Redemption by Tenant.  Nothing herein shall be deemed
              ---------------------------------
to  constitute a waiver of Tenant's right to redeem, by order or judgment of any
court  or  by  any  legal  process  or  writ, Tenant's right of occupancy of the
Premises  after  any  termination  of  this  Lease.

     12.7     Landlord's  Default.
              -------------------

          12.7.1     General.  Landlord  shall not be deemed to be in default in
                     -------
the  performance  of  any  obligation required to be performed by Landlord under
this  Lease  if  (i)  in  the  event  of failure by Landlord with respect to the
payment  of  money,  Landlord  pays  any  unpaid  amount within ten (10) days of
written  notice  from Tenant that the same was not paid when due, or (ii) unless
and  until  it  has failed to perform such obligation for thirty (30) days after
written  notice  by Tenant to Landlord specifying wherein Landlord has failed to
perform  such  obligation;  provided  however,  that if the nature of Landlord's
obligation  is  such that more than thirty (30) days are reasonably required for
its  performance, then Landlord shall not be deemed to be in default if it shall
commence  such  performance  within such thirty (30) day period and, thereafter,
diligently prosecutes the same to completion.  If Landlord disagrees with Tenant
that  Landlord  is  in  default,  then,  Landlord  may  submit  the  dispute  to
arbitration pursuant to the provisions of SECTION 19.41 hereof. Upon any default
                                          -------------
committed by Landlord, after giving effect to any applicable cure period, Tenant
may, except as specifically provided in this Lease to the contrary, exercise any
of  its  rights  provided  in  law  or  in  equity.

          12.7.2     Lender's  Right to Cure and Notice.  No failure of Landlord
                     ----------------------------------
to  make any payment required to be made by Landlord hereunder, or to observe or
perform any covenant, condition or provision of this Lease, shall entitle Tenant
to  declare  a  default  under  this  Lease  unless (i)  Tenant shall have given
written  notice  to  Lender  of (A) such failure of Landlord, which notice shall
have  been  given concurrently with Tenant's giving of notice of such failure to
Landlord  and  (B)  of  Landlord's  failure  to  cure within any applicable cure
period,  and  (ii)  such  Lender  has  been  given ninety (90) days to cure such
default  after  the  expiration  of  Landlord's cure period set forth in SECTION
                                                                         -------
12.7.1,  above;  provided  however,  except  as  set forth in the Nondisturbance
Agreement  to  the  contrary,  in  the  absence of such Lender's express written
consent, Lender shall not be deemed to have assumed Landlord's obligations under
this  Lease  and  Landlord shall remain solely liable for the performance of all
terms,  covenants and conditions of this Lease both prior and subsequent to such
Lender's  exercise  of any right to cure; and, provided further, however, if the
default  by Landlord is of such a nature that it may not be cured by such Lender
without the Lender becoming the owner of the Building, Tenant shall not exercise
any remedy if such Lender (A) commences a non-judicial foreclosure of Landlord's


                                      -58-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
interest  in the Building within sixty (60) days of the expiration of Landlord's
cure  period, (B) thereafter uses reasonable efforts to complete the foreclosure
of  Landlord's interest in the Building and (C) cures such default within thirty
(30)  days  after  the  completion  of  such  foreclosure or, if the cure cannot
reasonably  be  effected within thirty (30) days, commences the cure within such
thirty (30) day period and thereafter diligently pursues it to completion.  Such
Lender  shall  have  the right to perform all obligations of Landlord under this
Lease  on  behalf  of Landlord, but such Lender shall have no obligation to cure
any  default  under  this  Lease unless it becomes an owner of the Building.  If
Lender  effectuates  a cure pursuant to this SECTION 12.7.2, then Landlord shall
                                             --------------
not  be  in  default  of  this  Lease  with  respect  to  the  item  so  cured.

                                   ARTICLE 13

                                  CONDEMNATION

     13.1     Building  and  Premises.  If  twenty  percent (20%) or more of the
              -----------------------
number  of  rentable  square  feet  of  the  Premises shall be taken by power of
eminent  domain  or  condemned  by  any  competent  authority  for any public or
quasi-public  use  or  purpose,  or  if  Landlord  shall  grant  a deed or other
instrument in lieu of such taking by eminent domain or condemnation (any of such
events  may be referred to herein as a "TAKING"), Landlord and Tenant shall each
have  the  option  to  terminate this Lease upon ninety (90) days' prior written
notice  to  the  other,  provided such notice is given no later than one hundred
eighty  (180)  days  after  the  date  of  such  Taking.

     13.2     Parking  Structure.  If  a portion of the Parking Structure and/or
              ------------------
reasonable  access  thereto  is  taken and, thereafter, a substantial portion of
Tenant's  parking  rights  under  this Lease are terminated, unless Landlord can
provide  permanent replacement parking for Tenant's terminated rights within the
area  bounded  by  Victory  Boulevard, Canoga Avenue, Oxnard Street, and Topanga
Canyon  Boulevard,  Tenant  shall  have  the  right to terminate this Lease upon
ninety  (90)  days'  prior  written  notice to Landlord (provided such notice is
given  no later than ninety (90) days after receipt of notice from Landlord that
it  cannot  provide  such permanent replacement parking), or to delete such full
floors  of  the Building from the Premises as appropriate in Tenant's reasonable
judgment  to compensate for the consequent loss of parking.  If Tenant elects to
delete  such full floors from the Premises, then all obligations measured by the
number  of  rentable  square  feet  of the Premises (such as Rent, the number of
Tenant's  parking  passes,  and  Tenant's  Share) shall be adjusted accordingly.
Notwithstanding the foregoing, Tenant's right to reduce the size of the Premises
to compensate for the consequent loss of parking, as aforesaid, shall be limited
to one thousand (1,000) rentable square feet of the Premises for every three and
thirty-four  one-hundredths  (3.34)  parking  privileges  lost  as a result of a
partial Taking of the Parking Structure or reasonable access thereto.  Moreover,
if  such  reduction  would  result  in a portion of the Premises consisting of a
partial floor of the Building, such partial floor shall be rounded-off either up
or down (whichever is closest) to a full floor and Tenant shall only be entitled
to  delete  full  floors.

     13.3     Award.  Landlord  shall be entitled to the entire award or payment
              -----
in  connection  therewith,  except  that Tenant shall have the right to file any
separate  claim available to Tenant for any taking of Tenant's personal property
and  fixtures  belonging  to  Tenant  and  removable  by


                                      -59-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Tenant  upon  expiration  of the Lease Term pursuant to the terms of this Lease,
and for goodwill and moving expenses, so long as such claims do not diminish the
award  available  to Landlord, its ground lessor with respect to the Building or
Project  or  its  mortgagee,  and  such  claim  is payable separately to Tenant.

     13.4     Miscellaneous.  All  Rent  shall  be apportioned as of the date of
              -------------
such  termination,  or the date of such Taking, whichever shall first occur.  If
any  part  of  the  Premises  shall  be  taken,  and this Lease shall  not be so
terminated,  the Rent shall be proportionately abated.  Tenant hereby waives any
and  all  rights  it  might  otherwise  have pursuant to SECTION 1265.130 of The
                                                         ----------------
California  Code  of  Civil  Procedure.

                                   ARTICLE 14

                                    BROKERS

     Landlord  and  Tenant  hereby  warrant  to each other that they have had no
dealings with any real estate broker or agent in connection with the negotiation
of  this  Lease,  excepting  only the real estate brokers or agents specified in
SECTION  11  of the Summary (the "BROKERS"), and that they know of no other real
-----------
estate  broker  or agent who is entitled to a commission in connection with this
Lease.  Landlord  shall  pay  the  brokerage commissions owing to the Brokers in
connection with the transaction contemplated by this Lease pursuant to the terms
of  agreements  between  Landlord and the Brokers, and Landlord shall defend and
indemnify  Tenant  against  any  claim  for brokerage commissions by the Brokers
arising  out  of  this  transaction,  including  reasonable  attorneys  fees and
disbursements.  Each  party  agrees  to  indemnify  and  defend  the other party
against  and  hold  the  other  party harmless from any and all claims, demands,
losses,  liabilities, lawsuits, judgments, costs and expenses (including without
limitation reasonable attorneys' fees) with respect to any leasing commission or
equivalent  compensation alleged to be owing on account of any dealings with any
real  estate  broker or agent, other than the Brokers, occurring by, through, or
under  the  indemnifying  party.

                                   ARTICLE 15

                              LANDLORD'S LIABILITY

     It is expressly understood and agreed that notwithstanding anything in this
Lease  to  the contrary, and notwithstanding any applicable law to the contrary,
the liability of Landlord hereunder (including any successor Landlord hereunder)
and  any  recourse  by  Tenant  against  Landlord  shall  be  limited solely and
exclusively  to  the  interest of Landlord (as opposed to its general or limited
partners)  in  and  to the Building and the Project (including the rental income
from  the  same and the proceeds of sale of the same), and neither Landlord, nor
any  of  its  constituent  partners  or  subpartners,  shall  have  any personal
liability therefor, and Tenant, on behalf of itself and all persons claiming by,
through  or under Tenant, hereby expressly waives and releases Landlord and such
partners  from  such  personal  liability.


                                      -60-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   ARTICLE 16

                         REASONABLENESS AND GOOD FAITH

     Except  as  specifically provided to the contrary in this Lease, and except
for  matters  which  could affect (i) the Systems and Equipment of the Building,
(ii) the structural aspects of the Building, or (iii) the exterior appearance of
the Building, in which case Landlord shall have the right to act in its sole and
absolute  discretion  (but  at all times in good faith), any time the consent or
approval  of  Landlord  or  Tenant is required under this Lease, such consent or
approval  shall  not be unreasonably withheld, conditioned or delayed.  The fact
that,  in  various  places  in  the  text  of this Lease, the foregoing standard
limiting  discretion to withhold consent or approval is expressly stated only in
part  or  is not expressly stated, at all, shall not be construed as an intended
departure from the applicability of said standard in all instances where consent
or  approval  is required other than those instances excepted in the immediately
preceding  sentence.  Likewise, except as provided in the first sentence of this
ARTICLE  16,  whenever  the  Lease  grants  Landlord or Tenant the right to take
-----------
action,  exercise  discretion,  establish  rules  and  regulations,  or  make  a
designation,  allocation  or  other determination, Landlord and Tenant shall act
reasonably  and  in  good  faith.  If  either  Landlord  or Tenant withholds any
consent  or  approval requested by the other party, the withholding party shall,
on written request, deliver to the other party a written statement specifying in
detail  the  reasons  such  consent  or  approval  was  withheld.

                                   ARTICLE 17

                             INTENTIONALLY OMITTED

                                   ARTICLE 18

                                 TENANT PARKING

     18.1     Number  of  Parking  Passes.  Tenant  shall be provided during the
              ---------------------------
Lease  Term, free of charge, the number of parking passes set forth in SECTION 9
                                                                       ---------
of  the  Summary (the "BASIC NUMBER"), which parking passes shall pertain to the
Project's Parking Structure and parking areas.  In addition to the Basic Number,
fifteen  (15) additional parking passes (subject to the maximum number of spaces
available  in  the  Project  parking  areas)  shall be allocated to Tenant at no
additional  cost  to Tenant (the "BONUS PASSES").  Except as provided in SECTION
                                                                         -------
18.3  below,  such  parking  passes  shall  be  unreserved  parking  passes.
----
Notwithstanding  the  foregoing, Tenant acknowledges and agrees that, during the
construction  of  the Parking Structure and Adjacent Building (the "CONSTRUCTION
PERIOD"),  Landlord may not be able to provide all of such spaces in the parking
areas  within the Project.  Notwithstanding the foregoing, Landlord agrees that,
to  the  extent  parking  spaces  in  the  Project  are  displaced  during  the
Construction  Period,  Landlord  will  provide,  pursuant  to  the terms of that
certain  Temporary  Parking  License Agreement entered into between Landlord and
West  Valley  Partnership  in  connection  with the construction of the Adjacent
Building,  Common  Areas and Parking Structure as contemplated by this Lease and
the  Adjacent  Building Lease, temporary replacement parking spaces in the paved
portion  of the property to the West of the Project bordering Topanga Boulevard.


                                      -61-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     18.2     Parking  Rate.  Prior  to  December  1, 1999, Tenant shall pay for
              -------------
sixty-three  (63)  parking  spaces  at  the  rate of $70.00 per space per month.
During  the  remainder  of  the  Lease  Term, including any Renewal Option Term,
Tenant  shall not be obligated to pay for the use of parking passes or spaces up
to the Basic Number since Tenant's parking charges are included in the amount of
Base  Rent.  To  the  extent  Tenant  uses parking passes, from time to time, as
allowed  by Landlord, in excess of the sum of the Basic Number and Bonus Passes,
Tenant  shall  pay to Landlord for Tenant's parking passes, at the same time and
in  the  same manner as Base Rent at rates not exceeding the prevailing rates in
Comparable  Buildings.

     18.3     Parking  Spaces.  Tenant shall have the right to utilize the Bonus
              ---------------
Passes  in  connection with designated spaces in the Project parking areas to be
initially  selected  by  Tenant  and,  thereafter,  moved  only  with Landlord's
approval.  Tenant  may  use  such spaces for customer parking or other specified
uses,  in  Tenant's  discretion.  In  addition,  Tenant  may request Landlord to
designate  a  limited  number of specific parking spaces or areas for the use of
Tenant  for  its  pool  cars or vans, executive parking, manager parking, claims
parking, as well as other specified uses, in each instance subject to Landlord's
right  to  reject  any  such  designation when, and to the extent that, it would
materially  and  adversely affect the efficient operation of the Project parking
areas  for  the  benefit  of  all of the tenants in the Project.  In making such
designations,  Landlord  and  Tenant  shall take into consideration the relative
level  of  occupancy  and  use of the Project by Tenant in relation to the other
tenants  in  the  Adjacent  Building.  Moreover, if, when and so long as, Tenant
leases  one  hundred  percent  (100%)  of  the  occupancy  space in the Project,
Landlord  waives its right to reject any such designation.  If specific areas of
the  parking  structure  are  designated  for  use  by particular tenants in the
Project,  Tenant  shall  be  entitled  to priority over all other tenants in the
selection  of such specific areas.  There shall be no tandem parking permitted.

     18.4     Visitor  Parking.  Certain  areas  of  the  Project  Common  Area,
              ----------------
including  the  Parking  Structure  may  be  set  aside  by Landlord for visitor
parking.  Visitor  parking  shall  be  at  a  charge  to  visitors  at  the rate
established  by Landlord from time to time.  Tenant may purchase validations for
visitor  parking  from  Landlord or Landlord's parking operator and may elect to
validate such parking for its visitors.  Visitor parking rates and the price for
validations  shall  not  exceed  the  rates  and  prices  typically  charged  in
Comparable  Buildings.  Notwithstanding  the  foregoing,  Landlord  agrees  that
Tenant's  "claims"  customers (i.e., customers having insurance claims adjusted)
shall  have  the  right  to  use  the  parking  areas  free  of  charge.

     18.5     Passenger  Drop-Off  and Pick-Up.  Landlord agrees that, following
              --------------------------------
construction  of  the  Adjacent  Building  and Parking Structure, Landlord shall
provide  free drop-off and pick-up at the Project for Tenant's employees, either
through  the  creation  of  a special passenger loading and unloading area which
does not require entry into the main Project parking areas, or by establishing a
"grace  period"  equal  to  ten  (10)  minutes  in the mornings and fifteen (15)
minutes  in  the  evenings  during which visitors can enter and exit the Project
parking  areas  without  charge.

     18.6     Miscellaneous Parking Provisions.  Tenant shall abide by all rules
              --------------------------------
and regulations which are prescribed from time to time for the orderly operation
and use of the Project's parking facilities, and Tenant shall use its good faith
efforts  to  cause  its  employees  and  visitors  to comply with such rules and
regulations.  Landlord  may  refuse  to permit any person who violates the rules
and  regulations  of  the Project's parking facilities from parking therein, and
any  violation  of  such


                                      -62-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
rules shall subject such person's vehicle to removal.  Subject to Tenant's prior
written  approval  (except  when  required  by law), which approval shall not be
unreasonably  withheld  or  delayed, Landlord shall have the right to change the
size  of  parking spaces, configuration, design, layout and all other aspects of
the  Project's  parking facilities.  Subject to Tenant's prior written approval,
Landlord  may,  without  incurring  any  liability  to  Tenant  and  without any
abatement  of Rent under this Lease, from time to time, temporarily close-off or
restrict  access  to the Project's parking facilities for purposes of permitting
or  facilitating  any  such  construction, alteration or improvements.  However,
Landlord shall use commercially reasonable efforts to minimize such restrictions
upon  access  and shall use commercially reasonable efforts to provide to Tenant
alternative  parking  during  such  periods,  which  shall be within or in close
proximity  to  the  Project, and shall provide reasonably adequate security and,
when appropriate, shuttle services, to and from such alternative parking area to
minimize  any  inconvenience  to Tenant resulting from such temporary closure or
restricted  access.  Landlord  may  delegate its responsibilities hereunder to a
parking  operator, in which case such parking operator shall have all the rights
of  control  attributed  hereby to the Landlord.  The parking passes provided to
Tenant  pursuant  to  this  ARTICLE  18 are provided to Tenant solely for use by
                            -----------
Tenant's  own  personnel  and  such  passes  may  not  be transferred, assigned,
subleased  or  otherwise  alienated by Tenant without Landlord's prior approval;
provided, however, Tenant may transfer a portion of the parking passes rented by
Tenant pursuant to this ARTICLE 18 to a Transferee permitted pursuant to ARTICLE
                        ----------                                       -------
11  of  this  Lease.  Such  portion  shall  be based upon the number of rentable
--
square  feet  of  the Premises subject to the applicable Transfer in relation to
the  total  number  of  rentable  square  feet  contained  within  the Premises.

                                   ARTICLE 19

                            MISCELLANEOUS PROVISIONS

     19.1     Estoppel  Certificates.  Within  fifteen  (15)  business  days
              ----------------------
following  a request in writing by Landlord, Tenant shall execute and deliver to
Landlord  an  estoppel  certificate  which,  as  submitted by Landlord, shall be
substantially  in  the form of EXHIBIT F, attached hereto (or such other form as
                               ---------
may  reasonably  be  required  by  any prospective mortgagee or purchaser of the
Project,  or  any portion thereof, in which event Tenant shall have no less than
twenty (20) business  days in which to execute and deliver the same), indicating
therein  any  exceptions  thereto  that  may  exist at that time, and shall also
contain  any  other  information  reasonably requested by Landlord or Landlord's
mortgagee  or  prospective mortgagee.  Tenant shall execute and deliver whatever
other  instruments  may  be  reasonably  required of a tenant for such purposes.
Failure  of  Tenant  to  timely execute and deliver such estoppel certificate or
other  instruments  shall  constitute  an  acceptance  of  the  Premises  and an
acknowledgment  by  Tenant  that statements included in the estoppel certificate
are  true  and  correct,  without  exception.

     19.2     Partial Invalidity.  If any term, provision or condition contained
              ------------------
in  this  Lease shall, to any extent, be invalid or unenforceable, the remainder
of  this  Lease,  or  the  application  of  such term, provision or condition to
persons or circumstances other than those with respect to which it is invalid or
unenforceable,  shall  not  be  affected thereby, and each and every other term,
provision  and  condition  of  this  Lease shall be valid and enforceable to the
fullest  extent  possible  permitted  by  law.


                                      -63-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     19.3     Time of Essence.  Time is of the essence of this Lease and each of
              ---------------
its  provisions.

     19.4     Captions.  The  captions  of  Articles  and  Sections  are  for
              --------
convenience only and shall not be deemed to limit, construe, affect or alter the
meaning  of  such  Articles  and  Sections.

     19.5     Notices.  All  notices,  demands,  statements,  designations,
              -------
approvals  or  other  communications (collectively, "NOTICES") given or required
to  be  given  by  either  party  to  the  other  hereunder  shall be in writing
(regardless  of  whether  or  not such notice is described as "written" notice),
shall  be  sent  by United States certified or registered mail, postage prepaid,
return  receipt  requested,  or  delivered  personally  (i)  to  Tenant  and its
attorneys  at  the appropriate addresses set forth in SECTION 10 of the Summary,
                                                      ----------
or  to such other places or such other attorneys as Tenant may from time to time
designate  in  a  Notice  to  Landlord;  or  (ii)  to  Landlord at the following
addresses,  or  to  such  other firm or to such other place as Landlord may from
time  to  time  designate  in  a  Notice  to  Tenant:

                   TISHMAN  WARNER  CENTER  VENTURE,  LLC
                   6301  Owensmouth  Avenue
                   Woodland  Hills,  California  91367
                   Attn:  Building  Manager

                   and

                   TISHMAN  WARNER  CENTER  VENTURE,  LLC
                   10900  Wilshire  Boulevard,  Suite  510
                   Los  Angeles,  California  90024
                   Attention:  Asset  Manager

                   With  a  copy  to:

                   Tishman  International  Companies
                   10900  Wilshire  Boulevard,  Suite  510
                   Los  Angeles,  California  90024
                   Attention:  Chairman

                   And  with  another  copy  to:

                   Allen,  Matkins,  Leck,  Gamble  &  Mallory
                   1999  Avenue  of  the  Stars,  Suite  1800
                   Los  Angeles,  California  90071
                   Attn:  Anton  N.  Natsis,  Esq.

     Any  Notice will be deemed given on the date which is two (2) business days
after the date it is mailed as provided in this SECTION 19.5 or, if sooner, upon
                                                ------------
the  date  personal  delivery  is  made.

     19.6     Nonwaiver.  No  provision  of this Lease shall be deemed waived by
              ---------
either  party  hereto  unless expressly waived in a writing signed thereby.  The
waiver  of  either  party  hereto  of


                                      -64-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
any  breach  of  any  term, covenant or condition herein contained, shall not be
deemed  to  be  a  waiver  of  any  subsequent breach of same or any other term,
covenant  or  condition herein contained.  Additionally, no express waiver shall
affect  any  provision other than the one specified in such waiver and then only
for  the  time  and  in the manner specifically stated.  No receipt of monies by
Landlord  from Tenant after the termination of this Lease shall in any way alter
the  length  of  the Lease Term or of Tenant's right of possession hereunder, or
after  the  giving  of  any notice shall reinstate, continue or extend the Lease
Term  or  affect any notice given Tenant prior to the receipt of such monies, it
being  agreed that after the service of notice or the commencement of a suit, or
after  final  judgment  for possession of the Premises, Landlord may receive and
collect  any  Rent  due,  and the payment of said Rent shall not waive or affect
said notice, suit or judgment.  Tenant's payment of any Rent hereunder shall not
constitute  a  waiver  by Tenant of any breach or default by Landlord under this
Lease.

     19.7     Holding  Over.  If  Tenant  holds over after the expiration of the
              -------------
Lease  Term  hereof, with or without the express or implied consent of Landlord,
such  tenancy  shall  be  from  month-to-month  only, and shall not constitute a
renewal  hereof or an extension for any further term, and in such case Base Rent
shall  be  payable  at  a  monthly  rate  equal  to  the product of (i) the Rent
applicable during the last rental period of the Lease Term under this Lease, and
(ii) one hundred twenty-five percent (125%) during the first three (3) months of
such  holdover,  one hundred thirty-seven point five percent (137.5%) during the
next  three  (3)  months  of such holdover, and one hundred fifty percent (150%)
thereafter.  Such  month-to-month  tenancy  shall  be  subject  to  every  other
applicable  term, covenant and agreement contained herein.  Nothing contained in
this  SECTION 19.7 shall be construed as consent by Landlord to any holding over
      ------------
by  Tenant,  and  Landlord  expressly  reserves  the  right to require Tenant to
surrender  possession of the Premises to Landlord as provided in this Lease upon
the  expiration  or  other  termination  of  this Lease.  The provisions of this
SECTION  19.7  shall  not be deemed to limit or constitute a waiver of any other
-------------
rights  or  remedies  of Landlord provided herein or at law.  If Tenant fails to
surrender  the Premises within thirty (30) days following (i) the effective date
of the termination or (ii) the expiration date of this Lease, in addition to any
other  liabilities to Landlord accruing therefrom, Tenant shall protect, defend,
indemnify  and hold Landlord harmless from all loss, costs (including reasonable
attorneys'  fees)  and liability resulting from such failure, including, without
limiting  the  generality  of  the  foregoing, any claims made by any succeeding
tenant  founded  upon such failure to surrender and any lost profits to Landlord
resulting  therefrom.

     19.8     Intentionally  Omitted.
              ----------------------

     19.9     Binding  Effect.  Subject  to  all other provisions of this Lease,
              ---------------
each  of the provisions of this Lease shall extend to and shall, as the case may
require,  bind  or  inure to the benefit not only of Landlord and of Tenant, but
also  of  their respective successors or assigns, provided this clause shall not
permit any assignment by Tenant contrary to the provisions of ARTICLE 11 of this
                                                              ----------
Lease.

     19.10     Governing  Law.  This  Lease  shall  be construed and enforced in
               --------------
accordance  with  the  laws  of  the  State  of  California.


                                      -65-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     19.11     Subordination.  Subject  to  Tenant's  receipt  of an appropriate
               -------------
"Nondisturbance  Agreement"  as set forth below, this Lease shall be subject and
subordinate to all future ground or underlying leases of the Building or Project
and  to the lien of any future mortgage or trust deed hereafter recorded against
the Building or Project, if any, and to all renewals, extensions, modifications,
consolidations  and  replacements thereof, and to all advances made or hereafter
to  be  made  upon  the  security  of  such mortgages or trust deeds, unless the
holders of such mortgages or trust deeds, or the lessors under such ground lease
or  underlying  leases,  require in writing that this Lease be superior thereto.
In  consideration  of,  and  as  a condition precedent to, Tenant's agreement to
permit  its interest pursuant to this Lease to be subordinated to any particular
future  ground  or  underlying  lease  or  to  the lien of any particular future
Mortgage  or  deed  of  trust  encumbering the Building or the Project, Landlord
shall  deliver  to  Tenant,  for  Tenant's  signature, a commercially reasonable
"subordination,  non-disturbance  and attornment agreement" (the "NONDISTURBANCE
AGREEMENT")  which  shall be executed by the landlord under such ground lease or
underlying  lease  or  the  holder  of  such mortgage or trust deed.  Tenant and
Landlord  acknowledge  that  the  Subordination,  Nondisturbance  and Attornment
Agreement  attached  hereto  as  EXHIBIT  J  is  a  commercially  reasonable
                                 ----------
Nondisturbance  Agreement.  In connection with any Nondisturbance Agreement with
any  construction  lender,  Tenant  shall  not be required to waive any Landlord
obligation  under  this  Lease, other than as expressly provided in EXHIBIT.  If
                                                                    -------
the holder of such mortgage or trust deed is a depository institution insured by
the Federal Deposit Insurance Corporation, as a further condition of delivery of
such Nondisturbance Agreement, Tenant shall be entitled to evidence (in the form
of  a  corporate  secretary's  certificate  or  its  equivalent)  that  the
Nondisturbance  Agreement  has  been  approved by the board of directors or loan
committee  of  the  depository institution and such approval is reflected in its
minutes.  Such  certificate  (or  its  equivalent) shall include an agreement by
such  mortgage  or trust deed holder to maintain the Nondisturbance Agreement as
an  official  record  of the depository institution during the term of the loan.
Tenant  covenants  and  agrees that in the event any proceedings are brought for
the foreclosure of any such mortgage or Landlord records a deed in lieu thereof,
to  attorn, to the purchaser or any successors thereto upon any such foreclosure
sale  or  transfer  by  deed  in  lieu  thereof if so requested to do so by such
purchaser,  and  to  recognize  such  purchaser  as the lessor under this Lease.
Tenant  shall, within fifteen (15) business days of request by Landlord, execute
such  instruments  or  assurances  as  Landlord may reasonably deem necessary to
evidence  or  confirm the subordination or superiority of this Lease to any such
mortgages,  trust  deeds,  ground  leases  or  underlying  leases.

     19.12     Waiver  of Jury Trial; Attorneys' Fees.  EACH PARTY HEREBY WAIVES
               --------------------------------------
ANY  RIGHT  TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE THE SPECIFIC PERFORMANCE
OF  THIS  LEASE, FOR DAMAGES FOR THE BREACH HEREOF, OR OTHERWISE FOR ENFORCEMENT
OF ANY REMEDY HEREUNDER.  If either party commences litigation against the other
for the specific performance of this Lease, for damages for the breach hereof or
otherwise for enforcement of any remedy hereunder, the prevailing party shall be
entitled  to  recover  from the other party such costs and reasonable attorneys'
fees  as  may  have  been  incurred,  including  any  and  all costs incurred in
enforcing,  perfecting  and  executing  such  judgment.

     19.13     Entry by Landlord.  Landlord reserves the right at all reasonable
               -----------------
times,  and  upon  reasonable  notice  to  Tenant  (except  in  the  case  of an
emergency),  to  enter  the  Premises  to  (i)


                                      -66-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
inspect them; (ii) show the Premises to prospective tenants (but only during the
last  twenty-four  (24) months of the Lease Term or any Option Term where Tenant
has  not  previously  exercised  an  available  extension  option),  purchasers,
mortgagees,  or  ground  or  underlying  lessors;  (iii)  post  notices  of
nonresponsibility;  (iv) subject to SECTIONS 8.1.2 and 10.3.2, to alter, improve
                                    --------------     ------
or  repair  the  Premises  or  the  Building if necessary to comply with current
building  codes or other applicable laws, or for structural alterations, repairs
or  improvements  to  the  Building;  provided  that  Landlord  agrees  to  use
commercially  reasonable  efforts  to schedule any such work outside of Building
Hours,  or  (v)  to exercise, in compliance with the terms of this Lease, rights
and  obligations  of  Landlord  under  this  Lease.  Subject  to  the foregoing,
Landlord  may make any such entries without the abatement of Rent, may take such
reasonable  steps  as  required  to  accomplish  the stated purposes, and Tenant
hereby  waives any claims for damages or for any injuries or inconvenience to or
interference  with  Tenant's  business,  lost  profits, any loss of occupancy or
quiet  enjoyment  of  the  Premises, and any other loss occasioned thereby.  For
each of the above purposes, Landlord shall at all times have a key with which to
unlock  all  the  doors  in  the  Premises, excluding Tenant's vaults, safes and
special  security  areas  designated  in  advance  by  Tenant.  In an emergency,
Landlord  shall have the right to use any means that Landlord may deem proper to
open  the doors in and to the Premises.  Any entry into the Premises by Landlord
in  the  manner  hereinbefore  described shall not be deemed to be a forcible or
unlawful  entry  into,  or  a  detainer  of,  the  Premises,  or  an  actual  or
constructive  eviction  of  Tenant  from  any  portion  of  the  Premises.

     19.14     Authority.  Each  individual  executing  this  Lease on behalf of
               ---------
Tenant  hereby represents and warrants that Tenant is a duly formed and existing
corporation  qualified  to  do  business  in California and that Tenant has full
right  and  authority  to  execute  and  deliver this Lease and that each person
signing  on  behalf  of Tenant is authorized to do so.  Tenant agrees to deliver
reasonable  evidence to Landlord evidencing such authorization concurrently with
Tenant's  execution  of  this  Lease.

     19.15     Surrender  of Premises; Ownership and Removal of Trade Fixtures.
               ---------------------------------------------------------------

          19.15.1     Surrender  of  Premises.  No act or thing done by Landlord
                      -----------------------
or  any  agent  or employee of Landlord during the Lease Term shall be deemed to
constitute  an acceptance by Landlord of a surrender of the Premises unless such
intent  is  specifically  acknowledged  in writing by Landlord.  The delivery of
keys  to the Premises to Landlord or any agent or employee of Landlord shall not
constitute  a  surrender  of the Premises or effect a termination of this Lease,
whether or not the keys are thereafter retained by Landlord, and notwithstanding
such  delivery  Tenant  shall  be  entitled  to  the  return of such keys at any
reasonable  time  upon  request  until  this  Lease  shall  have  been  properly
terminated.  The  voluntary  or other surrender of this Lease by Tenant, whether
accepted  by  Landlord  or  not,  shall  not work a merger, and at the option of
Landlord  shall  operate  as  an  assignment  to  Landlord  of  all subleases or
subtenancies  affecting  the  Premises.

          19.15.2     Removal of Tenant Property by Tenant.  Upon the expiration
                      ------------------------------------
of  the Lease Term, or upon any earlier termination of this Lease, Tenant shall,
subject  to  the provisions of this SECTION 19.15, quit and surrender possession
                                    -------------
of  the  Premises to Landlord in as good order and condition as when Tenant took
possession  and  as  thereafter  improved  by  Landlord  and/or


                                      -67-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Tenant,  reasonable  wear  and  tear,  loss  by  Casualty  and repairs which are
specifically  made the responsibility of Landlord hereunder excepted.  Upon such
expiration  or termination, Tenant shall, without expense to Landlord, remove or
cause  to be removed from the Premises all debris and rubbish, and such items of
furniture, equipment, free-standing cabinet work, and other articles of personal
property  owned by Tenant or installed or placed by Tenant at its expense in the
Premises,  and such similar articles of any other persons claiming under Tenant,
as  Landlord  may,  in  its  sole discretion, require to be  removed, and Tenant
shall  repair  at  its  own  expense  all  damage  to  the Premises and Building
resulting  from such removal, and restore the Building to its initial condition,
as  aforesaid.

     19.16     Entire  Agreement.  This  Lease,  the  exhibits  and  schedules
               -----------------
attached  hereto,  and  any  side  letter or separate agreements entered into by
Landlord  and  Tenant  in  connection  with  this  Lease  and dated of even date
herewith  (for  the  purposes,  solely, of this SECTION 19.16, the foregoing are
                                                -------------
referred  to  collectively,  as "this Lease") supersedes and cancels any and all
previous  negotiations,  arrangements, brochures, agreements and understandings,
if  any,  between  the  parties  hereto  or displayed by Landlord to Tenant with
respect  to  the  subject  matter  thereof,  and  none  thereof shall be used to
interpret  or construe this Lease.  It is understood and acknowledged that there
are  no  oral  agreements between the parties hereto affecting this Lease.  This
Lease  contains  all  of  the  terms,  covenants,  conditions,  warranties  and
agreements  of  the  parties  relating  in  any  manner  to  the rental, use and
occupancy  of  the  Premises  and  shall  be considered to be the only agreement
between  the  parties  hereto and their representatives and agents.  None of the
terms,  covenants,  conditions  or  provisions  of  this  Lease can be modified,
deleted  or  added  to  except  in  writing  signed  by the parties hereto.  All
negotiations  and  oral  agreements  acceptable to both parties have been merged
into  and are included herein.  There are no other representations or warranties
between  the  parties, and all reliance with respect to representations is based
totally  upon  the  representations  and  agreements  contained  in this Lease.

     19.17     Signs.
               -----

          19.17.1     Interior  of  Premises.  Tenant,  at  its  sole  cost  and
                      ----------------------
expense,  may  install identification signage anywhere in the Premises including
in  the  elevator  lobbies of the Premises, provided that such signs must not be
visible  from the exterior of the Building.  Tenant may not install any signs on
the  exterior  or  roof  of  the  Project (except as provided in SECTION 19.17.2
                                                                 ---------------
below) or the Common Areas, except that Tenant shall have the exclusive right to
signage  in  the ground floor lobby of the Building.  Such lobby signage and any
signs,  window  coverings,  or  blinds  (even if the same are located behind the
Landlord-approved  window  coverings  for  the Building), or other items visible
from  the  exterior  of  the Premises or Building, shall be subject to the prior
approval  of  Landlord,  in  its  sole  discretion.

          19.17.2     Exterior  Signage.
                      -----------------

               19.17.2.1     Description.  Tenant shall be entitled to maintain,
                             -----------
during  the  Lease  Term  and any Renewal Term, the existing signage identifying
Tenant  at  the  Building,  in their existing locations, as well as one (1) sign
identifying  Tenant  on  an  exclusive  monument sign in the Project Common Area
outside  the  Building  (the  "MONUMENT  SIGNAGE")  (collectively, the "TENANT'S
SIGNAGE").  The  location  of  Tenant's  Monument  Signage shall be subject to


                                      -68-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Landlord's  prior  written  approval,  which  approval shall not be unreasonably
withheld.  The  graphics,  materials,  color, design, lettering, lighting, size,
and specifications of Tenant's Monument Signage, and any changes to the existing
Tenant's  Signage  (collectively,  the "SPECIFICATIONS") shall be subject to the
prior  written  approval  of  Landlord.  All  such  signage  shall be subject to
Tenant's  receipt  and  maintenance  of  all  required  governmental permits and
approvals  and  shall  be  subject  to  all  applicable  governmental  laws  and
ordinances  including,  without  limitation, the Warner Center Specific Plan (as
amended  or  modified by variance) and subject to the CC&Rs.  Landlord shall use
commercially  reasonable  efforts  to  assist  Tenant in obtaining all necessary
governmental permits and approvals for such signage.  Tenant hereby acknowledges
that, notwithstanding Landlord's approval of Tenant's Signage, Landlord has made
no  representation  or  warranty  to  Tenant  with respect to the probability of
obtaining all necessary governmental approvals and permits for Tenant's Signage.
In  the  event  Tenant does not receive the necessary governmental approvals and
permits  for  any  of  Tenant's  Signage,  Tenant's  and  Landlord's  rights and
obligations  under  the  remaining provisions of this Lease shall be unaffected.
All  costs  associated  with  Tenant's  Signage,  including, without limitation,
utility charges, hook-up fees, permits, maintenance, repair and insurance, shall
be  the  sole  responsibility  of  Tenant.  Tenant further acknowledges that any
repairs  necessitated  as  a  result of window washing equipment cabling passing
over the Tenant Signage in the normal course of cleaning the exterior windows of
the  Building  shall  be  the  sole  responsibility  of  Tenant.

               19.17.2.2     Transferability.  The  rights  to  the  signage
                             ---------------
described  in  SECTION  19.17.2.1,  above,  may  not be transferred by Tenant or
               ------------------
changed  once  such signage is initially installed by Tenant except as set forth
in  this  SECTION 19.17.2.2.  In connection with an Assignment, which Assignment
          -----------------
is  permitted  pursuant  to the provisions of ARTICLE 11 of this Lease, Tenant's
                                              ----------
rights  with  respect  to  Tenant's  Signage  shall be deemed transferred to the
Transferee  (the  "PERMITTED  USER")  so  long  as  (i) such Transferee is not a
governmental  agency  or  instrumentality thereof, (ii) the consolidated balance
sheet for the Transferee and any subsidiaries of the Transferee "controlled," as
that  term  is  defined in SECTION 11.5 of this Lease, by the Transferee, as set
                           ------------
forth  in the Transferee's publicly available annual report for the Transferee's
fiscal  year  most recently ended prior to the date of the Assignment and as set
forth in the Transferee's publicly available quarterly report for the quarter of
the  Transferee's  fiscal  year  most  recently  ended  prior to the date of the
Assignment,  provides  that  (A)  Transferee's  Net Worth Amount is at least One
Hundred Million Dollars ($100,000,000), and (B) Transferee's Liquidity Amount is
at least Fifty Million Dollars ($50,000,000), and (iii) the name of the assignee
or  sublessee  is  not  an  "Objectionable Name," as that term is defined below.
Should  the  name  of  Tenant be legally changed to another name (the "SUCCESSOR
ENTITY"), Tenant shall be entitled to modify, at Tenant's sole cost and expense,
Tenant's  Signage to reflect Tenant's new name, but only if Tenant's new name is
not  an "Objectionable Name."  The term "Objectionable Name" shall mean any name
which  relates  to  an  entity  which  is  of  a  character or reputation, or is
associated  with  a political orientation or faction, which is inconsistent with
the  quality of the Project, or which would otherwise reasonably offend Landlord
or  a  landlord  of a Comparable Building or neighbors taking into consideration
the  level  and  visibility  of  signage  rights  inherent in Tenant's Signage.


                                      -69-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
               19.17.2.3     Maintenance.  Should  the  Tenant's Signage require
                             -----------
maintenance  or repairs, within two (2) business days of Landlord becoming aware
of  the  need  for  such  maintenance or repairs, Landlord shall provide written
notice thereof to Tenant, and Tenant shall cause such repairs and/or maintenance
to  be  performed  within  thirty  (30)  days  after receipt of such notice from
Landlord  (or,  in  the  event of an immediately visible problem with the Tenant
Signage,  as expeditiously as reasonably possible after receipt of such notice),
at  Tenant's  sole  cost  and expense; provided, however, if such repairs and/or
maintenance  are  reasonably expected to require longer than thirty (30) days to
perform,  Tenant  shall  commence  such  repairs  and/or maintenance within such
thirty  (30)  day  period  and  shall  diligently  prosecute  such  repairs  and
maintenance  to  completion.  Should Tenant fail to perform such maintenance and
repairs  within  the  periods  described  in the immediately preceding sentence,
Landlord  shall  have the right to cause such work to be performed and to charge
Tenant  as  Additional  Rent  for  the  costs  of such work plus interest at the
Interest  Rate  from the date of Landlord's payment of such costs to the date of
Tenant's reimbursement to Landlord.  During the Lease Term Tenant shall maintain
an  industry  standard  maintenance  and  repair  contract  with  a  reputable
contractor,  and  shall  maintain  an  industry  standard  insurance policy with
respect  thereto.  Upon  the  expiration  or  earlier termination of this Lease,
Tenant  shall,  at Tenant's sole cost and expense, cause the Tenant's Signage to
be removed from the exterior of the Building and shall cause the exterior of the
Building to be restored to the condition existing prior to the placement of such
signage.  If  Tenant  fails to remove such signage or to restore the exterior of
the  Building  as  provided  in the immediately preceding sentence within ninety
(90)  days  following  the expiration or earlier termination of this Lease, then
Landlord  may perform such work, and all costs and expenses incurred by Landlord
in  so performing plus interest at the Interest Rate from the date of Landlord's
payment of such costs to the date of Tenant's reimbursement to Landlord shall be
reimbursed  by Tenant to Landlord within ten (10) days after Tenant's receipt of
invoice  therefor.  The  immediately  preceding  sentence  shall  survive  the
expiration  or  earlier  termination  of  this  Lease.

     19.18     Covenant  Against  Liens.  Tenant  has  no  authority or power to
               ------------------------
cause  or permit any lien or encumbrance of any kind whatsoever, whether created
by  act of Tenant, operation of law or otherwise, to attach to or be placed upon
the  Project  or  Premises,  and  any  and all liens and encumbrances created by
Tenant shall attach to Tenant's interest only.  Landlord shall have the right at
all  times  to  post  and  keep posted on the Premises any notice which it deems
necessary  for  protection  from such liens.  Tenant covenants and agrees not to
suffer  or  permit  any  lien of mechanics or materialmen or others to be placed
against  the Project, the Building or the Premises, or any portion thereof, with
respect  to  work  or  services  claimed to have been performed for or materials
claimed  to  have  been furnished to Tenant or the Premises, and, in case of any
such  lien attaching or notice of any lien, Tenant covenants and agrees to cause
it  to  be immediately released and removed of record.  Notwithstanding anything
to  the  contrary  set  forth in this Lease,  in the event that such lien is not
released  and  removed  on  or  before the date occurring twenty (20) days after
notice  of  such  lien is delivered by Landlord to Tenant, Landlord, at its sole
option,  may  immediately  take  all action necessary to release and remove such
lien,  without any duty to investigate the validity thereof, and all sums, costs
and  expenses,  including  reasonable  attorneys'  fees  and  costs, incurred by
Landlord  in  connection  with  such  lien  shall  be


                                      -70-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
deemed  Additional  Rent under this Lease and shall be due and payable by Tenant
within  thirty  (30)  days  of  invoice.

     19.19     Terms.  The  necessary  grammatical  changes required to make the
               -----
provisions  hereof  apply either to corporations or partnerships or individuals,
men  or  women, as the case may require, shall in all cases be assumed as though
in  each  case  fully  expressed.

     19.20     Prohibition  Against  Recording.  Except as hereafter provided in
               -------------------------------
this  SECTION  19.20, neither this Lease, nor any memorandum, affidavit or other
      --------------
writing  with  respect  thereto,  shall  be recorded by Tenant or Landlord or by
anyone  acting  through,  under  or  on  behalf  of  Tenant  or  Landlord.
Notwithstanding  the foregoing, Landlord agrees to execute a short form of lease
in  the form attached hereto as EXHIBIT M concurrently with the mutual execution
                                ---------
and  delivery  of this Lease, which short form of lease Tenant may record at its
sole cost and expense.  Upon the Lease Expiration Date or earlier termination of
this  Lease,  Tenant  shall  execute  and  have acknowledged and then deliver to
Landlord,  a termination of the Lease as set forth on EXHIBIT N attached hereto.
                                                      ---------


     19.21     Confidentiality.  Landlord  and  Tenant  each  hereby acknowledge
               ---------------
that  the  contents  of  this  Lease  and any related documents are confidential
information.  Until  any such information enters the public domain, both parties
shall  use  reasonable  efforts to keep, and instruct their respective agents to
keep,  such  information  strictly confidential and shall use reasonable efforts
not to disclose such confidential information to any person or entity other than
such  party's financial, legal, and space planning consultants, except as may be
legally  required  by  law  or  in  connection  with arbitration of a dispute or
litigation  hereunder,  or  in  connection  with  any  financing  or  sale.

     19.22     Quiet  Enjoyment.  Landlord  covenants that Tenant, on paying the
               ----------------
Rent,  charges  for  services and other payments herein reserved and on keeping,
observing  and performing all the other terms, covenants, conditions, provisions
and  agreements  herein contained on the part of Tenant to be kept, observed and
performed,  shall,  during  the Lease Term, peaceably and quietly have, hold and
enjoy  the  Premises subject to the terms, covenants, conditions, provisions and
agreements  hereof  without  interference by any persons lawfully claiming by or
through  Landlord.  The  foregoing  covenant  is  in  lieu of any other covenant
express  or  implied.

     19.23     Improvement of the Premises.  Except as specifically set forth in
               ---------------------------
this  Lease  and  in  the Tenant Work Letter, Landlord shall not be obligated to
provide  or  pay for any improvement work or services related to the improvement
of  the  Premises.  Tenant  also  acknowledges  that  Landlord  has  made  no
representation  or  warranty  regarding  the  condition  of  the Premises or the
Project  except  as  specifically  set  forth  in this Lease and the Tenant Work
Letter.

     19.24     Force  Majeure.  Any  actual prevention, delay or stoppage due to
               --------------
strikes,  lockouts  or  other labor or industrial disturbance, whether or not on
the part of employees of either party hereto; civil disturbance; future order of
any  government,  court  or  regulatory  body claiming jurisdiction; acts of the
public  enemy,  war,  riot,  sabotage,  blockade or embargo; inability to secure
customary  or  required materials, supplies or labor through ordinary sources by
reason of shortages, regulations or orders of any government or regulatory body;
lightning,  earthquake,  fire,


                                      -71-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
storm,  hurricane,  tornado,  flood, washout or explosion; court actions; or any
similar  cause  beyond the reasonable control of the party from whom performance
is  required or any of their contractors or other representatives (collectively,
a  "FORCE  MAJEURE"), notwithstanding anything to the contrary contained in this
Lease, shall excuse the performance of such party for a period equal to any such
prevention,  delay  or  stoppage  and, therefore, if this Lease specifies a time
period  for performance of an obligation of either party, that time period shall
be  extended  by the period of any delay in such party's performance caused by a
Force  Majeure; provided, however, that nothing contained herein or elsewhere in
this Lease shall obligate either party to settle a strike or other labor dispute
when  it  does  not wish to do so and Force Majeure shall not include any delays
due  to  a  party's  inability or failure to make any monetary payments required
under  this  Lease  such  as,  by way of example, the payment of Rent by Tenant.
This  SECTION  19.24  shall  not,  however,  apply to the construction of Tenant
      --------------
Improvements  in  the  Premises,  as  SECTION  5 of the Tenant Work Letter shall
                                      ----------
control  in  such  instance.

     19.25     Hazardous  Materials  Provisions.
               --------------------------------

          19.25.1  Landlord's  Covenant.  Landlord  agrees  that  Landlord shall
                   --------------------
not,  during  the course of construction of the Parking Structure or thereafter,
cause  any  "Hazardous  Material,"  as  that term is defined in Section 19.25.4,
below,  to  be  brought  upon  or used in or about the Project, by Landlord, its
agents  or  employees  in violation of any Hazardous Materials Laws in effect at
such  time.

          19.25.2  Tenant's  Representations  and  Warranties.  Tenant  hereby
                   ------------------------------------------
represents  and  warrants  to  Landlord  that  neither  Tenant  nor  Tenant's
Transferees,  agents,  employees  or  contractors  shall, at any time during the
Lease  Term, utilize, store or possess in or about the Premises or the Building,
any  Hazardous  Materials  except  for  ordinary office supplies in commercially
reasonable  amounts and except for equipment customarily used in offices, all of
which  shall be utilized strictly in accordance with Hazardous Materials laws in
effect  at such time.  Tenant shall indemnify, defend, protect and hold Landlord
harmless  from any and all loss, cost, damage, expense and liability (including,
without  limitation,  reasonable  attorneys'  fees)  incurred  by  Landlord  in
connection  with  or arising from the breach by Tenant of the representation and
warranty  set  forth  in  the  immediately  preceding  sentence.

          19.25.3  Landlord  Remediation Obligations.  If at any time during the
                   ---------------------------------
Lease  Term, any Hazardous Material is discovered in the Project in violation of
any  Hazardous  Materials  laws,  and such Hazardous Material was not created or
brought  upon  the  Project  by  any  Tenant Parties, then Landlord shall, as an
Operating  Expense only to the extent permitted under ARTICLE 3, take the action
                                                      ---------
which  Landlord  is  mandated  to take by applicable governmental authorities to
bring  the  Project  into compliance with all Hazardous Materials laws, provided
that  Landlord shall be required to take such action only to the extent that the
failure  to  do  so  would  (i)  unreasonably  endanger  the health or safety of
Tenant's  employees,  or  (ii)  result  in a material interference with Tenant's
permitted  use  of the Premises.  Notwithstanding the foregoing portions of this
SECTION 19.25.3, however, Operating Expenses shall not include any costs for the
 --------------
removal  or remediation of (A) asbestos or any other Hazardous Material which is
introduced  to  the Project in violation of the terms of SECTION 19.25.1, or (B)
                                                         ---------------
subsurface  or  groundwater


                                      -72-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
contamination,  except  to  the extent any cost of (A) or (B) is a result of the
actions  of  any  Tenant  Parties.

          19.25.4  Definition.  As  used  herein,  the term "Hazardous Material"
                   ----------
means  any  hazardous  or toxic substance, material or waste which is or becomes
regulated  by,  or is dealt with in, any local governmental authority, the State
of California or the United States Government.  Accordingly, the term "Hazardous
Material"  includes,  without limitation, any material or substance which is (i)
defined  as  a  "hazardous  waste,"  "extremely  hazardous waste" or "restricted
hazardous  waste"  under SECTIONS 25115, 25117 or 25122.7, or listed pursuant to
                         --------------  -----    -------
SECTION 25140 of the California Health and Safety Code, Division 20, Chapter 6.5
 ------------
(Hazardous  Waste  Control  Law),  (ii) defined as a "hazardous substance" under
SECTION  25316  of  the  California Health and Safety Code, Division 20, Chapter
--------------
6.95  (Hazardous  Materials Release Response Plans and Inventory), (iii) defined
as  a  "hazardous  substance"  under  SECTION 25281 of the California Health and
                                      -------------
Safety  Code,  Division  20,  Chapter  6.7  (Underground  Storage  of  Hazardous
Substances),  (iv)  petroleum,  (v)  asbestos,  (vi)  listed  under ARTICLE 9 or
                                                                    ---------
defined  as  hazardous or extremely hazardous pursuant to ARTICLE 11 of Title 22
                                                          ----------
of  the California Administrative Code, Division 4, Chapter 20, (vii) designated
as  a  "hazardous  substance"  pursuant  to  SECTION  311  of  the Federal Water
                                             ------------
Pollution  Control  Act  (33 U.S.C. 1317), (viii) defined as a "hazardous waste"
pursuant  to SECTION 1004 of the Federal Resource Conservation and Recovery Act,
             ------------
42  U.S.C.  Sec.  6902  et  seq.  (42  U.S.C.  Sec.  6903), or (ix) defined as a
"hazardous  substance" pursuant to SECTION 101 of the Compensation and Liability
                                   -----------
Act,  42  U.S.C.  Sec.  9601  et  seq.  (42  U.S.C.  Sec.  9601).

          19.26     Transportation  Management.  Tenant  shall fully comply with
                    --------------------------
all  present  or  future  programs intended to manage parking, transportation or
traffic  in  and  around  the  Project or Building, and in connection therewith,
Tenant  shall  take  responsible  action  for  the  transportation  planning and
management  of  all  employees  located at the Premises by working directly with
Landlord,  any  governmental transportation management organization or any other
transportation-related  committees  or  entities.  Such  programs  may  include,
without  limitation:  (i)  restrictions on the number of peak-hour vehicle trips
generated  by  Tenant; (ii) increased vehicle occupancy; (iii) implementation of
an in-house ridesharing program and an employee transportation coordinator; (iv)
working  with  employees  and  any  Project,  Building  or area-wide ridesharing
program  manager;  (v)  instituting  employer-sponsored incentives (financial or
in-kind)  to  encourage employees to rideshare; and (vi) utilizing flexible work
shifts  for  employees.

     19.27     Compliance  With  Law.  Tenant  shall  not  do anything or suffer
               ---------------------
anything to be done in or about the Premises which will in any way conflict with
any  law,  statute,  ordinance or other governmental or quasi-governmental rule,
regulation  or  requirement  now  in  force or which may hereafter be enacted or
promulgated  ("LAWS").  Landlord  shall  be responsible, at Landlord's sole cost
and  expense  (except  to  the  extent  such  costs  may  be included as part of
Operating  Expenses under ARTICLE 3) for making all alterations required by Laws
                          ---------
to  the  structural portions of the Building and the Common Areas (including the
Parking  Structure),  except to the extent such alterations are triggered by any
Alterations  in  the  Premises,  in  which  event  such  alterations shall be at
Tenant's  sole  cost  and  expense.  Additionally,  Landlord shall also make all
alterations  to  the Tenant Improvements and Alterations within the Premises and
the  Storage Area required by Laws (the "COMPLIANCE OBLIGATIONS").  However, the
cost  of  making  such Compliance Alterations shall not be included in Operating
Expenses,  but


                                      -73-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
shall  be  billed  directly  to Tenant as Additional Rent, and paid by Tenant to
Landlord  concurrent  with  the next payment of Base Rent hereunder.  Should any
standard  or  regulation  now or hereafter be imposed on Landlord or Tenant by a
state,  federal  or  local  governmental  body  charged  with the establishment,
regulation  and  enforcement  of  occupational,  health  or safety standards for
employers,  employees,  landlords  or  tenants, then, Landlord or Tenant, as the
case  may be, agrees, at its sole cost and expense, to comply promptly with such
standards  or  regulations.  The judgment of any court of competent jurisdiction
or  the  admission  of  Landlord or Tenant in any judicial action, regardless of
whether  the other party is a party thereto, that they have violated any of said
governmental  measures, shall be conclusive of that fact as between Landlord and
Tenant.

     19.28     Late Charges.  If any installment of Base Rent or that portion of
               ------------
any  Additional Rent which is not the subject of a good-faith dispute by Tenant,
disputed and withheld in accordance with the terms of SECTION 3.6, above, as set
                                                      -----------
forth  in  a  written  notice  delivered  by Tenant to Landlord on or before the
payment  of  such  Additional  Rent is due, shall not be received by Landlord or
Landlord's  designee  within  ten (10) days after Tenant receives written notice
that  said  amount  is due,  Tenant shall pay to Landlord a late charge equal to
(i)  with  respect  to the first such overdue amount in any 12-month period, Two
Thousand  Five  Hundred  Dollars  ($2,500),  or (ii) with respect to any further
overdue  payments,  four  percent (4%) of the overdue amount, as a one-time late
charge  applying  to  such  particular amount overdue.  The late charge shall be
deemed  Additional  Rent and the right to require it shall be in addition to all
of  Landlord's  other  rights  and remedies hereunder or at law and shall not be
construed  as  liquidated  damages  or  as  limiting  Landlord's remedies in any
manner.  In  addition  to  the  late  charge  described above, any Rent or other
amounts  owing  hereunder which are not paid within ten (10) days after the date
they  are  due  shall  bear interest from the date when due until paid at a rate
("INTEREST  RATE")  per  annum  equal  to  the  lesser of (i) the rate per annum
announced from time to time by Citibank N.A. as its prime rate (or, if such bank
fails  to exist or to announce such a rate, then the prime rate announced by the
largest  state chartered bank operating in the State of California) plus two and
one-half  percent (2 %), and (ii) the highest rate permitted by applicable law.

     19.29     Landlord's  Right  to  Cure  Default;  Payments  by  Tenant.
               -----------------------------------------------------------

          19.29.1  Landlord's  Cure.  All covenants and agreements to be kept or
                   ----------------
performed  by  Tenant  under this Lease shall be performed by Tenant at Tenant's
sole  cost  and expense and without any reduction of Rent.  If Tenant shall fail
to  perform  any  of  its  obligations under this Lease within a reasonable time
after such performance is required by the terms of this Lease, Landlord may, but
shall  not  be  obligated to, after reasonable prior notice to Tenant (except in
the  case  of  an  emergency),  make any such payment or perform any such act on
Tenant's  part  without  waiving its rights based upon any default of Tenant and
without  releasing  Tenant  from  any  obligations  hereunder.

          19.29.2  Tenant's  Reimbursement.  Except  as  may  be  specifically
                   -----------------------
provided  to  the  contrary  in this Lease, Tenant shall pay to Landlord, within
thirty  (30)  days  after delivery by Landlord to Tenant of statements therefor:
(i)  sums  equal  to  expenditures  reasonably  made and obligations incurred by
Landlord  in  connection  with  the  remedying  by  Landlord  of  Tenant's


                                      -74-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
defaults  pursuant  to the provisions of SECTION 19.29.1; (ii) sums equal to all
                                         ---------------
losses,  costs,  liabilities,  damages  and expenses referred to in ARTICLE 7 of
                                                                    ---------
this  Lease;  and  (iii)  sums  equal  to  all expenditures made and obligations
incurred  by  Landlord  in  collecting  or  attempting to collect the Rent or in
enforcing  or  attempting  to enforce any rights of Landlord under this Lease or
pursuant to law, including, without limitation, all legal fees and other amounts
so  expended.  Tenant's  obligations  under this SECTION 19.29 shall survive the
                                                 -------------
expiration  or  sooner  termination  of  the  Lease  Term.

     19.30     No Air Rights.  No rights to any view or to light or air over any
               -------------
property,  whether  belonging  to  Landlord  or any other person, are granted to
Tenant  by  this  Lease.  If  at  any  time  any  windows  of  the  Premises are
temporarily  darkened  or the light or view therefrom is obstructed by reason of
any repairs, improvements, maintenance or cleaning in or about the  Project, the
same  shall  be  without  liability  to  Landlord  and  without any reduction or
diminution  of  Tenant's  obligations  under  this  Lease.

     19.31     Intentionally  Omitted.
               ----------------------

     19.32     Transfer  of  Landlord's  Interest.  Tenant  acknowledges  that
               ----------------------------------
Landlord  has  the  right  to transfer all or any portion of its interest in the
Project  or  Building  and in this Lease, and Tenant agrees that in the event of
any  such  transfer, Landlord shall automatically be released from all liability
under  this Lease not accrued as of the date of this transfer, and Tenant agrees
to  look solely to such transferee for the performance of Landlord's obligations
hereunder after the date of transfer subject to the express written agreement by
such  transferee to fully assume and be liable for all obligations of this Lease
to  be  performed  by Landlord which first accrue or arise after the date of the
conveyance,  and  Tenant  shall  attorn  to  such  transferee.  Tenant  further
acknowledges  that  Landlord may assign its interest in this Lease to the holder
of  any mortgage or deed of trust as additional security, but such an assignment
shall  not  release  Landlord  from  its  obligations hereunder and Tenant shall
continue  to look to Landlord for the performance of its obligations hereunder.

     19.33     Landlord's  Title.  Landlord's  title  is  and  always  shall  be
               -----------------
paramount to the title of Tenant.  Nothing herein contained shall empower Tenant
to  do  any  act  which  can,  shall  or  may  encumber  the title of Landlord.

     19.34     Relationship  of  Parties.  Nothing contained in this Lease shall
               -------------------------
be deemed or construed by the parties hereto or by any third party to create the
relationship  of  principal  and  agent,  partnership,  joint  venturer  or  any
association  between  Landlord  and  Tenant,  it  being expressly understood and
agreed that neither the method of computation of Rent nor any act of the parties
hereto  shall  be  deemed to create any relationship between Landlord and Tenant
other  than  the  relationship  of  landlord  and  tenant.

     19.35     Application  of Payments.  Unless Tenant specifies the particular
               ------------------------
purpose  of  any  payment  to  Landlord,  Landlord shall have the right to apply
payments  received from Tenant pursuant to this Lease to satisfy any obligations
of  Tenant  hereunder,  in  such  order  and  amounts  as  Landlord, in its sole
discretion,  may  elect.


                                      -75-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     19.36     No  Warranty.  In executing and delivering this Lease, Tenant has
               ------------
not  relied  on  any  representations  including,  but  not  limited  to,  any
representation  as  to  the amount of any item comprising Additional Rent or the
amount of the Additional Rent in the aggregate, or any warranty or any statement
of  Landlord which is not set forth herein or in one or more of the exhibits and
schedules  attached  hereto, or in any side letter or separate agreement between
Landlord  and  Tenant  in  connection  with  this  Lease  and dated of even date
herewith.

     19.37     Intentionally  Omitted.
               -----------------------

     19.38     Intentionally  Omitted.
               ----------------------

     19.39     Independent  Covenants.  This  Lease shall be construed as though
               ----------------------
the  covenants  herein  between  Landlord  and  Tenant  are  independent and not
dependent  and  Tenant hereby expressly waives the benefit of any statute to the
contrary  and agrees that if Landlord fails to perform its obligations set forth
herein,  except  as  expressly  set  forth  in  this  Lease, Tenant shall not be
entitled to make any repairs or perform any acts hereunder at Landlord's expense
or  to any setoff of the Rent or other amounts owing hereunder against Landlord;
provided, however, that the foregoing shall in no way impair the right of Tenant
to  commence a separate action against Landlord for any violation by Landlord of
the  provisions  hereof  so  long  as  notice is first given to Landlord and any
holder  of  a  mortgage or deed of trust covering the Building or Project or any
portion  thereof,  whose  address  has  theretofore  been  given  to  Tenant, in
accordance  with  the  provisions  of  SECTION  12.7.
                                       -------------

     19.40     Office  and  Communications  Services.
               -------------------------------------

          19.40.1  Provider.  Landlord  shall  advise  Tenant  if,  as and when,
                   --------
office and communications services will be offered to tenants of the Building by
a  concessionaire  under  contract  to  Landlord  ("PROVIDER").  Tenant shall be
permitted  to  contract  with  Provider  for the provision of any or all of such
services  on  such  terms  and conditions as Tenant and Provider may agree.  The
foregoing,  notwithstanding,  Tenant  shall  have  the right to install its own,
exclusive office and communications services in the Building subject, of course,
to  the  terms  of  ARTICLE  6  and  EXHIBIT  C.
                    ----------       ----------

          19.40.2  Other  Terms.  Tenant  acknowledges  and  agrees  that:  (i)
                   ------------
Landlord  has  made  no warranty or representation to Tenant with respect to the
availability  of  any  such services, or the quality, reliability or suitability
thereof;  (ii)  the  Provider  is  not  acting as the agent or representative of
Landlord in the provision of such services, and Landlord shall have no liability
or  responsibility  for  any  failure  or  inadequacy  of  such services, or any
equipment  or  facilities used in the furnishing thereof, or any act or omission
of Provider, or its agents, employees, representatives, officers or contractors;
(iii)  Landlord  shall have no responsibility or liability for the installation,
alteration, repair, maintenance, furnishing, operation, adjustment or removal of
any  such  services,  equipment  or  facilities;  and (iv) any contract or other
agreement  between  Tenant  and Provider shall be independent of this Lease, the
obligations  of  Tenant  hereunder,  and  the  rights of Landlord hereunder and,
without  limiting  the foregoing, no default or failure of Provider with respect
to  any  such  services,  equipment  or  facilities,  or  under  any contract or
agreement  relating  thereto,  shall  have  any  effect on this Lease or give to
Tenant  any


                                      -76-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
offset  or  defense  to  the  full  and  timely  performance  of its obligations
hereunder,  or entitle Tenant to any abatement of rent or additional rent or any
other payment required to be made by Tenant hereunder, or constitute any accrual
or constructive eviction of Tenant, or otherwise give rise to any other claim of
any  nature  against  Landlord.

     19.41     Arbitration.
               -----------

          19.41.1  General  Submittals  to  Arbitration.  The  submittal  of all
                   ------------------------------------
matters  to arbitration in accordance with the terms of this SECTION 19.41 shall
                                                             -------------
be  the  sole  and  exclusive method, means and procedure to resolve any and all
claims,  disputes  or  disagreements  arising  under  this Lease, except for (i)
determination  of  Option  Rent,  which  shall  be determined in accordance with
SECTION  2.3.4  above,  (ii)  all claims by either party which (A) seek anything
--------------
other  than enforcement of rights under this Lease, or (B) are primarily founded
upon matters of fraud, willful misconduct, bad faith or any other allegations of
intentional  tortious  action,  and  seek  the  award  of  punitive or exemplary
damages, and (iii) claims (not elsewhere herein expressly agreed to be submitted
to  arbitration)  relating  to  the  payment  of  Rent by Tenant, and Landlord's
exercise of any unlawful detainer rights pursuant to California law or rights or
remedies  used  by  Landlord  to  gain  possession  of the Premises or terminate
Tenant's  right  of  possession  to  the  Premises in connection therewith.  The
parties hereby irrevocably waive any and all rights to the contrary and shall at
all  times  conduct  themselves  in strict, full, complete and timely accordance
with the terms of this SECTION 19.41 and all attempts to circumvent the terms of
                       -------------
this  SECTION  19.41 shall be absolutely null and void and of no force or effect
      --------------
whatsoever.  As  to  any matter submitted to arbitration (except with respect to
the  payment  of money) to determine whether a matter would, with the passage of
time, constitute a default, such passage of time shall not commence to run until
any  such  affirmative arbitrated determination, as long as it is simultaneously
determined  in such arbitration that the challenge of such matter as a potential
default  was made in good faith.  As to any matter submitted to arbitration with
respect  to  the payment of money, to determine whether a matter would, with the
passage  of  time, constitute a default, such passage of time shall not commence
to  run  in the event that the party which is obligated to make the payment does
in  fact  make  the payment to the other party.  Such payment can be made "under
protest,"  which  shall  occur  when such payment is accompanied by a good faith
notice  stating  the  reasons that the party has elected to make a payment under
protest.  Such  protest  will  be  deemed  waived  unless  the  subject  matter
identified  in  the  protest  is  submitted  to arbitration as set forth in this
SECTION  19.41.
--------------

          19.41.2  JAMS.  Any  dispute  to  be  arbitrated  pursuant  to  the
                   ----
provisions  of  this  SECTION  19.41  shall be determined by binding arbitration
                      --------------
before  a  retired  judge  of the Superior Court of the State of California (the
"ARBITRATOR")  under  the auspices of Judicial Arbitration & Mediation Services,
Inc. ("JAMS").  Such arbitration shall be initiated by the parties, or either of
them,  within  ten  (10)  days  after  either  party  sends  written notice (the
"ARBITRATION  NOTICE")  of a demand to arbitrate by registered or certified mail
to  the  other  party  and  to  JAMS.  The  Arbitration  Notice  shall contain a
description  of  the subject matter of the arbitration, the dispute with respect
thereto,  the  amount  involved, if any, and the remedy or determination sought.
The  parties  shall  then agree on a retired judge from the JAMS panel.  If they
are  unable  to  promptly agree, JAMS will provide a list of three (3) available
judges  and  each  party  may  strike  one  (1).  The  remaining  judge  (or  if


                                      -77-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
there  are  two (2), the one selected by JAMS) will serve as the Arbitrator.  In
the  event that JAMS shall no longer exist or if JAMS fails or refuses to accept
submission  of  such  dispute,  then  the  dispute  shall be resolved by binding
arbitration  before the American Arbitration Association ("AAA") under the AAA's
commercial  arbitration  rules  then  in  effect.

          19.41.3  Arbitration  Procedure.
                   ----------------------

               19.41.3.1     Pre-Decision  Actions.   The  Arbitrator  shall
                             ---------------------
schedule a pre-hearing conference to resolve procedural matters, arrange for the
exchange  of  information,  obtain  stipulations,  and  narrow  the issues.  The
parties  will  submit  proposed  discovery  schedules  to  the Arbitrator at the
pre-hearing  conference.  The scope and duration of discovery will be within the
sole  discretion of the Arbitrator.  The Arbitrator shall have the discretion to
order  a  pre-hearing exchange of information by the parties, including, without
limitation,  production  or  requested  documents,  exchange  of  summaries  of
testimony  of  proposed  witnesses, and examination by deposition of parties and
third-party witnesses.  This discretion shall be exercised in favor of discovery
reasonable  under  the  circumstances.

               19.41.3.2     The  Decision.  The  arbitration shall be conducted
                             -------------
in  Los  Angeles,  California.  Any party may be represented by counsel or other
authorized  representative.  In  rendering  a  decision(s), the Arbitrator shall
determine the rights and obligations of the parties according to the substantive
and  procedural  laws  of California and the terms and provisions of this Lease.
The  Arbitrator's  decision  shall  be  based  on the evidence introduced at the
hearing,  including  all  logical  and  reasonable  inferences  therefrom.  The
Arbitrator may make any determination, and/or grant any remedy or relief that is
just  and  equitable.  The  decision  must  be  based  on, and accompanied by, a
written  statement  of  decision  explaining the factual and legal basis for the
decision as to each of the principal controverted issues.  The decision shall be
conclusive  and binding, and it may thereafter be confirmed as a judgment by the
Superior  Court  of  the  State  of California, subject only to challenge on the
grounds  set  forth in California Code of Civil Procedure SECTION 1286.2 (or any
                                                          --------------
successor  statute).  The  validity  and  enforceability  of  the  Arbitrator's
decision  is  to  be determined exclusively by the California courts pursuant to
the  provisions  of  this  Lease.  The  Arbitrator  may  award costs, including,
without  limitation,  attorneys'  fees  and  expert  and  witness  costs, to the
prevailing  party,  if  any,  as determined by the Arbitrator in its discretion.
The  Arbitrator's  fees  and  costs shall be paid by the non-prevailing party as
determined  by the Arbitrator in its discretion.  A party shall be determined to
be the prevailing party if its proposal for the resolution of the dispute is the
closest  to  that  adopted  by  the  Arbitrator.

          19.42     Prior Lease.  Upon the Lease Commencement Date, that certain
                    -----------
Office  Lease,  dated January 11, 1979, between Landlord and Tenant, as amended,
together with all of the relevant additional leases and/or amendments respecting
Tenant's  occupancy  of  the  Premises  prior  to  the  date  of  this  Lease
(collectively, the "PRIOR LEASE"), relating to the Premises, shall automatically
terminate  and be of no further force or effect and Landlord and Tenant shall be
relieved  of  their  respective  obligations under the Prior Lease, except those
obligations  of  Tenant  set forth in the Prior Lease which specifically survive
the  expiration  or  earlier  termination of the Prior Lease, including, without
limitation,  the payment by Tenant of all amounts owed by Tenant under the Prior
Lease.


                                      -78-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     19.43     Termination  of  Adjacent  Building  Lease.  Notwithstanding  the
               ------------------------------------------
terms  of Section 19.42, above, in the event that the Adjacent Building Lease is
legally  terminated  by  Tenant and/or Landlord prior to the "Lease Commencement
Date,"  as  that  term  is  defined  in  the  Adjacent Building Lease, including
pursuant  to  the  terms  of  Section 19.42 of the Adjacent Building Lease, this
Lease  shall  likewise  terminate,  and  the  Prior  Lease  shall  thereupon  be
reinstated  to  be  in  full force and effect; provided that Landlord and Tenant
agree  that  the  dates  therein  which relate to either (i) the exercise of any
renewal  or  extension  option,  or (ii) the expiration of the term of the Prior
Lease,  shall  all be deemed to have been extended by the amount of time between
the  full execution and delivery of this Lease and the termination of this Lease
and  reinstatement  of  the  Prior  Lease.

          IN  WITNESS  WHEREOF, Landlord and Tenant have caused this Lease to be
executed  the  day  and  date  first  above  written.

                                          "Landlord":

                                          TISHMAN WARNER CENTER VENTURE, LLC,
                                          a California limited liability company

                                          By:   TIW INVESTMENT CORPORATION,
                                                a California corporation,
                                                Its  Manager

                                                By:
                                                   -----------------------------
                                                        Alan D. Levy,
                                                        Chief Executive Officer

                                          "Tenant":

                                          20TH  CENTURY  INDUSTRIES,
                                          a  California  corporation

                                                By:
                                                   -----------------------------
                                                        William L. Mellick,
                                                        President and Chief
                                                        Executive Officer

                                                By:
                                                   -----------------------------
                                                        William G. Crain,
                                                        Vice President


                                      -79-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                    EXHIBIT A
                                    ---------

                               20TH CENTURY PLAZA

                              OUTLINE OF EACH FLOOR

                                 OF THE PREMISES



                                EXHIBIT A - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>




                                EXHIBIT A - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>




                                EXHIBIT A - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
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<PAGE>




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                                              TISHMAN WARNER CENTER VENTURE, LLC
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<PAGE>




                                EXHIBIT A - Page 5
                                              TISHMAN WARNER CENTER VENTURE, LLC
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<PAGE>




                                EXHIBIT A - Page 6
                                              TISHMAN WARNER CENTER VENTURE, LLC
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<PAGE>




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                                              TISHMAN WARNER CENTER VENTURE, LLC
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<PAGE>




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                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>




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                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>




                               EXHIBIT A - Page 10
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>


                               EXHIBIT A - Page 11
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>

                                   EXHIBIT B
                                   ----------

                               20TH CENTURY PLAZA

                               OUTLINE OF PROJECT




                               EXHIBIT B - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>




                               EXHIBIT B - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>

                                   EXHIBIT C
                                   ----------

                               20TH CENTURY PLAZA
                               -------------------

                               TENANT WORK LETTER
                               -------------------

     This  Tenant  Work Letter shall set forth the terms and conditions relating
to  the  construction of the Tenant Improvements in the Premises and the Storage
Area.  This  Tenant  Work  Letter  is  essentially organized chronologically and
addresses  the  issues  of  the  planning  and  construction  of  the  Tenant
Improvements,  in  sequence,  as  such  issues  will  arise  during  the  actual
construction  of  the  Premises.  All  references  in this Tenant Work Letter to
Articles  or  Sections  of  "this  Lease"  shall  mean  the relevant portions of
ARTICLES  1 THROUGH 20 of the Lease to which this Tenant Work Letter is attached
----------------------
as EXHIBIT C, and all references in this Tenant Work Letter to Sections of "this
   ---------
Tenant  Work Letter" shall mean the relevant portions of SECTIONS 1 THROUGH 6 of
                                                         --------------------
this  Tenant  Work  Letter.

                                   SECTION 1
                                   ---------

                   DELIVERY OF THE PREMISES AND BASE BUILDING
                   ------------------------------------------

     Tenant acknowledges that Tenant has been occupying the Premises pursuant to
the  Prior  Lease and therefore hereby accepts, the base, shell, and core of the
Building  (i.e., that portion of the Building not constructed for the benefit of
Tenant or any prior tenant or occupant of the Building, collectively, the "BASE,
SHELL  AND CORE") in its currently existing, "as-is" condition.  Landlord hereby
grants  Tenant  an improvement allowance equal to One Million and No/100 Dollars
($1,000,000.00)  for  improvements by Tenant to the Building ground floor lobby,
existing  elevator  systems,  and/or  the  Building  HVAC  System (including any
related structural changes, but not including any non-Base, Shell, and Core HVAC
System)  (the  "Base  Building  Allowance").  Tenant shall have the right to use
such  Base Building Allowance for improvements to or renovations of the Building
lobby,  existing elevator system, structure and/or HVAC System (the "Tenant Base
Building  Work").  The  disbursements  of  the  Base Building Allowance, and the
design  and construction of the Tenant Base Building Work shall be in accordance
with  the  terms  of  this Tenant Work Letter, as if the Base Building Allowance
were  a  part  of  the  Tenant  Improvement Allowance, and as if the Tenant Base
Building  Work  were  a  part  of  the  Tenant  Improvements

                                   SECTION 2
                                   ----------

                              TENANT IMPROVEMENTS
                              --------------------

     2.1     Tenant  Improvement  Allowance.  Tenant  shall  be  entitled  to a
             ------------------------------
tenant  improvement allowance (the "TENANT IMPROVEMENT ALLOWANCE") in the amount
of  Twenty-Five  and  50/100  Dollars  ($25.50)  per rentable square foot of the
Premises.  Landlord shall have no other responsibility for the costs relating to
the  design  and construction of Tenant's improvements to be constructed in such
space  (the  "TENANT IMPROVEMENTS").  In no event shall Landlord be obligated to
make  disbursements  pursuant to this Tenant Work Letter in a total amount which
exceeds  the  Base  Building  Allowance and the Tenant Improvement Allowance.


                               EXHIBIT C - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
With  the  exception  of  the  items  listed  on  SCHEDULE  5 hereto, all Tenant
                                                  -----------
Improvements  which are permanently affixed to the Premises for which the Tenant
Improvement  Allowance  has  been  made  available  shall  be  deemed Landlord's
property  and  shall  be  governed  by the same restrictions as are set forth in
SECTION  6.6  of the Lease with respect to Alterations, except that Tenant shall
------------
have  no  obligation to remove Tenant Improvements upon the expiration or sooner
termination of the Lease Term (unless, in connection with Landlord's approval of
the Final Working Drawings, Landlord  notifies Tenant of particular, non-general
office  improvements  which  Landlord  may  require  to  be removed (the "TENANT
IMPROVEMENT  REMOVAL  ITEMS")).

     2.2     Disbursement  of  Tenant  Improvement  Allowance.
             ------------------------------------------------

          2.2.1  Tenant  Improvement  Allowance  Items.  Except as otherwise set
                 -------------------------------------
forth  in  this  Lease  and  this  Tenant  Work  Letter,  the Tenant Improvement
Allowance  shall  be disbursed by Landlord (each of which disbursements shall be
made  pursuant  to  Landlord's disbursement process) for the following items and
costs  (collectively,  the  "TENANT  IMPROVEMENT  ALLOWANCE  ITEMS"):

               2.2.1.1  Payment  of  the  fees  of  the  "Architect"  and  the
"Engineers,"  as  those  terms  are  defined  in Section 3.1 of this Tenant Work
Letter,  and  payment  of  the  fees  incurred by, and the cost of documents and
materials  supplied  by,  Landlord's and Tenant's consultants in connection with
the  preparation  and  review  of  the  "Construction Drawings," as that term is
defined  in  Section 3.1 of this Tenant Work Letter (provided, however, that the
Tenant  Improvement  Allowance  shall  only  be  charged  for  fees and costs of
Landlord's  construction consultants incurred subsequent to the date hereof, and
the  total  amount  of such fees and costs shall not exceed Ten Thousand Dollars
($10,000));

               2.2.1.2  The  payment  of  plan  check,  permit  and license fees
relating  to  construction  of  the  Tenant  Improvements;

               2.2.1.3  The  cost of any voice and data wiring for the Premises,
any  security  system installed by Tenant within the Project (which Tenant shall
have  the  right  to install as a Tenant Improvement provided that the same does
not interfere with the operation of the Building's security system), any signage
costs  incurred  by  Tenant pursuant to SECTION 19.17 of the Lease, any built-in
                                        -------------
and/or  movable  furniture  purchased  by  Tenant  for  the  Premises;

               2.2.1.4  The cost of construction consultants (including, without
limitation,  structural  engineering  consultants,  consultant  coordinator,
construction  manager  and other similar professional consultants) and attorneys
retained  by  Tenant  relating  to  any aspect of this Lease transaction and the
Project.

               2.2.1.5  The  cost  of  construction  of the Tenant Improvements,
including,  without  limitation,  the  cost  of window coverings, ceiling hanger
wires, testing and inspection costs and contractors' fees and general conditions
(provided  that,  if Landlord conducts separate tests or inspections, such tests
or inspections shall be at Landlord's sole cost and expense unless such tests or
inspections  reveal  faulty workmanship which must be corrected or such tests or
inspections  are  not conducted by Tenant and are reasonable and customary tests
conducted  in


                               EXHIBIT C - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
connection with Tenant Improvement construction, in which case the costs of such
tests  or  inspections  shall  be  a  Tenant  Improvement  Allowance  Item);

               2.2.1.6  The cost of any changes to the Base, Shell and Core when
such changes are required by the Construction Drawings, such cost to include all
direct architectural and/or engineering fees and expenses incurred in connection
therewith;

               2.2.1.7  The  cost  of  furniture,  fixtures  and equipment to be
installed  in  the  Project;

               2.2.1.8  The net cost of all changes to the Construction Drawings
or  Tenant  Improvements  required  by  Code;

               2.2.1.9  Sales  and  use  taxes  and  Title  24  fees;

               2.2.1.10  The  "Landlord  Coordination  Fee",  as  that  term  is
defined  in  SECTION  2.4  of  this  Tenant  Work  Letter;  and
             ------------

               2.2.1.11  Costs,  if  any,  incurred  pursuant  to  the  terms of
SECTION  6.6  of  this  Tenant  Work  Letter.
------------

          If Tenant does not utilize all of the Tenant Improvement Allowance for
Tenant  Improvement  Items in the Building, Tenant shall be entitled to use such
excess  amounts  (i)  as a credit against Tenant's first obligations to pay Base
Rent  under  the  Lease  after  exhaustion of any other initial credits to which
Tenant  is entitled, or (ii) towards defraying costs for improvements comparable
to  the Tenant Improvement Allowance Items that Tenant may incur in the Adjacent
Building.

          2.2.2     Disbursement  Procedures  for Tenant Improvement Allowance.
                    ----------------------------------------------------------
Landlord  shall  make  monthly disbursements of the Tenant Improvement Allowance
for  Tenant  Improvement  Allowance  Items  for  the benefit of Tenant and shall
authorize  the  release  of  monies  for  the  benefit  of,  Tenant as follows:

               2.2.2.1  Monthly  Disbursements.  On or before the earlier of (a)
                        ----------------------
the date which is ninety (90) days after the full execution and delivery of this
Lease,  and  any  related  documents  and (b) the date which is thirty (30) days
after  recordation of Landlord's construction loan (provided that, in any event,
Landlord  shall  not  be  required  to make any payments until the date which is
thirty (30) days after Landlord's receipt of the "Payment Request," as that term
is  defined  below),  Landlord  shall  deliver  to  Tenant  payment  for  up  to
$235,000.00  (in  the  aggregate for this Lease and the Adjacent Building Lease)
for  "soft  costs" expended by Tenant in connection with the Tenant Improvements
(the "EARLY SOFT COST PAYMENT").  Notwithstanding the foregoing, Landlord agrees
that  Landlord  shall  disburse $115,000.00 (in the aggregate for this Lease and
the  Adjacent  Building Lease) of the Tenant Improvement Allowance (the "INITIAL
PAYMENT") concurrently with the full execution and delivery of this Lease, which
Initial  Payment  shall  be  a  part  of, and deducted from, the Early Soft Cost
Payment.  Thereafter, commencing on the date which is thirty (30) days after the
recordation  of  Landlord's  construciton  loan, and continuing to and including
December  31,  1998  (the  "Soft-Cost  Reimbursement  Period"),  Tenant


                               EXHIBIT C - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
may  make  Payment  Requests  of  up  to $100,000.00 per month, in the aggregate
between the Building and the Adjacent Building, for additional "soft costs."  If
Landlord  commences  construction of the Project prior to June 1, 1998, Landlord
shall  disburse to Tenant, in accordance with the terms of this SECTION 2.2.2.1,
                                                                ---------------
on  or  before  December  1,  1998,  the aggregate of all such amounts for which
Landlord  received a Payment Request prior to November 5, 1998.  If Landlord has
not  commenced construction of the Project prior to June 1, 1998, Landlord shall
disburse  to  Tenant the amounts set forth in such Payment Requests on a monthly
basis  in  accordance  with  the  terms  of this SECTION 2.2.2.1.  Following the
                                                 ---------------
Soft-Cost  Reimbursement  Period,  Landlord  shall  commence  to  disburse  the
remaining  Tenant  Improvement  Allowance  for  all Tenant Improvement Allowance
Items,  both  "Land"  and  "Soft"  costs,  pursuant to the terms of this Section
2.2.2.  On  or before the 10th day of each calendar month, or such other date as
designated  by  Landlord  (the  "SUBMITTAL DATE"), 1998, Tenant shall deliver to
Landlord:  (i)  a  request  for  payment  of  the  "Contractor," as that term is
defined  in  SECTION  4.1  of  this  Tenant  Work  Letter,  approved  by Tenant,
             ------------
countersigned  by  the  Architect in substantially the form of AIA Document G702
(which  countersignature  shall,  to  the  extent  Architect  should  make  the
certification  required  by  AIA  Document  G702, be the obligation of Tenant to
obtain),  showing  the  approved  schedule  of  values,  broken  down  by trade,
indicating  the  percentage  of  completion  of  the  Tenant Improvements in the
Premises  and  the Storage Area, detailing the portion of the work completed and
the  portion not completed; (ii) invoices from all of "Tenant's Agents," as that
term  is defined in SECTION 4.1.2 of this Tenant Work Letter, for labor rendered
                    -------------
and materials delivered to the Premises; (iii) executed mechanic's lien releases
from  all of Tenant's Agents which shall comply with the appropriate provisions,
as  reasonably determined by Landlord, of California Civil Code SECTION 3262(D);
                                                                ---------------
and  (iv)  all  other  information  reasonably  requested by Landlord (items (i)
through (iv), above, the "Payment Request").  Tenant's request for payment shall
be  deemed  Tenant's  acceptance  and  approval of the work furnished and/or the
materials supplied as set forth in Tenant's payment request.  Thereafter, within
twenty-five (25) days after the Submittal Date, Landlord shall deliver checks to
Tenant  made  payable  jointly to Tenant and its construction consultants and to
Tenant  and  its  Contractor/Tenant's Agents in payment of the lesser of (A) the
amounts  so  requested  by  Tenant, as set forth in this SECTION 2.2.2.1, above,
                                                         ---------------
less a ten percent (10%) retention (the aggregate amount of such retention to be
known as the "FINAL RETENTION"), provided that such retention shall not apply to
invoices  from  the  Architect or Tenant's construction consultants, and (B) the
balance  of  any remaining available portion of the Tenant Improvement Allowance
(not including the Final Retention), provided that Landlord does not dispute any
request  for  payment  based  on  non-compliance  of any work with the "Approved
Working  Drawings,"  as that term is defined in SECTION 3.4 below, or due to any
                                                -----------
substandard  work.  Landlord's  payment  of  such  amounts  shall  not be deemed
Landlord's approval or acceptance of the work furnished or materials supplied as
set  forth  in  Tenant's  payment  request.


               2.2.2.2  Final  Retention.  Subject  to  the  provisions  of this
                        ----------------
Tenant  Work  Letter,  a  check or checks for the Final Retention payable to the
Contractor/Tenant's  Agents  shall  be delivered by Landlord to Tenant following
the  completion  of  construction  of  the  Premises,  provided  that (i) Tenant
delivers  to  Landlord  copies  of  properly executed mechanics lien releases in
compliance with both California Civil Code SECTION 3262(D)(2) and either SECTION
                                           ------------------            -------
3262(D)(3)  or  SECTION  3262(D)(4),  (ii)  Landlord  has  determined  that  no
----------      -------------------
substandard  work  exists  which


                               EXHIBIT C - Page 4
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
adversely affects the mechanical, electrical, plumbing, heating, ventilating and
air conditioning, life-safety or other systems of the Building, the curtain wall
of  the  Building,  the  structure or exterior appearance of the Building, (iii)
Architect delivers to Landlord a certificate, in a form reasonably acceptable to
Landlord,  certifying  that  the  construction of the Tenant Improvements in the
Premises  and the Storage Area has been substantially completed, and (iv) all of
the  other items set forth on the "Close-Out List" attached hereto as SCHEDULE 2
                                                                      ----------
have  been  delivered  to  Landlord.

          2.2.3     Failure  to  Disburse  Tenant  Improvement  Allowance.  If
                    -----------------------------------------------------
Landlord  fails  to  timely  fulfill  its  obligation to fund any portion of the
Tenant Improvement Allowance, Tenant shall be entitled to deliver written notice
("PAYMENT  NOTICE") thereof to Landlord and to any mortgage or trust deed holder
of  the  Building  whose  identity and address have been previously disclosed to
Tenant.  If  Landlord  still  fails to fulfill any such obligation within twenty
(20)  business  days after Landlord's receipt of the Payment Notice from Tenant,
and  if  Landlord  fails  to deliver written notice to Tenant within such twenty
(20)  business  day  period explaining Landlord's reasons that Landlord believes
that the amounts described in Tenant's Payment Notice are not due and payable by
Landlord  ("REFUSAL  NOTICE"),  Tenant shall be entitled to fund such portion of
the  Tenant  Improvement  Allowance and to offset the amount so funded, together
with  interest  at  the Interest Rate from the date of funding until the date of
offset,  against  Tenant's  next  obligations  to  pay  Base  Rent.  If Landlord
delivers  a  Refusal Notice, and if Landlord and Tenant are not able to agree on
the  amounts  to  be  so  paid  by  Landlord, if any, within ten (10) days after
Tenant's  receipt  of  a  Refusal  Notice,  Tenant  may  submit  such dispute to
arbitration  in accordance with SECTION 19.41 of this Lease.  If Tenant prevails
                                -------------
in  any  such arbitration, the award by the arbitrator shall include interest at
the  Interest  Rate calculated from the date of funding by Tenant, if any, until
the  date of Landlord's payment of such award.  Similarly, if Tenant prevails in
any such arbitration, and if Landlord and Tenant then agree that Tenant shall be
entitled  to  apply  such  award as a credit against Tenant's obligations to pay
Rent,  the award shall include interest at the Interest Rate calculated from the
date  of funding by Tenant, if any, until the date of application of such amount
as  a  credit  against  Rent.

          2.3     Standard Tenant Improvement Package.  Landlord has established
                  -----------------------------------
specifications (the "SPECIFICATIONS") for the Building standard components to be
used in the construction of the Tenant Improvements (collectively, the "STANDARD
IMPROVEMENT PACKAGE"), which Specifications are set forth on SCHEDULE 3 attached
                                                             ----------
hereto  and  made  a  part  hereof.  The quality of Tenant Improvements shall be
equal  to or of greater quality than the quality of the Specifications, provided
that  any  window  coverings  shall  be  consistent  throughout  the  Building.

     2.4     Landlord  Coordination Fee.  The Tenant Improvement Allowance Items
             --------------------------
shall  include  a  coordination  fee  (the  "LANDLORD  COORDINATION  FEE")  for
Landlord's  services  relating  to  the  coordination of the construction of the
Tenant  Improvements  in  the  amount  of  $0.30  per  usable square foot of the
Premises.


                               EXHIBIT C - Page 5
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                    SECTION 3
                                    ---------

                              CONSTRUCTION DRAWINGS
                              ---------------------

          3.1     Selection  of  Architect/Construction  Drawings.  Tenant shall
                  -----------------------------------------------
retain  Cole  Martinez  &  Curtis (the "ARCHITECT") to prepare the "Construction
Drawings,"  as  that  term  is  defined in this SECTION 3.1.  Landlord shall, at
                                                -----------
Landlord's  sole cost and expense,  supply Tenant with either (i) one (1) set of
all  Building  plans  and  specifications  in  Landlord's possession and one (1)
reproducible  set  of  same,  or  (ii)  one set of such plans and specifications
together  with  a  CADD  diskette  containing  the  same.  Tenant  shall  retain
engineering  consultants  subject  to  Landlord's prior approval, which approval
shall  not  unreasonably  be  withheld  or  delayed,  to  prepare  all plans and
engineering  working  drawings relating to the structural, mechanical (including
plumbing  and  HVAC  and  lifesafety  work in the Premises and the Storage Area,
which  work  is not part of the Base, Shell and Core.  In addition, Tenant shall
retain  engineering  consultants  reasonably approved by Landlord to prepare all
plans  and engineering working drawings relating to the electrical and sprinkler
work  in  the Premises, which work is not part of the Base, Shell and Core.  All
of the engineering consultants retained by Tenant shall, unless otherwise noted,
be collectively referred to herein as the "ENGINEERS." The plans and drawings to
be prepared by Architect and the Engineers hereunder shall be known collectively
as  the "CONSTRUCTION DRAWINGS." All Construction Drawings shall comply with the
drawing  format and specifications reasonably approved by Landlord, and shall be
subject  to  Landlord's  approval.  Tenant  and  Architect  shall be entitled to
verify,  in  the  field,  the dimensions and conditions as shown on the relevant
portions of the base building plans, except that Tenant and Architect shall have
no  responsibility for Landlord's compliance with its obligations in relation to
any  aspect  of the construction of the Base, Shell and Core.  Landlord's review
of  the  Construction  Drawings  as  set  forth  in this SECTION 3, shall be for
                                                         ---------
Landlord's  sole  purpose, and shall not imply Landlord's review of the same for
quality,  design,  Code  compliance  or  other  like  matters.  Accordingly,
notwithstanding  that  any Construction Drawings are reviewed by Landlord or its
project  manager,  architect, engineers and consultants, and notwithstanding any
advice  or  assistance which may be rendered to Tenant by Landlord or Landlord's
project  manager,  architect, engineers, and consultants, Landlord shall have no
liability  whatsoever  for any omissions or errors contained in the Construction
Drawings,  unless actually caused by Landlord or its project manager, architect,
engineers  or  consultants.

     3.2     Final  Space  Plan.  Tenant shall supply Landlord with one (1) copy
             ------------------
with  all  pages signed by Tenant, and three (3) copies with only the cover page
signed  by  Tenant,  of  Tenant's  final  space plan for the Tenant Improvements
before  any architectural working drawings or engineering drawings for the space
outlined  in  such  final  space plan have been commenced.  The final space plan
(the  "FINAL  SPACE  PLAN") shall include a layout and designation of all of the
areas  in  the  Premises  to  be  affected  by the tenant improvement work to be
contained therein.  Landlord shall, within ten (10) business days of the receipt
of  the Final Space Plan for any portion of the Premises, either (i) approve the
Final  Space  Plan,  (ii)  approve  the  Final  Space  Plan subject to specified
conditions  to  be complied with when the "Final Working Drawings," as that term
is  defined in SECTION 3.3, below, are submitted by Tenant to Landlord, or (iii)
               -----------
disapprove  the  Final  Space  Plan and return the same to Tenant with requested
revisions;  provided,  however,  that  Landlord  shall only disapprove the Final
Space  Plan  for  these  exclusive  reasons:  (a)  an


                               EXHIBIT C - Page 6
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
adverse  effect  on the structural integrity of the Building; (b) non-compliance
with  Code  (c)  an  adverse effect on the Building's Systems and Equipment; (d)
failure to comply with SECTION 2.3 of this Tenant Work Letter, or (e) a material
                       -----------
and  adverse  effect on the exterior appearance of the Building (individually or
collectively,  a  "DESIGN  PROBLEM").  The foregoing procedure shall be repeated
until  the Final Space Plan for all portions of the Premises and Storage Area is
ultimately  approved  by  Landlord.  The  Final  Space  Plan may be submitted to
Landlord  for  approval  at  one  or  more  times  and  in  one  or  more parts.

     3.3     Final  Working  Drawings.  After  the  Final  Space  Plan  has been
             ------------------------
approved  by  Landlord,  Tenant  shall  supply  the  Engineers with a listing of
standard  and  non-standard  equipment  and  specifications,  including, without
limitation,  B.T.U. calculations, electrical requirements and special electrical
receptacle  requirements  for  the  Premises, in sufficient detail to enable the
Engineers  and  the  Architect to complete the "Final Working Drawings" (as that
term  is  defined below) in the manner as set forth below.  Upon the approval of
the  Final  Space  Plan  by Landlord and Tenant, Tenant shall promptly cause the
Architect  and  the  Engineers  to  complete  the  architectural and engineering
drawings  for  the  Tenant  Improvements,  and  Architect  shall compile a fully
coordinated  set  of  architectural,  structural,  mechanical,  electrical  and
plumbing working drawings in a form which is complete to allow subcontractors to
bid  on  the work and to obtain all applicable permits (collectively, the "FINAL
WORKING  DRAWINGS")  and  shall  submit  the  same  to  Landlord  for Landlord's
approval.  Tenant  shall supply Landlord with one (1) copy of such Final Working
Drawings  with  all  pages signed by Tenant, and either (i) three (3) additional
copies  with  only  the  cover  page  signed  by Tenant, or (ii) a CADD diskette
containing  the  same.  Landlord shall, within fifteen (15) business days of the
receipt  of  the  Final Working Drawings for any portion of the Premises, either
(i)  approve the Final Working Drawings, (ii) approve the Final Working Drawings
subject  to  specified  conditions to be satisfied by Tenant prior to submitting
the Approved Working Drawings for permits as set forth in SECTION 3.4, below, or
                                                          -----------
(iii)  disapprove and return the Final Working Drawings to Tenant with requested
revisions  if the Final Working Drawings do not reasonably comply with the Final
Space  Plan  or  contain  a  Design  Problem.  The  foregoing procedure shall be
repeated  until  the Final Working Drawings for all portions of the Premises are
ultimately approved by Landlord.  The Final Working Drawings may be submitted to
Landlord  for  approval  at  one  or  more  times  and  in  one  or  more parts.

     3.4     Approved  Working  Drawings.  The  Final  Working Drawings for each
             ---------------------------
full  floor of the Premises shall be approved by Landlord (the "APPROVED WORKING
DRAWINGS")  prior to the commencement of construction of the Tenant Improvements
on  such  floor  by  Tenant.  Notwithstanding the foregoing, if Tenant elects to
submit  the  Final  Working  Drawings  for  any  full  floor  to the appropriate
authorities  for all applicable building permits prior to, or concurrently with,
its submission of the Final Working Drawings to Landlord for Landlord's consent,
and  Tenant receives the requested building permits prior to Landlord's approval
of  the  Final Working Drawings, then, at Tenant's sole risk and expense, Tenant
may  commence  the  construction of the Tenant Improvements on that floor of the
Premises.  Tenant hereby agrees that neither Landlord nor Landlord's consultants
shall  be  responsible  for  obtaining  any  building  permit  or certificate of
occupancy  for  the  Premises  and  that  obtaining  the  same shall be Tenant's
responsibility;  provided, however, that Landlord shall cooperate with Tenant in
executing  permit  applications


                               EXHIBIT C - Page 7
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
and  performing  other ministerial acts reasonably necessary to enable Tenant to
obtain  any  such permit or certificate of occupancy.  No changes, modifications
or  alterations  in  the Approved Working Drawings may be made without the prior
written  consent  of  Landlord,  which consent may not unreasonably be withheld,
conditioned  or  delayed.

                                    SECTION 4
                                    ---------

                     CONSTRUCTION OF THE TENANT IMPROVEMENTS
                     ---------------------------------------

     4.1     Tenant's  Selection  of  Contractors.
             ------------------------------------

          4.1.1     The  Contractor.  A  general  contractor  (the "CONTRACTOR")
                    ---------------
shall  be  retained  by  Tenant  to  construct  the  Tenant  Improvements.  The
Contractor  shall be selected pursuant to a  competitive bidding process wherein
Landlord  shall  have the right to reasonably pre-approve all bidders and Tenant
agrees  that  Landlord's  base  building  general  contractor  and/or  interior
contractor  shall  be  entitled to be bidders.  Tenant shall deliver to Landlord
notice  of  its  selection  of  the  Contractor  upon  such  selection.

          4.1.2     Tenant's Agents.  All subcontractors, laborers, materialmen,
                    ---------------
and  suppliers  used  by Tenant (such subcontractors, laborers, materialmen, and
suppliers,  and  the  Contractor  to be known collectively as "TENANT'S AGENTS")
must  be  approved  in  writing  by  Landlord,  which  approval  shall  not  be
unreasonably,  withheld  or  delayed;  provided  that  Tenant must contract with
Landlord's  base  building  subcontractors  for  any  hook-up of the systems and
equipment  located in the Premises to the lifesafety system which is part of the
Base,  Shell  and  Core.  Tenant's Agents shall all comply with the construction
rules  for  the  Building,  as  set forth in SCHEDULE 4 attached hereto.  Tenant
                                             ----------
shall indemnify and hold Landlord harmless from any action of any Tenant's Agent
which  voids,  modifies or otherwise interferes with any warranty or guaranty of
Landlord  with respect to the base building.  If Landlord reasonably disapproves
any  of Tenant's proposed subcontractors, laborers, materialmen or suppliers for
reasonable reasons, Tenant shall submit other proposed subcontractors, laborers,
materialmen  or  suppliers  for  Landlord's  written  approval.

     4.2     Construction  of  Tenant  Improvements  by  Tenant's  Agents.
             ------------------------------------------------------------

          4.2.1     Tenant's  Agents.
                    ----------------

               4.2.1.1  Landlord's  General  Conditions  for Tenant's Agents and
                        --------------------------------------------------------
Tenant  Improvement  Work.  Tenant's  and  Tenant's  Agents' construction of the
-------------------------
Tenant Improvements shall comply with the following: (i) the Tenant Improvements
shall  be  constructed  in strict accordance with the Approved Working Drawings;
(ii) Tenant's Agents shall submit schedules of all work relating to the Tenant's
Improvements  to Contractor and Landlord and Contractor and Tenant shall, within
five  (5)  business days of receipt thereof, inform Landlord and Tenant's Agents
of  any changes which are necessary thereto, and Tenant's Agents shall adhere to
such  corrected  schedule;  and (iii) Tenant shall abide by all reasonable rules
made  by Landlord's Building manager with respect to the use of freight, loading
dock  and  any  service  and/or  passenger  elevators,  storage  of  materials,
coordination  of  work  with  the  contractors  of  other


                               EXHIBIT C - Page 8
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
tenants,  and  any  other  matter  in  connection  with this Tenant Work Letter,
including,  without  limitation,  the  construction  of the Tenant Improvements.
However,  Tenant  and  Landlord  shall  use  commercially  reasonable efforts to
coordinate  the  work  of  their respective contractors in order to minimize any
interference  with  the  performance  of  one  another's  work.

               4.2.1.2  Indemnity.  Tenant's  indemnity  of  Landlord  and
                        ---------
Landlord's  indemnity of Tenant as set forth in SECTION 7.1 of  this Lease shall
                                                -----------
also  apply  with  respect  to  any and all costs, losses, damages, injuries and
liabilities  related  in  any  way  to any act or omission of Tenant or Tenant's
Agents,  or  of  Landlord or Landlord's employees, agents or contractors, as the
case  may  be,  or  anyone directly or indirectly employed by any of them, or in
connection  with Landlord's or Tenant's non-payment of any amount arising out of
the Tenant Improvements and/or Tenant's disapproval of all or any portion of any
request  for  payment.  Such indemnity by Tenant, as set forth in SECTION 7.1 of
                                                                  -----------
this Lease, shall also apply with respect to any and all costs, losses, damages,
injuries  and  liabilities  related  in any way to Landlord's performance of any
ministerial  acts  reasonably  necessary  (i)  to  permit Tenant to complete the
Tenant  Improvements, and (ii) to enable Tenant to obtain any building permit or
certificate  of  occupancy  for  the  Premises.

               4.2.1.3  Requirements  of  Tenant's  Agents.  Each  of  Tenant's
                        ----------------------------------
Agents  shall  guarantee  to  Tenant  and  for  the benefit of Landlord that the
portion  of  the  Tenant  Improvements for which it is responsible shall be free
from  any defects in workmanship and materials for a period of not less than one
(1)  year from the date of completion thereof.  Each of Tenant's Agents shall be
responsible  for  the replacement or repair, without additional charge to Tenant
or  Landlord, of all work done or furnished in accordance with its contract that
shall  become  defective  within  one  (1)  year after the later to occur of (i)
completion  of  the work performed by such contractor or subcontractors and (ii)
the Lease Commencement Date.  The correction of such work shall include, without
additional  charge,  all  additional expenses and damages incurred in connection
with  such removal or replacement of all or any part of the Tenant Improvements,
and/or  the  Building  and/or  Common  Areas  that  may  be damaged or disturbed
thereby.  All such warranties or guarantees as to materials or workmanship of or
with  respect  to  the Tenant Improvements shall be contained in the Contract or
subcontract  and  shall be written such that such guarantees or warranties shall
inure  to the benefit of both Landlord and Tenant, as their respective interests
may appear, and can be directly enforced by either.  Tenant covenants to give to
Landlord  any  assignment  or  other assurances which may be necessary to effect
such  right  of  direct  enforcement.

               4.2.1.4  Insurance  Requirements.
                        -----------------------

                    4.2.1.4.1  General  Coverages.  All of Tenant's Agents shall
                               ------------------
carry  worker's  compensation  insurance  covering  all  of  their  respective
employees,  and  shall  also  carry  reasonable  amounts  of  public  liability
insurance,  including  property  damage,  all  with  limits,  in  form  and with
companies  as  are reasonably approved by Landlord.  Landlord will provide, upon
Tenant's  request, a schedule showing the types and amounts of insurance, broken
down  by  trade,  that  are  deemed  by  Landlord to be the reasonable types and
amounts  of  insurance  required  of  each  of  Tenant's  Agents.


                               EXHIBIT C - Page 9
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                    4.2.1.4.2  Special  Coverages.  In addition to the insurance
                               ------------------
requirements  set  forth  in  ARTICLE  7 of this Lease, Tenant or the Contractor
                              ----------
shall  also carry full replacement value "Builder's All Risk" insurance approved
by  Landlord  covering  the  construction  of  the Tenant Improvements, and such
other  insurance  as Landlord may require so long as any such insurance is being
required  of  comparable  tenants in Comparable Buildings for tenant improvement
work comparable to the Tenant Improvements.  Such insurance shall be in amounts'
and  shall  include  such  extended  coverage  endorsements as may be reasonably
required  by Landlord including, but not limited to, the requirement that all of
Tenant's  Agents  shall  carry  excess  liability  and  Products  and  Completed
Operation  Coverage  insurance,  each  in  amounts  not  less  than $500,000 per
incident,  $1,000,000  in  aggregate,  and  in  form  and  with companies as are
required  to  be  carried  by Tenant as set forth in ARTICLE 7 of this Lease, so
                                                     ---------
long as any such insurance is being required of comparable tenants in Comparable
Buildings  for  tenant  improvement  work comparable to the Tenant Improvements.

                    4.2.1.4.3  General  Terms.  Certificates  on an ISO form for
                               --------------
all  insurance  carried  pursuant  to this SECTION 4.2.1.4 shall be delivered to
                                           ---------------
Landlord  before the commencement of construction of the Tenant Improvements and
before  the Contractor's equipment is moved onto the site.  All such policies of
insurance  must  contain  a  provision that the company writing said policy will
give Landlord at least thirty (30) days prior written notice of any cancellation
or  lapse  of  the  effective  date  or  any  reduction  in  the amounts of such
insurance.  In  the event that the Tenant Improvements are damaged by any cause,
except  for  the  negligence  or  willful  misconduct of Landlord (in which case
Landlord  shall  be  responsible  to  the  extent  not  covered by the insurance
required  to  be  carried  by  Tenant pursuant to SECTION 4.2.1.4.1 or 4.2.1.4.2
                                                  -----------------
above),  during the course of the construction thereof, Tenant shall immediately
repair  the  same  at  Tenant's  sole  cost  and expense.  Tenant's Agents shall
maintain  all  of  the  foregoing  insurance  coverage in force until the Tenant
Improvements are fully completed and accepted by Landlord.  All policies carried
under  this SECTION 4.2.1.4 shall insure Landlord and Tenant, as their interests
            ---------------
may  appear,  as well as Contractor and Tenant's Agents, and shall name Landlord
as  an  additional  named insured.  All insurance, except Workers' Compensation,
maintained  by  Tenant's Agents shall preclude subrogation claims by the insurer
against  anyone  insured  thereunder.  Such  insurance  shall provide that it is
primary  insurance  as respects Landlord and that any other insurance maintained
by Landlord is excess and noncontributing with the insurance required hereunder.
The  requirements  for  the  foregoing  insurance  shall  not  derogate from the
provisions  for  indemnification  of Landlord by Tenant under SECTION 4.2.1.2 of
                                                              ---------------
this  Tenant  Work  Letter.

          4.2.2     Governmental  Compliance.  The  Tenant  Improvements  shall
                    ------------------------
comply  in  all  respects  with the following: (i) applicable building codes and
other  state,  federal,  city  or quasi-governmental laws, codes, ordinances and
regulations,  as  each  may  apply  according  to the rulings of the controlling
public  official,  agent or other person (collectively, "Code"); (ii) applicable
standards  of  the  ISO and/or the American Insurance Association (formerly, the
National  Board  of  Fire  Underwriters)  and the National Electrical  Code; and
(iii)  building  material  manufacturer's specifications and industry standards.

          4.2.3     Inspection  by  Landlord.  Landlord  shall have the right to
                    ------------------------
inspect  the  Tenant  Improvements  at  all reasonable times and upon reasonable
notice;  provided,  however,


                              EXHIBIT C - Page 10
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
that  Landlord's  failure  to  inspect the Tenant Improvements shall in no event
constitute  a  waiver of any of Landlord's rights hereunder nor shall Landlord's
inspection  of  the  Tenant  Improvements  constitute Landlord's approval of the
same.  Should  Landlord  disapprove  any  portion  of  the  Tenant Improvements,
Landlord  shall  notify  Tenant in writing of such disapproval and shall specify
the  items disapproved; provided, however, that Landlord shall not disapprove of
any portion of the Tenant Improvements which have been constructed in accordance
with  the  Approved  Working  Drawings.  Any  defects  or  deviations in, and/or
disapproval by Landlord of, the Tenant Improvements shall be rectified by Tenant
at  no  expense  to  Landlord;  provided  however,  that  in  the event Landlord
determines  that  a  defect  or deviation exists or disapproves of any matter in
connection  with  any  portion  of  the  Tenant  Improvements  and  such defect,
deviation or matter might adversely affect the mechanical, electrical, plumbing,
heating,  ventilating  and  air  conditioning  or  life-safety  systems  of  the
Building,  the structure or appearance of the Building or any other tenant's use
of  such  other  tenant's  leased  premises,  Landlord  may  take such action as
Landlord  deems  necessary,  at  Tenant's  expense (paid as Additional Rent) and
without  incurring any liability on Landlord's part, to correct any such defect,
deviation and/or matter, including, without limitation, causing the cessation of
performance  of  the  construction of the Tenant Improvements until such time as
the  defect,  deviation  and/or  matter is corrected to Landlord's satisfaction.

          4.2.4     Meetings.  Commencing  upon  execution of this Lease, Tenant
                    --------
shall  hold  periodic meetings, at a reasonable time, with the Architect and the
Contractor  regarding  the  progress of the preparation of Construction Drawings
and the construction of the Tenant Improvements (which meetings shall be held at
a  location  mutually agreeable to Landlord and Tenant), and Landlord and/or its
agents shall receive prior notice of and shall have the right to attend all such
meetings.  In  addition,  minutes shall be taken at all such meetings, a copy of
which  minutes  shall  be promptly delivered to Landlord.  One such meeting each
month  shall  include  the  review  of Contractor's current request for payment.
Tenant  shall be notified in advance of all scheduled meetings which will have a
material  affect  on  the  construction  of  the Tenant Improvements, and Tenant
and/or  its  agents  shall  be  permitted  to  attend  such  meetings.

          4.3     Construction  Contract;  Cost  Budget.  Prior  to  Tenant's
                  -------------------------------------
execution  of the construction contract with the Contractor, Tenant shall submit
the construction contract to Landlord for its approval, which approval shall not
unreasonably  be  withheld  or  delayed.  Prior  to  the  commencement  of  the
construction  of  the  Tenant  Improvements  on each floor, and in each instance
after  Tenant  has  accepted all bids for the Tenant Improvements for a floor of
the Premises, Tenant shall provide Landlord with a detailed breakdown, by trade,
of the final costs to be incurred or which have been incurred in connection with
the  design  and construction of the Tenant Improvements, which may, at Tenant's
election,  be  on  a  floor-by-floor  basis  (the  "FINAL  COSTS").  The  term
"OVER-ALLOWANCE  AMOUNT"  shall  mean the difference between (i) the Final Costs
for  the  Premises,  and  (ii)  the  amount of the Tenant Improvement Allowance.
Tenant  shall  be  required to pay the Over-Allowance Amount on a pro rata basis
throughout  the  course  of  construction of the Tenant Improvements.  By way of
example  only,  and not as a limitation upon the foregoing, if the total cost of
the Tenant Improvement Allowance Items equals Thirty and 60/100 Dollars ($30.60)
per  rentable  square  foot  of the Premises, the Over-Allowance Amount shall be
Five  and 10/100 Dollars ($5.10) per rentable square foot (i.e., the Final Costs
less the Twenty-Five and 50/100 Dollars ($25.50) per rentable square foot Tenant
Improvement


                              EXHIBIT C - Page 11
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Allowance),  and  Tenant  shall  pay  one-fifth  (1/5ths)  of the amount of each
invoice  net  of  retention.  In  the  event  that  after  the  Final  Costs are
determined,  and if such Final Costs exceed the amount of the Tenant Improvement
Allowance  allocated to such space as described above, any revisions, changes or
substitutions  shall  be  made  to  the  Construction  Drawings  or  the  Tenant
Improvements  pursuant  to  the  provisions  of  this  Tenant  Work  Letter, any
additional  costs  (net of retention) reasonably attributable to such revisions,
changes  or  substitutions  shall  be  paid  by  Tenant.

     4.4     Notice of Completion; Copy of Record Set of Plans.  Within ten (10)
             -------------------------------------------------
business  days  after completion of construction of each full-floor phase of the
Tenant Improvements, Tenant shall cause a Notice of Completion to be recorded in
the  office  of  the  Recorder  of  the County of Los Angeles in accordance with
SECTION  3093  of  the  Civil  Code  of the State of California or any successor
-------------
statute,  and  shall  furnish  a copy thereof to Landlord upon such recordation;
provided,  however,  that if Tenant does not cause a timely Notice of Completion
to  be  recorded,  Tenant  shall  not  be  in breach hereunder, but Tenant shall
protect,  defend,  indemnify  and  hold  Landlord  harmless from any loss, cost,
damage,  claim  or  expense  incurred  by  Landlord as a consequence of Tenant's
failure  to record the Notice of Completion.  If Tenant fails to do so, Landlord
may  execute  and  file  the same on behalf of Tenant as Tenant's agent for such
purpose,  at Tenant's sole cost and expense.  At the conclusion of each phase of
construction,  (i) Tenant shall cause the Architect and Contractor (A) to update
the  Approved Working Drawings as necessary to reflect all material changes made
to  the  Approved  Working  Drawings  during  the course of construction, (B) to
certify  to  the  best  of  their  knowledge  that  the "record-set" of as-built
drawings  and  specifications  are  true  and correct, which certification shall
survive  the  expiration  or  termination  of  this Lease, and (C) to deliver to
Landlord  two  (2)  sets  of copies of such record set of drawings within ninety
(90)  days  following  the  completion  of  the  construction  of  the  Tenant
Improvements,  and  (ii)  Tenant  shall  deliver  to  Landlord  a  copy  of  all
warranties,  guaranties,  and  operating manuals and information relating to the
improvements,  equipment, and systems in the Premises, as applicable, as well as
all  other  items  set  forth  on  the  Close-Out  List.

                                    SECTION 5
                                    ---------

                              INTENTIONALLY OMITTED
                              ---------------------

                                    SECTION 6
                                    ---------

                                  MISCELLANEOUS
                                  -------------

     6.1     Tenant's Representative.  Tenant has designated Bernard F. Landgraf
             -----------------------
as  its sole representative with respect to the matters set forth in this Tenant
Work Letter, who, until further notice to Landlord, shall have full authority to
act  on  behalf  of  the  Tenant  as  required  in  this Tenant Work Letter, and
responsibility  for  Tenant's  compliance  with  its  provisions.

     6.2     Landlord's Representative.  Landlord has designated James Newell as
             -------------------------
its  Project  Manager  and  sole  representative with respect to the matters set
forth  in  this  Tenant  Work Letter, who, until further notice to Tenant, shall
have  full  authority  to  act  on  behalf  of  Landlord  as


                              EXHIBIT C - Page 12
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
required  in  this  Tenant  Work  Letter,  and  responsibility  for  landlord's
compliance  with  its  provisions.

     6.3     Time  of  the Essence in This Tenant Work Letter.  Unless otherwise
             ------------------------------------------------
indicated,  all  references herein to a "number of days" shall mean and refer to
calendar  days.  If  any  item  requiring  approval  is  timely  disapproved  by
Landlord,  the  procedure  for  preparation of the document and approval thereof
shall  be  repeated  until  the  document  is  approved  by  Landlord.

     6.4     Tenant's  Lease  Default.  Notwithstanding  any  provision  to  the
             ------------------------
contrary contained in this Lease, if an event of default as described in SECTION
                                                                         -------
12.1  of this Lease or in this Tenant Work Letter has occurred (after expiration
----
of  applicable cure periods) at any time on or before the substantial completion
of  the Tenant Improvements, then all obligations of Landlord under the terms of
this  Tenant  Work  Letter  shall be forgiven until such time as such default is
cured  pursuant  to  the  terms  of  this  Lease.

     6.5     Additional Miscellaneous.  During the period of construction of the
             ------------------------
Tenant  Improvements  and/or  Tenant's  move  into  the Building, Landlord shall
continue  to  provide standard services as required pursuant to the terms of the
Lease.

     6.6     Notices.  All  notices hereunder shall be delivered as set forth in
             -------
the  Lease,  and  shall  be  in  writing, regardless of whether or not specified
herein  to  be  "written  notice"  or  "in  writing."

     6.7     Labor  Harmony.  All  of  Tenant's  Agents  shall,  if requested by
             --------------
Landlord,  all  be  union  labor  in compliance with the master labor agreements
existing  between  trade  unions  and  the  Southern  California  Chapter of the
Associated  General  Contractors  of  America;  provided  that  Tenant  shall be
permitted  to  retain  non-union  subcontractors  and  laborers  for  painting,
millwork,  carpeting,  and other finish work in connection with the construction
of  the  Tenant  Improvements.  All  of  Tenant's  Agents  shall  conduct  their
activities  in  and  around  the  Premises, Building and Project in a harmonious
relationship  with all other subcontractors, laborers, materialmen and suppliers
at  the Building and Project, and, if necessary, Tenant shall employ union labor
to  achieve  such  harmonious  relations.


                              EXHIBIT C - Page 13
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>

                            SCHEDULE 1 TO EXHIBIT C
                            ------------------------

                             INTENTIONALLY OMITTED


                        SCHEDULE 1 TO EXHIBIT C - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                            SCHEDULE 2 TO EXHIBIT C
                            ------------------------

                                 CLOSE-OUT LIST


     Following  the  completion of the Tenant Improvements, Tenant or Contractor
shall  deliver  to  Landlord  the  following  items:
-    Building  Permit  Card  signed  by the appropriate City Inspectors, and, if
     applicable,  issuance  of  certificate of occupancy or its legal equivalent
     allowing  occupancy  of  the  Premises.
-    Punch  List  signed  by the appropriate Tenant Representative or Architect,
     indicating  that  all  punch-list  items  have  been corrected and that the
     Contract  is  fully  complete.
-    Issuance  of  the  Certificate  of  Substantial Completion by the Architect
     and/or  Engineers
-    Subcontractor  List  with  contact  names  and  telephone  numbers.
-    Finish  Schedule from the General Contractor indicating the manufacturer or
     supplier  and  specification  number  for  all  finishes  installed.
-    One  year  warranty  letters  from  the  General  Contractor  and  all
     subcontractors  (from  the  date  of  construction  completion).
-    Any  manufacturer's  warranties, equipment manuals, etc., for any equipment
     installed  (e.g.,  package  A/C  units,  etc.)
-    Unconditional  Mechanic's  Lien  Releases  from  all  of  Tenant's  Agents
-    As-Built  Drawings covering the Tenant Improvements constructed pursuant to
     this  Tenant  Work  Letter  and  any  portions  of the Base, Shell and Core
     affected  by  such  construction,  with  each  sheet stamped "AS-BUILT" and
     signed  by  the  appropriate  contractor  (one  to  be  sepia):
     -  Electrical
     -  HVAC
     -  Plumbing
     -  Fire  Sprinkler
     -  Architectural
-    List  of  "Spare  Parts" or "Attic Stock" remaining from Tenant Improvement
     construction,  if  not  previously  receipted  by  Landlord
-    Consent of sureties to release of retention and final payments, if required


                        SCHEDULE 2 TO EXHIBIT C - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                            SCHEDULE 3 TO EXHIBIT C
                            ------------------------

                               BUILDING STANDARDS


1.   Air  Conditioning
     -----------------

     A.   Building  standard  air  conditioning  system  including  zones,
          thermostats,  distribution,  and  diffusers.
     B.   Allowance  --  One  (1)  zone  per  1,000  square  feet.

2.   Partitions
     ----------

     A.   Building  standard interior partitions 2 " metal studs with a layer of
          5/8"  gypsum  board  each  side,  floor  to  ceiling.
     B.   Allowance  -  One  (1)  linear  foot  for  each  12  square  feet.
     C.   Demising  Partitions:  Same  a "A" above with insulation between studs
          and  insulquilt  blankets  from  ceiling  to  slab  above.

3.   Door  Frames
     ------------

     A.   Building  standard hollow metal frame 3'0" x 8'3 3/4" oak veneer door.

4.   Doors
     -----

     A.   Building  standard  interior  solid core doors 3'0" x 8'3 3/4" plastic
          laminated  doors.
     B.   Allowance  -  One  (1)  door  per  30  linear  feet  of  partition.
     C.   Building  standard  entry  solid core 3'0" x 8'# 3/4" oak veneer door.

5.   Hardware
     --------

     A.   Interior  Doors:
          1.   Latchset Russwin, Lustra US10B.
          2.   Butts, Sloss 4 " x 4" x 10B.
          3.   Doorstep, floor, quality x 10B.

     B.   Entry  Doors:
          1.   Lockset Russwin 5025 Lustra WS10B (left or right)
          2.   Two (2) pair butts - Sloss 4 " x 4" x 10B.
          3.   Closers Norton 7703
          4.   Doorstop - Floor, quality x 10B.

6.   Ceiling
     -------

     A.   2"  x  2"  acoustic  tile  with  exposed  grid  system.


                        SCHEDULE 3 TO EXHIBIT C - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
7.   Light  Fixtures
     ---------------

     A.   2'  x 4' recessed fluorescent light fixtures with three tubes, surface
          of  light  fixture  flush with ceiling with injection molded prismatic
          acrylic  frameless  lens.
     B.   Allowances  -  One  (1)  per  100  square  feet.

8.     Electrical  and  Telephone  Outlets
        -----------------------------------

     A.   One  wall telephone with 3/4" conduit or one electrical outlet per 100
          square  feet.

9.   Carpeting
     ---------

     A.   Walter's  "Signature  #2"  throughout,  including  padding  and
          installation.
     B.   Color  to  be  selected  from  Landlord's  standard  samples.

10.  Base
     ----

     A.   4"  black  or  brown  cover  rubber  base.
     B.   To  be  selected  from  building  standard  samples.

11.  Paint
     -----

     A.   Sinclair  -  Two  (2)  coats of flat acrylic or as necessary to cover.
     B.   To  be  selected  from  building  standard  samples.

12.  Draperies
     ---------

     A.   Fabric  -  Shall be full height 68% Verel Modacrylic, 28% Rayon and 4%
          Nylon  fabric.
     B.   Allowance  -  All  exterior  windows.

13.  Standards
     ---------

     A.   The  above name brands are to be "or equal" as determined by Landlord.

14.  Consultants
     -----------

     A.   Normal  preparation  of  space studies and working drawings for all of
          the  above.


                        SCHEDULE 3 TO EXHIBIT C - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                            SCHEDULE 4 TO EXHIBIT C
                            ------------------------

                          BUILDING CONSTRUCTION RULES

                   TENANT CONTRACTOR RULES, REGULATIONS AND

                   SUPPLEMENTARY CONDITIONS FOR CONSTRUCTION

1.   INTRODUCTION.
     -------------

     These  "Construction  Parameters"  outline  for  all  general  contractors,
     sub-contractors  and  vendors  the  basic  guidelines  for  construction
     activities  within the building at 6303 Owensmouth Avenue (the "Building").
     Any work performed in the Building, whether it is constructed or supervised
     by  the  Landlord,  the  general contractor or the Tenant directly, must be
     done  in  accordance  with  the  Construction  Parameters set forth herein.
     Violation  of these rules and regulations may be the cause for the Landlord
     to  stop  work from continuing. As used herein, the term "Contractor" shall
     mean  any  general  contractor,  subcontractor,  vendor,  employee or agent
     employed  directly  or  indirectly  by  the  Tenant,  Landlord,  or general
     contractor.  The  term  "Project  Manager"  shall  mean the agent of Tenant
     overseeing  any  particular  work  of  construction.  In  the  event of any
     inconsistency  between  the  terms  of this Schedule 4 and the terms of the
     Tenant  Work  Letter,  the  terms  of the Tenant Work Letter shall control.

2.   REQUIREMENTS  PRIOR  TO  BEGINNING  WORK.
     -----------------------------------------

     Construction work will not be permitted to commence until the lease between
     the  Landlord  and  the Tenant is fully executed, the Landlord has reviewed
     and  approved all construction documents, the Tenant has deposited with the
     Landlord  any  monies  required  to  be  deposited  under the lease and the
     Contractor  has received a written Notice to Proceed. In addition, prior to
     the commencement of any construction, the following documents must be fully
     executed  and  on  record  with  the  Landlord:

     a.  In  the event the Tenant and its Contractor enter into an agreement not
     contracted  directly  with  the  Landlord,  the  Managing Agent will post a
     Notice  of  Non-Responsibility at the site and will file it with the County
     Recorder. It is the responsibility of the Tenant to administer the contract
     in  such  a  manner  as  to  keep  the  Building  lien  free.

     b.  Copies  of  all  permits  required  by  any  governmental  agencies for
     completion  of  the  work  (see  item  4c).

     c.  An  original "stamped" set of City approved construction documents must
     be  posted  at  the  site.

     d.  Certificates  of  insurance,  together  with  a  waiver  of  Landlord's
     liability  (see  item  5k).

     e.  A  letter  for  indemnification  (see  item  7).


                        SCHEDULE 4 TO EXHIBIT C - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     f.  A  letter  from the Contractor providing a deficiencies "punch list" of
     the  existing  project  site. This punch list shall be verified by Landlord
     and include any and all items found damaged in the work space prior to work
     being  done.  The  Contractor  shall  be held responsible for repair of any
     damage  found  after  the completion of its work which is not noted on this
     listing.

     g.  A letter from the Contractor with a copy of the projected work schedule
     for  the project, a listing of contact names for each vendor/sub-contractor
     involved  with  the  work,  along  with normal business and emergency after
     hours  phone  numbers.  All  subcontractors,  laborers,  materialmen,  and
     suppliers  used  by  the  Contractor  must  be  approved  in writing by the
     Landlord. If the Landlord does not approve of any subcontractors, laborers,
     materialmen,  and  suppliers  used  by the Contractor, the Contractor shall
     submit  other proposed subcontractors, laborers, materialmen, and suppliers
     for  Landlord's  written  approval.

3.   CONTRACTOR'S  DUTIES  AND  STATUS.
     ----------------------------------

     The Contractor accepts the relationship of trust and confidence established
     between  him  and the Tenant and the Landlord. He covenants with the Tenant
     and  the  Landlord  to furnish his best skill and judgment and to cooperate
     with  the  Architect  in  furthering  the  interests  of the Tenant and the
     Landlord.  Contractor  agrees  to furnish efficient business administration
     and  to  use his best efforts to furnish at all times an adequate supply of
     workmen  and  materials, and to perform the Work in the best way and in the
     most  expeditious  and  economical manner consistent with good workmanship,
     sound  business practice and the best interests of the Tenant and Landlord.
     Except  as  expressly  authorized in the Contract Documents, the Contractor
     has no right or authority of any kind to act as the representative of or on
     behalf  of the Tenant and Landlord. Contractor is an independent contractor
     and  not  an  agent  of  the  Tenant  or  Landlord.

4.   WORKING  HOURS
     --------------

     Contractors  are  to  notify  the Managing Agent at 6301 Owensmouth Avenue,
     Suite  105  prior  to  starting any work. All jobs must be scheduled by the
     responsible  party  of  the  Contractor  or  vendor,  to  be  appointed  by
     Contractor  prior  to  project  commencement.

     a. All work is to be performed between the hours of 6:30 a.m. and 6:00 p.m.
     Monday  through  Friday, excluding holidays, Saturdays, and Sundays, unless
     prior  permission  is granted by Landlord or Landlord's designated managing
     agent ("Managing Agent"), to deviate from this work schedule. Additionally,
     some  work  processes are restricted because of disturbances to surrounding
     tenants  as  listed  below.

     b.  Whenever  Contractor will use construction methods which will result in
     prolonged  loud  noise (such as, but not limited to, tack stripping, coring
     or  jack  hammering) such activities will be limited to a time agreed to by
     the  Managing  Agent and Project Manager. These activities may by conducted
     at  hours  other  than  these  only  by  permission  of the Managing Agent.


                        SCHEDULE 4 TO EXHIBIT C - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     c.  The use of combustible glues, lacquers and paints or any odor producing
     products  on  weekdays between the hours of 6:00 a.m. and 6:00 p.m. must be
     coordinated  in advance with the Managing Agent; in occupied office spaces,
     such  use  is  limited  to  after  6:00  p.m.  or  on  weekends.

     d.  Tenant  or  Tenant's  Agents  must  receive  written  authorization
     ("PASSDOWNS")  to  enter  the  building by contacting the Managing Agent at
     818/704-0500  each  time  you  plan to do work outside of the hours of 6:00
     A.M.  and  6:00  P.M.

5.   GENERAL  CONDITION  ISSUES
     --------------------------

     a.   Supervision  and  Construction  Procedures

          The  Contractor  shall  supervise  and  direct the work using its best
     skill  and  attention.  The  Contractor shall be solely responsible for all
     construction  means,  methods, techniques, sequences and procedures and for
     coordinating  all  portions  of  the  work  under  the  contract.

     b.   Rules  and  Regulations

          The  Contractor shall issue copies of the Rules and Regulations to all
     sub-contractors  with  bid requests. In addition, a copy shall be posted at
     all  times  during  construction  at  permit  locations.

     c.   Labor  and  Materials

          Unless  otherwise  specifically  agreed  to in writing, the Contractor
     shall  provide  and  pay  for  all  labor,  materials,  equipment,  tools,
     construction  equipment  and  machinery,  water,  heat,  utilities,
     transportation,  and other facilities and services necessary for the proper
     execution  and  completion  of  the  work.

     d.   Permits,  Fees,  and  Notices

          The contractor shall secure and pay for all permits, governmental fees
     and licenses necessary for the proper execution and completion of the work,
     which  are  applicable  at  the  time  work  begins.

          The  Contractor  shall  give  all  notices  and  comply with all laws,
     ordinances,  rules,  regulations and orders of any public authority bearing
     on  the  performance  of  the  work.  The Contractor shall arrange for Life
     Safety  test  with  the  proper  governmental  authorities  prior to tenant
     move-in.

     e.   Superintendent

          The  Contractor  shall employ a competent superintendent and necessary
     assistants  who  shall  be  in  attendance  at  the project site during the
     progress  of  the  work.  The  superintendent  shall be satisfactory to the
     Landlord  and  Tenant,  and  shall  not  be  changed


                        SCHEDULE 4 TO EXHIBIT C - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     except  with  the  consent  of  the  Landlord  and  Tenant,  unless  the
     superintendent  proves to be unsatisfactory to the Contractor and ceases to
     be  in  its  employ.

     f.   Closed  Suite  Environment

          Suite  entrance  doors  are to remain closed at all times, except when
     stocking.

     g.   Protection  of  Persons  and  Property

          The  Contractor  shall  comply  with  all applicable laws, ordinances,
     rules,  regulations  and  lawful  orders  of  any  public  authority having
     jurisdiction  for the safety of persons or property or to protect them from
     damage, injury or loss. Contractor shall erect and maintain, as required by
     existing conditions and progress of the work, all reasonable safeguards for
     safety  and  protection,  including posting danger signs and other warnings
     against  hazards  and  promulgating  safety  regulations.

          The  Contractor  shall  be responsible for initiating, maintaining and
     supervising  all  safety  precautions  and  programs in connection with the
     work.

          1) The Contractor shall take all reasonable precautions for the safety
          of,  and  shall  provide  all reasonable protection to prevent damage,
          injury  or  loss  to:

               a)  all employees on the project and all other persons who may be
               affected  thereby;

               b)  all  the  work  and  all  materials  and  equipment  to  be
               incorporated  therein,  whether  in  storage  on or off the site,
               under  the  care,  custody or control of the Contractor or any of
               its  vendors,  sub-contractors,  or  sub-subcontractors;

               c)  other  property  at  the  site or adjacent thereto, including
               trees,  shrubs, lawns, walks, pavements, roadways, structures and
               utilities  not  designated for removal, relocation or replacement
               in  the  course  of  construction.

          2)  The  Contractor  shall  be  responsible  for  providing  adequate
          protection  of  existing  building services, and/or tenant furnishings
          during  construction.  Plastic  must be taped down first, from wall to
          wall,  followed  by  tempered Masonite (4 x 8-1/4 inch panel) taped to
          the  floors and adjoining areas. Protect all corners, edges and joints
          to  have  adequate  anchoring  to  provide  safe  and  "trip  free"
          transitions.  Material  to  be  extra  heavy-duty  and  installed from
          freight elevator to the suite during construction. Plywood will not be
          accepted  in  lieu of Masonite. Materials used for protection will not
          bear  signage,  graffiti,  or  advertising.


                        SCHEDULE 4 TO EXHIBIT C - Page 4
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     h.   Contractor's  Liability  Insurance

          The  Contractor  shall  purchase  and  maintain such insurance as will
     protect  the  Contractor from claims set forth below which may arise out of
     or result from the Contractor's operations under the contract, whether such
     operations  be  by  the  Contractor  or  by any sub-contractor or by anyone
     directly or indirectly employed by any of them, or by anyone for whose acts
     any  of  them  may  be  liable:

          1)  claims under workmen's compensation, disability benefits and other
          similar  employee  benefit  acts;

          2)  claims for damages because of bodily injury, occupational sickness
          or  disease,  or  death  of  its  employees;

          3)  claims  for damages because of bodily injury, sickness or disease,
          or  death  of  any  person  other  than  its  employees;

          4)  claims  for  damages  insured  by  usual personal injury liability
          coverage  which  are  sustained  (a)  by  any person as a result of an
          offense  directly  or  indirectly  related  to  the employment of such
          person  by  the  Contractor,  or  (b)  by  any  other  person;  and

          5)  claims for damages because of injury to or destruction of tangible
          property,  including  loss  of  use  resulting  therefrom.

               The  insurance  required  above  for  bodily injury liability and
          property  damage (including automobile insurance) shall be written for
          no  less  than a combined single limit of $2,000,000 or as required by
          law,  whichever  is  greater.

               Such  insurance  shall  name  Landlord,  Landlord's  lender  and
          Landlord's  designated  Managing  Agent,  as Additional Named Insured.
          Certificates  of  Insurance  acceptable to the Landlord shall be filed
          with  the  Landlord  prior  to  commencement  of  the  work.  These
          Certificates  shall  contain  a provision that coverage afforded under
          the  policies  will  not  be  canceled until at least thirty (30) days
          prior  written  notice  has  been  given  to  the  Landlord.

               Contractor  must  wave  all  rights  against Landlord, Landlord's
          lender  and  Landlord's designated Managing Agent. Managing Agent, for
          damages  caused  by  perils  required  to  be covered by the foregoing
          insurance,  and  Contractor shall require similar waivers from any and
          all  sub-contractors.

     i.   Documents  and  Samples  at  the  Site

               The  Contractor  shall  maintain at the site for the Landlord one
          record  copy  of  all Drawings, Specifications, Addenda, Change Orders
          and  other Modifications, in good order and marked currently to record
          all  changes  made  during  construction,  and approved Shop Drawings,
          Product  Data  and  Samples.


                        SCHEDULE 4 TO EXHIBIT C - Page 5
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          These  shall  be  available to the Landlord, the Architect, the Tenant
          and  Project  Manager  and  shall  be  delivered  to the Landlord upon
          completion  of  the  work.

          All original documents and plans which have received final approval by
          the  City  must  be  submitted to Landlord prior to payment of general
          contractor  retention  invoice.

     j.   Responsibility  for  Damage

               1)  Should  the Contractor wrongfully cause damage to the work or
          property  of the Landlord or the Tenant, or to other work on the site,
          the  Contractor  shall  promptly remedy such damage as directed by the
          Landlord.

               2)  Should the Contractor cause damage to the work or property of
          any  sub-contractor,  sub-subcontractor  or  separate  contractor, the
          Contractor  shall,  upon  due  notice, promptly attempt to settle such
          matter  or  otherwise  to  resolve  the  dispute.

               If  such sub-contractor, sub-subcontractor or separate contractor
          sues  the Landlord or the Tenant on account of any such damage alleged
          to  have  been  caused  by  the Contractor, the Landlord or the Tenant
          shall  notify  the Contractor who shall defend such proceedings at the
          Contractor's  expense,  and  if  any  judgment  or  award  against the
          Landlord  or  the Tenant arises therefrom, the Contractor shall pay or
          satisfy  it  and  shall  reimburse  the Landlord or the Tenant for all
          attorney's  fees  and court costs which the Landlord or the Tenant has
          incurred.

6.   CONSTRUCTION  REQUIREMENTS
     --------------------------

     a.   Demolition

          The  Contractor shall disconnect all electrical, HVAC and plumbing (if
     any)  prior  to  demolition  and provide temporary construction lighting if
     necessary. The work shall be done by licensed electrical, HVAC and plumbing
     sub-contractors.

          All  abandoned  phone  lines,  plumbing  supply  and  waste lines, air
     conditioning  duct  work,  electrical  conduits,  etc.  are  to be removed.
     Coordination with Building Engineers is required prior to the disconnection
     of  services  or  work  relating  to  Building  Systems.

     b.   Life  Safety  System

          All  Life/Safety  and  applicable  Building  Codes  will  be  strictly
     enforced.  Coordination  with  the Chief Engineer is required. Requests for
     disablement  of  the  fire  alarm system must be received 48 hours prior to
     date  required.


                        SCHEDULE 4 TO EXHIBIT C - Page 6
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          Contractor  is  to  verify with the Managing Agent the designated Life
     Safety  contractor  for the Building. The Life Safety system, electrical or
     mechanical  systems  may not be modified in any way, or made inoperative by
     Contractor  or  any  of Contractor's sub-contractors. If Contractor has any
     reason  to  interface  with  these  systems  or  if  damage  occurs  during
     construction,  contact  Managing  Agent  for  direction  immediately.

     c.   Electrical

          The  Contractor  shall  ensure  that  the  following  requirements are
     adhered  to:

               1)  Electric  panel  schedules  must  be  brought  up  to  date,
          identifying  all  new  circuits  added.

               2)  All  electrical  outlets  and  lighting  circuits  are  to be
          properly  identified.

               3)  All  electrical and phone closets being used must have panels
          replaced  and  doors  shut at the end of each work day. Any electrical
          closet  that  is  opened with the panel exposed must have a workperson
          present.

               4)  All  electricians,  telephone  personnel,  etc.  will,  upon
          completion of their respective projects, pick-up and discard all their
          trash,  and leave their work areas in broom-clean condition. If debris
          is  not removed, clean-up will be conducted by the Building janitorial
          staff  and  will  be  backcharged.

7.   INDEMNIFICATION
     ---------------

     Contractor must indemnify and agree to hold Landlord, Landlord's lender and
     Landlord's  designated Managing Agent, Managing Agent, and their respective
     agents,  officers  and  employees, harmless from all loss, cost, liability,
     damage or expense by reason of damage to the property of others or personal
     injury,  including  death, which may arise from the Contractor's operations
     in the building, whether by the Contractor or any sub-contractor, or anyone
     directly  or  indirectly  employed  by  either  of  them.

8.   RECORD  DRAWINGS
     ----------------

     The  Contractor  is required to provide Landlord or its Managing Agent with
     reproducible  "As  Built" record drawings including electrical, mechanical,
     plumbing,  and  sprinkler  drawings  and air balancing reports for all work
     permanently in place at the completion of each project. Provisions shall be
     made  in  the  Contractor's  agreement  to  allow for the creation of these
     documents.  Additionally,  copies of all City "signed off" inspection cards
     from all appropriate and required government agencies shall be submitted to
     Landlord  or  its  Managing  Agent  as  part  of  the  record  drawing set.


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<PAGE>
9.   TRADE  JURISDICTION
     -------------------

The  Contractor  shall  properly  assign the work to be performed to appropriate
personnel  so  as  to  properly  execute  the  work  in  accordance  with  local
jurisdictions.  In  the  event  of  conflict  due to jurisdictional dispute, the
Contractor  shall  take immediate and appropriate action to see that there is no
work  stoppage  due  to the conflict of jurisdiction.  Should conflict interfere
with  other  building  operations,  the  Landlord reserves the right to stop the
Contractor's  work  until  such  problems  are  resolved.

10.  HARMONIOUS  RELATIONS
     ---------------------

The Contractor and all subcontractors, laborers, materialmen and suppliers shall
conduct  their  activities in and around the Premises, Building and Project in a
harmonious relationship with all other subcontractors, laborers, materialmen and
suppliers  at  the  Building  and  Project.

11.  SALVAGEABLE  MATERIALS
     ----------------------

The  Contractor shall return to the Project Manager or Landlord all attic stock,
spare  parts and salvageable materials removed from any existing permanent work.
These  items  are to be stored by the Contractor at a location determined by the
Project Manager and/or Landlord.  Additionally, reusable carpet excess should be
rolled  and  tagged and submitted to the Project Manager or Landlord for storage
and  potential  reuse  during  remodeling  years.

12.  PROVISION  OF  TEMPORARY  UTILITIES
     -----------------------------------

     a.   Power  and  Lighting

          The  Landlord  shall  provide,  at  its  expense,  power  at  the main
     electrical  panel  on  each  floor. The Contractor shall be responsible for
     providing  at  its  expense, cable extensions and for making connections to
     the  floor  electrical panels for temporary power. Contractor shall also be
     responsible  for  supplying,  at  its  expense,  any  temporary  or special
     lighting  required  for  its  work.

     b.   Water

          Landlord shall provide water at the janitor's closet on each floor and
     at  future tenant hookup locations. The Contractor shall be responsible for
     providing,  at  its expense, hose connections and for making connections to
     the  outlets  provided.  Contractor  is  also responsible to ensure that no
     water  damage  is  done  to existing finishes and to ensure that no leakage
     occurs  onto  other  floors.

     c.   Heating,  Ventilation  and  Air  Cooling

          The  Landlord shall furnish heating, ventilation or air cooling to the
     work  space during normal construction hours. Upon request from Contractor,
     Landlord  shall  operate


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<PAGE>
     the  ventilation  system  for  the  Building  as may be reasonably required
     during  the  construction,  including  those  periods  during  and  after
     application  of  finishes,  which  services  shall  not  be  charged to the
     Contractor  during  normal  construction  hours,  but  shall be backcharged
     during  other  hours.

     d.   Telephones

          The  Landlord  has  no  obligation to provide telephone service to the
     Contractor  other  than  the  pay  phone  services  designed for public use
     located  in  the  Building.  The  Contractor shall not disturb the Managing
     Agent  or  other  tenant  offices  for  use  of  their  telephone.

     e.   Fire  Protection

          The  Contractor  shall  be  responsible  for seeing that portable fire
     extinguishers  are  provided  in  sufficient  quantity  to  satisfy  the
     requirements of the City fire inspector. Additionally, the Contractor shall
     provide  a  fire  watch  during  any  welding,  burning  or  other activity
     involving  open  flame  or  arc  flame.  Lastly,  the  Contractor  shall
     specifically  note  that  the  general  fire  protection systems within the
     Building  are  active and must remain active during tenant buildout. Before
     starting  any  sprinkler system rework, Contractor must contact Landlord or
     Managing  Agent  to  make  arrangements  for  shut down and draining of the
     individual floor systems where work is to be performed. The actual cost for
     the  floor  work  for draining and refilling the system will be paid by the
     Contractor.

13.  ELEVATORING,  HOISTING  AND  DELIVERIES
     ---------------------------------------

     a.   General  Use

          All  Contractor  materials  and workmen shall be transported using the
     service  elevator. Under no circumstances will the general elevator systems
     be  used for material or workmen movement. During the hours of 8:00 a.m. to
     6:00  p.m.,  Monday  through  Friday,  excluding  holidays,  Saturdays, and
     Sundays,  the  service elevator shall be restricted to use for the movement
     of  workmen,  tools  and  light  materials  only.  During this time period,
     stocking  of  major  materials  will  not  be  allowed.

          Use  of the service elevator will be shared with other Contractors and
     other  service  vendors  working  in  the  building.

     b.   Stocking  and  Material  Movement

          Stocking  and material movement shall be accomplished after hours only
     (before  8:00  a.m.  and after 6:00 p.m., Monday through Friday and all day
     Saturdays,  Sundays,  and  holidays). The service elevator must be reserved
     through  the Managing Agent, and reservations shall be allocated on a first
     come  first  serve  basis.  If  it  should  become  necessary to provide an
     operator  for  the  elevator, the cost of such operator will be invoiced to
     Contractor  or  Tenant.  In  addition,  should  the  Contractor reserve the
     service


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<PAGE>
elevator  and  fail  to  use  its  services,  the  Contractor  or  Tenant  shall
nevertheless  be  charged  for the elevator operator.  Should Contractor wish to
cancel  its  reservation,  it  must  do  so  24  hours  in  advance.

14.  DELIVERIES  AND  ON  SITE  STORAGE
     ----------------------------------

     a.   General

          The  Contractor  shall  deliver  materials to the job site in order to
     provide  for  the  proper  execution  of  its work in a continuous fashion.
     Contractor  shall be responsible to provide adequate protection as required
     for public property, private property, utilities and materials and shall be
     responsible  for  the  safety  of workmen in accordance with the applicable
     codes,  laws and regulations of governing agencies having jurisdiction. Any
     damages  caused  by  the  Contractor's negligence shall be corrected by the
     Contractor  in  a  manner  approved  by  the  Landlord  and/or  the  ruling
     government  agency  at  the  Contractor's  expense.

     b.   Staging

          The  Contractor  may  stockpile  material  only  in  areas approved by
     Landlord  or  the Managing Agent. If materials are stockpiled in unapproved
     areas  which create interference or obstruction with the work of others, or
     if  overloading  of  the rated capacity of the structural slab occurs, such
     materials  must  be  relocated by the Contractor at its expense. The use of
     "staging  areas" outside of the demised area of the Tenant's space shall be
     allowed only with prior approval of Landlord or Managing Agent and shall be
     restricted  to  that  zone  and  that time period authorized by Landlord or
     Managing  Agent  in  writing. These areas must be vacated and left in "like
     new"  condition  at  the  end  of  such  period.

15.  CLEANUP  AND  RUBBISH  REMOVAL
     ------------------------------

     The  Contractor  shall at all times keep the project free from accumulation
     of  waste  material  or  rubbish  caused  by  its  employees  or  its
     sub-contractors.  Cleanup  and rubbish removal shall occur on a daily basis
     to  the  satisfaction  of  the  Landlord.  Contractor  is  responsible  for
     providing  its  own means of trash disposal and shall not be allowed to use
     the  building's trash compactors, bins and/or dumpster system. The Managing
     Agent  assumes  no  responsibility for the bins. Bins must be delivered and
                     --
     maintained  in  good  condition  and  free  of  graffiti.

     All  core  elements,  including  the restrooms, elevator lobbies and public
     corridors,  shall  be kept clean at all times. When Contractor requires the
     use  of  these  areas, provisions must be made for the proper protection of
     existing  services  to  prevent  damage  or  excessive  wear.

     Final  cleaning  will  include  cleaning  of  all  window  mullions,  light
     diffusers, cleaning of cabinets and sinks, vacuuming of carpet, cleaning of
     VCT.


                        SCHEDULE 4 TO EXHIBIT C - Page 10
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                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
16.  RESTROOMS
     ---------

     The  Contractor  shall  be  allowed  to  use the restroom facilities on the
     floors  on  which it is working unless otherwise specified by Landlord. The
     Contractor  must  include  these  restroom  facilities on its punch list of
     deficiency  items as it will be charged for any damage to these areas found
     during  or  after  the  completion  of  its work. Further, Contractor shall
     maintain  these restroom facilities and protect them until such time as its
     work  is  complete.

     Absolutely no disposal of paint, drywall compound or cement will be allowed
     in  restrooms  or  janitor  sinks.

17.  PARKING
     -------

     To the extent available on-site, parking will be provided free of charge to
     the  Contractor,  employees of the Contractor, sub-contractors and vendors,
     who  shall  comply  with such parking rules and regulations as the Landlord
     may  establish.

18.  MISCELLANEOUS
     -------------

     a.  The  Contractor  shall  at all times enforce strict discipline and good
     order  among  its employees and shall not employ any unfit person or anyone
     not  skilled  in  the task assigned to the Contractor. The Contractor shall
     restrict  access  of  its  personnel  to  the  areas of its work within the
     building.  Workers  are  not  to be permitted on floors not involved in the
     work,  and  at no time shall workers be allowed on other occupied floors or
                 ---------------------------------------------------------------
     the  main  lobby  areas  of  the  buildings.
     -------------------------------------------

     b.  Radios,  tape decks or other amplified sound equipment are not allowed.

     c.  Anyone  found defacing any portion of the Project in any manner will be
     subject  to  immediate  dismissal  from  the  Project.

     d.  Use  of  Tenant  lounges  or  kitchen  areas  is  strictly  prohibited.
     Construction  personnel  are  to refrain from using building common area or
     exterior  seating  for  breaks.  Food and related lunch debris is not to be
     left  in  the  suite  under  construction.

     e.  A  shirt must be worn at all times while on the project site. Offensive
     T-shirts  or  tank  tops  are  prohibited.

     f.  Alcohol  and  drugs  are  strictly  prohibited.

19.  TELEPHONE/DATA  CABLING
     -----------------------

     The Tenant's cabling vendor is responsible for pulling the telephone and/or
     data  cable.  The Tenant's vendor must obtain a permit from the appropriate
     government authority. All cable must be plenum approved and secured per the
     City  Building  Codes.  The


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<PAGE>
     Tenant's  cabling  vendor  is  responsible  for calling for any inspections
     required  under  this  permit.

     In all plenum environments, the cable installed is to be a "fire protected"
     cable or "plenum rated" cable. In any space where the conduits are home run
     rather  than  stubbed  out into the plenum, a standard cable is acceptable.
     Standard  cable  is  also  acceptable  in  the  conduited home run from the
     Tenant's  backboard,  in  their  suite,  to  the  telephone/communications
     closet/room  in  the  core  of  the  building  on  each  floor.

     The Tenant's cabling vendor must suspend all cabling from the deck above by
     wires  independent  of all other trades. In no instance should any cable be
     tied  off  to  any  other trade including but not limited to the following:
     sprinkler  heads  or  pipe, electrical conduit or the wires used to suspend
     the conduit, HVAC ducting, or ceiling grid wires. All wiring to be held 12"
     above  ceiling and supported every 48". In no instance should cable be left
     laying  on  the  duct  work  or  on  the  ceiling  grid.

     The  Tenant's  cabling  vendor  is  responsible  for  the correction of any
     deficient  situations within 24 hours of notification that the installation
     does  not  meet  the  above  requirements.

THE  RULES  AND  REGULATIONS  WILL BE STRICTLY ENFORCED.  THE MANAGING AGENT AND
ENGINEERING  DEPARTMENT  WILL  ASSIST  TO  MAKE  YOUR  JOB  EASIER.  HOWEVER,
CONTRACTORS  WHO DO NOT OBSERVE THE RULES AND REGULATIONS WILL NOT BE ALLOWED TO
PERFORM  WORK  WITHIN  THIS  PROJECT.

ACCEPTED:


TENANT:                               CONTRACTOR:

20TH  CENTURY  INSURANCE  COMPANY     [NAME  OF  COMPANY]

---------------------------------     ---------------------------------
Bernard F. Landgraf                   Signature

Date:                                 Date:


                        SCHEDULE 4 TO EXHIBIT C - Page 12
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                             SCHEDULE 5 TO EXHIBIT C
                             -----------------------

     The  following  articles  of  personal  property  may  be  removed from the
Building by Tenant at any time during the Lease Term, regardless of whether such
articles  of  personal  property  are  characterized  under  the  Lease  as  (i)
"Landlord's  property"  in  whole  or  in  part  for tax, insurance or any other
purpose,  (ii)  "Tenant  Improvements,"  or  (iii)  "Alterations:"

                              Moveable  Partitions
                              Security Equipment (Card Key, Video Cameras, etc.)
                              Telephone,  Communication,  and  Telecommunication
                              Equipment  (including  Microwave  and  Infrared
                              Antennas)
                              Special  Air-Conditioning  Equipment
                              Chandeliers  and  Special  Light  Fixtures
                              Kitchen  Equipment  (Freezers,  Refrigerators,
                              Microwaves,  Dishwashers,  Dish  Warmers,  etc.)
                              Exercise  Equipment  and  Lockers
                              Artwork
                              Emergency  Generators
                              Raised  Flooring  Systems
                              Special  Electrical  Panels,  Power  Conditioning
                              Equipment  and  UPS  Systems
                              Office  Furniture  and  Furnishings,  including
                              Modular  Furniture  Systems, Shelving Systems, and
                              Custom  Built-Ins
                              Detachable  Custom  Millwork
                              All  Millwork  and  Built-Ins  in  the  Offices of
                              Tenant's  Chief  Executive  Officer  and President
                              Duplicating/Reproduction  Machines
                              Computers,  Terminals  and  Computer  Equipment
                              Audiovisual  Equipment
                              Vending  Machines
                              Signage  (whether  in  the Premises or the Project
                              Common  Areas)
                              Window  Coverings  (Excluding  Building  Standard
                              Coverings)
                              Appliances
                              Vaults  and  Safes
                              Mailroom  Equipment


                        SCHEDULE 5 TO EXHIBIT C - Page 1
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                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT D
                                   ----------

                               20TH CENTURY PLAZA

                           NOTICE OF LEASE TERM DATES

                             _______________, 19__


To:
     -----------------------
     -----------------------
     -----------------------
     -----------------------

Re:     Office  Lease  dated  _______________,  19__ between _______________, a
_______________  ("Landlord"),  and  _________________,  a  _______________
("Tenant")  concerning  Suite  ______  on  floor(s)  ___________  of  the office
building  located  at  _______________,  Los  Angeles,  California.

Gentlemen:

     In  accordance  with  the referenced Office Lease (the "Lease"), we wish to
advise  you  and/or  confirm  as  follows:

     1. The Lease Term shall commence on or has commenced on _______________ for
a  term  of  _______________  ending  on  _______________.

     2.  Rent  commenced  to  accrue  on  ______________,  in  the  amount  of
_______________

     3. If the Lease Commencement Date is other than the first day of the month,
the  first  billing will contain a pro rata adjustment. Each billing thereafter,
with  the  exception  of  the final billing, shall be for the full amount of the
monthly  installment  as  provided  for  in  the  Lease.

     4.  Your  rent  checks  should  be  made  payable  to  _______________  at
_______________.

     5.  The  exact  number  of  rentable  square  feet  within  the Premises is
_______________ square feet, and the number of parking passes to which Tenant is
entitled  is  _________.

     6.  Tenant's  Share  as  adjusted  based  upon the exact number of rentable
square  feet  within  the  Premises  is  __________%.


                                          "Landlord":

                                                                         ,
                                          -------------------------------
                                          a
                                           -------------------------------


                               EXHIBIT D - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                          By:
                                             -----------------------------
                                            Its:
                                                --------------------------

Agreed  to  and  Accepted  as
of  _______________,  19__



"Tenant":

-------------------------
                         ,
a
  ------------------------

By:
   -----------------------
 Its:
     ---------------------


                               EXHIBIT D - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT E
                                   ----------

                               20TH CENTURY PLAZA

                             RULES AND REGULATIONS

     Tenant  shall  faithfully  observe  and comply with the following Rules and
Regulations.  Landlord shall not be responsible to Tenant for the nonperformance
of any of said Rules and Regulations by or otherwise with respect to the acts or
omissions  of  any  other  tenants  or  occupants  of  the  Project.

     1.     Tenant  shall  not  alter any lock or install any new or additional
locks  or  bolts  on  any  doors  or  windows  of the Premises without obtaining
Landlord's  prior  written  consent,  which  shall not unreasonably be withheld.
Tenant  shall  bear  the  cost of any lock changes or repairs required by Tenant
unless  necessitated  due  to  loss of misuse of keys by Landlord or its agents.
Four (4) keys will be furnished by Landlord for the Premises, and any additional
keys  required  by Tenant must be obtained from Landlord at a reasonable cost to
be  established by Landlord.  All locks, other than those to Tenant's restricted
areas  previously  approved  by  Landlord,  must remain on Landlord's master key
system.

     2.     All  doors  opening to public corridors shall be kept closed at all
times  except  for  normal  ingress  and  egress  to  the  Premises.

     3.     Landlord  reserves  the right to close and keep locked all entrance
and exit doors of the Building during such hours as are customary for comparable
buildings  in  the  greater  Los Angeles area.  Tenant, its employees and agents
must  be sure that the doors to the Building are securely closed and locked when
leaving  the  Premises  if  it  is  after  the  normal hours of business for the
Building.  Any  tenant,  its  employees, agents or any other persons entering or
leaving  the  Building  at any time when it is so locked, or any time when it is
considered  to  be after normal business hours for the Building, may be required
to sign the Building register.  Access to the Building may be refused unless the
person  seeking  access  has  proper identification or has a previously arranged
pass  for  access to the Building.  The Landlord and its agents shall in no case
be liable for damages for any error with regard to the admission to or exclusion
from  the  Building  of  any  person.  In  case  of  invasion, mob, riot, public
excitement, or other commotion, Landlord reserves the right to prevent access to
the Building or the Project during the continuance thereof by any means it deems
appropriate  for  the  safety  and  protection  of  life  and  property.

     4.     No  bulky  furniture,  freight  or  equipment  of any kind shall be
brought into the Building without prior notice to Landlord.  All moving activity
into  or  out  of the Building shall be scheduled with Landlord and done only at
such  time and in such manner as Landlord reasonably designates.  Landlord shall
have the right to prescribe the weight, size and position of all safes and other
heavy property brought into the Building and also the times and manner of moving
the  same  in  and out of the Building.  Safes and other heavy objects shall, if
considered  necessary  by  Landlord,  stand  on supports of such thickness as is
necessary  to  properly distribute the weight.  Landlord will not be responsible
for  loss  of or damage to any such safe or property in any case.  Except to the
extent  resulting  from  the  negligence  or willful misconduct of Landlord, any
damage


                               EXHIBIT E - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
to  any  part  of the Building, its contents, occupants or visitors by moving or
maintaining any such safe or other property shall be the sole responsibility and
expense  of  Tenant.

     5.     No  furniture,  packages,  supplies,  equipment or merchandise  will
be  received  in  the Building or carried up or down in the elevators (except as
reasonably  established  by Landlord and provided that Landlord's standard shall
be  consistent  with  those  standards  established  by  landlords of Comparable
Buildings),  except  between  such  hours, in such specific elevator and by such
personnel  as  shall  be  designated  by  Landlord.

     6.     The  requirements  of  Tenant  will  be  attended  to  only  upon
application  at the management office for the Project or at such office location
designated  by Landlord.  Employees of Landlord shall not perform any work or do
anything  outside  their  regular  duties unless under special instructions from
Landlord.

     7.     Tenant  shall  not disturb, solicit, or canvass any occupant of the
Project  and shall cooperate with Landlord and its agents of Landlord to prevent
same.

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

     9.     Tenant  shall  not  overload  the  floors  of  the  Premises.

     10.     Except  for vending machines intended for the sole use of Tenant's
employees  and  invitees,  no  vending machine or machines other than fractional
horsepower  office  machines shall be installed, maintained or operated upon the
Premises  without  the  written  consent  of  Landlord.

     11.     Tenant  shall not use or keep in or on the Premises, the Building,
or  the Project any kerosene, gasoline or other inflammable or combustible fluid
or  material,  except  as  provided  in  SECTION  19.25.2  of  the  Lease.
                                         ----------------

     12.     Tenant shall not without the prior written consent of Landlord use
any method of heating or air conditioning other than that supplied by Landlord.

     13.     Tenant  shall  not  permit or allow the Premises to be occupied or
used  in  a  manner  offensive  or  reasonably  determined  by  Landlord  to  be
objectionable  to Landlord or other occupants of the Project by reason of noise,
odors, or vibrations, or interfere in any way with other tenants or those having
business  therein.

     14.     Tenant  shall  not  bring  into  or  keep  within the Project, the
Building  or the Premises any bicycles or other vehicles, nor bring into or keep
within  the  Project  any  animals  (except seeing eye dogs accompanied by their
masters),  birds  or fish except as provided in ARTICLE 18 of the Office Lease.
                                                ----------


                               EXHIBIT E - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     15.     No  cooking  shall be done or permitted on the Premises, nor shall
the  Premises  be  used  for  the storage of merchandise, for lodging or for any
improper,  objectionable  or  immoral  purposes.  Notwithstanding the foregoing,
Underwriters'  Laboratory-approved  equipment and microwave ovens may be used in
the Premises for heating food and brewing coffee, tea, hot chocolate and similar
beverages  for  employees  and visitors, provided that such use is in accordance
with  all  applicable federal, state and city laws, codes, ordinances, rules and
regulations.

     16.     Landlord  will approve where and how telephone and telegraph wires
are  to  be introduced to the Premises.  No boring or cutting for wires shall be
allowed  without  the  consent  of  Landlord.  All  such  wires,  borings and/or
cuttings  in  connection  with  the  construction and installation of the Tenant
Improvements  and  as  shown  on  the Approved Working Drawings (as such term is
defined  in  the  Tenant  Work  Letter)  are  hereby  consented to by Landlord.

     17.     Landlord  reserves  the right to exclude or expel from the Project
any  person  who,  in  the  judgment  of  Landlord,  is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in violation
of  any  of  these  Rules  and  Regulations.

     18.     Tenant,  its  employees  and  agents shall not loiter in or on the
entrances,  corridors,  sidewalks,  lobbies, halls, stairways, elevators, or any
Common  Areas  for  the  purpose  of  smoking  tobacco products or for any other
purpose,  nor in any way obstruct such areas, and shall use them only as a means
of  ingress  and  egress  for  the  Premises.

     19.     Tenant  shall not waste electricity, water or air conditioning and
agrees  to  cooperate fully with Landlord to ensure the most effective operation
of  the  Building's  heating  and  air  conditioning  system.

     20.     No  material  shall be placed in the trash boxes or receptacles if
such  material  is of such nature that it may not be disposed of in the ordinary
and  customary manner of removing and disposing of trash and garbage in Woodland
Hills,  California  without  violation  of  any  law or ordinance governing such
disposal.  All  trash,  garbage  and  refuse disposal shall be made only through
entry-ways  and  elevators  provided for such purposes at such times as Landlord
shall  designate.

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

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

     23.     No  awnings  or  other projection shall be attached to the outside
walls  of  the Building without the prior written consent of Landlord, not to be
unreasonably  withheld.  No  non-Building  standard  curtains, blinds, shades or
screens which may be visible from the exterior of the Premises shall be attached
to  or  hung  in, or used in connection with, any window or door of the Premises
without  the prior written consent of Landlord.  All electrical ceiling fixtures
hung  in  offices  or


                               EXHIBIT E - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
spaces  along  the  perimeter of the Building must be of a quality, type, design
and  bulb  color  reasonably  approved  by  Landlord.

      24.     The  sashes,  sash  doors,  skylights,  windows,  and  doors  that
reflect  or  admit  light  and  air  into the halls, passageways or other public
places  in  the Building shall not be covered or obstructed by Tenant, nor shall
any  bottles,  parcels  or  other  articles  be  placed  on  the  windowsills.

     25.     Tenant  shall comply with any non-smoking ordinance adopted by the
City  of  Los  Angeles  or  any  other  applicable  governmental  authority.

     Landlord reserves the right at any time to reasonably change or rescind any
one  or  more  of these Rules and Regulations, or to make such other and further
reasonable Rules and Regulations as in Landlord's judgment may from time to time
be  reasonably necessary for the management, safety, care and cleanliness of the
Premises,  Building,  the Common Areas and the Project, and for the preservation
of  good  order  therein,  as well as for the convenience of other occupants and
tenants therein; provided, however, that no such change, rescission, addition or
amendment  shall prevent Tenant's use of the Premises in accordance with SECTION
                                                                         -------
5.1 of the Lease.  Landlord shall not be obligated to enforce any of these Rules
---
and  Regulations  against  any  tenant; however, Landlord shall not discriminate
against Tenant in the enforcement of these Rules and Regulations (as compared to
other tenants of the Building).  Tenant shall be deemed to have read these Rules
and  Regulations  and  to  have  agreed  to  abide by them as a condition of its
occupancy  of  the  Premises.


                               EXHIBIT E - Page 4
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT F
                                   ----------

                               20TH CENTURY PLAZA

                              ESTOPPEL CERTIFICATE

     The  undersigned  as  Tenant  under that certain Office Lease (the "Lease")
made  and  entered  into  as  of  _______________,  199__  by  and  between
_______________  as Landlord, and the undersigned as Tenant, for Premises on the
_______________  floor(s) of the office building located at _______________, Los
Angeles,  California  _______________,  certifies  as  follows:

     Attached  hereto  as  EXHIBIT A is a true and correct copy of the Lease and
                           ---------
all  amendments and modifications thereto.  The documents contained in EXHIBIT A
                                                                       ---------
represent  the  entire  agreement  between  the  parties  as  to  the Premises.

     The undersigned currently occupies the Premises described in the Lease, the
Lease  Term  commenced  on  _______________,  and  the  Lease  Term  expires  on
_______________,  and  the  undersigned has no option to terminate or cancel the
Lease  or  to  purchase all or any part of the Premises, the Building and/or the
Project.

     Base  Rent  became  payable  on  _______________.

     The  Lease  is  in  full  force  and  effect  and  has  not  been modified,
supplemented  or  amended  in  any  way  except  as  provided  in  EXHIBIT  A.
                                                                   ----------

     Tenant has not transferred, assigned, or sublet any portion of the Premises
nor  entered  into  any  license  or  concession agreements with respect thereto
except  as  follows:

     All  monthly installments of Base Rent, all Additional Rent and all monthly
installments  of estimated Additional Rent have been paid when due through . The
current  monthly  installment  of  Base  Rent  is  $_______________.

     All  conditions  of  the Lease to be performed by Landlord necessary to the
enforceability  of  the Lease have been satisfied and Landlord is not in default
thereunder.  In  addition,  the  undersigned  has  not  delivered  any notice to
Landlord  regarding  a  default  by  Landlord  thereunder.

     No  rental  has  been  paid  more  than  thirty (30) days in advance and no
security  has  been  deposited  with  Landlord except as provided in the Lease.

     As  of  the  date hereof, there are no existing defenses or offsets, to the
undersigned's  knowledge,  claims or any basis for a claim, that the undersigned
has  against  Landlord.

     Tenant  hereby  represents  and  warrants  that Tenant is a duly formed and
existing  entity qualified to do business in California and that Tenant has full
right  and  authority  to execute and deliver this Estoppel Certificate and that
each  person  signing  on  behalf  of  Tenant  is  authorized  to  do  so.


                               EXHIBIT F - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     There  are  no actions pending against the undersigned under the bankruptcy
or  similar  laws  of  the  United  States  or  any  state.

     Other  than  in  compliance  with all applicable laws and incidental to the
ordinary  course  of  the  use  of the Premises, the undersigned has not used or
stored  any  hazardous  substances  in  the  Premises.

     To the undersigned's knowledge, all tenant improvement work to be performed
by  Landlord under the Lease has been completed in accordance with the Lease and
has  been  accepted by the undersigned and all reimbursements and allowances due
to  the  undersigned  under  the Lease in connection with any tenant improvement
work  have  been  paid  in  full.

     The  undersigned  acknowledges  that  this  Estoppel  Certificate  may  be
delivered  to  Landlord  or to a prospective mortgagee or prospective purchaser,
and  acknowledges  that said prospective mortgagee or prospective purchaser will
be  relying upon the statements contained herein in making the loan or acquiring
the  property  of  which  the Premises are a part and that receipt by it of this
certificate  is  a  condition  of  making such loan or acquiring such property.

     Executed  at  _______________  on  the  ___  day  of _______________, 19__

                                          "Tenant":

                                                                         ,
                                          -------------------------------
                                          a
                                           -------------------------------

                                          By:
                                             -----------------------------
                                            Its:
                                                --------------------------

                                          By:
                                             -----------------------------
                                            Its:
                                                --------------------------


                               EXHIBIT F - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
[ATTACH LEASE AND AMENDMENTS TO THIS CERTIFICATE]


                               EXHIBIT F - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT G
                                   ----------

                               20TH CENTURY PLAZA

                             BASEMENT STORAGE AREA


                               EXHIBIT G - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT H
                                   ----------

                               20TH CENTURY PLAZA

                             INTENTIONALLY OMITTED
                             ---------------------


                               EXHIBIT H - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT I
                                   ----------

                               20TH CENTURY PLAZA

                           JANITORIAL SPECIFICATIONS

                                [TO BE PROVIDED]


                               EXHIBIT I - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT J
                                   ----------

                               20TH CENTURY PLAZA

             SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT


                                [TO BE PROVIDED]


                               EXHIBIT J - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>

                                   EXHIBIT K
                                   ----------

                               20TH CENTURY PLAZA

                             INTENTIONALLY OMITTED
                             ---------------------


                               EXHIBIT K - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT L
                                   ----------

                               20TH CENTURY PLAZA

                             INTENTIONALLY OMITTED
                             ---------------------


                               EXHIBIT M - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT M
                                   ----------

                               20TH CENTURY PLAZA

                              SHORT FORM OF LEASE

RECORDING  REQUESTED  BY
AND  WHEN  RECORDED  MAIL  TO:
ALLEN,  MATKINS,  LECK,  GAMBLE
&  MALLORY  LLP
1999  Avenue  Of  The  Stars,  Suite  1800
Los  Angeles,  California  90067-6050
Attention  Anton  N.  Natsis,  Esq.

================================================================================
                                                (Space Above For Recorder's Use)

                               SHORT FORM OF LEASE

     THIS  SHORT  FORM  OF LEASE is entered into as of the ________ day of ____,
1997,  by  and  between  TISHMAN  WARNER  CENTER  LIMITED  PARTNERSHIP,  LLC,  a
California  limited liability company ("Landlord"), and 20TH CENTURY INDUSTRIES,
a  California  corporation  ("Tenant"),  who  agree  as  follows.

     1.     TERMS  AND  PREMISES.  Landlord  leases to Tenant, and Tenant leases
            --------------------
from  Landlord,  certain  premises (the "Premises") to be located at the address
6301  Owensmouth  Avenue on the real property (the "Property") legally described
on  EXHIBIT  A  attached hereto and incorporated herein by this reference in and
    ----------
for  the  term  and  on  the provisions of that certain Office Lease between the
parties  hereto,  dated of even date (the "Lease").  The provisions of the Lease
are  incorporated  herein.  The parties hereby state that the term of the Lease,
including any extension options contained therein, is less than thirty-five (35)
years.

     2.     PROVISIONS  BINDING  ON  PARTIES.  The provisions of the Lease to be
            --------------------------------
performed  by Landlord or Tenant, whether affirmative or negative in nature, are
intended  to  and shall bind or benefit the respective parties and their assigns
or  successors,  as  applicable,  at  all  times.

     3.     PURPOSE  OF  LEASE.  This Short Form of Lease is prepared solely for
            ------------------
purposes  of  recordation,  and in no way modifies the provisions of the Lease.


                               EXHIBIT L - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                          "Landlord"

                                          TISHMAN WARNER CENTER VENTURE, LLC,
                                          a California limited liability company

                                          By:   TIW INVESTMENT CORPORATION,
                                                a corporation, Manager

                                                By:
                                                   -----------------------------
                                                        Alan D. Levy
                                                        Chief Executive Officer

                                          "Tenant":

                                          20TH  CENTURY  INDUSTRIES,
                                          a  California  corporation

                                          By:
                                              ----------------------------------
                                                   William L. Mellick,
                                                   President and Chief
                                                   Executive Officer

                                          By:
                                              ---------------------------------
                                                   William G. Crain,
                                                   Vice President


                               EXHIBIT M - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
STATE  OF __________________ )
                             )  ss.
COUNTY  OF _________________ )

On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.
WITNESS  my  hand  and  official  seal.
                  ____________________________________________
                      Notary Public in and for said State



STATE  OF __________________ )
                             )  ss.
COUNTY  OF _________________ )

On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.
WITNESS  my  hand  and  official  seal.
                  ____________________________________________
                      Notary Public in and for said State


                               EXHIBIT M - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                             EXHIBIT A TO EXHIBIT M
                             ----------------------

                        LEGAL DESCRIPTION OF THE PROPERTY


                         EXHIBIT A TO EXHIBIT M - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT N
                                   ----------

                               20TH CENTURY PLAZA

                              TERMINATION OF LEASE

RECORDING  REQUESTED  BY
AND  WHEN  RECORDED  MAIL  TO:
ALLEN,  MATKINS,  LECK,  GAMBLE
&  MALLORY  LLP
1999  Avenue  Of  The  Stars,  Suite  1800
Los  Angeles,  California  90067-6050
Attention  Anton  N.  Natsis,  Esq.

================================================================================
                                                (Space Above For Recorder's Use)

                              TERMINATION OF LEASE

     This  Termination  Of Lease is entered into as of the _____ day of _____ by
and  between  ___________________________________,  a  California  limited
partnership  ("Landlord"), and 20TH CENTURY INDUSTRIES, a California corporation
("Tenant"),  who  agree  as  follows.

     1.     Term  and  Premises.  Landlord  has leased to Tenant, and Tenant has
leased  from  Landlord,  certain  premises  (the "Premises") located on the real
property  (the  "Property")  legally  described on EXHIBIT A attached hereto and
                                                   ---------
incorporated  herein by this reference in and for the term and on the provisions
of  that  certain Office Lease between the Parties hereto, dated _________, 1997
(the  "Lease").

     2.     Termination  of  Lease.  The  Lease  terminated  as  of ________, in
accordance  with its terms.  The parties hereto acknowledge that the Lease is of
no  further  force  and effect, and Tenant hereby relinquishes all of its right,
title,  and  interest as tenant in and to the Premises.  That certain Short Form
of Lease by and between Landlord and Tenant dated as of _____________, 1997, and
recorded  on  ___________,  1997  in the Official Records of Los Angeles County,
California,  as  Instrument No.  _______ is hereby terminated and shall be of no
further  force  or  effect.

     3.     Provisions Binding on Parties. This Termination of Lease shall inure
to  the  benefit of and be binding upon the parties hereto, their successors and
assigns.


                               EXHIBIT N - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     4.     Purpose  of  Termination  of  Lease.  This  Termination  of Lease is
prepared  solely  for  purposes  of  recordation,  and  in  no  way modifies any
agreements  between  the  parties  hereto  with  respect  to  their  rights  and
obligations  upon  the  termination  of  the  Lease.

                                          "Landlord"


                                                                         ,
                                          -------------------------------
                                          a
                                           -------------------------------

                                          By:
                                             -----------------------------
                                            Its:
                                                --------------------------


                                          "Tenant":

                                          20TH CENTURY INDUSTRIES,
                                          a California corporation

                                          By:
                                             -----------------------------
                                            Its:
                                                --------------------------

                                          By:
                                             -----------------------------
                                            Its:
                                                --------------------------


                               EXHIBIT N - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
STATE  OF __________________ )
                             )  ss.
COUNTY  OF _________________ )

On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.
WITNESS  my  hand  and  official  seal.
                  ____________________________________________
                      Notary Public in and for said State


STATE  OF __________________ )
                             )  ss.
COUNTY  OF _________________ )

On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.
WITNESS  my  hand  and  official  seal.
                  ____________________________________________
                      Notary Public in and for said State


                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                             EXHIBIT A TO EXHIBIT N
                             ----------------------

                          LEGAL DESCRIPTION OF PROPERTY


                          EXHIBIT A TO EXHIBIT N - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT O
                                   ----------

                               20TH CENTURY PLAZA

                             INTENTIONALLY OMITTED


                               EXHIBIT O - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT P
                                   ----------

                                 FORM OF CC&R'S


RECORDING  REQUESTED  BY  AND
WHEN  RECORDED  MAIL  TO:
Allen,  Matkins,  Leck,  Gamble  &  Mallory
1999  Avenue  of  the  Stars,  Suite  1800
Los  Angeles,  California  90067
Attn:  Anton  N.  Natsis,  Esq.


                      DECLARATION OF LEASEHOLD COVENANTS,
                          CONDITIONS AND RESTRICTIONS
                                      FOR
                               20TH CENTURY PLAZA


                              EXHIBIT P - Page - 1-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                      DECLARATION OF LEASEHOLD COVENANTS,
                          CONDITIONS AND RESTRICTIONS
                                      FOR
                               20TH CENTURY PLAZA

          THIS  DECLARATION  OF LEASEHOLD COVENANTS, CONDITIONS AND RESTRICTIONS
("Declaration")  is made this ___ day of October, 1997, by TISHMAN WARNER CENTER
VENTURE,  LLC,  a  California  limited  liability  company  ("Declarant").

     NOTE THAT THIS DECLARATION ENCUMBERS ONLY DECLARANT'S LEASEHOLD INTEREST AS
GROUND  LESSEE  UNDER  THE GROUND LEASE, AND NOT ANY FEE INTEREST HELD BY GROUND
LESSOR.

                               R E C I T A L S :
                               -----------------

     A.     As of the date hereof, Declarant, as ground lessee, leases from West
Valley  Partnership,  a  California  limited  partnership,  as  ground  lessor
(collectively,  "Ground  Lessor"),  pursuant to the terms of that certain Ground
Lease  dated August 24, 1979, as amended (the "Ground Lease"), that certain real
property  located  in  the  City of Los Angeles, County of Los Angeles, State of
California,  commonly  known  as  20th  Century  Plaza,  and  more  particularly
described  in Exhibit "A" attached hereto and made a part hereof. Any terms used
              -----------
in  these  Recitals, but not otherwise defined in these Recitals, shall have the
meanings  as  set  forth  in  this  Declaration.

     B.     As  of  the  date  hereof,  the  "Project" consists of the "Existing
Building" located at 6301 Owensmouth Avenue, Los Angeles, California, land which
is  improved  with a surface area "Existing Parking Area," landscaping and other
improvements,  and  development  sites  for  the  "Additional  Building" and the
"Parking  Structure,"  respectively.

     C.     Declarant  intends to develop the Project further by construction of
the  "Additional  Building"  and  the "Parking Structure," and by development of
additional  improvements  to  the  "Common  Areas."

     D.     The  site plan attached hereto as Exhibit "B" and made a part hereof
                                              -----------
(the  "Site Plan") sets forth approximately the proposed location of the current
and  planned  improvements  to  the  Project, including, without limitation, the
Buildings and the parking areas, as well as the intended boundaries of the three
(3)  separate  "Parcels"  of  the  Project.

     E.     Declarant wishes to subject the Project, in accordance with a common
plan,  to  certain  covenants,  conditions  and  restrictions for the benefit of
Declarant  and  any  and  all future owners of the Project or of a Parcel in the
Project.  The purpose of the Declaration is to ensure proper development and use
of  the  Project,  to  protect  the owner of each Parcel against any improper or
uncomplimentary  development  and  use  of  surrounding  Parcels  which  might
depreciate  the  value  of  said  Parcel,  to  provide for a Common Area and the
maintenance  and  preservation  thereof,  to  provide  for the establishment and
maintenance  of  common  services  and


                              EXHIBIT P - Page - 2-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
amenities  for  the Project, to prevent haphazard and inharmonious improvements,
to  enhance  and  protect  the value, desirability and attractiveness of all the
Project,  and  in  general  to provide adequately for a high type and quality of
improvement  of  the  Project  in accordance with a uniform plan of development.

     F.     Upon  the  recordation  of this Declaration, all the Parcels will be
held,  conveyed,  hypothecated, encumbered, leased, used, occupied and improved,
subject  to  the  following covenants, conditions and restrictions, all of which
are  declared and agreed to be equitable servitudes in furtherance of a plan for
Parcel  subdivision,  improvement, and sale, and are established and agreed upon
for  the  purpose  of  enhancing  and  protecting  the  value,  desirability and
attractiveness  of  the  Project. All the covenants, conditions and restrictions
shall  run with all of the Parcels, and shall be binding upon, and shall benefit
the  Declarant  and  each  "Owner"  and  their  respective heirs, successors and
assigns.  All of the covenants, conditions and restrictions described herein are
made  for  the  direct,  mutual  and reciprocal benefit of each Parcel and shall
create  reciprocal  rights  and  obligations  and privity of contract and estate
between  the Owners and their heirs, successors and assigns. With respect to the
rights, duties and obligations between Declarant and "Occupants" under leases of
all  or  any  portion of any Parcels, and, in the event that the fee interest or
lease  interest  in  one  or  more  Parcels are conveyed by Declarant to another
Person  (such  Person  thereby  becoming  an  "Owner"), then with respect to the
rights,  duties  and obligations between such other Owner(s) on the one hand and
Occupants  under leases on the other hand, Declarant intends that the provisions
of  this  Declaration  are  made  pursuant  to  Sections  1469  and  1470 of the
California  Civil  Code. In the event that the fee interest or lease interest in
one  or  more  Parcels  are conveyed by Declarant to another Person (such Person
thereby  becoming  an  "Owner"),  then  with  respect  to the rights, duties and
obligations  among such other Owner(s) and Declarant, or, in the event Declarant
has  conveyed  all  of  the Parcels, then with respect to the rights, duties and
obligations  among  the  Owners  of  said  Parcels,  Declarant  intends that the
provisions  of  this  Declaration will be restrictive covenants made pursuant to
Section  1468  of  the  California  Civil  Code.

                               A G R E E M E N T:
                               - - - - - - - - -

                                    ARTICLE I

                                  DEFINITIONS

     The  terms  defined  in  this  Article  I  shall,  for all purposes of this
Declaration,  have  the meanings herein specified (and any capitalized terms set
forth  in  the  following  definitions  shall have the meaning set forth in this
Declaration).

     1.1     "Additional  Building"  shall  mean  and  refer  to  that  certain
              ---------------------
Building  to  be  constructed  by Declarant on Parcel 2 as set forth on the Site
Plan  and  located at 6303 Owensmouth Avenue, Woodland Hills, California 91367.


                              EXHIBIT P - Page - 3-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     1.2     "Agent" shall mean and refer to any Person acting on the behalf of,
             -------
and  with  authority  from,  the  Declarant.

     1.3     "Arbitration  Notice"  shall  mean and refer to the notice one
             ---------------------
Owner provides to another in the event it elects to arbitrate a dispute pursuant
to  Article  13  below.

     1.4     "Building"  shall  mean  and  refer  to  any  occupiable  structure
             ----------
constructed  on  any  Parcel.

     1.5     "Project"  shall  mean and refer to that certain property described
             ---------
on  Exhibit  "A"  attached  hereto  which  is  more commonly referred to as 20th
    ------------
Century  Plaza  and  is  also  shown  on  the  Site  Plan.

     1.6     "City"  shall mean and refer to the City of Los Angeles, located in
             ------
the  State  of  California.

     1.7     "Claim"  shall mean and refer to all loss, cost, damage, liability,
             -------
claims,  costs and expenses, including without limitation, reasonable attorneys'
fees,  further  described  in  Section  3.

     1.8     "Common  Area"  shall  mean  and  refer  to  all  real and personal
             --------------
property  owned  or leased by Declarant and designated by Declarant from time to
time  in  Declarant's  sole  discretion  for the common use and enjoyment of the
Owners, including, as of the date hereof, all structures and construction of any
kind  upon  the  real  property  depicted  as Parcel 3 on the Site Plan (whether
permanent or temporary, and whether above or below the land surface), including,
without  limitation,  buildings, improvements, water and electrical lines, paved
areas,  pathways,  fences, walls, plantings, planted trees or shrubs, irrigation
and  drainage  pipes  and  fixtures,  lighting  fixtures,  monuments  and signs.
Notwithstanding  the  foregoing,  Declarant,  at its option, may (i) develop the
Project  further  by  construction  from  time to time of one or more additional
Buildings  upon  the  Common Area, and (ii) create from time to time one or more
additional  Parcels.

      1.9     "Common  Expenses"  shall  mean  and  refer to all expenses, costs
              ------------------
and amounts, of every kind and nature which are incurred by Declarant during any
Fiscal  Year  because  of  or  in  connection  with  the  ownership, management,
maintenance,  repair, replacement restoration or operation of the Common Area or
any portion thereof.  Without limiting the generality foregoing, Common Expenses
shall  specifically  include  any  and  all  of  the  following:

          1.9.1     The  cost  of maintenance, management, operation, repair and
replacement of the Common Area, including, but not limited to, the cost of parts
and  supplies, utilities, landscaping, cleaning, pest control, and hiring of any
outside  contractor  services;

          1.9.2     The cost of repair, improvement, restoration and maintenance
of  the  Parking  Areas, including, but not limited to, resurfacing, repainting,
restriping  and  cleaning;

          1.9.3     The  cost  of  management  and  administration of the Common
Area, including, but not limited to, compensation paid by Declarant to managers,
accountants,  outside  auditors, attorneys, consultants and employees, including
employer's  Social  Security  taxes,


                              EXHIBIT P - Page - 4-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
unemployment taxes or insurance, and any other taxes which may be levied on such
compensation.;

          1.9.4     The  cost  of  casualty,  liability,  workers' compensation,
fidelity  and  directors'  and  officers'  liability  insurance  and  any  other
insurance  obtained  by Declarant in accordance with the terms and conditions of
this  Declaration;

          1.9.5     Reasonable  reserves  as  provided  herein  and  as  deemed
appropriate  by  Declarant;

          1.9.6     The  cost  of  bonding  of any professional managing agent;

          1.9.7     All  federal,  state,  county  or  local  governmental  or
municipal  taxes,  fees,  charges or other impositions of every kind and nature,
whether  general,  special,  ordinary  or  extraordinary  (including,  without
limitation,  real  estate taxes, general and special assessments, transit taxes,
personal  property  taxes  imposed  upon  the  fixtures,  machinery,  equipment,
apparatus,  systems  and  equipment, appurtenances, furniture and other personal
property used in connection with the Common Area, or any portion thereof), which
shall  be  paid  during  any Fiscal Year (without regard to any different Fiscal
Year  use  by  such  governmental  or  municipal  authority)  because  of  or in
connection  with  the  Common  Area  or  any  portion  thereof;

          1.9.8     Amounts  paid  by  Declarant  for  discharging  a  lien  or
encumbrance  levied  against  the  Common  Area  or  any  portion  thereof;

          1.9.9     The  cost of licenses, certificates, permits and inspections
and  the  cost  of  contesting the validity or applicability of any governmental
enactments  which  may  affect  Common  Expenses;

          1.9.10  Amounts  paid  for  developing,  coordinating, monitoring, and
enforcing any transportation demand management programs as may be implemented by
Declarant  from  time  to  time  with  respect  to  the  Project;

          1.9.11  Costs  incurred  in  contracting  with  an  outside  agency or
organization  for  the  provision  of a security force to patrol and protect the
Common Area and such other portions of the Project as Declarant may, in its sole
discretion,  designate;

          1.9.12  An  administrative  fee  payable  to Declarant or its agent to
manage  and  conduct the business of the Project, which administrative fee shall
not  exceed  fifteen  percent  (15%)  of  Common  Expenses  in  any Fiscal Year;

          1.9.13     Payments  under  any  equipment  rental  agreements;

          1.9.14     Amortization  (including  interest on the unamortized cost)
of  the cost of acquiring or the rental expense of personal property used in the
maintenance,  operation  and repair of the Common Area, or any portion thereof;


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                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          1.9.15     Payments,  fees  or  charges  under  any easement, license,
operating  agreement,  declaration,  covenants,  conditions  or  restrictions or
instrument  pertaining  to  the  sharing of costs by the Project, or any portion
thereof,  including  this  Declaration  and  payments  under  the Ground Lease;

          1.9.16     The  cost  of  janitorial  services,  alarm  and  security
service,  (window cleaning,) trash removal, maintenance and replacement of curbs
and  walkways,  incurred  by  Declarant  in  connection  with  the Common Area;

          1.9.17     The  cost  of  capital  improvements,  or  repairs  to  the
Project,  or  other  costs  incurred  in  connection  with the Project which are
intended  as a labor-saving device or to effect other economies in the operation
or  maintenance  of  the  Project, or any portion thereof, to the extent of cost
savings  reasonably  anticipated  by  Declarant,  or made to the Project, or any
portion thereof, that are required under any governmental law or regulation that
was  not a requirement for the Project on the date this Declaration was executed
and  recorded;  provided,  however, that each such permitted capital expenditure
shall  be  amortized  (including interest on the unamortized cost at Declarant's
actual  cost  of  funds)  over  its  useful  life  as  reasonably  determined by
Declarant;

          1.9.18     Costs, fees, charges or assessments imposed by any federal,
state  or  local  government  for  fire  and  police  protection, trash removal,
community  services,  or  other  services  which  do  not  constitute  taxes;

          1.9.19     The cost of construction, repairs, improvement, restoration
and maintenance of that certain road as set forth in that certain Declaration of
Easement  and  Maintenance  Agreement dated August 24, 1979, by and between West
Valley  Partnership, a California limited partnership, and Tishman Warner Center
Venture, a California general partnership, predecessor-in-interest to Declarant,
and  recorded  on  August  24, 1979, as Instrument No. 79-942217 in the Official
Records  of Los Angeles, County, California (the "West Valley Declaration"); and

          1.9.20     Other  expenses  incurred  (i)  by Declarant for any reason
whatsoever in connection with the Project, the Common Area or in connection with
any  other item or items designated by the Controlling Documents, or (ii) in the
discharge  of  any  duties  or  powers  of  Declarant  under  this  Declaration.

     1.10     "Controlling  Documents"  shall  mean  and  refer  to  this
              ------------------------
Declaration,  the  Rules,  the  Maintenance  Standards  and  any other documents
controlling  or  governing  the  use  of  the Parcels or the Common Area, or the
maintenance and repair of the Parcels and as from time to time amended, modified
or supplemented.  Each Owner and each Occupant shall fully and faithfully comply
with  and  conform  to  the  Controlling  Documents.

     1.11     "Declarant" shall mean and refer to Tishman Warner Center Venture,
              -----------
LLC,  a  California limited liability company, and its successors and assigns in
its  sole  and  absolute  discretion, so long as Declarant owns or leases one or
more  Parcels.  In  the  event that Declarant ceases to own or lease one or more
Parcels  and  has  failed  to  name  an  Owner  as  its  successor  or


                              EXHIBIT P - Page - 6-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
assign,  then  "Declarant"  shall  mean  and  refer  to  the Owner designated as
Declarant  by  the  vote  or written consent of Owners who own a majority of the
Parcel  Area.  Any  Owner  succeeding  to  Tishman Warner Center Venture, LLC as
Declarant  hereunder  shall  promptly  substitute  its  name for that of Tishman
Warner  Center  Venture,  LLC  as  Declarant  under  this  Agreement  and  shall
relinquish  any  and  all  right  to  the  Tishman  name.

     1.12     "Declaration"  shall  mean  and  refer  to  this  Declaration  of
              -------------
Covenants,  Conditions  and  Restrictions for the Project as it may from time to
time  be  amended, modified or supplemented.  Such amendments, modifications and
supplements  are  hereby  incorporated  herein  and  made  a  part  hereof.

     1.13     "Entitlements"  shall  mean and refer to all governmental, special
              --------------
district  and  public  utility  approvals,  decisions,  resolutions, ordinances,
permits, agreements, conditions, requirements, exactions, entitlements, reports,
maps, plans and orders, at any time adopted, amended or supplemented, governing,
affecting  or  relating  to  the  organization,  zoning,  use,  development,
improvement,  operation  or  ownership  of  the Project, or any portion thereof.
Declarant and each other Owner and Occupant shall comply with and conform to the
Entitlements.

     1.14     "Existing  Building" shall mean and refer to that certain Building
              --------------------
existing  as  of  the  date  of this Declaration, constructed on Parcel 1 as set
forth  on  the  Site  Plan,  and located at 6301 Owensmouth Avenue, Los Angeles,
California.

     1.15     "Existing  Parking  Area"  shall  mean  and  refer to that certain
              -------------------------
surface  parking  area  existing  as of the date of this Declaration, located on
Parcel  3  adjacent  to  Parcel  1  as  set  forth  on  the  Site  Plan.

     1.16     "Fiscal  Year"  shall  mean  and  refer  to  the  fiscal  year  of
              --------------
Declarant,  which shall be the calendar year; provided, however, that the Fiscal
Year  is  subject  to  change  from  time  to  time as Declarant may determine.

     1.17     "Governmental  Requirements"  shall  mean  and refer to all local,
              ----------------------------
state  and  federal governmental, special district and public utility approvals,
agreements,  conditions, demands, entitlements, exactions, maps, laws, statutes,
rules  and  regulations,  building  codes,  ordinances  (zoning  or  otherwise),
permits, plans, orders and resolutions, which are, or will be, adopted, amended,
modified  or  supplemented,  and  which  govern,  affect  or  relate  to  the
organization,  zoning,  use, development, improvement, operation or ownership of
the  Project,  or  any  portion  thereof,  including,  without  limitation,  the
Entitlements and the Specific Plan which are or may be in effect, and as amended
from  time  to  time,  in  accordance  with  provisions  therein.

     1.18     "Improvements"  shall  mean  and  refer  to  all  structures  and
              --------------
construction of any kind on any Parcel, whether above or below the land surface,
whether permanent or temporary, including but not limited to, Buildings, utility
lines,  driveways,  paved  parking  areas,  pathways,  fences,  retaining walls,
plantings,  irrigation  and  drainage  pipes and fixtures, lighting fixtures and
signs.


                              EXHIBIT P - Page - 7-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     1.19     "Indemnitee" shall mean and refer to, Declarant and its respective
              ------------
officers, directors, employees, agents, partners, members, heirs, successors and
assigns.

     1.20     "Indemnitor" shall mean and refer to each Owner, by its acceptance
              ------------
of  a  deed  or  an  assignment of a leasehold interest or by its execution of a
sublease  with  respect  to  its  Parcel,  as  the  case  may  be.

     1.21     "Maintenance  Standards" shall mean and refer to those maintenance
              ------------------------
standards,  if  any,  created by Declarant for the maintenance and repair of the
exterior of the Buildings and other Improvements on any Parcel, as they may from
time  to  time  be amended, modified or supplemented.  The Maintenance Standards
are  hereby  incorporated  herein  and  made  a  part  hereof.

     1.22     "Mortgage"  shall  mean  and  refer  to a fee or leasehold deed of
              ----------
trust  or  mortgage  recorded  against  any  Parcel  or  Parcels.

     1.23     "Mortgagee"  shall  mean  and  refer to a beneficiary or mortgagee
              -----------
under  a  Mortgage  recorded  against  any  Parcel  or  Parcels.

     1.24     "Occupant"  shall mean and refer to the Owner and any other Person
              ----------
or  Persons  entitled,  by  ownership,  leasehold  interest  or  other  legal
relationship,  to the exclusive right to occupy all or any portion of any Parcel
or  Building.

     1.25     "Owner"  shall  mean  and  refer  to the Person or Persons holding
              -------
record  fee  title  to  a  Parcel  (including,  as  applicable,  Declarant), but
excluding  any  Mortgagee or Person holding such interest merely as security for
the  performance of an obligation, or, in the alternative, the Person or Persons
(including,  as applicable, Declarant) leasing or subleasing a Parcel, and their
respective  heirs,  successors  and  assigns.

     1.26     "Parcel"  shall  mean  and refer to each of Parcels 1 through 3 as
              --------
further  set  forth  on  the  Site  Plan,  and such additional parcels as may be
designated  from  time  to  time  by  Declarant.

     1.27     "Parcel  Area"  shall  mean  and  refer to the square footage of a
              --------------
Parcel as shown on the Site Plan or as designated from time to time by Declarant
in  the  event  that  Declarant  shall  create  one or more additional Parcels.

     1.28     "Parking Areas" shall mean and refer to the Existing Parking Area,
              ---------------
the Parking Structure and any additional parking spaces as may be constructed on
Parcel  3  from  time  to  time  in  accordance  with  Section  5.6.1.2.

     1.29     "Parking  Structure" shall mean and refer to the Parking Structure
              --------------------
to  be  constructed  on  Parcel  3.

     1.30     "Permittees"  shall  mean  and  refer  to  all  Occupants  and all
              ------------
customers,  patrons,  employees,  concessionaires and other business invitees of
the  Occupants.


                              EXHIBIT P - Page - 8-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     1.31     "Person"  shall  mean  and  refer  to any individual, partnership,
              --------
corporation,  trust,  estate  or  other  legal  entity.

     1.32     "Record"  or  "Recordation"  shall  mean,  with  respect  to  any
              ---------------------------
document,  the  recordation  thereof,  and  with  respect to any map, the filing
thereof,  in  the  office of the County Recorder of Los Angeles County, State of
California.

     1.33     "Rules" shall mean and refer to the rules and regulations, if any,
              -------
adopted  by  Declarant for the operation and use of the Common Area, as they may
from  time  to  time be amended, modified or supplemented.  The Rules are hereby
incorporated  herein  and  made  a  part  hereof.

     1.34     "Site Plan" shall mean and refer to the Site Plan attached to this
              -----------
Declaration  as  Exhibit  "B".
                 ------------

     1.35     "State"  shall  mean  and  refer  to  the  State  of  California.
              -------

     1.36     "Utility  Easements"  shall  mean  and  refer to certain electric,
              --------------------
telephone,  cable,  television,  water,  gas,  sanitary  sewer  lines,  drainage
facilities  and  other  similar  types  of  easements.

                                   ARTICLE II

                                  IMPROVEMENTS

     As  of  the  date  hereof,  the  Project  contains  the  Existing  Building
constructed  on  Parcel  1 and the Existing Parking Area located on Parcel 3 and
adjacent  to  Parcel  1.  The  Project  will  be improved further to contain the
Additional  Building  to be constructed on Parcel 2 and the Parking Structure to
be  constructed  on  Parcel  3.  The  Buildings,  the  Parking  Areas  and  the
landscaping  of  the Project relate to one another through careful site planning
and  site  development,  resulting  in  continuity  for the entire Project.  The
Improvements,  Common  Area and landscaping will have been constructed and shall
be  maintained pursuant to, among other things, the material requirements of the
Governmental  Requirements.  Owners  shall  comply  with  the  Governmental
Requirements  and  other  criteria imposed by Declarant as provided herein.  All
improvements  to the Project, except the construction of the Additional Building
and  the  Parking  Structure,  shall  be  constructed  in  accordance  with  the
reasonable  construction  rules  and  regulations  and  insurance  requirements
determined  by  Declarant.

                                   ARTICLE III

                       REGULATION OF OPERATIONS AND USES

3.1     Certain  Nuisances.

          3.1.1     No nuisance shall be permitted to exist or operate upon any
Parcel or any portion thereof so as to be offensive or detrimental to any Person
or  activity  on  any  other  Parcel  or  on  any  public  street.


                              EXHIBIT P - Page - 9-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          3.1.2     No  rubbish,  trash,  waste,  residue,  brush,  weeds  or
undergrowth (except brush, weeds and undergrowth growing naturally on any Parcel
prior to development) or debris of any kind or character shall ever be placed or
permitted  to  accumulate  upon  any portion of any Parcel, so as to render said
premises  a fire hazard, unsanitary, unsightly, offensive, or detrimental to any
Person  or  activity  on  any  other  Parcel  or  on  any  public  street.

          3.1.3     No  Improvement  shall  be permitted to fall into disrepair
and  all  Improvements  shall  at all times be kept in good condition and repair
(including,  without  limitation,  free of the presence of wood-destroying pests
and  organisms)  and  adequately  painted  or  otherwise  finished.  Any and all
exterior  repairs,  redecorations,  modifications  or additions shall be made in
accordance  with  this  Declaration,  and  shall  be subject to, the Controlling
Documents,  the  Governmental  Requirements, and shall be approved in writing by
Declarant.

          3.1.4     No  condition  shall  be permitted to exist upon any Parcel
which  shall  induce,  breed  or  harbor  infectious plant diseases, rodents, or
noxious  insects.

          3.1.5     No  structure  of  a  temporary  character,  trailer, tent,
shack,  barn  or  other  outbuilding  shall  be  used  by  any Person other than
Declarant  on  any  portion  of  the  Project at any time, either temporarily or
permanently,  unless  such  structure  is  being  used  in  connection  with the
construction  and leasing of an Improvement or unless such structure is approved
by  Declarant.

          3.1.6     No  Owner  shall permit the construction or installation of
any  Improvement  of  any  kind  upon  the Common Area without the prior written
consent  of  Declarant.

          3.1.7     No  Owner  shall  permit anything to be done or kept on its
Parcel  that  violates  any  of  the  Governmental  Requirements.

3.2     Indemnification  by  Parties.

     Each  Indemnitor  shall  indemnify,  defend  and  hold  harmless  all other
Indemnitees  (except  to  the extent the same is the obligation of another party
under this Declaration) against any loss, cost, damage, liability, claims, costs
and  expenses,  including  without  limitation,  reasonable  attorneys'  fees
(collectively,  "Claims")  arising  out  of  or  connected  with  any  accident,
occurrence,  injury,  loss  or  damage whatsoever caused to any Person or to the
property  of  any  Persons  as  shall  occur in or on the Indemnitor's Parcel(s)
during  the  period  from the date this Declaration is Recorded to and including
the  termination  of  the  term  of this Declaration, as set forth in Article 11
hereof,  to  the  extent  such  Claims  arise  from the acts or omissions of the
Indemnitor,  or the Indemnitor's employees, agents or contractors, unless caused
in  whole  or in part by Indemnitee.  Indemnitee shall give Indemnitor notice of
any suit or proceedings entitling Indemnitee to indemnification pursuant to this
Section  3.2  and  this  Declaration,  and  Indemnitor  shall have the right and
obligation  to  defend  Indemnitee  in  said  suit  or  proceeding  with counsel
reasonably  satisfactory  to  Indemnitee.


                             EXHIBIT P - Page - 10-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   ARTICLE IV

                               APPROVAL OF PLANS

4.1     Approval  Required.

     Each  Improvement  to  be  erected  in  the  Project  from the date of this
Declaration,  and  any  (i)  reconstruction;  (ii)  exterior  remodeling;  (iii)
exterior  alteration;  or  (iv)  interior  remodeling  or  interior  alteration
involving or affecting the exterior of any Improvement within the Project, shall
be  of  first  quality construction and shall not be commenced without the prior
written  consent  of  Declarant.

4.2     Completion  of  Construction.

     The  approval  of  the  erection,  construction, refinishing, installation,
placement, or alteration of any Improvement shall be deemed conditional upon the
commencement  of  said  work  within  ninety (90) days after approval of same by
Declarant  or within such other period as shall have been specified by Declarant
at  the  time  of  its approval.  The work thereon must thereafter be prosecuted
diligently  to completion within a reasonable time, and in any event, before the
expiration  of  such  period  specified  by  Declarant.  Declarant  in its sole,
absolute  and  unfettered  discretion, and in writing, may extend the period for
completion  of  any  such  erection,  construction,  refinishing,  installation,
placement  or  alteration.  During  said  construction period, the area shall be
kept  clear  of debris and refuse to the greatest extent possible.  In the event
the  work  is  not  commenced  within  said  ninety  (90) days, unless such time
condition is waived in writing by Declarant in its sole, absolute and unfettered
discretion,  all  proceedings shall terminate, and the work shall be conditional
on  the  obtaining  of  Declarant's consent in accordance with this Article IV.

4.3     Inspection  of  Work.

          Upon  the  completion  of  any  construction,  reconstruction,  or the
alteration  or  refinishing  of  the  exterior  of  any Improvement, or upon the
completion  of  any  other work for which approved plans are required under this
Article  IV,  Declarant, or its duly authorized representative, may inspect such
Improvement  to  determine whether it was constructed, reconstructed, altered or
refinished  in  substantial  compliance with Declarant's approval.  If Declarant
finds  that such construction, reconstruction, alteration or refinishing was not
done  in  substantial  compliance  with  Declarant's  approval, then Owner shall
remedy  such  non-compliance  within  thirty  (30) days from the date of written
notice  by  Declarant  of  such  noncompliance.  If  Owner  fails to remedy such
non-compliance,  then  Declarant,  at  its  option, may enter the Parcel and the
Improvement  and  perform,  or cause to be performed, such work or other acts as
may  be  required  to  remove  the  non-complying  Improvement  or  remedy  the
non-compliance,  and  the  Owner of the Parcel or Improvement shall promptly pay
all  costs  and  expenses  incurred  by  Declarant  in connection therewith upon
presentation  to  Owner  of  invoices  thereof.


                             EXHIBIT P - Page - 11-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
4.4     Unauthorized  Improvements.

     If  any  Improvement is made without first obtaining approval of Declarant,
then  Declarant  may  give  written notice to the Owner of its violation of this
Declaration.  Within thirty (30) days of said notice, the Owner shall either (a)
remove  the Improvement at its own expense and restore the Parcel or Improvement
to  its  condition  prior to commencement of construction of the Improvement, or
(b)  request approval from Declarant in accordance with this Article IV.  If the
Owner  has  failed  to  take such action within the thirty (30) day period, then
Declarant,  at  its  sole  option,  may enter the Parcel and the Improvement and
perform  or  cause to be performed such work or other acts as may be required to
remove the non-complying Improvement or remedy the non-compliance, and the Owner
of  the  Improvement  shall  promptly  pay  all  costs  and expenses incurred by
Declarant  in  connection  therewith  upon  presentation  to  Owner  of invoices
therefor.  If  the  Owner  elects  option  (b) described in this Section 4.4 and
Declarant  thereafter disapproves the Improvement, then the Improvement shall be
removed  by  Owner.

4.5     Presumption  of  Compliance.

     Notwithstanding anything to the contrary herein contained, after the City's
issuance  of  a  Certificate  of Occupancy for any Improvement, said Improvement
shall,  in favor of purchasers and encumbrancers in good faith and for value, be
deemed  to be completed and in compliance with all provisions of this Article 4,
unless  actual  notice  of  such  noncompletion  or  noncompliance,  executed by
Declarant  or  a  designated representative thereof, shall have been Recorded or
unless  legal  proceedings shall have been instituted to enforce such completion
or  compliance.

4.6     Fee.

     In  connection with its review and approval or disapproval of the erection,
construction,  refinishing,  installation,  placement  or  alteration  of  an
Improvement  in  accordance with this Article IV, Declarant may charge the Owner
an  architectural  review fee.  The amount of such fee shall not exceed the cost
incurred  by  Declarant  (i) in hiring outside consultants to review such plans,
(ii)  for  the  staff  time  and  out-of-pocket  costs  of Declarant incurred in
reviewing  such  plans,  and  (iii)  any  other  reasonable expenses incurred by
Declarant  in  connection  with its review, analysis and approval of such plans.
Such  fees  shall  be  paid  at  such  times and in such manner as Declarant may
determine.  If  the  plans are disapproved as not conforming with the provisions
of  this  Declaration, the Governmental Requirements, or any criteria reasonably
imposed  by  Declarant,  then  the  subsequent submittal of new or revised plans
shall be deemed to be an entirely new submittal, which shall again be subject to
the  foregoing  fee.

4.7     Governmental  Action.

     If  plans approved by Declarant are subsequently modified by the City or by
a governmental agency with jurisdiction over the Project, then such modification
must  be  reviewed and approved by Declarant.  In any event, one complete set of
final  plans  shall  be furnished to Declarant upon approval by the City or by a
governmental  agency with jurisdiction over the Project, and such plans shall be
kept  on  file  in  the  records  of  Declarant  to  ensure  that  the


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Improvements  are  constructed  in  compliance  therewith.  When construction is
completed,  one  complete  set  of  final  "as-built"  plans and specifications,
together  with  a  CAD  diskette,  shall be furnished to and kept on file in the
records  of  Declarant.

                                    ARTICLE V

                               GRANT OF EASEMENTS

5.1     Easements  for  the  Benefit  of  Governmental  Agencies  and  Public
Utilities.

     Certain  easements  (in  perpetuity  or otherwise) have been and may in the
future be granted by Declarant to certain local governmental agencies, including
the  City and public utilities, which may include, without limitation, easements
for  Vehicle/Pedestrian  Areas,  open  space,  drainage, sewer, and water lines,
which  easements  may  affect  some  or  all of the Parcels.  Declarant shall be
entitled,  without the consent of the Owners, to grant any such future easements
which  it determines are in the best interests of the Project.  Each Owner shall
fully  and  faithfully comply with all requirements of the governmental agencies
and  public  utilities in connection with the easements granted pursuant to this
Section  5.1.

5.2     Easements  for  the  Benefit  of  Owners  and  Occupants.

     Except  as  otherwise  stated,  the  following  non-exclusive easements are
hereby  established in perpetuity, for the benefit of all Owners and Occupants:

          5.2.1     a  non-exclusive easement over those certain roadway(s) for
ingress  and  egress  as  designated  from time to time by Declarant, including,
without  limitation,  over  that  certain  road  constructed  and  maintained in
accordance  with  the  West  Valley  Declaration, if any, until such time as the
ownership  of such ingress and egress easement is transferred to another entity,
including, without limitation, by deed to a local governmental or public entity;
and

          5.2.2     a  non-exclusive  easement  over  certain  driveways  as
designated  from  time  to  time  by  Declarant.

5.3     Easements  for  the  Benefit  of  Declarant.

     In  addition to the rights of entry and any other rights given to Declarant
in  this  Declaration,  there are hereby established the following non-exclusive
easements  in perpetuity for the benefit of Declarant, its agents, employees and
contractors:

          5.3.1     Easements  in  gross on, over, under or across all portions
of  the  Project  for the purposes shown as existing or proposed or for purposes
deemed  necessary or convenient by Declarant for (i) the installation, placement
and  maintenance  of electric, telephone, cable television, water, gas, sanitary
sewer lines, drainage facilities or any other utilities, together with the right
to enter upon the affected Parcel (without unreasonably interfering with Owner's
and  Occupants'  reasonable  use  and  enjoyment  thereof) to service, maintain,
repair,  reconstruct,  relocate or replace any of such lines or facilities, (ii)
ingress  and  egress  over  any  public  or  private


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Vehicle/Pedestrian  Area  or  other specific designated use areas, and (iii) any
other  matter  required  or  mandated  by  any  governmental  authority  with
jurisdiction  over  the  Project.

          5.3.2     An easement over, upon, across and under all the Parcels to
inspect and/or ascertain whether such Parcel, the Improvement(s) thereon and the
uses  thereof are in compliance with the provisions of the Controlling Documents
or  Governmental  Requirements;  and  to abate and remove any thing or condition
that  may  exist  thereon  contrary to the intent and meaning of the Controlling
Documents  or  the  Governmental  Requirements.

          5.3.3     An  easement  over,  upon,  across  and  under all property
designated  from  time  to  time  by  Declarant hereunder to perform Declarant's
obligations under this Declaration with respect to the maintenance and repair of
the  Common Area and any Improvement thereon, including, without limitation, for
access  to  slopes  and  drainageways  when  such  access  is  necessary for the
maintenance  or  stabilization  of  slopes  or  drainage, or both, on the Common
Area.

          5.3.4     With  respect  to  the  easements  established  pursuant to
Sections  5.3.1 through 5.3.3 above, Declarant shall have the right and power at
all times to enter and re-enter the property thereby encumbered, with or without
vehicles  or  on  foot,  and  to  come  upon  said property as often as it deems
reasonably  necessary  to  effectuate  the  purpose  of  such  easements.

          5.3.5     An  easement  over,  upon,  across  and  under  each of the
Parcels  for (i) planting, replacing and maintaining any such landscaping strips
as  shall reasonably be designated by Declarant, and (ii) installing, repairing,
replacing  and  maintaining  any  drainage and/or irrigation systems (including,
without limitation, landscape wiring and conduits) upon any such Parcel as shall
reasonably be designated by Declarant in connection with such landscaping strips
or  in  connection  with  landscaping  strips  on  the  Common  Area or on other
Parcels.

          5.3.6     A  non-exclusive  easement over, upon, across and under the
Common  Area  for the purpose of completing the Common Area and any construction
thereon, or for the purpose of completing the construction of any Improvement on
any  Parcel  which  are  then  owned  by  Declarant.

5.4     No  Merger.

     Notwithstanding  the  union  of  (a)  the  fee  simple  title to any of the
Parcels,  or  any  portion thereof, or any other real property of Declarant with
(b)  any  right,  title  or  interest in the easements granted by or reserved to
Declarant  pursuant  to  this Declaration, it is the intention of Declarant that
the  separation  of  such fee simple estate and such right, title or interest in
such  easements  shall  be  maintained,  and  that a merger shall not take place
without  the  express  prior  written  consent  of  Declarant.

5.5     No  Abandonment.

     Notwithstanding  Section  811  of  the  California  Civil Code or any other
applicable  law,  it  is  the  intent  of  Declarant that no easement granted or
reserved  hereunder  be  deemed  abandoned  or  terminated  merely  by disuse or
incompatible  acts;  rather,  the  easements  granted  hereunder


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shall  continue  in  full  force  and  effect unless (a) terminated by a written
agreement,  executed  by  the Person or Persons entitled to the benefit thereof,
and  duly  Recorded, or (b) in the case of the Owners, terminated by approval of
the  Owners and certified in a written agreement executed and Recorded by all of
the  Owners.

5.6     Parking  Easements.

          5.6.1     Parking  Areas
                    --------------

          Subject  to  the  terms  and  provisions  of this Article V, Declarant
expressly  reserves  for  the use and benefit of each Parcel, and each Owner and
Occupant, and their respective Permittees, which shall be appurtenant to and for
the  benefit  of  each Parcel, in common with others entitled to use the same, a
non-exclusive easement for the parking of motor vehicles (excluding recreational
and other oversized vehicles), motorcycles and bicycles within the Parking Areas
and  upon  other portions of the Common Areas specifically designated for use as
parking,  and  as such areas may be changed from time to time for use as parking
in  accordance  with  the  terms  of  this  Declaration.  Notwithstanding  the
foregoing,  Declarant  shall have the right to reserve certain parking spaces in
the Parking Areas for the exclusive use of certain Owners or Occupants, or their
respective  Permittees,  and to enforce the reservation of such reserved parking
spaces.

          5.6.2     Parking  Charges.
                     ----------------

          Notwithstanding  anything  to  the  contrary  contained  in  this
Declaration,  commencing  on  the  later of (i) the date of this Declaration, or
(ii) the date on which a Certificate of Occupancy is issued for any Improvements
on  the  Parcel of such Owner, each Owner shall have the obligation to rent from
Declarant  on  an annual basis the amount of parking passes corresponding to the
number  of  parking  spaces as may be designated by Declarant from time to time.
Each  Owner  shall  pay  to  Declarant for parking passes on an annual basis the
prevailing  rate  charged  from  time  to  time  at the location of such parking
passes.  In addition, each Owner shall be responsible for the full amount of any
taxes  imposed  by  any governmental authority in connection with the renting of
such  parking passes by such Owner or the use of the Parking Areas by such Owner
and  its  Occupants.  Each  Owner's continued right to use the parking passes is
conditioned  upon  such  Owner  abiding  by  all rules and regulations which are
prescribed  from  time  to time for the orderly operation and use of the Parking
Areas  where  the  parking  passes  are  located, including any sticker or other
identification  system  established  by  Declarant,  such Owner's cooperation in
seeing  that  Owner's Occupants and their respective Permittees also comply with
such  rules  and  regulations  and  such  Owner  not being in default under this
Declaration.  In  the  event  an  Owner  fails  to pay any amount due under this
Article  V,  then such amount shall be a lien against the interest of such Owner
in  its  Parcel(s)  in  accordance  with  Section  7.3  below.

          5.6.3     Visitor  Parking.
                     ----------------

          Each Owner and Occupant may validate visitor parking in those portions
of  the  Parking  Areas designated by Declarant for visitor parking from time to
time  by  such  method  or


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methods  as  Declarant  may  establish from time to time, at the validation rate
from  time  to  time  generally  applicable  to  such  visitor  parking.

          5.6.4     Control  of  Parking  Structures.
                     --------------------------------

          Declarant  shall  at  all times have the sole and exclusive control of
the  Parking  Areas  and  may  from  time to time prescribe reasonable rules and
regulations  to  regulate  the  use  of the Parking Areas, subject to the rights
granted to each Owner, its Occupants and Permittees, to use the Parking Areas as
provided  herein.  Such  rules and regulations may include limitations on use by
trucks,  trailers,  vans,  campers, heavy equipment or other vehicles, including
the  regulation  of  the  times  during  which  use  by  such  vehicles shall be
permitted.  The  rules  and regulations may also regulate the location of use of
the Parking Areas by any oversize vehicles.  Declarant may retain personnel or a
parking  manager  to implement a system of operation and security for regulating
the  use  of  the  Parking  Areas, the cost of which shall be a Common Expense.

5.7     Grant  of  Power of Attorney and Future Grants of Easements Over Common
Areas.

     Each  of the Owners hereby grants to Declarant the right to grant or convey
any  future easements, licenses or rights-of-way in, on or over the Common Areas
for  purposes  not inconsistent with the intended use of the Project, and hereby
appoints  Declarant  as  its  attorney-in-fact  to execute any and all necessary
documents  on  behalf  of  each  Owner  to  grant  or convey any such easements,
licenses  or  rights-of-way.  Such  future  easements  may include non-exclusive
easements  for the purpose of installing, maintaining and repairing utilities to
service  one  or  more  Parcels,  including,  but  not  limited  to, the Utility
Easements.  Such  grants  for Utility Easements shall require that all costs and
expense  connected  with the installation, repair and maintenance of the Utility
Easements,  including  any  liability resulting from personal injury or property
damage  or  claims  for  labor  and  materials  attributable to such repairs and
maintenance,  shall  be  the  sole  obligation  of the Owner or Owners for whose
benefit  the  particular Utility Easements are being maintained and repaired and
such  Owner  or Owners shall agree to indemnify and hold Declarant and all other
Owners  free  and  harmless from any and all claims for such costs and expenses,
including  attorneys'  fees.  The  Utility  Easements  shall  be  located  along
roadways  in the Common Areas to the extent possible and shall be underground or
concealed  to  the extent possible.  All permanent utility appurtenances located
in  the  Common  Areas  as required by the City or by a governmental agency with
jurisdiction over the Project shall be architecturally treated and screened from
view  with enclosures such as landscaping, architecturally designed screening or
finish  materials.

5.8     Use  of  Common  Areas  by  Owners  and  Occupants.

          5.8.1     Except  as  otherwise  specifically  provided  in  this
Declaration,  the use of the Common Areas by the Owners and Occupants, and their
respective  Permittees,  shall be in common with all other Owners and Occupants,
and  their  respective  Permittees.  Each Owner shall keep the Common Areas free
and  clear  of  any obstructions created or permitted by such Owner or resulting
from such Owner's or its Occupant's or their respective Permittees' operation of
its  business  so as not to unreasonably interfere with the use and enjoyment by
the  other  Owners and Occupants, and their respective Permittees, of the Common
Areas.


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          5.8.2     Except  for the Parking Structure and other portions of the
Common  Areas  specifically  designated  as  Parking  Areas, no parking shall be
allowed  anywhere  in  the  Common  Areas  and Declarant shall have the right to
enforce  this "no parking" restriction by (i) posting signs at various points in
the  Common Areas which restrict both parking and stopping of vehicles, and (ii)
removing  any vehicles in violation thereof in accordance with the provisions of
Section  22658  of the California Vehicle Code, or other applicable Governmental
Requirement.

5.9     Restoration.

     After  any use by an Owner of any easement provided in this Article V, such
Owner shall restore the Common Area to the condition it was in immediately prior
to  the  commencement  of  such  use.

5.10     Prohibition  Against  Granting  Easements.

     No Owner shall grant an easement or easements in, to, over, under or across
such  Owner's  Parcel  or  the  Common  Area  for  the  benefit of any Parcel or
property,  either  within  or  outside  the Project, without the express written
consent  of  Declarant.

                                   ARTICLE VI

                                   TRANSFERS

6.1     Documents  to  be  Provided  to  Purchaser.

               An  Owner  shall, as soon as practicable before transfer of a fee
or  leasehold  title to a Parcel, provide to the prospective purchaser copies of
the  Controlling  Documents.

6.2     Notification  to  Declarant.

          Concurrently  with the consummation of any Parcel sale, or within five
(5)  days  thereafter,  the transferee shall notify Declarant in writing of such
transfer.  Such  notification  shall  set forth (i) the names of the transferee,
its  Mortgagees  and  the transferor, (ii) the address of the purchased Parcel ,
(iii)  the transferee's and the Mortgagees' mailing addresses, and (iv) the date
of  transfer.  Before  the  receipt  of  such  notification,  any  and  all
communications required or permitted to be given by Declarant shall be deemed to
be  duly  made  and given to the transferee if duly and timely made and given to
the  transferee's  transferor.

6.3     Validity  of  Transfers.

          Nothing  in  this  Section  6.3  shall  be  construed as affecting the
validity  of  title to any Parcel transferred in violation of this Section 6.3.


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                                   ARTICLE VII

                           PAYMENT OF COMMON EXPENSES

7.1     Billing.

     Commencing  as  to  all  Parcels  upon the Recordation of this Declaration,
Declarant  shall  periodically,  but  no  more frequently than monthly, bill the
Owners  for  their  respective  proportionate  shares (as defined in Section 7.2
below)  based  on  either  (i)  the  Common  Expenses  paid by Declarant for the
operation,  maintenance  and  insurance  of the Common Area during the preceding
billing period, or (ii) equal periodic installments which have been estimated in
advance  based  on  a budget prepared by Declarant for a particular Fiscal Year.
In  addition,  Declarant, at any time and from time to time, may bill any Owners
for  any  amounts  due  under  this  Declaration which amounts do not constitute
Common  Expenses.  In  the  event  during  any  Fiscal Year the Owners have paid
periodic installments based on Declarant's estimates, Declarant shall, after the
end  of  such  Fiscal Year, notify each Owner of any adjustment in the estimated
expenses  to  reflect  the  actual expenses paid by Declarant during such Fiscal
Year,  and  shall  deliver an accounting in reasonable detail showing the actual
costs  and  expenses  paid  by  Declarant  for  the  operation,  maintenance and
insurance  of the Common Area during the preceding Fiscal Year.  Within ten (10)
days  after delivery of such notice, each Owner shall pay to Declarant its share
of the amount of any expenses actually incurred by Declarant for which Declarant
was not paid by such periodic installments, or Declarant shall credit each Owner
its  respective share of the amount of any overpayment against such Owner's next
periodic  installment due, as the case may be.  In the event a billing statement
is  based  on actual costs and expenses paid by Declarant, it shall set forth in
reasonable  detail  all such expenses paid by Declarant and shall be accompanied
by such evidence of payment as may be reasonably requested by the Owners, or any
of them, billed therefor.  Within fifteen (15) days after receipt of Declarant's
billing  statement  given in accordance with the terms of this Section 7.1, each
Owner  shall  pay  or  cause  to  be  paid  the amount set forth in such billing
statement.

7.2     Proportionate  Shares.

     Except  as  provided  otherwise  in  this  Section  7.2,  each  Owner's
proportionate  share  of  Common  Expenses  shall  be  based  on a fraction, the
numerator  of  which  is  the rentable square feet of the Building(s) located on
such  Owner's  Parcel(s),  and  the  denominator  of which is the total rentable
square  feet  of all of the Buildings located in the Project; provided, however,
both the numerator and the denominator of such fraction shall be proportionately
adjusted in the event more than five percent (5%) of the rentable square feet of
the  Buildings(s)  located  on  any  Parcel  is  taken  by  eminent  domain.

7.3     Liens  for  Delinquent  Payments.

          7.3.1     If,  after  receipt  of such billing statement given in the
manner  provided  in  Section  7.1  (including  such  evidence  of  payment  as
theretofore may have been reasonably requested), any Owner fails to pay when due
the  amount  specified  in  such  statement,  Declarant  shall  deliver  to such
non-paying  Owner,  in  the  manner  specified  in Section 14.4, a second copy


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of  such  billing  statement,  together  with  a written notice stating that the
billing  amount  is  unpaid,  that a late charge has been imposed and the amount
thereof  (which  late  charge  shall  not exceed ten percent (10%) of the unpaid
amount  or  Fifty Dollars ($50.00), whichever is greater), and that interest (as
provided  below)  will  begin to accrue unless payment is made immediately after
the effective date of such written notice.  If the billing amount or any portion
thereof  remains  unpaid, Declarant shall be entitled to interest on such unpaid
amount  at  the  lesser  of eighteen percent (18%) per annum or the maximum rate
allowed  by  law  until  paid,  commencing  on  the date of the original billing
statement,  and  such  unpaid  amount, together with interest and late charge as
aforesaid,  shall  be a lien against the interest of the defaulting Owner in its
Parcel(s),  which  lien  shall attach and be enforced as provided in Section 7.4
below.

          7.3.2     Subject  to  Section  12.1  below,  the lien for delinquent
payments, costs of collection, late charges and interest provided in Section 7.3
shall be prior and superior to all other liens except taxes, bonds, governmental
assessments and other levies which, by law, would be superior thereto.  The sale
or  transfer  of any Parcel shall not affect or extinguish the lien against such
Parcel;  provided,  however,  that  the  sale  or transfer of any Parcel through
foreclosure, trustee's sale or deed in lieu of foreclosure shall extinguish such
lien  as  to  payments  which  became due prior to such transfer, as provided in
Section  12.1  hereof.  In  no  event  shall  any  sale  or transfer (whether by
foreclosure  or  otherwise) relieve any Parcel from lien rights in Declarant for
any  payments  of  Common  Expenses  thereafter  becoming  due.

7.4     Enforcement  of  Obligation.

     Declarant  may  enforce  delinquent payments by suing the Owner directly on
the  debt established by such delinquent payment, or by recording a lien against
the  Owner's  Parcel  as  provided in Section 7.3 above and foreclosing the lien
through  either judicial or nonjudicial proceedings.  Declarant may commence and
maintain a lawsuit directly on the debt without waiving its right to establish a
lien  against  the  Owner's  Lot  for  the delinquent payment.  Any lien created
pursuant  to  Section  7.3 above may be enforced in any manner permitted by law,
including  sale  by  a  court,  sale  by the trustee designated in the notice of
delinquent payment, or sale by a trustee substituted pursuant to Section 2934(a)
of  the  California  Civil Code, and to that end a power of sale with respect to
the  Parcels is hereby conferred upon Declarant.  Any sale by a trustee shall be
conducted  in  accordance  with  the  provisions of Section  2924 et seq. of the
                                                                  -- ----
California  Civil  Code applicable to the exercise of powers of sale.  Declarant
shall have the power to bid for the Parcel at a foreclosure sale, and to acquire
and  hold,  lease, mortgage and convey the same.  Nothing herein contained shall
prohibit  Declarant  from taking a deed in lieu of foreclosure of a lien created
pursuant to Section 7.3 above.  In any action instituted by Declarant to collect
delinquent  payments,  accompanying  costs,  late  charges  or  interest,  the
prevailing  party  shall  be  entitled  to  recover  its  costs  and  reasonable
attorneys'  fees  as  set  forth  in  Section  13.3  below.

7.5     Assignment  of  Leases  and  Rents

     Each  Owner  hereby absolutely and unconditionally assigns and transfers to
Declarant  all the leases (including all security deposits, guarantees and other
security at any time given as security for the performance of the obligations of
the  tenants  thereunder),  income,  rents,  issues,


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deposits, profits and proceeds of such Owner's Parcel to which such Owner may be
entitled,  whether  now  due, past due or to become due, and hereby gives to and
confers  upon  Declarant  the right, power and authority to collect such income,
rents,  issues,  deposits, profits and proceeds.  This assignment of the leases,
income, rents, issues, deposits, profits and proceeds constitutes an irrevocable
direction  and  authorization  of  all tenants under the leases to pay all rent,
income and profits to Declarant upon demand and without further consent or other
action  by  such  Owner.  This  is an absolute assignment, not an assignment for
security  only,  and  Declarant's  right  to  rents,  issues  and profits is not
contingent  on  Declarant's  possession  of  all  or any portion of such Owner's
Parcel.  Each Owner irrevocably appoints Declarant its true and lawful attorney,
at  the option of Declarant at any time, to demand, receive and enforce payment,
to  give receipts, releases and satisfactions, and to sue, either in the name of
such  Owner  or  in  the  name of Declarant, for all such income, rents, issues,
deposits,  profits and proceeds and apply the same to the obligations hereunder.
It  is  understood  and  agreed that neither the foregoing assignment of leases,
income,  rents,  issues,  deposits,  profits  and  proceeds to Declarant nor the
exercise  by  Declarant  of any of its rights or remedies under this Section 7.5
shall  be  deemed  to  make  Declarant  a "mortgagee-in-possession" or otherwise
obligated,  responsible  or  liable  in  any manner with respect to such Owner's
Parcel  or  the  use,  occupancy,  enjoyment  or operation of all or any portion
thereof.  Notwithstanding  anything to the contrary contained herein, so long as
an  Owner  shall  not  be delinquent in its performance of its obligations under
this  Declaration  (including,  without  limitation, payment to Declarant of any
sums  due  hereunder),  such  Owner  shall have a license to collect all income,
rents,  issues, profits and proceeds from such Owner's Parcel as trustee for the
benefit  of Declarant and such Owner shall apply the funds so collected first to
the  payment  or  performance  of its obligations under this Declaration in such
manner  as  Declarant  elects and thereafter to the account of such Owner.  Upon
such  Owner becoming delinquent in its performance of its obligations under this
Declaration,  such  license  shall  be  deemed  revoked  and  any rents received
thereafter  by  such  Owner  shall  be  delivered in kind to Declarant.  In such
event,  such  Owner  agrees  to  deliver  the  original  copies of all leases to
Declarant.  Each Owner hereby irrevocably constitutes and appoints Declarant its
true  and  lawful  attorney-in-fact  to  enforce  in  such  Owner's  name  or in
Declarant's  name  or  otherwise  all  rights  of such Owner in the instruments,
including  without  limitation  checks and money orders, tendered as payments of
rents  and  to  do  any  and  all  things  necessary and proper to carry out the
purposes  hereof.

7.6     Appointment  of  Receiver

     In  the  event  that an Owner shall be delinquent in its performance of its
obligations  under  this  Declaration (including, without limitation, payment to
Declarant  of  any  sums  due  hereunder),  Declarant,  as a matter of right and
without  notice to such Owner or anyone claiming under it, and without regard to
the  then  value  of  such Owner's Parcel or the interest of such Owner therein,
shall  have  the  right  to  apply to any court having jurisdiction to appoint a
receiver  or  receivers  of such Owner's Parcel or any portion thereof, and such
Owner  hereby  irrevocably consents to such appointment and waives notice of any
application  therefor.  Any  such receiver or receivers shall have all the usual
powers  and  duties of receivers in like or similar cases and all the powers and
duties  of  Declarant  in case of entry as provided herein and shall continue as
such and exercise all such powers until the date of confirmation of sale of such
Owner's  Parcel  unless  such  receivership  is  sooner  terminated.


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7.7     No  Offsets.

     All  Common  Expenses  shall be payable in the amount specified in the bill
therefor  and no offsets against such amount shall be permitted for any reason.

                                  ARTICLE VIII

                         POWERS AND DUTIES OF DECLARANT

     In  addition  to  the other powers and duties of Declarant provided in this
Declaration, Declarant shall specifically have the right and power to accomplish
those  matters  described  in  this  Article  VIII.

8.1     Employ  Manager.

     Declarant  shall  have  the  power  but  not  the  duty  to contract with a
professional  management  and/or  asset  management agent for the performance of
maintenance  and  repair  of  the Project and for conducting other activities on
behalf  of  Declarant.  Any  such  contract  shall  be  on  terms  acceptable to
Declarant,  and  shall be terminable by Declarant at any time (i) for cause upon
thirty (30) days' written notice thereof, and (ii) without cause upon payment of
a  termination  fee  and  upon  ninety (90) days' written notice.  The fee, cost
and/or  expense  of  such  contract  shall  be  a  Common  Expense.

8.2     Insurance.

     Declarant shall have the power and the duty to obtain and maintain in force
such other insurance as Declarant shall deem necessary or expedient to carry out
the  functions  of  Declarant as set forth in this Declaration.  Every policy of
insurance obtained by Declarant, whether or not required to be obtained pursuant
to  the provisions of this Declaration, shall expressly waive any and all rights
of  subrogation  against  Declarant,  its  representatives and employees and all
Owners  if  permitted  under  the  terms  of  such policy.  The premiums for the
insurance  policies  obtained and maintained by Declarant shall be a part of the
Common  Expenses.  Declarant  is  appointed  attorney-in-fact  by  each Owner to
negotiate and agree on the value and extent of any loss under any policy carried
by  Declarant  under  this  Section  8.2.  Declarant  is  granted full right and
authority  to  compromise  and  settle  any  claim or endorse any claim by legal
action  or  otherwise  and  to  execute  releases  in  favor  of  any  insurer.

8.3     Utilities.

     Declarant  shall have the power and the duty to pay all charges for utility
services  for  the  Common  Area  which  charges  shall  be  included  in Common
Expenses.

8.4     Common  Area.

     Declarant  shall  have the power and the duty to manage, operate, maintain,
repair, restore, add to and replace the Common Area and all Improvements located
thereon  (including,  without limitation, the express obligation at all times to
preserve,  plant,  install,  repair  and  maintain  the


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Common  Area  as set forth in this Declaration), and all other property (whether
real  or  personal)  owned  by  Declarant.

8.5     Enforcement.

     Declarant  shall  have  the power and the duty to enforce the provisions of
the  Controlling  Documents; provided, however, that at no time shall Declarant,
with  respect  to  amounts  owed  to  Declarant  (including, without limitation,
amounts  owed  for  Common Expenses), impose a rate of interest in excess of the
rate  of  interest  then  permitted  by  law  to  be  charged.

8.6     Square  Footage/Total  Entitlement  Monitoring.

     Declarant shall have the power and the duty to track and monitor the square
footage  of  the  Project  to  ensure that it does not exceed the maximum square
footage  allowed  under  the  Governmental  Requirements.

8.7     Contract  and  Make  Payments.

     Declarant  shall have the power and the duty to contract and pay for Common
Expenses.

8.8     Employment  of  Agents.

     Declarant  shall  have the power but not the duty to employ the services of
any Person or Persons to manage and conduct the business of Declarant hereunder,
and  upon  such  conditions as are deemed advisable by Declarant, to delegate to
such  Person  or  Persons  any  of  its  powers.

8.9     Taxes.

     Declarant  shall  have  the  power  and  the  duty  to  pay  any  taxes and
governmental  assessments which are or could become a lien on the Common Area or
any  portion  thereof which taxes and governmental assessments shall be included
in  Common  Expenses.

8.10     Delegation  of  Powers.

     Declarant  shall  have  the  power  but not the duty to delegate any of its
powers  hereunder  to  other Persons, including, without limitation, committees,
officers  and  employees.

8.11     Security.

     Declarant  shall  have  the  power  but not the duty to provide, through an
outside agency, a security force to patrol and protect the Common Areas the cost
of  which  shall  be  included  in  Common  Expenses.

8.12     Rules.

     Declarant shall have the power but not the duty to adopt, amend, supplement
and  repeal  the Rules.  The Rules may restrict and govern the use of the Common
Area  by  any  Owner;  provided,  however,  that  the Rules may not discriminate
between  the  various  Owners,  Occupants


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and  Permittees.  A copy of the Rules shall be given to each Owner not less than
ten  (10)  business  days  before  said  Rules  (or, as applicable, an amendment
thereto) may be deemed to be in full force and effect.  The Rules shall have the
same  force  and  effect  as  if  set  forth  herein  and  made  a  part of this
Declaration.

8.13     Maintenance  Standards.

     Declarant shall have the power but not the duty to adopt, amend, supplement
and  repeal  the Maintenance Standards; provided, however, that at no time shall
the  standards  set  forth  therein for repair and maintenance be lower than the
minimum  standards set forth in this Declaration or required by the Governmental
Requirements,  and  provided  further  that the Maintenance Standards may impose
higher  standards  of maintenance for areas within the Project visible from main
public  streets  and/or the Common Area than from those areas within the Project
not so visible.  Whether or not Maintenance Standards have been adopted, nothing
in  this  Section  8.13  shall  be  construed  as  relieving  any Owner from the
obligation  to  at  all  times  comply with the minimum standards for repair and
maintenance  set forth in this Declaration.  A copy of the Maintenance Standards
shall  be  given  to  each Owner not less than ten (10) business days before the
same  may  be  deemed to be in full force and effect.  The Maintenance Standards
shall  have  the same force and effect as if set forth herein and made a part of
this  Declaration.

8.14     Right  to  Grant  Easements.

          8.14.1     Declarant  shall  have  the  power  and  the duty to grant
utility  and  other  easements,  through,  over, under, across and on the Common
Area,  which  are  reasonably  necessary  or  appropriate in connection with the
operation or activities of Declarant or to the ongoing development of lands held
by  Declarant  or  an  affiliate  of  Declarant in the vicinity of the Project.

          8.14.2     Declarant  shall  have  the power and the duty to relocate
easements  for ingress and egress through, over, under, across and on the Common
Area;  provided,  however,  that  Declarant  shall  use  reasonable  criteria in
deciding  which  easements  are  to  be  relocated  and  to  what  location.

          8.14.3     Declarant  shall  have  the  power  but  not  the  duty to
institute  any  other services for the benefit of the Owners deemed advisable by
Declarant.

8.15     Limitation  on  Liability  of  Declarant;  Indemnification.

          8.15.1     Declarant  (or  any Agent of Declarant when acting in such
capacity),  shall not be liable to any Owner or Occupant or any other Person for
any  damage,  loss,  or  prejudice  suffered  or  claimed on account of any act,
omission, error or negligence of Declarant (or such Agent) if Declarant (or such
Agent)  has  acted  in  good  faith.

          8.15.2     Each  Owner,  by accepting its deed or assignment of lease
or  be  executing  a sublease, as the case may be, agrees personally and for all
its  Occupants  and Permittees to indemnify Declarant (or any Agent of Declarant
when  acting  in  such  capacity),  and to defend such Declarant (or such Agent)
against  any  liability  for  any  damage,  loss  or  prejudice  suffered  or


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claimed  on  account  of any act, omission, error or negligence of Declarant (or
such  Agent)  if  Declarant  (or  such  Agent)  has  acted  in  good  faith.

          8.15.3     In  addition  to  the  foregoing Section 8.15.2, Declarant
hereby  agrees  to  indemnify  such  Agent  and to defend such Agent against any
liability  for  any  damage, loss or prejudice suffered or claimed on account of
any act, omission, error or negligence by such Agent in performing his duties on
behalf  of  Declarant.

          8.15.4     In  addition  to the foregoing in Section 8.15.3, Declarant
hereby  agrees  to  indemnify  any  director,  officer,  member  or  employee of
Declarant  against  any  liability for any damage, loss or prejudice suffered or
claimed  on  account of any act, omission, error or negligence by such director,
officer  or  employee  in  representing  Declarant  in Declarant's dealings with
Declarant,  the  Owners  or  the  Project.

          8.15.5     The  indemnities  set  forth  in Sections 8.15.3 and 8.15.4
above shall continue only for so long as Declarant or any affiliate of Declarant
owns  any  Parcel.

                                   ARTICLE IX

                                  COMMON AREA

9.1     Easement  of  Enjoyment.

     All  Owners  and  Occupants shall have a right and easement of enjoyment in
and  to  portions  of  the  Common Area as set forth in Section 5.2 above, which
right and easement shall be appurtenant to and shall pass with the title to each
such Parcel; provided, however, that such right and easement shall be subject to
the  following:

          9.1.1     The right of Declarant to transfer all or substantially all
of  its  assets,  including  all  or  any  part  of  the  Common  Area;  and

          9.1.2     The  right  of  Declarant  to  adopt, amend, supplement and
enforce  the  Rules.

9.2     Use  of  Common  Areas  by  Owners  and  Occupants.

     Except  as  otherwise specifically provided in this Declaration, the use of
the  Common  Areas  by each Owner and Occupant, and their respective Permittees,
shall  be  in  common  with all other Owners and Occupants, and their respective
Permittees.  Each  Owner  shall  keep  the  Common  Areas  free and clear of any
obstructions  created  or permitted by such Owner or resulting from such Owner's
or  its  Occupant's  or their Permittees' operation of its business so as not to
unreasonably  interfere  with  the  use  and  enjoyment  by  the other Owner and
Occupants,  and  their  respective  Permittees,  of  the  Common  Areas.  Unless
otherwise  stated  herein,  the  Common  Area  shall  be  used by the Owners and
Occupants,  and  their  respective  Permittees,  in  accordance with the Rules.


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9.3     Building  Exterior  Maintenance  Standards.

     All  Building exteriors shall be maintained at all times in a neat, orderly
and  weatherproof  manner,  including,  without limitation, periodic painting or
cleaning  if  either  is  customary  with  respect  to the exterior construction
materials  employed  for  such  Building.

9.4     Expansion  of  Common  Area.

     At any time, Declarant may, but need not, by purchase, lease, acceptance of
gift  or  other transaction (and without the consent of the other Owners) obtain
or acquire, any lands, personal property or rights therein, and thereby increase
and  expand the Common Area, whereupon the maintenance of such additional Common
Area  shall  become  the obligation of Declarant and shall be included in Common
Expenses.

9.5     Covenant  Against  Partition.

     Each  Owner shall be deemed to covenant and agree for itself and its heirs,
personal  representatives,  successors  and  assigns,  that  there  shall  be no
judicial  partition  of the Common Area and the same shall remain undivided, nor
shall  Declarant or any Person acquiring any interest in the Project or any part
thereof,  seek  any such judicial partition unless the structures in the Project
are  totally  or  partially  destroyed  and  the  Owners elect not to rebuild as
hereinabove  provided.  Each  Person acquiring any interest in the Project shall
by  such  acquisition  be  deemed  to  have waived any right to partition of any
Parcel  or  the  Common  Area,  except  as herein provided.  Notwithstanding the
foregoing,  if  any  Parcel  shall  be owned by two or more tenants-in-common or
joint  tenants,  nothing herein contained shall be deemed to prevent a partition
by  sale of such Parcel (exclusive of any portion of any Parcel which is part of
the  Common  Area) as between such tenants-in-common or joint tenants.  No Owner
may  sell  or  convey all or part of its undivided interest in any of the Common
Area, except in conjunction with the sale of its Parcel, nor may it encumber any
part  or  all of its undivided interest in the Common Area except in conjunction
with  an  encumbrance  of  its  Parcel.

                                    ARTICLE X

                                  ENFORCEMENT

10.1     Abatement  and  Suit.

          10.1.1     Subject  to the restrictions set forth in this Declaration
and  those  imposed  by law, the violation or breach of any covenant, condition,
restriction  or  provision  contained  in  the  Controlling Documents shall give
Declarant  and  its agents, employees, representatives and contractors the right
to  enter upon such portion of the Project upon or as to which said violation or
breach  exists  and  to  summarily abate and remove, at the expense of the Owner
thereof, any structure, thing or condition that may be or exist thereon contrary
to  the  intent  and  meaning  of  the  Controlling  Documents.

          10.1.2     Declarant  and any aggrieved Owner shall have the right to
prosecute  a proceeding at law or in equity, or initiate arbitration proceedings
pursuant  to  Article  XIII  below,


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against  any  Owner or Occupant or any other Person or Persons who have violated
or  who  have attempted to violate any of the provisions, covenants, conditions,
and  restrictions  set  forth in the Controlling Documents, to enjoin or prevent
them  from  doing  so,  to  cause  said violation or breach to be remedied or to
recover  damages  for  said  violation;  provided,  however, that nothing herein
contained  shall  be  deemed to impose upon Declarant or any aggrieved Owner any
liability  for  the failure to correct or prosecute a violation or breach of the
Controlling  Documents.

          10.1.3     Each  Person  comprising  an  Owner  shall  be jointly and
severally  liable with each other Person comprising such Owner for the violation
or  breach of any covenant, condition, restriction or provision contained in the
Controlling  Documents  (i)  existing  upon  the Parcel or Parcels owned by such
Owner,  or  (ii)  caused  or  committed  by  such Owner or any Occupant or their
respective  Permittees.

10.2     Deemed  to  Constitute  a  Nuisance.

     The  result  of  every  action or omission whereby any covenant, condition,
restriction  or  provision  herein  contained is violated in whole or in part is
hereby declared to be and constitute a nuisance, and every remedy allowed by law
or  equity  against  anyone  causing  a nuisance shall be applicable against the
Owner, Occupant or any other Person responsible for such action or omission, and
may  be  exercised  by  Declarant  and/or  any  aggrieved  Owner.

10.3     Inspection.

     Declarant  and its representatives may, from time to time at any reasonable
hour or hours and without notice to any Owner or Occupant, enter and inspect any
Parcel  to  ascertain whether such Parcel, the Improvements thereon and the uses
thereof  are  in  compliance  with the Controlling Documents.  In such event, no
entering  Person  (nor  Declarant  itself) shall thereby be deemed guilty of, or
become  liable  for,  any  manner of trespass or unlawful entrance in connection
with  such  entry  and  inspection.

10.4     Failure  to  Enforce  Not  a  Waiver  of  Rights.

     The  failure  of  Declarant or any aggrieved Owner to enforce any covenant,
condition, restriction or provision herein contained shall in no event be deemed
to  be a waiver of the right to thereafter do so nor of the right to enforce any
other  covenant,  condition,  restriction  or  provision  set  forth  in  this
Declaration.

10.5     Enforcing  Violations.

     The  violation of any Governmental Requirement shall constitute a violation
of  this  Declaration and shall be enforceable in accordance with the provisions
of  this  Article  X.

10.6     Termination.

     Notwithstanding  anything  contained  or implied in this Declaration to the
contrary, in no event shall the remedies available hereunder for a breach of the
provisions  hereof  include  termination  of  this  Declaration.  Instead, it is
Declarant's  express  intention  that  this  Declaration


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be  terminable  only  upon  the  agreement of all the Owners.  Each Owner hereby
waives  any  right under law, equity or otherwise, to terminate this Declaration
under  any  circumstance  other  than  as  set forth in this Section 10.6 and in
Article  XI  hereof.

10.7     Remedy.

     Notwithstanding  the  foregoing, no Owner may exercise any remedy hereunder
unless,  after  the  failure  of  a defaulting Owner to cure a breach within the
applicable  cure period, such non-defaulting Owner delivers notice of the breach
to  each Mortgagee of the defaulting Owner of which the non-defaulting Owner has
received  notice  under Section 12.2 below, and provides such Mortgagee with the
opportunity  to  cure  such  breach  within an additional cure period; provided,
however,  that nothing herein shall entitle such Mortgagee to arbitrate a breach
that  has  already  been  arbitrated  hereunder.

10.8     Force  Majeure.

     Except  as  otherwise  provided  in  this  Article  X  or elsewhere in this
Declaration,  each  Owner  shall  be  excused  from performing any obligation or
undertaking provided in this Declaration, except any obligation to pay any money
(unless  such  payment  is  conditioned  upon  performance  of  an obligation or
undertaking  excused  by  this  Article X), in the event but only so long as the
performance of any such obligation is prevented or delayed, retarded or hindered
by  (i)  act of God, fire, earthquake, flood, explosion, action of the elements,
war,  invasion, insurrection, riot, mob violence, sabotage, inability to procure
or  general  shortage  of labor, equipment, facilities, materials or supplies in
the  ordinary  course on the open market; (ii) failure of normal transportation,
strike,  lockout,  action of labor unions; (iii) condemnation, requisition, law,
order  of  governmental  or civil or military authorities; (iv) the inability to
obtain  governmental  approvals or permits despite the exercise of due diligence
and good faith efforts; or (v) any other cause, whether similar or dissimilar to
the  foregoing,  not  within  the  reasonable  control  of such Owner (financial
ability or negligence excepted).  Each Owner shall give notice of any such delay
to  the  other Owner within thirty (30) days of such Owner's actual knowledge of
the  occurrence of the event with respect to which such Owner intends to claim a
permitted  delay  hereunder.

10.9     Correction  of  Site  Descriptions,  Descriptions  of  Easements.

     By  reason  of  inadvertent  construction  errors, the Buildings may not be
precisely  constructed  within  their respective Parcels.  As soon as reasonably
possible  after  completion  of  the  construction  of  each Building, the Owner
thereof,  at  its  expense,  shall  cause an "as-built" survey to be made of its
Parcel.  If  such  survey  discloses that the Building causing such survey to be
made  has  not been constructed precisely within such Owner's Parcel, then, upon
request  of  the  constructing  Owner,  the  other  Owner  shall  grant  to  the
constructing  Owner  an  easement  over  that  portion  of the Common Area as is
required  to  allow the location of such Building as shown on the survey and the
constructing  Owner shall grant to the other Owner an easement over that portion
of its Parcel upon which the Building is not located for use as a portion of the
Common  Area.  Any  such  easements  shall  remain  in existence so long as such
Building  shall  be  in  existence.  Nothing herein contained shall be deemed to
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exercising  all  due diligence to construct its Building within its Parcel.  All
of  the  costs  and  expenses  of  granting  such  easements,  including without
limitation,  any  attorneys'  fees incurred in connection therewith by the other
Owner,  and of improving the portion of the constructing Owner's Parcel which is
to  be used as a portion of the Common Area so as to integrate such portion into
the  Common  Area  shall  be  borne  solely  by  the  constructing  Owner.

                                   ARTICLE XI

                           TERMINATION AND AMENDMENT

11.1     Duration.

     This Declaration shall be effective as of the date of Recordation and shall
continue  in  full  force  and  effect  for  ninety-nine (99) years or until the
expiration  or  earlier  termination  of the Ground Lease, whichever is earlier.
Thereafter,  this  Declaration  shall  be  automatically extended for successive
periods  of  ten (10) years each, unless an instrument signed by all then Owners
of  the  Parcels,  and consented to by their Mortgagees, is duly Recorded, which
Recordation  shall  occur  at  least  one  (l) year prior to the end of any such
period  for  the purpose of terminating or amending this Declaration in whole or
in  part,  or  with respect to the application of this Declaration to any Parcel
existing  at  that  time.  Upon  termination of this Declaration, all rights and
privileges  derived from, and all duties and obligations created and imposed by,
the provisions of this Declaration, shall terminate and have no further force or
effect;  provided,  however,  that the termination of this Declaration shall not
limit  or  affect  any remedy at law or in equity of any Owner against any other
Owner  with  respect  to  any liability or obligation arising or to be performed
under  this  Declaration  prior  to  the  date  of  such  termination.

11.2     Amendments.

     The provisions of this Declaration may be modified or amended only upon the
agreement  of Owners (including, as applicable, Declarant) who own a majority of
the  Parcel  Area.  Notwithstanding the foregoing, any modification or amendment
to  this  Declaration shall comply with the following: (1) any such modification
or  amendment  must  be  within the general spirit and overall intention of this
Declaration,  (2)  prior  to  any such modification or amendment Declarant shall
obtain the approval of any governmental agency to such modification or amendment
where  such  approval  is  required  by  such  governmental  agency,  (3)  any
modification  or amendment shall not provide for any type of Improvements or use
presently  specifically prohibited by this Declaration, (4) such modification or
amendment shall not materially adversely affect any Owner (or the Declarant), or
its  rights,  duties  and  privileges specified in this Declaration, without the
written  consent of such Owner and any Mortgagee of such Owner, and (5) any such
modification  or  amendment  shall not increase an Owner's pro-rata share of the
Common  Expenses  without the written consent of such Owner and any Mortgagee of
such  Owner.  No  such  modification  or  amendment shall be effective until the
Owners  have  been  given  thirty (30) days prior written notice of the proposed
change  and  a proper instrument in writing has been executed, acknowledged, and
Recorded.  Notwithstanding the foregoing, any such amendment or modification, to
be effective, must also be approved in writing by (a) the affected Mortgagees if
such amendment or modification would either (i) affect the protection and rights
of  such


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Mortgagees  as  set  forth  in  Article  XII  below,  (ii)  change the method of
calculating Owner's respective proportionate shares of Common Expenses, or (iii)
affect  the  validity  of  such  Mortgagee's  security.

11.3     Termination  of  Declarant's  Interest.

     Declarant's  right  to  enforce  the  provisions  of this Declaration shall
continue  for  so  long  as  Declarant  owns any Parcel; provided, however, that
Declarant  shall  be  entitled, at any earlier time, by an instrument in writing
executed  and  acknowledged  and  Recorded, to terminate in whole or in part its
right  to  enforce  the  provisions  of  this  Declaration.

                                   ARTICLE XII

                               RIGHTS OF LENDERS

12.1     Priority  of  Lien  of  Mortgage.

     This  Declaration  shall  be and remain senior in priority to all Mortgages
hereafter  executed  upon  the  Project,  any  Parcel  or  any  portion thereof;
provided,  however,  that no breach of the covenants, conditions or restrictions
herein  contained  or foreclosure of any lien herein created for Common Expenses
shall  affect,  impair, defeat or render invalid the lien, charge or priority of
any  Mortgage  made  in  good  faith  and for value encumbering any Parcel.  Any
Mortgagee or other Owner whose title to a Parcel is derived through foreclosure,
trustee's  sale  or deed in lieu of foreclosure, shall take title to such Parcel
subject  to,  and  shall  be  bound  by,  all  the  covenants,  conditions  and
restrictions  set  forth  in  this  Declaration.

12.2     Notice  of  Default.

     Each  Mortgagee,  upon  filing a written request for such notification with
Declarant,  is entitled to written notification from Declarant of any default by
the  Owner  of  such  Parcel  or  Building  in the performance of the applicable
Owner's  obligations  under  this Declaration, which default is not cured within
thirty  (30)  days  after Declarant gives written notice thereof to such Owner.

12.3     Request  for  Notice.

     No Mortgagee shall be entitled to receive any notice which this Declaration
requires Declarant to give to such Mortgagee unless and until such Mortgagee has
delivered  to  Declarant  a  written  request for such notice.  Such request for
notice  shall state which Parcel or Improvement is encumbered by its mortgage or
subject  to a ground lease.  Notwithstanding the foregoing or anything contained
in  this  Declaration,  any  Mortgagee  where  Declarant  is  mortgagor  shall
automatically be entitled to receive any notice or other information or material
which  this  Declaration  requires  to  be given to Declarant, without a written
request for such notice, so long as the mortgage includes a notice provision for
the  Mortgagee.  A  Mortgagee's  rights pursuant to this Declaration, including,
without  limitation,  the priority of the lien of its mortgage over the lien for
Common  Expenses  levied  by  Declarant  hereunder  shall not be affected by the
failure  to  request such notice.  Any request for notice delivered to Declarant
and  the  automatic  notice


                             EXHIBIT P - Page - 29-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
provisions  hereof  shall  remain  effective  without  any further action by the
requesting  Person  for  so  long  as  the requesting Person continues to be the
Mortgagee,  with  respect to the Parcel or Improvement for which the request for
notice  was  given.

12.4     Curing  Defaults.

     A  Mortgagee  or  the  immediate transferee of such Mortgagee, who acquires
title by judicial foreclosure, a deed in lieu of foreclosure or trustee sale, or
otherwise,  shall  not be obligated to cure any breach of the provisions of this
Declaration  which  occurred  before  such  Mortgagee or transferee acquired the
title  to  a  Parcel  if (a) such breach is noncurable or of a type which is not
practical  or  feasible  to  cure, and (b) such Mortgagee did not have notice of
such a breach at the time it acquired a lien or security interest in the Parcel.


12.5     Availability  of  Documents.

     Declarant  shall  make available to Owners and Mortgagees current copies of
the  Controlling  Documents.  "Available"  means  available for inspection, upon
request,  during  normal business hours or under other reasonable circumstances.


12.6     Conflicts.

     In  the event of any conflict between any of the provisions of this Article
XII  and any of the other provisions of this Declaration, the provisions of this
Article  XII  shall  control.

                                  ARTICLE XIII

             WAIVER OF JURY TRIAL, ARBITRATION, LITIGATION EXPENSES

13.1     WAIVER  OF  TRIAL  BY  JURY.

     ANY  LITIGATION  COMMENCED  BY  ANY OWNER AGAINST ANY OTHER OWNER RESULTING
FROM  ANY  BREACH  OR  ALLEGED  BREACH OF THE TERMS OF THIS DECLARATION SHALL BE
TRIED WITHOUT A JURY AND ANY SUCH OWNER SHALL BE DEEMED TO HAVE WAIVED ANY RIGHT
TO  A  TRIAL  BY  JURY.

13.2     Arbitration.

          13.2.1.     General  Submittals  to  Arbitration.  Notwithstanding
                       ------------------------------------
anything  to  the  contrary  contained in this Declaration, the submittal of all
matters  to arbitration in accordance with the terms of this Section 13.2 is the
sole  and  exclusive  method, means and procedure to resolve any and all claims,
disputes  or  disagreements  arising  under  this Declaration, except for claims
which (A) seek anything other than enforcement of rights under this Declaration,
or  (B)  which  are primarily founded upon matters of fraud, willful misconduct,
bad  faith  or  any  other allegations of tortious action, and seek the award of
punitive or exemplary damages, which disputes shall be resolved by suit filed in
the  Superior  Court  of  Los  Angeles County, California, the decision of which
court  shall  be  subject  to  appeal  pursuant  to  applicable  law.


                             EXHIBIT P - Page - 30-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          13.2.2.     JAMS.  Any  dispute  to  be  arbitrated  pursuant  to the
                       ----
provisions  of  this  Section  13.2  shall  be determined by binding arbitration
before  a  retired  judge  of the Superior Court of the State of California (the
"Arbitrator")  under  the auspices of Judicial Arbitration & Mediation Services,
Inc. ("JAMS").  Such arbitration shall be initiated by the parties, or either of
them,  within  ten  (10)  days  after  either  party  sends  written notice (the
"Arbitration  Notice")  of a demand to arbitrate by registered or certified mail
to  the  other  party  and  to  JAMS.  The  Arbitration  Notice  shall contain a
description  of  the subject matter of the arbitration, the dispute with respect
thereto,  the  amount  involved, if any, and the remedy or determination sought.
The  parties  may  agree  on  a retired  judge from the JAMS panel.  If they are
unable to promptly agree, JAMS will provide a list of three available judges and
each  party  may  strike one.  The remaining judge (or if there are two, the one
selected by JAMS) will serve as the Arbitrator.  In the event that JAMS shall no
longer  exist  or if JAMS fails or refuses to accept submission of such dispute,
then  the  dispute  shall be resolved by binding arbitration before the American
Arbitration  Association  ("AAA")  under  the AAA's commercial arbitration rules
then  in  effect.

          13.2.3.     Arbitration  Procedure.
                       ----------------------

               13.2.3.1     Pre-Decision  Actions.  The  Arbitrator  shall
                             ---------------------
schedule a pre-hearing conference to resolve procedural matters, arrange for the
exchange  of  information,  obtain  stipulations,  and  narrow  the issues.  The
parties  will  submit  proposed  discovery  schedules  to  the Arbitrator at the
pre-hearing  conference.  The scope and duration of discovery will be within the
sole  discretion of the Arbitrator.  The Arbitrator shall have the discretion to
order  a  pre-hearing exchange of information by the parties, including, without
limitation,  production  of  requested  documents,  exchange  of  summaries  of
testimony  of  proposed  witnesses, and examination by deposition of parties and
third-party witnesses.  This discretion shall be exercised in favor of discovery
reasonable  under  the  circumstances.

               13.2.3.2     The  Decision.  The  arbitration shall be conducted
                             -------------
in  Los  Angeles,  California.  Any party may be represented by counsel or other
authorized  representative.  In  rendering  a  decision(s), the Arbitrator shall
determine the rights and obligations of the parties according to the substantive
and  procedural  laws of the State of California and the terms and provisions of
this  Declaration.  The  Arbitrator's  decision  shall  be based on the evidence
introduced  at  the  hearing,  including  all  logical and reasonable inferences
therefrom.  The  Arbitrator  may make any determination, and/or grant any remedy
or  relief  that  is  just  and  equitable.  The  decision must be based on, and
accompanied by, a written statement of decision explaining the factual and legal
basis  for  the  decision  as to each of the principal controverted issues.  The
decision  shall be conclusive and binding, and it may thereafter be confirmed as
a  judgment  by  the  Superior Court of the State of California, subject only to
challenge  on  the  grounds  set forth in the California Code of Civil Procedure
Section 1286.2.  The validity and enforceability of the Arbitrator's decision is
to be determined exclusively by the California courts pursuant to the provisions
of  this  Declaration.  The  Arbitrator  may  award  costs,  including  without
limitation  attorneys'  fees,  and  expert  and witness costs, to the prevailing
party,  if  any,  as  determined  by  the  Arbitrator  in  his  discretion.  The
Arbitrator's  fees  and  costs  shall  be  paid  by  the non-prevailing party as
determined  by  the  Arbitrator  in  his  discretion.  A  party  shall  be
determined  by the Arbitrator to be the prevailing party if its proposal for the
resolution  of  dispute  is  the  closer  to  that  adopted  by the Arbitrator.


                             EXHIBIT P - Page - 31-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
13.3     Attorney's  Fees  and  Costs.

     If  any  Owner,  Occupant  or  Declarant brings an action against any other
Owner,  Occupant  or Declarant by reason of a breach or alleged violation of any
covenant,  term or obligation of this Declaration, or for the enforcement of any
provision  of this Declaration or otherwise arising out of this Declaration, the
prevailing  party  in  such  action  shall  be  entitled to its cost of suit and
reasonable attorneys' fees, which shall be made part of any judgment rendered in
such  action.  For  the purposes of this Declaration, the term "attorneys' fees"
shall  mean  the  fees  and expenses of counsel to the parties hereto, which may
include  post-judgment  motions,  contempt  proceedings,  garnishment,  levy and
debtor  and  third-party  examinations,  discovery,  bankruptcy,  litigation,
printing,  photostating, duplicating and other expenses, air freight charges and
fees billed for law clerks, paralegals and other persons not admitted to the bar
but performing services under the supervision of an attorney, all of which shall
be  deemed  to  have  accrued  upon  the  commencement  of  such  action.

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

14.1     Constructive  Notice  and  Acceptance.

     Every  Person  who  now  or  hereafter owns or acquires any right, title or
interest  in  or  to  any  portion  of the Project or any Parcel is and shall be
conclusively  deemed  to have consented and agreed to every covenant, condition,
restriction  and  provision  contained  in  this Declaration, whether or not any
reference  to  this  Declaration  is  contained  in the instrument by which such
Person  acquired  an  interest  in  the  Project.

14.2     Declarant's  Rights  Under  Other  Documents.

     Nothing herein contained shall prejudice or diminish in any way Declarant's
rights  under any other documents which may be subsequently Recorded against all
or  any  portions  of  the  Project.

14.3     Land  Use  Matters.

     Declarant  shall  retain the right, in its sole discretion, for the benefit
of  the  Parcels  of  which  Declarant or an affiliate of Declarant then retains
ownership  or  for  the  benefit  of all or any other portion of the Project, to
apply  for,  obtain, prepare, change, amend, supplement, modify or terminate any
Governmental  Requirement or any Controlling Document.  Each Owner, by accepting
its  deed or assignment of lease or by executing a sublease, as the case may be,
and  each Occupant, by accepting the right to occupy a Parcel, agrees to support
the  general plan of improvement and development of the Project, as from time to
time  conceived,  determined, amended, modified or supplemented by Declarant and
affiliates  of  Declarant,  and further agrees that it will cooperate with, take
all  steps  required  of  it  to  accomplish  the  foregoing  and  not


                             EXHIBIT P - Page - 32-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
oppose  or  interfere in any fashion (including, without limitation, by speaking
out  at  public  hearings)  with  Declarant's (or such affiliate of Declarant's)
efforts  to  complete development of the Project (including, without limitation,
ingress  and  egress  through  lands  immediately  adjacent  to  the  Project).

14.4     Notices.

          14.4.1     Except as otherwise expressly provided in this Declaration
or  required  by  law,  all  notices,  consents,  requests,  demands, approvals,
authorizations  and  other  communications (each a "Notice") provided for herein
shall  be  in  writing  and  shall  be  (A)  sent  by United States certified or
registered  mail,  postage  prepaid,  return  receipt  requested  ("Mail");  (B)
transmitted  by telecopy, if such telecopy is promptly followed by a Notice sent
by  Mail;  (C)  delivered  by  a nationally recognized overnight courier, or (D)
delivered  personally.  Any  Notice shall be sent, transmitted, or delivered, as
the  case may be, to the intended party at its last known address.  For purposes
of  this Section 14.4, "last known address" with respect to any Owner shall mean
such  Owner's  address  supplied  by  such Owner to Declarant.  If no address is
supplied,  then  such  Owner's  address shall be deemed to be the address of any
Parcel  owned by such Owner.  If personally delivered, then such Notice shall be
effective  upon delivery.  If sent by telex or fax transmission or other form of
electronic  transmission,  then such Notice shall be effective upon transmission
(if  prior  to  6:00  p.m. in the recipient's time zone; but if after 6:00 p.m.,
then  such Notice shall be effective at 9:00 a.m. on the next business day after
such  transmission).  If  mailed,  then such Notice shall be deemed given on the
third  day  after  it is deposited in the mail in accordance with the foregoing.
Any correctly addressed Notice that is refused, unclaimed or undelivered because
of  an  act  or  omission  of the party to be notified shall be considered to be
effective  as  of  the  first  date  that  such Notice was refused, unclaimed or
considered  undeliverable  by  the postal authorities, messenger, officer of the
law  or  overnight  delivery  service.

          14.4.2     With  respect  to  (i)  any such notice, consent, request,
demand,  approval,  authorization  or  communication,  and  (ii) any document or
instrument (whether a Controlling Document or otherwise) given or made available
to any Owner hereunder or under any of the other Controlling Documents and which
might  concern  an  Occupant  of  such  Owner's  Parcel,  it  shall  be the sole
responsibility of such Owner to make a copy thereof available in a timely manner
to  such  Occupant.

14.5     Liberal  Construction.

     The  provisions  of  this  Declaration  shall  be  liberally  construed  to
effectuate  its  purpose.  The  failure  to  enforce  any  provision  of  this
Declaration  shall  not  constitute  a waiver of the right to thereafter enforce
such  provision  or  the  right  to  enforce  any  other  provision  hereof.

14.6     Singular  Includes  Plural.

     Whenever  the  context  of  this  Declaration  requires, the singular shall
include the plural, and vice versa, and the masculine shall include the feminine
                        ----------
and  vice  versa.
     -----------


                             EXHIBIT P - Page - 33-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
14.7     Headings.

     Section  and Article headings, where used in this Declaration, are inserted
for  convenience  only and are not intended to be a part hereof or in any way to
define,  limit  or describe the scope and intent of the particular provisions to
which  they  refer.

14.8     Effect  of  Invalidation.

     Each covenant, condition and restriction of this Declaration is intended to
be,  and  shall  be  construed  as,  independent  and  severable from each other
covenant,  condition and restriction.  If any covenant, condition or restriction
of  this  Declaration is held to be invalid by any court, the invalidity of such
covenant,  condition  or  restriction  shall  not  affect  the  validity  of the
remaining  covenants,  conditions  and  restrictions  hereof.

14.9     Cumulative  Remedies.

     Each  remedy  provided  for  in  this Declaration and/or in the Controlling
Documents  shall  be  cumulative and not exclusive.  The failure to exercise any
remedy  provided for in this Declaration or any other Controlling Document shall
not constitute a waiver of such remedy or of any other remedy provided herein or
therein.

14.10     Conflicting  Provisions.

     In  the  case  of any conflict between this Declaration or any of the other
Controlling  Documents,  this  Declaration  shall  control.


                             EXHIBIT P - Page - 34-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
14.11     Approvals.

     Any  reference  in  the Declaration to an approval by the Declarant, shall,
unless  set  forth  otherwise,  be deemed to be in Declarant's sole and absolute
discretion.

IN  WITNESS  WHEREOF, Declarant has hereunto affixed the following signatures as
of  the  date  first  above  written.

"Landlord":

                                          TISHMAN WARNER CENTER VENTURE, LLC,
                                          a California limited liability company

                                          By:   TIW INVESTMENT CORPORATION,
                                                a California corporation,
                                                Its  manager

                                                By:     . . . . . . . . . . . .
                                                   -----------------------------
                                                        Alan D. Levy,
                                                        Chief Executive Officer


                             EXHIBIT P - Page - 35-
<PAGE>
STATE  OF __________________ )
                             )  ss.
COUNTY  OF _________________ )

     On  ________________________, before me, ________________________, a Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged  to  me  that  he executed the same in his authorized capacity, and
that  by  his signature on the instrument, the person, or the entity upon behalf
of  which  the  person  acted,  executed  the  instrument.
     WITNESS  my  hand  and  official  seal.
                  ____________________________________________
                      Notary Public in and for said State


                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                            EXHIBIT "A" TO EXHIBIT P
                            ------------------------

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

                                   THE CENTER
                                   ----------
                                (To be provided)


                        EXHIBIT "A" TO EXHIBIT P - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                            EXHIBIT "B" TO EXHIBIT P
                            -------------------------

                                   SITE PLAN
                                   ----------

     (To  be  provided)


                        EXHIBIT "B" TO EXHIBIT P - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT Q
                                   ----------

                               20TH CENTURY PLAZA

                       FORM OF RECOGNITION OF COVENANTS,

                          CONDITIONS, AND RESTRICTIONS

RECORDING  REQUESTED  BY
AND  WHEN  RECORDED  MAIL  TO:
ALLEN,  MATKINS,  LECK,  GAMBLE
&  MALLORY  LLP
1999  Avenue  Of  The  Stars,  Suite  1800
Los  Angeles,  California  90067-6050
Attention:  Anton  N.  Natsis,  Esq.

================================================================================
                                                (Space Above For Recorder's Use)

                            RECOGNITION OF COVENANTS,

                          CONDITIONS, AND RESTRICTIONS

     This  Recognition  of  Covenants,  Conditions,  And  Restrictions  (this
"Agreement")  is entered into as of the ____ day of ___________ , 19____, by and
between  ("Landlord"),  and  ("Tenant"),  with reference to the following facts:

     A.     Landlord and Tenant entered into that certain Office Lease Agreement
dated  ______________  (the "Lease").  Pursuant to the Lease, Landlord leased to
Tenant  and  Tenant  leased  from  Landlord space (the "Premises") located in an
office  building on certain real property described in EXHIBIT A attached hereto
                                                       ---------
and  incorporated  herein  by  this  reference  (the  "Property").

     B.     The  Premises  are  located  in  an  office building located on real
property  which  is  part  of an area owned by Landlord containing approximately
____  (_) acres of real property (the "Project"), as more particularly described
in  EXHIBIT  B  attached  hereto  and  incorporated  herein  by this reference.
    ----------

     C.     Landlord,  as  declarant,  has  previously  recorded, or proposes to
record  concurrently  with  the  recordation of this Agreement, a Declaration of
Covenants,  Conditions, and Restrictions (the "Declaration"), dated __________ ,
19__,  in  connection  with  the  Project.

     D.      Tenant  is  agreeing  to recognize and be bound by the terms of the
Declaration,  and  the  parties  hereto  desire  to  set  forth their agreements
concerning  the  same.

     NOW,  THEREFORE,  in  consideration  of  (a) the foregoing recitals and the
mutual  agreements  hereinafter  set  forth, and (b) for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto  agree  as  follows,


                               EXHIBIT Q - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     1.     Tenant's Recognition of Declaration.  Notwithstanding that the Lease
            -----------------------------------
has  been executed prior to the recordation of the Declaration, Tenant agrees to
recognize  and  by bound by all of the terms and conditions of the Declaration.

     2.     Miscellaneous.
            -------------

     2.1     This  Agreement  shall  be binding upon and inure to the benefit of
the  parties  hereto  and  their  respective  heirs,  estates,  personal
representatives,  successors,  and  assigns.

     2.2     This  Agreement  is  made  in,  and shall be governed, enforced and
construed  under  the  laws  of,  the  State  of  California.

     2.3     This  Agreement constitutes the entire understanding and agreements
of  the  parties  with respect to the subject matter hereof, and shall supersede
and  replace  all  prior  understandings  and  agreements,  whether verbal or in
writing.  The  parties  confirm  and acknowledge that except as set forth in the
Lease  (the  provisions of which, notwithstanding, may not be construed to waive
or modify in any respect Tenant's obligations under this Agreement) there are no
other  promises,  covenants,  understandings,  agreements,  representations,  or
warranties  with  respect  to  the  subject  matter  of this Agreement except as
expressly  set  forth  herein.

     2.4     This Agreement is not to be modified, terminated, or amended in any
respect,  except  pursuant to any instrument in writing duly executed by both of
the  parties  hereto.

     2.5     In  the event that either party hereto shall bring any legal action
or  other  proceeding with respect to the breach, interpretation, or enforcement
of  this  Agreement,  or with respect to any dispute relating to any transaction
covered  by  this Agreement, the losing party in such action or proceeding shall
reimburse  the  prevailing party therein for all reasonable costs of litigation,
including  reasonable attorneys' fees, in such amount as may be determine by the
court  of  other  tribunal  having  jurisdiction,  including matters on appeal.

     2.6     All  captions  and  heading  herein are for convenience and ease of
reference  only,  and  shall not be used or referred to In any way in connection
with  the  interpretation  or  enforcement  of  this  Agreement.

     2.7     If  any  provision of this Agreement, as applied to any party of to
any  circumstance, shall be adjudged by a court of competent jurisdictions to be
void  or  unenforceable  for  any  reason,  the  same shall not affect any other
provision  of  this  Agreement,  the  application  of  such  provision  under
circumstances  different  form  those  adjudged by the court, or the validity or
enforceability  of  this  Agreement  as  a  whole.

     2.8     Time  is  of  the  essence  of  this  Agreement.

     2.9     The  Parties  agree  to execute any further documents, and take any
further  actions, as may be reasonable and appropriate in order to carry out the
purpose  and  intent  of  this  Agreement.


                               EXHIBIT Q - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     2.10     As  used herein, the masculine, feminine or neuter gender, and the
singular and plural numbers, shall each be deemed to include the others whenever
and  whatever  the  context  so  indicates.


                               EXHIBIT Q - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                        SIGNATURE PAGE OF RECOGNITION OF

                     COVENANTS, CONDITIONS, AND RESTRICTIONS

     IN  WITNESS WHEREOF, the parties hereto have duly executed this Lease as of
the  day  and  year  first  above  written.

                                          "Landlord"


                                                                         ,
                                          -------------------------------
                                          a
                                           -------------------------------

                                          By:
                                             -----------------------------
                                            Its:
                                                --------------------------


                                          "Tenant":

                                                                         ,
                                          -------------------------------
                                          a
                                           -------------------------------

                                          By:
                                             -----------------------------
                                            Its:
                                                --------------------------


<PAGE>
STATE  OF __________________ )
                             )  ss.
COUNTY  OF _________________ )

On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.
WITNESS  my  hand  and  official  seal.
                  ____________________________________________
                      Notary Public in and for said State


STATE  OF __________________ )
                             )  ss.
COUNTY  OF _________________ )

On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.
WITNESS  my  hand  and  official  seal.
                  ____________________________________________
                      Notary Public in and for said State


                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                               20TH CENTURY PLAZA

                                  OFFICE LEASE

                             6301 OWENSMOUTH AVENUE

--------------------------------------------------------------------------------
NOTE:  TENANT  IS NOT REQUIRED TO NOTIFY LANDLORD THAT TENANT ELECTS TO EXERCISE
ITS  EXTENSION  OPTION(S)  UNTIL  THIRTY  (30) DAYS AFTER TENANT'S RECEIPT OF AN
"EXTENSION  REMINDER  NOTICE"  FROM  LANDLORD  (SEE  SECTION  2.3.3).
                                                     --------------
--------------------------------------------------------------------------------

                       TISHMAN WARNER CENTER VENTURE, LLC,
                     A CALIFORNIA LIMITED LIABILITY COMPANY,
                                  as Landlord,

                                       and

                            20TH CENTURY INDUSTRIES,
                            A CALIFORNIA CORPORATION,
                                   as Tenant.


                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                               20TH CENTURY PLAZA

                       SUMMARY OF BASIC LEASE INFORMATION

     The  undersigned  hereby  agree  to  the following terms of this Summary of
Basic  Lease  Information  (the "Summary").  This Summary is hereby incorporated
into  and  made  a  part of the attached Office Lease (the "Office Lease") which
pertains  to  the  "Project," as that term is defined in the Office Lease, to be
known  as  "20TH  CENTURY  PLAZA"  located  in Woodland Hills, California.  This
Summary and the Office Lease are collectively referred to herein as the "LEASE".
Each  reference  in  the Office Lease to any term of this Summary shall have the
meaning  set  forth  in  this Summary for such term.  In the event of a conflict
between  the terms of this Summary and the Office Lease, the terms of the Office
Lease  shall  prevail.  Any  capitalized  terms  used  herein  and not otherwise
defined  herein  shall  have  the  meanings  set  forth  in  the  Office  Lease.

<TABLE>
<CAPTION>
<S>                            <C>          <C>
TERMS OF LEASE

(References are to the Office Lease)        DESCRIPTION
------------------------------------------  -------------------------------------
1.   Date:                                  April 8, 1998.

2.   Landlord:                              TISHMAN WARNER CENTER
                                            VENTURE, LLC, a California
                                            limited liability company

3.   Tenant:                                20TH CENTURY INDUSTRIES, a
                                            California corporation.

4.   Premises (ARTICLE 1).
               ---------
     4.1  Building Address                  6301 Owensmouth Avenue,
                                            Woodland Hills, California  91367

     4.2  Premises:                         A total of 227,653 rentable square
                                            feet of space in the Building as
                                            described in SECTION 1.1 of the Office
                                                         -----------
                                            Lease.

5.   Lease Term (ARTICLES 1 and 2).

     5.1  Length of Term:                   Approximately sixteen (16) years,
                                            eight (8) months (which length of term
                                            will be adjusted to the extent the Lease
                                            Expiration Date actually occurs on a
                                            date other than the anticipated Lease
                                            Expiration Date).


<PAGE>
     5.2  Lease Commencement Date:          The date set forth in Section 1 of this
                                            Summary.

     5.3  Lease Expiration Date:            Concurrent with the "Lease
                                            Expiration Date", as defined in that
                                            certain lease (the "Adjacent Building
                                            Lease") between Tenant and
                                            Landlord, dated of even date
                                            herewith, with respect to the
                                            "Adjacent Building", as that term is
                                            defined in Section 1.2 of this Lease
                                            (which Lease Expiration Date is
                                            anticipated to be November 30, 2014).

6.   Base  Rent  (ARTICLE  3):
                  ----------

                               Annual
                               Annual                 Rental Rate per
                               Rentable Square Foot
Date of Lease Term             Base Rent              of the Premises
-----------------------------  ---------------------  ----------------
Lease Commencement Date        $        4,712,417.00  $          20.70
through the "Lease
Commencement Date," as
defined in the Adjacent
Building Lease

"Lease Commencement Date,"     $        4,951,452.75  $          21.75
as defined in the Adjacent
Building Lease through the
date which is ten (10) years
after the "Lease
Commencement Date" as
defined in the Adjacent
Building Lease

The date which is ten (10)     $        5,884,830.05  $          25.85
years after the "Lease
Commencement Date" as
defined in the Adjacent
Building Lease through the
Lease Expiration Date


                                      -2-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
(Note  that  Tenant  is  to  receive a credit against Base Rent in the amount of
$300,000.00  with  respect  to  the  month  of  January,  1999.)

7.   Additional  Rent  (ARTICLE  3).
                        ----------

     7.1  Tenant's  Share:                  98.9%.

     7.2  Annual Direct Expense Allowance:  $8.00 per rentable square foot of
                                            the  Building.

8.   Security  Deposit:                     None.

9.   Parking Pass Ratio (ARTICLE 18):       Seven Hundred and Sixty (760) parking
                         ----------
                                            passes, subject to the terms of
                                            ARTICLE 18 of the Office Lease.
                                            ----------

10.  Address of Tenant (SECTION 19.5):     20th Century Industries
                                           6301 Owensmouth Avenue, #730
                                           Woodland Hills, California 91367
                                           Attention: Administrative Services

                                           with a copy to:

                                           Ervin, Cohen & Jessup
                                           9401 Wilshire Boulevard, 9th Floor
                                           Beverly Hills, California  90212
                                           Attention:  David P. Kassoy, Esq.

                                           (Prior to and After Lease
                                           Commencement  Date)

11.  Broker(s)  (ARTICLE  14):             Tishman International Companies
                 -----------               10900  Wilshire  Boulevard,  Suite  510
                                           Los  Angeles,  California  90024

                                           and

                                           Travers  Realty  Corporation
                                           550  South  Hope  Street,  Suite  2600
                                           Los  Angeles,  California  90071


                                      -3-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
12.  Storage  Area  (ARTICLE  4)
                     ----------
                                          Dead Storage Annual
     Date of Lease Term                       Rental Rate
     ------------------                       -----------

  Lease Commencement Date                      $10.38
    through the "Lease
  Commencement Date," as
  defined in the Adjacent
       Building Lease

  "Lease Commencement Date,"                   $12.00
  as defined in the Adjacent
  Building Lease through the
 date which is ten (10) years
     after the "Lease
    Commencement Date" as
   defined in the Adjacent
       Building Lease

 The date which is ten (10)                   $15.00
  years after the "Lease
  Commencement Date" as
 defined in the Adjacent
Building Lease through Lease
      Expiration Date
</TABLE>


                                      -4-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
The  foregoing  terms  of  this  Summary  are  hereby  agreed to by Landlord and
Tenant.

                                          "Landlord"

                                          TISHMAN WARNER CENTER VENTURE, LLC,
                                          a California limited liability company

                                          By:   TIW INVESTMENT CORPORATION,
                                                a corporation, Manager

                                                By:
                                                   -----------------------------
                                                        Alan D. Levy
                                                        Chief Executive Officer

                                          "Tenant":

                                          20TH  CENTURY  INDUSTRIES,
                                          a  California  corporation

                                          By:
                                              ----------------------------------
                                                   William L. Mellick,
                                                   President and Chief
                                                   Executive Officer

                                          By:
                                              ---------------------------------
                                                   William G. Crain,
                                                   Vice President


                                      -5-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS


 ARTICLE     SUBJECT MATTER                                  PAGE
 -------     --------------                                  ----
<S>         <C>                                              <C>
ARTICLE 1.   PREMISES, BUILDING, PROJECT AND
             COMMON AREAS. . . . . . . . . . . . . . . . . . . .1
ARTICLE 2.   LEASE TERM . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 3.   RENT . . . . . . . . . . . . . . . . . . . . . . .10
ARTICLE 4.   STORAGE SPACE . . . . . . . . . . . . . . . . . . 10
ARTICLE 5.   USE OF PREMISES . . . . . . . . . . . . . . . . . 10
ARTICLE 6.   MAINTENANCE, REPAIRS, ADDITIONS
             AND ALTERATIONS. . . . . . . . . . . . . . . . . .10
ARTICLE 7.   INSURANCE . . . . . . . . . . . . . . . . . . . . 10
ARTICLE 8.   DAMAGE AND DESTRUCTION . . . . . . . . . . . . . .10
ARTICLE 9.   PERSONAL PROPERTY TAX . . . . . . . . . . . . . . 10
ARTICLE 10   SERVICES AND UTILITIES . . . . . . . . . . . . . .10
ARTICLE 11   ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . 10
ARTICLE 12   DEFAULTS; REMEDIES . . . . . . . . . . . . . . . .10
ARTICLE 13   CONDEMNATION . . . . . . . . . . . . . . . . . . .10
ARTICLE 14   BROKERS . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE 15   LANDLORD'S LIABILITY . . . . . . . . . . . . . . .10
ARTICLE 16   REASONABLENESS AND GOOD FAITH . . . . . . . . . . 10
ARTICLE 17   INTENTIONALLY OMITTED . . . . . . . . . . . . . . 10
ARTICLE 18   TENANT PARKING . . . . . . . . . . . . . . . . . .10
ARTICLE 19   MISCELLANEOUS PROVISIONS . . . . . . . . . . . . .10

EXHIBITS
--------

A . . . . . . . . . . . . . . . OUTLINE OF FLOORS OF THE PREMISES
B . . . . . . . . . . . . . . . . . . . . . . .OUTLINE OF PROJECT
C . . . . . . . . . . . . . . . . . . . . . . .TENANT WORK LETTER
D . . . . . . . . . . . . . . . . . . .NOTICE OF LEASE TERM DATES
E . . . . . . . . . . . . . . . . . . . . . RULES AND REGULATIONS
F . . . . . . . . . . . . . . . . . . . . . .ESTOPPEL CERTIFICATE
G . . . . . . . . . . . . . . . . . . . .OUTLINE OF STORAGE AREAS
H . . . . . . . . . . . . . . . . . . . . . INTENTIONALLY OMITTED
I . . . . . . . . . . . . . . . . . . . JANITORIAL SPECIFICATIONS
J . . . . .SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT
K . . . . . . . . . . . . . . . . . . . . . INTENTIONALLY OMITTED
L . . . . . . . . . . . . . . . . . . . . . INTENTIONALLY OMITTED
M . . . . . . . . . . . . . . . . . . . . . . SHORT FORM OF LEASE
N . . . . . . . . . . . . . . . . . . . . . .TERMINATION OF LEASE
O . . . . . . . . . . . . . . . . . . . . . . . .TENANT'S SIGNAGE
P . . . . . . . . . . . . . . . . . . . . . . . . .FORM OF CC&R'S
Q . . . . . . . . . . . . . . . . . FORM OF RECOGNITION OF CC&R'S


                                      -6-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                          INDEX OF MAJOR DEFINED TERMS

DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . .PAGE
-------------                                                ----

12-Month Period . . . . . . . . . . . . . . . . . . . . . . . .36
15-Month Period . . . . . . . . . . . . . . . . . . . . . . . .37
AAA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .77, 31
Access Areas . . . . . . . . . . . . . . . . . . . . . . . . . 48
Actual Cost . . . . . . . . . . . . . . . . . . . . . . . . . .45
Adjacent Building . . . . . . . . . . . . . . . . . . . . . . . 1
After-Hours HVAC . . . . . . . . . . . . . . . . . . . . . . . 45
Alterations . . . . . . . . . . . . . . . . . . . . . . . . . .24
Annual Storage Rent . . . . . . . . . . . . . . . . . . . . . .20
Arbitration Notice . . . . . . . . . . . . . . . . . . . . . . 76, 31
Arbitrator . . . . . . . . . . . . . . . . . . . . . . . . . . 76, 31
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Base Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Basic Number . . . . . . . . . . . . . . . . . . . . . . . . . 60
Best's Rating . . . . . . . . . . . . . . . . . . . . . . . . .30
Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . .59
Building . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Building Hours . . . . . . . . . . . . . . . . . . . . . . . . 42
Casualty . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
CC&Rs . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Common Areas . . . . . . . . . . . . . . . . . . . . . . . . . .2
Comparable Relocation Space . . . . . . . . . . . . . . . . . .47
Compliance Obligations . . . . . . . . . . . . . . . . . . . . 73
Construction Period . . . . . . . . . . . . . . . . . . . . . .60
Coverage Item . . . . . . . . . . . . . . . . . . . . . . . . .30
Damaged Area . . . . . . . . . . . . . . . . . . . . . . . . . 34
Deductible Percentage . . . . . . . . . . . . . . . . . . . . .29
Earthquake Insurance . . . . . . . . . . . . . . . . . . . . . 29
Earthquake Self-Insurance . . . . . . . . . . . . . . . . . . .30
Emergency Generator . . . . . . . . . . . . . . . . . . . . . .49
Estimate Statement . . . . . . . . . . . . . . . . . . . . . . 17
Estimated Additional Rent . . . . . . . . . . . . . . . . . . .18
Estimated Completion Date . . . . . . . . . . . . . . . . . . .35
Exercise Notice . . . . . . . . . . . . . . . . . . . . . . . . 5
Extension Option Reminder Notice . . . . . . . . . . . . . . . .5
Financial Requirements . . . . . . . . . . . . . . . . . . . . 30
Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . .71
Funding Notice . . . . . . . . . . . . . . . . . . . . . . . . 39
Funding Refusal Notice . . . . . . . . . . . . . . . . . . . . 39


                                      -7-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Gross-Up Adjustment . . . . . . . . . . . . . . . . . . . . . .10
Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Hourly Charge . . . . . . . . . . . . . . . . . . . . . . . . .45
HVAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Includable Deducted Sums . . . . . . . . . . . . . . . . . . . 24
Insurance Shortfall . . . . . . . . . . . . . . . . . . . . . .40
Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . .73
JAMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76, 31
Landlord . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Landlord Parties . . . . . . . . . . . . . . . . . . . . . . . 27
Landlord's Termination Period . . . . . . . . . . . . . . . . .40
Lapse Date . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Lease Commencement Date . . . . . . . . . . . . . . . . . . . . 3
Lease Expiration Date . . . . . . . . . . . . . . . . . . . . . 3
Lease Term . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Monument Signage . . . . . . . . . . . . . . . . . . . . . . . 68
Nondisturbance Agreement . . . . . . . . . . . . . . . . . . . 65
Notice of Termination . . . . . . . . . . . . . . . . . . . . .39
Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .63
Option Rent . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Option Rent Notice . . . . . . . . . . . . . . . . . . . . . . .6
Original Tenant . . . . . . . . . . . . . . . . . . . . . . . . 4
Outside Agreement Date . . . . . . . . . . . . . . . . . . . . .6
Parking Structure . . . . . . . . . . . . . . . . . . . . . . . 2
Permitted User . . . . . . . . . . . . . . . . . . . . . . . . 68
Premises Obligations . . . . . . . . . . . . . . . . . . . . . 22
Prior Lease . . . . . . . . . . . . . . . . . . . . . . . . . .77
Proposition 13 . . . . . . . . . . . . . . . . . . . . . . . . 15
Provider . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Recognition Agreement . . . . . . . . . . . . . . . . . . . . .54
Relocated Space . . . . . . . . . . . . . . . . . . . . . . . .36
Renewal Concessions . . . . . . . . . . . . . . . . . . . . . . 4
Renewal Option Right . . . . . . . . . . . . . . . . . . . . . .4
Renewal Option Term . . . . . . . . . . . . . . . . . . . . . . 4
Repair Certificate . . . . . . . . . . . . . . . . . . . . . . 35
Repair Cost . . . . . . . . . . . . . . . . . . . . . . . . . .38
Replacement Cost . . . . . . . . . . . . . . . . . . . . . . . 29
Review Period . . . . . . . . . . . . . . . . . . . . . . . . .18
Riser Areas . . . . . . . . . . . . . . . . . . . . . . . . . .24
Self-Insurance Gross-Up . . . . . . . . . . . . . . . . . . . .30
Self-Insurance Notice . . . . . . . . . . . . . . . . . . . . .32
Self-Insuring Party . . . . . . . . . . . . . . . . . . . . . .32


                                      -8-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Specifications . . . . . . . . . . . . . . . . . . . . . . . . 68
Standard Tenant Services . . . . . . . . . . . . . . . . . . . 42
Statement . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Stop Year . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Storage Area . . . . . . . . . . . . . . . . . . . . . . . . . 19
Subject Space . . . . . . . . . . . . . . . . . . . . . . . . .50
Submittal Date . . . . . . . . . . . . . . . . . . . . . . . . .4
Successor Entity . . . . . . . . . . . . . . . . . . . . . . . 68
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Taking . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Tenant Parties . . . . . . . . . . . . . . . . . . . . . . . . 27
Tenant Repair Option . . . . . . . . . . . . . . . . . . . . . 37
Tenant Termination Notice . . . . . . . . . . . . . . . . . . .36
Tenant's Determination Period . . . . . . . . . . . . . . . . . 6
Tenant's Signage . . . . . . . . . . . . . . . . . . . . . . . 68
Transfer Costs . . . . . . . . . . . . . . . . . . . . . . . . 52
Transfer Notice . . . . . . . . . . . . . . . . . . . . . . . .50
Transferee . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Uninsured Shortfall . . . . . . . . . . . . . . . . . . . . . .39
Usable Condition . . . . . . . . . . . . . . . . . . . . . . . 34
Warner Center . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>

                                  OFFICE LEASE

     This  Office  Lease,  which  includes  the preceding Summary of Basic Lease
Information  (the  "SUMMARY")  attached  hereto  and incorporated herein by this
reference  (the  Office Lease and Summary are collectively referred to herein as
the "LEASE"), dated as of the date set forth in SECTION 1 of the Summary is made
                                                ---------
by  and  between  TISHMAN  WARNER  CENTER  VENTURE,  LLC,  a  California limited
liability  company  ("LANDLORD"),  and  20TH  CENTURY  INDUSTRIES,  a California
corporation  ("TENANT").

                                    ARTICLE 1

                  PREMISES, BUILDING, PROJECT AND COMMON AREAS


     1.1     The  Premises.  The  "Premises" consists of the entirety of each of
             -------------
the  second (2nd) through seventh (7th) floors of the "Building" as that term is
defined in SECTION 1.2, below, and all of the occupiable area of the first (1st)
           -----------
(ground)  floor  of  the  Building,  for  a total of seven (7) full floors.  The
number  of  rentable  square  feet  and  usable square feet of each floor of the
Premises  and  for  each  floor  of  the  entire  Building is as provided below.


                                      -9-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
<TABLE>
<CAPTION>
<S>                                          <C>
                     Floor                   Rentable Square Feet
                     -----                   --------------------
                       1                             22,382
                       2                             23,452
                       3                             25,236
                       4                             25,331
                       5                             25,331
                       6                             25,394
                       7                             25,394
                       8                             25,458
                       9                             25,458
                       10                            25,521
                       11                            24,925

          INITIAL PREMISES TOTAL                    172,520
               BUILDING TOTAL                       273,882
</TABLE>

Upon and subject to the terms, covenants and conditions hereinafter set forth in
this  Lease,  Landlord  hereby  leases  to  Tenant and Tenant hereby leases from
Landlord  the  Premises.  The most current outline of each floor of the Premises
is  set  forth  in  EXHIBIT  A  attached  hereto.
                    ----------

     1.2     The  Building  and  The  Project.  The  Premises  are a part of the
             --------------------------------
building set forth in SECTION 4.1 of the Summary (the "BUILDING").  The Building
                      -----------
shall be constructed by Landlord in accordance with the terms of the Tenant Work
Letter,  and  shall  be  part  of  an office project to be known as 20th Century
Plaza,  consisting  of  the Building and the additional existing office building
located  at  6301  Owensmouth  Avenue,  Woodland  Hills,  California  91367 (the
"ADJACENT BUILDING").  The term "Project," as used in this Lease, shall mean (i)
the  Building,  the  Adjacent  Building  and the "Common Areas," as that term is
defined in SECTION 1.3 below, (ii) the land (which is improved with landscaping,
           -----------
parking facilities and other improvements) upon which the Building, the Adjacent
Building  and  the Common Areas are located, and (iii) at Landlord's discretion,
any  additional  improvements added thereto pursuant to the terms of SECTION 1.4
                                                                     -----------
of  this  Lease.  Notwithstanding  the  foregoing,  in those areas of this Lease
where  Tenant  is granted a right or privilege, or Landlord or Tenant undertakes
an  obligation,  contingent  on  Tenant's  occupying  "all of the Project", "the
entire  Project",  or "100% of the Project" (or such other phrase indicating the
entirety of the Project), Tenant shall be deemed to have achieved such occupancy
level  notwithstanding  the  fact  that Tenant does not lease those areas on the
ground  floor  of  the  Adjacent  Building which are currently leased to certain
retail  tenants  other  than  Tenant.  The  Project,  as initially designated by
Landlord,  is  approximately  set  forth  on EXHIBIT B, attached hereto.  In the
                                             ---------
event  that,  during  any  Option  Term,  Tenant  no  longer leases the Adjacent
Building,  Landlord  shall  have  the  right  to change the name of the Project.

     1.3     Common  Areas.  Tenant shall have the non-exclusive right to use in
             -------------
common  with  other  tenants  in  the  Project,  and  subject  to  the rules and
regulations  referred  to  in  ARTICLE  5  of  this Lease, those portions of the
                               ----------
Project  which  are  provided, from time to time, for use in common by Landlord,
Tenant  and  any  other  tenants  of the Project (such areas, together with such
other  portions  of  the  Project  designated  by  Landlord,  in its discretion,
including  certain areas designated for the exclusive use of certain tenants, or
to  be  shared  by  Landlord  and  certain tenants, are collectively referred to
herein  as  the "COMMON AREAS").  The Common Areas shall consist of the "Project
Common Areas" and the "Building Common Areas."  The term "Project Common Areas,"
as  used in this Lease, shall mean the portion of the Project designated as such
by  Landlord, and may include, without limitation, any fixtures, systems, signs,
facilities,  parking


                                      -10-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
facilities and areas (including the "Parking Structure," as that term is defined
in  SECTION  18.1 of this Lease), gardens, parks or other landscaping contained,
    -------------
maintained  or  used  in  connection  with the Project, and may include any city
sidewalks  adjacent  to the Project, pedestrian walkway system, whether above or
below  grade,  park or other facilities open to the general public and roadways,
sidewalks,  walkways, parkways, driveways and landscape areas appurtenant to the
Project.  The  term  "Building  Common Areas," as used in this Lease, shall mean
the  Common Areas, to the extent located within the Building, designated as such
by Landlord, and may include, without limitation, the common entrances, lobbies,
atrium  areas,  restrooms,  elevators,  stairways and accessways, loading docks,
ramps,  drives,  platforms,  passageways,  serviceways,  common pipes, conduits,
wires,  equipment,  loading  and  unloading  areas, parking facilities and trash
areas  servicing  the  Building.

     1.4     Landlord's  Use  and Operation of the Building, Project, and Common
             -------------------------------------------------------------------
Areas.  Landlord  reserves  the right from time to time (i) to close temporarily
-----
any  of  the  Common Areas; (ii) to make changes to the Common Areas, including,
without  limitation,  changes  in the location, size, shape and number of street
entrances,  driveways,  ramps,  entrances,  exits, passages, stairways and other
ingress  and  egress,  direction  of  traffic,  landscaped  areas,  loading  and
unloading  areas,  and  walkways;  (iii)  to  add additional improvements to the
Common  Areas;  (iv)  to use the Common Areas while engaged in making additional
improvements,  repairs or alterations to the Project or to any adjacent land, or
any  portion  thereof;  and  (v) to do and perform such other acts and make such
other  changes  in,  to  or  with respect to the Project as Landlord may, in the
exercise  of reasonable discretion, deem to be appropriate.  Notwithstanding the
foregoing,  except  with respect to Landlord's initial construction of Building,
Parking  Structure and Common Areas, if any of the foregoing actions by Landlord
is  reasonably  considered  by  Tenant  as likely to have a material and adverse
affect  on  Tenant's  use of or access to the Premises or the "Storage Area", as
that  term  defined  in  SECTION 4.1, or the Common Areas, including the Parking
                         -----------
Structure,  Landlord's  right  to  take  any such action shall be subject to the
prior  written  consent  of  Tenant,  which  consent  shall  not unreasonably be
withheld,  conditioned  or  delayed.  Moreover,  Landlord may take the foregoing
actions  without  the  prior  consent of Tenant in the event of an emergency, in
connection  with  Landlord's  actions pursuant to the terms of ARTICLES 6, 8, 13
                                                               -----------------
and 19 of this Lease, or in order to comply with "Laws", as that term is defined
-----
in  SECTION 19.27, below.  Landlord shall use commercially reasonably efforts to
    -------------
minimize  any  interruption  of  Tenant's  use of or access to the Premises, the
Storage  Area  or  the  Common  Areas,  including the Parking Structure, and, if
parking  spaces  would  otherwise  be  lost,  albeit  temporarily,  shall  use
commercially  reasonable efforts to provide to Tenant alternative parking within
or  in  close  proximity  to the Project, with reasonably adequate security and,
when  appropriate,  shuttle service to and from such alternative parking area so
as  to  minimize the inconvenience to Tenant resulting from such interruption of
Tenant's  use  of  or  access  to  the  Premises  or  the  Parking  Structure.

     1.5     Verification  of  Rentable Square Footage of Premises and Building.
             ------------------------------------------------------------------
For  purposes of this Lease, "rentable square feet" shall be calculated pursuant
to the Standard Method for Measuring Office Buildings, ANSI Z65.1-1996 ("BOMA").
On  or  before  the date occurring thirty (30) days after the Lease Commencement
Date  (the  "MEASUREMENT  PERIOD"),  Landlord


                                      -11-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
and Tenant shall each have the right, at their sole cost and expense, to measure
the  square footage of the Premises and Building and inform the other by written
notice of a change in the actual rentable square footage of the Premises and the
Building  from the amounts set forth in SECTIONS 4.2 and 7.1 of the Summary, and
                                        ------------     ---
SECTION  1.1  of  this  Lease  (collectively,  the  "STIPULATED  NUMBERS"),  as
------------
calculated  by Landlord's or Tenant's architect in accordance with BOMA.  If the
non-measuring party disputes the measurement of the Building or Premises, either
as  set  forth in this Lease or as restated by the measuring party as set forth,
above, the non-measuring party shall so notify the measuring party within thirty
(30)  days  after receipt of written notice made by the measuring party pursuant
to  the  terms set forth above in this SECTION 1.5.  If Landlord or Tenant fails
                                       -----------
to  dispute any such measurement of the Building or Premises in a timely manner,
the  rentable  square  footage  of the Building or Premises, as the case may be,
shall  be deemed to be as set forth in this Lease, or as otherwise determined by
the  measuring  party  pursuant to this SECTION 1.5.  If the non-measuring party
                                        -----------
disputes any such measurement, or if Landlord and Tenant cannot thereafter agree
on  the  correct  measurement  of  the Building or Premises, as the case may be,
within ten (10) days after the measuring party's notice, then either party shall
have  the  right to submit the issue to arbitration in accordance with the terms
of SECTION 19.41 of this Lease.  After any determination by the measuring party,
   -------------
or  as  a  result  of  a  determination  pursuant  to such arbitration, that the
rentable  square footage of the Premises or Building differs from the Stipulated
Numbers,  all  amounts, percentages and figures appearing or referred to in this
Lease  based  upon such rentable area (including, without limitation, the amount
of  "Base Rent" and "Tenant's Share", as those terms are defined in SECTIONS 3.1
                                                                    ------------
and  3.3.7,  below,  respectively)  shall  be  appropriately  adjusted.
     -----

                                    ARTICLE 2

                                   LEASE TERM

     2.1     Initial  Term.  The  terms  and  provisions  of this Lease shall be
             -------------
effective  as  of  the date of this Lease, except as otherwise set forth herein.
The  term  of this Lease (the "LEASE TERM") shall be as set forth in SECTION 5.1
                                                                     -----------
of the Summary, shall commence on the date determined as provided in SECTION 5.2
                                                                     -----------
of  the  Summary  (the  "LEASE COMMENCEMENT DATE"), and shall expire on the date
determined  as  provided  in  SECTION  5.3 of the Summary (the "LEASE EXPIRATION
                              ------------
DATE")  unless  the  Lease  Term is sooner terminated or extended as hereinafter
provided.  For  purposes  of  this  Lease, the term "Lease Year" shall mean each
consecutive  twelve  (12)  month  period  during  the Lease Term for the initial
Premises;  provided,  however,  that  the first Lease Year shall commence on the
Lease  Commencement  Date and end on the last day of the eleventh calendar month
thereafter  and  the second and each succeeding Lease Year shall commence on the
first  day  of the next calendar month; and further provided that the last Lease
Year  shall  end  on the Lease Expiration Date.   Tenant shall have the right to
commence business operations from any portion of the Premises and to make use of
manned  or unmanned Storage Area in connection therewith prior to the occurrence
of the Lease Commencement Date ("PRE-OCCUPANCY SPACE"), provided that (i) Tenant
must  give  Landlord at least ten (10) days prior written notice of any such use
of  Pre-Occupancy  Space, (ii) a certificate of occupancy or its equivalent must
have  been  issued  by  the appropriate governmental authorities that covers the


                                      -12-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Pre-Occupancy  Space,  and  (iii)  pending  the  Lease Commencement Date, Tenant
reimburses  Landlord  on  a  monthly  basis  for the Operating Expenses actually
incurred  by  Landlord  allocable  to the portion of the Premises and/or Storage
Area  in  which  such  business  operations  by  Tenant have commenced.  For the
purposes  of  the foregoing, the term "commences business operations" shall mean
the  date  when Tenant has substantially staffed, moved substantially all of its
furnishings  and  equipment  into  and  activated  its  telephone  service  on a
particular  floor of the Initial Premises.  To the extent practical and feasible
in  such  circumstances, Landlord shall furnish Tenant with all "Standard Tenant
Services",  as  that term is defined in SECTION 10.1, below.  Within ninety (90)
                                        ------------
days  after  the  Lease  Commencement  Date,  Landlord shall deliver to Tenant a
supplemental  agreement  in the form as set forth in EXHIBIT D, attached hereto,
                                                     ---------
which  Tenant  shall  execute  and  return  to  Landlord within ten (10) days of
receipt thereof.  Landlord agrees that it shall deliver portions of the Premises
to  Tenant  on a floor by floor basis in accordance with the following scheduled
dates  (each  a  "Delivery  Date").

<TABLE>
<CAPTION>
<S>                             <C>
           Floor                               Delivery Date
           -----                               -------------

         3rd Floor                       The date such floor is
                                "Ready for Construction," as that term is
                                defined in SECTION 1 of EXHIBIT C (the
                                           ---------    ---------
                                       "INITIAL FLOOR DELIVERY DATE").

         7th Floor                        Seven (7) days after
                                     the Initial Floor Delivery Date

         5th Floor                      Fourteen (14) days after
                                     the Initial Floor Delivery Date

         6th Floor                     Twenty-One (21) days after
                                     the Initial Floor Delivery Date

         4th Floor                    Twenty-Eight (28) days after
                                    the Initial Floor Delivery Date

         2nd Floor                     Thirty-Five (35) days after
                                     the Initial Floor Delivery Date

1st Floor and Basement                   Seventy (70) days after
                                    the Initial Floor Delivery Date
</TABLE>

     2.2     Credit  for  Holdover  Rent.  Tenant  currently leases and occupies
             ---------------------------
office  space  at  21900  Burbank  Boulevard  and  20750  Ventura  Boulevard
(collectively,  the  "HOLDOVER  SPACE").  Tenant  intends to vacate the Holdover
Space  effective  November  30,  1999,  when  its  leases of such Holdover Space
expire.  As  it  is  contemplated  that the business being conducted by Tenant's
employees  at  those  two locations (the "HOLDOVER PERSONNEL") will be relocated
into  the Building on or before November 30, 1999, if the relocation is delayed,
Tenant  may  become  liable to Holdover Space landlords for increases in Monthly
Base Rent at the rate of $19,904.92 per month at 21900 Burbank Boulevard, and at
the  rate  of  $5,139  per  month  at 20750 Ventura Boulevard (collectively, the
"HOLDOVER  RENT") for the duration of the holdover period. Tenant's current plan
is  to  relocate the Holdover Personnel onto portions of three (3) floors of the
Building  (the  "HOLDOVER  FLOORS"),  which Holdover Floors Tenant has currently
designated  as  the  third,  fifth  and  seventh  floors of the Premises.  Until


                                      -13-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
November  30,  1998, Tenant shall have the right (by written notice to Landlord)
to  alter  such  plan  and  make changes in the order in which the floors of the
Premises  are  to  be  delivered  by Landlord on the Delivery Dates described in
Section 2.1, above (other than the first floor and basement) in order to conform
with  such  altered plan, provided that the first three (3) floors designated by
Tenant  to be delivered by Landlord to Tenant shall in all cases be deemed to be
the  Holdover Floors.  If (i) the Initial Floor Delivery Date (i.e., the date of
delivery  of  the first of the Holdover Floors) does not occur on or before July
5,  1999,  and/or,  thereafter,  the next two (2) Holdover Floors are not timely
delivered  by  Landlord  in  consecutive  seven  (7)  day intervals, or (ii) the
Project (not including the floors of the Building which are not Holdover Floors)
is  not  substantially  completed by Landlord as of November 15, 1999 (as all of
such dates may be extended due to any delay caused by Tenant's failure to comply
with  its obligations under this Lease, including under the Tenant Work Letter),
and  to  the  extent  such  delays  by  Landlord  precludes the occupancy by the
Holdover  Personnel  of  the Holdover Floors on or before November 30, 1999 (the
"Landlord  Caused Holdover"), Tenant shall give notice to Landlord of the amount
of  Holdover  Space  Tenant  has been required to occupy because of the Landlord
Caused  Holdover, and the portion of the Holdover Rent Tenant is required to pay
in  connection  therewith (in an amount which does not exceed the total Holdover
Rent)  and  if  Landlord  does not reimburse Tenant for such amount paid, Tenant
shall  be entitled to a credit against Base Rent next coming due in the Adjacent
Building to the extent of any such Holdover Rent actually paid by Tenant for the
Holdover  Space.  Notwithstanding  the  foregoing,  Tenant  agrees  to  use
commercially  reasonable  efforts  to  avoid  paying  any Holdover Rent with its
existing  landlords.

          2.3     Renewal  Option  Terms.
                  ----------------------

          2.3.1     Renewal  Option Right.  Landlord hereby grants to Tenant two
                    ---------------------
(2) options to extend the initial Lease Term (each of which is deemed a "RENEWAL
OPTION  RIGHT")  for a period of five (5) years each (each such term to be known
as  a  "RENEWAL  OPTION TERM"), which Renewal Option Rights shall be exercisable
only  by  notice  delivered  by  Tenant to Landlord as provided below.  Upon the
exercise  of any such Renewal Option Right in accordance with SECTION 2.3.3, the
                                                              -------------
then-current  Lease  Term,  as  it applies to the entire Premises then leased by
Tenant,  shall  be  extended  for  the  Renewal Option Term.  The Renewal Option
Rights  contained  in  this  SECTION 2.3 shall be exercised only by the original
                             -----------
Tenant  named  in  the  Summary  (the "ORIGINAL TENANT") and any assignee of the
Original  Tenant's interest in this Lease to which the Original Tenant transfers
such rights, provided that such assignment is permitted pursuant to the terms of
ARTICLE  11  of  this  Lease.  The  terms  and  conditions applicable during the
-----------
Renewal  Option  Terms  shall be the same terms and conditions that apply during
the  initial  Lease  Term,  except  that  (i)  the  Rent and certain other terms
applicable during the Renewal Option Term shall be as set forth in SECTION 2.3.2
below,  and  (ii)  Tenant may not extend the Lease Term beyond the expiration of
second  Renewal  Option Term. Tenant shall have the Renewal Option Right for the
second  Renewal  Option  Term only if Tenant has previously extended the initial
Lease Term for the first Renewal Option Term. Tenant shall not have the right to
exercise any Renewal Option Right hereunder if, as of the date of such attempted
exercise,  Tenant  is in default with respect to its obligation to pay Base Rent
under  this  Lease,  after  expiration  of  any  applicable  cure  period.


                                      -14-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          2.3.2     Option  Rent.  The  Rent  ("OPTION  RENT") payable by Tenant
                    ------------
during  the first Renewal Option Term or second Renewal Option Term, as the case
may  be,  shall  be equal to ninety-five percent (95%) of the Fair Market Rental
Rate for the Premises.  The term "Fair Market Rental Rate" shall mean the annual
amount  per  rentable  square  foot  that  a  willing, non-equity, non-sublease,
non-encumbered,  non-expansion,  comparable third-party tenant, represented by a
commercial  real  estate  broker,  would  pay and a willing, comparable landlord
would  accept,  at  arm's  length,  for  unencumbered  space  (specifically  not
including  transactions  in  which  one  or  more  components  of  the terms and
conditions  of  the  same  are pre-determined on a fixed basis in executed lease
documentation  or  in  which  the  terms  and  conditions are calculated using a
formula  which  involves  the discounting of one or more components of the terms
and  conditions to the benefit of a tenant) comparable to the Premises or "First
Offer Space", as that term is defined in SECTION 20.1, below, as applicable,  in
                                         ------------
"Comparable  Buildings,"  as  that  term is defined in this SECTION 2.3.2 below,
                                                            -------------
giving  appropriate  consideration  to  concessions  including  the  following
(collectively, the "RENEWAL CONCESSIONS"):  (i) rental abatement concessions, if
any,  being  granted  such tenants in connection with such comparable space; and
(ii)  tenant  improvements  or  allowances  provided  or to be provided for such
comparable  space, taking into account, and deducting the value of, the existing
improvements  in  the Premises, such value to be based upon the age, quality and
layout  of  the improvements and the extent to which the same can be utilized by
Tenant;  and  (iii)  other  typical  monetary  concessions  being  granted  such
comparable  third-party  tenants  in  connection with such comparable space.  In
calculating  the Fair Market Rental Rate, no consideration shall be given to (Y)
the  fact  that  Landlord is or is not required to pay the real estate brokerage
commission  in  connection  with  Tenant's  exercise  of  its right to lease the
Premises  during  the Renewal Option Term, or the fact that comparable landlords
are  or are not paying real estate brokerage commissions in connection with such
comparable  space,  or  (Z)  any  period of rental abatement, if any, granted to
comparable third-party tenants in comparable transactions in connection with the
design,  permitting  and  construction of tenant improvements in such comparable
space.  Consideration shall be given, however, to the creditworthiness of Tenant
as  compared  to that of the tenants involved in the comparable transactions and
the  effect  that the lack of creditworthiness of Tenant, if any, should have on
rental  rates  and/or security requirements.  Such Fair Market Rental Rate shall
be  increased  to  take  into  account  the  value of the free parking (based on
prevailing  rates  in  the  Comparable  Buildings)  granted to Tenant during any
Renewal  Option  Term pursuant to the terms of ARTICLE 18 of this Lease, or with
                                               ----------
respect  to  any  First  Offer  Space.  The  Annual  Direct  Expense  Allowance
applicable  during each Option Term shall be adjusted to be the amount of Direct
Expenses for the Building attributable to the twelve (12) month period which has
most recently ended prior to the first day of the Renewal Option Term; provided,
however, that the Fair Market Rental Rate shall take into consideration that the
Annual  Direct Expense Allowance applicable during the Renewal Option Term shall
be  as  set  forth in this sentence.  If in determining the Option Rent or First
Offer  Rent,


                                      -15-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Tenant  is entitled to any Renewal Concessions, Landlord may, at Landlord's sole
option,  elect  any  or  a  portion  of  the following: (X) to grant the Renewal
Concessions  to Tenant in the form as described above (e.g., as free rent and/or
an  improvement allowance), and/or (Y) to grant Tenant the amount, of any or all
of  the  Renewal  Concessions  in  the  form  of  free rent or reduced "face" or
"stated"  rental  rate during the applicable Option Term or lease of First Offer
Space, which reduction in rental shall be made in equal monthly installments and
shall  be  calculated, except as otherwise provided below, over all or a portion
of the Option Term or lease of First Offer Space, as determined by Landlord, and
in  equal  monthly installments commencing as of the first day of the applicable
Option  Term or lease of First Offer Space (in which case the Renewal Concession
or Renewal Concessions converted into free rent shall not be granted to Tenant).
The  term  "Comparable  Buildings"  shall  mean  the Adjacent Building and other
office  buildings completed after the calendar year 1985 and containing at least
200,000  rentable square feet, which are otherwise comparable to the Building in
terms  of  quality of construction, level of services, amenities and appearance,
and are located in Woodland Hills, California and within the area bounded by the
101  Freeway,  DeSoto  Avenue,  Topanga  Boulevard,  and Vanowen Street ("WARNER
CENTER").

          2.3.3     Exercise of Renewal Option Rights.    Landlord shall deliver
                    ---------------------------------
to Tenant a notice ("EXTENSION OPTION REMINDER NOTICE") not more than thirty-six
(36)  months  prior to the expiration of the initial Lease Term or first Renewal
Option  Term,  as  applicable,  which  Extension  Option  Reminder  Notice shall
specifically  state  that:  "If Tenant wishes to exercise a Renewal Option Right
pursuant  to  SECTION  2.3.1 of Tenant's Office Lease at 6303 Owensmouth Avenue,
              --------------
Woodland  Hills,  California, Tenant must deliver the 'Exercise Notice,' as that
term  is defined therein, on or before the 'Lapse Date,' as that term is defined
in  such  Office  Lease."  If  Tenant  wishes to exercise a Renewal Option right
described  in this SECTION 2.3.3, Tenant shall exercise the Renewal Option Right
                   -------------
by  delivering  notice  ("EXERCISE  NOTICE")  thereof  to Landlord. The Exercise
Notice  must  be  delivered, if at all, after the date which is thirty-five (35)
months prior to the expiration of the initial Lease Term or first Renewal Option
Term,  as applicable, and prior to the date ("LAPSE DATE") which is the later of
(a) the date which is thirty (30) days after the date of Tenant's receipt of the
Extension  Option  Reminder  Notice,  or  (b) the date which is twenty-four (24)
months prior to the expiration of the initial Lease Term or first Renewal Option
Term,  as  applicable.

          2.3.4     Determination of Option Rent.  If Tenant timely delivers the
                    ----------------------------
Exercise  Notice,  Landlord  shall  deliver notice (the "OPTION RENT NOTICE") to
Tenant  on  or  before the later of (i) the date which is thirty (30) days after
Landlord's  receipt  of  the  Exercise  Notice,  or  (ii)  the  date  which  is
twenty-three  (23)  months  prior to the expiration of the initial Lease Term or
first  Renewal  Option  Term,  as applicable, which Option Rent Notice shall set
forth  Landlord's  initial  determination  of the "Option Rent," as that term is
defined  in  SECTION  2.3.2  above,  and which shall be applicable to this Lease
             --------------
during  the  Renewal Option Term.  Tenant shall have thirty (30) days ("TENANT'S
DETERMINATION  PERIOD")  after  receipt  of Landlord's Option Rent Notice within
which to accept Landlord's initial determination of the Option Rent or to object
thereto  in  writing  to  Landlord.  If  Tenant fails to so object to Landlord's
initial  determination  of the Option Rent within Tenant's Determination Period,
the  Option  Rent  shall  be  as  set  forth  in  the  Option  Rent


                                      -16-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Notice.  If,  however,  Tenant  timely  objects  in  writing  to the Option Rent
initially  determined  by  Landlord,  Landlord and Tenant shall attempt to agree
upon  the  Option  Rent  using their good-faith efforts.  If Landlord and Tenant
fail  to  reach agreement within sixty (60) days following Tenant's objection to
the  Option Rent (the "OUTSIDE AGREEMENT DATE"), then each party shall submit to
the  other  party a separate written determination of the Option Rent within ten
(10)  business  days  after  the Outside Agreement Date, and such determinations
shall  be  submitted  to arbitration in accordance with SECTIONS 2.3.4.1 through
                                                        ----------------
2.3.4.7  below.  Failure of Tenant or Landlord to submit a written determination
-------
of  the  Option Rent within such ten (10) business day period shall conclusively
be  deemed  to  be  the  non-determining  party's  approval  of  the Option Rent
submitted  within  such  ten  (10)  business  day  period  by  the  other party.

               2.3.4.1  Landlord  and  Tenant  shall each appoint one arbitrator
who shall by profession be an independent real estate attorney and/or broker, as
either  party  shall,  in its sole discretion elect, who is then active and have
then  been  active  over  the  ten  (10)  year period ending on the date of such
appointment  in  the  leasing  of  comparable  office  properties in Los Angeles
County, provided that such individual shall not have been engaged or employed by
the party appointing the same within the five (5) year period preceding the date
of  such  appointment.  The  determination  of  the arbitrators shall be limited
solely to the issue of whether Landlord's or Tenant's submitted determination of
Option  Rent  is  the  closest  to  the  actual Option Rent as determined by the
arbitrators,  taking  into  account  the  requirements  of SECTION 2.3.2 of this
                                                           -------------
Lease.  Each  such  arbitrator  shall  be appointed within fifteen (15) business
days  after  the  Outside  Agreement  Date.

               2.3.4.2  The  two  (2)  arbitrators so appointed shall within ten
(10)  business  days  of  the  date  of  the  appointment  of the last appointed
arbitrator  agree  upon  and  appoint  a third arbitrator who shall be qualified
under  the  same criteria set forth hereinabove for qualification of the initial
two  (2)  arbitrators.

               2.3.4.3  The  three (3) arbitrators shall within thirty (30) days
after the appointment of the third arbitrator reach a decision as to whether the
parties  shall use Landlord's or Tenant's submitted determination of Option Rent
and  shall  notify  Landlord  and  Tenant  thereof.

               2.3.4.4  The  decision  of  the  majority  of  the  three  (3)
arbitrators  shall  be  binding  upon  Landlord  and  Tenant.

               2.3.4.5  If  either  Landlord  or  Tenant  fails  to  appoint  an
arbitrator  within  fifteen  (15)  business  days  after  the applicable Outside
Agreement  Date, the arbitrator appointed by one of them shall reach a decision,
notify  Landlord  and  Tenant  thereof,  and such arbitrator's decision shall be
binding  upon  Landlord  and  Tenant.

               2.3.4.6  If  the  two  (2)  arbitrators  fail  to  agree upon and
appoint  a  third  arbitrator within the time period provided in SECTION 2.3.4.2
                                                                 ---------------
above,  then the parties shall mutually select the third arbitrator. If Landlord
and  Tenant  are  unable to agree upon the third arbitrator within ten (10) days
after  the expiration of the time period provided in SECTION 2.3.4.2 above, then
                                                     ---------------
either  party  may, upon at least five (5) days prior notice to the other party,
request  the Presiding Judge of the Los Angeles County Superior Court to appoint
the  third  arbitrator.  Following  the appointment of the third arbitrator, the
panel  of  arbitrators shall within thirty (30) days thereafter reach a decision
as  to  whether  Landlord's  or Tenant's submitted Option Rent shall be used and
shall  notify  Landlord  and  Tenant  thereof.

               2.3.4.7  Each  party  shall  pay  the  fees  of  the  arbitrator
appointed by such party and the fees of the third (3rd) arbitrator and any other
costs  of  such  arbitration shall be split between Landlord and Tenant equally.


                                      -17-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          2.3.5     Rent  Payable  Pending  Determination.  In  the event that a
                    -------------------------------------
final  determination  of  Option  Rent  has  not  been  reached  prior  to  the
commencement of a Renewal Option Term pursuant to the provisions of this SECTION
                                                                         -------
2.3,  the Base Rent and Additional Rent payable by Tenant as of the first day of
---
such  Renewal  Option  Term  shall  be  as  set  forth  in  Landlord's  written
determination  of  the  Option  Rent submitted to arbitration in accordance with
SECTION 2.3.4 above.  If Landlord's determination of Option Rent is not selected
-------------
in  such  arbitration  proceedings,  then  within  thirty  (30)  days  after the
determination  of  the  arbitrators, Landlord shall pay to Tenant the difference
between  the  amount  of  Base  Rent  and Additional Rent paid by Tenant for the
Premises  during  such  Renewal  Option  Term  to  the  date  of such payment by
Landlord,  less the amount of Base Rent and Additional Rent for the Premises for
such  Renewal  Option  Term  which  Tenant  was required to pay as determined in
arbitration.

                                    ARTICLE 3

                                      RENT

     3.1     Base  Rent.  Tenant  shall  pay, without prior notice or demand, to
             ----------
Landlord  or  Landlord's  agent  at the management office of the Project, or, at
Landlord's  option,  at  such  other  place  as  Landlord  may from time to time
designate by notice to Tenant, in currency or a check for currency which, at the
time  of  payment,  is  legal  tender  for private or public debts in the United
States  of  America,  base  rent  ("BASE RENT") as set forth in SECTION 6 of the
                                                                ---------
Summary,  payable  in monthly installments in advance on or before the first day
of  each  and  every calendar month during the Lease Term, without any setoff or
deduction, except as specifically provided in this Lease.  The Base Rent for the
first  full  month  of  the Lease Term shall be paid by Tenant to Landlord on or
before  the  Lease Commencement Date.  If any "Rent," as that term is defined in
SECTION  3.2,  below, payment date (including the Lease Commencement Date) falls
------------
on  a  day of the month other than the first day of such month or if any payment
of  Rent  is  for  a  period  which  is shorter than one month, the Rent for any
fractional  month  shall  be prorated on the basis of the number of days in that
calendar month.  All other payments or adjustments required to be made under the
terms  of this Lease that require proration on a time basis shall be prorated on
the  same  basis.

     3.2     Additional  Rent.  In addition to paying the Base Rent specified in
             ----------------
SECTION  3.1  of  this  Lease,  Tenant  shall pay "Tenant's Share" of the annual
------------
"Direct  Expenses,"  as  those  terms are defined in SECTIONS 3.3.7 and 3.3.2 of
                                                     --------------     -----
this  Lease,  respectively,  to the extent such Direct Expenses are in excess of
the  amount  of  the  "Annual  Direct  Expense  Allowance"  as  that
term  is  defined  in  SECTION  3.3.1  of this Lease multiplied by the number of
                       --------------
rentable  square  feet  in the Premises.  Such payments by Tenant, together with
any and all other amounts payable by Tenant to Landlord pursuant to the terms of
this  Lease,  are hereinafter collectively referred to as the "Additional Rent",
and the Base Rent and the Additional Rent are herein collectively referred to as
"Rent."  All  amounts  due  under  this  ARTICLE  3  as Additional Rent shall be
                                         ----------
payable  for  the same periods and in the same manner as the Base Rent.  Without
limitation  on  other  obligations of Tenant which survive the expiration of the
Lease Term, the obligations of Tenant to pay the Additional Rent provided for in
this  ARTICLE  3  shall  survive  the expiration of the Lease Term.  If Tenant's
      ----------
Share  of  the Direct Expenses (as defined in SECTION 3.3.2) incurred during the
                                              -------------
first twelve (12) months of the Lease Term, on a per rentable square foot basis,
exceeds  the  Annual  Direct  Expense  Allowance,  Landlord  shall  elect, which


                                      -18-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
election shall be subject to the approval of the entities, if any, holding trust
deed  liens  on  the  Building (collectively, the "Lien Holders"), to either (A)
permanently  increase  the  Annual  Direct  Expense Allowance to be equal to the
amount  of  Tenant's  Share  of Direct Expenses incurred during the first twelve
(12)  months  of Lease Term, or (B) grant Tenant a one-time credit from Landlord
against  the  next  installments  of  Base  Rent,  estimated Additional Rent and
parking  charges  coming due, in an amount equal to the net present value of the
annuity  stream  which consists of monthly payments in the amount of one-twelfth
(1/12) of said excess of Tenant's Share of the Direct Expenses on a per rentable
square  foot  basis  over the Annual Direct Expense Allowance (multiplied by the
number  of  rentable  square  feet in the Premises) which monthly payments would
have  continued  over  the  remaining  fourteen  (14)  years  of the Lease Term,
calculated  utilizing  the  discount  rate  of  the  Federal Reserve Bank of San
Francisco  plus  1% at the time of payment.  Alternatively, if Tenant's Share of
the  Direct  Expenses,  on a per rentable square foot basis, incurred during the
first  twelve  (12)  months  of the Lease Term are actually less than the Annual
Direct  Expense  Allowance,  the  Annual  Direct  Expense  Allowance  shall  be
permanently  reduced  for  the  entire  Lease  Term  to the amount of the Direct
Expenses per rentable square foot actually incurred during the first twelve (12)
months of the Lease Term.  For example, if the Direct Expenses on a per rentable
square  foot  basis for the first twelve (12) months of the Lease Term are Eight
Dollars  and  seventy-two  cents ($8.72) and if the discount rate of the Federal
Reserve  Bank  of  San  Francisco  is  5%,  then,  Tenant shall be entitled to a
one-time  credit  as aforesaid equal to Six Dollars and eighty cents ($6.80) per
square  foot  of  rentable area in the Premises. If the Direct Expenses on a per
rentable  square  foot  basis for the first twelve (12) months of the Lease Term
are  Seven  Dollars  and  eighty  cents  ($7.80), then the Annual Direct Expense
Allowance  shall  be  reduced  to Seven Dollars and eighty cents ($7.80) for the
balance  of  the  initial  Lease  Term.

     3.3     Definitions  of  Key Terms Relating to Additional Rent.  As used in
             ------------------------------------------------------
this  ARTICLE  3,  the  following  terms shall have the meanings hereinafter set
      ----------
forth.

          3.3.1     The  "Annual  Direct  Expense Allowance" shall be the amount
set  forth  in  SECTION  7.2  of  the  Summary.
                ------------

          3.3.2     "Direct  Expenses"  shall mean "Operating Expenses" and "Tax
Expenses".

          3.3.3     "Expense  Year"  shall  mean each calendar year in which any
portion of the Lease Term falls through and including the calendar year in which
the  Lease  Term  expires;  provided  that  Landlord, upon notice to Tenant, may
change  the  Expense Year from time to time to any other twelve (12) consecutive
month  period  and,  in  the  event of any such change, Tenant's Share of Direct
Expenses  shall  be equitably adjusted for any Expense Year involved in any such
change.

          3.3.4     "Operating  Expenses"  shall  mean  all  expenses, costs and
amounts  of  every  kind  and nature which Landlord pays during any Expense Year
because  of or in connection with the ownership, management, maintenance, repair
or  operation  of  the  Project,  except  as  is hereinafter expressly provided.
Without  limiting  the  generality  of  the  foregoing, Operating Expenses shall
specifically  include  any  and all of the following:  (i) the cost of supplying
all  utilities,  the  cost  of  operating,  maintaining,  repairing, renovating,


                                      -19-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
complying  with  conservation  measures  in  connection  with,  and managing the
utility  systems,  mechanical  systems, sanitary and storm drainage systems, and
elevator  systems,  and  the  cost of supplies and equipment and maintenance and
service  contracts  in  connection  therewith;  (ii)  the  cost  of  licenses,
certificates,  permits  and  inspections  (not  due  to Landlord's negligence or
willful  misconduct in the management of the Project) and the cost of contesting
the  validity  or  applicability of any governmental enactments which may affect
Operating Expenses, and the costs incurred in connection with the implementation
and  operation  of  a  transportation  system management program or a municipal,
private  or  public  shuttle  service  or parking program; (iii) the cost of all
insurance  carried  by  Landlord  in connection with the Project, or any portion
thereof;  (iv)  the  cost  of  landscaping,  relamping, and all supplies, tools,
equipment  and  materials  used  in the operation, repair and maintenance of the
Project,  or  any portion thereof; (v) the cost of parking structure and parking
area  repair,  restoration,  and  maintenance  including,  but  not  limited to,
resurfacing,  repainting, restriping, and cleaning; (vi) fees, charges and other
costs,  including  consulting  fees,  legal fees and accounting and professional
fees,  of  all  contractors  and  consultants  engaged by Landlord or reasonably
incurred  by  Landlord in connection with the management, operation, maintenance
and  repair  of  the  Project,  or any portion thereof; (vii) payments under any
equipment  rental agreements or management agreements (including the cost of any
management fee and the fair rental value of any office space provided thereunder
or,  if  Landlord  manages the Project or Building itself, without a third party
manager,  an  imputed  management  fee);  (viii)  wages,  salaries  and  other
compensation  and  benefits of all persons engaged in the operation, maintenance
or  security of the Project, or any portion thereof, including employer's Social
Security  taxes,  unemployment taxes or insurance, and any other taxes which may
be  levied on such wages, salaries, compensation and benefits; provided, that if
any  employees  of  Landlord  provide  services  for  more  than  one project of
Landlord,  then  a prorated portion of such employees' wages, benefits and taxes
shall  be  included  in Operating Expenses based on the portion of their working
time  devoted  to  the  Project,  or any portion thereof; (ix) payments, fees or
charges  under  any  easement,  license,  operating  agreement,  declaration,
covenants,  conditions,  or restrictions or instrument pertaining to the sharing
of  costs  by  the  Building  or Project, or any portion thereof; (x) operation,
repair  and  maintenance of all "Systems and Equipment," as that term is defined
in  SECTION  3.3.5  of  this  Lease,  and  components  thereof; (xi) the cost of
    --------------
janitorial services, alarm and security service, window cleaning, trash removal,
replacement  of wall and floor coverings, ceiling tiles and fixtures in lobbies,
corridors, restrooms and other common or public areas or facilities, maintenance
and  replacement  of  curbs  and walkways, repair to roofs and re-roofing; (xii)
amortization  (including  interest  on  the  unamortized  cost)  of  the cost of
acquiring  or  the  rental expense of personal property used in the maintenance,
operation  and repair of the Project, or any portion thereof; (xiii) the cost of
capital  improvements,  or  repairs  to  the Project, or other costs incurred in
connection  with  the  Project which are intended as a labor-saving device or to
effect  other  economies  in the operation or maintenance of the Project, or any
portion  thereof,  to  the  extent  of  cost  savings  reasonably anticipated by
Landlord,  or  made  to  the  Project,  or  any portion thereof, after the Lease
Commencement  Date  that  are  required under any governmental law or regulation
that  was  not a requirement for the Project prior to the date which is (a) with
respect  to  work on a particular floor of the Building, the date of delivery to
Tenant  of  the  particular  floor of the initial Premises on which such work is
required,  and  (b)  with respect to work within the Project not on a particular
floor  of  the  Building, the date of delivery of the final floor of the initial


                                      -20-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Premises;  provided,  however,  that each such permitted capital expenditure, as
well  as  those  permitted  pursuant  to SECTIONS 6.1.1 or 19.27, below (but not
                                         --------------    -----
including any "Premises Obligations" or "Compliance Obligations," as those terms
are  defined  in  such  Sections), shall be amortized (including interest on the
unamortized  cost  at  Landlord's  actual cost of funds) over its useful life as
reasonably determined by Landlord; and (xiv) costs, fees, charges or assessments
imposed  by  any  federal,  state  or  local  government  for  fire  and  police
protection,  trash  removal,  community services, or other services which do not
constitute  "Tax  Expenses" as that term is defined in SECTION 3.3.6, below.  If
                                                       -------------
Landlord is not furnishing any particular work or service (the cost of which, if
performed  by Landlord, would be included in Operating Expenses) to a tenant who
has  undertaken  to  perform  such  work  or  service in lieu of the performance
thereof  by  Landlord,  Operating Expenses shall be deemed to be increased by an
amount  equal  to  the additional Operating Expenses which would reasonably have
been  incurred  during  such  period  by  Landlord  if it had at its own expense
furnished  such  work or service to such tenant.  If the Project is not at least
one  hundred percent (100%) occupied during all or a portion of any Expense Year
(including  the  first  twelve (12) months of the Lease Term for purposes of the
calculations  required  pursuant  to  Section  3.2),  Landlord  shall  make  an
                                      ------------
appropriate  adjustment  ("GROSS-UP  ADJUSTMENT")  to the variable components of
Operating  Expenses  for  such  year  employing sound real estate accounting and
management  principles  as now or hereafter accepted, to determine the amount of
Operating  Expenses  that  would have been paid had the Project been one hundred
percent  (100%)  occupied;  and the amount so determined shall be deemed to have
been  the amount of Operating Expenses for such year.  Notwithstanding the terms
of  this  SECTION  3.3,  Operating  Expenses  shall  not  include:
          ------------

                (A)     costs  associated  with the operation of the business of
the  ownership  or  entity which constitutes Landlord, as distinguished from the
costs  of  Building  and  Project  operations,  including,  but  not limited to,
partnership,  corporation  or  limited  liability  company  accounting and legal
matters,  costs  of  defending  any lawsuits with any mortgagee or ground lessor
(except  as  the  actions  of  Tenant  may  be  at  issue),  costs  of  selling,
syndicating,  financing  or  refinancing,  mortgaging  or  hypothecating  any of
Landlord's  interest  in  the Building or Project, costs of any disputes between
Landlord and its employees (if any) not engaged directly in Building and Project
operations,  disputes  of Landlord with Building management or outside fees paid
in  connection  with  disputes  with  other  individual  tenants;

                (B)     costs  incurred  in  connection  with  the  original
construction of the Building or Project (including the Parking Structure), or in
connection with the addition or deletion of floors or construction of additional
buildings  or  parking  structures;

                (C)     depreciation,  interest  and  principal  payments  on
mortgages  or  other  debt  costs,  if any, except as otherwise provided in this
SECTION  3.3.4;
--------------

                (D)     costs  of  correcting  defects  or  deficiencies  in the
initial  design  or  construction  of  the Building or Project, which defects or
deficiencies  are  discovered  during the first two (2) Lease Years, or costs of
correction  resulting  from  the  failure  to  comply  with  laws,  codes  and
regulations,  in effect prior to the date which is (a) with respect to work on a
particular  floor  of  the  Building,  the  date  of  delivery  to Tenant of the
particular floor of the initial Premises on which such work is required, and (b)
with  respect  to  work  within  the  Project  not  on a particular floor of the
Building,  the  date  of  delivery  of  the final floor of the initial Premises;


                                      -21-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                (E)     expenses directly resulting from the gross negligence or
willful  misconduct  of  Landlord,  its  agents,  contractors  or  employees;

                (F)     legal  fees,  space  planner  fees,  real  estate broker
leasing  commissions  and  advertising expenses incurred in connection with this
Lease  or  future  leasing  of  the  Building  or  Project;

                (G)     costs  resulting  from  the  occurrence of actual losses
against  which  Landlord is required to carry property damage insurance pursuant
to  this  Lease  to  the extent Landlord is actually reimbursed by its insurance
carrier  or  Tenant's  or  any  other  insurance  carrier  for such costs or, if
Landlord  elects  to  self-insure  such  costs (as permitted pursuant to SECTION
                                                                         -------
7.2.3.2),  to  the  extent Landlord would have been entitled to reimbursement by
-------
its  insurance  carrier  had  Landlord  actually  obtained  the  property damage
insurance  required  to  be  carried by Landlord pursuant to SECTION 7.2 hereof;
                                                             -----------

                (H)     costs  of  restoration of, or repair to, the Building or
improvements in the Project as a result of the condemnation thereof for which an
award  has  been  made  to  Landlord;

                (I)     any  bad  debt  loss, rent loss or reserves for bad debt
loss  or  rent  loss;

                (J)     the  cost  of  services  not included in Standard Tenant
Services  provided  to other tenants in the Building or Project and not provided
to  Tenant;

                (K)     the  salaries of executives and employees of Landlord or
any  Affiliate  above  the  level of property manager (other than the Building's
engineers),  except  to  the  extent  they  may be engaged in directly providing
management  and  building  operation  services  described in this SECTION 3.3.4;
                                                                  -------------

                (L)     fees  (including  legal  and  accounting  fees),  wages,
salaries and other compensation to the extent allocable to services not rendered
in connection with the management, operation, security, repair or maintenance of
the  Building  or  the  Project;

                (M)     fines  and penalties, except to the extent incurred as a
consequence  of  Tenant's  failure  to perform any of its obligations hereunder;

                (N)     amounts  paid by Landlord, pursuant to any ground lease,
if  any;

                (O)     costs of new types of insurance coverage obtained during
the  Lease  Term  and  not included within the types of insurance required to be
carried  by  Landlord  pursuant  to  the terms of SECTION 7.2, below, unless (a)
                                                  -----------
Landlord  has  or  will  have retroactively grossed-up the Annual Direct Expense
Allowance  by  the  amount which would have been incurred by Landlord during the
first  twelve  (12)  months  of the Lease Term had such costs actually then been
incurred,  (b)  such insurance coverage is a new type of insurance which was not


                                      -22-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
required  to  be carried by Landlord hereunder as of the Lease Commencement Date
but  which  is  then  customarily  being  carried by landlords of the Comparable
Buildings,  or  (c)  if  such  new  insurance  coverage  replaces  or supersedes
insurance  coverage  previously  carried  pursuant  to the terms of SECTION 7.2,
                                                                    -----------
below,  then  the  costs  for  such  coverage  shall  be excluded from Operating
Expenses  only  to the extent the cost of such new insurance exceeds the cost of
the  original  insurance;

                (P)     Costs  of  decreasing the amount of the "deductible" (or
otherwise increasing the amount of coverage, not including any increase based on
an  inflationary  increase in the replacement cost of the Project, against which
Landlord  is  protected  by insurance) after the first twelve (12) months of the
Lease  Term,  under  the  types  of insurance required to be carried by Landlord
pursuant  to  the  terms of Section 7.2, below, unless Landlord has or will have
retroactively grossed-up the Annual Direct Expense Allowance by the amount which
would  have been incurred by Landlord during the first twelve (12) months of the
Lease  Term  had the amount of the deductible been so decreased or the amount of
coverage  been  so  increased  at  that  time;

                (Q)     any Operating Expenses incurred in connection with space
in the Building or Project devoted to retail use except to the extent such space
is  included  in  the  denominator  when  calculating  Tenant's  Share;

                (R)     costs  of  Alterations  or  tenant  improvements  to the
Premises  or the premises of other existing tenants except as otherwise provided
in  this  SECTION  3.3.4;
          --------------

                (S)     costs  incurred  by  Landlord  with respect to goods and
services  (including utilities sold and supplied to tenants and occupants of the
Building)  to  the  extent that Landlord is reimbursed for such costs other than
through  Operating  Expense  pass  throughs;

                (T)     costs,  including  permit, license and inspection costs,
incurred  with  respect  to the installation of tenant improvements made for new
tenants  in  the  Building  or  the Project except as otherwise provided in this
SECTION  3.3.4,  or  incurred  in renovating or otherwise improving, decorating,
--------------
painting  or  redecorating  vacant  space  for tenants or other occupants of the
Building  or  the  Project;

                (U)     costs  incurred  by  Landlord for improvements which are
considered  capital expenditures under generally accepted accounting principles,
consistently  applied,  except those set forth in SECTIONS 3.3.4 (XII) or (XIII)
                                                  --------------------    ------
above  or  SECTION  6.1.1  or  19.27  below;
           --------------      -----

                (V)     costs  of  the  initial  construction  or costs directly
related  to  the  initial construction of the Building, the Tenant Improvements,
the  Parking  Structure  and/or,  during  the  first  two  (2)  Lease Years, for
correcting structural or latent defects in construction of any of the foregoing;


                                      -23-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                (W)     expenses  in connection with Standard Tenant Services or
other  benefits  which are not provided to Tenant or for which Tenant is charged
directly but which are provided to another tenant or occupant of the Building or
Project  without  direct  charge;

                (X)     any  compensation  paid  to  clerks, attendants or other
persons  in  commercial  concessions  operated  by Landlord (excluding parking);

                (Y)     rentals  and  other related expenses incurred in leasing
air  conditioning systems, elevators or other equipment ordinarily considered to
be  part  of  the  original  construction  of  the  Building  or Project, except
equipment  not  affixed  to  the Building which is used in providing janitorial,
landscaping  or  similar  services  or except as otherwise expressly provided in
item  (T)  above;

                (Z)     electric  power  costs to the extent any tenant directly
contracts  with  the  local  public  service  company;

                (AA)     advertising  and  promotion  expenditures, and costs of
signs  in  or  on  the  Project  identifying  the  owner of the Project or other
tenants'  signs,  except  for building directories or building standard signage;

                (BB)     any  recalculation  of or additional Operating Expenses
which were ostensibly incurred more than three (3) years prior to the Lease Year
in  which  Landlord  proposes that such costs be included in Operating Expenses;

                (CC)     the  costs for any repairs or replacements of machinery
or  equipment  in  the  Building  or  Project, if such costs would not have been
necessary  had  Landlord  properly maintained such machinery or equipment or had
maintained  service  and/or  maintenance  contracts after the Lease Commencement
Date  with  respect  to  such  machinery  or  equipment, and such service and/or
maintenance  contracts  would  typically  have  been  carried  by  landlords  of
Comparable  Buildings;  provided  that  this  exclusion  shall only apply to the
extent  that  the  costs  so expended on repairs or replacements after the first
twelve  (12)  months of the Lease Term actually and materially exceed the amount
which Landlord would have paid for the service and/or maintenance contract which
Landlord  failed  to  maintain;

                 (DD)     costs  for  maintenance  and/or  service contracts for
Systems and Equipment, as that term is defined in SECTION 3.3.5, in the Building
                                                  -------------
or the Project, unless (i) the cost of such maintenance or service contracts was
included  in the calculation of Direct Expenses for the first twelve (12) months
of  the  Lease Term, (ii) Landlord has or will have retroactively grossed-up the
amount  of  the  Annual  Direct Expense Allowance by the amount which would have
been  incurred by Landlord during the first twelve (12) months of the Lease Term
had  such  maintenance  and/or service contract then been maintained, (iii) such
maintenance  and/or  service  contracts  are  for  new equipment or systems that
replaced  previous  equipment  or  systems,  where  the  amortized  cost of such


                                      -24-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
replacement  equipment  is  includable in Operating Expenses pursuant to SECTION
                                                                         -------
3.3.4(XIII)  above,  (iv)  such maintenance and/or service contract improves the
-----------
level  of services being provided to Tenant (provided that Tenant gives it prior
written  consent  thereto, which consent shall not be unreasonably withheld), or
(v)  such  maintenance  and/or  service  contract  is first typically carried by
landlords  of  Comparable Buildings after (and not before) the expiration of the
first  twelve  (12)  months  of  the  Lease  Term;  and

                (EE)     management  fees (actual or imputed) in excess of three
and  one-half percent (3-1/2%) of the annual gross revenues for the Building and
Real  Property  (including  parking  revenues) adjusted to reflect a one hundred
percent  (100%)  occupancy  of  the  Building  with  all  tenants  paying  rent.

               Operating  Expenses  shall  be net of all cash, trade or quantity
discounts  received  by Landlord or Landlord's managing agent in the purchase of
any  goods,  utilities  or  services  in  connection  with  the operation of the
Building  or Project. Landlord shall use reasonable efforts to make payments for
goods,  utilities  and  services  in  a  timely manner to avoid any late payment
penalties.  In  the  calculation  of  Operating  Expenses,  no  expense shall be
charged more than once, and all payments from tenants made to Landlord for goods
and  services  provided,  the  cost of which are included in Operating Expenses,
shall  be  treated  as  an  offset.

          3.3.5     "Systems  and  Equipment"  shall  mean any plant, machinery,
transformers,  duct  work,  conduit,  pipe,  bus  duct,  cable, wires, and other
equipment,  facilities,  and  systems  designed to supply heat, ventilation, air
conditioning  and  humidity,  elevators  or  any other services or utilities, or
comprising or serving as any component or portion of the electrical, gas, steam,
plumbing,  sprinkler,  communications,  alarm,  security,  or  fire/life  safety
systems  or equipment, or any other mechanical, electrical, electronic, computer
or  other  systems or equipment which serve the Project in whole or in part (but
not  including  such  items  to  the  extent  they  form  a  part  of the Tenant
Improvements).

          3.3.6     "Tax  Expenses"  shall  mean  all federal, state, county, or
local  governmental  or  municipal  taxes, fees, charges or other impositions of
every  kind  and  nature,  whether  general, special, ordinary or extraordinary,
(including,  without  limitation,  real  estate  taxes,  general  and  special
assessments,  transit  taxes, leasehold taxes or taxes based upon the receipt of
rent, including gross receipts or sales taxes applicable to the receipt of rent,
unless  required  to be paid by Tenant, personal property taxes imposed upon the
fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances,
furniture  and  other  personal property used in connection with the Project, or
any  portion  thereof),  which  shall  be  paid during any Expense Year (without
regard  to  any  different  fiscal  year  used by such governmental or municipal
authority) because of or in connection with the ownership, leasing and operation
of  the  Project.

                    3.3.6.1  Tax  Expenses  shall  include,  without limitation:

                     (i)  Any  tax  on  the  rent, right to rent or other income
          from  the  Project, or any portion thereof, or as against the business
          of  leasing  the  Project,  or  any  portion  thereof;


                                      -25-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                     (ii)  Any  assessment, tax, fee, levy or charge in addition
          to,  or in substitution, partially or totally, of any assessment, tax,
          fee,  levy or charge previously included within the definition of real
          property  tax,  it  being  acknowledged  by  Tenant  and Landlord that
          Proposition 13 was adopted by the voters of the State of California in
          the June 1978 election ("PROPOSITION 13") and that assessments, taxes,
          fees,  levies  and charges may be imposed by governmental agencies for
          such  services  as  fire  protection,  street,  sidewalk  and  road
          maintenance,  refuse  removal  and  for  other  governmental  services
          formerly  provided without charge to property owners or occupants and,
          in  further  recognition  of  the decrease in the level and quality of
          governmental services and amenities as a result of Proposition 13, Tax
          Expenses shall also include any governmental or private assessments or
          the  Project's  contribution  towards  a  governmental  or  private
          cost-sharing  agreement for the purpose of augmenting or improving the
          quality  of  services  and amenities normally provided by governmental
          agencies. It is the intention of Tenant and Landlord that all such new
          and  increased  assessments,  taxes, fees, levies, and charges and all
          similar  assessments,  taxes,  fees,  levies  and  charges be included
          within  the definition of Tax Expenses for the purposes of this Lease;

                     (iii)  Any  assessment, tax, fee, levy, or charge allocable
          to  or  measured  by  the  area  of  the  Premises or the Rent payable
          hereunder,  including,  without  limitation, any gross income tax with
          respect  to  the  receipt of such rent, or upon or with respect to the
          possession,  leasing,  operating, management, maintenance, alteration,
          repair,  use  or  occupancy  by Tenant of the Premises, or any portion
          thereof;  and

                     (iv)  Any  assessment,  tax, fee, levy or charge, upon this
          transaction  or  any  document to which Tenant is a party, creating or
          transferring  an  interest  or  an  estate  in  the  Premises.

               3.3.6.2  With  respect  to  any  assessment  that  may  be levied
against,  upon,  or  in connection with the Project, or any portion thereof, and
may  be  evidenced  by  improvement  or  other  bonds,  or may be paid in annual
installments, there shall be included within the definition of Tax Expenses with
respect  to any tax fiscal year only the amount currently payable on such bonds,
including  interest, for such tax fiscal year, or the current annual installment
for  such  tax  fiscal  year.

               3.3.6.3  If  the  method of taxation of real estate prevailing at
the  time  of execution hereof shall be, or has been, altered so as to cause the
whole  or any part of the taxes now, hereafter or heretofore levied, assessed or
imposed  on  real  estate  to  be  levied, assessed or imposed upon the owner or
owners  of  the Project, wholly or partially, as a capital levy or otherwise, or
on  or  measured by the rents received therefrom, then such new or altered taxes
attributable  to  the  Project, or any portion thereof, shall be included within
the  term  "Tax Expenses" except that the same shall not include any enhancement
of  said  tax  attributable  to  income  other  than  from  the  Property.


                                      -26-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
               3.3.6.4  Any  expenses  reasonably  incurred  in  attempting  to
protest,  reduce  or  minimize Tax Expenses shall be included in Tax Expenses in
the  Expense  Year  such  expenses  are  paid.

               3.3.6.5  Tax  refunds  shall be deducted from Tax Expenses in the
Expense  Year  to  which  such  refunds  apply.

               3.3.6.6  If  Tax Expenses for any period during the Lease Term or
any  extension  thereof  are  increased  after  payment  thereof for any reason,
including,  without limitation, error or reassessment by applicable governmental
or  municipal  authorities, Tenant shall pay Landlord upon demand Tenant's Share
of any such increased Tax Expenses included by Landlord as Tax Expenses pursuant
to  the  terms  of  this Lease.  Correspondingly, if Tax Expenses for any period
during  the  Lease  Term  or  any  extension thereof are decreased after payment
thereof  for  any reason including, without limitation, error or reassessment by
applicable governmental or municipal authorities, and Landlord receives a refund
of  same,  Landlord  shall forthwith refund to Tenant Tenant's Share of any such
refund.  The  provisions of this SECTION 3.3.6.6 shall survive the expiration or
                                 ---------------
earlier  termination  of  the  Lease  Term.

               3.3.6.7  Notwithstanding  anything  to  the contrary contained in
this SECTION 3.3.6 (except as set forth in SECTIONS 3.3.6.1 and 3.3.6.3, above),
     -------------                         ----------------     -------
there  shall  be  excluded  from  Tax  Expenses  (i)  all  excess profits taxes,
franchise  taxes,  gift  taxes,  capital stock taxes, inheritance and succession
taxes,  estate  taxes,  federal  and  state income taxes, and other taxes to the
extent  applicable  to  Landlord's  general  or net income (as opposed to rents,
receipts  or  income  attributable to operations at the Project), (ii) any items
included  as Operating Expenses, (iii) penalties or interest for late payment of
Tax  Expenses  (unless  due  to  Tenant's  failure to timely pay such amounts to
Landlord  under  this  Lease),  (iv)  Tax  Expenses  allocable  to  any  capital
improvement  to  the  Building  made  by  Landlord,  if the cost of such capital
improvement  is  excluded from Operating Expenses pursuant to SECTION 3.3.4, and
                                                              -------------
(v)  any  items  paid  by  Tenant  under  ARTICLE  9  of  this  Lease.
                                          ----------

               3.3.7     "Tenant's  Share"  shall  have the meaning set forth in
SECTION  7  of the Summary.  To the extent the number of rentable square feet of
----------
the  Premises  changes  throughout  the  Lease  Term,  Tenant's  Share  shall be
appropriately adjusted, and, as to the Expense Year in which such change occurs,
Tenant's  Share  for  such  Expense Year shall be determined on the basis of the
number  of  days  during  such Expense Year that each such Tenant's Share was in
effect.

     3.4     Allocation  of  Direct  Expenses.  Direct  Expenses  are determined
             --------------------------------
annually  for  the  Project  as  a whole.  Since the Building is only one of the
buildings  which  constitute  the Project, Direct Expenses shall be allocated by
Landlord,  as  provided  below,  to  both the tenants of the Building and to the
tenants  of  the Adjacent Building.  The portion of Direct Expenses allocated to
the  tenants  of  the  Building  shall  consist  of  (i)  all  Direct  Expenses
attributable  solely  to  the Building and (ii) an equitable portion (based upon
the  ratio  of  the  number of rentable square feet in the Building to the total
number  of  rentable square feet in the Project) of Direct Expenses attributable
to  the  Project  as  a whole after subtracting the Direct Expenses attributable
solely  to  the  Building  and  the  Adjacent  Building.


                                      -27-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     3.5     Calculation  and  Payment  of Additional Rent.  Tenant shall pay to
             ---------------------------------------------
Landlord,  in  the manner set forth in SECTION 3.5.1, below, as Additional Rent,
                                       -------------
an  amount  equal  to  the amount by which Tenant's Share of Direct Expenses for
each Expense Year exceeds Tenant's Share of the Annual Direct Expense Allowance.

          3.5.1     Statement  of  Actual Direct Expenses and Payment by Tenant.
                    -----------------------------------------------------------
Landlord  shall  endeavor  to give to Tenant on or before the first day of April
following  the  end  of  each  Expense Year, a statement (the "STATEMENT") which
shall  state  the Direct Expenses incurred or accrued for such preceding Expense
Year,  and  which  shall  indicate  the  amount of Tenant's Share of such Direct
Expenses  in  excess  of  Tenant's Share of the Annual Direct Expense Allowance.
Upon  receipt of the Statement for each Expense Year commencing or ending during
the  Lease  Term,  Tenant shall pay, with its next installment of Base Rent due,
the  full  amount  of Tenant's Share of Direct Expenses for such Expense Year in
excess  of  Tenant's  Share  of  the  Annual  Direct Expense Allowance, less the
amounts,  if  any, paid during such Expense Year as "Estimated Additional Rent,"
as  that  term  is  defined in SECTION 3.5.2, below.  If the first or last Lease
                               -------------
Year  does  not  coincide  with  an Expense Year, Direct Expenses and the Annual
Direct  Expense  Allowance shall be appropriately prorated based upon the actual
number  of days of the Lease Term in such Expense Year.  The failure of Landlord
to  timely  furnish  the  Statement  for  any  Expense  Year shall not prejudice
Landlord  or Tenant from enforcing its rights under this ARTICLE 3.  Even though
                                                         ---------
the  Lease  Term has expired and Tenant has vacated the Premises, when the final
determination  is made of Tenant's Share of Direct Expenses for the Expense Year
in  which this Lease terminates, Tenant shall pay to Landlord any unpaid amounts
described  herein  within  thirty  (30) days of invoice.  The provisions of this
SECTION  3.5.1  shall survive the expiration or earlier termination of the Lease
--------------
Term.

          3.5.2     Statement  of  Estimated  Direct  Expenses.  In addition, as
                    ------------------------------------------
soon  as  possible  after  the  start  of  each  Expense Year, but no later than
concurrently  with  the delivery of the Statement, Landlord shall furnish Tenant
with  a yearly expense estimate statement (the "ESTIMATE STATEMENT") which shall
set  forth  Landlord's  reasonable  estimate  (the "Estimate") of what the total
amount  of  Direct  Expenses  for  the then-current Expense Year will be and the
estimated  amount  of  Tenant's  Share  of  Direct Expenses for the then-current
Expense  Year in excess of Tenant's Share of the Annual Direct Expense Allowance
(the  "ESTIMATED  ADDITIONAL RENT"). Landlord shall have the right to adjust the
Estimate  Statement  from  time  to time during any Expense Year. The failure of
Landlord to timely furnish the Estimate Statement for any Expense Year shall not
preclude  Landlord from enforcing its rights to collect any Estimated Additional
Rent  under  this  ARTICLE  3.  Thereafter,  Tenant  shall  pay,  with  its next
                   ----------
installment  of  Base  Rent due, a fraction of the Estimated Additional Rent for
the  then-current  Expense  Year  (reduced  by  any amounts paid pursuant to the
penultimate  sentence  of  this  SECTION 3.5.2). Such fraction shall have as its
                                 -------------
numerator  the number of months which have elapsed in such current Expense Year,
including the month of such payment, and twelve (12) as its denominator. Until a
new  Estimate  Statement  is  furnished  (which Landlord shall have the right to
deliver  to Tenant at any time), Tenant shall pay monthly, with the monthly Base
Rent  installments, an amount equal to one-twelfth (1/12) of the total Estimated
Additional  Rent  set  forth  in  the  previous  Estimate Statement delivered by
Landlord  to  Tenant.


                                      -28-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Notwithstanding the foregoing content of this SECTION 3.5.2, Tenant shall not be
                                              -------------
obligated  to pay any Estimated Additional Rent during any Expense Year prior to
the  expiration  of  the  first  twelve  (12)  months  of  the  Lease  Term.

     3.6     Landlord's  Books  and Records.  Landlord shall utilize or cause to
             ------------------------------
be  utilized  accounting records and procedures for each Expense Year conforming
to  sound real estate accounting principles consistently applied with respect to
all  of the Direct Expenses for each Expense Year including, without limitation,
all  payments  of  Direct  Expenses.  In  the event that any other tenant in the
Building  performs an audit of Landlord's books and records and an adjustment to
Direct  Expenses  is  made,  the  results of such audit shall be sent to Tenant,
promptly,  to  allow  Tenant  to  determine  whether  Tenant  is  entitled  to a
corresponding  adjustment,  irrespective  of the expiration of the Review Period
(as  hereinafter  defined)  for  the  particular  Expense  Year  for  which  the
adjustment  was  made.  For a period of ninety (90) days after receipt by Tenant
of a Statement (the "REVIEW PERIOD"), Tenant shall have the right to dispute the
amount  of  Additional  Rent  due  from Tenant as set forth in the Statement, by
giving  written  notice  to  Landlord,  whereupon  Tenant's  employees  or  an
independent  certified  public  accountant  (which  accountant  is a member of a
nationally  recognized  accounting  firm)  designated  by Tenant, shall have the
right during normal business hours, to inspect and/or audit Landlord's books and
records  with respect to both the Statement most recently received by Tenant, as
well  as  with respect to the Statement applicable to the previous Expense Year,
at  Landlord's  or  the  Building  Managers  office.  However, Tenant's right to
inspect  and/or  audit  Landlord's  books  and  records,  as aforesaid, shall be
subject  to  the following:  (i) Tenant is not then in default of the payment of
Base Rent after expiration of any applicable cure period, and (ii) Tenant is not
then  in  default  of  the  payment  of  Tenant's Share of Direct Expenses after
expiration  of  any  applicable  cure period, provided that for purposes of this
item  (ii),  only, Tenant shall not be deemed to be in default of the payment of
Tenant's  Share  of  Direct  Expenses if Tenant is disputing, and withholding, a
portion  of  Tenant's  Share of Direct Expenses reasonably and in good faith, by
notice  delivered  to  Landlord  on  or  prior  to  the  due date of such Direct
Expenses,  and  the amount of Direct Expenses withheld by Tenant does not exceed
an  amount  equal  to the amount of Additional Rent set forth in the most recent
Statement  received  by  Tenant minus the amount of Additional Rent set forth in
the  Statement  for  the  immediately preceding Expense Year.  Landlord shall be
obligated  to  keep such books and records for all Expense Years until three (3)
years  following  the  expiration  of the Review Period for the previous Expense
Year, or such longer period as may reasonably be required in order to conduct an
audit  or  arbitration,  should  Tenant become entitled to same, pursuant to the
provisions  of  this  SECTION  3.6 or SECTION 19.41.  Tenant and such accountant
                      ------------    -------------
shall use their commercially reasonable efforts to cause their respective agents
and  employees  to  maintain  all information contained in Landlord's records in
strict confidence, and such accountant shall agree, in writing, that it will not
represent  any  other tenants or occupants of the Project in connection with any
review of the Building Operating Expenses.  Landlord shall cooperate with Tenant
during  the  course  of  such  inspection  or audit, and Landlord agrees, during
normal Building hours, to make those of its personnel available to Tenant as are
reasonably  necessary  to  conduct  such  inspection or audit, in which event no
inspection  or  audit  shall last more than ten (10) business days (or, provided
Tenant  is  conducting  such inspection or audit with due diligence, such longer
period  as may reasonably be required) in duration for any Expense Year audited.
Tenant's  representatives  shall  be entitled to make photostatic copies of such
records  at  Landlord's or the Building manager's office , provided Tenant bears
the  expense  of  such copying. If, after such inspection, Tenant still disputes


                                      -29-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
such  Additional  Rent,  Landlord  and  Tenant  shall  submit  such  dispute  to
arbitration pursuant to the terms of SECTION 19.41, below, at Tenant's sole cost
                                     -------------
and  expense; provided that if the determination of such arbitration is that the
Direct  Expenses  set  forth in the Statement were overstated by more than three
percent  (3%),  then,  the  cost  of  such  arbitration and of Tenant's audit or
inspection  of  Landlord's  books  and  records  shall  be paid for by Landlord.
Promptly  following the parties receipt of such determination, the parties shall
make  such  appropriate  payments or reimbursements, as the case may be, to each
other,  as  are  determined  to  be  owing  pursuant to such certification, with
interest  at  the  Interest  Rate  from  the date due until paid, in the case of
payments  by  Tenant to Landlord, or with interest at the Interest Rate from the
date paid until reimbursed, in the case of reimbursements by Landlord to Tenant.
The  payment  by  Tenant of any Additional Rent pursuant to this ARTICLE 3 shall
                                                                 ---------
not  preclude Tenant from questioning the correctness of any Statement delivered
by  Landlord, provided that the failure of Tenant to object thereto prior to the
expiration of the applicable Review Period shall be conclusively deemed Tenant's
approval  of  all  Statements  no  longer  subject to inspection and/or audit by
Tenant,  as  provided  above,  except  in  the  case of fraud by Landlord or its
employees  or  agents.  Once Tenant invokes the rights set forth in this SECTION
                                                                         -------
3.6  pursuant  to  the terms of this SECTION 3.6, Landlord and Tenant agree that
---                                  -----------
this  SECTION  3.6  shall  be  the sole method to be used by them to dispute the
      ------------
amount  of  any Direct Expenses payable or not payable by Tenant pursuant to the
terms of this Lease, and Landlord and Tenant hereby waive any right at law or in
equity  or  as  otherwise  provided  by  this Lease relating to any such subject
matter.

                                    ARTICLE 4

                                  STORAGE SPACE

     4.1     Storage  Area.  Commencing  as  of  the Lease Commencement Date and
             -------------
continuing  throughout  the  initial Lease Term and the Renewal Option Terms (if
applicable), Tenant shall lease from Landlord and Landlord shall lease to Tenant
that  certain  storage  area,  containing  8,062  rentable square feet of space,
located  in  the  basement level of the Building and shown on Exhibit G attached
                                                              ---------
hereto  ("STORAGE  AREA").  Prior  to  commencing  construction  of  any  tenant
improvements  in  the  Storage  Area  (which  construction  shall in no event be
commenced  before  it  is  legally  permissible to do so), Tenant shall identify
which  portions  of  the Storage Area, if any, shall be designated as permitting
"human occupancy" and such tenant improvements shall be constructed by Tenant in
accordance  with  the terms of the Tenant Work Letter. The Storage Area shall be
delivered  by Landlord to Tenant in its "as-is" condition, but shall include, at
a  minimum,  adequate  electrical  service  and  ventilation.

     4.2     Annual  Storage  Rent.  The annual rental rate for the Storage Area
             ---------------------
("ANNUAL  STORAGE  RENT")  shall  be  as  set forth in SECTION 12 of the Summary
                                                       ----------
during  the  initial  fifteen  (15) year Lease Term and shall be determined as a
separate  component  of  the  Option Rent during any Renewal Option Terms.  Such
Annual  Storage  Rent shall be payable in twelve (12) equal monthly installments
on the first day of each month in advance during the Lease Term at the same time
and  in  the same manner as Base Rent for the Premises.  In the event the Annual
Storage  Rent  is  not  paid  when  due,  Landlord shall have the same rights as
provided  in ARTICLE 12 of this Lease for unpaid Rent.  Tenant's Share shall not
             ----------
be  increased  as  a  result  of  Tenant's  leasing  of  the  Storage  Area.


                                      -30-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     4.3     Indemnification.  Except  to  the  extent  any loss, costs, damage,
             ---------------
expense  or liability is caused by (i) any default by Landlord in the observance
or  performance  of  any of the terms, covenants or conditions to be observed or
performed  by  Landlord  under  this  Lease,  or  (ii) the negligence or willful
misconduct  of  Landlord  or  any  of  its  agents,  employees,  contractors, or
licensees,  Tenant  hereby  indemnifies,  defends,  protects  and holds Landlord
harmless  from  any  and  all loss, cost, damage, expense and liability, whether
foreseeable  or  not,  from  any cause whatsoever, that Tenant may suffer to its
personal property located anywhere in the Storage Area or that it or its agents,
employees, principals, invitees, or licensees may suffer as a direct or indirect
consequence  of  Tenant's lease of or use of the Storage Area or access areas to
the  Storage  Area.  In  addition,  Tenant  hereby  agrees to indemnify, defend,
protect  and  hold  Landlord  harmless  from and against any loss, cost, damage,
liability, expense, claim, action or cause of action of any third party, whether
foreseeable  or  not,  resulting as a direct or indirect consequence of Tenant's
lease  or  use  of  the  Storage  Area  or  access  areas  to  the Storage Area.

     4.4     Use  of  Storage Area.  Except as herein expressly provided, Tenant
             ---------------------
agrees not to store any flammable or highly combustible materials in the Storage
Area.  Tenant  also  agrees  not to store excess or highly concentrated waste in
the  Storage  Area;  it shall be Tenant's responsibility to obtain from Landlord
the tolerable limits thereof.  Tenant agrees to use the Dead Storage Area solely
for storage purposes (e.g., files, clerical supplies, business forms) and not as
office  space.  Tenant agrees that Landlord and its agents may enter and inspect
the Storage Area and any goods stored therein during regular business hours upon
giving  twenty-four (24) hours prior notice to Tenant and so long as accompanied
by  a  representative  of  Tenant.  Tenant  shall, at its sole cost and expense,
deliver  to  Landlord  a  key  for  any locks installed by Tenant for Landlord's
emergency  entrance  purposes.  Except  as  the  provisions of ARTICLE 10 may be
                                                               ----------
applicable  to the use of the Storage Area, Landlord shall have no obligation to
maintain  or  repair  the Storage Area.  Tenant shall have the right to use that
portion  of  the Storage Area identified as permitting "human occupancy" for any
lawful  purpose,  provided  that  Tenant  fully  complies  with all laws, rules,
regulations,  ordinances  and  the recommendations of Insurance Service Offices,
and provided that Tenant performs such alterations and improvements, (i) in such
"human  occupancy" Storage Area as may be required by the Building Department of
the  City  of Los Angeles and (ii) in such other portions of the Storage Area as
may  be required by the City for hallways, restrooms, shafts, ducts, machine and
equipment  rooms  and  all  other  purposes collateral to or in support of human
occupancy  of  such portion of Tenant's Storage Area. Landlord agrees to provide
its  regular  building  HVAC  and  electrical  services  at  Tenant's expense as
Additional  Rent.  Subject  to the foregoing, Tenant shall have the right at any
time during the Lease Term, to change any portion of the Storage Area from "dead
storage" to "human occupancy" storage or from "human occupancy storage" to "dead
storage";  provided  that  before  doing  so Tenant shall give Landlord at least
sixty  (60)  days  written notice of such intended change. Whenever that occurs,
Landlord  and


                                      -31-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Tenant  shall execute an amendment to this Lease modifying EXHIBIT G and ARTICLE
                                                           ---------     -------
12  of  the  Lease Summary, accordingly.  Tenant agrees not to permit any odors,
--
fumes  or  gases  to  escape  from  any portion of the Storage Area or in to the
Building HVAC system, nor shall Tenant permit any vibrations or noise to emanate
from  said  Storage  Area  if  that  would impact other tenants in the Building.

     4.5     Assignment  and  Sublease.  The  Storage Area may not be separately
             -------------------------
assigned  or  subleased  by Tenant or otherwise transferred by Tenant, except in
connection  with any transfer permissible pursuant to the terms of ARTICLE 11 of
                                                                   ----------
this  Lease.

     4.6     Incorporation  of  Lease  Provisions.  The provisions of this Lease
             ------------------------------------
with  regard to the Premises, to the extent applicable and not inconsistent with
the  provisions  of this ARTICLE 4, shall be deemed to apply to the Storage Area
                         ---------
as  though  the  Storage  Area is part of the Premises, and as though the Annual
Storage  Rent  is  part  of  the  Base  Rent.

                                    ARTICLE 5

                                 USE OF PREMISES

     5.1     Permitted  Use.  Tenant  shall  use the Premises solely for general
             --------------
office  purposes  as  herein provided and, also, for any other legally permitted
use  which  is  consistent  with  the  character  of  the  Project  (i.e.,  as a
first-class  office  building  project),  and Tenant shall not use or permit the
Premises  to  be  used  for any other purpose or purposes whatsoever without the
prior  written  consent  of Landlord, which consent Landlord may withhold in its
sole discretion.  Except when and where Tenant's right of access is specifically
excluded  in  this Lease, Tenant shall have the right of access to the Premises,
Storage  Area,  all  Building Common Area and all Project Common Area, including
the  Parking Structure, twenty-four (24) hours per day, seven (7) days per week,
during  the  Lease Term.  Tenant shall have the right to use the ground floor of
the  Premises  to  service  drive-in  claims.  Landlord  hereby agrees that, (i)
during the Lease Term, as required by and subject to the terms of SECTION 19.27,
                                                                  -------------
below, Landlord shall comply with all laws, statutes, ordinances, building codes
and  governmental  regulations,  all  covenants  and  restrictions  of  record
applicable  to  the  Project,  (ii)  during  the Lease Term, all requirements of
Landlord's insurance carriers covering the Project will permit Tenant to use and
occupy  the  Premises  for  general  office purposes, and (iii) there will be no
legal  requirements  which  are  the responsibility of Landlord under this Lease
and/or  physical  impediments  relating  to  the  manner  of construction of the
Building  as  required  of  Landlord under this Lease that would as of the Lease
Commencement Date (or to the best of Landlord's knowledge would thereafter) have
the  effect of materially impairing or prohibiting Tenant's permitted use of the
Storage  Area,  all  Building Common Area, or all Project Common Area, including
the  Parking  Structure.

     5.2     Prohibited  Uses.  Tenant  further covenants and agrees that Tenant
             ----------------
shall not use, or suffer or permit any person or persons to use, the Premises or
any  part thereof for any use or purpose contrary to the provisions of the Rules
and  Regulations set forth in EXHIBIT E, attached hereto, or in violation of the
                              ---------
laws  of  the  United  States  of  America,  the  State  of  California,  or the
ordinances,  regulations  or  requirements  of  the  local,  municipal or county
governing body or other lawful authorities or quasi-governmental agencies having
jurisdiction  over  the  Project,  including, without limitation, any such laws,
ordinances,  regulations  or  requirements  relating to "Hazardous Material", as
that  term  is defined in SECTION 19.25.4 below.  Notwithstanding the provisions
                          ---------------
of  Rule  15  of  the Rules and Regulations attached hereto as EXHIBIT E, Tenant
                                                               ---------
shall  have  the right to utilize portions of the Premises located on the ground
floor  of  the  Building for the operation of a kitchen/dining room or cafeteria
exclusively  for  use of Tenant's employees and business invitees, provided that
such  use  is not otherwise in violation of the aforesaid federal, state, county


                                      -32-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
and  city  laws,  codes,  ordinances,  and  governmental  rules  and regulations
thereunder.

     5.3     CC&Rs.  Tenant  agrees  to  subordinate  this Lease to the terms of
             ------
that  certain  "Declaration and Agreement Establishing Covenants, Conditions and
Restrictions and Grants of Easements" (as and to the extent amended from time to
time,  the "CC&RS") attached hereto as EXHIBIT P, which CC&Rs may be recorded on
                                       ---------
the  Property after the date hereof.  To evidence Tenant's subordination of this
Lease  to  the CC&Rs, Tenant shall execute and deliver to Landlord, concurrently
herewith,  a "Subordination Agreement" in the form attached hereto as EXHIBIT Q.
                                                                      ---------
Landlord  covenants  and  agrees  that  the provisions of the CC&Rs and Tenant's
subordination thereto under the terms of the Subordination Agreement referred to
below,  may  never  be  construed  in  a manner that would materially impair (i)
Tenant's  use  of  the  Premises  or  (ii)  the exercise by Tenant of the rights
conferred upon Tenant pursuant to the terms of this Lease, or that would include
in  Operating  Expenses  pursuant  to Section 3.3.4(ix) any "costs, expenses and
amounts"  falling  within  the  definition  of  "Common  Expenses"  in the CC&Rs
(including  administrative  fees),  that  would otherwise not be included in (or
would  be  expressly  excluded  from) Operating Expenses under the provisions of
Section  3.3  hereof.  Tenant  agrees  that Landlord may, without Tenant's prior
consent,  modify  the terms of the CC&Rs without affecting Tenant's agreement to
subordinate  this Lease thereto, so long as such modifications do not materially
and adversely affect Tenant's rights or obligations under this Lease.  Except as
aforesaid,  Landlord  may  modify  the  CC&Rs  only  with Tenant's prior written
consent,  which  shall  not be unreasonably withheld, conditioned or delayed and
which  shall  be  deemed to have been given by Tenant to Landlord if Tenant does
not  respond to Landlord's request for consent within fifteen (15) business days
after  Landlord's  delivery  of  such  request  to  Tenant.

                                    ARTICLE 6

                 MAINTENANCE, REPAIRS, ADDITIONS AND ALTERATIONS

     6.1     Repairs.
             -------

          6.1.1     Duties  to  Repair.  The  construction  of  the  tenant
                    ------------------
improvements  to  the Premises shall be governed by the terms of the Tenant Work
Letter  and  not the terms of this ARTICLE 6.  Except as provided in ARTICLES 8,
                                   ---------                         -----------
13  AND  19,  Landlord shall maintain and repair the Building, the Common Areas,
-----------
and the "Parking Structure," as that term is defined in SECTION 18.1.  All costs
                                                        ------------
incurred  by Landlord in performing such maintenance and repairs pursuant to the
terms  of  this  SECTION 6.1.1 (but not including the "Premises Obligations") as
                 -------------
that  term  is  defined  below)  shall  be included in Operating Expenses to the
extent  permitted  under  the  terms of ARTICLE 3 of this Lease.  Landlord shall
                                        ---------
also  maintain  and  repair  the Tenant Improvements (as that term is defined in
SECTION  2.1  of  the  Tenant  Work Letter) and the Alterations (as that term is
------------
defined  in  SECTION  6.2  hereof)  (the  maintenance  and  repair of the Tenant
             ------------
Improvements and the Alterations being collectively referred to as the "PREMISES
OBLIGATIONS").  Costs  incurred  by  Landlord  in  connection  with the Premises
Obligations  shall  not  be  included in Operating Expenses, but shall be billed
directly to Tenant as Additional Rent, and paid by Tenant to Landlord concurrent
with  the  next  payment  of  Base  Rent  due hereunder.  Landlord may enter the
Premises  at all reasonable times to perform its Premises Obligations, and, when
reasonably  required,  to  perform maintenance and repairs to other parts of the
Project  or to any equipment located in the Project, as Landlord shall desire or


                                      -33-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
deem  necessary,  or  as  Landlord  may  be  required  to  do by governmental or
quasi-governmental  authority  or  court  order or decree; provided that, in any
event,  Landlord  shall  use commercially reasonable efforts to perform any such
work  other  than  during  "Building  Hours,"  as  that term is defined below in
SECTION 10.1.1.  Subject to SECTION 6.1.2, Tenant hereby waives and releases its
      --------              -------------
right  to make repairs at Landlord's expense under SECTIONS 1941 and 1942 of the
                                                   -------------     ----
California  Civil  Code  or  under any similar law, statute, or ordinance now or
hereafter  in  effect.

          6.1.2     Tenant's  Right  to  Make  Repairs.
                    ----------------------------------

               6.1.2.1          Tenant's  Actions.  If Tenant provides notice to
                                -----------------
Landlord  of an event or circumstance which requires the action of Landlord with
respect to an obligation of Landlord under the terms of SECTION 6.1.1 or 10.1 of
                                                        -------------    ----
this  Lease,  and Landlord fails, within a reasonable time period, to provide or
commence  to  provide  such action as required by the terms of this Lease, then,
Tenant  may  proceed  to take the required action upon delivery of an additional
ten (10) business days notice to Landlord and any beneficiary of a trust deed or
other  similar  instrument  encumbering  the  Building  or ground lessor under a
ground  lease  encumbering  the  Building (collectively, the "LENDER") (provided
that  Tenant  has been given the name and address of any such Lender) specifying
that  Tenant  is  taking  such  required action, and if such action was required
under  the  terms of SECTION 6.1.1 or 10.1 of this Lease to be taken by Landlord
                     -------------    ----
(and  if  such  action  does  not  relate  to  the  Premises Obligations), then,
notwithstanding  the  provisions  of  SECTION  7.1,  Tenant shall be entitled to
                                      ------------
prompt  reimbursement  by  Landlord of Tenant's reasonable costs and expenses in
taking  such action, and such costs and expenses actually reimbursed by Landlord
shall,  notwithstanding  anything  to  the  contrary set forth in this Lease, be
included  in  Operating  Expenses.  If  such  action  relates  to  the  Premises
Obligations, Tenant shall, notwithstanding anything to the contrary set forth in
this  Lease, not be entitled to reimbursement by Landlord of Tenant's reasonable
costs  and expenses in taking such action, but such costs and expenses shall not
be  included  in  Operating  Expenses.  Notwithstanding  the  foregoing,  in
the  event  of  an  "Emergency Condition," as that term is defined below in this
SECTION  6.1.2.1, Tenant shall immediately notify Landlord and Lender, either in
----------------
writing  or  orally  with  an  immediate  follow-up  notice  in writing, that an
Emergency  Condition exists.  If an Emergency Condition exists and Tenant has so
notified  Landlord,  but Landlord fails to initiate the required remedial action
within  a reasonable period of time and fails to continuously work to correct or
commence  to  correct the Emergency Condition, then Tenant shall have the right,
but  not  the obligation, to initiate such remedial action itself.  In the event
Tenant  takes  such action, whether or not an Emergency Condition, and such work
will  affect  the  Systems  and Equipment, structure of the Building or exterior
appearance  of  the  Building,  Tenant  shall use only those contractors used by
Landlord  in the Building for such work unless such contractors are unwilling or
unable  to  perform such work, in which event Tenant may utilize the services of
any  other  qualified  contractor  which normally and regularly performs similar
work  in  the Comparable Buildings.  The term "Emergency Condition" shall mean a
condition  or  circumstance,  the  repair  of which is Landlord's responsibility
under SECTION 6.1.1 or 10.1 of this Lease, and the correction of which would not
      -------------    ----
require governmental approval or permits and which, if not repaired immediately,


                                      -34-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
would either (i) cause an imminent risk of personal injury to Tenant's employees
or  customers,  or  (ii)  result  in  significant  damage  to Tenant's property.

               6.1.2.2          Payment  of Costs.  If Landlord does not deliver
                                -----------------
a detailed written objection to Tenant, within thirty (30) days after receipt of
an  invoice by Tenant of its costs of taking action for which Tenant is entitled
to  be  reimbursed  by  Landlord  under SECTION 6.1.2.1, above, and which Tenant
                                        ---------------
claims  should have been taken by Landlord, and if such invoice from Tenant sets
forth  a  reasonably  particularized  breakdown  of  its  costs  and expenses in
connection  with taking such action on behalf of Landlord, then, notwithstanding
the  provisions  of  SECTION  7.1,  Tenant shall be entitled to deduct from Rent
                     ------------
payable  by  Tenant  under  this  Lease  the  amount  set forth in such invoice,
provided  that  the  total  amount  of  such  credit shall be amortized over the
remaining  Lease  Term,  with interest on the unamortized portion of such amount
accruing  at the Interest Rate.  If, however, Landlord delivers to Tenant within
thirty  (30)  days after receipt of Tenant's invoice, a written objection to the
payment  of such invoice, setting forth with reasonable particularity Landlord's
reasons  for its claim that (i) such action did not have to be taken by Landlord
pursuant  to  the  terms  of  this  Lease,  (ii)  Tenant  is  not  entitled  to
reimbursement  under  SECTION  6.1.2.1,  or  (iii) the charges are excessive (in
                      ----------------
which  case  Landlord  shall  pay  the  amount  it  contends would not have been
excessive),  then  Tenant shall not be entitled to such deduction from Rent (and
shall  repay  to Landlord any such amounts previously deducted), but as Tenant's
sole  remedy,  Tenant  may  proceed to institute arbitration proceedings against
Landlord pursuant to SECTION 19.41 of this Lease to collect the amount set forth
                     -------------
in  the  subject  invoice.  To  the extent Tenant appropriately deducts any sums
from Rent under this SECTION 6.1.2, and if such sums, had the same been expended
                     -------------
by Landlord, been includable in Operating Expenses pursuant to the terms of this
Lease  (the  "INCLUDABLE  DEDUCTED  SUMS"),  then  the amount of such Includable
Deducted  Sums  shall  be  included  in  Operating  Expenses.

          6.1.3     Telecommunications  Risers.  Upon  the expiration or earlier
                    --------------------------
termination  of the Lease Term, provided the same is requested by Landlord prior
to  Tenant  having vacated the Premises, Tenant shall, at Tenant's sole cost and
expense,  remove  the telecommunications cabling located and installed by Tenant
or its agents on the floors of Tenant's Premises and in the riser closets of the
Building  (collectively,  the  "RISER AREAS") and shall repair any damage to the
Premises, Building and/or the systems of the Building, at Tenant's sole cost and
expense, resulting from such removal by Tenant.  Landlord shall, as an Operating
Expense for the Building or the Project, as the case may be, maintain and repair
the Riser Areas and the conduit (excluding the lines or cabling located therein)
installed  in  the  Riser  Areas  and  the  Project Common Area by Landlord, and
Landlord  shall  have  access  to  the  Riser  Areas  in  order  to satisfy such
maintenance  and  repair  responsibilities  and  to  provide  telecommunications
service (including roof top telecommunications services) to other tenants of the
Building  or  third  parties.

     6.2     Alterations  and  Additions.  Tenant  may  make  alterations  and
             ---------------------------
additions to the Premises (collectively, "ALTERATIONS") that will not materially
or  adversely  affect  the Building structure, appearance of the Building or the
Building  Systems  and  Equipment  or other systems or equipment in the Premises
without  Landlord's  consent.  Tenant  shall  give  Landlord  at  least five (5)
business  days  prior notice of such Alterations which do not require Landlord's
consent,  which notice shall be accompanied by reasonably adequate evidence that
such  changes  meet  the  criteria  as set forth above in this SECTION 6.2.  Any
                                                               -----------
Alterations  which  will  materially or adversely affect the Building structure,


                                      -35-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
appearance  of  the  Building  or  the  Building  Systems and Equipment or other
systems and equipment in the Premises shall require the prior written consent of
Landlord,  which  consent shall be requested by Tenant not less than thirty (30)
days  prior  to  the  commencement  thereof,  and  which  consent  shall  not be
unreasonably  withheld  or  delayed.

     6.3     Manner  of Construction.  When Landlord's consent to Alterations is
             -----------------------
required  as provided in SECTION 6.2, Landlord may impose, as a condition of its
                         -----------
consent  to  any and all Alterations to the Premises or repairs to the Premises,
such  reasonable  requirements  as  Landlord  in  its  sole  discretion may deem
desirable, including, but not limited to the requirements (which may be imposed,
if  at  all, only at the time of Landlord's consent to the Alterations) (i) that
Tenant  utilize  for  such  purposes  only contractors, materials, mechanics and
materialmen  reasonably  approved  by  Landlord,  or  (ii) that Tenant shall, at
Tenant's  expense,  remove  any  and  all Alterations upon the expiration or any
early  termination  of  the Lease Term.  In any event, any contractor performing
mechanical,  electrical,  plumbing,  lifesafety,  sprinkler  or structural work,
shall  be  approved  in  advance  by  Landlord,  which  approval  shall  not  be
unreasonably withheld.  Tenant shall construct such Alterations and perform such
repairs  in  conformance  with  any and all applicable federal, state, county or
municipal  laws,  rules and regulations and pursuant to a valid building permit,
all in conformance with Landlord's construction rules and regulations.  All work
with  respect  to  any Alterations must be done in a good and workmanlike manner
and  diligently  prosecuted  to completion to the end that the Premises shall at
all  times  be  a complete unit except during the period of work.  In performing
the  work  of any such Alterations, Tenant shall have the work performed in such
manner so as not to obstruct access to the Project or any portion thereof by any
other  tenant of the Project, and so as not to obstruct the business of Landlord
or  other  tenants in the  Project, or interfere with the labor force working in
the  Project.  In  addition  to Tenant's obligations under SECTION 19.18 of this
                                                           -------------
Lease,  upon  completion  of any Alterations, Tenant agrees to cause a Notice of
Completion  to  be  recorded  in the office of the Recorder of the County of Los
Angeles  in  accordance  with  SECTION  3093  of  the Civil Code of the State of
                               -------------
California  or  any  successor  statute, and Tenant shall deliver to the Project
management  office  copies  of  all  applicable  permits,  lien  releases,  and
appropriate  architectural certifications, as well as a reproducible copy of the
"as  built"  drawings  of  the  Alterations.

     6.4     Payment  for  Alterations.  In  the  event  Tenant  orders  any
             -------------------------
Alterations  directly  from  Landlord, the charges for such work shall be deemed
Additional  Rent  under  this  Lease,  payable  within ten (10) business days of
billing  therefor,  either  periodically  during  construction  or  upon  the
substantial  completion  of  such  work,  at  Landlord's option.  If payment for
Alterations  is made by Tenant directly to contractors, Tenant shall comply with
Landlord's  requirements  for final lien releases and waivers in connection with
Tenant's payment for work to such contractors.  If Tenant orders any Alterations
directly  from  Landlord,  Tenant  shall  pay to Landlord a fee in the amount of
fifteen  percent  (15%)  of the cost of such work to compensate Landlord for all
overhead,  general  conditions,  fees  and other costs and expenses arising from
Landlord's  involvement  with  such  work.  With  respect  to  all  Alterations
performed  by  Tenant  requiring  the  prior written consent of Landlord, Tenant
agrees  to  reimburse  Landlord for Landlord's reasonable out-of-pocket expenses
incurred  in  connection  with  Landlord's  review  and  approval  of such work,
provided  that in no event shall such expenses exceed seven and one-half percent
(7  1/2%)  of  the  total  cost  of  such  work.


                                      -36-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     6.5     Construction Insurance.  In addition to the requirements of ARTICLE
             ----------------------                                      -------
7  of this Lease, in the event that any "Transferee," as that term is defined in
ARTICLE  11 of this Lease (but not the originally-named Tenant or any Affiliate)
-----------
makes  any  Alterations,  prior  to  the  commencement of such Alterations, such
Transferee  shall  provide Landlord with evidence that it carries "Builder's All
Risk"  insurance  in  an  amount  reasonably  approved  by Landlord covering the
construction  of  such  Alterations,  and  such  other insurance as Landlord may
reasonably  require, it being understood and agreed that all of such Alterations
shall be insured by Landlord pursuant to SECTION 7.2.1 of this Lease.  If Tenant
                                         -------------
does  not  carry such insurance, Tenant shall be deemed to have self-insured for
all  of  the  risks  covered  by  such  insurance, which self-insurance shall be
governed  by  the  terms of SECTION 7.3.5, below.  In addition, Landlord may, in
                            ------------
its  discretion, require such Transferee to obtain a lien and completion bond or
some alternate form of security satisfactory to Landlord in an amount sufficient
to  ensure the lien-free completion of such Alterations and naming Landlord as a
co-obligee.

     6.6     Landlord's  Property.  All Alterations or improvements which may be
             --------------------
installed  or placed in or about the Premises, and all signs installed in, on or
about  the Premises, from time to time, shall be at the sole cost of Tenant and,
upon the expiration or sooner termination of the Lease Term, shall be and become
the property of Landlord.  Notwithstanding the foregoing, upon the expiration or
earlier  termination  of  the  Lease,  Tenant  may  remove  all  of its personal
property,  including,  without  limitation,  the  items  listed on SCHEDULE 5 to
                                                                   ----------
EXHIBIT  C,  and,  additionally,  any  Alterations,  improvements or signs which
---------
Tenant can reasonably substantiate to Landlord were not paid for with any tenant
improvement  allowance funds provided to Tenant by Landlord, and provided Tenant
repairs  any  damage  to  the  Premises  and  Building  caused  by such removal.
Furthermore,  if  Landlord,  as  a  condition  to  Landlord's  consent  to  any
Alteration,  required that Tenant, at Landlord's election, remove any Alteration
upon  the  expiration or earlier termination of the Lease Term, and with respect
to  any  "Tenant  Improvement Removal Items," as that term is defined in SECTION
                                                                         -------
2.1  of  the  Tenant  Work  Letter, Landlord may, by written notice to Tenant at
---
least thirty (30) days prior to the end of the Lease Term, or given concurrently
with  any  earlier  notice  of  termination  of  this  Lease, require Tenant, at
Tenant's expense, to remove such Alterations or Tenant Improvement Removal Items
and to repair any damage to the Premises and Building caused by such removal. If
Tenant  fails to complete such removal and/or to repair any damage caused by the
removal  of  any Alterations, Landlord may do so and may charge the cost thereof
to  Tenant.

     6.7     Additional  Costs.  To  the  extent  that,  as  a  result  of  any
             -----------------
Alterations,  the real estate taxes payable with respect to the Building, or the
net  cost of insurance (required to be carried by Landlord pursuant to the terms
of  this  Lease), are increased, Tenant shall pay to Landlord as Additional Rent
one  hundred  percent  (100%)  of  any  such increase in cost; provided, that if
Tenant  rejects  Landlord's  assertion,  as Landlord's sole remedy, Landlord may
proceed  to institute arbitration proceedings against Tenant pursuant to SECTION
                                                                         -------
19.41 of this Lease to collect the amount of such claimed increase in Landlord's
-----
cost  of  real  estate  taxes  and/or  insurance.


                                      -37-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                    ARTICLE 7

                                    INSURANCE

     7.1     Indemnification  and  Waiver.  To the extent not prohibited by law,
             ----------------------------
Landlord,  its  partners,  subpartners  and  their  respective officers, agents,
servants,  employees,  and  independent  contractors  (collectively,  "LANDLORD
PARTIES")  shall  not  be  liable  for,  and  are  hereby  released  from  any
responsibility  for,  any  damage either to person or property or resulting from
the loss of use thereof, which damage is sustained by Tenant or by other persons
claiming  through  Tenant  due  to  the  Project  (including claims for worker's
compensation  of  Tenant's  employees)  or any part thereof or any appurtenances
thereof  needing  repair  (including  any  improvements, materials, or equipment
relating to telephone or telecommunication systems), or due to the occurrence of
any  accident  or event in or about the Project, or due to any act or neglect of
any  tenant  or occupant of the Project, including the Premises, or of any other
person.  The  provisions  of  this SECTION 7.1 shall apply particularly, but not
                                   -----------
exclusively,  to  damage caused by gas, electricity, steam, sewage, sewer gas or
odors,  fire, water or by the bursting or leaking of pipes, faucets, sprinklers,
plumbing  fixtures  and  windows,  and shall apply without distinction as to the
person  whose  act  or  neglect  was  responsible for the damage and whether the
damage  was  due  to  any of the causes specifically enumerated above or to some
other  cause  of  an  entirely different nature.  Tenant further agrees that all
personal property upon the Project shall be at the risk of Tenant only, and that
Landlord  shall  not  be liable for any loss or damage thereto or theft thereof.
Except  as  hereinafter  provided,  Tenant shall indemnify, defend, protect, and
hold  harmless  Landlord  and  the Landlord Parties from any and all loss, cost,
damage,  expense  and  liability  (including  without limitation court costs and
reasonable  attorneys'  fees)  incurred  in  connection with or arising from any
cause  in  the  Premises,  including,  without  limiting  the  generality of the
foregoing:  (i) any default by Tenant in the observance or performance of any of
the terms, covenants or conditions of this Lease on Tenant's part to be observed
or performed; (ii) the use or occupancy of the Premises by Tenant, its partners,
subpartners  and  their  respective  officers,  agents, servants, employees, and
independent  contractors,  or  any  person  claiming by, through or under Tenant
(collectively,  "TENANT  PARTIES");  (iii)  the condition of the Premises or any
occurrence  or  happening  on  the  Premises from any cause whatsoever; (iv) any
acts, omissions or negligence of Tenant or of any person claiming by, through or
under  Tenant,  or  of the contractors, agents, servants, employees, visitors or
licensees  of  Tenant  or  any  such person, in, on or about the Premises or the
Project, either prior to, during, or after the expiration of the Lease Term; (v)
Tenant's  installation,  maintenance or operation of its own security system for
the  Premises (which Tenant shall be entitled to install subject to the terms of
SECTION  10.1.7)  and/or  for  Tenant's  "tie-in" of the security system for the
---------------
Premises  into the Building's security system; and (vi) Tenant's maintenance and
repairs  performed pursuant to SECTION 6.1.2 of this Lease, except as therein is
                               -------------
expressly  provided. Notwithstanding the foregoing, Tenant shall not be required
to  indemnify  and  hold  Landlord and/or the Landlord Parties harmless from any
loss,  cost,  liability,  damage  or  expense,  including,  but  not limited to,
penalties,  fines, attorneys' fees or costs (collectively, "CLAIMS"): (i) to any
person,  property  or entity resulting from the negligence or willful misconduct
of  Landlord or its agents, servants, employees or licensees, in connection with
Landlord's  activities  in  the  Building  (except  for  damage  to  the  Tenant
Improvements  and  Tenant's personal property, fixtures, furniture and equipment


                                      -38-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
in the Premises), or the Project, or (ii) resulting from damage to the structure
of  the  Building or to the Systems and Equipment which damage is covered by the
insurance  policies  carried  by  Landlord or required to be carried by Landlord
with  respect  to  the  Project  (and  not  within  the amount of any deductible
permitted  pursuant  to  SECTION  7.2.1  and  required to be paid under any such
                         --------------
policy),  or  (iii)  results  from  any default by Landlord in the observance or
performance  of  any  of  the  terms,  covenants  or conditions of this Lease on
Landlord's  part to be observed or performed; and Landlord hereby so indemnifies
and  holds  Tenant  harmless from any such Claims; provided further that because
Landlord  is  required  to  maintain  insurance  on  the  Building  and  Tenant
compensates  Landlord  for  such  insurance  as part of Tenant's Share of Direct
Expenses  and  because  of  the existence of waivers of subrogation set forth in
SECTION 7.4 of this Lease, Landlord hereby indemnifies and holds Tenant harmless
-----------
from  any  Claims  to  any  property outside of the Premises or the Common Areas
(including  the  Parking  Structure)  to  the  extent such Claims are covered by
insurance  required  to  be  carried  by  Landlord,  even  if resulting from the
negligent  acts,  omissions  or  willful  misconduct  of  Tenant or those of its
agents,  contractors, servants, employees or licensees.  Similarly, since Tenant
must  carry  insurance pursuant to this ARTICLE 7 to cover its personal property
                                        ---------
within  the Premises, Tenant hereby indemnifies and holds Landlord harmless from
any  Claims  with  respect  to  property within the Premises, to the extent such
Claims  are required to be covered by such insurance, even if resulting from the
negligent  acts,  omissions  or  willful  misconduct of Landlord or those of its
agents,  contractors,  servants, employees or licensees.  The provisions of this
SECTION  7.1  shall  survive  the expiration or sooner termination of this Lease
------------
with  respect  to  any  claims or liability arising in connection with any event
occurring  prior to such expiration or termination.  Notwithstanding anything to
the  contrary  contained  in  this Lease, nothing in this Lease shall impose any
obligations  on  Tenant  or  Landlord  to be responsible or liable for, and each
hereby  releases  the  other from, all liability for consequential damages other
than  those  consequential damages incurred by Landlord in connection with (i) a
holdover  of  the Premises by Tenant after the expiration or earlier termination
of this Lease, as more particularly provided in SECTION 19.7 of this Lease, (ii)
                                                ------------
Tenant's  use  or  storage  of "Hazardous Materials," as that term is defined in
SECTION  19.25.4,  below,  (iii) Tenant's use of the rights set forth in SECTION
----------------                                                         -------
6.1.2,  above;  or  (iv)  Tenant's breach of the terms of SECTIONS 19.1 or 19.11
                                                          -------------    -----
of this Lease.

     7.2     Landlord's  Insurance.  From  and after the Lease Commencement Date
             ---------------------
and  throughout the Lease Term, Landlord shall maintain in full force and effect
the  policies  of  insurance  set  forth  below in SECTIONS 7.2.1 THROUGH 7.2.3.
                                                   ----------------------------

          7.2.1     Landlord's  Fire  and  Casualty  Insurance.  Property damage
                    ------------------------------------------
insurance  covering  the  Building  (including the Systems and Equipment and the
Building  telecommunications  riser  system),  the Parking Structure, the Tenant
Improvements  and the Alterations (but excluding Tenant's personal property) and
all  other improvements in and about the Common Areas in which Landlord may have
an  insurable interest, providing protection against all risks of physical loss,
inclusive  of  standard  fire  and  extended  coverage  insurance,  including
endorsements  against  vandalism,  malicious  mischief  and  other  perils,  but
excluding,  except  as  set  forth  below in SECTION 7.2.3, endorsements against
                                             -------------
earthquake,  all  in  amounts  not less than one hundred percent (100%) of their
full  replacement  cost  valuation  from time to time during the Lease Term with
deductible  amounts  which shall not be in excess of the commercially reasonable


                                      -39-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
deductibles  under  insurance  policies  as  are  carried, generally, by prudent
landlords  of  Comparable  Buildings.  Landlord's  obligation  to  insure  the
Alterations  shall commence only after thirty (30) days prior notice from Tenant
setting  forth a list of the Alterations to be insured.  Landlord's policy shall
contain  at least twelve (12) months of "rental income loss" coverage payable in
instances  in  which  Tenant  is entitled to Rent abatement hereunder, and shall
include  (i)  an  "extended coverage" endorsement, (ii) a "building laws" and/or
"law and ordinance" coverage endorsement (which endorsement may, notwithstanding
the  foregoing  provisions  of  this  SECTION  7.2.1,  contain  a  commercially
                                      --------------
reasonable  sublimit)  that  covers  "costs  of demolition," "increased costs of
construction"  due  to changes in building codes and "contingent liability" with
respect  to  undamaged  portions  of  the  Building,  and  (iii)  an "earthquake
sprinkler  leakage"  endorsement,  with  each  such  endorsement to be of a kind
required  by Landlord or by Lender to assist Landlord in funding its obligations
under  this  Lease to repair and restore the Building (including the Systems and
Equipment),  the Parking Structure, the Tenant Improvements, the Alterations and
the  Common  Areas.  Such  policy  shall  also  contain  a  "stipulated  value"
endorsement  deleting  any co-insurance provisions.  In addition, Landlord shall
maintain  "boiler  machinery" coverage (and a joint loss agreement if the boiler
machinery  coverage  is  issued  by a different insurance company than the basic
property  insurance).

          7.2.2     General  Liability  Insurance.  Comprehensive  general
                    -----------------------------
liability  insurance  for bodily injury and property damage, adequate to protect
Landlord  and  all  additional insureds against liability for (i) the actions of
Landlord  and Landlord's agents, employees and contractors and (ii) injury to or
death  of  any one or more persons in an occurrence, and for damage to property,
arising  in  connection with the (a) construction or alteration of the Building,
the  Parking  Structure  and  all  improvements in and about the Building Common
Areas,  (b)  the  use,  operation  or  condition of the Common Areas, or (c) the
condition  of the Premises unrelated to Tenant's use. Such insurance shall be in
an  amount of not less than Ten Million Dollars ($10,000,000.00) Combined Single
Limit,  which  amount shall be increased throughout the Lease Term to the extent
of  such  coverage customarily carried by landlords of Comparable Buildings, and
which  shall  insure  against any and all liability of the insured as aforesaid.

          7.2.3     Earthquake  Coverage.
                    --------------------

               7.2.3.1  Landlord  Required Earthquake Insurance.  Subject to the
                        ---------------------------------------
terms  of  SECTION 7.2.3.3, below, Landlord shall, at all times during the Lease
           ---------------
Term,  maintain  difference  in  conditions, property damage insurance providing
earthquake  coverage  in  an  amount  at  least  equal  to the "Minimum Coverage
Amount,"  as that term is defined below in this SECTION 7.2.3.1, which insurance
                                                ----------------
(the  "EARTHQUAKE  INSURANCE")  (i)  is  in  a coverage amount equal to at least
thirty  percent  (30%) of the "Replacement Cost", as that term is defined below,
and  which  covers  the  Building  and  the  Tenant  Improvements (but excluding
Tenant's  personal  property)  (the  aggregate estimated replacement cost of the
Building  and Tenant Improvements shall be known as the "REPLACEMENT COST"), and
(ii)  has  a  deductible  equal  the  lesser  of  (A)  ten  percent (10.0%) (the
"DEDUCTIBLE  PERCENTAGE")  of  the  Replacement Cost, or (B) $2,000,000.00.  The
requirements  set  forth in items (i) and (ii), above, are referred to herein as
the  "MINIMUM  COVERAGE  AMOUNT."  Notwithstanding  anything to the contrary set
forth  in  this  Section  7.2.3, the Minimum Coverage Amount may be satisfied by
Landlord  carrying  a  single  building  policy  wherein  Replacement  Cost, for
purposes  of calculating the coverage amount and deductible, relates only to the


                                      -40-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Building,  or  a  blanket  policy,  wherein  Replacement  Cost,  for purposes of
calculating the coverage amount and deductible, relates to all of the structures
covered  by  such  policy.

               7.2.3.2     Self-Insurance.  At  such times during the Lease Term
                           --------------
that  Landlord satisfies the "Net Worth Amount" and "Liquidity Amount," as those
terms  are  defined  in  SECTION  7.3.5.2,  below  (collectively, the "FINANCIAL
                         ----------------
REQUIREMENTS"),  Landlord shall have the right to self-insure the requirement of
this  SECTION  7.2.3  (the  "EARTHQUAKE  SELF-INSURANCE").
      --------------

               7.2.3.3  Self-Insurance  Gross-Up.  In  any  Expense  Year during
                        ------------------------
which  Landlord  elects  the  Earthquake Self-Insurance, as set forth in SECTION
                                                                         -------
7.2.3.2,  above,  at  Landlord's election, Direct Expenses for such Expense Year
-------
shall  be  deemed  to be increased by an amount equal to what a Minimum Coverage
Amount  earthquake  policy  would have cost Landlord during the first Lease Year
(even  in  the event Landlord carried Earthquake Insurance in a greater coverage
amount  than  the  Minimum  Coverage  Amount  during such first Lease Year) (the
"SELF-INSURANCE  GROSS-UP").  If  Landlord  elects the Earthquake Self-Insurance
during  only a portion of a particular Expense Year, the Self-Insurance Gross-Up
for  such  Expense  Year  shall be prorated based on the portion of such Expense
Year  that  Landlord  elected  the Earthquake Self-Insurance.  By way of example
only,  which  example  in  no  way  modifies  the  foregoing,  if,  but  for the
Self-Insurance  Gross-Up, Direct Expenses in the fifth Lease Year would be $9.00
per  square foot; if the annual Direct Expense Allowance is $8.00; and if during
that  Lease Year the Landlord incurred no costs for Earthquake Insurance because
it was entitled to self-insure the same; and if the premium paid by Landlord for
the  Minimum  Coverage  Amount  during  the first Lease Year was $.25 per square
foot,  then,  Tenant's  Share  of  the Annual Direct Expenses that year would be
grossed-up  to  $1.25  per  square  foot.

          7.2.4     Availability  of  Landlord's  Insurance.  Notwithstanding
                    ---------------------------------------
anything to the contrary set forth in this Lease, Landlord shall not be required
to  maintain  all  or  any portion of any insurance coverage required under this
SECTION  7.2,  including any endorsements thereto and/or the "Best's Rating," as
------------
that  term  is  defined  in SECTION 7.3.5 below (all or any portion of the items
                            -------------
described  above  to  be  known as a "COVERAGE ITEM") to the extent the Coverage
Item  is  not  commercially  available,  or  is  not available at a commercially
reasonable  cost;  provided  that  a  Coverage  Item  shall  be deemed to be not
commercially available, or not available at a commercially reasonable cost, only
if  most  of  the  landlords  of  the Comparable Buildings are not carrying such
Coverage  Item.

          7.2.5     Other  Terms.  Additionally,  at  the  option  of  Landlord,
                    ------------
Landlord's insurance policies may include one or more loss payee endorsements in
favor of the Lender.  Notwithstanding anything to the contrary contained in this
Lease,  Landlord  and  Tenant hereby agree that, subject to the terms of Section
                                                                         -------
3.3.4,  the premiums for all insurance maintained by Landlord from and after the
-----
Lease  Commencement  Date  in connection with the terms of SECTION 7.2.1 THROUGH
                                                           ---------------------
7.2.2,  above  shall  be deemed to be Operating Expenses under this Lease.  Upon
-----
inquiry  by  Tenant,  from  time  to  time, Landlord shall inform Tenant of such
coverage  carried  by  Landlord.  The  minimum  limits  of policies of insurance


                                      -41-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
required of Landlord under the Lease shall limit the liability of Landlord under
this  Lease  with  respect  to  claims covered by such insurance.  The insurance
obtained by Landlord pursuant to this SECTION 7.2 shall:  (i) specifically cover
                                      -----------
the  indemnification liability of Landlord under SECTION 7.1 of this Lease; (ii)
                                                 -----------
be issued by an insurance company (in the case of the Earthquake Insurance, only
the  lead  insurance  company)  having  a  rating of not less than A-X in Best's
Insurance  Guide  (the  "BEST'S  RATING")  or  which  is  otherwise  reasonably
acceptable  to  Tenant  and  licensed to do business in the State of California;
(iii)  be  primary insurance (with respect to the insurance described in SECTION
                                                                         -------
7.2.1  and  7.2.3  above)  as to all claims thereunder and provide that any such
-----       -----
insurance  carried  by  Tenant  is  excess and is non-contributing with any such
insurance  requirement  of  Landlord; and (iv) provide that said insurance shall
not  be  canceled  or coverage materially reduced unless thirty (30) days' prior
notice shall have been given to Tenant.  With respect to the insurance described
in  SECTION 7.2.2, Tenant shall be named as an additional insured.  With respect
    -------------
to  the  insurance  described  in  SECTION  7.2.1,  Tenant  shall be named as an
                                   --------------
additional  insured  as  its  interests  pertain  to  solely  any improvement or
betterment  to  the  physical realty.  Tenant shall neither use the Premises nor
permit  the  Premises  to  be  used  or  acts  to be done therein which will (a)
increase the premium of any insurance described in this SECTION 7.2; (b) cause a
                                                        -----------
cancellation  of  or  be  in  conflict  with any such insurance policies; or (c)
result  in  a  refusal  by  insurance  companies  of good standing to insure the
Building in amounts reasonably satisfactory to Landlord, provided, however, that
Tenant  shall  at  all  times  be  permitted  to  use  the Premises for the uses
permitted by ARTICLE 5 of this Lease without being required to pay any insurance
             ---------
premiums  for  Landlord's  insurance attributable to such use.  Tenant shall, at
Tenant's  expense,  comply with all insurance company requirements pertaining to
the  use of the Premises which uses are not inconsistent with the uses permitted
by ARTICLE 5.  If Tenant's conduct or use of the Premises causes any increase in
   ---------
the  premium  for  Landlord's  insurance policies and such conduct or use is not
permitted  by  the terms of this Lease, then Tenant shall reimburse Landlord for
any  such  increase.

     7.3     Tenant's Insurance. Tenant shall maintain  the  following coverages
             ------------------
in  the  following  amounts.

          7.3.1     General  Liability  Insurance.  Comprehensive  General
                    -----------------------------
Liability  Insurance  covering  the  insured  against  claims  of bodily injury,
personal  injury and property damage arising out of Tenant's operations, assumed
liabilities or use of the Premises, including a Broad Form Comprehensive General
Liability  endorsement  covering  the  insuring provisions of this Lease and the
performance  by  Tenant  of the indemnity agreements set forth in SECTION 7.1 of
                                                                  -----------
this  Lease,  for  limits  of  liability  not  less  than:

Bodily  Injury  and                   $10,000,000  each  occurrence
Property  Damage  Liability           $10,000,000  annual  aggregate

Personal  Injury  Liability           $10,000,000  each  occurrence
                                      $10,000,000  annual  aggregate

                                      0%  Insured's  participation

     The  annual  aggregate  amounts  set  forth above shall apply solely to the
Premises.

          7.3.2     Property  Damage  Insurance.  Physical  Damage  Insurance
                    ---------------------------
covering all office furniture, trade fixtures, office equipment, merchandise and
all  other  items  of Tenant's property on the Premises installed by, for, or at


                                      -42-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
the  expense  of  Tenant,  including "boiler machinery coverage" as necessary to
cover  any applicable property of Tenant.  Such insurance shall be written on an
"all  risks"  of  physical  loss  or damage basis, for the full replacement cost
value  (subject  to  reasonable  deductible  amounts)  new without deduction for
depreciation  of  the  covered  items  and in amounts that meet any co-insurance
clauses of the policies of insurance and shall include a vandalism and malicious
mischief  endorsement,  sprinkler  leakage  coverage  and  earthquake  sprinkler
leakage  coverage.

          7.3.3     Workers'  Compensation Insurance.  Workers' compensation and
                    --------------------------------
employer's  liability  insurance  as  required  by  law.

          7.3.4     Business Property Insurance.  Business Property Insurance in
                    ---------------------------
the  amount  of  $1,000,000  covering additional expense necessarily incurred to
continue  normal  operations  as  a  result  of  damage to or destruction of the
Premises  or Tenant's personal property therein by perils required to be insured
against  by  Tenant  hereunder.

          7.3.5     Self-Insurance  By  Tenant.
                    --------------------------

               7.3.5.1          The  Financial  Requirement.  The  Tenant  or an
                                ---------------------------
assignee  of  Tenant's  interest  in  this  Lease which is permitted pursuant to
ARTICLE  11  (each  such  entity  or  individual to be known as a "SELF-INSURING
-----------
PARTY")  shall  be  entitled to self-insure its insurance requirements set forth
under  SECTIONS  7.3.1,  7.3.2  AND 7.3.4 of this Lease, but only so long as the
       ----------------------------------
Self-Insuring  Party  meets the "Financial Requirement," as that term is defined
in  SECTION  7.3.5.2, below.  Any such self-insurance shall be deemed to contain
    ----------------
all  of  the  terms  and  conditions  applicable  to  such insurance as required
pursuant  to the terms of this SECTION 7.3, including, without limitation, (i) a
                               -----------
full waiver of subrogation, and (ii) formal claims adjustment, investigation and
legal defense programs.  Any such self-insurance shall additionally be deemed to
provide  "first-dollar"  legal  defense.

               7.3.5.2          Satisfaction  of  the Financial Requirement.  In
                                -------------------------------------------
order  to  satisfy  the  "Financial Requirement," the Self-Insuring Party shall,
concurrently with a notice (the "SELF-INSURANCE NOTICE") to Landlord electing to
self-insure,  provide  Landlord  with  a  consolidated  balance  sheet  for  the
Self-Insuring  Party  and  the  subsidiaries of the Self-Insuring Party that are
"controlled"  (as  that  term  is  defined in SECTION 11.5 of this Lease) by the
                                              ------------
Self-Insuring  Party,  as  set  forth  in  the  Self-Insuring  Party's  publicly
available  annual report for the Self-Insuring Party's fiscal year most recently
ended  prior  to  the  date of the Self-Insurance Notice to Landlord, and as set
forth  in  the Self-Insuring Party's publicly available quarterly report for the
quarter  of  the  Self-Insuring Party's fiscal year most recently ended prior to
the  date  of the Self-Insuring Party's delivery of the Self-Insurance Notice to
Landlord,  which  provides that the Self-Insuring Party's "stockholder's equity"
is  at  least $100,000,000 (the "NET WORTH AMOUNT"), and that the value of cash,
                                 ------------------
cash equivalents and marketable securities held by the Self-Insuring Party is at
least  $50,000,000  (the "LIQUIDITY AMOUNT").  If the Self-Insuring Party at any
                          ----------------
time  does  not  satisfy  the Financial Requirement, it shall immediately notify
Landlord of the same.  Furthermore, if the Self-Insuring Party fails to meet the
Financial  Requirements, it shall immediately supply Landlord with the insurance
policies  required  under  SECTIONS  7.3.1 AND 7.3.2 of this Lease in compliance
                           -------------------------
with  the  terms  of  this  ARTICLE  7.
                            ----------


                                      -43-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
               7.3.6     Form  of  Policies.  The  minimum limits of policies of
                         ------------------
insurance  required  of  Tenant  under  this  Lease shall limit the liability of
Tenant  under  this  Lease  with  respect  to  claims covered by such insurance.
Tenant's  insurance  required  under this Lease shall (i) name Landlord, and any
other  party  it so specifies, as an additional insured; (ii) specifically cover
the liability assumed by Tenant under this Lease, including, but not limited to,
Tenant's  obligations  under  SECTION  7.1  of this Lease; (iii) be issued by an
                              ------------
insurance company having a rating of not less than A-X in Best's Insurance Guide
or  which is otherwise acceptable to Landlord and licensed to do business in the
State  of  California;  (iv) be primary insurance (with respect to the insurance
described  in  SECTION 7.3.1 above) as to all claims thereunder and provide that
               -------------
any  insurance  carried  by  Landlord is excess and is non-contributing with any
insurance  requirement  of Tenant; and (v) provide that said insurance shall not
be  canceled  or  coverage  materially  reduced  unless  thirty (30) days' prior
written  notice shall have been given to Landlord and any mortgagee of Landlord.
Tenant shall deliver said policy or policies or certificates thereof, along with
proof  of payment of premium, or an indication that Tenant elects to self-insure
pursuant  to SECTION 7.3.5 above to Landlord on or before the Lease Commencement
             -------------
Date  and at least thirty (30) days before the expiration dates thereof.  In the
event  Tenant  shall fail to procure such insurance, or to deliver such policies
or  certificate,  Landlord  may,  at  its  option, procure such policies for the
account  of  Tenant,  and the cost thereof shall be paid to Landlord within five
(5)  days  after  delivery  to  Tenant  of  bills  therefor.

          7.3.7     Additional  Insurance  Obligations.  Tenant  shall carry and
                    ----------------------------------
maintain  during  the  entire  Lease  Term,  at  Tenant's sole cost and expense,
increased  amounts of the insurance required to be carried by Tenant pursuant to
this  ARTICLE  7,  and  such other reasonable types of insurance coverage and in
      ----------
such  reasonable  amounts covering the Premises and Tenant's operations therein,
as may be reasonably requested by Landlord, provided that Landlord may only make
such  request  at least ninety (90) days prior to the date such increased amount
of  insurance  or  other  type  of insurance coverage shall become effective and
shall  only  be  entitled  to  make  such  request if such increased coverage is
customarily  required of multi-floor office tenants in the Comparable Buildings.

     7.4     Subrogation.  Landlord  and  Tenant  intend  that  their respective
             -----------
property  loss  risks  shall  be borne by insurance carriers to the extent above
provided,  and  Landlord  and  Tenant  hereby  agree to look solely to, and seek
recovery  only  from,  their  respective  insurance  carriers  in the event of a
property  loss  to  the  extent  that  such  coverage  is  agreed to be provided
hereunder, or, if coverage is carried that exceeds what is agreed to be provided
hereunder,  then  to  the  extent of the coverage actually carried.  The parties
each  hereby waive all rights and claims against each other for such losses, and
waive  all  rights  of  subrogation  of their respective insurers, provided such
waivers  of  subrogation  shall  not  affect the right of the insured to recover
thereunder.  The parties agree that their respective insurance policies shall be
endorsed  such  that the waiver of subrogation shall not affect the right of the
insured  to  recover  thereunder,  so  long as no material additional premium is
charged therefor.  If Landlord or Tenant fails to carry the amounts and types of
insurance  required  to  be  carried  pursuant  to ARTICLE 7, in addition to any
                                                   ---------
remedies  Landlord  or  Tenant  may have under this Lease, such failure shall be
deemed  to  be  a  covenant  and  agreement by the parties failing to carry such
insurance  to  self-insure with respect to the type and amount of insurance such
party  so failed to carry, with full waiver of subrogation with respect thereto.


                                      -44-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                    ARTICLE 8

                             DAMAGE AND DESTRUCTION

     8.1     Repair  of  Damage  to  Premises  by  Landlord.
             ----------------------------------------------

          8.1.1     Landlord  Repair  Obligations.  The  terms and provisions of
                    -----------------------------
this ARTICLE 8 shall become applicable only after the "substantial completion of
     ---------
the  Tenant  Improvements," as that term is defined in SECTION 5.3 of the Tenant
                                                       -----------
Work  Letter, for the Initial Premises has occurred.  The terms of SECTIONS 6.1,
                                                                   -------------
10.3.2  AND 19.27 of this Lease shall not apply to a "Casualty," as that term is
-----------------
defined  below  in  this  ARTICLE  8.  Tenant  shall  use  reasonable efforts to
                          ----------
promptly  notify  Landlord  of  any  damage to the Premises resulting from fire,
flood,  earthquake,  windstorm,  or  any  other  acts of God or similar casualty
(collectively,  the  "CASUALT").  If  the Building, the Parking Structure or any
Common  Areas  serving  or  providing access to the Premises shall be damaged by
Casualty  (the  "Damaged  Area"),  subject  to Landlord's and Tenant's rights to
terminate  this Lease or a portion of the Premises as expressly provided in this
ARTICLE  8,  Landlord  shall  be  required,  promptly and diligently, subject to
----------
reasonable  delays  for  insurance adjustment or other matters beyond Landlord's

reasonable control, and subject to all other terms of this ARTICLE 8, to restore
                                                           ---------
the  Building,  the Parking Structure, the Common Areas, the Tenant Improvements
and  those Alterations of which Tenant has notified Landlord pursuant to SECTION
                                                                         -------
7.2.1  (but  excluding any personal property of Tenant).  The restoration of the
-----
Building,  the  Parking Structure, the Common Areas, the Tenant Improvements and
Alterations  shall  be to substantially the same condition as they were in prior
to the Casualty, except for modifications required by zoning, building codes and
other  laws  (the  "USABLE  CONDITION").  In  connection  with  such repairs and
replacements,  Landlord  shall,  prior  to  the  commencement  of  construction,
promptly  submit  to  Tenant,  for  Tenant's review and approval, which approval
shall not unreasonably be withheld or delayed, plans, specifications and working
drawings relating to the Tenant Improvements and Alterations, and Landlord shall
select the contractors, subject to Tenant's reasonable approval, to perform such
tenant  improvement  work.

          8.1.2     Tenant's  Rent  Abatement  Rights.  Landlord  shall  not  be
                    ---------------------------------
liable  for  any inconvenience or annoyance to Tenant or its visitors, or injury
to  Tenant's business resulting in any way from such Casualty or repair thereof;
provided,  however,  that  if  such  Casualty shall have damaged the Premises or
Common  Areas  necessary  to  Tenant's  occupancy of the Premises, or shall have
resulted  in  the inaccessibility of the Premises, Landlord shall allow Tenant a
proportionate abatement of Base Rent and of Additional Rent, notwithstanding the
terms  of  SECTION 6.1 of this Lease to the contrary, during the time and to the
           -----------
extent (i) the Premises are unfit for occupancy for Tenant's normal business use
as  a  result of the Casualty, (ii) such portion of the Premises is not occupied
by  Tenant (or is inaccessible to Tenant) as a result thereof, (iii) Landlord is
reimbursed  or is entitled to be reimbursed under Landlord's rental interruption
insurance  policy  for  such  rent  abatement (or would have been entitled to be
reimbursed  had  it  been carrying the rental interruption insurance required of
it),  and  (iv)  Tenant has not been relocated from the damaged area pursuant to
SECTION  8.4.2  below;  provided,  further,  that  if a part of the Premises are
--------------
damaged  such  that  the  remaining  portion thereof is not sufficient to enable


                                      -45-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Tenant to conduct its business operations from such remaining portion and Tenant
does  not conduct its business operations therefrom, Landlord shall allow Tenant
a  total  abatement  of Base Rent and Additional Rent during the time and to the
extent  (A) the Premises are unsuitable for occupancy for the purposes permitted
under  this Lease, and not occupied by Tenant as a result of the subject damage,
(B)  Tenant  has  not  been  relocated from the Damaged Area pursuant to SECTION
                                                                         -------
8.4.2  below,  and  (C)  Landlord  is reimbursed or is entitled to be reimbursed
-----
under its rental interruption insurance policy for such rent abatement (or would
have been entitled to be reimbursed had it been carrying the rental interruption
insurance  required  of  it).

     8.2     Repair  Certificate.  Landlord  shall, within sixty (60) days after
             -------------------
the  date  of  any  Casualty  affecting  Tenant's use of the Premises, deliver a
certificate  ("REPAIR  CERTIFICATE")  to  Tenant  issued by a general contractor
retained  by  Landlord  and  approved  by  Tenant,  which  approval shall not be
unreasonably  withheld  or conditioned and shall be given or reasonably withheld
by  Tenant  within  ten  (10)  days  after Tenant's receipt of Landlord's notice
setting  forth  the  name and address of Landlord's proposed general contractor.
The  Repair  Certificate shall describe with reasonable specificity the scope of
the  restoration  and  repair  obligations  and  estimate  the  date  upon which
Landlord's  restoration  and  repair obligations are expected to be sufficiently
completed  to  achieve  a  Usable  Condition  of  the  Premises  (the "ESTIMATED
COMPLETION  DATE").

          8.3     Total  Destruction  and  End  of  Term  Damage.
                  ----------------------------------------------

          8.3.1     Total  Destruction  of  the  Building.  If  the  Building is
                    -------------------------------------
damaged  or  destroyed  by  a Casualty and such Casualty requires demolition and
reconstruction  of  the entire Building (whether or not including foundations as
described  in  the  Repair  Certificate)  and the Estimated Completion Date will
require  longer  than  fifteen  (15)  months  from  the  date  of  the Casualty,
Landlord  and Tenant shall each have the right to terminate this Lease by notice
to the other delivered within thirty (30) days of the date of the receipt of the
Repair  Certificate.

          8.3.2     Damage  Near End of Term.  In the event that the Premises or
                    ------------------------
the  Building  is  destroyed or damaged by a Casualty during the last thirty-six
(36)  months  of  the  Lease  Term,  and if (i) the Estimated Completion Date is
greater  than  one hundred twenty (120) days after the date of the Casualty, and
(ii)  Tenant  has  not previously exercised, or does not, within sixty (60) days
after  the  date  of  such  Casualty,  exercise, any remaining extension options
pursuant  to  SECTION  2.2.2  of  this  Lease at the time of the Casualty, then,
              --------------
notwithstanding  anything contained in this ARTICLE 8, Landlord and Tenant shall
                                            ---------
each  have  the  option to terminate this Lease by giving notice to the other of
the  exercise  of  such  option  within  (a)  thirty  (30) days after Landlord's
delivery  to  Tenant  of the Repair Certificate, or (b) if Tenant is considering
whether  to  exercise a Renewal Option, within sixty (60) days after the date of
the Casualty, in which event this Lease shall cease and terminate as of the date
set  forth  in  such  notice  (which  date shall not be greater than one hundred
eighty  (180) days after the date of the Casualty), Tenant shall, subject to the
terms  of  SECTION  8.1.2 above, pay the Base Rent and Additional Rent, properly
           --------------
apportioned  up  to  such  date  of  termination,  and both parties hereto shall
thereafter  be freed and discharged of all further obligations hereunder, except
as  provided  for  in  provisions of this Lease which by their terms survive the
expiration  or  earlier  termination  of  the  Lease  Term.


                                      -46-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          8.4     Tenant's  Partial  and  Total  Termination  Rights.
                  --------------------------------------------------

          8.4.1     Tenant's  Initial  Termination  Rights.
                    --------------------------------------

               8.4.1.1          Repair  of  Damage.  Subject  to the termination
                                ------------------
rights  described  in this ARTICLE 8, in the event of a Casualty, Landlord shall
                           ---------
repair  damage  to  the  Damaged  Area  as  indicated  in  SECTION  8.1.1.
                                                           --------------

               8.4.1.2          Less  Than  Or  Equal to Three (3) Floors of the
                                ------------------------------------------------
Premises  Damaged.  If  less  than  or  equal  to  three  (3) full floors of the
-----------------
Premises  are  included  in  the Damaged Area, and the Estimated Completion Date
will  not  occur  within  twelve (12) months after the date of the Casualty (the
"12-MONTH  PERIOD"),  Tenant  may  terminate this Lease as to the portion of the
Premises  included  in  the Damaged Area by providing a notice of termination to
Landlord  (the  "TENANT  TERMINATION  NOTICE") within thirty (30) days after the
date  of  the Repair Certificate, which termination shall be effective as of the
date  of such Casualty, and this Lease, including the provisions with respect to
Rent, shall be amended to appropriately reflect that the portion of the Premises
included  in  the  Damaged  Area  is  no  longer  included  within the Premises.

               8.4.1.3          More  Than  Three  (3)  Floors  of  the Premises
                                ------------------------------------------------
Damaged.  If more than three (3) full floors of the Premises are included in the
-------
Damaged  Area,  and  the  Estimated  Completion  Date  will not occur within the
12-Month Period, then, Tenant may elect to terminate this Lease as to either the
portion  of the Premises included in the Damaged Area (in which case this Lease,
including the provisions with respect to Rent, shall be amended to appropriately
reflect  that  the  portion  of  the Premises included in the Damaged Area is no
longer included within the Premises), or as to the entire Premises, by providing
the  Tenant Termination Notice within sixty (60) days after the date of Tenant's
receipt  of  the  Repair  Certificate.  In the case of a termination of only the
portion  of the Premises included in the Damaged Area, such termination shall be
effective  as  of  the date of the Casualty and, in the case of a termination of
this  Lease,  such  termination shall be effective as of a date specified in the
Tenant  Termination  Notice  as  determined  by  Tenant in its sole and absolute
discretion,  but  in  no  event  may such date exceed the date occurring two (2)
years  after  the  date  of  the  Tenant  Termination  Notice.

          8.4.2     Landlord  Relocation  Right.  Notwithstanding  the foregoing
                    ---------------------------
provisions  of  this  SECTION  8.4, Landlord shall have the right, at Landlord's
                      ------------
sole  cost and expense (except for the payment of rent which shall be payable as
provided in this SECTION 8.4.2 below), to relocate Tenant (provided, thereafter,
                 -------------
Landlord  repairs the Damaged Area in accordance with provisions of this ARTICLE
                                                                         -------
8)  from  the portion of the Premises included in the Damaged Area to comparable
space  at  least  equal  in  size to the portion of the Premises included in the
Damaged  Area  ("RELOCATED  SPACE")  in the area known as the "West San Fernando
Valley" (provided that such Relocated Space need not be high-or mid-rise space),
by  (i)  providing  notice thereof to Tenant on or before Landlord's delivery of
the  Repair  Certificate  to Tenant, and (ii) providing the Relocated Space in a
condition  ready for Tenant's move-in within sixty (60) days after the Casualty,
in  which  case  Tenant  shall  not  have a right to terminate this Lease in its
entirety or as to a portion of the Premises, as the case may be, as set forth in
SECTIONS  8.4.1.2  or 8.4.1.3, above; provided that Landlord's right to relocate
-----------------     -------
Tenant  and thereby eliminate Tenant's termination right shall only apply if the
Estimated  Completion  Date will occur, and the relocation of Tenant's personnel


                                      -47-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
back  into the Premises from the Relocated Space will occur, within fifteen (15)
months  after  the Casualty (the "15-MONTH PERIOD"), as reasonably determined by
the  Repair  Contractor.  Landlord  shall have the obligation for payment of any
rent in connection with the Relocated Space during any period in which Tenant is
relocated  from  the portion of the Premises included in the Damaged Area to the
Relocated  Space;  provided, however, that Tenant shall pay to Landlord the Base
Rent  or the rent Landlord is actually paying for the Relocated Space, whichever
is  less,  and Tenant's Share of Direct Expenses (which Tenant's Share of Direct
Expenses  shall  be  calculated  using  the  amount  of Tenant's Share of Direct
Expenses  that  Tenant  was paying for the month prior to the month in which the
Casualty  occurred) for the portion of the Premises included in the Damaged Area
as  Tenant's contribution toward rent for the Relocated Space during the term of
such  relocation  and, because the payment described previously in this sentence
shall  be  a  contribution  from Tenant toward rent for the Relocated Space (and
shall  not  constitute  Rent  for  the  portion  of the Premises included in the
Damaged  Area),  Tenant's  obligation to pay Base Rent and Additional Rent shall
abate  with  respect to the portion of the Premises included in the Damaged Area
as  provided  in  SECTION 8.1.2 above during the period of such relocation.  All
                  -------------
expenses  reasonably  incurred  by  Tenant  for moving from and returning to the
Premises,  including  but  not limited to costs of stationery and business cards
(if  applicable), and equipment installations in connection with such relocation
shall  be  funded  by  Landlord  within  thirty  (30)  days  of  invoice.

          8.4.3     Tenant  Repair  Option.  If  this Lease is not terminated as
                    ----------------------
provided  in SECTION 8.4.1, above, and Tenant has not been relocated as provided
             -------------
in  SECTION  8.4.2, above, and the repairs are not actually completed within one
    --------------
(1)  year  after  the  Damage  Date  (or, if the Repair Certificate delivered by
Landlord  indicates  a  repair  period  over  one  (1)  year,  then  within  the
repair  period  indicated  in the Repair Certificate), which period shall not be
subject  to extension as a result of any Force Majeure, below, then Tenant shall
have  the  right,  on  written  notice to Landlord (the "Repair Failure Notice")
delivered after the occurrence of the event described above, to either (a) cause
Landlord  to  assign  to  Tenant  any  contracts relating to the repairs, or (b)
terminate  the  contractor  then engaged to complete the repairs and commence to
complete  the  repairs  itself.  After Tenant's election of either option (a) or
(b),  above,  any  insurance  proceeds received by Landlord or to be received by
Landlord  in connection with such repairs (not including any rental interruption
insurance  proceeds),  shall be assigned to Lien Holder, and held by Lien Holder
in  a  construction  escrow  account  for  the  benefit of Tenant.  Prior to the
commencement  of  the  repairs, and from time to time prior to the completion of
the  repairs  as Lien Holder shall reasonably require, Tenant shall deposit into
the  construction  escrow  the amount of any short-fall between the cost of such
repairs and the available insurance proceeds.  Thereafter Tenant shall supervise
the  completion  of  the  repairs  and/or  complete  the same itself, as soon as
reasonably possible in accordance with plans and specifications approved by Lien
Holder (the "TENANT REPAIR OPTION").  In the event that Tenant elects the Tenant
Repair  Option,  Tenant  shall  have  the  right to deliver to Landlord and Lien
Holder  from time to time invoices for the costs of construction, which invoices
shall  contain  a  reasonably  particularized  breakdown  of such costs.  To the
extent neither Landlord nor Lien Holder delivers a detailed written objection to
Tenant  within  ten  (10)  business  days  after  receipt of such invoice, then,
subject  to  a  reasonable procedure established by Lien Holder, Tenant shall be
entitled  to disbursements from the construction escrow of the amounts set forth
in  such invoices, provided that upon completion of the repairs, Tenant shall be
entitled  to  deduct from Rent becoming payable by Tenant under this Lease, that


                                      -48-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
amount which represents the difference between (i) amounts expended by Tenant in
connection  with  the  completion  of the repairs as set forth in such invoices,
less (ii) the amount of insurance proceeds paid to Tenant in connection with the
completion  of  the repairs, provided that the total amount of such credit shall
be  amortized  over  the  remaining Lease Term, with interest on the unamortized
portion  of such amount accruing at the Interest Rate.  If, however, Landlord or
Lien  Holder  in  good  faith  delivers to Tenant, within ten (10) business days
after  receipt  of  Tenant's invoice, a written objection to the payment of such
invoice,  setting  forth with reasonable particularity its reasons for its claim
that the charges are excessive (in which case, concurrently with its delivery of
such  written  objection,  Landlord  shall pay from its own funds or Lien Holder
shall  pay  from  the  construction  escrow,  as  the case may be, the amount it
contends  would  not  have been excessive), then Tenant shall not be entitled to
include  in  its  calculation of amounts expended in connection with the repairs
either  (i) the entire amount of such invoice if payment is made by Landlord, or
(ii)  the  amount  of such invoice not paid by Lien Holder if partial payment is
made by Lender from the construction escrow; but Tenant may proceed to institute
arbitration proceedings against Landlord pursuant to the terms of SECTION 19.41,
                                                                  -------------
below,  to  determine that portion, if any, of the amounts so incurred by Tenant
which Landlord or Lien Holder is required to reimburse Tenant under this SECTION
                                                                         -------
8.4.3.  Tenant  may  deduct  the amount of any final, non-appealable arbitration
-----
award  from Rent as it becomes payable under this Lease, provided that the total
amount  of  such  credit  shall  be amortized over the remaining Lease Term, not
including  any Renewal Option Term unless Tenant has already exercised a Renewal
Option  Right,  with interest on the unamortized portion of such amount accruing
at the Interest Rate. Notwithstanding the foregoing, if Tenant delivers a Repair
Failure  Notice  to Landlord, then Landlord shall have the right, which may only
be  exercised  once with respect to any specific event of damage or destruction,
to suspend the occurrence of the Tenant Repair Option for a period ending thirty
(30) days after Landlord's receipt of the Repair Failure Notice by delivering to
Tenant,  within  five  (5)  business  days  of  Landlord's receipt of the Repair
Failure  Notice,  a  certificate  of  Landlord's  contractor responsible for the
repair of the damage certifying that it is such contractor's good faith judgment
that  the  repairs  to  the Tenant Improvements shall be completed within thirty
(30)  days after the date of Landlord's receipt of the Repair Failure Notice. If
repairs  shall  be  completed prior to the expiration of such thirty-day period,
then  the  Repair  Failure  Notice  shall  be  of no force or effect, but if the
repairs  shall  not  be  completed  within such thirty-day period, then upon the
expiration  of  such  thirty-day  period,  the Tenant Repair Option shall become
effective.  At  any time, and from time to time, after the date occurring thirty
(30) days after the Damage Date, Tenant may request that Landlord provide Tenant
with  a  certificate  from  Landlord's  architect  or contractor described above
setting forth such architect's or contractor's reasonable opinion of the date of
completion  of the repairs to the Tenant Improvements and Landlord shall respond
to  such  request  within  five  (5)  business  days.

     8.5     Landlord's  Rights  to  Terminate - Insured and Uninsured Casualty.
             ------------------------------------------------------------------

          8.5.1     Uninsured  Casualties.
                    ---------------------

               8.5.1.1          Termination  Rights.  In  addition  to  the
                                -------------------
termination  rights set forth in SECTION 8.3 above, and SECTION 8.5.2, below, if
                                 -----------            -------------
the  cost  to  repair (the "REPAIR COST") the Damaged Area (including the Tenant


                                      -49-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Improvements  and  Alterations  therein)  that is not covered by insurance (with
deductible  amounts  considered  to  be not covered by insurance) required to be
maintained  by  Landlord  hereunder  and  any  additional  insurance  actually
maintained  by  Landlord,  is  greater than the "Maximum Amount" as that term is
defined  in  this SECTION 8.5.1 (the amount which is not so covered by insurance
                  -------------
and  which  is  in  excess  of  the  Maximum  Amount  may  be referred to as the
"UNINSURED  SHORTFALL"),  the  following  shall apply (and Landlord shall notify
Tenant  of  its  election  on  or before the date which is sixty (60) days after
Landlord's  delivery  of  the  Repair  Certificate to Tenant):  (i) Landlord may
elect  to repair the Damaged Area in accordance with the terms of this ARTICLE 8
                                                                       ---------
and  without  affecting Tenant's rights of termination, if any, or (ii) Landlord
may  elect  not  to  restore  the  Damaged  Area  if  Tenant declines to pay the
Uninsured  Shortfall  as  described  in this SECTION 8.5.1.1 below.  If Landlord
                                             ---------------
elects  not  to  restore  the  Damaged Area, then, within thirty (30) days after
Landlord  notifies  Tenant  it  does not intend to repair the "Damaged Area," as
defined  in  SECTION  8.1.2,  above,  Tenant may elect to exercise a termination
             --------------
right  or  to  pay the Uninsured Shortfall, as follows:  (A) Tenant may elect to
terminate  this  Lease  as to either (x) any portion of the Premises included in
the  Damaged  Area  (in  which case this Lease shall be amended to appropriately
reflect  that  the  portion  of  the Premises included in the Damaged Area is no
longer  included within the Premises and to provide a corresponding reduction of
the  Rent),  or (y) as to the entire Premises, by providing a termination notice
(the "NOTICE OF TERMINATION"), which termination shall be effective as of a date
specified by Tenant in the Notice of Termination, but which shall not exceed two
(2)  years  after  the  date  of the Notice of Termination, or (B) provided that
Tenant  meets  the  Financial Requirement, Tenant may elect to pay the Uninsured
Shortfall  and, thereafter, Landlord shall be obligated to proceed to repair the
damage,  provided Tenant funds the Uninsured Shortfall, and this Lease shall not
terminate.  If Landlord fails to timely make an election under items (i) or (ii)
of  this  SECTION  8.5.1.1;  then,  Landlord  shall  be  deemed  to have elected
          ---------------
item  (ii), and if Tenant has an elective right, and Tenant fails to timely make
an  election  under  item  (A)  or  (B)  of  this  SECTION  8.5.1.1;  then,
                                                   ---------------
Tenant  shall  be deemed to have elected item (A)(x).  The provisions of SECTION
                                                                         -------
8.1.2  relative  to  the  design  and construction of any Tenant Improvements or
-----
Alterations  shall  be  applicable  with respect to any repair or restoration of
Tenant  Improvements  or  Alterations described in this SECTION 8.5.1.  The term
                                                        -------------
"Maximum  Amount"  shall  mean an amount equal to the greater of (i) ten percent
(10%)  of  the Replacement Cost of the Building and Tenant Improvements, or (ii)
Two  Million  and  No/100  Dollars  ($2,000,000.00).

               8.5.1.2     Landlord's  Failure  to  Fund  Uninsured Amounts.  If
                           ------------------------------------------------
Landlord  fails  to  timely  fulfill  its  obligation  to fund any of its repair
obligations  under  SECTION  8.1.1  of this Lease (which funding obligations are
                    --------------
those of Landlord and not of Tenant or any insurer), Tenant shall be entitled to
deliver notice (the "FUNDING NOTICE") thereof to Landlord and to any Lender.  If
Landlord  still fails to fulfill any such obligation within twenty (20) business
days after Landlord's receipt of the Funding Notice from Tenant, and if Landlord
fails  to  deliver  notice to Tenant within such twenty (20) business day period
explaining  the  reasons  why  Landlord  believes  that the amounts described in
Tenant's  funding  notice  are  not  due  from  Landlord  (the  "FUNDING REFUSAL
NOTICE"),  Tenant  shall  be  entitled  to  advance  such  amounts (the "Funding
Amount") to Landlord through a construction control escrow for Landlord's use in
complying with its repair obligations under SECTION 8.1.1 of this Lease.  Tenant
                                            -------------
may  then  offset  the  amount  so  provided  to Landlord, against Tenant's next
succeeding monthly installments of Base Rent which become due, provided that the
total  amount  of  such  credit  so  provided  shall  be amortized over the then


                                      -50-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
remaining  Lease  Term,  not including any Renewal Option Term unless Tenant has
exercised  a  Renewal  Option Right, with interest on the unamortized portion of
such  amount  accruing  at  the Interest Rate.  However, if Tenant is in default
pursuant  to  SECTION  12.1.1  of this Lease (after expiration of any applicable
              ---------------
cure  period) at the time that such offset would otherwise be applicable, Tenant
shall  not  be entitled to such offset until such default is cured.  If Landlord
delivers  a  Funding  Refusal Notice, and if Landlord and Tenant are not able to
agree  on  the amounts to be so funded by Landlord, if any, within ten (10) days
after  Tenant's  receipt  of  a  Funding  Refusal Notice, Tenant may submit such
dispute to arbitration in accordance with SECTION 19.41 of this Lease and Tenant
                                          -------------
shall not be entitled to deliver the Funding Amount nor shall Tenant be entitled
to  such  offset  from Base Rent unless the Arbitrator determines that Tenant is
entitled  to  do so pursuant to this SECTION 8.5.1.2.  If Tenant prevails in any
                                     ---------------
such  arbitration,  the  award  by  the Arbitrator shall include interest at the
Interest  Rate  calculated from the date of funding by Tenant, if any, until the
date  of  Landlord's payment of such award or, if Landlord and Tenant then agree
that  Tenant  shall be entitled to apply such award as a credit against Tenant's
obligations  to  pay Base Rent, the award shall include interest at the Interest
Rate  calculated  from  the date of funding by Tenant, if any, until the date of
Tenant's  application  of  such  amounts  as  a  credit  against  Base  Rent.

          8.5.2     Retirement  of Debt with Insurance Proceeds.  In addition to
                    -------------------------------------------
any  other  rights to terminate this Lease set forth in this SECTION 8.5, if (i)
                                                             -----------
the  Lien  Holder  shall, in accordance with the terms of its loan contract with
Landlord,  be  entitled  to  require  that the insurance proceeds or any portion
thereof  be  used  to  retire  the  then-existing  debt,  and  (ii)  the  cost
of  repair  of  the  Damaged  Area  not  covered  (the "INSURANCE SHORTFALL") by
available insurance proceeds (provided that "available" insurance proceeds shall
not include those used to retire debt as set forth in this SECTION 8.5.2, above,
                                                           -------------
but  shall  include  insurance  proceeds which would have been available but for
Landlord's  failure  to  maintain  the insurance required under SECTION 7.2.1 of
                                                                -------------
this  Lease)  exceeds  the Maximum Amount, then Tenant shall be notified of such
matters  within  fifteen (15) days following the later of (a) Landlord's receipt
of  notice  from  the  Lien  Holder  with  respect  to  item  (i) above, and (b)
Landlord's  determination of those matters set forth in item (ii) above, and the
following  shall  apply:  Landlord  may  terminate this Lease within thirty (30)
days  after  Tenant  has  been  notified that the circumstances in items (i) and
(ii),  above, apply ("LANDLORD'S TERMINATION PERIOD"), and the effective date of
such  termination  as  scheduled  by  Landlord  shall take into account Tenant's
orderly relocation, but shall in no event be in excess of two (2) years from the
date of Landlord's election to terminate.  If Tenant (or Tenant and an Affiliate
of  Tenant  that  joins  Tenant  in  giving a notice as hereinafter provided and
agrees  to  be  bound  by  the obligations under this SECTION 8.5.2)   meets the
                                                      -------------
Financial Requirement, then, Landlord shall not have the right to terminate this
Lease,  even  if  Landlord has elected to do so, if within sixty (60) days after
receipt  of Landlord's notice electing to terminate this Lease, Tenant and/or an
Affiliate  of  Tenant,  as  the  case  may be, agree(s) by notice to Landlord to
advance  the  Insurance  Shortfall,  in an amount not greater than the amount of
insurance  proceeds  used to retire the then-existing debt, to Landlord.  Tenant
and/or  Tenant's  Affiliate shall deposit such amount of the Insurance Shortfall
in an escrow account pursuant to escrow instructions and with an escrow company,
that  are both  reasonably approved by Landlord and Tenant.  In the alternative,


                                      -51-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
during  Landlord's  Termination Period, Landlord may elect not to terminate this
Lease  in  connection with the terms of this SECTION 8.5.2 and either proceed to
                                             -------------
fund  such  portion  of  the  Insurance  Shortfall  and repair the damage to the
Premises,  or not proceed to repair the Damaged Area.  If Landlord does so elect
not  to  repair  the  "Damaged  Area," as that term is defined in Section 8.1.2,
above,  Tenant may, in its sole and absolute discretion and upon notice given to
Landlord  within  sixty  (60)  days  following  the  expiration  of  Landlord's
Termination  Period,  either  (A)  agree to advance such amount of the Insurance
Shortfall,  in  which  case,  subject to the terms of this ARTICLE 8 and without
                                                           ---------
affecting  Tenant's  rights  of  termination,  if any, Landlord shall proceed to
repair  the  damage to the portion of the Premises included in the Damaged Area,
to  the  extent covered by insurance proceeds and amounts paid by Tenant, or (B)
elect  to terminate this Lease as to any portion of the Premises included in the
Damaged Area (in which case this Lease shall be amended to appropriately reflect
that the Damaged Area is no longer included within the Premises and to provide a
corresponding  reduction  of  the Rent).  Landlord hereby agrees to proceed with
reasonable  good faith efforts and reasonable diligence to cause any Lien Holder
not  to  retire  the  mortgage debt and, if unsuccessful, upon the occurrence of
damage  to  the  Building  which would give Landlord the right to terminate this
Lease  pursuant  to this SECTION 8.5.2, to use reasonable good faith efforts and
                         -------------
reasonable diligence to refinance the first mortgage debt on the Building.  Upon
completion  of  any  repairs to the Damaged Area in accordance with the terms of
this  SECTION  8.5.2,  Tenant  shall  be entitled to deduct from Rent (the "RENT
      --------------
DEDUCTION")  payable  by  Tenant  under  this  Lease the amount of the Insurance
Shortfall  paid  by  Tenant  in  connection with such repairs under this SECTION
                                                                         -------
8.5.8, provided that the total amount of such credit shall be amortized over the
-----
remaining  Lease  Term (not including any Renewal Option Term, unless Tenant has
already  exercised  a  Renewal  Option  Right), with interest on the unamortized
portion  of such amount accruing at the Interest Rate. Landlord may, at any time
during the Lease Term, pre-pay the Rent Deduction amount to Tenant by paying the
principal  amount  thereof  together  with  all  accrued  interest  thereon.

     8.6     Waiver  of  Statutory  Provisions.  The  provisions  of this Lease,
             ---------------------------------
including  this  ARTICLE 8, constitute an express agreement between Landlord and
                 ---------
Tenant  with respect to any and all damage resulting from Casualty to all or any
part  of  the  Premises,  the  Building,  or  the  Project,  and  any statute or
regulation  of  the State of California, including, without limitation, SECTIONS
                                                                        --------
1932(2)  and 1933(4) of the California Civil Code, with respect to any rights or
 ------      -------
obligations  concerning  damage  or  destruction  in  the  absence of an express
agreement  between  the  parties,  and  any  other statute or regulation, now or
hereafter  in  effect,  shall  have  no  application to this Lease or any damage
resulting from Casualty to all or any part of the Premises, the Building, or the
Project.

     8.7     Disposition  of Insurance Proceeds.  If this Lease is terminated by
             ----------------------------------
reason of damage resulting from Casualty, each party shall be entitled to retain
the  insurance  proceeds  awarded to such party by that party's property insurer
free  and clear of claims by the other party. If this Lease is not terminated by
reason  of  any  damage  resulting  from  Casualty, then, all insurance proceeds
payable  by reason thereof shall be disbursed for use in reconstruction thereof,
as  applicable.  Upon  completion  of  the repairs or reconstruction, each party
shall be entitled to retain any remaining proceeds awarded to such party by that
party's  insurer.  Subject to the terms of SECTIONS 8.3 and 8.5 hereof, any cost
                                           ------------     ---
of  repair  or reconstruction in excess of the insurance proceeds made available
under the policies of insurance that Landlord is required to maintain under this


                                      -52-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Lease  shall  be  borne by Landlord.  The terms of this ARTICLE 8 shall apply in
                                                        ---------
connection  with  any damage to the Premises or Building and shall supersede the
terms  of  SECTIONS  6.1.2,  10.3.2  and  19.27  of  this  Lease.
           ---------------   ------       -----

                                    ARTICLE 9

                              PERSONAL PROPERTY TAX

     Tenant  shall reimburse Landlord upon demand for any and all taxes required
to  be  paid  by  Landlord  (except  to  the  extent included in Tax Expenses by
Landlord), excluding state, local and federal personal or corporate income taxes
measured  by  the  net  income  of  Landlord  from  all  sources  and estate and
inheritance  taxes,  whether or not now customary or within the contemplation of
the  parties  hereto,  when:  (i)  such  taxes  are  measured  by  or reasonably
attributable to the cost or value of Tenant's equipment, furniture, fixtures and
other  personal property located in the Premises, or by the cost or value of any
leasehold  improvements  made  in  or  to  the Premises by or for Tenant, to the
extent  the cost or value of such leasehold improvements exceeds an amount equal
to  thirty-five  dollars  ($35.00)  per  rentable  square  foot of the Premises,
regardless  of  whether  title to such improvements shall be vested in Tenant or
Landlord;  (ii)  such taxes are assessed upon or with respect to the possession,
leasing,  operation,  management,  maintenance,  alteration,  repair,  use  or
occupancy by Tenant of the Premises or any portion of the Project, including the
Project's  parking  structure  and  other parking areas; or (iii) such taxes are
assessed  upon  this  transaction  or  any  document  to which Tenant is a party
creating  or  transferring  an  interest  or  an  estate  in  the  Premises.

                                   ARTICLE 10

                             SERVICES AND UTILITIES

     10.1     Standard  Tenant  Services.  Landlord  shall provide the following
              --------------------------
services  ("STANDARD  TENANT  SERVICES")  on  all  days (unless otherwise stated
below)  during  the  Lease  Term, as such Lease Term may be extended pursuant to
SECTION  2.3:
------------

          10.1.1     Subject  to  all  governmental  rules,  regulations  and
guidelines  applicable  thereto, Landlord shall provide heating, ventilation and
air  conditioning  ("HVAC") and shall operate the HVAC System whenever necessary
in order to provide normal comfort for normal office use in the Premises, during
the period ("BUILDING HOURS") Monday through Friday, from 7:30 A.M. to 5:30 P.M.
and  on  Saturday  during the period from 9:00 A.M. to 1:00 P.M., except for the
date  of  observation  of  New Year's Day, Independence Day, Labor Day, Memorial
Day,  Thanksgiving  Day,  Christmas  Day  and,  at  Landlord's discretion, other
locally  or  nationally recognized holidays (collectively, the "HOLIDAYS").  The
HVAC system servicing the Premises shall be designed to meet, and Landlord shall
use  reasonable  efforts to operate the HVAC System in accordance with, the HVAC
Design  Specifications referred to in EXHIBIT H, attached hereto and made a part
                                      ---------
hereof.  Should  Tenant's  Premises ever include all of the rentable square feet
of  space  in  the  Project,  Tenant shall have the right, after the first (1st)
Lease  Year, exercisable upon at least ninety (90) days prior written notice, to
modify  the  Building  Hours  so long as (i) such Building Hours are the same in
both the Building and Adjacent Building and (ii) the total of the Building Hours


                                      -53-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
in  any  one week will not exceed fifty-four (54) hours.  For example, if Tenant
should  adopt  a  four-day  work  week  for its employees, Tenant would have the
flexibility  to  modify  the Building Hours to accommodate that weeks' schedule.

          10.1.2     Subject  to  the  terms  of  SECTION  10.2  of  this Lease,
                                                  -------------
Landlord  shall provide adequate electrical wiring and facilities for connection
to  Tenant's  lighting fixtures and Tenant's office equipment, provided that (i)
the  connected  electrical  load of Tenant's office equipment does not exceed an
average  of  three  and  one-half  (3  1/2)  watts per usable square foot of the
Premises  during  Building  Hours  on  a  monthly  basis, and (ii) the connected
electrical  load of Tenant's lighting fixtures does not exceed an average of one
(1)  watt  per  usable  square  foot  of the Premises during Building Hours on a
monthly  basis,  provided,  however,  that  to  the extent such electrical usage
exceeds  either  the  amount  allowed under item (i) or (ii), above, such excess
consumption  shall  be  subject  to  the  terms  of  SECTION  10.2,  below.  The
                                                     -------------
electricity  so  furnished for office equipment will be at a nominal one hundred
twenty (120) volts and Tenant will be granted permission to install, at Tenant's
expense,  circuits  containing  one  hundred  twenty/two hundred eight (120/208)
voltage,  and  the  electricity  so furnished for Tenant's lighting will be at a
nominal  two  hundred  and  seventy-seven/one  hundred  twenty  (277/120) volts.
Landlord  shall  furnish replacement of Building standard lamps (including lamps
classified  as  Building  standard when first installed), starters and ballasts,
the  costs  of  which  shall  be  included  in  Operating  Expenses.

          10.1.3     Landlord shall provide city water from the regular Building
outlets  for  drinking,  lavatory  and  toilet  purposes, including hot water in
lavatories.

          10.1.4     Landlord  shall provide janitorial services, Monday through
Friday  except the date of observation of Holidays, in and about the Premises in
accordance  with the specifications attached hereto as EXHIBIT I and made a part
                                                       ---------
hereof;  provided,  however,  that  Landlord  may  make  modifications  to  such
janitorial  specifications  from  time  to  time  during  the  Lease Term, which
modifications shall be subject to Tenant's prior written approval which approval
shall  not  unreasonably be withheld or delayed so long as janitorial service to
the  Premises  is  not  thereby  diminished  and  such janitorial specifications
continue  to  be  reasonably  consistent  with  services provided to multi-floor
tenants  of  a  similar  usage in Comparable Buildings.  Any additional cleaning
requested  by  Tenant  shall  be  subject  to  SECTION  10.4  below.
                                               -------------

          10.1.5     Landlord shall provide nonexclusive automatic passenger and
freight  elevator  service  during  Building  Hours, and shall have at least one
elevator  available at all times, but no fewer elevators shall be available than
are  reasonably  required  adequately  to  service  the Premises during Building
Hours.

          10.1.6     Landlord  and/or  the  owner of the Adjacent Building shall
provide  at least one (1) on-site Project manager, one (1) on-site engineer, and
one  (1) on-site day-porter for the Project.  The primary responsibility of such
management,  engineering  and  day-porter personnel shall be the supervision and
operation  of the Project.  Landlord shall operate its Project management office
in  the  Building  or in the Adjacent Building, but Tenant acknowledges that, if
Landlord ever no longer owns both the Building and Adjacent Building, a separate
management  office may operate in each building, provided; however, that in such
event  Operating  Expenses  for  the  Building shall not include rental for such


                                      -54-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
management  offices  to  the  extent  that the aggregate size of such management
offices  is  in  excess of what would be included were there a single management
office  for  the  Project, considering the Building's pro-rata percentage of the
Project.

          10.1.7     Landlord  shall  provide  twenty-four  (24)  hours per day,
seven  (7)  days per week, access control systems and personnel for the Building
in  accordance  with  specifications  to be mutually agreed upon by Landlord and
Tenant  as  respects  the building exterior access control system and the number
and  location of security cameras and monitors to be located within the Building
and  Project.  Landlord  and  Tenant  agree that such system shall, in the event
Landlord  and  Tenant  are  otherwise  unable to agree, be comparable to similar
systems  contained in the Comparable Buildings.  Landlord shall furnish at least
one  (1)  twenty-four  (24)  hour  security  guard  at  the Building, and either
Landlord  or  the  landlord  of  the  Adjacent  Building  shall  provide one (1)
additional  security guard for the Project, Monday through Friday (not including
Holidays)  from  7:00  am  to 9:00 p.m., and Saturdays from 8:00 am to 7:00 p.m.
The duties of the security guard in each building shall include monitoring video
feed  from  security  cameras, alarm panels, fire/life safety systems, water and
heat  alarms.  The  Project  security  guard  shall  be provided with a suitable
vehicle  to use in performing his or her principal responsibility for patrolling
the  Project  Common Areas.  Landlord shall in no case be liable for damages for
any  error with regard to the admission to or exclusion from the Building of any
person.  Tenant  hereby  assumes all responsibility for the protection of Tenant
and  its  agents,  employees, contractors, invitees and guests, and the property
thereof,  from  acts  of third parties, including keeping doors locked and other
means  of  entry to the Premises closed, whether or not Landlord, at its option,
elects  to  provide  security protection for the Project or any portion thereof.
Tenant  further  assumes the risk that any safety and security devices, services
and  programs  which Landlord elects, in its sole discretion, to provide may not
be  effective,  or  may  malfunction or be circumvented by an unauthorized third
party,  and  Tenant  shall, in addition to its other insurance obligations under
this  Lease,  obtain  its  own  insurance  coverage to the extent Tenant desires
protection  against  losses  related  to  such  occurrences.  Tenant  shall  be
permitted,  at  Tenant's sole discretion and at Tenant's sole cost, to install a
security  system  for  the Premises (which may include, without limitation, card
readers,  video  cameras  and video recorders) which does not interfere with the
operation  of the Systems and Equipment nor with the operation of the Building's
access control system. Tenant shall be solely responsible for the monitoring and
operation  of  Tenant's  security  system.  The  installation,  operation  and
maintenance  of such system shall be coordinated with Landlord. Landlord further
grants  Tenant  the  right  to  "tie into" the Building's access control system,
provided  that  such tie-in does not alter materially the effectiveness or usage
of  the  Building's  access  control system or the access control services to be
provided  to  other  tenants'  premises, and Tenant shall be responsible for any
additional  incremental  expense  for  additional  equipment  or  personnel
necessitated  because  of  such  tie-in.

          10.1.8     Landlord  shall  cause the exterior windows of the Building
to  be  washed  at  least  once  every  four  (4)  months during the Lease Term.

          10.2     Overstandard  Tenant  Use.  Tenant  shall  not,  without
                   -------------------------
Landlord's  prior  written consent, change its use of the Premises, from general
office  purposes  as  provided  in  SECTION  5.1  to  a different use, or (after
                                    ------------
completion  of  their  initial  installation  as  initially approved by Landlord


                                      -55-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
pursuant  to  the terms of the Tenant Work Letter) add machines, or equipment or
lighting  to  the Premises, which change or addition would materially affect the
temperature  designed to be maintained by the HVAC system or materially increase
the  quantity  of  water  normally  required to be furnished for the Premises by
Landlord  pursuant  to the terms of SECTION 10.1 of this Lease.  If such consent
                                    ------------
is  given,  Landlord  shall  have  the  right  to  install  supplementary  air
conditioning  units or other facilities in the Premises, including supplementary
or  additional  metering devices, and the reasonable cost thereof, including the
cost  of  installation,  operation  and  maintenance, increased wear and tear on
existing  equipment  and  other  similar  charges,  shall  be  paid by Tenant to
Landlord upon billing by Landlord subject to reasonable verification of all such
costs.  If Tenant uses water, electricity, heat, ventilation or air conditioning
in  excess  of that required to be supplied by Landlord pursuant to SECTION 10.1
                                                                    ------------
of  this  Lease,  Tenant  shall  pay to Landlord, upon billing, the cost of such
excess  consumption, the cost of the installation, operation, and maintenance of
equipment  which  is  required to be installed during the Lease Term in order to
supply  such  excess consumption, and the cost of the increased wear and tear on
existing  or  new  equipment caused by such excess consumption; and Landlord may
install devices to separately meter any increased use and, in such event, Tenant
shall pay the increased cost directly to Landlord, on demand, including the cost
of  installing  and  maintaining  such  additional  metering devices.  If Tenant
desires  to use heat, ventilation or air conditioning other than during Building
Hours,  Tenant shall give Landlord at least one (1) business day prior notice of
Tenant's  desired  use  of  such  utilities.  Tenant  acknowledges that Landlord
proposes  to charge a fee per hour (the "HOURLY CHARGE") for after-hours heat or
air-conditioning  (the  "AFTER-HOURS  HVAC").  Landlord  agrees  that the Hourly
Charge  will  in  no  event  exceed  Landlord's  "Actual  Cost" of providing the
After-Hours  HVAC.  "Actual  Cost"  shall  be equal to Landlord's direct cost of
providing such service, which direct cost shall be determined by calculating the
total  kilowatt minimum load multiplied by average electricity cost during those
hours  (to  the  extent  reasonably  determinable)  plus  any  cost incurred for
equipment  maintenance  for  such  after-hours  usage. By way of example, if the
utility  company provides rate schedules for peak and off-peak demand hours, the
electricity  cost for After-Hours HVAC should reflect rates actually charged for
the  time of day to which the hourly charge is applicable. Equipment maintenance
cost  for  such  after  hours usage shall not exceed the annual operating hourly
maintenance cost derived by dividing the total annual equipment maintenance cost
by  the  total  annual  equipment  operating hours, without a profit or overhead
charge to Landlord, but including a reasonable administrative charge and, unless
the  system  is  automated,  an  amount  reasonably  calculated  by  Landlord to
reimburse Landlord for the hourly engineers' salary and fringe benefits. Amounts
payable  by  Tenant  to  Landlord  for such use of additional utilities shall be
deemed  Additional  Rent  hereunder  and  shall  be  billed  on a monthly basis.

          10.3     Interruption  of  Use.
                   ---------------------

          10.3.1     No  Liability  for  Damages.  Except as provided in SECTION
                     ---------------------------                         -------
10.3.2  below,  Tenant  agrees that Landlord shall not be liable for damages, by
------
abatement  of  Rent  or otherwise, for failure to furnish or delay in furnishing
any  Standard  Tenant  Services  (including  telephone  and  telecommunication
services),  or  for any diminution in the quality or quantity thereof, when such


                                      -56-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
failure  or delay or diminution is occasioned, in whole or in part, by necessary
repairs,  replacements  or  improvements  (provided  that Landlord agrees to use
commercially  reasonable  efforts  to schedule any such work outside of Building
Hours),  by  any  strike, lockout or other labor trouble, by inability to secure
electricity,  gas,  water,  or  other  fuel  at  the  Building  or Project after
reasonable  effort  to  do so, by any accident or casualty whatsoever, by act or
default  of  Tenant  or  other  parties, or by any other cause beyond Landlord's
reasonable  control;  and  such  failures or delays or diminution shall never be
deemed  to  constitute an eviction or disturbance of Tenant's use and possession
of  the  Premises  or  relieve  Tenant from paying Rent or performing any of its
obligations  under  this Lease.  Furthermore, Landlord shall not be liable under
any  circumstances  for  a loss of, or injury to, or interference with, Tenant's
business  including,  without  limitation,  loss  of profits, however occurring,
through  or  in connection with or incidental to a failure to furnish any of the
Tenant  Standard  Services as set forth in this ARTICLE 10.  If any governmental
                                                ----------
or  quasi-governmental  entity  promulgates  or  revises any statute, ordinance,
building  code,  fire  code  or  other  code  or  imposes mandatory or voluntary
controls  or  guidelines  on  Landlord  or  the  Project or any portion thereof,
relating  to the use or conservation of energy, water, gas, light or electricity
or the reduction of automobile or other emissions, or the provision of any other
utility  or  service  provided  with  respect  to  this Lease, or if Landlord is
required  to  make alterations to the Project or any portion thereof in order to
comply  with  such mandatory or voluntary controls or guidelines, then, Landlord
may, in its sole discretion, comply with such mandatory or voluntary controls or
guidelines  or  make  such  alterations  to  the Project related thereto without
creating  any  liability  of  Landlord  to  Tenant  under  this Lease (except as
provided  in  SECTION  10.3.2 below), provided that the Premises are not thereby
              ---------------
rendered  untenantable,  and further provided that Landlord will not voluntarily
reduce  the level of services provided to the Premises consistent with the first
class  character  of  the  Project.

          10.3.2     Tenant's  Remedy.  Except as otherwise provided in ARTICLES
                     ----------------                                   --------
8  AND 13 of this Lease, in the event that (A) Tenant is denied access to, or is
---------
unable  to  conduct  Tenant's normal business operations in, the Premises or any
portion  thereof,  and Tenant does not use the Premises or such portion thereof,
and  (B)  such  non-use  of  the  Premises  is  as  a  result of (i) any repair,
maintenance  or  alteration  performed  by Landlord, or which Landlord failed to
perform, after the Lease Commencement Date and which was required by this Lease,
which  is not necessitated by the negligence of Tenant or its employees, agents,
contractors or invitees, (ii) the presence of Hazardous Material in or about the
Premises or the Building which was in violation of Hazardous Materials Laws then
in effect when brought upon or used in or about the Premises or the Building and
was  not  brought upon or used in or about the Premises or Building by Tenant or
its  employees,  agents,  contractors, or invitees, or (iii) the interruption or
substantial  reduction  in one or more of the following Standard Tenant Services
required  to be provided by Landlord pursuant to this Lease (whether or not such
interruption  or  reduction  is  due  to  Landlord's  fault or within Landlord's
control, so long as it is not due to the fault or neglect of Tenant, its agents,
employees, contractors or invitees):  heating, ventilating and air conditioning,
janitorial  service, electrical service, passenger elevator service or water, or
(iv) Landlord's failure to supply Tenant with all of the parking passes to which
Tenant  is  entitled  pursuant  to ARTICLE 18 below, where Landlord is unable to
                                   ----------
provide  alternative  parking  within  Warner  Center  for such unusable parking
passes  (each  such  set  of  circumstances as set forth in item (A) and then in
either (i), (ii), (iii) or (iv) of item (B), above, to be known as an "Abatement
Event"),  then,  Tenant  shall give Landlord and Lender notice ("Abatement Event


                                      -57-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Notice") of such Abatement Event, and if such Abatement Event continues for five
(5)  consecutive business days after Landlord's and Lender's receipt of any such
notice  or  ten  (10)  consecutive  or  nonconsecutive days after Landlord's and
Lender's  receipt of any such notices for each such day in any twelve (12) month
period  (the  "Eligibility  Period"),  then, the Base Rent and Tenant's Share of
Direct Expenses shall be abated or reduced, as the case may be, after expiration
of  the  Eligibility Period for such time that the Abatement Event continues, in
the proportion that the rentable area of the portion of the Premises that is the
subject of the Abatement Event, bears to the total rentable area of the Premises
(in  the case of the circumstances set forth in items (i), (ii) and (iii) above)
or in the proportion that the number of parking passes which Tenant is unable to
utilize  bears to the total number of parking passes to which Tenant is entitled
pursuant  to ARTICLE 18 below (in the case of the circumstance set forth in item
             ----------
(iv) above); provided, however, in the event that the Abatement Event applies to
a  portion  of  the  Premises  for a period of time in excess of the Eligibility
Period  and  the  remaining  portion  of the Premises is not sufficient to allow
Tenant  to  effectively  conduct  its  business  therein, and if Tenant does not
conduct  its  business  from  such  remaining portion, then, for such time after
expiration  of  the  Eligibility Period during which Tenant is so prevented from
effectively conducting its business therein, the Base Rent and Tenant's Share of
Direct  Expenses for the entire Premises shall be abated for such time as Tenant
continues  to  be  so prevented from using, and does not use, the Premises.  If,
however,  Tenant  reoccupies any portion of the Premises during such period, the
Rent  allocable  to  such  reoccupied  portion, based on the proportion that the
rentable  area  of  such  reoccupied  portion of the Premises bears to the total
rentable  area  of the Premises, shall be payable by Tenant from the date Tenant
reoccupies  such  portion of the Premises.  Notwithstanding the foregoing, in no
event  shall  the  amount of Rent abated hereunder exceed the amount of proceeds
Landlord  is  entitled  to  receive  under  the terms of the rental interruption
insurance  policies  Landlord  is  required  to carry hereunder.  Such rights to
abate Base Rent and Tenant's Share of Direct Expenses shall be Tenant's sole and
exclusive  remedy at law or in equity for an Abatement Event; provided, however,
that,  except  as  otherwise  provided  in  ARTICLES  8 AND 13 of this Lease, if
Landlord has not cured such Abatement Event within one (1) year after Landlord's
receipt  of  the  Abatement  Event  Notice,  and  if  Landlord does not elect to
relocate Tenant as provided in SECTION 10.3.3 below, Tenant shall have the right
                               --------------
to terminate this Lease during the first five (5) business days of each calendar
month  following the end of such one (1) year period until such time as Landlord
has  cured the Abatement Event, which right may be exercised only by delivery of
notice  to Landlord and Lender (the "Abatement Event Termination Notice") during
such five (5) business-day period, and shall be effective as of a date set forth
in  the  Abatement  Event  Termination  Notice (the "Abatement Event Termination
Date"),  which  Abatement Event Termination Date shall not be less than ten (10)
business  days,  and  not more than two (2) years, following the delivery of the
Abatement Event Termination Notice.  Notwithstanding the foregoing, Tenant shall
not have the right to terminate this Lease pursuant to the terms of this SECTION
                                                                         -------
10.3.2,  if,  as  of  the  date  of  delivery  by  Tenant of the Abatement Event
------
Termination  Notice,  (A)  the  Lender  has  recorded a notice of default on the
Building  or  filed  a  notice  evidencing  a legal action by the Lender against
Landlord  on  the  Building, or (B) the Lender has agreed that, immediately upon
recovery  of  possession  of the Building, the Lender will take measures to cure
such  Abatement  Event,  and  thereafter, the Lender diligently proceeds to gain
possession of the Premises and, to the extent the Lender does gain possession of
the  Premises,  the  Lender  diligently  proceeds  to cure such Abatement Event.


                                      -58-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          10.3.3     Abatement Event Relocation Right.  Notwithstanding anything
                     --------------------------------
to  the  contrary  set  forth  in  SECTION 10.3.2 above, Landlord shall have the
                                   --------------
right,  at  Landlord's  sole  cost  and expense (except for the payment of rent,
which  shall  be payable as provided in this SECTION 10.3.3), to relocate Tenant
                                             --------------
(provided,  thereafter, Landlord cures the Abatement Event) from that portion of
the  Premises  which  is  affected by the Abatement Event to comparable space at
least  equal  in  size  to  the  affected  portion  of the Premises ("COMPARABLE
RELOCATION  SPACE")  (which Comparable Relocation Space need not be high-rise or
mid-rise  space) in the West San Fernando Valley by (i) providing notice thereof
to Tenant on or before the date which is ten (10) business days after expiration
of the Eligibility Period, and (ii) providing the Comparable Relocation Space in
a  condition ready for Tenant's move-in within sixty (60) days after such notice
from  Landlord  to  Tenant,  in  which  case  Tenant  shall  not have a right to
terminate  this  Lease  as  set  forth  in  SECTION  10.3.2 above; provided that
                                            ---------------
Landlord's  right  to relocate Tenant and thereby eliminate Tenant's termination
right  shall  only apply if Landlord reasonably, and in good faith, certifies to
Tenant  that  the  Abatement Event will be cured, and the relocation of Tenant's
personnel  back  into  the  affected  portion of the Premises will occur, within
fifteen  (15)  months  after  Landlord's  receipt of the Abatement Event Notice.
Landlord  shall  have  the obligation for payment of any rent in connection with
such Comparable Relocation Space, during any period in which Tenant is relocated
from  an  affected  portion of the Premises to such Comparable Relocation Space;
provided,  however,  that Tenant shall pay to Landlord the Base Rent or the rent
Landlord  is  actually  paying  for  the Relocated Space, whichever is less, and
Tenant's Share of Direct Expenses (which Tenant's Share of Direct Expenses shall
be  calculated using the amount of Tenant's Share of Direct Expenses that Tenant
was  paying  for  the  month  prior  to Tenant's delivery of the Abatement Event
Notice) for the affected portion of the Premises as Tenant's contribution toward
rent for the Comparable Relocation Space during the term of such relocation and,
because  the  payment  described  previously  in  this  sentence  shall  be  a
contribution  from  Tenant  toward rent for the Comparable Relocation Space (and
shall  not  constitute  Rent for the affected portion of the Premises), Tenant's
obligation  to pay Base Rent and Additional Rent shall abate with respect to the
affected  portion of the Premises as provided in SECTION 10.3.2 above during the
                                                 --------------
term  of such relocation.  All expenses reasonably incurred by Tenant for moving
from  and  returning  to the affected portion of the Premises, including but not
limited  to  costs  of stationery and business cards (to the extent applicable),
and  equipment  installations in connection with such relocation shall be funded
by  Landlord  within  thirty  (30)  days  of  invoice.

     10.4     Additional  Services.  Landlord  shall  also  have  the  exclusive
              --------------------
right,  but  not  the  obligation,  to  provide  any services in addition to the
Standard  Tenant  Services  which  may be required by Tenant, including, without
limitation,  locksmithing  additional janitorial service, and additional repairs
and  maintenance,  provided  that Tenant shall pay to Landlord upon billing, the
sum  of all costs to Landlord of such additional services plus an administrative
fee  at  a rate equal to ten percent (10%) of the cost of such service.  Charges
for  any service for which Tenant is required to pay from time to time hereunder
shall  be  deemed  Additional  Rent  hereunder  and shall be billed on a monthly
basis.

     10.5     Year Round Access.  Landlord hereby represents and covenants that,
              -----------------
subject  to  Force  Majeure,  Tenant  shall  have access to the Premises and the
Building  Common Areas, twenty-four (24) hours per day, seven (7) days per week.


                                      -59-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Tenant shall be furnished with a master key for the Building, which shall not be
duplicated by Tenant and which shall only be used by Tenant's Vice President for
Operations (or such other person as may be designated by Tenant in writing, from
time  to time), that will access all doors in the Premises (the "ACCESS AREAS").
Tenant shall indemnify, defend, protect, and hold Landlord harmless from any and
all  loss,  cost,  damage, expense and liability (including, without limitation,
court  costs  and  reasonable  attorneys  fees)  incurred  in connection with or
arising  from  Tenant's  access  to  such  areas  of the Building as a result of
Tenants'  having  such master key.  Tenant shall be responsible to pay all costs
and  expenses  incurred  in  connection  with  such master key.  Tenant shall be
entitled  to  access any Access Areas only for inspection purposes and shall not
be  entitled to utilize such master key for any other purpose including, without
limitation,  storage  purposes.  In  the event of any material violation of this
provision  Landlord  shall  be  entitled  to  change the locks on all such areas
and/or  require  the  delivery  of  the  master  key  by Tenant to Landlord, and
Tenant's  rights  under  this  SECTION 10.5 shall terminate and be of no further
                               ------------
force  or  effect.

     10.6     Restricted  Access.  Tenant  may  designate  certain  areas in the
              ------------------
Premises  as restricted areas and at its sole cost and expense secure such areas
with  additional  locks to which only Tenant and Building management will have a
key;  provided, however, that Building management shall only utilize such key in
the  case  of  a  perceived  emergency.  Tenant  acknowledges  that in order for
Landlord  to  provide  services  as  specified  in this Lease to such restricted
areas,  Tenant  must  provide  Landlord  or  Landlord's  agents,  employees  or
contractors  access  thereto.  If  Tenant  fails  to timely provide such access,
Landlord  shall  have no obligation to provide services to such areas during the
period  access  is  denied.

     10.7     Emergency  Generator.  Landlord  acknowledges  that  Tenant may be
              --------------------
installing  an emergency generator in the basement of the Adjacent Building (the
"EMERGENCY  GENERATOR").  Subject  to Landlord's prior approval of all plans and
specifications,  which  approval  shall  not  be  unreasonably  withheld, and at
Tenant's  sole  cost  and  expense,  Landlord shall permit Tenant to install and
maintain  connections  between Landlord's electrical systems in the Building and
the Emergency Generator.  Any such installations shall at all times be installed
and  maintained  in  accordance  with  applicable law.  Landlord shall cause the
Building,  at Landlord's expense, to be designed to accept such connections from
the  Emergency  Generator.  Such connections to the emergency generator shall be
used  by  Tenant  only  during (i) testing and regular maintenance, and (ii) the
period  of any electrical power outage in the Project.  Tenant shall be entitled
to  operate  the  Emergency  Generator  and such connections to the Building for
testing  and  regular  maintenance  only  upon  notice  to Landlord and at times
reasonably  approved  by  Landlord.  Tenant  shall submit the specifications for
design,  operation,  installation  and  maintenance  of  the  connections to the
Emergency  Generator  and  facilities related thereto to Landlord for Landlord's
consent,  which  consent will not be unreasonably withheld or delayed and may be
conditioned  on  Tenant  complying  with such reasonable requirements imposed by
Landlord,  based  on  the advice of Landlord's engineers, so that the Building's
Systems  and  Equipment  are  not  materially  and  adversely  affected  by  the
installation  and  operation  of  the  Emergency  Generator.  All  repairs  and
maintenance of the Emergency Generator and connections thereto shall be the sole
responsibility  of Tenant, and Landlord makes no representation or warranty with
respect  to such Emergency Generator. At Landlord's option, upon the termination
of  this Lease and the Adjacent Building Lease, Landlord may require that Tenant
remove  the Emergency Generator and all related facilities and repair all damage


                                      -60-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
to  the  Project resulting from such removal, at Tenant's sole cost and expense.
Notwithstanding  the  foregoing,  during  any  Option Term when Tenant no longer
leases  the  Adjacent  Building,  Tenant  shall  continue  to  have the right to
maintain  the Emergency Generator in the Adjacent Building, provided that during
such  time  Tenant  shall  pay  rent  on  the  space  dedicated to the Emergency
Generator  at  a rate equal to the Dead Storage Annual Rental Rate.  During such
time,  the  Emergency Generator shall be deemed to be a part of the Premises for
purposes  of  the  indemnification  and  insurance provisions of this Lease, and
Tenant  shall  maintain,  at  Tenant's  cost,  industry  standard  "boiler  and
machinery"  insurance  coverage  with  respect  thereto.

                                   ARTICLE 11

                            ASSIGNMENT AND SUBLETTING

     11.1     Transfers.  Tenant shall not, without the prior written consent of
              ---------
Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to
attach  to,  or otherwise transfer, this Lease or any interest hereunder, permit
any  assignment,  or  other  transfer of this Lease or any interest hereunder by
operation  of law, sublet the Premises or any part thereof, or permit the use of
the  Premises  by  any  persons  other than Tenant and its employees (all of the
foregoing  are hereinafter sometimes referred to collectively as "Transfers" and
any  entity  to  whom  any  Transfer is made or sought to be made is hereinafter
sometimes  referred to as a "TRANSFEREE"). Any sublease of the Premises shall be
for  a  term  which  does not exceed the remaining term of this Lease. If Tenant
desires  Landlord's  consent  to  any  Transfer, Tenant shall notify Landlord in
writing,  which  notice  (the  "TRANSFER NOTICE") shall include (i) the proposed
effective  date  of  the  Transfer, which shall not be less than forty-five (45)
days  nor  more  than  one  hundred  eighty (180) days (or one (1) year, for any
proposed  assignment  of all of Tenant's interest in this Lease or a sublease of
substantially  all of the Premises for substantially all of the remainder of the
Lease  Term)  after  the  date  of  delivery  of  the  Transfer  Notice,  (ii) a
description  of  the  portion  of  the  Premises to be transferred (the "SUBJECT
SPACE"),  (iii)  all of the terms of the proposed Transfer and the consideration
therefor,  including  calculation  of  the  "Transfer  Premium", as that term is
defined  in  SECTION  11.3  below,  in  connection  with such Transfer, the name
             -------------
and  address  of  the  proposed  Transferee, and a copy of all existing executed
and/or proposed documentation pertaining to the proposed Transfer, including all
existing  operative  documents  to  be executed to evidence such Transfer or the
agreements  incidental  or  related to such Transfer, and (iv) current financial
statements  of the proposed Transferee certified by an officer, partner or owner
thereof,  and  any  other  information  required  by Landlord, which will enable
Landlord to determine the financial responsibility, character, and reputation of
the  proposed  Transferee, nature of such Transferee's business and proposed use
of  the  Subject  Space,  and  such other information as Landlord may reasonably
require.  Any  Transfer  made without Landlord's prior written consent shall, at
Landlord's  option,  be  null,  void  and of no effect, and shall, at Landlord's
option,  constitute  a default by Tenant. Tenant shall pay Landlord's reasonable
legal  fees incurred by Landlord in connection with any proposed Transfer within
thirty  (30)  days  after the execution of the relevant documents evidencing the
Transfer.

     11.2     Landlord's  Consent.  Landlord shall not unreasonably withhold its
              -------------------
consent  to  any proposed Transfer of the Subject Space to the Transferee on the
terms  specified  in  the  Transfer  Notice.  Landlord  shall  grant or deny its


                                      -61-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
consent  to  any  proposed  assignment of Tenant's interest in this Lease or any
sublease  of  substantially  all  of  the  Premises for substantially all of the
remainder  of  the Lease Term (collectively, an "ASSIGNMENT") within thirty (30)
days  of  Landlord's receipt of the Transfer Notice, and Landlord shall grant or
deny its consent to any other Transfer within fifteen (15) days after Landlord's
receipt  of the Transfer Notice.  If Landlord fails to grant or deny its consent
within  such time periods, Landlord shall be deemed to have given its consent to
such  Transfer.  Without  limitation  as  to  other  reasonable  grounds  for
withholding  consent, the parties hereby agree that it shall be reasonable under
this  Lease and under any applicable law for Landlord to withhold consent to any
proposed  Transfer  where  one  or  more  of  the  following  apply:

          11.2.1     The  Transferee  is of a character or reputation or engaged
in  a  business  which is not consistent with the quality of the Building or the
Project,  or  would be a significantly less prestigious occupant of the Building
than  Tenant;

          11.2.2     The  Transferee  intends  to  use  the  Subject  Space  for
purposes  which  are  not  permitted  under  this  Lease;

          11.2.3     The  Transferee  is  either  a  governmental  agency  or
instrumentality thereof (i) which is that of a foreign country, (ii) which is of
a  character or reputation, is engaged in a business, or is of, or is associated
with,  a political orientation or faction, which is materially inconsistent with
the  quality  of  the  Project,  or  which  would  otherwise reasonably offend a
landlord  of  a  Comparable  Building  if such Transferee occupied space in such
landlord's  building,  (iii) which is capable of exercising the power of eminent
domain  or  condemnation,  or  (iv) which would significantly increase the human
traffic  in  the  Premises  or  Building;

          11.2.4     The Transfer will result in more than a reasonable and safe
number  of  occupants  per  floor  within  the  Subject  Space;

          11.2.5     If the Transfer is an Assignment, or if upon the completion
of  the  proposed  Transfer more than one hundred twenty-five thousand (125,000)
rentable  square  feet  of  the  Premises  will  be  subject to Transfers or not
otherwise  occupied  by  Tenant or an Affiliate of Tenant, and the Transferee is
not a party of reasonable financial worth and/or financial stability in light of
the  responsibilities  involved  under  the  portion of the Lease subject to the
assignment  or  sublease  on  the  date  consent  is  requested;  or

          11.2.6     The  proposed  Transfer  would cause a violation of another
lease for space in the Building, which violation relates to an exclusive retail,
stock  brokerage  or  banking  use.

          If  Landlord  consents  to  any Transfer pursuant to the terms of this
SECTION  11.2 Tenant may, within six (6) months after Landlord's consent but not
-------------
later  than the expiration of said six-month period, enter into such Transfer of
the  Premises  or  portion  thereof,  upon  substantially  the  same  terms  and
conditions  as  are  set  forth  in  the  Transfer Notice furnished by Tenant to
Landlord  pursuant to SECTION 11.1 of this Lease; provided that if there are any
                      ------------
changes  in the terms and conditions from those specified in the Transfer Notice
such  that  Landlord would initially have been entitled to refuse its consent to
such Transfer under this SECTION 11.2, Tenant shall again submit the Transfer to
                         ------------
Landlord  for  its  approval  and  other  action  under  this  ARTICLE  11.
                                                               -----------


                                      -62-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Notwithstanding  any contrary provision of this Lease, if Tenant or any proposed
Transferee claims that Landlord has unreasonably withheld or delayed its consent
to  a  proposed  Transfer  or  otherwise has breached its obligations under this
ARTICLE  11,  Tenant's  and  such  Transferee's only remedies shall be to seek a
-----------
declaratory judgment and/or injunctive relief by arbitration pursuant to SECTION
                                                                         -------
19.41.3,  and  Tenant,  on behalf of itself and, to the extent permitted by law,
-------
such  proposed Transferee, waives all other remedies against Landlord, including
without  limitation,  the  right  to  seek monetary damages or to terminate this
Lease.

     11.3     Transfer  Premium.
              -----------------

          11.3.1     Definition  of Transfer Premium.  If Landlord consents to a
                     -------------------------------
Transfer,  as  a condition thereto which the parties hereby agree is reasonable,
Tenant  shall  pay to Landlord fifty percent (50%) of any "Transfer Premium," as
that  term  is  defined  in  this  SECTION  11.3,  received  by Tenant from such
                                   -------------
Transferee.  "Transfer  Premium"  shall  mean all rent, additional rent or other
consideration  payable  by  such  Transferee  in connection with the Transfer in
excess of the Rent and Additional Rent payable by Tenant under this Lease during
the  term  of the Transfer (on a per rentable square foot basis if less than all
of  the  Premises  is  transferred),  after  deducting  the  reasonable expenses
incurred  by  Tenant  for  (i)  any changes, alterations and improvements to the
Premises  in  connection  with  the  Transfer, (ii) any brokerage commissions in
connection  with  the  Transfer,  (iii)  any  costs  to buy-out or take over the
previous  lease  of  a  Transferee,  (iv)  reasonable  legal  fees  incurred  in
connection  with  the  Transfer,  (v) the amount of any Base Rent and Additional
Rent  paid  by  Tenant  to Landlord with respect to the Subject Space during the
period  commencing  on  the  later  of (a) the date Tenant has contracted with a
reputable  broker  to  market  the  Subject Space, and (b) the date Tenant gives
Landlord  notice  that  Tenant  has  vacated  the  Subject  Space,  until  the
commencement  of  the  term  of the Transfer, and (vi) any other "out-of-pocket"
monetary  concessions  reasonably  provided  in  connection  with  the  Transfer
including,  but  not  limited  to,  tenant  improvement or decorating allowances
(collectively, the "TRANSFER COSTS"). "Transfer Premium" shall also include, but
not  be  limited  to, key money, bonus money or other cash consideration paid by
Transferee to Tenant in connection with such Transfer, and any payment in excess
of  fair  market  value  for  services  rendered  by Tenant to Transferee or for
assets,  fixtures,  inventory,  equipment, or furniture transferred by Tenant to
Transferee  in  connection  with  such Transfer. If part of the Transfer Premium
shall  be payable by the Transferee other than in cash, Landlord's share of such
non-cash  consideration  shall  be in such form as is reasonably satisfactory to
Landlord.

          11.3.2     Payment  of  Transfer  Premium.  The  determination  of the
                     ------------------------------
amount  of  Landlord's applicable share of the Transfer Premium shall be made on
an  annual  basis  in  accordance  with the terms of this SECTION 11.3.2, but an
                                                          --------------
estimate  of  the  amount of Landlord's applicable share of the Transfer Premium
shall be made each year and one-twelfth of such estimated annual amount shall be
paid  to Landlord promptly, but in no event later than the next date for payment
of  Base Rent hereunder, subject to an annual reconciliation on each anniversary
date  of  the  Transfer.  If  the payments to Landlord under this SECTION 11.3.2
                                                                  --------------
during  the  twelve  (12) months preceding each annual reconciliation exceed the
amount  of  Landlord's  applicable  share  of  Transfer Premium determined on an
annual basis, then Landlord shall credit the overpayment against Tenant's future
obligations  under  this SECTION 11.3.2 or, if the overpayment occurs during the
                         --------------
last  year  of the Transfer in question, refund the excess to Tenant.  If Tenant


                                      -63-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
has underpaid Landlord's applicable share of the Transfer Premium, as determined
by such annual reconciliation, Tenant shall pay the amount of such deficiency to
Landlord,  promptly,  but  in  no  event later than the next date for payment of
Basic  Rent  hereunder.  For  purposes of calculating the Transfer Premium on an
annual  basis,  Tenant's Transfer Costs shall be deemed to be offset against the
first  rent,  additional  rent or other consideration payable by the Transferee,
until  such  Transfer  Costs  are  exhausted.

          11.3.3     Calculations  of  Rent.  In the calculation of the Rent (as
                     ----------------------
it  relates  to  the  Transfer  Premium  calculated under SECTION 11.3.1 of this
                                                          --------------
Lease),  the Rent paid during each annual period for the Subject Space by Tenant
shall  be  computed after adjusting such rent to the actual effective rent to be
paid,  taking  into  consideration  any and all leasehold concessions granted in
connection  therewith, including, but not limited to, any rent credit and tenant
improvement  allowance.  For purposes of calculating any such effective rent all
such  concessions  shall be amortized on a straight-line basis over the relevant
term.

     11.4     Effect  of  Transfer.  If Landlord consents to a Transfer, (i) the
              --------------------
terms and conditions of this Lease shall in no way be deemed to have been waived
or  modified,  (ii)  such  consent  shall  not  be deemed consent to any further
Transfer  by  either  Tenant  or  a  Transferee,  (iii)  Tenant shall deliver to
Landlord,  promptly  after  execution,  an  original  executed  copy  of  all
documentation  pertaining  to  the  Transfer  in  form  reasonably acceptable to
Landlord,  and  (iv)  Tenant  shall  furnish  upon Landlord's request a complete
statement,  certified by an independent certified public accountant, or Tenant's
chief financial officer, setting forth in detail the computation of any Transfer
Premium  Tenant  has  derived  and  shall derive from such Transfer. No Transfer
relating  to  this Lease or agreement entered into with respect thereto, whether
with or without Landlord's consent, shall relieve Tenant or any guarantor of the
Lease  from  liability  under  this  Lease.  Landlord  or  its  authorized
representatives shall have the right at all reasonable times to audit the books,
records  and papers of Tenant relating to any Transfer, and shall have the right
to make copies thereof. If the Transfer Premium respecting any Transfer shall be
found  understated,  Tenant shall, within thirty (30) days after demand, pay the
deficiency  and,  if understated by more than two percent (2%), Landlord's costs
of  such  audit.

     11.5     Non-Transfers.  Notwithstanding anything to the contrary contained
              -------------
in  this  ARTICLE  11,  an  assignment  or subletting of all or a portion of the
          -----------
Premises  to an "Affiliate" of Tenant  shall not be deemed a Transfer under this
ARTICLE 11, provided that (i) Tenant notifies Landlord of any such assignment or
----------
sublease  within thirty (30) days after its effective date and promptly supplies
Landlord  with  any  documents  or  information reasonably requested by Landlord
regarding  such  assignment  or  sublease  or  such  Affiliate,  and  (ii)  such
assignment  or  sublease  is not a subterfuge by Tenant to avoid its obligations
under  this Lease.  The term "Affiliate" of Tenant shall mean an entity which is
controlled by, controls, or is under common control with Tenant or a corporation
which merges with Tenant, whether by statutory merger or an exchange of stock or
transfer of assets.  The term "control," or "controlled" as used in this SECTION
                                                                         -------
11.5,  shall  mean  the  ownership,  directly  or indirectly, of more than fifty
----
percent  (50%)  of the voting securities of, or possession of the right to vote,
in  the  ordinary  direction of its affairs, of more than fifty percent (50%) of
the  voting  interest  in,  an  entity.

     11.6     Miscellaneous  Transfer  Provisions.
              -----------------------------------


                                      -64-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          11.6.1     Estoppel  Certificate.  Upon  Tenant's  request,  Landlord
                     ---------------------
shall  provide  to  any  proposed Transferee of Tenant's interest in the Subject
Space,  an estoppel certificate substantially in the form of EXHIBIT F, attached
                                                             ---------
hereto,  with  contextual modifications due to the fact that such certificate is
being  provided  by  Landlord  to  a  Transferee  rather  than  by  Tenant  to a
prospective  purchaser  or  lender  of  the  Building.

          11.6.2     Landlord's Recognition of Transfers Upon Lease Termination.
                     ----------------------------------------------------------
Tenant  may  request,  as part of its Transfer Notice under SECTION 11.1, above,
                                                            ------------
that  a  sublessee  leasing  all of the Premises receive a recognition agreement
("RECOGNITION  AGREEMENT")  from  Landlord which provides that in the event this
Lease  is  terminated,  Landlord  shall recognize the Transfer as a direct lease
between  Landlord  and  such  subtenant,  provided  that  Landlord shall only be
obligated  to  execute  a  Recognition  Agreement  with such sublessee under the
following  conditions  (which  conditions  must  be reflected in the Recognition
Agreement):  (i)  Landlord  shall not be bound by any terms or conditions of the
Transfer which are inconsistent with the terms and conditions of this Lease, and
if the economic terms of such Transfer (as between Tenant and such sublessee and
on  a  per  rentable  square  foot  basis)  are less favorable to Tenant (as the
sublessor)  than  those  economic terms set forth in this Lease, the Recognition
Agreement shall provide that upon termination of this Lease, as between Landlord
and  the  sublessee,  the economic terms shall be adjusted to those set forth in
this Lease (on a per rentable square foot basis); provided, however, that if the
economic  terms  of  such Transfer (as between Tenant and the sublessee on a per
rentable  square foot basis) are equal to or more favorable than those set forth
in  this  Lease, such more favorable economic terms shall continue to apply upon
the date that this Lease is terminated and Landlord recognizes the Transfer as a
direct  lease between Landlord and such sublessee; (ii) the terms and provisions
of SECTION 2.3 shall not be applicable to such sublessee unless the sublessee is
   ----------
leasing the entire Premises for the entire remainder of the Lease Term (in which
case such sublessee may exercise any remaining Renewal Option Right(s) set forth
in SECTION 2.3 above, (iii) Landlord shall not be liable for any act or omission
   -----------
of  Tenant,  (iv) Landlord shall not be subject to any offsets or defenses which
the  sublessee  might  have  as  to  Tenant or to any claims for damages against
Tenant,  (v) Landlord shall not be required or obligated to credit the sublessee
with  any rent or additional rent paid by the sublessee to Tenant, (vi) Landlord
shall  be responsible for performance of only those covenants and obligations of
Tenant  pursuant  to  the Transfer accruing after the termination of this Lease,
(vii)  the  sublessee  shall, upon termination of this Lease, agree to make full
and  complete attornment to Landlord, as lessor, pursuant to a written agreement
executed  by  Landlord  and  the sublessee, so as to establish direct privity of
contract  between  Landlord  and the sublessee with the same force and effect as
though  the  Transfer  was  originally  made  directly  between Landlord and the
sublessee,  and (viii) as a condition to Landlord's obligation to enter into the
Recognition  Agreement, in addition to Landlord's rights set forth under SECTION
                                                                         -------
11.2,  above,  Landlord  shall  have  the  right  to  reasonably  approve  the
----
creditworthiness  and  financial  strength  of  the  sublessee, which reasonable
approval  shall  be  based upon the creditworthiness and financial strength then
generally  required by Landlord and landlords of the Comparable Buildings of new
tenants  leasing space of a rentable area comparable to the rentable area of the
Subject  Space for a term equal to the remaining Lease Term and at a rental rate
equal  to  the  Base Rent rental rate under this Lease.  Upon Landlord's written
request  given  at  any  time after the termination of this Lease, the sublessee
shall  execute  a  new  lease  for  the  Subject  Space  upon the same terms and
conditions  as  set  forth  in  the  Recognition  Agreement.


                                      -65-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   ARTICLE 12

                               DEFAULTS; REMEDIES

     12.1     Events  of Default.  Subject to the terms of Section 19.41, below,
              ------------------
the  occurrence of any of the following shall constitute a default of this Lease
by  Tenant:

          12.1.1     Any  failure  by Tenant to pay any Rent or any other charge
required  to  be  paid under this Lease, or any part thereof, where such failure
continues  for  ten  (10) days after written notice from Landlord to Tenant that
such  amount  is due; provided that any such notice shall be in lieu of, and not
in  addition  to,  any  notice required under California Code of Civil Procedure
SECTION  1161  or  any  similar  or  successor  law;  or
-------------

          12.1.2     Any  failure  by  Tenant  to  observe  or perform any other
provision,  covenant  or  condition of this Lease to be observed or performed by
Tenant  where  such  failure continues for thirty (30) days after written notice
thereof  from  Landlord to Tenant; provided that (i) any such notice shall be in
lieu  of,  and  not  in  addition  to, any notice required under California Code
of  Civil  Procedure  SECTION  1161 or any similar or successor law; (ii) if the
                      -------------
nature of such default is such that the same cannot reasonably be cured within a
thirty  (30)  day  period,  Tenant  shall  not  be deemed to be in default if it
diligently  commences  such  cure  within  such period and thereafter diligently
proceeds  to  rectify  and cure said default, as soon as possible; and (iii) the
cure period specified in this SECTION 12.1.2 shall not be applicable to Tenant's
                              --------------
obligations  under  SECTIONS  5.3,19.1  and  19.11 of this Lease; i.e., Tenant's
                    ------------------       -----
failure  to  comply  with any provision, covenant or condition described in such
sections  and/or  articles  within  the  time periods specified in such SECTIONS
                                                                        --------
5.3,19.1  and  19.11  shall  constitute  a default under this SECTION 12.1.2; or
--------       -----                                          --------------

          12.1.3     Any  of  the  following:  (i)  if  Tenant  makes  a general
assignment  or  general  arrangement  for  the  benefit  of creditors; (ii) if a
petition  for  adjudication of bankruptcy or for reorganization or rearrangement
is  filed  by  or  against  Tenant and is not dismissed within ninety (90) days;
(iii)  if a trustee or receiver is appointed to take possession of substantially
all  of  Tenant's assets located in the Premises or of Tenant's interest in this
Lease  and possession is not restored to Tenant within ninety (90) days; or (iv)
if  substantially  all of Tenant's assets located in the Premises or of Tenant's
interest  in  this Lease is subjected to attachment, execution or other judicial
seizure  which  is  not  discharged  within  ninety  (90)  days,  or

          12.1.4     A  default  by  Tenant,  after expiration of any applicable
cure  periods,  under  Tenant's  lease  of  the  Adjacent  Building.

          12.2     Remedies  Upon  Default.  Upon the occurrence of any event of
                   -----------------------
default  by  Tenant,  Landlord  shall  have,  in  addition to any other remedies
available  to Landlord at law or in equity, the option to pursue any one or more
of  the  following  remedies,  each  and  all  of  which shall be cumulative and
nonexclusive,  without  any  notice  or  demand  whatsoever.


                                      -66-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          12.2.1     Terminate Tenant's right to possession by any lawful means,
in  which  event this Lease and the term hereof shall terminate and Tenant shall
immediately  surrender  possession  of the Premises to Landlord.  In such event,
Landlord  may  recover  from  Tenant  the  following:

                (i)     The  worth at the time of award of any unpaid Rent which
had  been  earned  at  the  time  of  such  termination;  plus

                (ii)     The  worth  at the time of award of the amount by which
the unpaid Rent which would have been earned after termination until the time of
award  exceeds the amount of such rental loss that Tenant proves could have been
reasonably  avoided;  plus

                (iii)     The  worth at the time of award of the amount by which
the  unpaid  Rent  for  the  balance  of  the Lease Term after the time of award
exceeds  the  amount  of  such  rental  loss  that Tenant proves could have been
reasonably  avoided;  plus

                (iv)     Any  other  amount necessary to compensate Landlord for
all  the  detriment  proximately  caused  by  Tenant's  failure  to  perform its
obligations  under this Lease or which in the ordinary course of things would be
likely to result therefrom, specifically including but not limited to, brokerage
commissions  and  advertising  expenses  incurred,  expenses  of  remodeling the
Premises  or  any  portion  thereof  for a new tenant, whether for the same or a
different  use,  and  any  special  concessions made to obtain a new tenant; and

                (v)     At Landlord's election, but subject to the provisions of
this Lease, such other amounts in addition to or in lieu of the foregoing as may
be  permitted  from  time  to  time  by  applicable  law.

          The term "Rent" as used in this SECTION 12.2 shall be deemed to be and
                                          ------------
to  mean  all sums of every nature required to be paid by Tenant pursuant to the
terms  of  this  Lease, whether to Landlord or to others.  As used in Paragraphs
12.2.1(i) and (ii), above, the "worth at the time of award" shall be computed by
allowing  interest  at the rate set forth in SECTION 19.28 of this Lease, but in
                                             -------------
no  case  greater than the maximum amount of such interest permitted by law.  As
used  in  Paragraph 12.2.1(iii) above, the "worth at the time of award" shall be
computed  by discounting such amount at the discount rate of the Federal Reserve
Bank  of  San Francisco at the time of award plus one percent (1%).  If Landlord
terminates  this  Lease  or  Tenant's  right  to  possession, Landlord shall use
reasonable  efforts  to  mitigate Landlord's damages, subject to any Recognition
Agreement  entered  into  pursuant to SECTION 11.6.2, above, and Tenant shall be
                                      --------------
entitled  to submit proof of such failure to mitigate as a defense to Landlord's
claims hereunder, if mitigation of damages by Landlord is required by applicable
law.

          12.2.2     Landlord  shall  have  the  remedy  described in California
Civil  Code  SECTION  1951.4 (lessor may continue lease in effect after lessee's
             ---------------
breach  and  abandonment  and  recover rent as it becomes due, if lessee has the
right  to  sublet  or  assign,  subject  only  to  reasonable  limitations).
Accordingly,  if  Landlord  does not elect to terminate this Lease on account of
any default by Tenant, Landlord may, from time to time, without terminating this
Lease,  enforce  all  of its rights and remedies under this Lease, including the
right  to  recover  all  Rent  as  it  becomes  due.


                                      -67-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     12.3     Sublessees  of Tenant.  If Landlord elects to terminate this Lease
              ---------------------
on  account  of  any  default  by  Tenant  as  set  forth  in  this  ARTICLE 12,
                                                                     ----------
absent  any  contrary agreement between Landlord and such subtenant, licensee or
concessionaire,  Landlord  shall  have  the  right  to  terminate  any  and  all
subleases, licenses, concessions or other consensual arrangements for possession
entered  into  by  Tenant  and affecting the Premises or may, in Landlord's sole
discretion,  succeed  to  Tenant's  interest  in  such  subleases,  licenses,
concessions  or arrangements.  In the event of Landlord's election to succeed to
Tenant's  interest in any such subleases, licenses, concessions or arrangements,
Tenant shall, as of the date of termination of this Lease, have no further right
to  or  interest  in  the  rent  or  other consideration receivable thereunder.

     12.4     Form  of  Payment  After  Default.  Following the occurrence of an
              ---------------------------------
event of default by any Transferee (but not as to the originally-named Tenant or
any  Affiliate  assignee),  Landlord shall have the right to require that any or
all subsequent amounts paid by Tenant to Landlord hereunder, whether to cure the
default  in  question  or  otherwise,  be  paid  in the form of wire transfer of
immediate  funds,  cash,  money  order, cashier's or certified check drawn on an
institution  acceptable  to  Landlord,  or  by other means approved by Landlord,
notwithstanding any prior practice of accepting payments in any different form.

     12.5     Efforts  to  Relet.  For the purposes of this ARTICLE 12, Tenant's
              ------------------                            ----------
right  to  possession  shall not be deemed to have been terminated by efforts of
Landlord  to relet the Premises, by its acts of maintenance or preservation with
respect  to  the Premises, or by appointment of a receiver to protect Landlord's
interests  hereunder.  The  foregoing  enumeration is not exhaustive, but merely
illustrative  of  acts  which  may  be performed by Landlord without terminating
Tenant's  right  to  possession.

     12.6     No Waiver of Redemption by Tenant.  Nothing herein shall be deemed
              ---------------------------------
to  constitute a waiver of Tenant's right to redeem, by order or judgment of any
court  or  by  any  legal  process  or  writ, Tenant's right of occupancy of the
Premises  after  any  termination  of  this  Lease.

     12.7     Landlord's  Default.
              -------------------

          12.7.1     General.  Landlord  shall not be deemed to be in default in
                     -------
the  performance  of  any  obligation required to be performed by Landlord under
this  Lease  if  (i)  in  the  event  of failure by Landlord with respect to the
payment  of  money,  Landlord  pays  any  unpaid  amount within ten (10) days of
written  notice  from Tenant that the same was not paid when due, or (ii) unless
and  until  it  has failed to perform such obligation for thirty (30) days after
written  notice  by Tenant to Landlord specifying wherein Landlord has failed to
perform  such  obligation;  provided  however,  that if the nature of Landlord's
obligation  is  such that more than thirty (30) days are reasonably required for
its  performance, then Landlord shall not be deemed to be in default if it shall
commence  such  performance  within such thirty (30) day period and, thereafter,
diligently prosecutes the same to completion.  If Landlord disagrees with Tenant
that  Landlord  is  in  default,  then,  Landlord  may  submit  the  dispute  to
arbitration pursuant to the provisions of SECTION 19.41 hereof. Upon any default
                                          -------------
committed by Landlord, after giving effect to any applicable cure period, Tenant


                                      -68-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
may, except as specifically provided in this Lease to the contrary, exercise any
of  its  rights  provided  in  law  or  in  equity.

          12.7.2     Lender's  Right to Cure and Notice.  No failure of Landlord
                     ----------------------------------
to  make any payment required to be made by Landlord hereunder, or to observe or
perform any covenant, condition or provision of this Lease, shall entitle Tenant
to  declare  a  default  under  this  Lease  unless (i)  Tenant shall have given
written  notice  to  Lender  of (A) such failure of Landlord, which notice shall
have  been  given concurrently with Tenant's giving of notice of such failure to
Landlord,  and  (B)  of  Landlord's  failure  to cure within any applicable cure
period,  and  (ii)  such  Lender  has  been  given ninety (90) days to cure such
default  after  the  expiration  of  Landlord's cure period set forth in SECTION
                                                                         -------
12.7.1,  above;  provided  however,  except  as  set forth in the Nondisturbance
------
Agreement  to  the  contrary,  in  the  absence of such Lender's express written
consent, Lender shall not be deemed to have assumed Landlord's obligations under
this  Lease  and  Landlord shall remain solely liable for the performance of all
terms,  covenants and conditions of this Lease both prior and subsequent to such
Lender's  exercise  of any right to cure; and, provided further, however, if the
default  by Landlord is of such a nature that it may not be cured by such Lender
without the Lender becoming the owner of the Building, Tenant shall not exercise
any remedy if such Lender (A) commences a non-judicial foreclosure of Landlord's
interest  in the Building within sixty (60) days of the expiration of Landlord's
cure  period, (B) thereafter uses reasonable efforts to complete the foreclosure
of  Landlord's interest in the Building and (C) cures such default within thirty
(30)  days  after  the  completion  of  such  foreclosure or, if the cure cannot
reasonably  be  effected within thirty (30) days, commences the cure within such
thirty  (30) day period and thereafter diligently pursues it to completion. Such
Lender  shall  have  the right to perform all obligations of Landlord under this
Lease  on  behalf  of Landlord, but such Lender shall have no obligation to cure
any  default  under  this  Lease  unless it becomes an owner of the Building. If
Lender  effectuates  a cure pursuant to this Section 12.7.2, then Landlord shall
not  be  in  default  of  this  Lease  with  respect  to  the  item  so  cured.

                                   ARTICLE 13

                                  CONDEMNATION

     13.1     Building  and  Premises.  If  twenty  percent (20%) or more of the
              -----------------------
number  of  rentable  square  feet  of  the  Premises shall be taken by power of
eminent  domain  or  condemned  by  any  competent  authority  for any public or
quasi-public  use  or  purpose,  or  if  Landlord  shall  grant  a deed or other
instrument in lieu of such taking by eminent domain or condemnation (any of such
events  may be referred to herein as a "TAKING"), Landlord and Tenant shall each
have  the  option  to  terminate this Lease upon ninety (90) days' prior written
notice  to  the  other,  provided such notice is given no later than one hundred
eighty  (180)  days  after  the  date  of  such  Taking.

     13.2     Parking  Structure.  If  a portion of the Parking Structure and/or
              ------------------
reasonable  access  thereto  is  taken and, thereafter, a substantial portion of
Tenant's  parking  rights  under  this Lease are terminated, unless Landlord can
provide  permanent replacement parking for Tenant's terminated rights within the
area  bounded  by  Victory  Boulevard, Canoga Avenue, Oxnard Street, and Topanga
Canyon  Boulevard,  Tenant  shall  have  the  right to terminate this Lease upon
ninety  (90)  days'  prior  written  notice to Landlord (provided such notice is


                                      -69-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
given  no later than ninety (90) days after receipt of notice from Landlord that
it  cannot  provide  such permanent replacement parking), or to delete such full
floors  of  the Building from the Premises as appropriate in Tenant's reasonable
judgment  to compensate for the consequent loss of parking.  If Tenant elects to
delete  such full floors from the Premises, then all obligations measured by the
number  of  rentable  square  feet  of the Premises (such as Rent, the number of
Tenant's  parking  passes,  and  Tenant's  Share) shall be adjusted accordingly.
Notwithstanding the foregoing, Tenant's right to reduce the size of the Premises
to compensate for the consequent loss of parking, as aforesaid, shall be limited
to one thousand (1,000) rentable square feet of the Premises for every three and
thirty-nine  one-hundredths  (3.39)  parking  privileges  (as  such ratio may be
adjusted  pursuant  to  Section  9 of the Summary) lost as a result of a partial
Taking of the Parking Structure or reasonable access thereto.  Moreover, if such
reduction  would  result  in  a  portion of the Premises consisting of a partial
floor of the Building, such partial floor shall be rounded-off either up or down
(whichever  is  closest)  to  a  full floor and Tenant shall only be entitled to
delete  full  floors.

     13.3     Award.  Landlord  shall be entitled to the entire award or payment
              -----
in  connection  therewith,  except  that Tenant shall have the right to file any
separate  claim available to Tenant for any taking of Tenant's personal property
and  fixtures belonging to Tenant and removable by Tenant upon expiration of the
Lease  Term  pursuant  to  the  terms of this Lease, and for goodwill and moving
expenses,  so  long  as  such  claims  do  not  diminish  the award available to
Landlord,  its  ground  lessor  with  respect  to the Building or Project or its
mortgagee,  and  such  claim  is  payable  separately  to  Tenant.

          13.4     Miscellaneous.  All  Rent shall be apportioned as of the date
                   -------------
of  such  termination,  or the date of such Taking, whichever shall first occur.
If  any  part  of  the  Premises shall be taken, and this Lease shall  not be so
terminated,  the Rent shall be proportionately abated.  Tenant hereby waives any
and  all  rights  it  might  otherwise  have pursuant to SECTION 1265.130 of The
                                                         ----------------
California  Code  of  Civil  Procedure.

                                   ARTICLE 14

                                    BROKERS

     Landlord  and  Tenant  hereby  warrant  to each other that they have had no
dealings with any real estate broker or agent in connection with the negotiation
of  this  Lease,  excepting  only the real estate brokers or agents specified in
SECTION  11  of the Summary (the "BROKERS"), and that they know of no other real
-----------
estate  broker  or agent who is entitled to a commission in connection with this
Lease.  Landlord  shall  pay  the  brokerage commissions owing to the Brokers in
connection with the transaction contemplated by this Lease pursuant to the terms
of  agreements  between  Landlord and the Brokers, and Landlord shall defend and
indemnify  Tenant  against  any  claim  for brokerage commissions by the Brokers
arising  out  of  this  transaction,  including  reasonable  attorneys  fees and
disbursements.  Each  party  agrees  to  indemnify  and  defend  the other party
against  and  hold  the  other  party harmless from any and all claims, demands,
losses,  liabilities, lawsuits, judgments, costs and expenses (including without
limitation reasonable attorneys' fees) with respect to any leasing commission or
equivalent  compensation alleged to be owing on account of any dealings with any
real  estate  broker or agent, other than the Brokers, occurring by, through, or
under  the  indemnifying  party.


                                      -70-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   ARTICLE 15

                              LANDLORD'S LIABILITY

     It is expressly understood and agreed that notwithstanding anything in this
Lease  to  the contrary, and notwithstanding any applicable law to the contrary,
the liability of Landlord hereunder (including any successor Landlord hereunder)
and  any  recourse  by  Tenant  against  Landlord  shall  be  limited solely and
exclusively  to  the  interest of Landlord (as opposed to its general or limited
partners)  in  and  to the Building and the Project (including the rental income
from  the  same and the proceeds of sale of the same), and neither Landlord, nor
any  of  its  constituent  partners  or  subpartners,  shall  have  any personal
liability therefor, and Tenant, on behalf of itself and all persons claiming by,
through  or under Tenant, hereby expressly waives and releases Landlord and such
partners  from  such  personal  liability.

                                   ARTICLE 16

                         REASONABLENESS AND GOOD FAITH

     Except  as  specifically provided to the contrary in this Lease, and except
for  matters  which  could affect (i) the Systems and Equipment of the Building,
(ii) the structural aspects of the Building, or (iii) the exterior appearance of
the Building, in which case Landlord shall have the right to act in its sole and
absolute  discretion  (but  at all times in good faith), any time the consent or
approval  of  Landlord  or  Tenant is required under this Lease, such consent or
approval  shall  not be unreasonably withheld, conditioned or delayed.  The fact
that,  in  various  places  in  the  text  of this Lease, the foregoing standard
limiting  discretion to withhold consent or approval is expressly stated only in
part  or  is not expressly stated, at all, shall not be construed as an intended
departure from the applicability of said standard in all instances where consent
or  approval  is required other than those instances excepted in the immediately
preceding  sentence.  Likewise, except as provided in the first sentence of this
ARTICLE  16,  whenever  the  Lease  grants  Landlord or Tenant the right to take
-----------
action,  exercise  discretion,  establish  rules  and  regulations,  or  make  a
designation,  allocation  or  other determination, Landlord and Tenant shall act
reasonably  and  in  good  faith.  If  either  Landlord  or Tenant withholds any
consent  or  approval requested by the other party, the withholding party shall,
on written request, deliver to the other party a written statement specifying in
detail  the  reasons  such  consent  or  approval  was  withheld.

                                   ARTICLE 17

                             INTENTIONALLY OMITTED

                                   ARTICLE 18

                                 TENANT PARKING

     18.1     Number  of  Parking  Passes.  Tenant  shall be provided during the
              ---------------------------
Lease  Term, free of charge, the number of parking passes set forth in SECTION 9
                                                                       ---------
of  the Summary (the "BASIC NUMBER") , which parking passes shall pertain to the


                                      -71-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Project's  parking  structure,  as described in Section 1.2 of Schedule 1 to the
Tenant  Work  Letter, and parking areas (collectively, the "PARKING STRUCTURE").
In addition to the Basic Number, fifteen (15) additional parking passes (subject
to the maximum number of spaces available in the Project parking areas) shall be
allocated  to  Tenant  at  no  additional  cost  to Tenant (the "BONUS PASSES").
Except  as  provided  in  SECTION  18.3  below,  such  parking  passes  shall be
                          -------------
unreserved  parking  passes.

     18.2     Parking  Rate.  Tenant  shall  not be obligated to pay, during the
              -------------
Lease  Term  and  any  applicable  Renewal  Option Terms, for the use of parking
passes  or  spaces  up  to the Maximum Number since Tenant's parking charges are
included  in the amount of Base Rent.  To the extent Tenant uses parking passes,
from  time  to  time,  as allowed by Landlord, in excess of the sum of the Basic
Number  and  Bonus  Passes,  Tenant  shall  pay to Landlord for Tenant's parking
passes,  at  the  same  time  and  in  the same manner as Base Rent at rates not
exceeding  the  prevailing  rates  in  Comparable  Buildings.

     18.3     Allocation  of  Parking  Spaces.  Tenant  shall  have the right to
              -------------------------------
utilize  the  Bonus  Passes  in connection with designated spaces in the Project
parking  areas  to  be  initially selected by Tenant and, thereafter, moved only
with  Landlord's  approval.  Tenant  may use such spaces for customer parking or
other  specified  uses, in Tenant's discretion.  In addition, Tenant may request
Landlord  to  designate a limited number of specific parking spaces or areas for
the use of Tenant for its pool cars or vans, executive parking, manager parking,
claims  parking,  as  well  as other specified uses, in each instance subject to
Landlord's right to reject any such designation when, and to the extent that, it
would  materially  and  adversely  affect the efficient operation of the Project
parking  areas  for the benefit of all of the tenants in the Project.  In making
such  designations,  Landlord  and  Tenant  shall  take  into  consideration the
relative  level of occupancy and use of the Project by Tenant in relation to the
other tenants in the Building.  Moreover, if, when and so long as, Tenant leases
one  hundred  percent  (100%)  of  the  occupancy space in the Project, Landlord
waives  its  right  to  reject  any  such designation.  If specific areas of the
parking  structure  are designated for use by particular tenants in the Project,
Tenant  shall be entitled to priority over all other tenants in the selection of
such  specific  areas.  There  shall  be  no  tandem  parking  permitted.

     18.4     Visitor  Parking.  Certain  areas  of  the  Project  Common  Area,
              ----------------
including  the  Parking  Structure  may  be  set  aside  by Landlord for visitor
parking.  Visitor  parking  shall  be  at  a  charge  to  visitors  at  the rate
established  by Landlord from time to time.  Tenant may purchase validations for
visitor  parking  from  Landlord or Landlord's parking operator and may elect to
validate such parking for its visitors.  Visitor parking rates and the price for
validations  shall  not  exceed  the  rates  and  prices  typically  charged  in
Comparable  Buildings.  Notwithstanding  the  foregoing,  Landlord  agrees  that
Tenant's  "claims"  customers (i.e., customers having insurance claims adjusted)
shall  have  the  right  to  use  the  parking  areas  free  of  charge.

     18.5     Passenger  Drop-Off  and  Pick-Up.  Landlord  agrees that it shall
              ---------------------------------
provide  free  employee  drop-off and pick-up at the Project, either through the
creation  of  a  special  passenger  loading  and  unloading area which does not
require  entry  into the main Project parking areas, or by establishing a "grace
period"  of  not  less  than  ten  (10) minutes in the mornings and fifteen (15)
minutes  in  the  evenings  during which visitors can enter and exit the Project
parking  areas  without  charge.


                                      -72-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     18.6     Miscellaneous Parking Provisions.  Tenant shall abide by all rules
              --------------------------------
and regulations which are prescribed from time to time for the orderly operation
and use of the Project's parking facilities, and Tenant shall use its good faith
efforts  to  cause  its  employees  and  visitors  to comply with such rules and
regulations.  Landlord  may  refuse  to permit any person who violates the rules
and  regulations  of  the Project's parking facilities from parking therein, and
any  violation  of  such  rules  shall subject such person's vehicle to removal.
Subject  to Tenant's prior written approval (except when required by law), which
approval  shall not be unreasonably withheld or delayed, Landlord shall have the
right  to  change  the size of parking spaces, configuration, design, layout and
all  other  aspects  of  the  Project's parking facilities.  Subject to Tenant's
prior  written approval, Landlord may, without incurring any liability to Tenant
and  without  any  abatement  of  Rent  under  this  Lease,  from  time to time,
temporarily close-off or restrict access to the Project's parking facilities for
purposes  of  permitting  or  facilitating  any such construction, alteration or
improvements.  However,  Landlord  shall  use commercially reasonable efforts to
minimize  such  restrictions  upon  access and shall use commercially reasonable
efforts  to  provide  to  Tenant  alternative parking during such periods, which
shall  be  within  or  in  close  proximity  to  the  Project, and shall provide
reasonably  adequate  security  and,  when appropriate, shuttle services, to and
from  such  alternative  parking  area  to  minimize any inconvenience to Tenant
resulting  from  such  temporary  closure  or  restricted  access.  Landlord may
delegate  its  responsibilities  hereunder  to a parking operator, in which case
such  parking operator shall have all the rights of control attributed hereby to
the  Landlord. The parking passes provided to Tenant pursuant to this ARTICLE 18
                                                                      ----------
are  provided to Tenant solely for use by Tenant's own personnel and such passes
may  not  be  transferred,  assigned, subleased or otherwise alienated by Tenant
without  Landlord's  prior  approval;  provided,  however, Tenant may transfer a
portion  of the parking passes rented by Tenant pursuant to this ARTICLE 18 to a
                                                                 ----------
Transferee permitted pursuant to ARTICLE 11 of this Lease. Such portion shall be
                                 -----------
based  upon  the  number  of rentable square feet of the Premises subject to the
applicable  Transfer  in  relation  to  the total number of rentable square feet
contained  within  the  Premises.

                                   ARTICLE 19

                            MISCELLANEOUS PROVISIONS

     19.1     Estoppel  Certificates.  Within  fifteen  (15)  business  days
              ----------------------
following  a request in writing by Landlord, Tenant shall execute and deliver to
Landlord  an  estoppel  certificate  which,  as  submitted by Landlord, shall be
substantially  in  the form of EXHIBIT F, attached hereto (or such other form as
                               ---------
may  reasonably  be  required  by  any prospective mortgagee or purchaser of the
Project,  or  any portion thereof, in which event Tenant shall have no less than
twenty (20) business  days in which to execute and deliver the same), indicating
therein  any  exceptions  thereto  that  may  exist at that time, and shall also
contain  any  other  information  reasonably requested by Landlord or Landlord's
mortgagee  or  prospective mortgagee.  Tenant shall execute and deliver whatever
other  instruments  may  be  reasonably  required of a tenant for such purposes.
Failure  of  Tenant  to  timely execute and deliver such estoppel certificate or
other  instruments  shall  constitute  an  acceptance  of  the  Premises  and an
acknowledgment  by  Tenant  that statements included in the estoppel certificate
are  true  and  correct,  without  exception.


                                      -73-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     19.2     Partial Invalidity.  If any term, provision or condition contained
              ------------------
in  this  Lease shall, to any extent, be invalid or unenforceable, the remainder
of  this  Lease,  or  the  application  of  such term, provision or condition to
persons or circumstances other than those with respect to which it is invalid or
unenforceable,  shall  not  be  affected thereby, and each and every other term,
provision  and  condition  of  this  Lease shall be valid and enforceable to the
fullest  extent  possible  permitted  by  law.

     19.3     Time of Essence.  Time is of the essence of this Lease and each of
              ---------------
its  provisions.

     19.4     Captions.  The  captions  of  Articles  and  Sections  are  for
              --------
convenience only and shall not be deemed to limit, construe, affect or alter the
meaning  of  such  Articles  and  Sections.

     19.5     Notices.  All  notices,  demands,  statements,  designations,
              -------
approvals or other communications (collectively, "NOTICES") given or required to
be  given by either party to the other hereunder shall be in writing (regardless
of  whether  or not such notice is described as "written" notice), shall be sent
by  United  States certified or registered mail, postage prepaid, return receipt
requested,  or  delivered  personally  (i)  to  Tenant  and its attorneys at the
appropriate  addresses  set forth in SECTION 10 of the Summary, or to such other
                                     ----------
places  or  other  such attorneys as Tenant may from time to time designate in a
Notice  to  Landlord; or (ii) to Landlord at the following addresses, or to such
other firm or to such other place as Landlord may from time to time designate in
a  Notice  to  Tenant:

                       TISHMAN  WARNER  CENTER  VENTURE,  LLC
                       6301  Owensmouth  Avenue
                       Woodland  Hills,  California  91367
                       Attn:  Building  Manager

                       and

                       TISHMAN  WARNER  CENTER  VENTURE
                       10900  Wilshire  Boulevard,  Suite  510
                       Los  Angeles,  California  90024
                       Attention:  Asset  Manager

                       With  a  copy  to:

                       Tishman  International  Companies
                       10900  Wilshire  Boulevard,  Suite  510
                       Los  Angeles,  California  90024
                       Attention:  Chairman

                       And  with  another  copy  to:

                       Allen,  Matkins,  Leck,  Gamble  &  Mallory
                       1999  Avenue  of  the  Stars,  Suite  1800
                       Los  Angeles,  California  90071
                       Attn:  Anton  N.  Natsis,  Esq.



                                      -74-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     Any  Notice will be deemed given on the date which is two (2) business days
after the date it is mailed as provided in this SECTION 19.5 or, if sooner, upon
                                                ------------
the  date  personal  delivery  is  made.

     19.6     Nonwaiver.  No  provision  of this Lease shall be deemed waived by
              ---------
either  party  hereto  unless expressly waived in a writing signed thereby.  The
waiver  of  either party hereto of any breach of any term, covenant or condition
herein contained, shall not be deemed to be a waiver of any subsequent breach of
same  or  any other term, covenant or condition herein contained.  Additionally,
no  express  waiver  shall  affect any provision other than the one specified in
such  waiver  and  then only for the time and in the manner specifically stated.
No receipt of monies by Landlord from Tenant after the termination of this Lease
shall  in  any  way  alter  the length of the Lease Term or of Tenant's right of
possession  hereunder,  or  after  the  giving  of  any  notice shall reinstate,
continue  or  extend  the  Lease  Term or affect any notice given Tenant prior
to  the receipt of such monies, it being agreed that after the service of notice
or  the  commencement  of  a suit, or after final judgment for possession of the
Premises, Landlord may receive and collect any Rent due, and the payment of said
Rent  shall not waive or affect said notice, suit or judgment.  Tenant's payment
of  any  Rent hereunder shall not constitute a waiver by Tenant of any breach or
default  by  Landlord  under  this  Lease.

     19.7     Holding  Over.  If  Tenant  holds over after the expiration of the
              -------------
Lease  Term  hereof, with or without the express or implied consent of Landlord,
such  tenancy  shall  be  from  month-to-month  only, and shall not constitute a
renewal  hereof or an extension for any further term, and in such case Base Rent
shall  be  payable  at  a  monthly  rate  equal  to  the product of (i) the Rent
applicable during the last rental period of the Lease Term under this Lease, and
(ii) one hundred twenty-five percent (125%) during the first three (3) months of
such  holdover,  one hundred thirty-seven point five percent (137.5%) during the
next  three  (3)  months  of such holdover, and one hundred fifty percent (150%)
thereafter.  Such  month-to-month  tenancy  shall  be  subject  to  every  other
applicable  term, covenant and agreement contained herein.  Nothing contained in
this  SECTION 19.7 shall be construed as consent by Landlord to any holding over
      ------------
by  Tenant,  and  Landlord  expressly  reserves  the  right to require Tenant to
surrender  possession of the Premises to Landlord as provided in this Lease upon
the  expiration  or  other  termination  of  this Lease.  The provisions of this
SECTION  19.7  shall  not be deemed to limit or constitute a waiver of any other
-------------
rights  or  remedies  of Landlord provided herein or at law.  If Tenant fails to
surrender  the Premises within thirty (30) days following (i) the effective date
of the termination or (ii) the expiration date of this Lease, in addition to any
other  liabilities to Landlord accruing therefrom, Tenant shall protect, defend,
indemnify  and hold Landlord harmless from all loss, costs (including reasonable
attorneys'  fees)  and liability resulting from such failure, including, without
limiting  the  generality  of  the  foregoing, any claims made by any succeeding
tenant  founded  upon such failure to surrender and any lost profits to Landlord
resulting  therefrom.

     19.8     Intentionally  Omitted.
              ----------------------

     19.9     Binding  Effect.  Subject  to  all other provisions of this Lease,
              ---------------
each  of the provisions of this Lease shall extend to and shall, as the case may
require,  bind  or  inure to the benefit not only of Landlord and of Tenant, but


                                      -75-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
also  of  their respective successors or assigns, provided this clause shall not
permit any assignment by Tenant contrary to the provisions of ARTICLE 11 of this
                                                              ----------
Lease.

     19.10     Governing  Law.  This  Lease  shall  be construed and enforced in
               --------------
accordance  with  the  laws  of  the  State  of  California.

     19.11     Subordination.  Subject  to  Tenant's  receipt  of an appropriate
               -------------
"Nondisturbance  Agreement"  as set forth below, this Lease shall be subject and
subordinate to all future ground or underlying leases of the Building or Project
and  to the lien of any future mortgage or trust deed hereafter recorded against
the Building or Project, if any, and to all renewals, extensions, modifications,
consolidations  and  replacements thereof, and to all advances made or hereafter
to  be  made  upon  the  security  of  such mortgages or trust deeds, unless the
holders of such mortgages or trust deeds, or the lessors under such ground lease
or  underlying  leases,  require in writing that this Lease be superior thereto.
In  consideration  of,  and  as  a  condition  precedent  to,  Tenant's
agreement  to  permit  its interest pursuant to this Lease to be subordinated to
any  particular  future  ground  or  underlying  lease  or  to  the  lien of any
particular  future  Mortgage  or  deed  of trust encumbering the Building or the
Project,  Landlord  shall  deliver  to  Tenant,  for  Tenant's  signature,  a
commercially  reasonable  "subordination,  non-disturbance  and  attornment
agreement"  (the  "NONDISTURBANCE  AGREEMENT")  which  shall  be executed by the
landlord  under  such  ground  lease  or  underlying lease or the holder of such
mortgage or trust deed.  Tenant and Landlord acknowledge that the Subordination,
Nondisturbance  and  Attornment  Agreement  attached  hereto  as  EXHIBIT J is a
                                                                  ---------
commercially  reasonable  Nondisturbance  Agreement.  In  connection  with  any
Nondisturbance  Agreement  with  any  construction  lender,  Tenant shall not be
required  to  waive  any  Landlord  obligation  under  this Lease, other than as
expressly  provided  in EXHIBIT J.  If the holder of such mortgage or trust deed
                        ---------
is  a  depository  institution  insured  by  the  Federal  Deposit  Insurance
Corporation,  as  a  further  condition  of  delivery  of  such  Nondisturbance
Agreement,  Tenant  shall  be  entitled  to evidence (in the form of a corporate
secretary's certificate or its equivalent) that the Nondisturbance Agreement has
been  approved  by  the  board  of directors or loan committee of the depository
institution and such approval is reflected in its minutes.  Such certificate (or
its equivalent) shall include an agreement by such mortgage or trust deed holder
to maintain the Nondisturbance Agreement as an official record of the depository
institution  during  the  term of the loan.  Tenant covenants and agrees that in
the  event  any proceedings are brought for the foreclosure of any such mortgage
or  Landlord  records  a deed in lieu thereof, to attorn to the purchaser or any
successors  thereto  upon  any such foreclosure sale or transfer by deed in lieu
thereof  if  so  requested  to  do  so  by such purchaser, and to recognize such
purchaser  as  the  lessor  under this Lease.  Tenant shall, within fifteen (15)
business  days of request by Landlord, execute such instruments or assurances as
Landlord  may reasonably deem necessary to evidence or confirm the subordination
or  superiority  of this Lease to any such mortgages, trust deeds, ground leases
or  underlying  leases.

     19.12     Waiver  of Jury Trial; Attorneys' Fees.  EACH PARTY HEREBY WAIVES
               --------------------------------------
ANY  RIGHT  TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE THE SPECIFIC PERFORMANCE
OF  THIS  LEASE, FOR DAMAGES FOR THE BREACH HEREOF, OR OTHERWISE FOR ENFORCEMENT
OF ANY REMEDY HEREUNDER.  If either party commences litigation against the other
for the specific performance of this Lease, for damages for the breach hereof or
otherwise for enforcement of any remedy hereunder, the prevailing party shall be


                                      -76-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
entitled  to  recover  from the other party such costs and reasonable attorneys'
fees  as  may  have  been  incurred,  including  any  and  all costs incurred in
enforcing,  perfecting  and  executing  such  judgment.

     19.13     Entry by Landlord.  Landlord reserves the right at all reasonable
               -----------------
times,  and  upon  reasonable  notice  to  Tenant  (except  in  the  case  of an
emergency), to enter the Premises to (i) inspect them; (ii) show the Premises to
prospective  tenants  (but  only  during the last twenty-four (24) months of the
Lease  Term  or  any  Option  Term  where Tenant has not previously exercised an
available  extension  option),  purchasers, mortgagees, or  ground or underlying
lessors; (iii) post notices of nonresponsibility; (iv) subject to SECTIONS 8.1.2
                                                                  --------------
and  10.3.2,  to  alter,  improve  or  repair  the  Premises  or the Building if
     ------
necessary to comply with current building codes or other applicable laws, or for
structural  alterations,  repairs or improvements to the Building; provided that
Landlord agrees to use commercially reasonable efforts to schedule any such work
outside  of  Building Hours; or (v) to exercise, in compliance with the terms of
this  Lease, rights and obligations of Landlord under this Lease. Subject to the
foregoing, Landlord may make any such entries without the abatement of Rent, may
take  such  reasonable  steps as required to accomplish the stated purposes, and
Tenant hereby waives any claims for damages or for any injuries or inconvenience
to  or  interference with Tenant's business, lost profits, any loss of occupancy
or  quiet  enjoyment of the Premises, and any other loss occasioned thereby. For
each of the above purposes, Landlord shall at all times have a key with which to
unlock  all  the  doors  in  the  Premises, excluding Tenant's vaults, safes and
special  security  areas  designated  in  advance  by  Tenant.  In an emergency,
Landlord  shall have the right to use any means that Landlord may deem proper to
open  the  doors in and to the Premises. Any entry into the Premises by Landlord
in  the  manner  hereinbefore  described shall not be deemed to be a forcible or
unlawful  entry  into,  or  a  detainer  of,  the  Premises,  or  an  actual  or
constructive  eviction  of  Tenant  from  any  portion  of  the  Premises.

     19.14     Authority.  Each  individual  executing  this  Lease on behalf of
               ---------
Tenant  hereby represents and warrants that Tenant is a duly formed and existing
corporation  qualified  to  do  business  in California and that Tenant has full
right  and  authority  to  execute  and  deliver this Lease and that each person
signing  on  behalf  of Tenant is authorized to do so.  Tenant agrees to deliver
reasonable  evidence to Landlord evidencing such authorization concurrently with
Tenant's  execution  of  this  Lease.

     19.15     Surrender  of Premises; Ownership and Removal of Trade Fixtures.
               ---------------------------------------------------------------

          19.15.1     Surrender  of  Premises.  No act or thing done by Landlord
                      -----------------------
or  any  agent  or employee of Landlord during the Lease Term shall be deemed to
constitute  an acceptance by Landlord of a surrender of the Premises unless such
intent  is  specifically  acknowledged  in writing by Landlord.  The delivery of
keys  to the Premises to Landlord or any agent or employee of Landlord shall not
constitute  a  surrender  of the Premises or effect a termination of this Lease,
whether or not the keys are thereafter retained by Landlord, and notwithstanding
such  delivery  Tenant  shall  be  entitled  to  the  return of such keys at any
reasonable  time  upon  request  until  this  Lease  shall  have  been  properly
terminated.  The  voluntary  or other surrender of this Lease by Tenant, whether


                                      -77-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
accepted  by  Landlord  or  not,  shall  not work a merger, and at the option of
Landlord  shall  operate  as  an  assignment  to  Landlord  of  all subleases or
subtenancies  affecting  the  Premises.

          19.15.2     Removal of Tenant Property by Tenant.  Upon the expiration
                      ------------------------------------
of  the Lease Term, or upon any earlier termination of this Lease, Tenant shall,
subject  to  the provisions of this SECTION 19.15, quit and surrender possession
                                    -------------
of  the  Premises to Landlord in as good order and condition as when Tenant took
possession and as thereafter improved by Landlord and/or Tenant, reasonable wear
and  tear,  loss  by  Casualty  and  repairs  which  are  specifically  made the
responsibility  of  Landlord  hereunder  excepted.  Upon  such  expiration  or
termination,  Tenant  shall,  without expense to Landlord, remove or cause to be
removed  from  the Premises all debris and rubbish, and such items of furniture,
equipment,  free-standing  cabinet work, and other articles of personal property
owned by Tenant or installed or placed by Tenant at its expense in the Premises,
and  such  similar  articles  of  any  other  persons  claiming under Tenant, as
Landlord  may,  in  its sole discretion, require to be removed, and Tenant shall
repair at its own expense all damage to the Premises and Building resulting from
such  removal,  and  restore  the  Building  to  its  initial  condition.

     19.16     Entire  Agreement.  This  Lease,  the  exhibits  and  schedules
               -----------------
attached  hereto,  and  any  side  letter or separate agreements entered into by
Landlord  and  Tenant  in  connection  with  this  Lease  and dated of even date
herewith  (for  the  purposes,  solely, of this Section 19.16, the foregoing are
                                                -------------
referred  to  collectively,  as "this Lease") supersedes and cancels any and all
previous  negotiations,  arrangements, brochures, agreements and understandings,
if  any,  between  the  parties  hereto  or displayed by Landlord to Tenant with
respect  to  the  subject  matter  thereof,  and  none  thereof shall be used to
interpret  or construe this Lease.  It is understood and acknowledged that there
are  no  oral  agreements between the parties hereto affecting this Lease.  This
Lease  contains  all  of  the  terms,  covenants,  conditions,  warranties  and
agreements  of  the  parties  relating  in  any  manner  to  the rental, use and
occupancy  of  the  Premises  and  shall  be considered to be the only agreement
between  the  parties  hereto and their representatives and agents.  None of the
terms,  covenants,  conditions  or  provisions  of  this  Lease can be modified,
deleted  or  added  to  except  in  writing  signed  by the parties hereto.  All
negotiations  and  oral  agreements  acceptable to both parties have been merged
into  and are included herein.  There are no other representations or warranties
between  the  parties, and all reliance with respect to representations is based
totally  upon  the  representations  and  agreements  contained  in this Lease.

     19.17     Signs.
               -----

          19.17.1     Interior  of  Premises.  Tenant,  at  its  sole  cost  and
                      ----------------------
expense,  may  install identification signage anywhere in the Premises including
in  the  elevator  lobbies of the Premises, provided that such signs must not be
visible  from  the exterior of the Building.  If other tenants occupy space on a
floor  on  which  the Premises is located, Tenant's identifying signage shall be
provided  by  Landlord,  at  Tenant's  cost,  and  shall  comply with Landlord's
Building  standard signage.  Tenant may not install any signs on the exterior or
roof  of the Project (except as provided in SECTION 19.17.2 below) or the Common
                                            ---------------
Areas,  except  that  Tenant  shall  have  the  exclusive  right to signage (not
including  the  Building  directory  board)  in  the  ground  floor lobby of the
Building.  Such  lobby  signage and any signs, window coverings, or blinds (even
if  the  same  are located behind the Landlord-approved window coverings for the


                                      -78-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Building), or other items visible from the exterior of the Premises or Building,
shall  be  subject  to  the prior approval of Landlord, in its sole discretion.

          19.17.2     Exterior  Signage.
                      -----------------

               19.17.2.1     Description.  Tenant  shall  be entitled to install
                             -----------
(i)  up to four (4) signs identifying Tenant either on the parapet at the top of
the  Building  or  at  some  "belt-line"  on the Building, with such signs to be
located  one  on each side of the Building (the "BUILDING TOP SIGNAGE"), (ii) up
to  two  (2) signs identifying Tenant on exclusive monument signs in the Project
Common  Area  outside  the  Building (collectively, the "MONUMENT SIGNAGE"), and
(iii)  one  (1)  sign  at,  on  or in, the atrium entry on the south side of the
Building  (collectively,  the  "Tenant's  Signage").  The  location  of Tenant's
Signage  shall  be  subject to Landlord's prior written approval, which approval
shall  not  be  unreasonably  withheld.  The graphics, materials, color, design,
lettering, lighting, size, and specifications of Tenant's Signage (collectively,
the  "SPECIFICATIONS")  shall  be  subject  to  the  prior  written  approval of
Landlord.  In addition, all such signage shall be subject to Tenant's receipt of
all  required  governmental  permits  and  approvals and shall be subject to all
applicable  governmental  laws and ordinances including, without limitation, the
Warner  Center Specific Plan (as amended or modified by variance) and subject to
the  CC&Rs.  Landlord shall use commercially reasonable efforts to assist Tenant
in  obtaining all necessary governmental permits and approvals for such signage.
Tenant hereby acknowledges that, notwithstanding Landlord's approval of Tenant's
Signage,  Landlord has made no representation or warranty to Tenant with respect
to the probability of obtaining all necessary governmental approvals and permits
for  Tenant's  Signage.  In  the  event  Tenant  does  not receive the necessary
governmental  approvals  and  permits  for any of Tenant's Signage, Tenant's and
Landlord's  rights  and obligations under the remaining provisions of this Lease
shall  be  unaffected.  Landlord  shall  be  entitled  to install one additional
monument  sign  in  the  Project Common Area outside the Building displaying the
names  of other tenants of the Building, provided (i) that such monument sign is
of  a quality consistent with the Monument Signage, and (ii) provided the amount
of  signage  otherwise  permitted  by  governmental  authority  to Tenant is not
adversely  affected  thereby.  The  cost of installation of Tenant's Signage, as
well as all costs of design and construction of such signage and all other costs
associated  with  such  signage  including, without limitation, utility charges,
hook-up  fees,  permits,  maintenance and repair and insurance shall be the sole
responsibility  of  Tenant.  Tenant  further  acknowledges  that  any  repairs
necessitated  as  a  result of window washing equipment cabling passing over the
Building  Top  Signage  in the normal course of cleaning the exterior windows of
the  Building  shall  be  the  sole  responsibility  of  Tenant.

               19.17.2.2     Transferability.  The  rights  to  the  signage
                             ---------------
described  in  SECTION  19.17.2.1,  above,  may  not be transferred by Tenant or
               ------------------
changed  once  such signage is initially installed by Tenant except as set forth
in  this  SECTION 19.17.2.2.  In connection with an Assignment, which Assignment
          -----------------
is  permitted  pursuant  to the provisions of ARTICLE 11 of this Lease, Tenant's
                                              ----------
rights  with  respect  to  Tenant's  Signage  shall be deemed transferred to the
Transferee  (the  "PERMITTED  USER")  so  long  as  (i) such Transferee is not a
governmental  agency  or  instrumentality thereof, (ii) the consolidated balance
sheet for the Transferee and any subsidiaries of the Transferee "controlled," as
that  term  is  defined in SECTION 11.5 of this Lease, by the Transferee, as set
                           ------------
forth  in the Transferee's publicly available annual report for the Transferee's


                                      -79-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
fiscal  year  most recently ended prior to the date of the Assignment and as set
forth in the Transferee's publicly available quarterly report for the quarter of
the  Transferee's  fiscal  year  most  recently  ended  prior to the date of the
Assignment,  provides  that  (A)  Transferee's  Net Worth Amount is at least One
Hundred Million Dollars ($100,000,000), and (B) Transferee's Liquidity Amount is
at least Fifty Million Dollars ($50,000,000), and (iii) the name of the assignee
or  sublessee  is  not  an  "Objectionable Name," as that term is defined below.
Should  the  name  of  Tenant be legally changed to another name (the "SUCCESSOR
ENTITY"), Tenant shall be entitled to modify, at Tenant's sole cost and expense,
Tenant's  Signage to reflect Tenant's new name, but only if Tenant's new name is
not  an "Objectionable Name."  The term "Objectionable Name" shall mean any name
which  relates  to  an  entity  which  is  of  a  character or reputation, or is
associated  with  a political orientation or faction, which is inconsistent with
the  quality of the Project, or which would otherwise reasonably offend Landlord
or  a  landlord  of a Comparable Building or neighbors taking into consideration
the  level  and  visibility  of  signage  rights  inherent  in Tenant's Signage.

               19.17.2.3     Maintenance.  Should  the  Tenant's Signage require
                             -----------
maintenance  or repairs, within two (2) business days of Landlord becoming aware
of  the  need  for  such  maintenance or repairs, Landlord shall provide written
notice thereof to Tenant, and Tenant shall cause such repairs and/or maintenance
to  be  performed  within  thirty  (30)  days  after receipt of such notice from
Landlord  (or,  in  the  event of an immediately visible problem with the Tenant
Signage,  as expeditiously as reasonably possible after receipt of such notice),
at  Tenant's  sole  cost  and expense; provided, however, if such repairs and/or
maintenance  are  reasonably expected to require longer than thirty (30) days to
perform,  Tenant  shall  commence  such  repairs  and/or maintenance within such
thirty  (30)  day  period  and  shall  diligently  prosecute  such  repairs  and
maintenance  to  completion.  Should Tenant fail to perform such maintenance and
repairs  within  the  periods  described  in the immediately preceding sentence,
Landlord  shall  have the right to cause such work to be performed and to charge
Tenant  as  Additional  Rent  for  the  costs  of such work plus interest at the
Interest  Rate  from the date of Landlord's payment of such costs to the date of
Tenant's reimbursement to Landlord.  During the Lease Term Tenant shall maintain
an  industry  standard  maintenance  and  repair  contract  with  a  reputable
contractor,  and  shall  maintain  an  industry  standard  insurance policy with
respect  thereto.  Upon  the  expiration  or  earlier termination of this Lease,
Tenant  shall,  at Tenant's sole cost and expense, cause the Tenant's Signage to
be removed from the exterior of the Building and shall cause the exterior of the
Building to be restored to the condition existing prior to the placement of such
signage  and  shall cause Tenant's sign to be removed from the Monument Signage.
If  Tenant  fails  to  remove  such  signage  or  to restore the exterior of the
Building  as  provided  in the immediately preceding sentence within ninety (90)
days  following  the  expiration  or  earlier  termination  of  this Lease, then
Landlord  may perform such work, and all costs and expenses incurred by Landlord
in  so performing plus interest at the Interest Rate from the date of Landlord's
payment of such costs to the date of Tenant's reimbursement to Landlord shall be
reimbursed  by Tenant to Landlord within ten (10) days after Tenant's receipt of
invoice  therefor.  The  immediately  preceding  sentence  shall  survive  the
expiration  or  earlier  termination  of  this  Lease.

          19.18     Covenant Against Liens.  Tenant has no authority or power to
                    ----------------------
cause  or permit any lien or encumbrance of any kind whatsoever, whether created
by  act of Tenant, operation of law or otherwise, to attach to or be placed upon


                                      -80-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
the  Project  or  Premises,  and  any  and all liens and encumbrances created by
Tenant shall attach to Tenant's interest only.  Landlord shall have the right at
all  times  to  post  and  keep posted on the Premises any notice which it deems
necessary  for  protection  from such liens.  Tenant covenants and agrees not to
suffer  or  permit  any  lien of mechanics or materialmen or others to be placed
against  the Project, the Building or the Premises, or any portion thereof, with
respect  to  work  or  services  claimed to have been performed for or materials
claimed  to  have  been furnished to Tenant or the Premises, and, in case of any
such  lien attaching or notice of any lien, Tenant covenants and agrees to cause
it  to  be immediately released and removed of record.  Notwithstanding anything
to  the  contrary  set  forth in this Lease,  in the event that such lien is not
released  and  removed  on  or  before the date occurring twenty (20) days after
notice  of  such  lien is delivered by Landlord to Tenant, Landlord, at its sole
option,  may  immediately  take  all action necessary to release and remove such
lien,  without any duty to investigate the validity thereof, and all sums, costs
and  expenses,  including  reasonable  attorneys'  fees  and  costs, incurred by
Landlord in connection with such lien shall be deemed Additional Rent under this
Lease and shall be due and payable by Tenant within thirty (30) days of invoice.

     19.19     Terms.  The  necessary  grammatical  changes required to make the
               -----
provisions  hereof  apply either to corporations or partnerships or individuals,
men  or  women, as the case may require, shall in all cases be assumed as though
in  each  case  fully  expressed.

     19.20     Prohibition  Against  Recording.  Except as hereafter provided in
               -------------------------------
this  SECTION  19.20, neither this Lease, nor any memorandum, affidavit or other
      --------------
writing  with  respect  thereto,  shall  be recorded by Tenant or Landlord or by
anyone  acting  through,  under  or  on  behalf  of  Tenant  or  Landlord.
Notwithstanding  the foregoing, Landlord agrees to execute a short form of lease
in  the form attached hereto as EXHIBIT M concurrently with the mutual execution
                                ---------
and  delivery  of this Lease, which short form of lease Tenant may record at its
sole cost and expense.  Upon the Lease Expiration Date or earlier termination of
this  Lease,  Tenant  shall  execute  and  have acknowledged and then deliver to
Landlord,  a termination of the Lease as set forth on EXHIBIT N attached hereto.
                                                      ---------


     19.21     Confidentiality.  Landlord  and  Tenant  each  hereby acknowledge
               ---------------
that  the  contents  of  this  Lease  and any related documents are confidential
information.  Until  any such information enters the public domain, both parties
shall  use  reasonable  efforts to keep, and instruct their respective agents to
keep,  such  information  strictly confidential and shall use reasonable efforts
not to disclose such confidential information to any person or entity other than
such  party's financial, legal, and space planning consultants, except as may be
legally  required  by  law  or  in  connection  with arbitration of a dispute or
litigation  hereunder,  or  in  connection  with  any  financing  or  sale.

     19.22     Quiet  Enjoyment.  Landlord  covenants that Tenant, on paying the
               ----------------
Rent,  charges  for  services and other payments herein reserved and on keeping,
observing  and performing all the other terms, covenants, conditions, provisions
and  agreements  herein contained on the part of Tenant to be kept, observed and
performed,  shall,  during  the Lease Term, peaceably and quietly have, hold and
enjoy  the  Premises subject to the terms, covenants, conditions, provisions and
agreements  hereof  without  interference by any persons lawfully claiming by or
through  Landlord.  The  foregoing  covenant  is  in  lieu of any other covenant
express  or  implied.


                                      -81-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     19.23     Improvement of the Premises.  Except as specifically set forth in
               ---------------------------
this  Lease  and  in  the Tenant Work Letter, Landlord shall not be obligated to
provide  or  pay for any improvement work or services related to the improvement
of  the  Premises.  Tenant  also  acknowledges  that  Landlord  has  made  no
representation  or  warranty  regarding  the  condition  of  the Premises or the
Project  except  as  specifically  set  forth  in this Lease and the Tenant Work
Letter.

     19.24     Force  Majeure.  Any  actual prevention, delay or stoppage due to
               --------------
strikes,  lockouts  or  other labor or industrial disturbance, whether or not on
the part of employees of either party hereto; civil disturbance; future order of
any  government,  court  or  regulatory  body claiming jurisdiction; acts of the
public  enemy,  war,  riot,  sabotage,  blockade or embargo; inability to secure
customary  or  required materials, supplies or labor through ordinary sources by
reason of shortages, regulations or orders of any government or regulatory body;
lightning,  earthquake,  fire,  storm,  hurricane,  tornado,  flood,  washout or
explosion;  court actions; or any similar cause beyond the reasonable control of
the party from whom performance is required or any of their contractors or other
representatives  (collectively,  a "FORCE MAJEURE"), notwithstanding anything to
the contrary contained in this Lease, shall excuse the performance of such party
for  a period equal to any such prevention, delay or stoppage and, therefore, if
this  Lease  specifies  a time period for performance of an obligation of either
party,  that  time  period  shall be extended by the period of any delay in such
party's  performance  caused by a Force Majeure; provided, however, that nothing
contained  herein  or  elsewhere  in  this  Lease shall obligate either party to
settle  a strike or other labor dispute when it does not wish to do so and Force
Majeure  shall  not  include any delays due to a party's inability or failure to
make any monetary payments required under this Lease such as, by way of example,
the  payment  of Rent by Tenant. This SECTION 19.24 shall not, however, apply to
                                      -------------
the  construction  of  Tenant  Improvements in the Premises, as SECTION 5 of the
                                                                ---------
Tenant  Work  Letter  shall  control  in  such  instance.

     19.25     Hazardous  Materials  Provisions.

          19.25.1  Landlord's  Covenant.  Landlord  agrees  that  Landlord shall
                   --------------------
not,  during  the  course  of  construction  or thereafter, cause any "Hazardous
Material," as that term is defined in Section 19.25.4, below, to be brought upon
or  used  in  or  about  the  Project,  by  Landlord, its agents or employees in
violation  of  any  Hazardous  Materials  Laws  in  effect  at  such  time.

          19.25.2  Tenant's  Representations  and  Warranties.  Tenant  hereby
                   ------------------------------------------
represents  and  warrants  to  Landlord  that  neither  Tenant  nor  Tenant's
Transferees,  agents,  employees  or  contractors  shall, at any time during the
Lease  Term, utilize, store or possess in or about the Premises or the Building,
any  Hazardous  Materials  except  for  ordinary office supplies in commercially
reasonable  amounts and except for equipment customarily used in offices, all of
which  shall be utilized strictly in accordance with Hazardous Materials laws in
effect  at such time.  Tenant shall indemnify, defend, protect and hold Landlord
harmless  from any and all loss, cost, damage, expense and liability (including,
without  limitation,  reasonable  attorneys'  fees)  incurred  by  Landlord  in
connection  with  or arising from the breach by Tenant of the representation and
warranty  set  forth  in  the  immediately  preceding  sentence.

          19.25.3  Landlord  Remediation Obligations.  If at any time during the
                   ---------------------------------
Lease  Term, any Hazardous Material is discovered in the Project in violation of


                                      -82-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
any  Hazardous  Materials  laws,  and such Hazardous Material was not created or
brought  upon  the  Project  by  any  Tenant Parties, then Landlord shall, as an
Operating  Expense only to the extent permitted under ARTICLE 3, take the action
                                                      ---------
which  Landlord  is  mandated  to take by applicable governmental authorities to
bring  the  Project  into compliance with all Hazardous Materials laws, provided
that  Landlord shall be required to take such action only to the extent that the
failure  to  do  so  would  (i)  unreasonably  endanger  the health or safety of
Tenant's  employees,  or  (ii)  result  in a material interference with Tenant's
permitted  use  of the Premises.  Notwithstanding the foregoing portions of this
SECTION 19.25.3, however, Operating Expenses shall not include any costs for the
---------------
removal  or remediation of (A) asbestos or any other Hazardous Material which is
introduced  to  the Project in violation of the terms of SECTION 19.25.1, or (B)
                                                         ---------------
subsurface or groundwater contamination, except to the extent any cost of (A) or
(B)  is  a  result  of  the  actions  of  any  Tenant  Parties.

               19.25.4  Definition.  As  used  herein,  the  term  "Hazardous
                        ----------
Material"  means any hazardous or toxic substance, material or waste which is or
becomes regulated by, or is dealt with in, any local governmental authority, the
State  of  California  or  the  United States Government.  Accordingly, the term
"Hazardous  Material"  includes,  without  limitation, any material or substance
which  is  (i)  defined  as  a "hazardous waste," "extremely hazardous waste" or
"restricted  hazardous  waste" under SECTIONS 25115, 25117 or 25122.7, or listed
                                     --------------  -----    -------
pursuant to SECTION 25140 of the California Health and Safety Code, Division 20,
            -------------
Chapter  6.5  (Hazardous  Waste  Control  Law),  (ii)  defined  as  a "hazardous
substance"  under  SECTION  25316  of  the  California  Health  and Safety Code,
                   --------------
Division  20,  Chapter  6.95  (Hazardous  Materials  Release  Response Plans and
Inventory),  (iii) defined as a "hazardous substance" under SECTION 25281 of the
                                                            -------------
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage
of  Hazardous  Substances),  (iv)  petroleum,  (v)  asbestos,  (vi) listed under
ARTICLE  9 or defined as hazardous or extremely hazardous pursuant to ARTICLE 11
----------                                                            ----------
of Title 22 of the California Administrative Code, Division 4, Chapter 20, (vii)
designated  as  a  "hazardous  substance" pursuant to SECTION 311 of the Federal
                                                      -----------
Water  Pollution  Control  Act  (33 U.S.C. 1317), (viii) defined as a "hazardous
waste"  pursuant  to  SECTION  1004  of  the  Federal  Resource Conservation and
                      -------------
Recovery Act, 42 U.S.C. Sec. 6902 et seq. (42 U.S.C. Sec. 6903), or (ix) defined
as  a  "hazardous  substance"  pursuant  to  SECTION 101 of the Compensation and
                                             -----------
Liability  Act,  42  U.S.C.  Sec.  9601  et  seq.  (42  U.S.C.  Sec.  9601).

          19.26     Transportation  Management.  Tenant  shall fully comply with
                    --------------------------
all  present  or  future  programs intended to manage parking, transportation or
traffic  in  and  around  the  Project or Building, and in connection therewith,
Tenant  shall  take  responsible  action  for  the  transportation  planning and
management  of  all  employees  located at the Premises by working directly with
Landlord,  any  governmental transportation management organization or any other
transportation-related  committees  or  entities.  Such  programs  may  include,
without  limitation:  (i)  restrictions on the number of peak-hour vehicle trips
generated  by  Tenant; (ii) increased vehicle occupancy; (iii) implementation of
an in-house ridesharing program and an employee transportation coordinator; (iv)
working  with  employees  and  any  Project,  Building  or area-wide ridesharing
program  manager;  (v)  instituting  employer-sponsored incentives (financial or
in-kind)  to  encourage employees to rideshare; and (vi) utilizing flexible work
shifts  for  employees.

     19.27     Compliance  With  Law.  Tenant  shall  not  do anything or suffer
               ---------------------
anything to be done in or about the Premises which will in any way conflict with


                                      -83-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
any  law,  statute,  ordinance or other governmental or quasi-governmental rule,
regulation  or  requirement  now  in  force or which may hereafter be enacted or
promulgated  ("LAWS").  Landlord  shall  be responsible, at Landlord's sole cost
and  expense  (except  to  the  extent  such  costs  may  be included as part of
Operating Expenses (under ARTICLE 3) for making all alterations required by Laws
                          ---------
to  the  structural portions of the Building and the Common Areas (including the
Parking  Structure),  except to the extent such alterations are triggered by any
Alterations  in  the  Premises,  in  which  event  such  alterations shall be at
Tenant's  sole  cost  and  expense.  Additionally,  Landlord shall also make all
alterations  to  the Tenant Improvements and Alterations within the Premises and
the  Storage Area required by Laws (the "COMPLIANCE OBLIGATIONS").  However, the
cost  of making such Compliance Alterations shall not be included in Operating
Expenses, but shall be billed directly to Tenant as Additional Rent, and paid by
Tenant  to  Landlord  concurrent  with  the next payment of Base Rent hereunder.
Should  any  standard  or  regulation now or hereafter be imposed on Landlord or
Tenant  by  a  state,  federal  or  local  governmental  body  charged  with the
establishment,  regulation  and  enforcement  of  occupational, health or safety
standards  for  employers,  employees,  landlords  or tenants, then, Landlord or
Tenant,  as  the  case  may  be, agrees, at its sole cost and expense, to comply
promptly  with  such  standards  or  regulations.  The  judgment of any court of
competent  jurisdiction  or  the admission of Landlord or Tenant in any judicial
action, regardless of whether the other party is a party thereto, that they have
violated  any of said governmental measures, shall be conclusive of that fact as
between  Landlord  and  Tenant.

     19.28     Late Charges.  If any installment of Base Rent or that portion of
               ------------
any  Additional Rent which is not the subject of a good-faith dispute by Tenant,
disputed and withheld in accordance with the terms of SECTION 3.6, above, as set
                                                      -----------
forth  in  a  written  notice  delivered  by Tenant to Landlord on or before the
payment  of  such  Additional  Rent is due, shall not be received by Landlord or
Landlord's  designee  within  ten (10) days after Tenant receives written notice
that  said  amount  is due,  Tenant shall pay to Landlord a late charge equal to
(i)  with  respect  to the first such overdue amount in any 12-month period, Two
Thousand  Five  Hundred  Dollars  ($2,500),  or (ii) with respect to any further
overdue  payments,  four  percent (4%) of the overdue amount, as a one-time late
charge  applying  to  such  particular amount overdue.  The late charge shall be
deemed  Additional  Rent and the right to require it shall be in addition to all
of  Landlord's  other  rights  and remedies hereunder or at law and shall not be
construed  as  liquidated  damages  or  as  limiting  Landlord's remedies in any
manner.  In  addition  to  the  late  charge  described above, any Rent or other
amounts  owing  hereunder which are not paid within ten (10) days after the date
they  are  due  shall  bear interest from the date when due until paid at a rate
("INTEREST  RATE")  per  annum  equal  to  the  lesser of (i) the rate per annum
announced from time to time by Citibank N.A. as its prime rate (or, if such bank
fails  to exist or to announce such a rate, then the prime rate announced by the
largest  state chartered bank operating in the State of California) plus two and
one-half  percent (2 %), and (ii) the highest rate permitted by applicable law.

     19.29     Landlord's  Right  to  Cure  Default;  Payments  by  Tenant.
               -----------------------------------------------------------

          19.29.1  Landlord's  Cure.  All covenants and agreements to be kept or
                   ----------------
performed  by  Tenant  under this Lease shall be performed by Tenant at Tenant's
sole  cost  and expense and without any reduction of Rent.  If Tenant shall fail
to  perform  any  of  its  obligations under this Lease within a reasonable time


                                      -84-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
after such performance is required by the terms of this Lease, Landlord may, but
shall  not  be  obligated to, after reasonable prior notice to Tenant (except in
the  case  of  an  emergency),  make any such payment or perform any such act on
Tenant's  part  without  waiving its rights based upon any default of Tenant and
without  releasing  Tenant  from  any  obligations  hereunder.

          19.29.2  Tenant's  Reimbursement.  Except  as  may  be  specifically
                   -----------------------
provided  to  the  contrary  in this Lease, Tenant shall pay to Landlord, within
thirty  (30)  days  after delivery by Landlord to Tenant of statements therefor:
(i)  sums  equal  to  expenditures  reasonably  made and obligations incurred by
Landlord  in  connection  with  the  remedying  by  Landlord  of  Tenant's
defaults  pursuant  to the provisions of SECTION 19.29.1; (ii) sums equal to all
                                         ---------------
losses,  costs,  liabilities,  damages  and expenses referred to in ARTICLE 7 of
                                                                    ---------
this  Lease;  and  (iii)  sums  equal  to  all expenditures made and obligations
incurred  by  Landlord  in  collecting  or  attempting to collect the Rent or in
enforcing  or  attempting  to enforce any rights of Landlord under this Lease or
pursuant to law, including, without limitation, all legal fees and other amounts
so  expended.  Tenant's  obligations  under this SECTION 19.29 shall survive the
                                                 -------------
expiration  or  sooner  termination  of  the  Lease  Term.

     19.30     No Air Rights.  No rights to any view or to light or air over any
               -------------
property,  whether  belonging  to  Landlord  or any other person, are granted to
Tenant  by  this  Lease.  If  at  any  time  any  windows  of  the  Premises are
temporarily  darkened  or the light or view therefrom is obstructed by reason of
any repairs, improvements, maintenance or cleaning in or about the  Project, the
same  shall  be  without  liability  to  Landlord  and  without any reduction or
diminution  of  Tenant's  obligations  under  this  Lease.

     19.31     Intentionally  Omitted.
               ----------------------

     19.32     Transfer  of  Landlord's  Interest.  Tenant  acknowledges  that
               ----------------------------------
Landlord  has  the  right  to transfer all or any portion of its interest in the
Project  or  Building  and in this Lease, and Tenant agrees that in the event of
any  such  transfer, Landlord shall automatically be released from all liability
under  this Lease not accrued as of the date of this transfer, and Tenant agrees
to  look solely to such transferee for the performance of Landlord's obligations
hereunder after the date of transfer subject to the express written agreement by
such  transferee to fully assume and be liable for all obligations of this Lease
to  be  performed  by Landlord which first accrue or arise after the date of the
conveyance,  and  Tenant  shall  attorn  to  such  transferee.  Tenant  further
acknowledges  that  Landlord may assign its interest in this Lease to the holder
of  any mortgage or deed of trust as additional security, but such an assignment
shall  not  release  Landlord  from  its  obligations hereunder and Tenant shall
continue  to look to Landlord for the performance of its obligations hereunder.

     19.33     Landlord's  Title.  Landlord's  title  is  and  always  shall  be
               -----------------
paramount to the title of Tenant.  Nothing herein contained shall empower Tenant
to  do  any  act  which  can,  shall  or  may  encumber  the title of Landlord.

     19.34     Relationship  of  Parties.  Nothing contained in this Lease shall
               -------------------------
be deemed or construed by the parties hereto or by any third party to create the
relationship  of  principal  and  agent,  partnership,  joint  venturer  or  any
association  between  Landlord  and  Tenant,  it  being expressly understood and


                                      -85-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
agreed that neither the method of computation of Rent nor any act of the parties
hereto  shall  be  deemed to create any relationship between Landlord and Tenant
other  than  the  relationship  of  landlord  and  tenant.

     19.35     Application  of Payments.  Unless Tenant specifies the particular
               ------------------------
purpose  of  any  payment  to  Landlord,  Landlord shall have the right to apply
payments  received from Tenant pursuant to this Lease to satisfy any obligations
of  Tenant  hereunder,  in  such  order  and  amounts  as  Landlord, in its sole
discretion,  may  elect.

     19.36     No  Warranty.  In executing and delivering this Lease, Tenant has
               ------------
not  relied  on  any  representations  including,  but  not  limited  to,  any
representation  as  to  the amount of any item comprising Additional Rent or the
amount of the Additional Rent in the aggregate, or any warranty or any statement
of  Landlord  which  is  not  set forth herein or in one or more of the exhibits
attached  hereto.

     19.37     Landlord's  Right  to  Lease  Other Space.  Landlord reserves the
               -----------------------------------------
absolute  right to effect such other tenancies in the Project as Landlord in the
exercise  of  its  sole  business  judgment  shall determine to best promote the
interests  of  the  Building  or Project.  Tenant does not rely on the fact, nor
does  Landlord  represent, that any specific tenant or type or number of tenants
shall  or  shall not, during the Lease Term, occupy any space in the Building or
Project.  Notwithstanding  the foregoing, Landlord agrees that at no time during
the  Lease Term, including any Renewal Option Term, will Landlord lease space in
the  Building to any insurance company or agency which is a direct competitor of
Tenant.  Additionally, during the Lease Term, including any Renewal Option Term,
Landlord  agrees  not to lease space in the Building to any insurance company or
agency  whether  or  not it is a direct competitor of Tenant, except in the case
where  Landlord  has  been unable to initially lease space in the Building for a
period  of  one  (1)  year  after  the  Lease  Commencement Date, in which event
Landlord  shall have the one-time right to lease such previously un-leased space
to  an  insurance  company or agency which is not a direct competitor of Tenant,
and  to  renew  any  such  lease,  whether  through  the  granting of options or
otherwise.  In  the  event  that,  during  any  Option  Term Tenant no longer is
leasing  the  Adjacent Building, the leasing restrictions contained in the prior
two  (2) sentences shall apply only to one-half of any space in the Building not
leased  by  Tenant  at  such  time.

     19.38     Intentionally  Omitted.
               ----------------------

     19.39     Independent  Covenants.  This  Lease shall be construed as though
               ----------------------
the  covenants  herein  between  Landlord  and  Tenant  are  independent and not
dependent  and  Tenant hereby expressly waives the benefit of any statute to the
contrary  and agrees that if Landlord fails to perform its obligations set forth
herein,  except  as  expressly  set  forth  in  this  Lease, Tenant shall not be
entitled to make any repairs or perform any acts hereunder at Landlord's expense
or  to any setoff of the Rent or other amounts owing hereunder against Landlord;
provided, however, that the foregoing shall in no way impair the right of Tenant
to  commence a separate action against Landlord for any violation by Landlord of
the  provisions  hereof  so  long  as  notice is first given to Landlord and any
holder  of  a  mortgage or deed of trust covering the Building or Project or any
portion  thereof,  whose  address  has  theretofore  been  given  to  Tenant, in
accordance  with  the  provisions  of  SECTION  12.7.
                                       -------------


                                      -86-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     19.40     Office  and  Communications  Services.
               -------------------------------------

          19.40.1  Provider.  Landlord  shall  advise  Tenant  if,  as and when,
                   --------
office and communications services will be offered to tenants of the Building by
a  concessionaire  under  contract  to  Landlord  ("PROVIDER").  Tenant shall be
permitted  to  contract  with  Provider  for the provision of any or all of such
services  on  such  terms  and conditions as Tenant and Provider may agree.  The
foregoing,  notwithstanding,  Tenant  shall  have  the  right  to  install  its
own,  exclusive  office  and communications services in the Building subject, of
course,  to  the  terms  of  ARTICLE  6  and  EXHIBIT  C.
                             ----------       ----------

          19.40.2  Other  Terms.  Tenant  acknowledges  and  agrees  that:  (i)
                   ------------
Landlord  has  made  no warranty or representation to Tenant with respect to the
availability  of  any  such services, or the quality, reliability or suitability
thereof;  (ii)  the  Provider  is  not  acting as the agent or representative of
Landlord in the provision of such services, and Landlord shall have no liability
or  responsibility  for  any  failure  or  inadequacy  of  such services, or any
equipment  or  facilities used in the furnishing thereof, or any act or omission
of Provider, or its agents, employees, representatives, officers or contractors;
(iii)  Landlord  shall have no responsibility or liability for the installation,
alteration, repair, maintenance, furnishing, operation, adjustment or removal of
any  such  services,  equipment  or  facilities;  and (iv) any contract or other
agreement  between  Tenant  and Provider shall be independent of this Lease, the
obligations  of  Tenant  hereunder  and  the  rights of Landlord hereunder, and,
without  limiting  the foregoing, no default or failure of Provider with respect
to  any  such  services,  equipment  or  facilities,  or  under  any contract or
agreement  relating  thereto,  shall  have  any  effect on this Lease or give to
Tenant  any  offset  or  defense  to  the  full  and  timely  performance of its
obligations  hereunder, or entitle Tenant to any abatement of rent or additional
rent or any other payment required to be made by Tenant hereunder, or constitute
any  accrual  or  constructive eviction of Tenant, or otherwise give rise to any
other  claim  of  any  nature  against  Landlord.

     19.41     Arbitration.

          19.41.1  General  Submittals  to  Arbitration.  The  submittal  of all
                   ------------------------------------
matters  to arbitration in accordance with the terms of this SECTION 19.41 shall
                                                             -------------
be  the  sole  and  exclusive method, means and procedure to resolve any and all
claims,  disputes  or  disagreements  arising  under  this Lease, except for (i)
determination  of  Option  Rent,  which  shall  be determined in accordance with
SECTION  2.3.4  above,  (ii)  all claims by either party which (A) seek anything
--------------
other  than enforcement of rights under this Lease, or (B) are primarily founded
upon matters of fraud, willful misconduct, bad faith or any other allegations of
intentional  tortious  action,  and  seek  the  award  of  punitive or exemplary
damages, and (iii) claims (not elsewhere herein expressly agreed to be submitted
to  arbitration)  relating  to  the  payment  of  Rent by Tenant, and Landlord's
exercise of any unlawful detainer rights pursuant to California law or rights or
remedies  used  by  Landlord  to  gain  possession  of the Premises or terminate
Tenant's  right  of  possession  to  the  Premises in connection therewith.  The
parties hereby irrevocably waive any and all rights to the contrary and shall at
all  times  conduct  themselves  in strict, full, complete and timely accordance
with the terms of this SECTION 19.41 and all attempts to circumvent the terms of
                       -------------
this  SECTION  19.41 shall be absolutely null and void and of no force or effect
      --------------
whatsoever.  As  to  any matter submitted to arbitration (except with respect to


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                                              TISHMAN WARNER CENTER VENTURE, LLC
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<PAGE>
the  payment  of money) to determine whether a matter would, with the passage of
time, constitute a default, such passage of time shall not commence to run until
any  such  affirmative arbitrated determination, as long as it is simultaneously
determined  in such arbitration that the challenge of such matter as a potential
default  was made in good faith.  As to any matter submitted to arbitration with
respect  to  the payment of money, to determine whether a matter would, with the
passage  of  time, constitute a default, such passage of time shall not commence
to  run  in the event that the party which is obligated to make the payment does
in  fact  make  the payment to the other party.  Such payment can be made "under
protest,"  which  shall  occur  when such payment is accompanied by a good faith
notice  stating  the  reasons that the party has elected to make a payment under
protest. Such protest will be deemed waived unless the subject matter identified
in  the  protest is submitted to arbitration as set forth in this SECTION 19.41.
                                                                  -------------

          19.41.2  JAMS.  Any  dispute  to  be  arbitrated  pursuant  to  the
                   ----
provisions  of  this  SECTION  19.41  shall be determined by binding arbitration
                      --------------
before  a  retired  judge  of the Superior Court of the State of California (the
"ARBITRATOR")  under  the auspices of Judicial Arbitration & Mediation Services,
Inc. ("JAMS").  Such arbitration shall be initiated by the parties, or either of
them,  within  ten  (10)  days  after  either  party  sends  written notice (the
"ARBITRATION  NOTICE")  of a demand to arbitrate by registered or certified mail
to  the  other  party  and  to  JAMS.  The  Arbitration  Notice  shall contain a
description  of  the subject matter of the arbitration, the dispute with respect
thereto,  the  amount  involved, if any, and the remedy or determination sought.
The  parties  shall  then agree on a retired judge from the JAMS panel.  If they
are  unable  to  promptly agree, JAMS will provide a list of three (3) available
judges  and each party may strike one (1).  The remaining judge (or if there are
two  (2),  the one selected by JAMS) will serve as the Arbitrator.  In the event
that JAMS shall no longer exist or if JAMS fails or refuses to accept submission
of  such  dispute,  then  the  dispute  shall be resolved by binding arbitration
before  the  American Arbitration Association ("AAA") under the AAA's commercial
arbitration  rules  then  in  effect.

          19.41.3  Arbitration  Procedure.

               19.41.3.1     Pre-Decision  Actions.   The  Arbitrator  shall
                             ---------------------
schedule a pre-hearing conference to resolve procedural matters, arrange for the
exchange  of  information,  obtain  stipulations,  and  narrow  the issues.  The
parties  will  submit  proposed  discovery  schedules  to  the Arbitrator at the
pre-hearing  conference.  The scope and duration of discovery will be within the
sole  discretion of the Arbitrator.  The Arbitrator shall have the discretion to
order  a  pre-hearing exchange of information by the parties, including, without
limitation,  production  or  requested  documents,  exchange  of  summaries  of
testimony  of  proposed  witnesses, and examination by deposition of parties and
third-party witnesses.  This discretion shall be exercised in favor of discovery
reasonable  under  the  circumstances.

               19.41.3.2     The  Decision.  The  arbitration shall be conducted
                             -------------
in  Los  Angeles,  California.  Any party may be represented by counsel or other
authorized  representative.  In  rendering  a  decision(s), the Arbitrator shall
determine the rights and obligations of the parties according to the substantive
and  procedural  laws  of California and the terms and provisions of this Lease.
The  Arbitrator's  decision  shall  be  based  on the evidence introduced at the
hearing,  including  all  logical  and  reasonable  inferences  therefrom.  The


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                                              TISHMAN WARNER CENTER VENTURE, LLC
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<PAGE>
Arbitrator may make any determination, and/or grant any remedy or relief that is
just  and  equitable.  The  decision  must  be  based  on, and accompanied by, a
written  statement  of  decision  explaining the factual and legal basis for the
decision as to each of the principal controverted issues.  The decision shall be
conclusive  and binding, and it may thereafter be confirmed as a judgment by the
Superior  Court  of  the  State  of California, subject only to challenge on the
grounds  set  forth in California Code of Civil Procedure SECTION 1286.2 (or any
                                                          --------------
successor  statute).  The  validity  and  enforceability  of  the  Arbitrator's
decision  is  to  be determined exclusively by the California courts pursuant to
the provisions of this Lease. The Arbitrator may award costs, including, without
limitation,  attorneys'  fees  and  expert  and witness costs, to the prevailing
party,  if  any,  as  determined  by  the  Arbitrator  in  its  discretion.  The
Arbitrator's  fees  and  costs  shall  be  paid  by  the non-prevailing party as
determined  by  the Arbitrator in its discretion. A party shall be determined to
be the prevailing party if its proposal for the resolution of the dispute is the
closest  to  that  adopted  by  the  Arbitrator.

     19.42     Early  Termination  Based  upon  Landlord's  Factual Inability to
               -----------------------------------------------------------------
Commence Construction of the Building.  Tenant can elect to terminate this Lease
-------------------------------------
by  giving  notice ("CONSTRUCTION FAILURE TERMINATION NOTICE") to Landlord on or
before July 15, 1998, if Landlord has not, on or before July 1, 1998, recorded a
deed  of trust against the Project evidencing a loan for the construction of the
Building.

                                   ARTICLE 20

               HOLD SPACE; RIGHT OF FIRST OFFER; EXPANSION SPACE

     20.1     Hold  Space  Period.  During  the period commencing as of the date
              -------------------
hereof  and  continuing  thereafter  until  eighteen (18) months after the first
vertical  steel  is  erected  by Landlord above the first floor of the Building,
Tenant shall be entitled, upon written notice to Landlord to expand the Premises
to include all or any portion of the eighth floor of the Building and, if Tenant
takes  the  entirety  of  the eighth floor, then Tenant may take also all or any
portion  of  the ninth floor of the Building, upon the same terms and conditions
as  are already contained in this Lease.  Likewise, during the period commencing
as  of  the date hereof and continuing thereafter until twelve (12) months after
the  first  vertical  steel  is erected by Landlord above the first floor of the
Building  (the  foregoing  eighteen  (18)  month  and  twelve  (12) month period
hereinafter  referred  to as "HOLD SPACE PERIODS"), and provided that Tenant has
elected  to  take the eighth and ninth floors of the Building in their entirety,
Tenant shall be entitled, upon written notice to Landlord to expand the Premises
to  include  all  or  any  portion  of  the tenth floor and, if Tenant takes the
entirety of the tenth floor, then Tenant may also take all or any portion of the
eleventh  floor  of  the  Building,  upon  the  same terms and conditions as are
already  contained  in  this Lease.  In the event Tenant so elects to expand the
Premises,  Landlord  and  Tenant  shall,  within  fifteen  (15)  days after such
election,  amend this Lease to add such additional space to the Premises, and to
make appropriate adjustments in the Base Rent, Tenant's Share of Additional Rent
and  the  number  of  Parking  Passes,  and  other  provisions  of this Lease as
necessary  to  reflect  the  additional  rentable square footage so added to the
Premises.  Tenant  shall commence to pay Base Rent for any such additional space
added  to  the  Premises  on  the  date  which  is  the  later  of (i) the Lease
Commencement  Date,  and  (ii)  the  date which is one hundred twenty (120) days
after  the  date  as of which such additional space is delivered to Tenant Ready
for  Construction.  Notwithstanding the foregoing, if in any instance during the
Hold  Space  Periods  Tenant  elects  to  expand the Premises by two (2) or more
floors,  then,  Tenant  shall  commence  to  pay  Base Rent with respect to such
additional space in the Building on the date which is the later of (i) the Lease
Commencement Date and (ii) the date which is one hundred eighty (180) days after
the  date  as  of which all of said space has been delivered to Tenant Ready for
Construction.


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                                              TISHMAN WARNER CENTER VENTURE, LLC
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<PAGE>
     20.2     Right  of  First Offer.  After expiration of the Hold Space Period
              ----------------------
in  each  instance  and  continuing thereafter through the end of the Lease Term
(subject  to  the  terms  of  SECTION  20.2.6, below), Landlord hereby grants to
                              ---------------
Tenant  a  Right of First Offer (the "RIGHT OF FIRST OFFER") with respect to any
space  not  then included in the Premises whether or not a full floor space (the
"FIRST  OFFER  SPACE").  Tenant's Right of First Offer shall be on the terms and
conditions  set  forth  in  this  SECTION  20.2.
                                  -------------

          20.2.1  Procedure for Offer.  Landlord shall notify Tenant (the "FIRST
                  -------------------
OFFER  NOTICE")  from  time  to  time  when the First Offer Space or any portion
thereof  becomes  available  for  lease  to third parties; but, unless the First
Offer  Space is already vacant, the First Offer Notice shall be given no earlier
than  nine  (9)  months  before the First Offer Space is expected to be vacated.
Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the
then  available  First  Offer  Space  on  the  same  terms and conditions as are
contained  in  this  Lease (except as otherwise set forth in this SECTION 20.2).
                                                                  ------------

          20.2.2  Procedure  for  Acceptance.  If  Tenant  wishes  to  exercise
                  --------------------------
Tenant's  Right  of First Offer with respect to the space described in the First
Offer  Notice,  then, within fifteen (15) business days of delivery of the First
Offer  Notice  to  Tenant,  Tenant  shall deliver notice to Landlord of Tenant's
intention  to exercise its Right of First Offer with respect to the entire space
described  in  the First Offer Notice on the terms contained in such First Offer
Notice.  If  Tenant does not so notify Landlord within the fifteen (15) business
day  period,  then,  subject  to  the terms of SECTION 19.37, above, and Section
                                               -------------
20.3,  below,  for a period of two hundred twenty-five (225) days Landlord shall
be free to lease the space described in the First Offer Notice to anyone to whom
Landlord  desires on any terms Landlord desires, provided that, prior to leasing
a  portion  of  the  First Offer Space which is less than the portion offered to
Tenant  pursuant  to  the  First Offer Notice, Landlord shall offer such reduced
portion  of  the  First  Offer  Space  to Tenant as set forth in SECTION 20.2.1,
                                                                 --------------
above.  Notwithstanding  anything  to the contrary contained herein, Tenant must
elect  to  exercise  its Right of First Offer, if at all, with respect to all of
the  space  offered by Landlord to Tenant at any particular time, and Tenant may
not  elect  to  lease  only  a  portion  thereof.

          20.2.3  First  Offer  Space  Rent.  The Rent payable by Tenant for the
                  -------------------------
First  Offer  Space  (the  "FIRST OFFER RENT") shall be equal to (i) in the case
where Tenant exercises such Right of First Offer prior to the Lease Commencement
Date,  the  same  rate at which Rent is payable by Tenant under this Lease as of
the  "First  Offer Commencement Date," as that term is defined in SECTION 20.2.5
                                                                  --------------
below,  which  Rent shall include all applicable escalations to the Rent made or
to be made during the Lease Term, and which shall include the same Annual Direct
Expense  Allowance as is applicable to the initial Premises, or (ii) in the case
where  Tenant  exercises  such  Right  of  First  Offer  on  or  after the Lease
Commencement  Date,  the  "Fair  Market Rental Rate", as that term is defined in
SECTION  2.2.2,  for  such  space.
--------------



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                                              TISHMAN WARNER CENTER VENTURE, LLC
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<PAGE>
          20.2.4  Construction In First Offer Space.  Tenant shall construct the
                  ---------------------------------
initial  improvements  in  the First Offer Space in accordance with the terms of
the  Tenant  Work  Letter,  provided that, with respect to the First Offer Space
leased  by  Tenant, to the extent the First Offer Rent is calculated pursuant to
the  terms of SECTION 20.2.3(I), above, the tenant improvement allowance granted
              -----------------
to  Tenant  shall  be equal to (A) the product of (i) $35.00 per rentable square
foot  of  the  First  Offer  Space  leased  by  Tenant, and (ii) a fraction, the
numerator  of  which is the number of months remaining in the initial Lease Term
as  of  the  First  Offer Commencement Date, and the denominator or which is 180
(which  is  the number of months in the entire initial Lease Term), less (B) the
                                                                    ----
value  of  any  tenant  improvements  paid for by Landlord then existing in such
Expansion  Space,  such  value  to be determined based upon the age, quality and
layout  of the tenant improvements and the extent to which the same can still be
utilized  for general office use, less Tenant's actual, commercially reasonable,
demolition  costs  (the  "Tenant  Improvement  Credit").  The Tenant Improvement
Credit  shall be determined based upon the age, quality and layout of the tenant
improvements  and (i) in the case where Tenant has previously occupied any space
on  such  floor  the extent to which the same can still be utilized by a general
office  user  (less  any demolition costs required to be expended by Tenant with
respect  to such improvements), or (ii) where Tenant has not previously occupied
space  on  such floor, the extent to which the same are actually used by Tenant,
less  Tenant's  actual,  commercially  reasonable,  demolition  costs.

          20.2.5  Amendment to Lease.  If Tenant timely exercises Tenant's right
                  ------------------
to  lease  the  First Offer Space as set forth herein, Landlord and Tenant shall
within  fifteen  (15)  days thereafter execute an amendment to this Lease adding
such  First  Offer  Space  to  the Premises upon the terms and conditions as set
forth  in the First Offer Notice and this SECTION 20.2.5.  Tenant shall commence
                                          --------------
payment of Rent for the First Offer Space, and the term of the First Offer Space
shall  commence upon the date (the "FIRST OFFER COMMENCEMENT DATE") which is the
earlier  of  (i) the date on which Tenant commences business operations (as that
term  is  defined  in  SECTION  2.1) in the First Offer Space, and (ii) the date
                       ------------
which  is  one hundred eighty (180) days after the date of delivery of the First
Offer  Space  to  Tenant  "Ready  for  Construction," as that term is defined in
Section 1 of the Tenant Work Letter, and shall terminate on the Lease Expiration
---------
Date.

          20.2.6  Termination  After the Lease Commencement Date.  The Rights of
                  ----------------------------------------------
First  Offer  contained  in  this  SECTION  20.2 may only be exercised if Tenant
                                   -------------
occupies  the  entire Premises.  For the purposes hereof, Tenant shall be deemed
to  be  in  occupancy of any portion of the Premises occupied by an Affiliate of
Tenant.  The  Right  of  First  Offer  granted  herein shall terminate (i) as to
particular  First  Offer Space if actually leased to a tenant within two hundred
twenty-five  (225)  days of the failure by Tenant to exercise its Right of First
Offer with respect to such First Offer Space as offered by Landlord, and (ii) as
to  any First Offer Space which is subject to Tenant's expansion right set forth
in  SECTION  20.3,  below, upon Tenant's failure to exercise its expansion right
    -------------
with  respect  to  such  space.  Tenant  shall not have the right to lease First
Offer  Space,  as  provided  in  this  SECTION  20.2,  if, as of the date of the
                                       -------------
attempted exercise of any Right of First Offer by Tenant, or as of the scheduled
date  of delivery of such First Offer Space to Tenant, Tenant is in default with
respect  to  the  payment of Base Rent or Additional Rent under this Lease after
expiration  of  any  applicable cure periods; provided, that Tenant shall not be
deemed to be in default with respect to the payment of Additional Rent if Tenant


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                                              TISHMAN WARNER CENTER VENTURE, LLC
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<PAGE>
is  withholding a portion of Tenant's Share of Direct Expenses reasonably and in
good  faith, by notice delivered to Landlord on or prior to the due date of such
Direct  Expenses,  and the amount of Direct Expenses withheld by Tenant does not
exceed  an  amount  equal to the amount of Additional Rent set forth in the most
recent  Statement  received  by  Tenant  minus the amount of Additional Rent set
forth  in  the  Statement  for  the  immediately  preceding  Expense  Year.

     20.3     Expansion  Space.  Landlord  hereby  grants to Tenant the right to
              ----------------
lease  floors  eight  (8) and nine (9) of the Building (collectively, the "FIRST
EXPANSION  SPACE"),  and  floors  ten  (10)  and  eleven (11) (collectively, the
"Second  Expansion  Space"),  upon  the  terms  and conditions set forth in this
SECTION 20.3 and this Lease, to the extent such First Expansion Space and Second
------------
Expansion  Space is not already part of the Premises.  The First Expansion Space
and  Second  Expansion  Space  are  sometimes  collectively  referred to in this
SECTION  20.3  as  the  "Expansion  Space".
-------------

          20.3.1  Method of Exercise.  In the event that Tenant desires to Lease
                  ------------------
the  First  Expansion  Space  or Second Expansion Space, Tenant shall deliver to
Landlord  written  notice, which notice, in the case of Tenant's desire to lease
any  portion  of  the First Expansion Space, shall be delivered on or before the
first  (1st)  day  of  the fifth (5th) Lease Year, and in the case of the Second
Expansion  Space,  shall  be  delivered  on or before the first (1st) day of the
tenth  (10th)  Lease  Year,  which  notice  shall  contain  Tenant's irrevocable
exercise  of  its  option to lease the First Expansion Space or Second Expansion
Space,  as  applicable.  Tenant  agrees that Tenant shall have no right to lease
less  than  all  of  the First Expansion Space or Second Expansion Space, as the
case  may  be.

          20.3.2  Delivery  of  the  First Expansion Space.  In the event Tenant
                  ----------------------------------------
properly  exercises its right to lease the First Expansion Space, Landlord shall
deliver  the  First Expansion Space to Tenant either (i) within the period which
commences  nine  (9) months prior to the first day of the sixth (6th) Lease Year
and  ends  nine (9) months after the first day of the sixth (6th) Lease Year, or
(ii)  on  a  date  which  is within thirty (30) days after the expiration of any
initial  lease  of  any  portion  of  the First Expansion Space by Landlord (and
Landlord  hereby  agrees  that  any such initial lease shall not exceed five (5)
years)  (either  such  period,  as  applicable,  the  "FIRST  EXPANSION DELIVERY
PERIOD").

          20.3.3  Delivery  of  the Second Expansion Space.  In the event Tenant
                  ----------------------------------------
properly exercises its right to lease the Second Expansion Space, Landlord shall
deliver  the Second Expansion Space to Tenant either (i) within the period which
commences  nine  (9)  months prior to the first day of the eleventh (11th) Lease
Year  and  ends nine (9) months after the first day of the eleventh (11th) Lease
Year, or (ii) on a date which is within thirty (30) days after the expiration of
any  initial lease of any portion of the Second Expansion Space by Landlord (and
Landlord  hereby agrees that any such initial lease shall not exceed a period of
ten  (10)  years) (either such period, as applicable, "SECOND EXPANSION DELIVERY
PERIOD").

          20.3.4  Expansion  Rent.  The  Rent  payable  by  Tenant for Expansion
                  ---------------
Space  leased  by  Tenant (the "EXPANSION RENT") shall be the same rate at which
Rent  is then payable by Tenant under this Lease as of the applicable "Expansion
Space  Commencement  Date,"  as  that  term is defined in SECTION 20.3.7 of this
                                                          --------------
Lease, which Expansion Rent shall include all applicable escalations to the Rent


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                                              TISHMAN WARNER CENTER VENTURE, LLC
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<PAGE>
made  and  to  be  made during the Lease Term, and shall include the same Annual
Direct  Expense  Allowance  as  is  applicable  to  the  initial  Premises.

          20.3.5  Construction  of  Expansion  Space. Tenant shall construct the
                  ----------------------------------
initial  improvements in the Expansion Space in accordance with the terms of the
Tenant  Work  Letter,  provided that the Tenant Improvement Allowance granted to
Tenant  in  connection  with  any such Expansion Space shall be equal to (A) the
product  of  (i) $35.00 per rentable square foot of the First Expansion Space or
Second  Expansion  Space,  as  applicable, and (ii) a fraction, the numerator of
which  is  the  number  of  months remaining in the initial Lease Term as of the
First  Expansion  Commencement  Date  or  Second Expansion Commencement Date, as
applicable,  and  the denominator of which is 180 (which is the number of months
in the entire initial Lease Term), less (B) the amount of the Tenant Improvement
                                   ----
Credit.

          20.3.6  Amendment  to Lease. If Tenant timely exercises Tenant's right
                  -------------------
to  lease  the  First  Expansion  Space  or  Second Expansion Space as set forth
herein,  Landlord and Tenant shall within thirty (30) days thereafter execute an
amendment  evidencing such addition. Such Expansion Space shall automatically be
added  to  the  Premises  upon  the  same  terms  and  conditions as the initial
Premises,  except  as otherwise set forth in this SECTION 20.3, and Tenant shall
                                                  ------------
commence  payment  of  Rent  for  the  First Expansion Space or Second Expansion
Space,  as  applicable,  and  the  term  of  the First Expansion Space or Second
Expansion  Space,  as  applicable,  shall  commence  upon  the date which is the
earlier  of  (i)  the date Tenant commences business in such space, and (ii) one
hundred eighty (180) days after the date of delivery of the applicable Expansion
Space  to Tenant Ready for Construction (the "First Expansion Space Commencement
Date" or "Second Expansion Commencement Date", as applicable). The lease term of
any  Expansion Space leased by Tenant shall expire on the Lease Expiration Date.

          20.3.7  No  Defaults.  The  rights  contained in this SECTION 20.3 may
                  ------------                                  ------------
only  be  exercised  by  Tenant if Tenant occupies the entire Premises.  For the
purposes hereof, Tenant shall be deemed to be in occupancy of any portion of the
Premises  occupied with or by an Affiliate of Tenant.  Tenant shall not have the
right  to  lease any Expansion Space as provided in this SECTION 20.3, if, as of
                                                         ------------
the  date  of the attempted exercise of any expansion option by Tenant, or as of
the  scheduled date of delivery of any such Expansion Space to Tenant, Tenant is
in  default  with  respect  to the payment of Base Rent or Additional Rent under
this  Lease  after  expiration  of  any  applicable cure periods; provided, that
Tenant  shall  not  be  deemed  to  be in default with respect to the payment of
Additional  Rent  if Tenant is withholding a portion of Tenant's Share of Direct
Expenses  reasonably  and  in  good faith, by notice delivered to Landlord on or
prior to the due date of such Direct Expenses, and the amount of Direct Expenses
withheld  by  Tenant does not exceed an amount equal to the amount of Additional
Rent  set forth in the most recent Statement received by Tenant minus the amount
of  Additional  Rent  set  forth  in the Statement for the immediately preceding
Expense  Year.


                                      -93-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     IN  WITNESS  WHEREOF,  Landlord  and  Tenant  have  caused this Lease to be
executed  the  day  and  date  first  above  written.

                                          "Landlord"

                                          TISHMAN WARNER CENTER VENTURE, LLC,
                                          a California limited liability company

                                          By:   TIW INVESTMENT CORPORATION,
                                                a corporation, Manager

                                                By:
                                                   -----------------------------
                                                        Alan D. Levy
                                                        Chief Executive Officer

                                          "Tenant":

                                          20TH  CENTURY  INDUSTRIES,
                                          a  California  corporation

                                          By:
                                              ----------------------------------
                                                   William L. Mellick,
                                                   President and Chief
                                                   Executive Officer

                                          By:
                                              ---------------------------------
                                                   William G. Crain,
                                                   Vice President


                                      -94-
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                    EXHIBIT A
                                    ---------

                               20TH CENTURY PLAZA

                              OUTLINE OF EACH FLOOR

                                 OF THE PREMISES


                               EXHIBIT A - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>


                               EXHIBIT A - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>


                               EXHIBIT A - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>


                               EXHIBIT A - Page 4
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>


                               EXHIBIT A - Page 5
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>


                               EXHIBIT A - Page 6
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>

                                   EXHIBIT B
                                   ----------

                               20TH CENTURY PLAZA

                               OUTLINE OF PROJECT
                                [TO BE PROVIDED]



                               EXHIBIT B - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT C
                                   ----------

                               20TH CENTURY PLAZA
                               -------------------

                               TENANT WORK LETTER
                               -------------------

     This  Tenant  Work Letter shall set forth the terms and conditions relating
to  the  construction of the Tenant Improvements in the Premises and the Storage
Area.  This  Tenant  Work  Letter  is  essentially organized chronologically and
addresses  the  issues  of  the  planning  and  construction  of  the  Tenant
Improvements,  in  sequence,  as  such  issues  will  arise  during  the  actual
construction  of  the  Premises.  All  references  in this Tenant Work Letter to
Articles  or  Sections  of  "this  Lease"  shall  mean  the relevant portions of
ARTICLES  1 THROUGH 20 of the Lease to which this Tenant Work Letter is attached
       ---------------
as EXHIBIT C, and all references in this Tenant Work Letter to Sections of "this
   ---------
Tenant  Work Letter" shall mean the relevant portions of SECTIONS 1 THROUGH 6 of
                                                         --------------------
this  Tenant  Work  Letter.

                                   SECTION 1
                                   ----------

                   DELIVERY OF THE PREMISES AND BASE BUILDING
                   -------------------------------------------

     Landlord  shall  construct,  at its sole cost and expense, the base, shell,
and  core  of  the  Building  (collectively,  the  "BASE,  SHELL  AND  CORE") in
accordance  with  that  certain Preliminary Base, Shell and Core Description and
October  17, 1997 Progress Prints contained or referenced in SCHEDULE 1 attached
                                                             ----------
hereto  (the  "BASE,  SHELL  AND  CORE DESCRIPTION") and the HVAC Specifications
contained  in Exhibit H attached hereto.  Subject to Tenant's disapproval rights
as  hereinafter provided, Landlord hereby reserves the right to modify the Base,
Shell and Core Description, provided that such modifications (A) are required to
comply  with  applicable  law,  or  (B) will not materially and adversely affect
Tenant's  permitted  use  of  the Premises and the Project.  Notwithstanding the
foregoing,  the  final  architectural  and  engineering  working  drawings  and
specifications  for  the  Base,  Shell and Core of the Project (the "FINAL BASE,
SHELL,  AND  CORE DRAWINGS") (in which any changes made by Landlord as aforesaid
shall  be  reflected) shall be subject to Tenant's prior written approval, which
consent  shall  not  unreasonably  be withheld or delayed.  Without limiting the
generality  of  the  foregoing, Landlord acknowledges that Tenant shall have the
right  to  disapprove  (i)  a reduction in the quantity of elevators included in
final  Base  Shell and Core Description, (ii) design and performance criteria of
the HVAC System which do not meet Title 24 requirements or Code (as that term is
defined  in  SECTION  4.2.2  of  this  Tenant  Work Letter), (iii) clear ceiling
heights  that  are less than 9'0" from finished floor (top of concrete floor) to
underside  of  finished  building  standard ceiling, and that do not allow for a
building  standard  6"  total  depth fully recessed light fixture with parabolic
lens  (except  in  certain  limited areas where the location of overhead piping,
conduit  or  other  Systems  or  Equipment  precludes  the  same); (iv) material
inadequacies  in the design of the curtain wall system, which inadequacies would
cause  such  item(s)  to  be  materially  inconsistent with a first-class office
project, (v) material inadequacies in the performance criteria of the Building's


                               EXHIBIT C - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
electrical  system, which inadequacies would cause such item(s) to be materially
inconsistent  with  a  first-class office project; (vi) material inadequacies in
the  design  and/or performance criteria of the Building's energy management and
control  systems,  which  inadequacies would cause such item(s) to be materially
inconsistent  with  a first-class office project; (vii) material inadequacies in
the  finishes  of  Project  and  Building Common Areas, which inadequacies would
cause  such  item(s)  to  be  materially  inconsistent with a first-class office
project;  (viii)  material  inadequacies  in the design of the Project's parking
structure,  which  inadequacies  would  cause  such  item(s)  to  be  materially
inconsistent  with  a  first-class office project; (ix) material inadequacies in
the  design and/or performance criteria of the structural and foundation systems
of  the  Building  or  the Project's parking structure, which inadequacies would
cause  such  item(s)  to  be  materially  inconsistent with a first-class office
project;  (x)  acoustical  criteria in those areas of the Building to be used as
occupied  office  space materially above NC40 or sound pressure exceeding 75 DB;
and  (xi) reductions in the quality of the materials to be used in the Building.
Further  changes,  subsequent  to  Tenant's  written approval of the Final Base,
Shell  and  Core Drawings, shall not be permitted without Tenant's prior written
approval  which  shall  not  unreasonably be withheld or delayed.  Tenant shall,
within  fifteen  (15) business days of receipt of the Final Base, Shell and Core
Drawings,  either  (i)  approve  the  same,  (ii)  approve  the  same subject to
specified  revisions and conditions to be incorporated and satisfied by Landlord
prior  to  submitting the Final Base, Shell and Core Drawings to the appropriate
authorities for building permits, or (iii) disapprove the same.  Landlord's only
remedy  in the event Tenant timely disapproves of the Final Base, Shell and Core
Drawings and the parties are unable to agree upon revisions to same, shall be to
submit  such  dispute  to  binding  arbitration pursuant to the terms of SECTION
                                                                         -------
19.41  of this Lease.  Upon such submittal of a dispute to arbitration, Landlord
----
may,  at Landlord's option, either (1) continue to construct the Base, Shell and
Core  in  accordance  with  Landlord's  position with respect to the Final Base,
Shell and Core Drawings (provided that Landlord shall be required to comply with
any  award  or  decision  made  in  any  such  arbitration, including repairing,
removing  or  reconstructing  any  items  not constructed in compliance with the
Final  Base, Shell and Core  Drawings as determined by such arbitration), or (2)
discontinue work on the Base, Shell and Core until such arbitration has rendered
a  decision  (provided  that,  in the event Landlord so discontinues work on the
Base,  Shell  and  Core,  and  is  nonetheless  the  prevailing  party under the
arbitration,  the  period of time during which Landlord discontinued work on the
Base,  Shell and Core until the date of the arbitration decision shall be deemed
to  be  a  delay by Tenant, and each floor of the Premises shall be deemed to be
Ready  for  Construction  on the date such floor of the Premises would have been
Ready  for  Construction  had  such  delay  not  occurred).  Notwithstanding the
foregoing,  Tenant  shall not be entitled to demand revision to or disapprove of
the  Final  Base,  Shell  and  Core Drawings when such revisions or disapprovals
relate  to  matters already specifically agreed upon in the Base, Shell and Core
Description contained in SCHEDULE 1 attached hereto.  Landlord shall deliver the
                         ----------
Base,  Shell  and  Core  of the Premises to Tenant on a floor by floor basis, as
each  floor  of  the  Premises is made "Ready for Construction", as that term is
defined  below.  Landlord  shall  make  a good faith effort to deliver to Tenant
each floor of the Premises on or before the date set forth in SECTION 2.1 of the
                                                              -----------
Lease  as  the  "Anticipated Delivery Date" for such floor (as such dates may be
modified  by  Tenant pursuant to the terms of SECTION 2.2of the Lease).  As used
                                              -----------
herein,  the  term  "READY  FOR CONSTRUCTION" shall mean (i) that the particular
floor  shall  contain a poured and cured floor with a trowel finish tolerance of
five-


                               EXHIBIT C - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
sixteenths  (5/16)  of  an  inch in ten (10) feet, installed and sealed exterior
cladding  and  windows, and a poured and cured floor slab on the floor above the
floor  being  deemed  Ready for Construction, and (ii) that the particular floor
has  usable  exit  stairs or other means of vertical transportation which comply
with  union work rules (to which Tenant's Contractor, as that term is defined in
SECTION  4.1  of  this  Tenant  Work  Letter,  is  subject) and Code, usable and
------------
available  material hoisting equipment (such as freight elevators or a materials
hoist),  temporary  power, trunk HVAC duct, core and duct shaft walls, sprinkler
mains,  wall insulation, fireproofing, electric and telephone risers and busses,
and  (iii)  that  the  particular  floor is legally accessible to Tenant for the
purpose  of  constructing  the "Tenant Improvements," as that term is defined in
SECTION  2.1,  below.  Subject  to  the  provisions of SECTION 3 hereof, and all
------------                                           ---------
required  governmental  approvals,  Tenant shall have the right (albeit, not the
obligation)  to  start  construction  of Tenant Improvements on a floor by floor
basis  as  the same are delivered to Tenant by Landlord Ready for Construction.

                                   SECTION 2
                                   ----------

                              TENANT IMPROVEMENTS
                              --------------------

     2.1     Tenant  Improvement  Allowance.  Tenant  shall  be  entitled  to a
              ------------------------------
tenant  improvement allowance (the "TENANT IMPROVEMENT ALLOWANCE") in the amount
of  Thirty-Five  Dollars  ($35.00)  per  rentable  square  foot of the Premises.
Landlord  shall  have  no  other  responsibility  for  the costs relating to the
initial  design  and  construction of Tenant's improvements to be constructed in
such space (the "TENANT IMPROVEMENTS").  In no event shall Landlord be obligated
to  make  disbursements  pursuant  to  this Tenant Work Letter in a total amount
which exceeds the Tenant Improvement Allowance.  With the exception of the items
listed  on  SCHEDULE  5  hereto,  all  Tenant Improvements which are permanently
            -----------
affixed to the Premises for which the Tenant Improvement Allowance has been made
available  shall be deemed Landlord's property and shall be governed by the same
restrictions  as  are  set  forth  in  SECTION  6.6 of the Lease with respect to
                                       ------------
Alterations,  except  that  Tenant  shall  have  no  obligation to remove Tenant
Improvements  upon  the  expiration  or  sooner  termination  of  the Lease Term
(unless,  in  connection with Landlord's approval of the Final Working Drawings,
Landlord  notifies  Tenant  of particular, non-general office improvements which
Landlord  may  require  to be removed (the "TENANT IMPROVEMENT REMOVAL ITEMS")).
In  no  event  shall  the  Tenant  Improvement  Allowance  be  charged  for  any
improvements  included  within  the  description  of  the Base, Shell and Core.

     2.2  Disbursement  of  Tenant  Improvement  Allowance.
          ------------------------------------------------

          2.2.1  Tenant  Improvement  Allowance  Items.  Except as otherwise set
                 -------------------------------------
forth  in  this  Lease  and  this  Tenant  Work  Letter,  the Tenant Improvement
Allowance  shall  be disbursed by Landlord (each of which disbursements shall be
made  pursuant  to  Landlord's disbursement process) for the following items and
costs  (collectively,  the  "TENANT  IMPROVEMENT  ALLOWANCE  ITEMS"):

               2.2.1.1  Payment  of  the  fees  of  the  "Architect"  and  the
"Engineers,"  as  those  terms  are  defined  in Section 3.1 of this Tenant Work
Letter,  and  payment  of  the  fees



                               EXHIBIT C - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
incurred by, and the cost of documents and materials supplied by, Landlord's and
Tenant's  consultants  in  connection  with  the  preparation  and review of the
"Construction  Drawings,"  as that term is defined in Section 3.1 of this Tenant
Work Letter (provided, however, that the Tenant Improvement Allowance shall only
be  charged  for  fees and costs of Landlord's construction consultants incurred
subsequent to the date hereof, and the total amount of such fees and costs shall
not  exceed  Ten  Thousand  Dollars  ($10,000));

               2.2.1.2  The  payment  of  plan  check,  permit  and license fees
relating  to  construction  of  the  Tenant  Improvements;

               2.2.1.3  The  cost of any voice and data wiring for the Premises,
any  security  system installed by Tenant within the Project (which Tenant shall
have  the  right  to install as a Tenant Improvement provided that the same does
not interfere with the operation of the Building's security system), any signage
costs  incurred  by  Tenant pursuant to SECTION 19.17 of the Lease, any built-in
                                        -------------
and/or  movable  furniture  purchased  by  Tenant  for  the  Premises;

               2.2.1.4  The cost of construction consultants (including, without
limitation,  structural  engineering  consultants,  consultant  coordinator,
construction  manager  and other similar professional consultants) and attorneys
retained  by  Tenant  relating  to  any aspect of this Lease transaction and the
Project.

               2.2.1.5  The  cost  of  construction  of the Tenant Improvements,
including,  without  limitation,  the  cost  of window coverings, ceiling hanger
wires, testing and inspection costs and contractors' fees and general conditions
(provided  that,  if Landlord conducts separate tests or inspections, such tests
or inspections shall be at Landlord's sole cost and expense unless such tests or
inspections  reveal  faulty workmanship which must be corrected or such tests or
inspections  are  not conducted by Tenant and are reasonable and customary tests
conducted  in connection with Tenant Improvement construction, in which case the
costs  of  such  tests  or  inspections  shall be a Tenant Improvement Allowance
Item);

               2.2.1.6  The cost of any changes in the Base, Shell and Core Work
when  such  changes  are  required  by  the  Construction Drawings, such cost to
include  all  direct architectural and/or engineering fees and expenses incurred
in  connection  therewith;

               2.2.1.7  The  cost  of  furniture,  fixtures  and equipment to be
installed  in  the  Project;

               2.2.1.8  The net cost of all changes to the Construction Drawings
or  Tenant  Improvements  required  by  Code  (provided,  however, that the fees
incurred  in  making  any changes to the Construction Drawings and the resulting
increase  in  Tenant  improvement  costs,  to  the  extent  such  changes  are
necessitated  by  the  failure  of  the  Base,  Shell  and  Core  to comply with
applicable laws as of the date permits for the Base, Shell and Core were applied
for,  on an unoccupied basis, shall be borne solely by Landlord and shall not be
a  charge  to  the  Tenant  Improvement  Allowance);

               2.2.1.9  Sales  and  use  taxes  and  Title  24  fees;


                               EXHIBIT C - Page 4
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
               2.2.1.10  The  "Landlord  Coordination Fee", that term is defined
in  SECTION  2.4  of  this  Tenant  Work  Letter;  and
    ------------

               2.2.1.11  Costs,  if  any,  incurred  pursuant  to  the  terms of
SECTION  6.6  of  this  Tenant  Work  Letter.
------------

     If  Tenant  does  not  utilize  all of the Tenant Improvement Allowance for
Tenant  Improvement  Items in the Building, Tenant shall be entitled to use such
excess  amounts  (i)  as a credit against Tenant's first obligations to pay Base
Rent  under  the  Lease  after  exhaustion of any other initial credits to which
Tenant  is entitled, or (ii) towards defraying costs for improvements comparable
to  the Tenant Improvement Allowance Items or the Base Building Work that Tenant
may  incur  in  the  Adjacent  Building.

          2.2.2     Disbursement  Procedures  for Tenant Improvement Allowance.
                     ----------------------------------------------------------
Landlord  shall  make  monthly disbursements of the Tenant Improvement Allowance
for  Tenant  Improvement  Allowance  Items  for  the benefit of Tenant and shall
authorize  the  release  of  monies  for  the  benefit  of,  Tenant as follows:


               2.2.2.1  Monthly  Disbursements.  Concurrently  with  the  full
                        ----------------------
execution and delivery of this Lease, Landlord will deliver to Tenant payment in
the  amount  of  $115,000.00  (in  the aggregate for this Lease and the Adjacent
Building  Lease)  for  "soft  costs"  expended  by Tenant in connection with the
Tenant Improvements.  Thereafter, on or before the earlier of (a) the date which
is ninety (90) days after the full execution and delivery of this Lease, and any
related  documents  and  (b)  the  date  which  is  thirty  (30)  days after the
recordation  of  Landlord's  construction  loan  (provided  that,  in any event,
Landlord  shall  not  be  required  to make any payments until the date which is
thirty (30) days after Landlord's receipt of the "Payment Request," as that term
is  defined  below),  Landlord  shall  deliver  to  Tenant  payment  for  up  to
$235,000.00  (in  the  aggregate for this Lease and the Adjacent Building Lease)
for  "soft costs" expended by Tenant in connection with the Tenant Improvements.
Thereafter,  commencing  on  the  date  which  is  thirty  (30)  days  after the
recordation  of  Landlord's  construction  loan, and continuing to and including
December 1, 1998 (the "Soft-Cost Reimbursement Period"), Tenant may make Payment
Requests  of  up to $100,000.00 per month, in the aggregate between the Building
and  the  Adjacent  Building,  for  additional  "soft  costs."  ."  If  Landlord
commences  construction  of  the  Project  prior to June 1, 1998, Landlord shall
disburse  to Tenant, in accordance with the terms of this SECTION 2.2.2.1, on or
                                                          ---------------
before  December  1,  1998, the aggregate of all such amounts for which Landlord
received  a  Payment  Request  prior  to  November 5, 1998.  If Landlord has not
commenced  construction  of  the  Project  prior to June 1, 1998, Landlord shall
disburse  to  Tenant the amounts set forth in such Payment Requests on a monthly
basis  in  accordance  with  the  terms  of this SECTION 2.2.2.1.  Following the
                                                 ---------------
Soft-Cost  Reimbursement  Period,  Landlord  shall  commence  to  disburse  the
remaining  Tenant  Improvement  Allowance  for  all Tenant Improvement Allowance
Items,  both  "hard"  and  "soft"  costs,  pursuant to the terms of this Section
2.2.2.  On  or before the 10th day of each calendar month, or such other date as
designated by Landlord (the "SUBMITTAL DATE"), Tenant shall deliver to Landlord:
(i)  a  request  for  payment  of  the  "Contractor," as that term is defined in
SECTION 4.1 of this Tenant Work Letter, approved by Tenant, countersigned by the
-----------
Architect in substantially the form of AIA Document G702 (which countersignature
shall,  to  the  extent  Architect  should  make  the


                               EXHIBIT C - Page 5
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
certification  required  by  AIA  Document  G702, be the obligation of Tenant to
obtain),  showing  the  approved  schedule  of  values,  broken  down  by trade,
indicating  the  percentage  of  completion  of  the  Tenant Improvements in the
Premises  and  the Storage Area, detailing the portion of the work completed and
the  portion not completed; (ii) invoices from all of "Tenant's Agents," as that
term  is defined in SECTION 4.1.2 of this Tenant Work Letter, for labor rendered
                    -------------
and materials delivered to the Premises; (iii) executed mechanic's lien releases
from  all of Tenant's Agents which shall comply with the appropriate provisions,
as  reasonably determined by Landlord, of California Civil Code SECTION 3262(D);
                                                                ---------------
and  (iv)  all  other  information  reasonably  requested by Landlord (items (i)
through (iv), above, the "Payment Request").  Tenant's request for payment shall
be  deemed  Tenant's  acceptance  and  approval of the work furnished and/or the
materials supplied as set forth in Tenant's payment request.  Thereafter, within
twenty-five (25) days after the Submittal Date, Landlord shall deliver checks to
Tenant  made  payable  jointly to Tenant and its construction consultants and to
Tenant  and  its  Contractor/Tenant's Agents in payment of the lesser of (A) the
amounts  so  requested  by  Tenant, as set forth in this SECTION 2.2.2.1, above,
                                                         ---------------
less a ten percent (10%) retention (the aggregate amount of such retention to be
known as the "FINAL RETENTION"), provided that such retention shall not apply to
invoices  from  the  Architect or Tenant's construction consultants, and (B) the
balance  of  any remaining available portion of the Tenant Improvement Allowance
(not including the Final Retention), provided that Landlord does not dispute any
request  for  payment  based  on  non-compliance  of any work with the "Approved
Working  Drawings,"  as that term is defined in SECTION 3.4 below, or due to any
                                                -----------
substandard  work.  Landlord's  payment  of  such  amounts  shall  not be deemed
Landlord's approval or acceptance of the work furnished or materials supplied as
set  forth  in  Tenant's  payment  request.

               2.2.2.2  Final  Retention.  Subject  to  the  provisions  of this
                        ----------------
Tenant  Work  Letter,  a  check or checks for the Final Retention payable to the
Contractor/Tenant's  Agents  shall  be delivered by Landlord to Tenant following
the  completion  of  construction  of  the  Premises,  provided  that (i) Tenant
delivers  to  Landlord  copies  of  properly executed mechanics lien releases in
compliance with both California Civil Code SECTION 3262(D)(2) and either SECTION
                                           ------------------            -------
3262(D)(3)  or  SECTION  3262(D)(4),  (ii)  Landlord  has  determined  that  no
----------      -------------------
substandard  work  exists  which  adversely  affects the mechanical, electrical,
plumbing,  heating,  ventilating  and  air  conditioning,  life-safety  or other
systems  of  the  Building,  the  curtain wall of the Building, the structure or
exterior  appearance  of  the  Building,  (iii) Architect delivers to Landlord a
certificate,  in  a  form reasonably acceptable to Landlord, certifying that the
construction of the Tenant Improvements in the Premises and the Storage Area has
been  substantially  completed, and (iv) all of the other items set forth on the
"Close-Out  List" attached hereto as SCHEDULE 2 have been delivered to Landlord.
                                     ----------

          2.2.3     Failure  to  Disburse  Tenant  Improvement  Allowance.  If
                    -----------------------------------------------------
Landlord  fails  to  timely  fulfill  its  obligation to fund any portion of the
Tenant Improvement Allowance, Tenant shall be entitled to deliver written notice
("PAYMENT  NOTICE") thereof to Landlord and to any mortgage or trust deed holder
of  the  Building  whose  identity and address have been previously disclosed to
Tenant.  If  Landlord  still  fails to fulfill any such obligation within twenty
(20)  business  days after Landlord's receipt of the Payment Notice from Tenant,
and  if  Landlord  fails  to deliver written notice to Tenant within such twenty
(20)  business  day  period explaining Landlord's reasons that Landlord believes
that  the  amounts  described  in  Tenant's  Payment  Notice


                               EXHIBIT C - Page 6
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
are not due and payable by Landlord ("REFUSAL NOTICE"), Tenant shall be entitled
to  fund  such  portion  of  the  Tenant Improvement Allowance and to offset the
amount  so  funded, together with interest at the Interest Rate from the date of
funding  until the date of offset, against Tenant's next obligations to pay Base
Rent.  If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not
able  to agree on the amounts to be so paid by Landlord, if any, within ten (10)
days  after Tenant's receipt of a Refusal Notice, Tenant may submit such dispute
to  arbitration  in  accordance  with  SECTION  19.44  of this Lease.  If Tenant
                                       --------------
prevails  in  any  such  arbitration,  the award by the arbitrator shall include
interest  at the Interest Rate calculated from the date of funding by Tenant, if
any,  until  the date of Landlord's payment of such award.  Similarly, if Tenant
prevails  in  any  such  arbitration, and if Landlord and Tenant then agree that
Tenant  shall  be  entitled  to  apply  such  award as a credit against Tenant's
obligations  to  pay Rent, the award shall include interest at the Interest Rate
calculated  from  the  date  of  funding  by  Tenant,  if any, until the date of
application  of  such  amount  as  a  credit  against  Rent.

     2.3     Standard  Tenant  Improvement  Package.  Landlord  has  established
             --------------------------------------
specifications (the "SPECIFICATIONS") for the Building standard components to be
used in the construction of the Tenant Improvements (collectively, the "STANDARD
IMPROVEMENT PACKAGE"), which Specifications are set forth on SCHEDULE 3 attached
                                                             ----------
hereto  and  made  a  part  hereof.  The quality of Tenant Improvements shall be
equal  to or of greater quality than the quality of the Specifications, provided
that any window coverings shall be a mini-blind system and consistent throughout
the  Building.

     2.4     Landlord  Coordination Fee.  The Tenant Improvement Allowance Items
             --------------------------
shall  include  a  coordination  fee  (the  "LANDLORD  COORDINATION  FEE")  for
Landlord's  services  relating  to  the  coordination of the construction of the
Tenant  Improvements  in  the  amount  of  $0.30  per  usable square foot of the
Premises.

                                    SECTION 3
                                    ---------

                              CONSTRUCTION DRAWINGS
                              ---------------------

     3.1     Selection  of Architect/Construction Drawings.  Tenant shall retain
             ---------------------------------------------
Cole Martinez & Curtis (the "ARCHITECT") to prepare the "Construction Drawings,"
as that term is defined in this SECTION 3.1.  Landlord shall, at Landlord's sole
                                -----------
cost  and  expense,  supply  Tenant  with either (i) one (1) set of all Building
plans  and  specifications in Landlord's possession and one (1) reproducible set
of  same,  or (ii) one set of such plans and specifications together with a CADD
diskette  containing  the  same.  Tenant  shall  retain  engineering consultants
subject  to  Landlord's prior approval, which approval shall not unreasonably be
withheld  or  delayed,  to  prepare  all  plans and engineering working drawings
relating  to  the  structural,  mechanical  (including  plumbing  and  HVAC  and
lifesafety work) in the Premises and the Storage Area, which work is not part of
the  Base,  Shell  and  Core.  In  addition,  Tenant  shall  retain  engineering
consultants reasonably approved by Landlord to prepare all plans and engineering
working  drawings relating to the electrical and sprinkler work in the Premises,
which  work  is  not  part  of the Base, Shell and Core.  All of the engineering
consultants  retained  by  Tenant shall, unless otherwise noted, be collectively
referred  to herein as the "ENGINEERS." The plans and drawings to be prepared by
Architect  and  the  Engineers  hereunder  shall  be  known  collectively as the
"CONSTRUCTION


                               EXHIBIT C - Page 7
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
DRAWINGS."  All  Construction  Drawings shall comply with the drawing format and
specifications  reasonably  approved  by  Landlord,  and  shall  be  subject  to
Landlord's  approval.  Tenant  and Architect shall be entitled to verify, in the
field,  the  dimensions  and conditions as shown on the relevant portions of the
base  building  plans,  except  that  Tenant  and  Architect  shall  have  no
responsibility for Landlord's compliance with its obligations in relation to any
aspect  of  the  construction of the Base, Shell and Core.  Landlord's review of
the  Construction  Drawings  as  set  forth  in  this  SECTION  3,  shall be for
                                                       ----------
Landlord's  sole  purpose, and shall not imply Landlord's review of the same for
quality,  design,  Code  compliance  or  other  like  matters.  Accordingly,
notwithstanding  that  any Construction Drawings are reviewed by Landlord or its
project  manager,  architect, engineers and consultants, and notwithstanding any
advice  or  assistance which may be rendered to Tenant by Landlord or Landlord's
project  manager,  architect, engineers, and consultants, Landlord shall have no
liability  whatsoever  for any omissions or errors contained in the Construction
Drawings,  unless actually caused by Landlord or its project manager, architect,
engineers  or  consultants.

     3.2     Final  Space  Plan.  Tenant shall supply Landlord with one (1) copy
             ------------------
with  all  pages signed by Tenant, and three (3) copies with only the cover page
signed  by  Tenant,  of  Tenant's  final  space plan for the Tenant Improvements
before  any architectural working drawings or engineering drawings for the space
outlined  in  such  final  space plan have been commenced.  The final space plan
(the  "FINAL  SPACE  PLAN") shall include a layout and designation of all of the
areas  in  the  Premises  to  be  affected  by the tenant improvement work to be
contained therein.  Landlord shall, within ten (10) business days of the receipt
of  the Final Space Plan for any portion of the Premises, either (i) approve the
Final  Space  Plan,  (ii)  approve  the  Final  Space  Plan subject to specified
conditions  to  be complied with when the "Final Working Drawings," as that term
is  defined in SECTION 3.3, below, are submitted by Tenant to Landlord, or (iii)
               -----------
disapprove  the  Final  Space  Plan and return the same to Tenant with requested
revisions;  provided,  however,  that  Landlord  shall only disapprove the Final
Space  Plan for these exclusive reasons: (a) an adverse effect on the structural
integrity of the Building; (b) non-compliance with Code (c) an adverse effect on
the  Building's Systems and Equipment; (d) failure to comply with SECTION 2.3 of
                                                                  -----------
this  Tenant  Work  Letter, or (e) a material and adverse effect on the exterior
appearance  of  the Building (individually or collectively, a "DESIGN PROBLEM").
The  foregoing  procedure  shall  be repeated until the Final Space Plan for all
portions  of  the  Premises and Storage Area is ultimately approved by Landlord.
The  Final  Space  Plan may be submitted to Landlord for approval at one or more
times  and  in  one  or  more  parts.

     3.3     Final  Working  Drawings.  After  the  Final  Space  Plan  has been
             ------------------------
approved  by  Landlord,  Tenant  shall  supply  the  Engineers with a listing of
standard  and  non-standard  equipment  and  specifications,  including, without
limitation,  B.T.U. calculations, electrical requirements and special electrical
receptacle  requirements  for  the  Premises, in sufficient detail to enable the
Engineers  and  the  Architect to complete the "Final Working Drawings" (as that
term  is  defined below) in the manner as set forth below.  Upon the approval of
the  Final  Space  Plan  by Landlord and Tenant, Tenant shall promptly cause the
Architect  and  the  Engineers  to  complete  the  architectural and engineering
drawings  for  the  Tenant  Improvements,  and  Architect  shall compile a fully
coordinated  set  of  architectural,  structural,  mechanical,  electrical  and
plumbing working drawings in a form which is complete to allow subcontractors to
bid  on  the


                               EXHIBIT C - Page 8
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
work  and  to  obtain  all  applicable permits (collectively, the "FINAL WORKING
DRAWINGS")  and  shall  submit  the  same  to  Landlord for Landlord's approval.
Tenant  shall  supply  Landlord with one (1) copy of such Final Working Drawings
with all pages signed by Tenant, and either (i) three (3) additional copies with
only  the  cover  page  signed by Tenant, or (ii) a CADD diskette containing the
same.  Landlord  shall,  within fifteen (15) business days of the receipt of the
Final  Working  Drawings for any portion of the Premises, either (i) approve the
Final  Working  Drawings,  (ii)  approve  the  Final Working Drawings subject to
specified  conditions to be satisfied by Tenant prior to submitting the Approved
Working  Drawings  for  permits  as  set  forth  in SECTION 3.4, below, or (iii)
                                                    -----------
disapprove  and  return  the  Final  Working  Drawings  to Tenant with requested
revisions  if the Final Working Drawings do not reasonably comply with the Final
Space  Plan  or  contain  a  Design  Problem.  The  foregoing procedure shall be
repeated  until  the Final Working Drawings for all portions of the Premises are
ultimately approved by Landlord.  The Final Working Drawings may be submitted to
Landlord  for  approval  at  one  or  more  times  and  in  one  or  more parts.

     3.4     Approved  Working  Drawings.  The  Final  Working Drawings for each
             ---------------------------
full  floor of the Premises shall be approved by Landlord (the "APPROVED WORKING
DRAWINGS")  prior to the commencement of construction of the Tenant Improvements
on  such  floor  by  Tenant.  Notwithstanding the foregoing, if Tenant elects to
submit  the  Final  Working  Drawings  for  any  full  floor  to the appropriate
authorities  for all applicable building permits prior to, or concurrently with,
its submission of the Final Working Drawings to Landlord for Landlord's consent,
and  Tenant receives the requested building permits prior to Landlord's approval
of  the  Final Working Drawings, then, at Tenant's sole risk and expense, Tenant
may  commence  the  construction of the Tenant Improvements on that floor of the
Premises.  Tenant hereby agrees that neither Landlord nor Landlord's consultants
shall  be  responsible  for  obtaining  any  building  permit  or certificate of
occupancy  for  the  Premises  and  that  obtaining  the  same shall be Tenant's
responsibility;  provided, however, that Landlord shall cooperate with Tenant in
executing  permit  applications and performing other ministerial acts reasonably
necessary  to  enable  Tenant  to  obtain  any  such  permit  or  certificate of
occupancy.  No  changes,  modifications  or  alterations in the Approved Working
Drawings  may  be  made  without  the  prior  written consent of Landlord, which
consent  may  not  unreasonably  be  withheld,  conditioned  or  delayed.

                                    SECTION 4
                                    ---------

                     CONSTRUCTION OF THE TENANT IMPROVEMENTS
                     ---------------------------------------

     4.1  Tenant's  Selection  of  Contractors.
          ------------------------------------

          4.1.1     The  Contractor.  A  general  contractor  (the "CONTRACTOR")
                    ---------------
shall  be  retained  by  Tenant  to  construct  the  Tenant  Improvements.  The
Contractor  shall be selected pursuant to a  competitive bidding process wherein
Landlord  shall  have the right to reasonably pre-approve all bidders and Tenant
agrees  that  Landlord's  base  building  general  contractor  and/or  interior
contractor  shall  be  entitled to be bidders.  Tenant shall deliver to Landlord
notice  of  its  selection  of  the  Contractor  upon  such  selection.


                               EXHIBIT C - Page 9
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          4.1.2     Tenant's Agents.  All subcontractors, laborers, materialmen,
                    ---------------
and  suppliers  used  by Tenant (such subcontractors, laborers, materialmen, and
suppliers,  and  the  Contractor  to be known collectively as "TENANT'S AGENTS")
must  be  approved  in  writing  by  Landlord,  which  approval  shall  not  be
unreasonably,  withheld  or  delayed;  provided  that  Tenant must contract with
Landlord's  base  building  subcontractors  for  any  hook-up of the systems and
equipment  located in the Premises to the lifesafety system which is part of the
Base,  Shell  and  Core.  Tenant's Agents shall all comply with the construction
rules  for  the  Building,  as  set forth in SCHEDULE 4 attached hereto.  Tenant
                                             ----------
shall indemnify and hold Landlord harmless from any action of any Tenant's Agent
which  voids,  modifies or otherwise interferes with any warranty or guaranty of
Landlord  with respect to the base building.  If Landlord reasonably disapproves
any  of Tenant's proposed subcontractors, laborers, materialmen or suppliers for
reasonable reasons, Tenant shall submit other proposed subcontractors, laborers,
materialmen  or  suppliers  for  Landlord's  written  approval.

     4.2     Construction  of  Tenant  Improvements  by  Tenant's  Agents.
             ------------------------------------------------------------

          4.2.1     Tenant's  Agents.
                    ----------------

               4.2.1.1  Landlord's  General  Conditions  for Tenant's Agents and
                        --------------------------------------------------------
Tenant  Improvement  Work.  Tenant's  and  Tenant's  Agents' construction of the
-------------------------
Tenant Improvements shall comply with the following: (i) the Tenant Improvements
shall  be  constructed  in strict accordance with the Approved Working Drawings;
(ii) Tenant's Agents shall submit schedules of all work relating to the Tenant's
Improvements  to Contractor and Landlord and Contractor and Tenant shall, within
five  (5)  business days of receipt thereof, inform Landlord and Tenant's Agents
of  any changes which are necessary thereto, and Tenant's Agents shall adhere to
such  corrected  schedule; (iii) Tenant shall abide by all reasonable rules made
by  Landlord's Building manager with respect to the use of freight, loading dock
and  any  service and/or passenger elevators, storage of materials, coordination
of  work  with  the  contractors  of  other  tenants,  and  any  other matter in
connection  with  this  Tenant  Work  Letter, including, without limitation, the
construction  of  the  Tenant  Improvements; and (iv) Tenant and Tenant's Agents
shall  not,  in  any  way,  interfere  with,  obstruct,  or  delay,  the work of
Landlord's base building contractor and subcontractors with respect to the Base,
Shell and Core, or any other work in the Building.  However, Tenant and Landlord
shall  use  commercially  reasonable  efforts  to  coordinate  the work of their
respective  contractors  in  order  to  minimize  any  interference  with  the
performance  of  one  another's  work.

               4.2.1.2  Indemnity.  Tenant's  indemnity  of  Landlord  and
                        ---------
Landlord's  indemnity of Tenant as set forth in SECTION 7.1 of  this Lease shall
                                                -----------
also  apply  with  respect  to  any and all costs, losses, damages, injuries and
liabilities  related  in  any  way  to any act or omission of Tenant or Tenant's
Agents,  or  of  Landlord or Landlord's employees, agents or contractors, as the
case  may  be,  or  anyone directly or indirectly employed by any of them, or in
connection  with Landlord's or Tenant's non-payment of any amount arising out of
the Tenant Improvements and/or Tenant's disapproval of all or any portion of any
request  for  payment.  Such indemnity by Tenant, as set forth in SECTION 7.1 of
                                                                  -----------
this Lease, shall also apply with respect to any and all costs, losses, damages,
injuries  and  liabilities  related  in any way to Landlord's performance of any
ministerial  acts  reasonably  necessary  (i)  to  permit Tenant to complete the
Tenant  Improvements,


                              EXHIBIT C - Page 10
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
and  (ii)  to  enable  Tenant  to  obtain  any building permit or certificate of
occupancy  for  the  Premises.

               4.2.1.3  Requirements  of  Tenant's  Agents.  Each  of  Tenant's
                        ----------------------------------
Agents  shall  guarantee  to  Tenant  and  for  the benefit of Landlord that the
portion  of  the  Tenant  Improvements for which it is responsible shall be free
from  any defects in workmanship and materials for a period of not less than one
(1)  year from the date of completion thereof.  Each of Tenant's Agents shall be
responsible  for  the replacement or repair, without additional charge to Tenant
or  Landlord, of all work done or furnished in accordance with its contract that
shall  become  defective  within  one  (1)  year after the later to occur of (i)
completion  of  the work performed by such contractor or subcontractors and (ii)
the Lease Commencement Date.  The correction of such work shall include, without
additional  charge,  all  additional expenses and damages incurred in connection
with  such removal or replacement of all or any part of the Tenant Improvements,
and/or  the  Building  and/or  Common  Areas  that  may  be damaged or disturbed
thereby.  All such warranties or guarantees as to materials or workmanship of or
with  respect  to  the Tenant Improvements shall be contained in the Contract or
subcontract  and  shall be written such that such guarantees or warranties shall
inure  to the benefit of both Landlord and Tenant, as their respective interests
may appear, and can be directly enforced by either.  Tenant covenants to give to
Landlord  any  assignment  or  other assurances which may be necessary to effect
such  right  of  direct  enforcement.

               4.2.1.4  Insurance  Requirements.
                        -----------------------

                    4.2.1.4.1  General  Coverages.  All of Tenant's Agents shall
                               ------------------
carry  worker's  compensation  insurance  covering  all  of  their  respective
employees,  and  shall  also  carry  reasonable  amounts  of  public  liability
insurance,  including  property  damage,  all  with  limits,  in  form  and with
companies  as  are reasonably approved by Landlord.  Landlord will provide, upon
Tenant's  request, a schedule showing the types and amounts of insurance, broken
down  by  trade,  that  are  deemed  by  Landlord to be the reasonable types and
amounts  of  insurance  required  of  each  of  Tenant's  Agents.

                    4.2.1.4.2  Special  Coverages.  In addition to the insurance
                               ------------------
requirements  set  forth  in  ARTICLE  7 of this Lease, Tenant or the Contractor
                              ----------
shall  also carry full replacement value "Builder's All Risk" insurance approved
by  Landlord  covering  the  construction  of  the Tenant Improvements, and such
other  insurance  as Landlord may require so long as any such insurance is being
required  of  comparable  tenants in Comparable Buildings for tenant improvement
work comparable to the Tenant Improvements.  Such insurance shall be in amounts'
and  shall  include  such  extended  coverage  endorsements as may be reasonably
required  by Landlord including, but not limited to, the requirement that all of
Tenant's  Agents  shall  carry  excess  liability  and  Products  and  Completed
Operation  Coverage  insurance,  each  in  amounts  not  less  than $500,000 per
incident,  $1,000,000  in  aggregate,  and  in  form  and  with companies as are
required  to  be  carried  by Tenant as set forth in ARTICLE 7 of this Lease, so
                                                     ---------
long as any such insurance is being required of comparable tenants in Comparable
Buildings  for  tenant  improvement  work comparable to the Tenant Improvements.


                              EXHIBIT C - Page 11
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                    4.2.1.4.3  General  Terms.  Certificates  on an ISO form for
                               --------------
all  insurance  carried  pursuant  to this SECTION 4.2.1.4 shall be delivered to
                                           ---------------
Landlord  before the commencement of construction of the Tenant Improvements and
before  the Contractor's equipment is moved onto the site.  All such policies of
insurance  must  contain  a  provision that the company writing said policy will
give Landlord at least thirty (30) days prior written notice of any cancellation
or  lapse  of  the  effective  date  or  any  reduction  in  the amounts of such
insurance.  In  the event that the Tenant Improvements are damaged by any cause,
except  for  the  negligence  or  willful  misconduct of Landlord (in which case
Landlord  shall  be  responsible  to  the  extent  not  covered by the insurance
required  to  be  carried  by  Tenant pursuant to SECTION 4.2.1.4.1 or 4.2.1.4.2
                                                  -----------------
above),  during the course of the construction thereof, Tenant shall immediately
repair  the  same  at  Tenant's  sole  cost  and expense.  Tenant's Agents shall
maintain  all  of  the  foregoing  insurance  coverage in force until the Tenant
Improvements are fully completed and accepted by Landlord.  All policies carried
under  this SECTION 4.2.1.4 shall insure Landlord and Tenant, as their interests
            ---------------
may  appear,  as well as Contractor and Tenant's Agents, and shall name Landlord
as  an  additional  named insured.  All insurance, except Workers' Compensation,
maintained  by  Tenant's Agents shall preclude subrogation claims by the insurer
against  anyone  insured  thereunder.  Such  insurance  shall provide that it is
primary  insurance  as respects Landlord and that any other insurance maintained
by Landlord is excess and noncontributing with the insurance required hereunder.
The  requirements  for  the  foregoing  insurance  shall  not  derogate from the
provisions  for  indemnification  of Landlord by Tenant under SECTION 4.2.1.2 of
                                                              ---------------
this  Tenant  Work  Letter.

          4.2.2     Governmental  Compliance.  The  Tenant  Improvements  shall
                    ------------------------
comply  in  all  respects  with the following: (i) applicable building codes and
other  state,  federal,  city  or  quasigovernmental laws, codes, ordinances and
regulations,  as  each  may  apply  according  to the rulings of the controlling
public  official,  agent or other person (collectively, "Code"); (ii) applicable
standards  of  the  ISO and/or the American Insurance Association (formerly, the
National  Board  of  Fire  Underwriters)  and the National Electrical  Code; and
(iii)  building  material  manufacturer's specifications and industry standards.

          4.2.3     Inspection  by  Landlord.  Landlord  shall have the right to
                    ------------------------
inspect  the  Tenant  Improvements  at  all reasonable times and upon reasonable
notice;  provided,  however,  that  Landlord's  failure  to  inspect  the Tenant
Improvements  shall  in no event constitute a waiver of any of Landlord's rights
hereunder  nor shall Landlord's inspection of the Tenant Improvements constitute
Landlord's  approval of the same.  Should Landlord disapprove any portion of the
Tenant Improvements, Landlord shall notify Tenant in writing of such disapproval
and  shall specify the items disapproved; provided, however, that Landlord shall
not  disapprove  of  any  portion  of  the  Tenant  Improvements which have been
constructed  in  accordance  with the Approved Working Drawings.  Any defects or
deviations  in, and/or disapproval by Landlord of, the Tenant Improvements shall
be  rectified by Tenant at no expense to Landlord; provided however, that in the
event  Landlord  determines  that a defect or deviation exists or disapproves of
any  matter  in  connection with any portion of the Tenant Improvements and such
defect,  deviation  or matter might adversely affect the mechanical, electrical,
plumbing,  heating,  ventilating  and air conditioning or life-safety systems of
the  Building, the structure or appearance of the Building or any other tenant's
use  of  such  other  tenant's leased premises, Landlord may take such action as


                              EXHIBIT C - Page 12
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Landlord  deems  necessary,  at  Tenant's  expense (paid as Additional Rent) and
without  incurring any liability on Landlord's part, to correct any such defect,
deviation and/or matter, including, without limitation, causing the cessation of
performance  of  the  construction of the Tenant Improvements until such time as
the  defect,  deviation  and/or  matter is corrected to Landlord's satisfaction.

          4.2.4     Meetings.  Commencing  upon  execution of this Lease, Tenant
                    --------
shall  hold  periodic meetings, at a reasonable time, with the Architect and the
Contractor  regarding  the  progress of the preparation of Construction Drawings
and the construction of the Tenant Improvements (which meetings shall be held at
a  location  mutually agreeable to Landlord and Tenant), and Landlord and/or its
agents shall receive prior notice of and shall have the right to attend all such
meetings.  In  addition,  minutes shall be taken at all such meetings, a copy of
which  minutes  shall  be promptly delivered to Landlord.  One such meeting each
month  shall  include  the  review  of Contractor's current request for payment.
Tenant  shall  be  notified  in  advance  of  all scheduled Base, Shell and Core
construction  meetings  that  have  a material effect on the construction of the
Tenant  Improvements,  and Tenant and/or its agents shall be permitted to attend
such  meetings.

     4.3     Construction  Contract;  Cost  Budget.  Prior  to  Tenant's
             -------------------------------------
execution  of the construction contract with the Contractor, Tenant shall submit
the construction contract to Landlord for its approval, which approval shall not
unreasonably  be  withheld  or  delayed.  Prior  to  the  commencement  of  the
construction  of  the  Tenant  Improvements  on each floor, and in each instance
after  Tenant  has  accepted all bids for the Tenant Improvements for a floor of
the Premises, Tenant shall provide Landlord with a detailed breakdown, by trade,
of the final costs to be incurred or which have been incurred in connection with
the  design  and  construction  therein  of  the Tenant Improvements (the "FINAL
COSTS").   The  term  "OVER-ALLOWANCE  AMOUNT" shall mean the difference between
(i)  the  Final  Costs  for  the  Premises,  and  (ii)  the amount of the Tenant
Improvement  Allowance.  Tenant  shall  be  required  to  pay the Over-Allowance
Amount  on  a pro rata basis throughout the course of construction of the Tenant
Improvements.  By  way  of  example  only,  and  not  as  a  limitation upon the
foregoing,  if  the  total cost of the Tenant Improvement Allowance Items equals
Fifty  Dollars  ($50.00)  per  rentable  square  foot  of  the  Premises,  the
Over-Allowance Amount shall be Fifteen Dollars ($15.00) per rentable square foot
(i.e.,  the Final Costs less the Thirty-Five Dollar ($35.00) per rentable square
foot  Tenant  Improvement  Allowance),  and  Tenant  shall pay fifteen fiftieths
(15/50ths)  of  the  amount of each invoice net of retention.  In the event that
after  the Final Costs are determined, and if such Final Costs exceed the amount
of  the Tenant Improvement Allowance allocated to such space as described above,
any  revisions,  changes  or  substitutions  shall  be  made to the Construction
Drawings  or  the  Tenant Improvements pursuant to the provisions of this Tenant
Work  Letter,  any  additional costs net of retention reasonably attributable to
such  revisions,  changes  or  substitutions  shall  be  paid  by  Tenant.

     4.4     Notice of Completion; Copy of Record Set of Plans.  Within ten (10)
             -------------------------------------------------
business  days  after completion of construction of each full-floor phase of the
Tenant Improvements, Tenant shall cause a Notice of Completion to be recorded in
the  office  of  the  Recorder  of  the County of Los Angeles in accordance with
SECTION  3093  of  the  Civil  Code  of the State of California or any successor
------------
statute,  and  shall  furnish  a  copy  thereof  to  Landlord  upon  such


                              EXHIBIT C - Page 13
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
recordation;  provided,  however,  that if Tenant does not cause a timely Notice
of  Completion  to  be  recorded,  Tenant  shall not be in breach hereunder, but
Tenant  shall  protect,  defend,  indemnify  and hold Landlord harmless from any
loss,  cost,  damage,  claim or expense incurred by Landlord as a consequence of
Tenant's  failure to record the Notice of Completion.  If Tenant fails to do so,
Landlord may execute and file the same on behalf of Tenant as Tenant's agent for
such  purpose,  at  Tenant's  sole  cost and expense.  At the conclusion of each
phase  of  construction, (i) Tenant shall cause the Architect and Contractor (A)
to  update  the  Approved  Working Drawings as necessary to reflect all material
changes made to the Approved Working Drawings during the course of construction,
(B)  to certify to the best of their knowledge that the "record-set" of as-built
drawings  and  specifications  are  true  and correct, which certification shall
survive  the  expiration  or  termination  of  this Lease, and (C) to deliver to
Landlord  two  (2)  sets  of copies of such record set of drawings within ninety
(90)  days  following  the  completion  of  the  construction  of  the  Tenant
Improvements,  and  (ii)  Tenant  shall  deliver  to  Landlord  a  copy  of  all
warranties,  guaranties,  and  operating manuals and information relating to the
improvements,  equipment, and systems in the Premises, as applicable, as well as
all  other  items  set  forth  on  the  Close-Out  List.

                                    SECTION 5
                                    ---------

                        DELAY OF LEASE COMMENCEMENT DATE
                        --------------------------------

     5.1     Lease  Commencement  Date Delays.  The Lease Commencement  Date for
             --------------------------------
the  Initial  Premises  shall  occur  as provided in SECTION 5.2 of the Summary,
                                                     -----------
provided  that  it  shall be delayed by one (1) day for each day of delay of the
"substantial  completion  of  the  Tenant Improvements," as that term is defined
below in SECTION 5.3, to the extent caused by a "Lease Commencement Date Delay."
         -----------
As  used  herein,  the  term  "LEASE  COMMENCEMENT DATE DELAY" shall mean only a
"Force  Majeure  Delay" or a "Landlord Caused Delay," as those terms are defined
below  in this SECTION 5.1. As used herein, the term "FORCE MAJEURE DELAY" shall
               -----------
mean  only  an  actual  delay  in  the  substantial  completion  of  the  Tenant
Improvements to the extent resulting from "Force Majeure" (as defined in SECTION
                                                                         -------
19.24 of the Lease).  Notwithstanding the foregoing, a Force Majeure Delay shall
-----
not  include  governmental acts which specifically relate to the construction of
the  Tenant  Improvements  and which would not objectively delay construction of
other general office improvements in the Project by any person.  As used in this
Tenant Work Letter, "LANDLORD CAUSED DELAY" shall mean, notwithstanding anything
to  the  contrary set forth in this Tenant Work Letter, only those actual delays
in the substantial completion of the Tenant Improvements to the extent resulting
from  the  acts  or omissions of Landlord or Landlord Parties including, but not
limited  to:  (i)  failure  to  timely  approve  or  disapprove any Construction
Drawings;  (ii)  material  interference  with  the  completion  of  the  Tenant
Improvements  which objectively precludes construction of Tenant Improvements in
the  Project  by any person, which interference relates to access to, or use of,
by  Tenant,  its  agents  and  contractors,  the  Building,  Building facilities
(including loading docks and freight elevators) or services (including temporary
power  and  parking  areas  as  provided herein) and Project Common Areas during
normal  construction  hours;  (iii) delays with respect to payment of the Tenant
Improvement  Allowance and/or any cessation of work upon the Tenant Improvements
as  a  result  thereof;  (iv)  the  failure  to  remediate  Hazardous  Materials
discovered  in  the  Building  or  the Project which are in violation of current
laws,  and  which  were  not  introduced  into  the  Project  by  Tenant  or its


                              EXHIBIT C - Page 14
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
agents;  (v)  the  failure of the Base, Shell and Core to comply with Code on an
unoccupied  basis;  (vi)  delays  in  designing  and  constructing  the  Tenant
Improvements due to material inaccuracies in the Base Building Plans provided to
Tenant by Landlord (except to the extent such delays would have been avoided had
Tenant reasonably verified such Base Building Plans as required pursuant to this
Tenant  Work  Letter);  (vii)  delay  in  obtaining  a  Temporary Certificate of
Occupancy  (or  its  equivalent)  for the Building on an unoccupied basis by the
appropriate  governmental  authorities;  (viii)  failure  to provide Tenant with
access  to  the  Premises for purposes of installing the Tenant Improvements and
Tenant's  other  fixtures,  furnishings and equipment, after Tenant has received
applicable  building  permits  and other governmental approvals; (ix) failure to
cause  a  particular  floor  of the Premises to be delivered to Tenant Ready for
Construction  on  or  before  the  Delivery  Date for such floor as set forth in
SECTION 2.1 of the Lease (provided  that the aggregate amount of Landlord Caused
----------
Delay  calculated  under  this  item (ix) shall not exceed the largest amount of
delay in failing to meet any particular Delivery Date); and (x) any other causes
which  are  defined  as  a  Landlord  Caused Delay elsewhere in this Tenant Work
Letter.

     5.2     Determination of Lease Commencement Date Delay.  If Tenant contends
             ----------------------------------------------
that  a Lease Commencement Date Delay has occurred, Tenant shall notify Landlord
in writing of (i) the event which constitutes such Lease Commencement Date Delay
and  (ii)  the date upon which such Lease Commencement Date Delay is anticipated
to  end.  If such actions, inaction or circumstances described in the notice set
forth  in clause (i) above (the "DELAY NOTICE") are not cured by Landlord within
one  (1)  business  day  of  Landlord's receipt of the Delay Notice, and if such
actions,  inaction  or  circumstances  otherwise qualify as a Lease Commencement
Date  Delay,  then,  a  Lease  Commencement  Date  Delay shall be deemed to have
occurred commencing as of the date of Landlord's receipt of the Delay Notice and
ending  as  of  the  date  such  delay  ends.

     5.3     Definition  of  Substantial  Completion of the Tenant Improvements.
             ------------------------------------------------------------------
For  purposes  of  this  SECTION  5,  "substantial  completion  of  the  Tenant
                         ----------
Improvements"  shall  mean completion of construction of the Tenant Improvements
in the Premises pursuant to the Approved Working Drawings, with the exception of
any punch list items, any furniture, fixtures, work-stations, built in furniture
or  equipment,  and  any tenant improvement finish items and materials which are
selected  by  Tenant but which are not available within a reasonable time (given
the  anticipated  date  of  the  Lease  Commencement  Date).

                                    SECTION 6
                                    ---------

                                  MISCELLANEOUS
                                  -------------

     6.1     Tenant's Representative.  Tenant has designated Bernard F. Landgraf
             -----------------------
as  its sole representative with respect to the matters set forth in this Tenant
Work Letter, who, until further notice to Landlord, shall have full authority to
act  on  behalf  of  the  Tenant  as  required  in  this Tenant Work Letter, and
responsibility  for  Tenant's  compliance  with  its  provisions.

     6.2     Landlord's Representative.  Landlord has designated James Newell as
             -------------------------
its  Project  Manager  and  sole  representative with respect to the matters set
forth  in  this  Tenant  Work Letter, who, until further notice to Tenant, shall
have full authority to act on behalf of Landlord as required in this Tenant Work
Letter,  and  responsibility  for  landlord's  compliance  with  its provisions.

     6.3     Time  of  the  Essence  in  This  Tenant  Work Letter.  Unless
             -----------------------------------------------------
otherwise  indicated, all references herein to a "number of days" shall mean and
refer to calendar days.  If any item requiring approval is timely disapproved by
Landlord,  the  procedure  for  preparation of the document and approval thereof
shall  be  repeated  until  the  document  is  approved  by  Landlord.


                              EXHIBIT C - Page 15
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     6.4     Tenant's  Lease  Default.  Notwithstanding  any  provision  to  the
             ------------------------
contrary contained in this Lease, if an event of default as described in SECTION
                                                                         -------
12.1  of this Lease or in this Tenant Work Letter has occurred (after expiration
----
of  applicable cure periods) at any time on or before the substantial completion
of  the  Tenant  Improvements,  then  (i)  in  addition  to all other rights and
remedies  granted  to  Landlord  pursuant  to  this  Lease,  Landlord  may cause
Contractor  to cease the construction of the Tenant Improvements (in which case,
Tenant  shall  be responsible for any delay in the substantial completion of the
Tenant  Improvements  caused  by  such work stoppage and such delay shall not be
deemed  a  Lease  Commencement  Date  Delay),  and (ii) all other obligations of
Landlord under the terms of this Tenant Work Letter shall be forgiven until such
time  as  such  default  is  cured pursuant to the terms of this Lease (in which
case, Tenant shall be responsible for any delay in the substantial completion of
the  Premises  caused  by  such inaction by Landlord and such delay shall not be
deemed  a  Lease  Commencement  Date  Delay).

     6.5     Cleanup.  Upon  Tenant's  move  into  the Premises and upon written
             -------
notice  from  Tenant  to  Landlord,  and  provided  that Contractor has left the
Premises  in  broom-clean  condition,  Landlord shall, at its sole cost, provide
one-time  janitorial services to the Premises in accordance with EXHIBIT I.  The
                                                                 ---------
cost  of  such  one-time  janitorial services shall not be included in Operating
Expenses.

     6.6     Additional Miscellaneous.  During the period of construction of the
             ------------------------
Tenant  Improvements  and/or Tenant's move into the Building, Tenant or Tenant's
Agents  shall  not  be  charged  for,  directly  or  indirectly, parking, use of
restrooms  or  HVAC  usage during normal construction hours, electricity, water,
elevator  usage  during  normal  construction  hours,  loading  dock  access, or
security  (although Landlord shall have no obligation to provide security beyond
that  provided  to  the  Building  on  an  unoccupied basis).  Upon request from
Tenant,  following  the  full installation and required testing of the same, and
determination  by  Landlord  that  the same is available for use, Landlord shall
operate  the  ventilation  system for the Building as may be reasonably required
during  the  construction  of  the  Tenant Improvements, including those periods
during and after application of finishes, which services shall not be charged to
Tenant  Improvement  Allowance  during  normal  construction hours, but shall be
charged  to  the  Tenant  Improvement  Allowance  during  other  hours.

     6.7     Notices.  All  notices hereunder shall be delivered as set forth in
             -------
the  Lease,  and  shall  be  in  writing, regardless of whether or not specified
herein  to  be  "written  notice"  or  "in  writing."

     6.8     Labor  Harmony.  All  of  Tenant's  Agents  shall,  if requested by
             --------------
Landlord,  all  be  union  labor  in compliance with the master labor agreements
existing  between  trade  unions  and  the  Southern  California  Chapter of the
Associated  General  Contractors  of  America;  provided  that  Tenant  shall be
permitted  to  retain  non-union  subcontractors  and  laborers  for  painting,
millwork,  carpeting,  and other finish work in connection with the construction
of  the  Tenant  Improvements.  All  of  Tenant's  Agents  shall  conduct  their
activities  in  and  around  the  Premises, Building and Project in a harmonious
relationship  with all other subcontractors, laborers, materialmen and suppliers
at  the Building and Project, and, if necessary, Tenant shall employ union labor
to  achieve  such  harmonious  relations.


                              EXHIBIT C - Page 16
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                            SCHEDULE 1 TO EXHIBIT C
                            ------------------------

                  PRELIMINARY BASE, SHELL, & CORE DESCRIPTION
                  --------------------------------------------

  TO BE USED IN CONJUNCTION WITH THOSE CERTAIN TISHMAN WARNER CENTER EXPANSION -
  NEW 11-STORY NORTH TOWER BUILDING AND PLAZA PROGRESS PLANS PREPARED BY JOHNSON
 FAIN PARTNERS, DATED OCTOBER 17, 1997, AND REFERENCED AS PROJECT NO. 9656.00.

          20TH CENTURY PLAZA--NEW OFFICE BUILDING & PARKING STRUCTURE

                           WOODLAND HILLS, CALIFORNIA

                                 April 3, l997

                           (Revised August 14, 1997)

0    TABLE  OF  CONTENTS

     01  General Information               07  Roofing
     02  Sitework                          08  Interior  Construction
     03  Foundations                       09  Specialties
     04  Substructure                      10  Conveying  Systems
     05  Superstructure                    11  Mechanical
     06  Exterior  Closure                 12  Electrical
--------------------------------------------------------------------------------


1.   GENERAL  INFORMATION

1.1  Project Description: New 11-story office building with full basement and an
     elevator/mechanical roof penthouse. New multi-level parking structure.

1.2  Parking Structure:

     .1   Reinforced  concrete parking structure with approximately 1425 spaces.
          Surface  parking  of  approximately  265  spaces  for  a  total  of
          approximately  1690  parking  spaces.

     .2   Type  I  construction, cast in-place and post-tensioned concrete slabs
          and  beams  with  shear  wall  and  ductile  frame  seismic  systems.
          Architectural  precast  or painted, formed concrete spandrels at north
          and  east  elevations.

     .3   Ground  level  clearance of minimum 8'- 2" to allow for High Occupancy
          Vehicles  and  high-top  accessible  vans.  Ground  level  handicap
          accessible  parking  along  east  side  of  structure.

     .4   Over-size  executive  parking  spaces  at  ground  level.


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     .5   Full  size and compact spaces. Compact spaces in accordance with code.
          All  stalls  to  be  individually  parked  and  freely  accessible.

     .6   New and re-used automatic gate arm controls on-site for vehicles using
          either  parking  structure  or surface parking. Parking Equipment will
          include  attendants'  booth,  vehicle  detectors  and  card  control
          stations.

     .7   Security  fencing  or  grillage  on  west and south elevations. Camera
          surveillance  security  at  interior/  exterior  locations.

     .8   Interior  lighting  with  average  maintained lighting level of 5 to 7
          foot  candles;  fluorescent  lighting  throughout.

     .9   Roof  deck  average  lighting  level  at  5  to  7 foot candles unless
          prohibited  by  code.

     .10  Two  Bay  double  helix park ramps plus one level ramp facing offices.
          2-way  traffic  aisles  with  90  degree  parking.

     .11  Exit  stairs:  Painted  steel,  welded or bolted, with concrete-filled
          steel  pan  treads  and  landings.

     .12  Parking  garage  elevators:

          .a   Type:  Electric  traction.
          .b   Quantity:  3  passenger  elevators.
          .c   Number  of  Stops:  6
          .d   3500  pound  capacity,  350  F.P.M.  speed

1.3  Office Building Total Square Footage: Approximately 273,882 rentable square
     feet.  Typical  office  floor  proposed  to have approximately 27,100 gross
     square  feet;  of  that approximately 25,400 is rentable, and approximately
     23,500  is  usable  area.

1.4  Floor  Plan  and Section: Four minimum corner offices per floor, and office
     planning module is at 5 ft. Floor to ceiling height at 9'- 0" plus at least
     6  inch  clear  for  standard  fluorescent  light fixtures at typical upper
     floors, and 12'- 0" floor to ceiling height for first floor. Core to inside
     of  window  for  40  ft. typical, with a window sill height of 32" typical.

1.5  Core  Design:

     .1   Elevators:  12  ft. clear proposed lobby space with a total of six (6)
          passenger  cars  in two (2) banks of three (3) elevators each. One (1)
          dedicated  freight  elevator will be at a separate vestibule location.

     .2   Toilet  Rooms: Men's fixture count proposed for (3) water closets, (2)
          urinals,  and  (3)  lavatories. Women's fixture count proposed for (7)
          water  closets  and  (4)  lavatories.  Hot  water  at  all lavatories.


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     .3   Janitor  Closets:  One  (1)  for  every  office  floor.

     .4   Electrical  Rooms:  One  (1)  main  room  and  (1)  combined
          telephone/electrical  satellite  closet  for each floor (if required).

     .5   Telephone Rooms: One (1) main room area, with a minimum interior clear
          dimension  of  7'8"  by  11'9",  and (1) combined telephone/electrical
          satellite  closet  for  each floor (if required) at no less dimensions
          than  shown  on  Schematic  drawings.

     .6   Two  (2)  pressurized  exit stairs risers sized for upper floor office
          loads.

     .7   Drinking  Fountains:  One  (1)  for  each  floor.

2.   SITEWORK

2.1  Paving  and  Curbs:

     .1   Asphalt Paving: City standards for heavy duty at driveways and service
          areas.
     .2   Concrete  Paving:  At  loading  docks  and  sidewalks.
     .3   Specialty  Paving:  Cast-in-place  scored  and  colored  concrete with
          various  abraded  finishes.
     .4   Curbs:  Cast-in-place  concrete.

2.2   Landscaping/Irrigation:

     .1   Plant  Materials:  Deciduous  and  evergreen  flowering trees, shrubs,
          groundcover,  vines,  topsoil,  and  mulch.

     .2   Sod:  Lawn  areas.

     .3   Irrigation  System:  Below-grade  irrigation and sprinkler system with
          pop-up heads and automatic low-voltage controller with timer, schedule
          40  class  315  pressure  pipe,  and  schedule  40  non-pressure pipe.

2.3   Site  Improvements:

     .1   Perimeter  Fencing  (East Side Of Central Plaza): Painted steel picket
          fencing  and  pilasters.

     .2   Tables  &  Benches:  Steel,  fiberglass,  pre-cast,  or  cast-in-place
          concrete  with market type umbrellas in Outdoor Patio Area, as well as
          other  decorative benches, walls, and planters throughout plaza area .

     .3   Flagpoles:  (3)  aluminum  tapered  poles.

     .4   Site Lighting: Pedestrian and surface parking area lighting and accent
          lighting.


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     .5   Canopies/Pergolas:  Site  pergolas of metal or wood with architectural
          finishes.

     .6   Water  Feature:  To  Be  Determined

     .7   Seat  Walls:  Cast-in-place  concrete  with  architectural  finishes.

     .8   Conduit  Between Building: Four -- 4 inch conduits with necessary pull
          boxes.

3.   FOUNDATIONS

3.1  Foundations/Footings:  fc  =  4,000  psi.

3.2  Prestressed  Precast  Piles:  fc  =  6,000  psi.

3.3. Parking  Garage:  Reinforced  concrete.

4.   SUBSTRUCTURE

     4.1  Slab-On-Grade:  Reinforced  concrete  and  accommodations  for  the
          mechanical plant. Superstructure columns will extend to the foundation
          level.

     4.2  Concrete  Basement  Walls:  fc  =  4,000  psi.

     4.3  Foundation  Drainage  System:  As  required  by Geotechnical Engineer.

5.   SUPERSTRUCTURE

     5.1  Building  Frame:  Structural  steel framing supporting metal deck slab
          typically.  The  lateral  load  resisting  system  is  planned  as  a
          combination  of  eccentric  braced  frames  and  moment  frames.

     5.2  Floor  Framing  System:  Metal  deck with semi-lightweight concrete in
          metal  deck  pan  spanning  between  steel  beams.  The live loads are
          planned as 80 pounds per square foot, in addition to the Code required
          20 pounds per square foot for partition load at office areas, with 100
          p.s.f.  at  exit  corridor/stairs,  and  125 p.s.f. at storage (light)
          areas.  Additional  reinforcement  for increased floor loading will be
          part  of  Tenant  Improvements  Allowance.

     5.3  Roof  Structure:  Metal  deck  with concrete, which is the same as the
          typical  floors,  but  sloped  for  primary drainage. Thicker slabs as
          necessary  for  the  mechanical  areas  of  the  penthouse.

     5.4  Stair  Systems:  Painted,  welded  steel construction, with metal pans
          filled  with  concrete.

     5.5  Fireproofing:  Sprayed  cementitious,  as  required  by  Code.


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<PAGE>
     5.6  Firesafing:  As  required  by  Code.

6.   EXTERIOR  CLOSURE

6.1  Exterior  Wall:

     .1   Curtainwall:  Painted  aluminum  framing  and  energy efficient bronze
          glass  window wall system with architectural precast concrete spandrel
          panels.

     .2   Soffits:  Lath  and  Portland  cement  plaster.

6.2  Exterior  Wall  Back-Up:  Metal  stud  framing at sills and soffits. Gypsum
     Board  to  be  installed  as  part  of  Tenant  Improvements  Work.

6.3  Exterior  Wall  Insulation:  Blanket  insulation  as  required  by  Code.

6.4  Exterior  Specialties:  Rooftop visual screening of mechanical equipment at
     roof  (as  per  Code  requirements).

6.5  Exterior  Single  Pane  Glass  Types:

     .1     Tinted  and  Clear:  At  ground  floor  and  second  floor.
     .2     Bronze (H.P.) Tinted:  Typical glazing at upper floor window wall.

6.6   Exterior  Doors  and  Hardware:

     .1     Aluminum  Entrances:  Glazed  and  aluminum
     .2     Hardware:  As  required  by  Code.

7.   ROOFING

7.1  Roof System: Bituminous 4 - ply built up roof system including cap sheet or
     60 mil. Reinforced PVC single ply fully adhered over rigid insulation or 60
     mil.  fully  adhered elastomeric coating over cured structural concrete; if
     elastomeric,  insulate  under-side  of  roof  structure.

8.   INTERIOR  CONSTRUCTION

8.1  Interior  Partitions  (@  Core or Building Utility/Service Areas Only):

     .1   Metal  Stud  and  Gypsum  Board  Partitions:  As  required  by  Code.
     .2   Shaftwall  Partitions:  As  required  for  mechanical,  elevator,  and
          electrical  equipment  enclosures.
     .3   Glazed  Partitions:  Interior storefront system using painted aluminum
          and  glass.

8.2  Interior  Doors,  Frames  and  Hardware:


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<PAGE>
     .1   Aluminum  Doors: Glazed aluminum storefront type in glazed partitions.
     .2   Wood  Doors:  Full  height,  solid  core  wood veneer with transparent
          finish.  Approved  UL  labels  where  required.
     .3   Access  Doors:  As  needed  for  access  to  piping,  etc.
     .4   Door  Frames:  Painted  hollow  metal.
     .5   Door  Hardware:  As  required  by  Code.

8.3  Interior  Floor  Finishes:

     .1   Ceramic  Tile:  Toilet  Rooms.
     .2   Masonry/Tile/Stone  Flooring:  Natural  stone, tile or brick pavers at
          Main  Lobby.
     .3   Resilient  Tile  Flooring:  Utility Rooms, Freight Elevator Vestibule,
          Mail  Room  .
     .4   Carpeting:  a  portion  of  1st  Floor  Elevator  Lobby  and Passenger
          Elevator  Cab  flooring.
     .5   Wall  Base  at  Flooring:  Resilient,  tile  and  stone as applicable.
     .6   Upper  Floor Elevator Lobbies & Corridors: Part of Tenant Improvements
          Work.
     .7   Leased  Areas:  Exposed  concrete  with  smooth,  hard  trowel finish.

8.4     Interior  Wall  Finishes:

     .1   Gypsum  Board:  Painted  finish  or  fire taped only (Mech./Elec./Tel.
          Rms).  Stairs  finished  complete.
     .2   Wallcoverings:  At  Main  Lobby  and  Toilet  Vestibules.
     .3   Ceramic  Tile: Toilet Rooms -- As required by Code with full height on
          walls.
     .4   Paneling: Stone, masonry, wood or glass paneling with metal accents at
          Main  Lobby.
     .5   Upper Floor Elevator Lobbies: Part of Tenant Improvements Work, except
          on  multiple  tenant  floors.
     .6   Full  height  Plywood  Backboards  at  Telephone  Rooms.

8.5     Interior  Ceiling  Finishes:

     .1   Acoustical  Ceilings,  Concealed  or Exposed Grid Suspension including
          Donn  "Fineline"  with  fissured  lay-in  24"x  24" mineral fiberboard
          --Mail  Room,  Freight  Vestibule.
     .2   Gypsum  Board:  Painted  drywall  ceilings  and soffits at Toilets and
          where  specified.
     .3   Special  Design  Ceilings:  Main  Lobby.

8.6  Interior  Millwork:  Main  Lobby custom security console using wood, stone,
     metal,  or  plastic  laminates.

9.   SPECIALTIES

9.1  Building  Specialties:


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     .1   Toilet Partitions: Ceiling hung painted metal partitions and wall hung
          urinal  screens.
     .2   Signage  and  Graphics:  Within  Public  Areas,  as  required by Code.
          Tenant's Building or Monument signage shall be furnished and installed
          by  Tenant,  including  signage within Tenant's leased spaces. Signage
          shall include all bases, bracing, hangers, attachments, and electrical
          work.
     .3   Fire  Extinguisher  Cabinets:  As  required  by Code for Public Areas.
          Extinguishers within leased areas to be provided as part of the Tenant
          Improvements  Work.
     .4   Toilet  Accessories:  Stainless  steel.

9.2  Equipment:  Window washing equipment -- sockets and davits with rigging for
     permanent  swing  stage.

10.  CONVEYING  SYSTEMS

10.1 Electric  Elevators:

     .1   Type:  Electric  traction.
     .2   Quantity:  6  passenger  elevators,  1  freight/service  elevator.
     .3   Capacity:  3500  pounds  for  passenger elevators, and 4500 pounds for
          service  elevator.
     .4   Speed:  450  to 500 F.P.M. for passenger elevators, and 350 F.P.M. for
          service  elevator.
     .5   Number  of  Stops:  11  stops  and  openings  in  line, except for one
          passenger  elevator  (serving  the  basement  also)  with 12 stops and
          openings  in  line, and freight elevator with 12 stops and openings in
          line.
     .6   Platform Size: 7'- 6" wide by 6'- 0" deep for passenger elevators, 6"-
          0"  wide  by  9'-  8"  deep  for  service  elevator.
     .7   Entrance Size: 4 ft. wide for passenger elevators, and 4' -6" wide for
          service  elevator.
     .8   Materials in Cabs: Architectural finishes upgraded for passenger cabs,
          and  standard  manufacturer's  finishes  for  freight  cab,  including
          rubberized  flooring.
     .9   Doors  and  Frames:  At  upper  floors, to be primed, ready for Tenant
          finish.

11.  MECHANICAL

11.1 Fire  Protection:

     .1   Fire  Protection  System  Overview:
          .a   Automatic  sprinkler system and fire standpipe system as required
               by  Codes.
          .b   System will be fed by a single electrical motor driven fire pump,
               taking suction from a 45,000 gallon secondary water storage tank.
          .c   Fire  pump.


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<PAGE>
          d    Hydraulically  calculated  sprinkler system and pressure reducing
               type  control  valves  with  a  waterflow  switch at every floor.

     .2   Building  Smoke Control System: The general HVAC exhaust/relief system
          will  be  used  for  smoke  exhaust.
          .a   Building  air  handler  units  will be arranged for smoke control
               make-up  air  duty.
          .b   The  general  exhaust/smoke  exhaust  fan  will be used for smoke
               exhaust  on  a  floor-by-floor  smoke  control  scheme.
          .c   The  final  design  will  comply  with  City  of  Los  Angeles
               requirements,  and  will  be  tested  for  compliance  with Code.

11.2  Plumbing  Systems:

     .1   Storm  Water  Drainage  System:
          .a   Roofs  will  be drained by gravity through roof drains and inside
               downspouts,  and connect to the site storm water drainage system.
          .b   A  separate  overflow  drainage system will be provided that will
               spill  to  grade,  or  through  curb  faces,  as  required.

     .2   Sanitary  Drainage  System:
          .a   Plumbing  fixtures above grade will be drained by gravity through
               soil  waste  stacks  and  house  drains  to  street  sewers.
          .b   Plugged  waste  and  vent  outlets will be provided at the toilet
               cores  for  future  tenant  improvements.
          .c   Toilet  Room  floor  drains  will  be  provided.

     .3   Domestic  Water  Supply  System:
          .a   Building will be fed by a metered water service from street main.
          .b   The City water street pressure is not adequate to feed the entire
               building.  A constant pressure domestic water pumping system will
               feed  the  building.
          .c   Pressure  reducing  valves  will  be  provided at tower floors to
               limit the pressure to a maximum of 80 psi. Valved outlets will be
               provided  at  the  toilet  cores  for future tenant improvements.
          .d   Domestic  hot water will be provided by individual electric water
               heaters  on  every  other  floor  to  service  the  restrooms.

     .4   Materials:
          .a   Domestic  Water  Piping Inside Building: Seamless copper, Type L,
               ASTM  B.88  with wrought copper or brass castings and 95.5 solder
               joints.
          .b   Domestic  Water  Piping  Outside  Building  Underground: Shall be
               coated,  seal-coated,  cement-lined  ductile iron bell and spigot
               water  pipe and Class 250 cast iron fittings with neoprene gasket
               or  mechanical  joints.


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<PAGE>
          .c   Soil,  Waste,  Vent  and Storm Water Piping Inside Building Below
               Ground:  Standard  weight,  cast  iron,  hub  and  spigot  with
               compression  type  neoprene  gasket  joints.
          .d   Soil,  Waste,  Vent  and Storm Water Piping Inside Building Above
               Ground:  Standard  weight,  no-hub cast iron with neoprene gasket
               and stainless steel bands. Piping 1 1/2" and smaller; Schedule 40
               galvanized  steel  with  galvanized  cast iron threaded fittings.
          .e   Fire  Protection  Inside  Building: Standard weight (Schedule 40)
               seamless or welded steel, ASTM A-120 or A-53. Galvanized pipe for
               drain  and  test  piping,  between  Siamese and check valve, pump
               suction  and  test relief piping. Fittings; Standard weight, cast
               iron  or  malleable  iron  threaded  or  Victaulic.
          .f   Fuel  Oil  Piping: Standard weight steel pipe, ASTM A-120 or A-53
               with  standard  weight steel welding fittings. Schedule 80 piping
               for  horizontal  runs.

11.3 Heating,  Ventilation  and  Air  Conditioning  Systems:

     .1   Basis  of Design: Uniform Building Code and Mechanical Code as amended
          by  the City of Los Angeles, City of Los Angeles Fire Code, California
          Title  24  Energy  Conservation Code for new non-residential buildings
          and  industrial  safety  orders.

     .2   Design  Conditions:

          Summer:     Outside  Dry  Bulb:104  F
                      Outside  Wet  Bulb:71  F
                      Inside  Dry  Bulb:75  F
                      Inside  Relative  Humidity:30%  -  60%
                      Mean  Daily  Range:  38  F

          Winter:     Outside  Dry  Bulb:30  F
                      Inside  Dry  Bulb:70  F
                      Inside  Relative  Humidity30%  -  60%

     .3   Cooling  Tower  Design:  Wet  bulb  77  F

     .4   Minimum Ventilation: Per ASHRAE Standard 62-1989 or 20.0 CFM/100 s.f.,
          whichever  is  higher.

     .5   Minimum Air Supply: Minimum average air supply rate of 1.0 CFM/s.f. of
          conditioned  space.

     .6   Basis  of  Design Conditions: Outdoor summer and winter conditions are
          for  Canoga  Park  from  climatic  data  for Region X, as published by
          Golden Gate and Southern California Chapters of ASHRAE, Fifth Edition,
          May  1982.  Summer  outdoor  design  temperatures  are coincident 0.1%
          design  dry  bulb  and  wet  bulb


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          temperatures.  Winter  outdoor  design  temperature is 0.2% design dry
          bulb  temperature. Indoor summer and winter conditions are recommended
          comfort  zone  temperatures  per  ASHRAE  Handbook, 1993 Fundamentals,
          Chapter  8.  Cooling  tower design wet bulb temperature is 0.1% summer
          design  wet  bulb temperature plus 3 F safety factor for recirculation
          and  wind  effect.

     .7   Interior  Loads:

          .a   Lights:  Average  1.5  watts/square  foot  maximum.

          .b   Equipment in General Office Space: Maximum continuous heat output
               equal  to  2.0  watts/square  foot  (6.8  BTU/square  foot  of
               conditioned  space).  (Approximately 4.5 to 5.5 watts/square foot
               connected  load.)

          .c   People:  100  square  feet/person

     .8   Performance  Requirements:

          .a   HVAC  Systems:  Cooling shall be provided for the entire occupied
               building,  except  loading  docks, mechanical equipment, utility,
               basement,  and trash room areas. Heating and ventilating shall be
               provided  for  the  entire  building.

     .9   Air  Handling Systems: The basic building, including public and leased
          areas,  shall  be  air  conditioned  by a central system. Any building
          areas  that require special air conditioning systems, or have extended
          hours  of  operation,  shall  be part of the Tenant Improvements Work.

          .a   General:  The  following  type  of  Central  Station air handling
               system  will  be  provided:

               .01  Two  central  station  built-up air handler systems with two
                    supply  fans  and  two  return fans in each station. Systems
                    will  be  variable  volume  type, with chilled water cooling
                    coil,  hot  water  pre-heat coil/warm-up coil, filters, etc.
                    The  system will be arranged for 100% outdoor air economizer
                    cycle for free-cooling during mild climate. Trunk duct shall
                    be  provided  installed  on  each  floor.  Reheat  shall  be
                    electrical.

          .b   Central  Station  Air  Handler  System:

               .01  System  shall be of the central station built-up type within
                    the  basement.  Each  station  shall be approximately 50% of
                    total  capacity.  Two air handler stations shall be provided
                    for  the  building.

               .02  System  shall  be  of  the single duct variable volume type,
                    with  cooling  by  chilled  water and pre-heat by hot water.
                    100%  outdoor  air  economizers  shall  be  provided.


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               .03  System  shall  be  draw  through  arrangement  with multiple
                    (minimum  2)  supply fans in parallel, chilled water cooling
                    coils,  stainless  steel  drain  pan,  30%  efficiency
                    pre-filters, 85% efficiency final filters, economizer mixing
                    section,  outdoor  and  return  economizer  dampers, minimum
                    outdoor  air  preheat  coil and two position minimum outdoor
                    air  dampers.

               .04  Return  fans  shall  be arranged for series arrangement with
                    the  supply  fans.  The  return fans shall be sized equal to
                    supply fans. Minimum outdoor ventilation shall be ensured by
                    true  fan  tracking  using  supply and return flow measuring
                    stations  and  tracking  controls.

               .05  Careful  consideration  shall  be  given  to  the acoustics.
                    Supply  and  return  air duct silencers, acoustical plenums,
                    acoustical ductwork, duct lining, etc., shall be included in
                    the  design  as required. The supply and return fans will be
                    housed  within  an  acoustic  enclosure,  including  floor
                    vibration  isolation  or  floating  floors  if  required.

               .06  Variable  volume  control  shall  be  achieved by electronic
                    variable speed drives. Inlet vanes or other mechanical means
                    of  volume  control  will  not  be  used.

               .07  All fans shall be fitted with two position isolation dampers
                    with damper motors and end switches for both open and closed
                    positions.  Strategies  for fan staging and damper operation
                    shall  be incorporated to ensure the safe loading of dampers
                    and  to  prevent  backspinning  of  fans.

               .08  Air  flow  measuring devices in the minimum outdoor air will
                    be  provided for monitoring the minimum ventilation air flow
                    as  required  by  T-24.

               .09  Preheat coils will be sized to preheat the outdoor air up to
                    70  F.

               .10  Cooling  supply air temperature shall be selected at no more
                    than  18  F. temperature and differential between supply air
                    outlet  air  temperature and room temperature or as required
                    to  ensure 1 cfm/square foot minimum average air supply rate
                    under  design  load  conditions.

               .11  Automatic  Controls: Direct digital type, and in addition to
                    the required controls and devices, to include all system and
                    equipment  monitoring  input  devices.


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                    .a   Supply  and  return  chilled  water  stub-outs  on each
                         floor, capped for future connections to tenant fan coil
                         units.  Stub-out  will  be located at the chilled water
                         riser  on  each  floor.

                    .b   Supply  and  return  condenser  water stub-outs on each
                         floor,  capped  for  future  connections  to  tenant
                         equipment.  Closed  circuit  cooling  tower on the roof
                         with  supply  and  return  risers,  pumps,  etc.

                    .c   After  hours  call  system  controlled  to  1/4  floor.

               .12  Toilet  Exhaust  System:  Sized  to  provide  a  minimum  of
                    2CFM/square  foot  exhaust  rate in the toilets. One exhaust
                    fan  with  variable  frequency drive will be provided on the
                    roof.  Toilet  exhaust  will  be ducted to the fans with low
                    pressure  ductwork.  Constant  volume  regulators  will  be
                    provided  at  each floor to regulate the exhaust volume from
                    each floor. A static pressure controller will be provided to
                    maintain  required  minimum negative pressure in the exhaust
                    duct  by  adjusting  the  fan  speed.

               .13  Elevator  Hoistway  Ventilation  System:  Gravity  vented
                    directly  to  the outside on the roof. Minimum 3 square feet
                    of  vent  area/car.

               .14  General Exhaust System: A general Exhaust/relief system will
                    be provided, which will also be the smoke exhaust system for
                    the building. 1500 cfm general exhaust and relief capability
                    per  floor.  The  system  will include an exhaust riser with
                    stub  ducts  and  fire/smoke  dampers on each floor. The fan
                    will  be  located  on  the  roof.  Under future tenant work,
                    tenants  will  connect  into  the  general exhaust system as
                    required.

               .15  Ventilation  Systems: Miscellaneous ventilation systems will
                    be  provided  as  follows:

                    .a   Engineers  Office:  Air-to-Air  heat pump with electric
                         supplementary heat, or chilled water fan coil unit with
                         electric  heat.

                    .b   Elevator  Machine  Rooms:  Packaged  rooftop  units  or
                         chilled  water  fan  coil  units.  The  units  will  be
                         arranged  to  operate  on  economizer  mode during mild
                         climate.  An  exhaust  fan will be provided for exhaust
                         relief,  during  economizer  mode  operation.

                    .c   Security  Room,  Fire  Control Room, etc.: These spaces
                         and  other  24-hour operating areas will be conditioned
                         by  chilled  water  fan  coil  units  or  split-system
                         air-cooled  direct  expansion units as required to meet
                         the  program  requirements.


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                    .d   Stairwell  Pressurization  System.

     11.3 .10  Major  Equipment  Sizes:  Two  (2)  350 ton chillers; (1) 100 ton
          chiller;  (1)  700  ton  cooling  tower,  dual  cell.

12.  ELECTRICAL

12.1 Electrical  Systems  and  Specialties:

     .1   Power  Service: 480/277 volt, three phase, 4 - wire. Transformers will
          be  located  in a vault in the basement. Main service circuit breakers
          will  be  sized  for approximately 15 VA per square foot to supply all
          lighting  and  power  loads.

     .2   Power  Distribution:  480/277  volt  bus  duct  risers  to  feed  four
          panelboards  on  each floor, elevators and air conditioning equipment.
          480-208/120  volt  dry type transformers located on selected floors to
          supply  120/208  volt  loads  in  tenant  areas.

     .3   Emergency  Power  System: Diesel engine driven generator to supply the
          following  loads:
          .a   Egress  lighting  and  exit  signs.
          .b   Power  for  one  elevator  at  a  time  in  each  bank.
          .c   Power  for  stair  pressurization  and  smoke evacuation systems.
          .d   Power  for  fire  alarm  and  security  systems.
          .e   Power  for  sump  pumps  and  sewage  ejectors.

     .4   Telephone  Raceway  System: Incoming service conduits from the Utility
          Company  to  the  main  termination  room in the basement. Conduits or
          cable  tray  from  main  terminal room to the building riser location.
          Slots  in  closet  floors  up  through  the building for riser cables.

     .5   Lighting  Control System: Microprocessor based system with stand alone
          control  panels  for  programming  lighting operating hours; telephone
          interface  for  tenant override and operator terminal for programming.

12.2 Fire  Alarm  System:  Microprocessor based, addressable point system, fully
     supervised,  with  the  following  features:

     .1   Fireman's  Control  Panel  incorporating  the  following:
          .a   Graphic  annunciator  for  all  alarms.
          .b   Provisions  for  selective  zone  paging.
          .c   Fireman's  telephone  system.
          .d   Control  for  elevators.
          .e   Controls  for  fan  systems.


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          .f   Control  for  smoke  evacuation  system.
          .g   Status  indication  for  emergency  generator  and  fire  pumps.
          .h   Control  for  unlocking  stair  doors.

     .2   Waterflow  alarms  and  valve  supervision.
     .3   Manual  pull  stations.
     .4   Smoke  detection  in  elevator  lobbies,  mechanical  and  electrical
          equipment  rooms  and  in  fan  systems.
     .5   Fireman's  telephone  system
     .6   Evacuation  paging  system.
     .7   Controls  for  air  conditioning,  smoke  evacuation  and  stair
          pressurization  system.
     .8   Operator  terminal  with  CRT,  keyboard  and  printer.

                     END OF BASE, SHELL & CORE DESCRIPTION



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                            SCHEDULE 2 TO EXHIBIT C
                            ------------------------

                                 CLOSE-OUT LIST


     Following  the  completion of the Tenant Improvements, Tenant or Contractor
shall  deliver  to  Landlord  the  following  items:

-    Building  Permit  Card  signed  by the appropriate City Inspectors, and, if
     applicable,  issuance  of  certificate of occupancy or its legal equivalent
     allowing  occupancy  of  the  Premises.
-    Punch  List  signed  by the appropriate Tenant Representative or Architect,
     indicating  that  all  punch-list  items  have  been corrected and that the
     Contract  is  fully  complete.
-    Issuance  of  the  Certificate  of  Substantial Completion by the Architect
     and/or  Engineers
-    Subcontractor  List  with  contact  names  and  telephone  numbers.
-    Finish  Schedule from the General Contractor indicating the manufacturer or
     supplier  and  specification  number  for  all  finishes  installed.
-    One  year  warranty  letters  from  the  General  Contractor  and  all
     subcontractors  (from  the  date  of  construction  completion).
-    Any manufacturer's warranties, equipment operating and instruction manuals,
     etc.,  for  any  equipment  installed  (e.g.,  package  A/C  units,  etc.)
-    Unconditional  Mechanic's  Lien  Releases  from  all  of  Tenant's  Agents
-    As-Built  Drawings covering the Tenant Improvements constructed pursuant to
     this  Tenant  Work Letter and any portions of the Base Building affected by
     such  construction,  with  each  sheet stamped "AS-BUILT" and signed by the
     appropriate  contractor  (one  to  be  sepia):
     -    Electrical
     -    HVAC
     -    Plumbing
     -    Fire  Sprinkler
     -    Architectural
-    List  of  "Spare  Parts" or "Attic Stock" remaining from Tenant Improvement
     construction,  if  not  previously  receipted  by  Landlord.
-    Consent of sureties to release of retention and final payments if required.


                        SCHEDULE 2 TO EXHIBIT C - Page 1
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                            SCHEDULE 3 TO EXHIBIT C
                            ------------------------

                               BUILDING STANDARDS

                        20TH CENTURY BUILDING STANDARDS

I.   BUILDING  STANDARDS  FOR  ALL  PREMISES.  The  components  used  in  the
     construction  of  the  Tenant  Improvements  shall  have  the  following
     specifications.  The following are minimum quality standards. Any reduction
     of  quality  requires  Landlord's  prior  approval.

     1.   Interior  Partitions
          --------------------

          Ceiling  height partition with 25 gauge, 2- metal studs, spaced 24" on
          center.  One layer 5/8" thick, type "X" gypsum board each side. Height
          of partition extending from floor slab to underside of ceiling grid at
          9'-  0"  above  finish floor at perimeter floor areas. Partition to be
          finish  taped  and  sanded  smooth  to  receive paint or wallcovering.
          Diagonal  bracing  per  Code.

     2.   Demising/Acoustical  Partition  (1-Hour  Rated)
          -----------------------------------------------

          Full  height partition from floor slab to underside of slab above with
          25  gauge,  2- metal studs, 24" on center. One layer, 5/8" thick, type
          "X"  gypsum  board  each side. Partition to be finish taped and sanded
          smooth  to  receive  paint  or wallcovering. Batt insulation (R-11) in
          cavity,  if  demising or acoustical. Sound boot installed in partition
          between  tenants.

     3.   Exterior  Window  Mullion  Connection
          -------------------------------------

          2"x  3/4"  black  closed  cell,  Durometer  40  +/- Neoprene tape with
          pressure  sensitive  adhesive  and  peel-off  cover compressed to 3/8"
          thick,  floor  to  ceiling  height  in  one  piece.

     4.   Acoustical  Ceilings
          --------------------

          2'x  2'  "Donn Fineline" 9/16" suspended grid system, 9'- 0" A.F.F. at
          perimeter  floor areas, seismic bracing per Code. 2'x 2' USG Acoustone
          "Frost Shadowline" tile with factory tegular edge, with 5/16" shoulder
          flush  with  face of grid. Interior spaces and the 1st floor Mail Room
          not  visible  from  exterior  through  use of building standard window
          covering,  may  utilize  drywall  and/or  alternate  ceiling  systems.

     5.   Hardware/Hardware  Finish
          -------------------------

          Sargent  8100  Series,  LNH  trim.  No. 630 satin dull stainless steel
          lever.  Keyway  to  match  Building  Master  Keying  System.


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     6.   Water  Heater
          -------------

          If  a  dishwasher  is  used: 20 gallon electric tank hot water heater,
          3kw,  277 volt, 1 phase, 60 hertz. Model No. DSE20, as manufactured by
          A.O.  Smith  (or  equivalent).  Pipe  water  heater drain and pressure
          relief  line to floor drain (drop and condensate funnel by J.R. Smith,
          or  equivalent).

     7.   Lighted  Exit  Sign
          -------------------

          Lithonia  Precise  Series,  #F2RP  (ELN  Series)  2-lamp F8T5 (or Code
          approved  equivalent),  8  watt  recessed  architectural edge lit exit
          sign:  single  or  double face, two (2) circuit 277 volt. Housing trim
          with  white  finish.  Green  letters  and  directional  arrows.

     8.   Fire  Speakers
          --------------

          Wheelock  E-9070  (or  Code approved equivalent). Cover to be selected
          from  Manufacturer's  standards.  All  Life/Safety components shall be
          furnished  and  installed  by  the  Building  Life/Safety  Contractor.

     9.   Smoke  Detectors
          ----------------

          Pyrotronics  Type "ID60" ionization (or Code approved equivalent). All
          Life/Safety  components  shall  be  furnished  and  installed  by  the
          Building  Life/Safety  Contractor.

     10.  Fire  Extinguisher
          ------------------

          Semi-recessed  Potter  Roemer  #7000  Alta  Series,  Model  #7063F-VAB
          (stainless  steel)  or  equivalent.

     11.  Fire  Sprinkler
          ---------------

          Semi-recessed  sprinkler  heads  with  white  escutcheon cover plates.

     12.  Heating  and  Air  Conditioning
          -------------------------------

          Interior Zone (Cooling Only): single duct variable air volume boxes as
          manufactured  by  Titus,  Krueger,  Anemostat,  or equal. Use Building
          Standard  controller.

          Exterior  Zone:  single  duct  variable air volume boxes with electric
          duct  heater  as  manufactured by Titus, Krueger, Anemostat, or equal.
          Use  Building  Standard  controller.

          Perforated face air diffusers, registers, and return air grilles: 24"x
          24"  as  manufactured  by  Titus,  Krueger,  Anemostat,  or equal Fire
          dampers  in all ducts penetrating fire rated walls. Separate zones for
          high  occupancy  rooms  (e.g.  --


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          large  conference  or  training rooms). Rigid ductwork except last (7)
          feet  in  flex  duct.

          Thermostats:  Johnson  (or  equivalent),  one per zone; mounted at 48"
          A.F.F.,  next  to  light  switch.

     13.  2'x  4'  or  2'x  2'  Fluorescent  Light  Fixtures
          --------------------------------------------------

          18  or  9-cell 3" parabolic low iridescent louver fluorescent lighting
          fixture  with  two (2) GE BIAX F40BX/SPX35/RS or two (2) F32T8RS 3500K
          lamps, (factory installed) with energy saving ballasts. Mid-range lamp
          color.  Maximum  fixture  depth  6"  and soft wire cables for 277 volt
          operation.  (Lithonia  2PM3-32-16LD  or  2PM5-CR40-9LD  or  equal).

     14.  Perimeter  Column  Paint
          ------------------------

          For  the side of the perimeter columns facing the glassline, the paint
          color  shall  be  Benjamin  Moore  GN-46.

     15.  Interior  Door  Assembly
          ------------------------

          Door:  3'-  0"  x  full height, solid core, 5-ply with 3/4" deep solid
          edge  inserts.  Door  Frame:  3'- 0" x full height, extruded aluminum.
          Bronze  anodized  aluminum finish to match door hardware. Snap-in trim
          section  at  head  and  jamb.

     16.  Painted  Surfaces  -  Partitions
          --------------------------------

          Two  coats  satin  or  flat finish, washable latex paint by Frazee, or
          approved  equal.

     17.  Vinyl  Composition  Tile
          ------------------------

          12"x 12"x 1/8" vinyl floor tiles, commercial grade, Armstrong Excelon,
          or  equal.  Colors  to  be  selected  from  manufacturers  standards.

     18.  Resilient  Base
          ---------------

          2-  "  straight  or  curved  base by Burke. Colors to be selected from
          manufacturer's  standards.

     19.  Recessed  Downlight/Wall  Washer
          --------------------------------

          Recessed  low  voltage 30 degree adjustable accent light, with an MR16
          lamp.  (20,  42,  or  50  watt),  white  finish,  installed  with
          self-contained  transformer.  (Halo  2450  or  equal).

          Open  reflector  fluorescent  277 volt downlight, 277 volt, 2-lamp #PL
          (13  watt)  high  power  factor  ballasts.


                        SCHEDULE 3 TO EXHIBIT C - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          Spread  lens fluorescent 277 volt wallwasher, 277 volt, 2-lamp #PL (13
          watt)  high  power  factor  ballasts.

     20.  Windows
          -------

          1"  Horizontal  mini-blinds--"Levelor". Color by 20th Century, subject
          to  landlords  approval.

     21.  Electrical
          ----------

          Standard  ivory  receptacles  and  switch  plates.  All telephone/data
          cabling  not  in  conduit  to  be  plenum  rated.

II.  ADDITIONAL  STANDARDS  FOR  PORTIONS  OF  PREMISES  LOCATED ON MULTI-TENANT
     FLOORS  ONLY.  If  a  portion of the Premises is leased as a multi-tenanted
     floor,  rather  than  a full floor, of the Building, the components used in
     the  construction of the Tenant Improvements located in such portion of the
     Premises  shall  have  the  following  specifications.

     1.   Corridor  Entrance  Door  Assembly,  Single
          -------------------------------------------

          For  tenants  of  less  than  3,000  rentable square feet that are not
          located  opposite  the elevator lobby doors, a single entry door, U.L.
          rated  20  minute  assembly,  must  be  used.

          Door:  3'-  0"  x  full height, solid core, 5-ply with 3/4" deep solid
          edge  inserts.

          Door  Frame:  3'- 0" x full height, extruded aluminum. Bronze anodized
          aluminum  finish.  Snap-in trim section at head and jamb. One (1) head
          and  two  (2)  jamb  seals.

          Hardware  Finish:  Sargent  8100  Series, LNH trim. No. 630 satin dull
          stainless  steel  lever.

               2    pair  butts
               1    lock  set  (with  2  each  lever  handles)
               1    door  closer
               1    door  stop
               1    threshold
               1    door  sweep

     2.  Corridor  Entrance  Door  Assembly,  Pair
         -----------------------------------------

          For  tenants  of  3,000  rentable  square feet or more and for tenants
          located  opposite  the  elevator lobby doors, double entry doors, U.L.
          rated  20  minute  assembly,  must  be  used.


                        SCHEDULE 3 TO EXHIBIT C - Page 4
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          Door:  (2)  3'-  0"  panels x full height, solid core, 5-ply with 3/4"
          deep  solid  edge  inserts.

          Door  Frame:  3'- 0" x full height, extruded aluminum. Bronze anodized
          aluminum  finish  to match door hardware. Snap-in trim section at head
          and  jamb.  One  (1)  head  and  two  (2)  jamb  seals.

          Hardware  Finish:  Sargent  8100  Series, LNH trim. No. 630 satin dull
          stainless  steel  lever.

               4    pair  butts
               1    lock  set  (with  2  each  lever  handles)
               1    dummy  lever  (with  inactive  strike)
               1    set  automatic  flush  bolts
               2    door  closers
               2    door  stops
               1    threshold
               2    door  sweeps
               1    coordinator
               1    rabbeted  door


                        SCHEDULE 3 TO EXHIBIT C - Page 5
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                            SCHEDULE 4 TO EXHIBIT C
                            ------------------------

                          BUILDING CONSTRUCTION RULES

                   TENANT CONTRACTOR RULES, REGULATIONS AND

                   SUPPLEMENTARY CONDITIONS FOR CONSTRUCTION

1.   INTRODUCTION.
     ------------

     These  "Construction  Parameters"  outline  for  all  general  contractors,
     sub-contractors  and  vendors  the  basic  guidelines  for  construction
     activities  within the building at 6303 Owensmouth Avenue (the "Building").
     Any work performed in the Building, whether it is constructed or supervised
     by  the  Landlord,  the  general contractor or the Tenant directly, must be
     done  in  accordance  with  the  Construction  Parameters set forth herein.
     Violation  of these rules and regulations may be the cause for the Landlord
     to  stop  work from continuing. As used herein, the term "Contractor" shall
     mean  any  general  contractor,  subcontractor,  vendor,  employee or agent
     employed  directly  or  indirectly  by  the  Tenant,  Landlord,  or general
     contractor.  The  term  "Project  Manager"  shall  mean the agent of Tenant
     overseeing  any  particular  work  of  construction.  In  the  event of any
     inconsistency  between  the  terms  of this Schedule 4 and the terms of the
     Tenant  Work  Letter to which this Schedule 4 is attached, the terms of the
     Tenant  Work  Letter  shall  control.

2.   REQUIREMENTS  PRIOR  TO  BEGINNING  WORK.
     ----------------------------------------

     Construction work will not be permitted to commence until the lease between
     the  Landlord  and  the Tenant is fully executed, the Landlord has reviewed
     and  approved all construction documents, the Tenant has deposited with the
     Landlord  any  monies  required  to  be  deposited  under the lease and the
     Contractor  has received a written Notice to Proceed. In addition, prior to
     the commencement of any construction, the following documents must be fully
     executed  and  on  record  with  the  Landlord:

     A.  In  the event the Tenant and its Contractor enter into an agreement not
     contracted  directly  with  the  Landlord,  the  Managing Agent will post a
     Notice  of  Non-Responsibility at the site and will file it with the County
     Recorder. It is the responsibility of the Tenant to administer the contract
     in  such  a  manner  as  to  keep  the  Building  lien  free.

     B.  Copies  of  all  permits  required  by  any  governmental  agencies for
     completion  of  the  work  (see  item  4c).

     C.  An  original "stamped" set of City approved construction documents must
     be  posted  at  the  site.

     D.  Certificates  of  insurance,  together  with  a  waiver  of  Landlord's
     liability  (see  item  5k).

     E.  A  letter  for  indemnification  (see  item  7).


                        SCHEDULE 4 TO EXHIBIT C - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     F.  A letter from the Contractor with a copy of the projected work schedule
     for  the project, a listing of contact names for each vendor/sub-contractor
     involved  with  the  work,  along  with normal business and emergency after
     hours  phone  numbers.  All  subcontractors,  laborers,  materialmen,  and
     suppliers  used  by  the  Contractor  must  be  approved  in writing by the
     Landlord. If the Landlord does not approve of any subcontractors, laborers,
     materialmen,  and  suppliers  used  by the Contractor, the Contractor shall
     submit  other proposed subcontractors, laborers, materialmen, and suppliers
     for  Landlord's  written  approval.

3.   CONTRACTOR'S  DUTIES  AND  STATUS.
     ---------------------------------

     The Contractor accepts the relationship of trust and confidence established
     between  him  and the Tenant and the Landlord. He covenants with the Tenant
     and  the  Landlord  to furnish his best skill and judgment and to cooperate
     with  the  Architect  in  furthering  the  interests  of the Tenant and the
     Landlord.  Contractor  agrees  to furnish efficient business administration
     and  to  use his best efforts to furnish at all times an adequate supply of
     workmen  and  materials, and to perform the Work in the best way and in the
     most  expeditious  and  economical manner consistent with good workmanship,
     sound  business  practice and the best interests of the Landlord. Except as
     expressly authorized in the Contract Documents, the Contractor has no right
     or  authority  of  any kind to act as the representative of or on behalf of
     the  Landlord.  Contractor is an independent contractor and not an agent of
     the  Landlord.

4.   WORKING  HOURS
     --------------

     Contractors  are  to  notify  the Managing Agent at 6301 Owensmouth Avenue,
     Suite  105  prior  to  starting any work. All jobs must be scheduled by the
     responsible  party  of  the  Contractor  or  vendor,  to  be  appointed  by
     Contractor  prior  to  project  commencement.

     A. All work is to be performed between the hours of 6:30 a.m. and 3:30 p.m.
     Monday  through  Friday, excluding holidays, Saturdays, and Sundays, unless
     prior  permission  is  granted  by  the  Landlord  or Landlord's designated
     managing  agent  ("Managing  Agent"),  to  deviate from this work schedule.
     Additionally, some work processes are restricted because of disturbances to
     surrounding  tenants  as  listed  below.

     B.  Whenever  Contractor will use construction methods which will result in
     prolonged  loud  noise (such as, but not limited to, tack stripping, coring
     or  jack  hammering) such activities will be limited to a time agreed to by
     the  Managing  Agent and Tenant. These activities may by conducted at hours
     other  than  these  only  by  permission  of  the  Managing  Agent.

     C.  The use of combustible glues, lacquers and paints or any odor producing
     products  on  weekdays between the hours of 6:30 a.m. and 3:30 p.m. must be
     coordinated in advance with Managing Agent; in occupied office spaces, such
     use  is  limited  to  after  6:00  p.m.  or  on  weekends.


                        SCHEDULE 4 TO EXHIBIT C - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     D.  Tenant  or  Tenant's  Agents  must  receive  written  authorization
     ("PASSDOWNS")  to  enter  the  building by contacting the Managing Agent at
     818/704-0500  each  time  you  plan to do work outside of the hours of 6:00
     A.M.  and  6:00  P.M.

5.   GENERAL  CONDITION  ISSUES
     --------------------------

     A.   Supervision  and  Construction  Procedures

          The  Contractor  shall  supervise  and  direct the work using its best
     skill  and  attention.  The  Contractor shall be solely responsible for all
     construction  means,  methods, techniques, sequences and procedures and for
     coordinating  all  portions  of  the  work  under  the  contract.

     B.   Rules  and  Regulations

          The  Contractor shall issue copies of the Rules and Regulations to all
     sub-contractors  with  bid requests. In addition, a copy shall be posted at
     all  times  during  construction  at  permit  locations.

     C.   Labor  and  Materials

          Unless  otherwise  specifically  agreed  to in writing, the Contractor
     shall  provide  and  pay  for  all  labor,  materials,  equipment,  tools,
     construction  equipment  and  machinery,  water,  heat,  utilities,
     transportation,  and other facilities and services necessary for the proper
     execution  and  completion  of  the  work.

     D.   Permits,  Fees,  and  Notices

          The contractor shall secure and pay for all permits, governmental fees
     and licenses necessary for the proper execution and completion of the work,
     which  are  applicable  at  the  time  work  begins.

          The  Contractor  shall  give  all  notices  and  comply with all laws,
     ordinances,  rules,  regulations and orders of any public authority bearing
     on  the  performance  of  the  work.  The Contractor shall arrange for Life
     Safety  test  with  the  proper  governmental  authorities  prior to tenant
     move-in.

     E.   Superintendent

          The  Contractor  shall employ a competent superintendent and necessary
     assistants  who  shall  be  in  attendance  at  the project site during the
     progress  of  the  work.  The  superintendent  shall be satisfactory to the
     Landlord  and  Tenant,  and shall not be changed except with the consent of
     the  Landlord  and  Tenant,  unless  the  superintendent  proves  to  be
     unsatisfactory  to  the  Contractor  and  ceases  to  be  in  its  employ.

     F.   Closed  Suite  Environment


                        SCHEDULE 4 TO EXHIBIT C - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     Suite  entrance  doors  are  to  remain  closed  at  all times, except when
     stocking.

     G.   Protection  of  Persons  and  Property

          The  Contractor  shall  comply  with  all applicable laws, ordinances,
     rules,  regulations  and  lawful  orders  of  any  public  authority having
     jurisdiction  for the safety of persons or property or to protect them from
     damage, injury or loss. Contractor shall erect and maintain, as required by
     existing conditions and progress of the work, all reasonable safeguards for
     safety  and  protection,  including posting danger signs and other warnings
     against  hazards  and  promulgating  safety  regulations.

          The  Contractor  shall  be responsible for initiating, maintaining and
     supervising  all  safety  precautions  and  programs in connection with the
     work.

               1)  The  Contractor shall take all reasonable precautions for the
          safety  of,  and  shall  provide  all reasonable protection to prevent
          damage,  injury  or  loss  to:

               a)  all employees on the project and all other persons who may be
               affected  thereby;

               b)  all  the  work  and  all  materials  and  equipment  to  be
               incorporated  therein,  whether  in  storage  on or off the site,
               under  the  care,  custody or control of the Contractor or any of
               its  vendors,  sub-contractors,  or  sub-subcontractors;

               c)  other  property  at  the  site or adjacent thereto, including
               trees,  shrubs, lawns, walks, pavements, roadways, structures and
               utilities  not  designated for removal, relocation or replacement
               in  the  course  of  construction.

          2)  The  Contractor  shall  be  responsible  for  providing  adequate
          protection  of  existing  building services, and/or tenant furnishings
          during  construction.  Plastic  must be taped down first, from wall to
          wall,  followed  by  tempered Masonite (4 x 8-1/4 inch panel) taped to
          the  floors and adjoining areas. Protect all corners, edges and joints
          to  have  adequate  anchoring  to  provide  safe  and  "trip  free"
          transitions.  Material  to  be  extra  heavy-duty  and  installed from
          freight elevator to the suite during construction. Plywood will not be
          accepted  in  lieu of Masonite. Materials used for protection will not
          bear  signage,  graffiti,  or  advertising.

     H.   Contractor's  Liability  Insurance

          The  Contractor  shall  purchase  and  maintain such insurance as will
     protect  the  Contractor from claims set forth below which may arise out of
     or result from the Contractor's operations under the contract, whether such
     operations  be  by  the  Contractor  or  by any sub-contractor or by anyone
     directly or indirectly employed by any of them, or by anyone for whose acts
     any  of  them  may  be  liable:


                        SCHEDULE 4 TO EXHIBIT C - Page 4
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          1)  claims under workmen's compensation, disability benefits and other
          similar  employee  benefit  acts;

          2)  claims for damages because of bodily injury, occupational sickness
          or  disease,  or  death  of  its  employees;

          3)  claims  for damages because of bodily injury, sickness or disease,
          or  death  of  any  person  other  than  its  employees;

          4)  claims  for  damages  insured  by  usual personal injury liability
          coverage  which  are  sustained  (a)  by  any person as a result of an
          offense  directly  or  indirectly  related  to  the employment of such
          person  by  the  Contractor,  or  (b)  by  any  other  person;  and

          5)  claims for damages because of injury to or destruction of tangible
          property,  including  loss  of  use  resulting  therefrom.

               The  insurance  required  above  for  bodily injury liability and
          property  damage (including automobile insurance) shall be written for
          no  less  than a combined single limit of $2,000,000 or as required by
          law,  whichever  is  greater.


               Such  insurance  shall  name  Landlord,  Landlord's  lender  and
          Landlord's  designated  Managing  Agent,  as Additional Named Insured.
          Certificates  of  Insurance  acceptable to the Landlord shall be filed
          with  the  Landlord  prior  to  commencement  of  the  work.  These
          Certificates  shall  contain  a provision that coverage afforded under
          the  policies  will  not  be  canceled until at least thirty (30) days
          prior  written  notice  has  been  given  to  the  Landlord.

               Contractor  must  wave  all  rights  against Landlord, Landlord's
          lender and Landlord's designated Managing Agent, for damages caused by
          perils  required  to  be  covered  by  the  foregoing  insurance,  and
          Contractor  shall  require  similar  waivers  from  any  and  all
          sub-contractors.

     i.   Documents  and  Samples  at  the  Site

               The  Contractor  shall  maintain at the site for the Landlord one
          record  copy  of  all Drawings, Specifications, Addenda, Change Orders
          and  other Modifications, in good order and marked currently to record
          all  changes  made  during  construction,  and approved Shop Drawings,
          Product  Data  and  Samples. These shall be available to the Landlord,
          the  Architect,  the Tenant and Project Manager and shall be delivered
          to  the  Landlord  upon  completion  of  the  work.

               All  original  documents  and  plans  which  have  received final
          approval by the City must be submitted to Landlord prior to payment of
          general  contractor  retention  invoice.

     j.   Responsibility  for  Damage


                        SCHEDULE 4 TO EXHIBIT C - Page 5
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
               1)   Should the Contractor wrongfully cause damage to the work or
          property  of the Landlord or the Tenant, or to other work on the site,
          the  Contractor  shall  promptly remedy such damage as directed by the
          Landlord.

               2)   Should  the  Contractor cause damage to the work or property
          of  any  sub-contractor, sub-subcontractor or separate contractor, the
          Contractor  shall,  upon  due  notice, promptly attempt to settle such
          matter  or  otherwise  to  resolve  the  dispute.

               If  such sub-contractor, sub-subcontractor or separate contractor
          sues  the Landlord or the Tenant on account of any such damage alleged
          to  have  been  caused  by  the Contractor, the Landlord or the Tenant
          shall  notify  the Contractor who shall defend such proceedings at the
          Contractor's  expense,  and  if  any  judgment  or  award  against the
          Landlord  or  the Tenant arises therefrom, the Contractor shall pay or
          satisfy  it  and  shall  reimburse  the Landlord or the Tenant for all
          attorney's  fees  and court costs which the Landlord or the Tenant has
          incurred.

6.   CONSTRUCTION  REQUIREMENTS
     --------------------------

     a.   Demolition

          The  Contractor shall disconnect all electrical, HVAC and plumbing (if
     any)  prior  to  demolition  and provide temporary construction lighting if
     necessary. The work shall be done by licensed electrical, HVAC and plumbing
     sub-contractors.

          All  abandoned  phone  lines,  plumbing  supply  and  waste lines, air
     conditioning  duct  work,  electrical  conduits,  etc.  are  to be removed.
     Coordination with Building Engineers is required prior to the disconnection
     of  services  or  work  relating  to  Building  Systems.

     b.   Life  Safety  System

          All  Life/Safety  and  applicable  Building  Codes  will  be  strictly
     enforced.  Coordination  with  the Chief Engineer is required. Requests for
     disablement  of  the  fire  alarm system must be received 48 hours prior to
     date  required.

          Contractor  is  to  verify with the Managing Agent the designated Life
     Safety  contractor  for the Building. The Life Safety system, electrical or
     mechanical  systems  may not be modified in any way, or made inoperative by
     Contractor  or  any  of Contractor's sub-contractors. If Contractor has any
     reason  to  interface  with  these  systems  or  if  damage  occurs  during
     construction,  contact  the  Managing  Agent",  for  direction immediately.

     c.   Electrical


                        SCHEDULE 4 TO EXHIBIT C - Page 6
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          The  Contractor  shall  ensure  that  the  following  requirements are
          adhered  to:

               1)   Electric  panel  schedules  must  be  brought  up  to  date,
          identifying  all  new  circuits  added.

               2)   All  electrical  outlets  and  lighting  circuits  are to be
          properly  identified.


               3)   All electrical and phone closets being used must have panels
          replaced  and  doors  shut at the end of each work day. Any electrical
          closet  that  is  opened with the panel exposed must have a workperson
          present.

               4)   All  electricians,  telephone  personnel,  etc.  will,  upon
          completion of their respective projects, pick-up and discard all their
          trash,  and leave their work areas in broom-clean condition. If debris
          is  not removed, clean-up will be conducted by the Building janitorial
          staff  and  will  be  backcharged.

7.   INDEMNIFICATION
     ---------------

     Contractor must indemnify and agree to hold Landlord, Landlord's lender and
     Landlord's designated Managing Agent, and their respective agents, officers
     and  employees,  harmless from all loss, cost, liability, damage or expense
     by reason of damage to the property of others or personal injury, including
     death,  which  may  arise from the Contractor's operations in the building,
     whether  by  the  Contractor  or  any sub-contractor, or anyone directly or
     indirectly  employed  by  either  of  them.

8.   RECORD  DRAWINGS
     ----------------

     The Contractor is required to provide Landlord with reproducible "As Built"
     record  drawings  including electrical, mechanical, plumbing, and sprinkler
     drawings and air balancing reports for all work permanently in place at the
     completion  of  each  project. Provisions shall be made in the Contractor's
     agreement  to  allow  for  the  creation  of these documents. Additionally,
     copies  of  all City "signed off" inspection cards from all appropriate and
     required  government agencies shall be submitted to Landlord as part of the
     record  drawing  set.

9.   TRADE  JURISDICTION
     -------------------

     The  Contractor  shall  properly  assign  the  work  to  be  performed  to
     appropriate personnel so as to properly execute the work in accordance with
     local  jurisdictions.  In  the  event  of  conflict  due  to jurisdictional
     dispute,  the Contractor shall take immediate and appropriate action to see
     that  there is no work stoppage due to the conflict of jurisdiction. Should
     conflict  interfere  with  other building operations, the Landlord reserves
     the  right  to stop the Contractor's work until such problems are resolved.


                        SCHEDULE 4 TO EXHIBIT C - Page 7
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
10.  HARMONIOUS  RELATIONS
     ---------------------

     The  Contractor and all subcontractors, laborers, materialmen and suppliers
     shall  conduct  their  activities  in and around the Premises, Building and
     Project  in  a  harmonious  relationship  with  all  other  subcontractors,
     laborers,  materialmen  and  suppliers  at  the  Building  and  Project.

11.  SALVAGEABLE  MATERIALS
     ----------------------

     The  Contractor  shall  return to the Project Manager or Landlord all attic
     stock,  spare  parts  and  salvageable  materials removed from any existing
     permanent  work.  These  items  are  to  be  stored  by the Contractor at a
     location  determined  by the Project Manager and/or Landlord. Additionally,
     reusable  carpet  excess  should  be rolled and tagged and submitted to the
     Project  Manager  for  storage and potential reuse during remodeling years.

12.  PROVISION  OF  TEMPORARY  UTILITIES
     -----------------------------------

     a.   Power  and  Lighting

          The  Landlord  shall  provide,  at  its  expense,  power  at  the main
     electrical  panel  on  each  floor. The Contractor shall be responsible for
     providing  at  its  expense, cable extensions and for making connections to
     the  floor  electrical panels for temporary power. Contractor shall also be
     responsible  for  supplying,  at  its  expense,  any  temporary  or special
     lighting  required  for  its  work.


     b.   Water

          Landlord shall provide water at the janitor's closet on each floor and
     at  future tenant hookup locations. The Contractor shall be responsible for
     providing,  at  its expense, hose connections and for making connections to
     the  outlets  provided.  Contractor  is  also responsible to ensure that no
     water  damage  is  done  to existing finishes and to ensure that no leakage
     occurs  onto  other  floors.

     c.   Heating,  Ventilation  and  Air  Cooling

          The  Landlord shall furnish heating, ventilation or air cooling to the
     work  space during normal construction hours. Upon request from Contractor,
     Landlord  shall  operate  the ventilation system for the Building as may be
     reasonably required during the construction, including those periods during
     and  after  application of finishes, which services shall not be charged to
     the  Contractor  during normal construction hours, but shall be backcharged
     during  other  hours.


                        SCHEDULE 4 TO EXHIBIT C - Page 8
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     d.   Telephones

          The  Landlord  has  no  obligation to provide telephone service to the
     Contractor  other  than  the  pay  phone  services  designed for public use
     located  in  the  Building.  The  Contractor shall not disturb the Managing
     Agent  or  other  tenant  offices  for  use  of  their  telephone.

     e.   Fire  Protection

          The  Contractor  shall  be  responsible  for seeing that portable fire
     extinguishers  are  provided  in  sufficient  quantity  to  satisfy  the
     requirements of the City fire inspector. Additionally, the Contractor shall
     provide  a  fire  watch  during  any  welding,  burning  or  other activity
     involving  open  flame  or  arc  flame.  Lastly,  the  Contractor  shall
     specifically  note  that  the  general  fire  protection systems within the
     Building  are  active and must remain active during tenant buildout. Before
     starting  any  sprinkler system rework, Contractor must contact Landlord or
     the  Managing  Agent to make arrangements for shut down and draining of the
     individual floor systems where work is to be performed. The actual cost for
     the  floor  work  for draining and refilling the system will be paid by the
     Contractor.

13.  ELEVATORING,  HOISTING  AND  DELIVERIES
     ---------------------------------------

     a.   General  Use

          All  Contractor  materials  and workmen shall be transported using the
     service  elevator. Under no circumstances will the general elevator systems
     be  used for material or workmen movement. During the hours of 8:00 a.m. to
     3:30  p.m.,  Monday  through  Friday,  excluding  holidays,  Saturdays, and
     Sundays,  the  service elevator shall be restricted to use for the movement
     of  workmen,  tools  and  light  materials  only.  During this time period,
     stocking  of  major  materials  will  not  be  allowed.

          Use  of the service elevator will be shared with other Contractors and
     other  service  vendors  working  in  the  building.

     b.   Stocking  and  Material  Movement

          Stocking  and material movement shall be accomplished after hours only
     (before  8:00  a.m.  and after 3:30 p.m., Monday through Friday and all day
     Saturdays,  Sundays,  and  holidays). The service elevator must be reserved
     through  the Managing Agent, and reservations shall be allocated on a first
     come  first  serve  basis.  If  it  should  become  necessary to provide an
     operator  for  the  elevator, the cost of such operator will be invoiced to
     Contractor  or  Tenant.  In  addition,  should  the  Contractor reserve the
     service  elevator  and  fail  to use its services, the Contractor or Tenant
     shall  nevertheless be charged for the elevator operator. Should Contractor
     wish  to  cancel  its  reservation,  it  must  do  so  24 hours in advance.


                        SCHEDULE 4 TO EXHIBIT C - Page 9
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
14.  DELIVERIES  AND  ON  SITE  STORAGE
     ----------------------------------

     a.   General

          The  Contractor  shall  deliver  materials to the job site in order to
     provide  for  the  proper  execution  of  its work in a continuous fashion.
     Contractor  shall be responsible to provide adequate protection as required
     for public property, private property, utilities and materials and shall be
     responsible  for  the  safety  of workmen in accordance with the applicable
     codes,  laws and regulations of governing agencies having jurisdiction. Any
     damages  caused  by  the  Contractor's negligence shall be corrected by the
     Contractor  in  a  manner  approved  by  the  Landlord  and/or  the  ruling
     government  agency  at  the  Contractor's  expense.

     b.   Staging

          The  Contractor  may  stockpile material only in areas approved by the
     Landlord  or  the Managing Agent. If materials are stockpiled in unapproved
     areas  which create interference or obstruction with the work of others, or
     if  overloading  of  the rated capacity of the structural slab occurs, such
     materials  must  be  relocated by the Contractor at its expense. The use of
     "staging  areas" outside of the demised area of the Tenant's space shall be
     allowed  only with prior approval of the Landlord or the Managing Agent and
     shall  be  restricted  to  that zone and that time period authorized by the
     Landlord  or the Managing Agent in writing. These areas must be vacated and
     left  in  "like  new"  condition  at  the  end  of  such  period.

15.  CLEANUP  AND  RUBBISH  REMOVAL
     ------------------------------

     The  Contractor  shall at all times keep the project free from accumulation
     of  waste  material  or  rubbish  caused  by  its  employees  or  its
     sub-contractors.  Cleanup  and rubbish removal shall occur on a daily basis
     to  the  satisfaction  of  the  Landlord.  Contractor  is  responsible  for
     providing  its  own means of trash disposal and shall not be allowed to use
     the  building's trash compactors, bins and/or dumpster system. The Managing
     Agent assumes no responsibility for the -- bins. Bins must be delivered and
     maintained  in  good  condition  and  free  of  graffiti.

     All  core  elements,  including  the restrooms, elevator lobbies and public
     corridors,  shall  be kept clean at all times. When Contractor requires the
     use  of  these  areas, provisions must be made for the proper protection of
     existing  services  to  prevent  damage  or  excessive  wear.

     Final  cleaning  will  include  cleaning  of  all  window  mullions,  light
     diffusers, cleaning of cabinets and sinks, vacuuming of carpet, cleaning of
     VCT.

16.  RESTROOMS
     ---------

     The  Contractor  shall  be  allowed  to  use the restroom facilities on the
     floors  on  which it is working unless otherwise specified by Landlord. The
     Contractor  must  include  these


                        SCHEDULE 4 TO EXHIBIT C - Page 10
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     restroom  facilities  on  its  punch list of deficiency items as it will be
     charged  for any damage to these areas found during or after the completion
     of  its  work. Further, Contractor shall maintain these restroom facilities
     and  protect  them  until  such  time  as  its  work  is  complete.

     Absolutely no disposal of paint, drywall compound or cement will be allowed
     in  restrooms  or  janitor  sinks.

17.  PARKING
     -------

     To the extent available on-site, parking will be provided free of charge to
     the  Contractor,  employees of the Contractor, sub-contractors and vendors,
     who  shall  comply  with such parking rules and regulations as the Landlord
     may  establish.

18.  MISCELLANEOUS
     -------------

     a.   The  Contractor  shall at all times enforce strict discipline and good
     order  among  its employees and shall not employ any unfit person or anyone
     not  skilled  in  the task assigned to the Contractor. The Contractor shall
     restrict  access  of  its  personnel  to  the  areas of its work within the
     building.  Workers  are  not  to be permitted on floors not involved in the
     work,  and  at no time shall workers be allowed on other occupied floors or
     the  main  lobby  areas  of  the  buildings.

     b.   Radios, tape decks or other amplified sound equipment are not allowed.

     c.   Anyone found defacing any portion of the Project in any manner will be
     subject  to  immediate  dismissal  from  the  Project.

     d.   Use  of  Tenant  lounges  or  kitchen  areas  is  strictly prohibited.
     Construction  personnel  are  to refrain from using building common area or
     exterior  seating  for  breaks.  Food and related lunch debris is not to be
     left  in  the  suite  under  construction.

     e.   A shirt must be worn at all times while on the project site. Offensive
     T-shirts  or  tank  tops  are  prohibited.

     f.   Alcohol  and  drugs  are  strictly  prohibited.

19.  TELEPHONE/DATA  CABLING
     -----------------------

     The Tenant's cabling vendor is responsible for pulling the telephone and/or
     data  cable.  The Tenant's vendor must obtain a permit from the appropriate
     government authority. All cable must be plenum approved and secured per the
     City Building Codes. The Tenant's cabling vendor is responsible for calling
     for  any  inspections  required  under  this  permit.

     In all plenum environments, the cable installed is to be a "fire protected"
     cable or "plenum rated" cable. In any space where the conduits are home run
     rather  than  stubbed


                        SCHEDULE 4 TO EXHIBIT C - Page 11
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     out into the plenum, a standard cable is acceptable. Standard cable is also
     acceptable  in the conduited home run from the Tenant's backboard, in their
     suite,  to  the  telephone/communications  closet/room  in  the core of the
     building  on  each  floor.

     The Tenant's cabling vendor must suspend all cabling from the deck above by
     wires  independent  of all other trades. In no instance should any cable be
     tied  off  to  any  other trade including but not limited to the following:
     sprinkler  heads  or  pipe, electrical conduit or the wires used to suspend
     the conduit, HVAC ducting, or ceiling grid wires. All wiring to be held 12"
     above  ceiling and supported every 48". In no instance should cable be left
     laying  on  the  duct  work  or  on  the  ceiling  grid.

     The  Tenant's  cabling  vendor  is  responsible  for  the correction of any
     deficient  situations within 24 hours of notification that the installation
     does  not  meet  the  above  requirements.

THE  RULES  AND  REGULATIONS  WILL BE STRICTLY ENFORCED.  THE MANAGING AGENT AND
ENGINEERING  DEPARTMENT  WILL  ASSIST  TO  MAKE  YOUR  JOB  EASIER.  HOWEVER,
CONTRACTORS  WHO DO NOT OBSERVE THE RULES AND REGULATIONS WILL NOT BE ALLOWED TO
PERFORM  WORK  WITHIN  THIS  PROJECT.

ACCEPTED:


TENANT:                                     CONTRACTOR:

20TH CENTURY INSURANCE COMPANY              [NAME OF COMPANY]

--------------------------------            ------------------------------
Bernard F. Landgraf                         Signature

Date:                                       Date:


                        SCHEDULE 4 TO EXHIBIT C - Page 12
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                            SCHEDULE 5 TO EXHIBIT C
                            ------------------------

     The  following  articles  of  personal  property  may  be  removed from the
Building by Tenant at any time during the Lease Term, regardless of whether such
articles  of  personal  property  are  characterized  under  the  Lease  as  (i)
"Landlord's  property"  in  whole  or  in  part  for tax, insurance or any other
purpose,  (ii)  "Tenant  Improvements,"  or  (iii)  "Alterations:"

                    Moveable  Partitions

                    Security  Equipment  (Card  Key,  Video  Cameras,  etc.)

                    Telephone,  Communication,  and  Telecommunication Equipment
                    (including  Microwave  and  Infrared  Antennas)

                    Special  Air-Conditioning  Equipment

                    Chandeliers  and  Special  Light  Fixtures

                    Kitchen  Equipment  (Freezers,  Refrigerators,  Microwaves,
                    Dishwashers,  Dish  Warmers,  etc.)

                    Exercise  Equipment  and  Lockers

                    Artwork

                    Emergency  Generators

                    Raised  Flooring  Systems

                    Special  Electrical Panels, Power Conditioning Equipment and
                    UPS  Systems

                    Office  Furniture  and  Furnishings,  including  Modular
                    Furniture  Systems,  Shelving  Systems, and Custom Built-Ins

                    Detachable  Custom  Millwork

                    All  Millwork and Built-Ins in the Offices of Tenant's Chief
                    Executive  Officer  and  President

                    Duplicating/Reproduction  Machines

                    Computers,  Terminals  and  Computer  Equipment

                    Audiovisual  Equipment

                    Vending  Machines

                    Signage  (whether  in  the  Premises  or  the Project Common
                    Areas)

                    Window  Coverings  (Excluding  Building  Standard Coverings)

                    Appliances

                    Vaults  and  Safes

                    Mailroom  Equipment


                        SCHEDULE 5 TO EXHIBIT C - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT D
                                   ----------

                               20TH CENTURY PLAZA

                  SUPPLEMENTAL AGREEMENT RE:  LEASE TERM DATES

                                             , 19
                             ---------------    --

To:
     -----------------------

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

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

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


     Re:  Office  Lease  dated  _______________, 19__ between _______________, a
          _______________ ("Landlord"), and _________________, a _______________
          ("Tenant")  concerning  Suite  ______  on  floor(s) ___________ of the
          office  building  located at _______________, Los Angeles, California.

Gentlemen:

     In  accordance  with  the referenced Office Lease (the "Lease"), we wish to
advise  you  and/or  confirm  as  follows:

     1.     The  Lease  Term  shall  commence  on  or  has  commenced  on
_______________  for  a  term  of  _______________  ending  on  _______________.

     2.     Rent  commenced  to  accrue  on  ______________,  in  the amount of
_______________

     3.     If  the  Lease Commencement Date is other than the first day of the
month,  the  first  billing  will  contain  a pro rata adjustment.  Each billing
thereafter,  with  the  exception  of  the  final billing, shall be for the full
amount  of  the  monthly  installment  as  provided  for  in  the  Lease.

     4.     Your  rent  checks  should  be  made  payable to _______________ at
_______________.

     5.     The  exact  number  of  rentable square feet within the Premises is
_______________ square feet, and the number of parking passes to which Tenant is
entitled  is  ___________________.

     6.     Tenant's  Share as adjusted based upon the exact number of rentable
square  feet  within  the  Premises  is  __________%.


                                             "Landlord":


                                             ---------------------------,


                               EXHIBIT D - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                            a
                                             ---------------------------

                                          By:
                                             ---------------------------

                                         Its:
                                             ---------------------------

Agreed to and Accepted as

of                 ,  19
   ----------------     --

"Tenant":

-----------------------------,

a
 ----------------------------

By:
   --------------------------

Its:
    -------------------------


                               EXHIBIT D - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>

                                   EXHIBIT E
                                   ----------

                               20TH CENTURY PLAZA

                             RULES AND REGULATIONS

     Tenant  shall  faithfully  observe  and comply with the following Rules and
Regulations.  Landlord shall not be responsible to Tenant for the nonperformance
of any of said Rules and Regulations by or otherwise with respect to the acts or
omissions  of  any  other  tenants  or  occupants  of  the  Project.

     1.   Tenant  shall  not  alter  any  lock  or install any new or additional
locks  or  bolts  on  any  doors  or  windows  of the Premises without obtaining
Landlord's  prior  written  consent,  which  shall not unreasonably be withheld.
Tenant  shall  bear  the  cost of any lock changes or repairs required by Tenant
unless  necessitated  due  to  loss or misuse of keys by Landlord or its agents.
Four (4) keys will be furnished by Landlord for the Premises, and any additional
keys  required  by Tenant must be obtained from Landlord at a reasonable cost to
be  established by Landlord.  All locks, other than those to Tenant's restricted
areas  previously  approved  by  Landlord,  must remain on Landlord's master key
system.

     2.   All  doors  opening  to  public  corridors shall be kept closed at all
times  except  for  normal  ingress  and  egress  to  the  Premises.

     3.   Landlord  reserves  the  right  to  close and keep locked all entrance
and exit doors of the Building during such hours as are customary for comparable
buildings  in  the  greater  Los Angeles area.  Tenant, its employees and agents
must  be sure that the doors to the Building are securely closed and locked when
leaving  the  Premises  if  it  is  after  the  normal hours of business for the
Building.  Any  tenant,  its  employees, agents or any other persons entering or
leaving  the  Building  at any time when it is so locked, or any time when it is
considered  to  be after normal business hours for the Building, may be required
to sign the Building register.  Access to the Building may be refused unless the
person  seeking  access  has  proper identification or has a previously arranged
pass  for  access to the Building.  The Landlord and its agents shall in no case
be liable for damages for any error with regard to the admission to or exclusion
from  the  Building  of  any  person.  In  case  of  invasion, mob, riot, public
excitement, or other commotion, Landlord reserves the right to prevent access to
the Building or the Project during the continuance thereof by any means it deems
appropriate  for  the  safety  and  protection  of  life  and  property.

     4.   No  bulky  furniture,  freight  or  equipment  of  any  kind  shall be
brought into the Building without prior notice to Landlord.  All moving activity
into  or  out  of the Building shall be scheduled with Landlord and done only at
such  time and in such manner as Landlord reasonably designates.  Landlord shall
have the right to prescribe the weight, size and position of all safes and other
heavy property brought into the Building and also the times and manner of moving
the  same  in  and out of the Building.  Safes and other heavy objects shall, if
considered  necessary  by  Landlord,  stand  on supports of such thickness as is
necessary  to  properly distribute the weight.  Landlord will not be responsible
for  loss  of or damage to any such safe or property in any case.  Except to the
extent  resulting  from  the  negligence  or  wilful misconduct of Landlord, any
damage  to


                               EXHIBIT E - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
any  part  of  the  Building,  its  contents, occupants or visitors by moving or
maintaining any such safe or other property shall be the sole responsibility and
expense  of  Tenant.

     5.   No  furniture, packages, supplies,  equipment  or  merchandise will be
received  in  the  Building  or  carried  up or down in the elevators (except as
reasonably  established  by Landlord and provided that Landlord's standard shall
be  consistent  with  those  standards  established  by  landlords of Comparable
Buildings),  except  between  such  hours, in such specific elevator and by such
personnel  as  shall  be  designated  by  Landlord.

     6.   The  requirements  of  Tenant  will  be  attended  to  only  upon
application  at the management office for the Project or at such office location
designated  by Landlord.  Employees of Landlord shall not perform any work or do
anything  outside  their  regular  duties unless under special instructions from
Landlord.

     7.   Tenant  shall  not  disturb,  solicit,  or canvass any occupant of the
Project  and shall cooperate with Landlord and its agents of Landlord to prevent
same.

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

     9.   Tenant  shall  not  overload  the  floors  of  the  Premises.

     10.  Except  for  vending  machines  intended  for the sole use of Tenant's
employees  and  invitees,  no  vending machine or machines other than fractional
horsepower  office  machines shall be installed, maintained or operated upon the
Premises  without  the  written  consent  of  Landlord.

     11.  Tenant  shall  not  use  or  keep in or on the Premises, the Building,
or  the Project any kerosene, gasoline or other inflammable or combustible fluid
or  material,  except  as  provided  in  SECTION  19.25.2  of  the  Lease.
                                         ----------------

     12.  Tenant  shall  not  without  the prior written consent of Landlord use
any  method of heating or air conditioning other than that supplied by Landlord.

     13.  Tenant  shall  not  permit  or  allow  the  Premises to be occupied or
used  in  a  manner  offensive  or  reasonably  determined  by  Landlord  to  be
objectionable  to Landlord or other occupants of the Project by reason of noise,
odors, or vibrations, or interfere in any way with other tenants or those having
business  therein.

    14.     Tenant  shall  not  bring into or keep within, the Building or the
Premises  bicycles  or other vehicles, nor bring into or keep within the Project
any  animals  (except  seeing  eye  dogs accompanied by their masters), birds or
fish,  except  as  provided  in  ARTICLE  18  of  the  Office  Lease.
                                 -----------

     15.  No  cooking  shall  be  done  or  permitted on the Premises, nor shall
the  Premises  be  used  for  the storage of merchandise, for lodging or for any
improper,  objectionable  or  immoral


                               EXHIBIT E - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
purposes.  Notwithstanding  the  foregoing,  Underwriters'  Laboratory-approved
equipment  and  microwave ovens may be used in the Premises for heating food and
brewing  coffee,  tea,  hot  chocolate  and  similar beverages for employees and
visitors,  provided  that such use is in accordance with all applicable federal,
state  and  city  laws,  codes,  ordinances,  rules  and  regulations.

     16.  Landlord  will approve where and how telephone and telegraph wires are
to  be  introduced  to  the  Premises.  No  boring or cutting for wires shall be
allowed without the consent of Landlord. All such wires, borings and/or cuttings
in  connection with the construction and installation of the Tenant Improvements
and  as  shown  on the Approved Working Drawings (as such term is defined in the
Tenant  Work  Letter)  are  hereby  consented  to  by  Landlord.

     17.  Landlord  reserves  the  right  to  exclude  or expel from the Project
any  person  who,  in  the  judgment  of  Landlord,  is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in violation
of  any  of  these  Rules  and  Regulations.

     18.  Tenant,  its  employees  and  agents  shall  not  loiter  in or on the
entrances,  corridors,  sidewalks,  lobbies, halls, stairways, elevators, or any
Common  Areas  for  the  purpose  of  smoking  tobacco products or for any other
purpose,  nor in any way obstruct such areas, and shall use them only as a means
of  ingress  and  egress  for  the  Premises.

     19.  Tenant  shall  not  waste  electricity,  water or air conditioning and
agrees  to  cooperate fully with Landlord to ensure the most effective operation
of  the  Building's  heating  and  air  conditioning  system.

     20.  No  material  shall  be  placed  in  the trash boxes or receptacles if
such  material  is of such nature that it may not be disposed of in the ordinary
and  customary manner of removing and disposing of trash and garbage in Woodland
Hills,  California  without  violation  of  any  law or ordinance governing such
disposal.  All  trash,  garbage  and  refuse disposal shall be made only through
entry-ways  and  elevators  provided for such purposes at such times as Landlord
shall  designate.

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

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

     23.  No  awnings  or  other  projection  shall  be  attached to the outside
walls  of  the Building without the prior written consent of Landlord, not to be
unreasonably  withheld.  No  non-Building  standard  curtains, blinds, shades or
screens which may be visible from the exterior of the Premises shall be attached
to  or  hung  in, or used in connection with, any window or door of the Premises
without  the prior written consent of Landlord.  All electrical ceiling fixtures
hung  in  offices  or  spaces  along  the perimeter of the Building must be of a
quality,  type,  design  and  bulb  color  reasonably  approved  by  Landlord.


                               EXHIBIT E - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     24.  The  sashes,  sash  doors,  skylights, windows, and doors that reflect
or admit light and air into the halls, passageways or other public places in the
Building  shall  not  be covered or obstructed by Tenant, nor shall any bottles,
parcels  or  other  articles  be  placed  on  the  windowsills.

     25.  Tenant  shall  comply  with  any  non-smoking ordinance adopted by the
City  of  Los  Angeles  or  any  other  applicable  governmental  authority.

     Landlord reserves the right at any time to reasonably change or rescind any
one  or  more  of these Rules and Regulations, or to make such other and further
reasonable Rules and Regulations as in Landlord's judgment may from time to time
be  reasonably necessary for the management, safety, care and cleanliness of the
Premises,  Building,  the Common Areas and the Project, and for the preservation
of  good  order  therein,  as well as for the convenience of other occupants and
tenants therein; provided, however, that no such change, rescission, addition or
amendment  shall prevent Tenant's use of the Premises in accordance with SECTION
                                                                         -------
5.1  of the Lease. Landlord shall not be obligated to enforce any of these Rules
---
and  Regulations  against  any  tenant; however, Landlord shall not discriminate
against Tenant in the enforcement of these Rules and Regulations (as compared to
other  tenants of the Building). Tenant shall be deemed to have read these Rules
and  Regulations  and  to  have  agreed  to  abide by them as a condition of its
occupancy  of  the  Premises.


                               EXHIBIT E - Page 4
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT F
                                   ----------

                               20TH CENTURY PLAZA

                              ESTOPPEL CERTIFICATE

     The  undersigned  as  Tenant  under that certain Office Lease (the "Lease")
made  and  entered  into  as  of  _______________,  _____  by  and  between
_______________  as Landlord, and the undersigned as Tenant, for Premises on the
_______________  floor(s) of the office building located at _______________, Los
Angeles,  California  _______________,  certifies  as  follows:

     Attached  hereto  as  EXHIBIT A is a true and correct copy of the Lease and
                           ---------
all  amendments and modifications thereto.  The documents contained in EXHIBIT A
                                                                       ---------
represent  the  entire  agreement  between  the  parties  as  to  the Premises.

     The undersigned currently occupies the Premises described in the Lease, the
Lease  Term  commenced  on  _______________,  and  the  Lease  Term  expires  on
_______________,  and  the  undersigned has no option to terminate or cancel the
Lease  or  to  purchase all or any part of the Premises, the Building and/or the
Project.

     Base  Rent  became  payable  on  _______________.

     The  Lease  is  in  full  force  and  effect  and  has  not  been modified,
supplemented  or  amended  in  any  way  except  as  provided  in  EXHIBIT  A.
                                                                   ----------

     Tenant has not transferred, assigned, or sublet any portion of the Premises
nor  entered  into  any  license  or  concession agreements with respect thereto
except  as  follows:

     All  monthly installments of Base Rent, all Additional Rent and all monthly
installments  of estimated Additional Rent have been paid when due through . The
current  monthly  installment  of  Base  Rent  is  $_______________.

     All  conditions  of  the Lease to be performed by Landlord necessary to the
enforceability  of  the Lease have been satisfied and Landlord is not in default
thereunder.  In  addition,  the  undersigned  has  not  delivered  any notice to
Landlord  regarding  a  default  by  Landlord  thereunder.

     No  rental  has  been  paid  more  than  thirty (30) days in advance and no
security  has  been  deposited  with  Landlord except as provided in the Lease.

     As  of  the  date hereof, there are no existing defenses or offsets, to the
undersigned's  knowledge,  claims or any basis for a claim, that the undersigned
has  against  Landlord.

     Tenant  hereby  represents  and  warrants  that Tenant is a duly formed and
existing  entity qualified to do business in California and that Tenant has full
right  and  authority  to execute and deliver this Estoppel Certificate and that
each  person  signing  on  behalf  of  Tenant  is  authorized  to  do  so.


                               EXHIBIT F - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     There  are  no actions pending against the undersigned under the bankruptcy
or  similar  laws  of  the  United  States  or  any  state.

     Other  than  in  compliance  with all applicable laws and incidental to the
ordinary  course  of  the  use  of the Premises, the undersigned has not used or
stored  any  hazardous  substances  in  the  Premises.

     To the undersigned's knowledge, all tenant improvement work to be performed
by  Landlord under the Lease has been completed in accordance with the Lease and
has  been  accepted by the undersigned and all reimbursements and allowances due
to  the  undersigned  under  the Lease in connection with any tenant improvement
work  have  been  paid  in  full.

     The  undersigned  acknowledges  that  this  Estoppel  Certificate  may  be
delivered  to  Landlord  or to a prospective mortgagee or prospective purchaser,
and  acknowledges  that said prospective mortgagee or prospective purchaser will
be  relying upon the statements contained herein in making the loan or acquiring
the  property  of  which  the Premises are a part and that receipt by it of this
certificate  is  a  condition  of  making such loan or acquiring such property.

Executed  at  _______________  on  the  ___  day  of  _______________,  ______


                                             "Tenant":

                                             -----------------------------,

                                             a
                                              ----------------------------

                                             By:
                                                --------------------------

                                              Its:
                                                  ------------------------

                                             By:
                                                --------------------------

                                              Its:
                                                  ------------------------


                               EXHIBIT F - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
               [ATTACH LEASE AND AMENDMENTS TO THIS CERTIFICATE]


                               EXHIBIT F - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT G
                                   ----------

                               20TH CENTURY PLAZA

                             BASEMENT STORAGE AREAS


                               EXHIBIT G - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT H
                                   ----------

                               20TH CENTURY PLAZA

                           HVAC DESIGN SPECIFICATIONS

     1.     System  Description  Summary.   The  Heating,  Ventilation  and Air
Conditioning  ("HVAC")  system  design  is based on American Society of Heating,
Refrigerating  and  Air Conditioning Engineers ("ASHRAE") standards.  The summer
outdoor  design  temperature is 104 F (0.1% design condition); the indoor design
temperature is  +-75 F.  The design interior power load is 2.0 watts/square foot
(6.8 BTU/square foot) continuous heat-out (corresponding to approximately 4.5 to
5.5  watts/square  foot connected load). Outside air for ventilation is designed
to be supplied at a minimum of 20 CFM per person as per ASHRAE Standard 62-1989.
Design  occupant  density  and  ventilation  rate are to be based on an occupant
density  of  100  square  feet/person.  Supplementary  cooling  is  based  on 10
tons/floor,  excluding the Ground Floor, consisting of closed circuit industrial
cooler  water,  available  24  hours  per day, year-round, at guaranteed maximum
temperatures  of  85  F  +-  2  F  for  industrial  cooler water, delivered at a
designated  location  on  each floor at adequate pressures for Tenant's Premises
without  the  need  for  additional  booster  pumping,  heat  exchanges or other
comparable  devices.

     Two  air  handling  stations  are  provided  in the basement for the entire
building.  Each unit has two supply and two return fans. The air handling system
incorporates  100% outside air economizers for free-cooling during cool weather.
Three chillers are provided for the building cooling, two at 300 tons and one at
100  tons.

     Filter  efficiency  in  the HVAC system is to be 85%, and the filter change
cycle  will  be maintained in accordance with the manufacturer's recommendation,
but  not less than one filter change per twelve (12) month period throughout the
Lease Term, or filter to be changed when the dirty filter pressure drop is equal
to  three  (3)  times  the  clean  filter  pressure  drop.

     Tenant  supplementary cooling is provided by a closed circuit cooling tower
rated at +-100 tons.  The rooftop equipment platform and the pipe risers will be
sized  to  accommodate  the  equivalent  of  a  future  200  ton cooling tower.

     Controls  are  100%  direct  digital  including  VAV  terminal  units.

     During  off-hours,  it  is  possible to air condition as little as 1/4 of a
floor  at a time. During off-hours operation only, one supply and one return fan
will  operate  at reduced speed.  The small 100 ton chiller will operate, unless
the  off-hours  load exceeds 100 tons (approximately 1.5 to 2 occupied floors).

     It  is  also possible to activate individual zones in the building that are
scattered throughout the building.  The control system will automatically adjust
the  system  operation  by  activating additional zones if necessary so that the
total  system  operation  is  stable.

     Off-Hours  Control:  The following are the control options available to the
building  tenants.  Primary  control  will  be  by  the  Owners  pre-programmed,
automated,  energy  management


                               EXHIBIT H - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
system.  Tenants may, at their option and cost, provide individual floor control
hardware  and  software  for:

     A.   Via  card  access  system-Individual  zone  or  1/4  of  a  floor

     B.   Via  voice prompted telephone system-Individual zone or 1/4 of a floor

     C.   Via  key  switches-  1/4  floor  minimum

     2.   Indoor  Air  Quality  Standard.  The  Building's  HVAC  system  is
designed  to provided air quality for the Building Common Areas and the Premises
to  meet,  at  least,  the  standards  set  forth in ASHRAE Standard 62-1989 for
non-smoking  buildings  ("Ventilation  for  Acceptable  Indoor  Air  Quality"),
including the maintenance requirements, recommendations and guidelines contained
therein,  and  laws,  ordinances,  rules or regulations in effect at the time of
permitting of the Building's shell and core by any governmental authority having
jurisdiction over the Building or relating to office building indoor air quality
(collectively,  the  "Indoor  Air  Quality  Standard").  Landlord  agrees that a
breach  by  Landlord  of  this  Section  4  shall  be  a  breach  of  the Lease.

     3.   System  Upgrades.  Tenant  may,  at  Tenant's  sole  option,  and  at
Tenant's  sole  cost and expense (which may be charged to the Tenant Improvement
Allowance  as  indicated  in  Exhibit C, install upgrades to the Building's HVAC
system  to  provide  indoor  air  quality  of  the Building Common Areas and the
Premises  for,  at  least, the standard set forth in ASHRAE Standard 62-1989 and
ASHRAE  Standard  55  and/or  outside  ventilation  capability outside of normal
business  hours  subject  to the provisions set forth in Section 10.2 for Tenant
supplementary  air  conditioning systems at a rate of 25 CFM/1000 square feet of
Usable  Area.  Plans,  drawings  and  specifications  for  such upgrade shall be
prepared  by  the Architect and the Engineer, at Tenant's sole cost and expense,
and  shall  be  submitted  to  Landlord  for  Landlord's  approval in the manner
described  in  Section  3.3  of  the  Tenant  Work Letter, and at the Landlord's
option,  all or a portion of the remaining terms of the Tenant Work Letter shall
apply  to such upgrade as though the upgrade constituted a portion of the Tenant
Improvements.  Any  such  work shall be coordinated by Tenant's Contractor so as
not  to disrupt HVAC service to any other tenants of the Building. At Landlord's
sole  option,  any  additional  maintenance and repair costs associated with any
such system upgrade shall, notwithstanding anything to the contrary contained in
the Lease, be paid by Tenant to Landlord, as Additional Rent, within thirty (30)
days  after  Tenant's  receipt  of  invoice therefor, and shall be excluded from
Operating  Expenses.


                               EXHIBIT H - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT I
                                   ----------

                               20TH CENTURY PLAZA

                           JANITORIAL SPECIFICATIONS

                                [TO BE PROVIDED]


                               EXHIBIT I - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT J
                                   ----------

                               20TH CENTURY PLAZA

             SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
ERVIN COHEN & JESSUP
9401 Wilshire Boulevard
Ninth Floor
Beverly Hills, California 90212
Attention:  David P. Kassoy, Esq.


================================================================================
                                                (Space Above For Recorder's Use)

             SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
             -------------------------------------------------------

     NOTICE:  THIS  SUBORDINATION,  NON-DISTURBANCE  AND  ATTORNMENT  AGREEMENT
RESULTS  IN TENANT'S LEASEHOLD ESTATE IN THE PROPERTY BECOMING SUBJECT TO AND OF
LOWER  PRIORITY  THAN  THE  LIEN  OF  SOME  OTHER  OR LATER SECURITY INSTRUMENT.

     THIS  SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT ("Agreement")
is  entered into this ____ day of _____________, 1997, by and among 20TH CENTURY
INDUSTRIES,  a  California corporation ("Tenant") TISHMAN WARNER CENTER VENTURE,
LLC,  a  California  limited liability company ("Landlord"), and LEHMAN BROTHERS
HOLDINGS,  INC.,  a  Delaware  corporation,  doing business as Lehman Capital, a
division  of  Lehman  Brothers  Holdings,  Inc.  ("Lender").

                              W I T N E S S E T H:
                              -------------------

          WHEREAS,  Tenant  has  entered  into  that  certain 20th Century Plaza
Office  Lease  dated  ____________,  1997  (the  "Lease") with Landlord, leasing
certain  premises  (the  "Premises")  described  in  the  Lease,  which Premises
constitute  a  portion  of that certain real property located at 6301 Owensmouth
Avenue, Woodland Hills, California, and more particularly described in Exhibit A
                                                                       ---------
attached  hereto  (the  "Property");  and

     WHEREAS,  Lender  has made or will make a loan to Landlord in the amount of
$________ (the "Loan"), which Loan shall be evidenced by that certain Promissory
Note  in  the  amount  of  $________  from  Landlord  (which,  together with any
amendments,  modifications  or  additional  notes  evidencing  additional
indebtedness, shall collectively be referred to as the "Note"), which Note is or
shall  be  secured by that certain Deed of Trust, Security Agreement and Fixture
Filing  with  Assignment  of  Rents  and  Agreements  dated  ________, 1997, and
recorded,  ________,  1997,  in  the  Official  Records  of  Los Angeles County,
California  (the  "Official


                               EXHIBIT J - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
Records"),  as  Instrument  No. ______ (which, together with all amendments, and
modifications,  shall  be  referred  to  as  the  "Deed  of  Trust");  and

          WHEREAS,  Lender is also the Assignee under that certain Assignment of
Lessor's  Interest  in  Leases  and Seller's Interest in Contracts of Sale dated
________,  1997,  executed  by  Landlord,  recorded  in  the Official Records on
______________,  1997,  as  Instrument  No._______  (which,  together  with  all
amendments,  and  modifications, shall be referred to as the "Assignment"); and

     WHEREAS,  the Deed of Trust and the Assignment are collectively referred to
herein  as  the  "Security  Documents";  and

     WHEREAS,  Tenant and Lender desire to set forth their agreement as provided
herein;

     NOW, THEREFORE, in consideration of their mutual covenants contained herein
and  for  other  good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  the  parties  hereby  agree  as  follows:

     1.   Subordination.  Notwithstanding  anything  to  the  contrary set forth
          -------------
in  the  Lease,  the  Lease  and the leasehold estate created thereby and all of
Tenant's rights thereunder shall be, at the option of Lender (to be exercised in
Lender's  sole  and  absolute  discretion),  either (i) subject, subordinate and
inferior  to,  or  (ii) superior to, to the extent and in the manner hereinafter
set forth, the Security Documents and all rights of Lender thereunder and to any
and  all  renewals,  modifications,  consolidations,  replacements ad extensions
thereof.

     2.   Acknowledgment  and  Agreement  by  Tenant.  Tenant  acknowledges  and
          ------------------------------------------
agrees  that:

          (a)  Lender  would  not  make  the  Loan  without  this  Agreement;

          (b)  Lender,  in  making  any  disbursement  to  Landlord, is under no
obligation  or duty to oversee or direct the application of the proceeds of such
disbursements, and such proceeds may be used by Landlord for purposes other than
improvement  of  the  Property;

          (c)  Tenant  has  notice  that  the  Lease  and any rent and all other
sums  due  thereunder  have  been  assigned. or are to be assigned. to Lender as
security  for the Loan.  If Lender notifies Tenant in writing of a default under
the  Deed  of  Trust and demands that Tenant pay its rent and all other sums due
under  the  Lease  to  Lender,  then,  pursuant to Landlord's acknowledgment and
agreement  set  forth  in item (c) of Section 11, below, Tenant shall honor such
demand  and  pay  its  rent  and  all other sums due under the Lease directly to
Lender  or  as  otherwise  required  pursuant  to  such  notice;  and

          (d)  Tenant  has  no  right  or  option  of  any  nature  whatsoever,
whether  pursuant  to  the  Lease  or otherwise, to purchase the Premises or the
Property,  or  any  portion  thereof or any interest therein, and, to the extent
that  Tenant has had or hereafter acquires any such right or option, the same is
hereby  acknowledged  to  be  subject and subordinate to the lien of the Deed of
Trust  and  is  hereby  waived  and  released  as  against  Lender.


                               EXHIBIT J - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          (e)  Tenant  shall  send  a  copy  of any notice or statement required
under  the  Lease  (including,  without  limitation,  any  notice  or  statement
pertaining to, among other things, any default by Landlord or any offset, credit
or  rent  abatement  by  Tenant)  to  Lender  at  the  same  time such notice or
statement  is  sent  to  Landlord.

     3.   Foreclosure  and  Sale.  In  the  event  that  Landlord  shall  be  in
          ----------------------
default  under any of the Security Documents beyond any applicable grace or cure
period  therein  and, through or in lieu of the exercise by Lender of any of its
remedies pursuant to the Security Documents or otherwise (the "Remedies"), title
to  the  Property  shall  transfer  to Lender or any other person, (i) if Lender
elects  to make the Lease subordinate to the Security Documents pursuant to item
(i)  of  Section  1,  above,  then,  although Lender may join Tenant in any such
summary or foreclosure proceedings and/or otherwise extinguish Tenant's interest
under  the  Lease,  Lender  shall  not  disturb Tenant's use or occupancy of the
Premises  unless  the Lease shall have been previously terminated at the time of
such  transfer  or,  thereafter,  as provided under the Lease, or (ii) if Lender
elects  to  make  the  Lease superior to the Security Documents pursuant to item
(ii)  of Section 1, above, then Lender shall not join Tenant in any such summary
or  foreclosure  proceedings  unless  the  Lease  shall  have  been  previously
terminated  at  the  time of such transfer or, thereafter, as provided under the
Lease.

     4.   Nondisturbance  by  Lender.  Notwithstanding  anything to the contrary
          --------------------------
contained  in Section 3, above, if, through or in lieu of the exercise by Lender
of  any  of  its Remedies, title to the Property shall transfer to Lender or any
other  person,  then,  unless the Lease shall have been previously terminated at
the  time  of such transfer, the Lease and the rights of Tenant thereunder shall
continue  with  the  same force and effect as if Lender or such other transferee
had  entered  into  a  lease  with the same provisions as those contained in the
Lease,  and  the  Lease  and  the  rights  of  Tenant  thereunder  shall  not be
terminated,  disturbed  or adversely affected by virtue of such transfer, except
in  accordance  with the terms of the Lease. Tenant hereby waives the provisions
of  any  statute  or  rule  of  law now or hereafter in effect which may give or
purport to give Tenant any right or election to terminate or otherwise adversely
affect  the  Lease and the obligations of the Tenant thereunder by reason of the
exercise  of  such  Remedies.

     5.   Attornment  by  Tenant.  Upon  the  effective  date  of  a transfer of
          ----------------------
title to the Property through or in lieu of the exercise by Lender of any of its
Remedies  and  after  receipt  of written notice of such transfer, Tenant shall:
(i)  attorn  to  Lender  or  any  other  successor to Landlord's interest in the
Property and their successors and assigns; (ii) perform, and be bound under, all
of  the terms, covenants and conditions of the Lease for the balance of the term
thereof  remaining,  including  any  renewal  options  which  are  exercised  in
accordance with the terms of the Lease; and (iii) recognize Lender or such other
successor  as Landlord under the Lease.  Tenant agrees to execute and deliver to
Lender  and such successor such further assurance and other documents, including
a  new  lease upon the same terms and conditions as those contained in the Lease
(except  for  any  technical  changes  which  may  be  necessary  because of the
substitution of Lender or such other successor in place of Landlord), confirming
the  foregoing,  as  Lender  or  such  successor  may  reasonably  request.


                               EXHIBIT J - Page 3
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     6.   No  Merger.  The  interests  acquired  by Lender through or in lieu of
          ----------
the  exercise of any of its Remedies shall not merge with any other interests of
Lender  in  the  Property  or  the  Premises  if such merger would result in the
termination  of  the  Lease.

     7.   Conditions  of  Lender's  Recognition  of Tenant. Lender or such other
          ------------------------------------------------
successor to Landlord's interest in the Property shall recognize Tenant's rights
under  the  Lease  in  accordance  with  the  terms of this Agreement; provided,
however  that Lender or such other successor shall not be (i) liable for any act
or  omission  of  Landlord  or  any  predecessor  in  interest to Lender or such
successor which occurred prior to the date title to the Property was transferred
to Lender or such successor, except with respect to (a) Tenant's right to deduct
from  rents and parking charges next due under the Lease any remaining credit of
Base  Rent,  Additional  Rent  or  Direct Expenses, as specifically set forth in
Sections  2.2, 3.2, 6.1.2, 8.1.2, 8.4.3, 8.5.2 and 10.3 of the Lease, (b) unpaid
Tenant  Improvement Allowance, as specifically set forth in Section 2 of Exhibit
C  to the Lease, (c) any unpaid arbitration or court award, in connection with a
claim  by  Tenant  under  any  Section of the Lease expressly enumerated in item
(i)(a),  above;  (ii)  liable  for  (x)  any  security deposit paid by Tenant to
Landlord  or  its  predecessor-in-interest,  unless  and  until  Lender  or such
successor actually has been credited with or has received for its own account as
landlord  the  amount  of such security deposit or any portion thereof (in which
event  the  liability of Lender or such successor shall be limited to the amount
actually  credited  or received), or (y) payment of rent or additional rent made
by Tenant to Landlord or its predecessor-in-interest for more than one (1) month
in  advance  of  the  applicable  due  date thereunder; (iii) subject, except as
provided  in  item  (i),  above,  to  the contrary, to offsets, counterclaims or
defenses  which  Tenant may have against Landlord or any predecessor-in-interest
thereof to the extent the same arise prior to the date title to the Property was
transferred  to Lender or such successor; or (iv) bound, except as to amendments
required  under  the  terms of the Lease, by any agreement purporting to cancel,
surrender,  amend  or  modify  the Lease, without the express written consent of
Lender  or  its  successor  in interest, which consent shall not be unreasonably
withheld.  Lender shall also be relieved of any obligation of Landlord under the
Lease  accruing  after  an  assignment by Lender of its interest in the Property
and/or  the  Premises,  provided  that any successor-in-interest to Lender shall
assume  the responsibilities of Lender as Landlord under the Lease; Lender shall
be  relieved  of any obligation of Landlord under the Lease accruing prior to an
assignment by Lender of its interest in the Property and/or the Premises only if
Lender's  successor-in-interest  is  creditworthy  and  shall  assume  the
responsibilities of Lender as Landlord under the Lease, including obligations of
Lender  as  Landlord  under  the  Lease  accruing  prior  to  such  assignment.

     8.   Insurance  and  Condemnation.  Lender  agrees  that  the  terms  and
          ----------------------------
provisions  of the Lease shall control the disposition of insurance proceeds and
condemnation  awards  with  respect  to  the Premises and/or the Property or any
portion  thereof;  provided,  however,  that  notwithstanding  anything  to  the
contrary contained in the Lease:  (i) Lender shall hold in a construction escrow
account  all  condemnation  and/or  insurance  proceeds received by Landlord (or
received  by  Tenant  and  assignable  to  Landlord)  under the Lease, and shall
control  disbursement  of  such  proceeds  (subject  to  reasonable  procedures
established by Lender) in connection with any repairs to the Premises and/or the
Property  necessitated by condemnation and/or damage and destruction pursuant to
the  terms  of  the  Lease; (ii) all repairs to the Premises and/or the Property
conducted  pursuant  to  the terms of the Lease shall be completed in accordance
with  plans  and  specifications approved by Lender; (iii) Landlord shall not be


                               EXHIBIT J - Page 4
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
permitted  to terminate the Leases during the last thirty-six (36) months of the
Lease  Term  without  Lender's  prior  written  consent;  (iv) in the event of a
"Taking,"  as that term is defined in Section 13.1 of the Lease, Tenant shall be
entitled  to file a separate claim in accordance with Section 13.3 of the Lease,
provided  that Tenant shall only be entitled to an award to the extent that such
award  shall  be  separate  from  (and  not  included in) any award available to
Landlord  or  Lender; and (v) in the event of a Taking, if an award is otherwise
unallocated,  then  such  award  shall  be  used  first  to  pay  the  Loan.

     9.   Notice.  All  communications  and  notices  required  or  permitted
          ------
hereunder  shall  be  dispatched  by United States registered or certified mail,
with  return  receipt requested, postage prepaid, addressed to the other parties
as  follows,  or  to  such  other  addresses  as any party may from time to time
designate  in  writing  to  the  other  parties  hereto:

                To Tenant:
                ----------

                              20TH CENTURY INDUSTRIES
                              6301 Owensmouth Avenue, Suite 730
                              Woodland Hills, California 91367
                              Attention: Administrative Services

                              with a copy to:

                              Ervin, Cohen & Jessup
                              9401 Wilshire Boulevard, 9th Floor
                              Beverly Hills, California 90212
                              Attention: David P. Kassoy, Esq.

                To Lender:
                ----------

                              LEHMAN BROTHERS HOLDINGS, INC.
                              c/o Gate Capital, LLC
                              One Embarcadero Center
                              Suite 2929
                              San Francisco, California 94111
                              Attention: Douglas Morss, Chief Financial Officer

                To Landlord:
                ------------

                              TISHMAN WARNER CENTER VENTURE, LLC
                              6301 Owensmouth Avenue, Suite 730
                              Woodland Hills, California 91367
                              Attention: Building Manager

                              and

                              TISHMAN WARNER CENTER VENTURE, LLC
                              10900 Wilshire Boulevard, Suite 510
                              Los Angeles, California 90024
                              Attention: Asset Manager


                               EXHIBIT J - Page 5
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                              With a copy to:

                              Tishman International Companies
                              10900 Wilshire Boulevard, Suite 510
                              Los Angeles, California 90024
                              Attention: Chairman

                              With a copy to:

                              Allen, Matkins, Leck, Gamble & Mallory
                              1999 Avenue of the Stars, 18th Floor
                              Los Angeles, California 90067
                              Attention: Anton N. Natsis, Esq.

     10.  Tenant  Estoppel.  Tenant  shall,  upon  the  execution  of  this
          ----------------
agreement  and  thereafter  within ten (10) business days following a request in
writing  by  Lender,  provide Lender or its successors and assigns with a tenant
estoppel  certificate  in such commercially reasonable form and substance as may
be  satisfactory  to  Lender.  which tenant estoppel shall contain the following
information  as of the date thereof:  (i) whether the Lease is in full force and
effect  and  has  been modified, supplemented, altered or superseded in any way;
(ii)  whether  Landlord is in default in any respect under the provisions of the
Lease;  (iii)  whether  Tenant has prepaid any rent under the Lease in excess of
rent  for  one  (1)  month;  and (iv) whether Tenant has any existing offsets or
credits  against  rentals (including, without limitation, any offset pursuant to
the  terms  of  Section  2.2.3 of the Tenant Work Letter attached to each of the
Leases as Exhibit C thereto for Landlord's failure to timely fund any portion of
          ---------
the  "Tenant Improvement Allowance," as that term is defined in such Tenant Work
Letter)  which  have  accrued  or which may thereafter accrue under the Lease or
against  the  enforcement  of  the  Lease  by  Landlord.

     11.  Acknowledgment  and  Agreement  by  Landlord.  Landlord,  as  Landlord
          --------------------------------------------
under the Lease and Trustor under the Deed of Trust, acknowledges and agrees for
itself  and  its  heirs,  successors  and  assigns,  that:

          (a)  This  Agreement  does  not:

               (i)  constitute  a  waiver  by  Lender  of  any  of  its  rights
     under  the  Deed  of  Trust;  and/or

               (ii) in  any  way  release  Landlord  from  its  obligations  to
     comply  with  the  terms,  provisions, conditions, covenants agreements and
     clauses  of  the  Deed  of  Trust;

          (b)  The  provisions  of  the  Deed  of  Trust  remain  in  full
force  and  effect  and  must  be  complied  with  by  Landlord;

          (c)  In  the  event  of  a  default  under  the  Deed  of  Trust,
Tenant  shall  pay  all rent and all other sums due under the Lease to Lender as
provided  in  the  Assignment  and  this  Agreement;  and


                               EXHIBIT J - Page 6
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
          (d)  Lender  has  no  obligations  nor  shall  incur  any  liability
with respect to any warranties of any nature whatsoever, whether pursuant to the
Lease  or  otherwise,  including,  but not limited to, any warranties respecting
use,  compliance  with  zoning,  Landlord's  title,  Landlord's  authority,
habitability,  fitness  for  purpose  or  possession.

     12.  Inconsistent  Lease  Provisions.  Except  as  herein  expressly
          -------------------------------
provided,  this  Agreement  does not supersede any inconsistent provision of the
Lease.

     13.  Amendments.  This  Agreement  shall  not  be  canceled,  modified  or
          ----------
amended  orally or in any manner other than by an agreement in writing signed by
the  parties  hereto  or  their  respective  successors  or  assigns.

     14.  Successors.  This  Agreement  shall  be  binding upon and inure to the
          ----------
benefit  of  the  parties  hereto  and  their respective successors and assigns;
provided  however,  that  in the event of the assignment or transfer of Lender's
interest,  except  as  provided  in  Section  7,  above,  all  obligations  and
liabilities  shall  be the responsibility of Lender's successor in interest; and
provided  further  that, subject to Section 11.5 of the Lease, Tenant's interest
under  this  Agreement may not be assigned or transferred without Lender's prior
written  consent,  which  consent  shall  not  be  unreasonably  withheld.

     15.  Governing  Law.  This  Agreement  shall  be governed by, and construed
          -------------
in  accordance  with,  the  laws  of  the  State  of  California.

     16.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
          ------------
counterparts,  all  of  which,  together,  shall constitute but one and the same
agreement.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  as  of  the  date  first  above  set  forth.

     NOTICE:  THIS  SUBORDINATION,  NON-DISTURBANCE  AND  ATTORNMENT  AGREEMENT
CONTAINS  PROVISIONS  WHICH  ALLOW THE PERSON OBLIGATED ON THE LEASE TO OBTAIN A
LOAN,  A PORTION OF WHICH MAY BE EXPENDED FOR PURPOSES OTHER THAN IMPROVEMENT OF
THE  PROPERTY.



                              TENANT:
                              ------

                              20TH CENTURY INDUSTRIES,
                              a California corporation

                              By:
                                 -------------------------------------------
                                    William L. Mellick,
                                    President and Chief Executive Officer

                              By:
                                 -------------------------------------------

                                    William G. Crain,
                                    Vice President


                               EXHIBIT J - Page 7
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                              LANDLORD:
                              --------

                              TISHMAN WARNER CENTER VENTURE, LLC,
                              a California limited liability company

                              By:  TIW INVESTMENT CORPORATION,
                                   a California corporation,
                                   Its manager

                              By:
                                 -------------------------------------------
                                    Alan D. Levy,
                                    Chief Executive Officer

                              LENDER:
                              ------

                              LEHMAN BROTHERS HOLDINGS, INC.
                              a Delaware corporation

                              By:
                                 -------------------------------------------
                              Name:
                                   -----------------------------------------
                              Title:
                                    ----------------------------------------


                               EXHIBIT J - Page 8
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT K
                                   ----------

                               20TH CENTURY PLAZA

                             INTENTIONALLY OMITTED


                               EXHIBIT K - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT L
                                   ----------

                               20TH CENTURY PLAZA

                             INTENTIONALLY OMITTED


                               EXHIBIT L - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
                                   EXHIBIT M
                                   ----------

                               20TH CENTURY PLAZA

                              SHORT FORM OF LEASE

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

ALLEN, MATKINS, LECK, GAMBLE
& MALLORY LLP
1999 Avenue Of The Stars, Suite 1800
Los Angeles, California 90067-6050

Attention Anton N. Natsis, Esq.

================================================================================
                                                (Space Above For Recorder's Use)

                               SHORT FORM OF LEASE

     THIS SHORT FORM OF LEASE is entered into as of the day of __________, 1997,
by  and  between  TISHMAN  WARNER  CENTER LIMITED PARTNERSHIP, LLC, a California
limited  liability  company  ("Landlord"),  and  20TH  CENTURY  INDUSTRIES,  a
California  corporation  ("Tenant"),  who  agree  as  follows.

     1.     TERMS  AND  PREMISES.  Landlord  leases to Tenant, and Tenant leases
            --------------------
from  Landlord,  certain  premises (the "Premises") to be located at the address
6303  Owensmouth  Avenue on the real property (the "Property") legally described
on  EXHIBIT  A  attached hereto and incorporated herein by this reference in and
    ----------
for  the  term  and  on  the provisions of that certain Office Lease between the
parties  hereto,  dated of even date (the "Lease").  The provisions of the Lease
are  incorporated  herein.  The parties hereby state that the term of the Lease,
including any extension options contained therein, is less than thirty-five (35)
years.

     2.     LEASING  RESTRICTIONS.  The  Lease  contains certain restrictions on
            ---------------------
Landlord's  ability  to  lease  space  to  insurance  companies  or  agencies.

     3.     PROVISIONS  BINDING  ON  PARTIES.  The provisions of the Lease to be
            --------------------------------
performed  by Landlord or Tenant, whether affirmative or negative in nature, are
intended  to  and shall bind or benefit the respective parties and their assigns
or  successors,  as  applicable,  at  all  times.


                               EXHIBIT M - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>
     4.     PURPOSE  OF  LEASE.  This Short Form of Lease is prepared solely for
            ------------------
purposes  of  recordation,  and  in no way modifies the provisions of the Lease.

                              "Landlord"

                              TISHMAN WARNER CENTER VENTURE, LLC,
                              a California limited liability company

                              By:  TIW INVESTMENT CORPORATION,
                                   a corporation, Manager

                                   By:
                                      ------------------------------------
                                          Alan D. Levy
                                          Chief Executive Officer

                              "Tenant":

                              20TH CENTURY INDUSTRIES,
                              a California corporation

                                   By:
                                      ------------------------------------
                                         William L. Mellick, President
                                         and Chief Executive Officer

                                   By:
                                      ------------------------------------
                                         William G. Crain, Vice President


                               EXHIBIT M - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]

<PAGE>
STATE OF                       )
         ---------------------
                               )  ss.
COUNTY OF                      )
         ---------------------



On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.

WITNESS  my  hand  and  official  seal.


                      -----------------------------------
                      Notary Public in and for said State




STATE OF                       )
         ---------------------
                               )  ss.
COUNTY OF                      )
         ---------------------



On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.

WITNESS  my  hand  and  official  seal.


                      -----------------------------------
                      Notary Public in and for said State



                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]

<PAGE>
                             EXHIBIT A TO EXHIBIT M
                             ----------------------

                        LEGAL DESCRIPTION OF THE PROPERTY



                        EXHIBIT A TO EXHIBIT M - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]

<PAGE>
                                   EXHIBIT N
                                   ----------

                               20TH CENTURY PLAZA

                              TERMINATION OF LEASE

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

ALLEN, MATKINS, LECK, GAMBLE
& MALLORY LLP
1999 Avenue Of The Stars, Suite 1800
Los Angeles, California 90067-6050

Attention Anton N. Natsis, Esq.


================================================================================
                                                (Space Above For Recorder's Use)

                              TERMINATION OF LEASE

     This  Termination  Of Lease is entered into as of the _____ day of _____ by
and  between  ___________________________________,  a  California  limited
partnership  ("Landlord"), and 20TH CENTURY INDUSTRIES, a California corporation
("Tenant"),  who  agree  as  follows.

     1.     Term  and  Premises.  Landlord  has leased to Tenant, and Tenant has
leased  from  Landlord,  certain  premises  (the "Premises") located on the real
property  (the  "Property")  legally  described on EXHIBIT A attached hereto and
                                                   ---------
incorporated  herein by this reference in and for the term and on the provisions
of  that  certain Office Lease between the Parties hereto, dated _________, 1997
(the  "Lease").

     2.     Termination  of Lease.  The Lease terminated as of _____________, in
accordance  with its terms.  The parties hereto acknowledge that the Lease is of
no  further  force  and effect, and Tenant hereby relinquishes all of its right,
title,  and  interest as tenant in and to the Premises.  That certain Short Form
of Lease by and between Landlord and Tenant dated as of _____________, 1997, and
recorded  on  ___________,  1997  in the Official Records of Los Angeles County,
California,  as  Instrument No.  _______ is hereby terminated and shall be of no
further  force  or  effect.

     3.     Provisions Binding on Parties. This Termination of Lease shall inure
to  the  benefit of and be binding upon the parties hereto, their successors and
assigns.


                               EXHIBIT N - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]

<PAGE>
     4.     Purpose  of  Termination  of  Lease.  This  Termination  of Lease is
prepared  solely  for  purposes  of  recordation,  and  in  no  way modifies any
agreements  between  the  parties  hereto  with  respect  to  their  rights  and
obligations  upon  the  termination  of  the  Lease.

                                            "Landlord"


                                            --------------------------------
                                            a
                                             -------------------------------
                                            By:
                                               -----------------------------
                                             Its:
                                                 ---------------------------


                                            "Tenant":

                                            20TH CENTURY INDUSTRIES,
                                            a California corporation

                                            By:
                                               -----------------------------
                                             Its:
                                                 ---------------------------
                                            By:
                                               -----------------------------
                                              Its:
                                                 ---------------------------


                               EXHIBIT N - Page 2
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]

<PAGE>
STATE OF                       )
         ---------------------
                               )  ss.
COUNTY OF                      )
         ---------------------



On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.

WITNESS  my  hand  and  official  seal.


                      -----------------------------------
                      Notary Public in and for said State



STATE OF                       )
         ---------------------
                               )  ss.
COUNTY OF                      )
         ---------------------



On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.

WITNESS  my  hand  and  official  seal.


                      -----------------------------------
                      Notary Public in and for said State


                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]

<PAGE>
                             EXHIBIT A TO EXHIBIT N
                             ----------------------

                          LEGAL DESCRIPTION OF PROPERTY




                        EXHIBIT A TO EXHIBIT N - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]

<PAGE>
                                   EXHIBIT O
                                   ----------

                               20TH CENTURY PLAZA

                             INTENTIONALLY OMITTED


                               EXHIBIT O - Page 1
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]

<PAGE>
                                   EXHIBIT P
                                   ----------

                                 FORM OF CC&R'S





RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Allen, Matkins, Leck, Gamble & Mallory
1999 Avenue of the Stars, Suite 1800
Los Angeles, California 90067
Attn: Anton N. Natsis, Esq.



                      DECLARATION OF LEASEHOLD COVENANTS,
                          CONDITIONS AND RESTRICTIONS
                                      FOR
                               20TH CENTURY PLAZA


                              EXHIBIT P - Page-1-                          CC&Rs
                                                            [20th Century Plaza]

<PAGE>
                      DECLARATION OF LEASEHOLD COVENANTS,
                          CONDITIONS AND RESTRICTIONS
                                      FOR
                               20TH CENTURY PLAZA

     THIS  DECLARATION  OF  LEASEHOLD  COVENANTS,  CONDITIONS  AND  RESTRICTIONS
("Declaration")  is  made  this ___ day of March, 1998, by TISHMAN WARNER CENTER
VENTURE,  LLC,  a  California  limited  liability  company  ("Declarant").

     NOTE THAT THIS DECLARATION ENCUMBERS ONLY DECLARANT'S LEASEHOLD INTEREST AS
GROUND  LESSEE,  AND  NOT  ANY  FEE  INTEREST  HELD  BY  GROUND  LESSOR.

                               R E C I T A L S :
                               -----------------

     A.   As  of  the  date  hereof,  Declarant,  as  ground lessee, leases from
West  Valley  Partnership,  a  California  limited partnership, as ground lessor
(collectively,  "Ground  Lessor"),  pursuant to the terms of that certain Ground
Lease  dated August 24, 1979, as amended (the "Ground Lease"), that certain real
property  located  in  the  City of Los Angeles, County of Los Angeles, State of
California,  commonly  known  as  20th  Century  Plaza,  and  more  particularly
described in Exhibit "A" attached hereto and made a part hereof.  Any terms used
             -----------
in  these  Recitals, but not otherwise defined in these Recitals, shall have the
meanings  as  set  forth  in  this  Declaration.

     B.   As  of  the  date  hereof,  the  "Project"  consists  of the "Existing
Building" located at 6301 Owensmouth Avenue, Los Angeles, California, land which
is  improved  with a surface area "Existing Parking Area," landscaping and other
improvements,  and  development  sites  for  the  "Additional  Building" and the
"Parking  Structure,"  respectively.

     C.     Declarant  intends to develop the Project further by construction of
the  "Additional  Building"  and  the "Parking Structure," and by development of
additional  improvements  to  the  "Common  Areas."

     D.     The  site plan attached hereto as Exhibit "B" and made a part hereof
                                              -----------
(the  "Site Plan") sets forth approximately the proposed location of the current
and  planned  improvements  to  the  Project, including, without limitation, the
Buildings and the parking areas, as well as the intended boundaries of the three
(3)  separate  "Parcels"  of  the  Project.

     E.     Declarant wishes to subject the Project, in accordance with a common
plan,  to  certain  covenants,  conditions  and  restrictions for the benefit of
Declarant  and  any  and  all future owners of the Project or of a Parcel in the
Project.  The purpose of the Declaration is to ensure proper development and use
of  the  Project,  to  protect  the owner of each Parcel against any improper or
uncomplimentary  development  and  use  of  surrounding  Parcels  which  might
depreciate  the  value  of  said  Parcel,  to  provide for a Common Area and the
maintenance  and  preservation  thereof,  to  provide  for the establishment and
maintenance  of  common  services  and


                              EXHIBIT P - Page-2-                          CC&Rs
                                                            [20th Century Plaza]

<PAGE>
amenities  for  the Project, to prevent haphazard and inharmonious improvements,
to  enhance  and  protect  the value, desirability and attractiveness of all the
Project,  and  in  general  to provide adequately for a high type and quality of
improvement  of  the  Project  in accordance with a uniform plan of development.

     F.   Upon  the  recordation  of  this  Declaration,  all  the  Parcels will
be  held,  conveyed,  hypothecated,  encumbered,  leased,  used,  occupied  and
improved,  subject  to the following covenants, conditions and restrictions, all
of  which are declared and agreed to be equitable servitudes in furtherance of a
plan  for  Parcel  subdivision,  improvement,  and sale, and are established and
agreed  upon for the purpose of enhancing and protecting the value, desirability
and  attractiveness  of  the  Project.  All  the  covenants,  conditions  and
restrictions  shall  run with all of the Parcels, and shall be binding upon, and
shall  benefit  the  Declarant  and  each  "Owner"  and  their respective heirs,
successors  and  assigns.  All  of  the  covenants,  conditions and restrictions
described  herein are made for the direct, mutual and reciprocal benefit of each
Parcel  and  shall  create  reciprocal  rights  and  obligations  and privity of
contract  and estate between the Owners and their heirs, successors and assigns.
With  respect  to  the  rights,  duties  and  obligations  between Declarant and
"Occupants" under leases of all or any portion of any Parcels, and, in the event
that  the  fee interest or lease interest in one or more Parcels are conveyed by
Declarant to another Person (such Person thereby becoming an "Owner"), then with
respect to the rights, duties and obligations between such other Owner(s) on the
one  hand  and  Occupants under leases on the other hand, Declarant intends that
the  provisions  of this Declaration are made pursuant to Sections 1469 and 1470
of  the  California  Civil  Code.  In  the  event that the fee interest or lease
interest  in  one  or  more  Parcels are conveyed by Declarant to another Person
(such  Person  thereby  becoming  an  "Owner"), then with respect to the rights,
duties and obligations among such other Owner(s) and Declarant, or, in the event
Declarant  has  conveyed  all  of  the Parcels, then with respect to the rights,
duties  and obligations among the Owners of said Parcels, Declarant intends that
the  provisions  of this Declaration will be restrictive covenants made pursuant
to  Section  1468  of  the  California  Civil  Code.

                               A G R E E M E N T:
                               -----------------

                                    ARTICLE I

                                  DEFINITIONS

     The  terms  defined  in  this  Article  I  shall,  for all purposes of this
Declaration,  have  the meanings herein specified (and any capitalized terms set
forth  in  the  following  definitions  shall have the meaning set forth in this
Declaration).

     1.1  "Additional  Building"  shall  mean  and  refer  to  that  certain
           --------------------
Building  to  be  constructed  by Declarant on Parcel 2 as set forth on the Site
Plan  and  located at 6303 Owensmouth Avenue, Woodland Hills, California 91367.


                              EXHIBIT P - Page-3-                          CC&Rs
                                                            [20th Century Plaza]

<PAGE>
     1.2  "Agent"  shall  mean  and refer to any Person acting on the behalf of,
           -----
and  with  authority  from,  the  Declarant.

     1.3  "Arbitration  Notice"  shall  mean  and  refer  to  the  notice  one
           -------------------
Owner provides to another in the event it elects to arbitrate a dispute pursuant
to  Article  13  below.

     1.4  "Building"  shall  mean  and  refer  to  any  occupiable  structure
           --------
constructed  on  any  Parcel.

     1.5  "Project"  shall  mean  and  refer  to that certain property described
           -------
on  Exhibit  "A"  attached  hereto  which  is  more commonly referred to as 20th
    ------------
Century  Plaza  and  is  also  shown  on  the  Site  Plan.

     1.6  "City"  shall  mean  and  refer to the City of Los Angeles, located in
           ----
the  State  of  California.

     1.7  "Claim"  shall  mean  and  refer to all loss, cost, damage, liability,
           -----
claims,  costs and expenses, including without limitation, reasonable attorneys'
fees,  further  described  in  Section  3.

     1.8  "Common  Area"  shall  mean  and  refer  to  all  real  and  personal
           ------------
property  owned  or leased by Declarant and designated by Declarant from time to
time  in  Declarant's  sole  discretion  for the common use and enjoyment of the
Owners, including, as of the date hereof, all structures and construction of any
kind  upon  the  real  property  depicted  as Parcel 3 on the Site Plan (whether
permanent or temporary, and whether above or below the land surface), including,
without  limitation,  buildings, improvements, water and electrical lines, paved
areas,  pathways,  fences, walls, plantings, planted trees or shrubs, irrigation
and  drainage  pipes  and  fixtures,  lighting  fixtures,  monuments  and signs.
Notwithstanding  the  foregoing,  Declarant,  at its option, may (i) develop the
Project  further  by  construction  from  time to time of one or more additional
Buildings  upon  the  Common Area, and (ii) create from time to time one or more
additional  Parcels.

     1.9  "Common  Expenses"  shall  mean  and  refer  to  all  expenses,  costs
           ----------------
and amounts, of every kind and nature which are incurred by Declarant during any
Fiscal  Year  because  of  or  in  connection  with  the  ownership, management,
maintenance,  repair, replacement restoration or operation of the Common Area or
any portion thereof.  Without limiting the generality foregoing, Common Expenses
shall  specifically  include  any  and  all  of  the  following:

          1.9.1     The  cost  of maintenance, management, operation, repair and
replacement of the Common Area, including, but not limited to, the cost of parts
and  supplies, utilities, landscaping, cleaning, pest control, and hiring of any
outside  contractor  services;

          1.9.2     The cost of repair, improvement, restoration and maintenance
of  the  Parking  Areas, including, but not limited to, resurfacing, repainting,
restriping  and  cleaning;

          1.9.3     The  cost  of  management  and  administration of the Common
Area, including, but not limited to, compensation paid by Declarant to managers,
accountants,  outside  auditors, attorneys, consultants and employees, including
employer's  Social  Security  taxes,

                              EXHIBIT P - Page-4-                          CC&Rs
                                                            [20th Century Plaza]

<PAGE>
unemployment taxes or insurance, and any other taxes which may be levied on such
compensation.;

          1.9.4     The cost of casualty, liability, workers' compensation,
fidelity  and  directors'  and  officers'  liability  insurance  and  any  other
insurance  obtained  by Declarant in accordance with the terms and conditions of
this  Declaration;

          1.9.5     Reasonable  reserves  as  provided  herein  and  as  deemed
appropriate  by  Declarant;

          1.9.6     The  cost  of  bonding  of any professional managing agent;

          1.9.7     All  federal,  state,  county  or  local  governmental  or
municipal  taxes,  fees,  charges or other impositions of every kind and nature,
whether  general,  special,  ordinary  or  extraordinary  (including,  without
limitation,  real  estate taxes, general and special assessments, transit taxes,
personal  property  taxes  imposed  upon  the  fixtures,  machinery,  equipment,
apparatus,  systems  and  equipment, appurtenances, furniture and other personal
property used in connection with the Common Area, or any portion thereof), which
shall  be  paid  during  any Fiscal Year (without regard to any different Fiscal
Year  use  by  such  governmental  or  municipal  authority)  because  of  or in
connection  with  the  Common  Area  or  any  portion  thereof;

          1.9.8     Amounts  paid  by  Declarant  for  discharging  a  lien  or
encumbrance  levied  against  the  Common  Area  or  any  portion  thereof;

          1.9.9     The  cost of licenses, certificates, permits and inspections
and  the  cost  of  contesting the validity or applicability of any governmental
enactments  which  may  affect  Common  Expenses;

          1.9.10  Amounts  paid  for  developing,  coordinating, monitoring, and
enforcing any transportation demand management programs as may be implemented by
Declarant  from  time  to  time  with  respect  to  the  Project;

          1.9.11  Costs  incurred  in  contracting  with  an  outside  agency or
organization  for  the  provision  of a security force to patrol and protect the
Common Area and such other portions of the Project as Declarant may, in its sole
discretion,  designate;

          1.9.12  An  administrative  fee  payable  to Declarant or its agent to
manage  and  conduct the business of the Project, which administrative fee shall
not  exceed  fifteen  percent  (15%)  of  Common  Expenses  in  any Fiscal Year;

          1.9.13     Payments  under  any  equipment  rental  agreements;

          1.9.14     Amortization  (including  interest on the unamortized cost)
of  the cost of acquiring or the rental expense of personal property used in the
maintenance,  operation  and repair of the Common Area, or any portion thereof;


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                                                            [20th Century Plaza]

<PAGE>
          1.9.15     Payments,  fees  or  charges  under  any easement, license,
operating  agreement,  declaration,  covenants,  conditions  or  restrictions or
instrument  pertaining  to  the  sharing of costs by the Project, or any portion
thereof,  including  this  Declaration  and  payments  under  the Ground Lease;

          1.9.16     The  cost  of  janitorial  services,  alarm  and  security
service,  (window cleaning,) trash removal, maintenance and replacement of curbs
and  walkways,  incurred  by  Declarant  in  connection  with  the Common Area;

          1.9.17     The  cost  of  capital  improvements,  or  repairs  to  the
Project,  or  other  costs  incurred  in  connection  with the Project which are
intended  as a labor-saving device or to effect other economies in the operation
or  maintenance  of  the  Project, or any portion thereof, to the extent of cost
savings  reasonably  anticipated  by  Declarant,  or made to the Project, or any
portion thereof, that are required under any governmental law or regulation that
was  not a requirement for the Project on the date this Declaration was executed
and  recorded;  provided,  however, that each such permitted capital expenditure
shall  be  amortized  (including interest on the unamortized cost at Declarant's
actual  cost  of  funds)  over  its  useful  life  as  reasonably  determined by
Declarant;

          1.9.18     Costs, fees, charges or assessments imposed by any federal,
state  or  local  government  for  fire  and  police  protection, trash removal,
community  services,  or  other  services  which  do  not  constitute  taxes;

          1.9.19     The cost of construction, repairs, improvement, restoration
and maintenance of that certain road as set forth in that certain Declaration of
Easement  and  Maintenance  Agreement dated August 24, 1979, by and between West
Valley  Partnership, a California limited partnership, and Tishman Warner Center
Venture, a California general partnership, predecessor-in-interest to Declarant,
and  recorded  on  August  24, 1979, as Instrument No. 79-942217 in the Official
Records of Los Angeles, County, California (the "West Valley Declaration"); and

          1.9.20     Other  expenses  incurred  (i)  by Declarant for any reason
whatsoever in connection with the Project, the Common Area or in connection with
any  other item or items designated by the Controlling Documents, or (ii) in the
discharge  of  any  duties  or  powers  of  Declarant  under  this Declaration.

     1.10 "Controlling  Documents"  shall  mean  and  refer  to  this
           ----------------------
Declaration,  the  Rules,  the  Maintenance  Standards  and  any other documents
controlling  or  governing  the  use  of  the Parcels or the Common Area, or the
maintenance and repair of the Parcels and as from time to time amended, modified
or supplemented.  Each Owner and each Occupant shall fully and faithfully comply
with  and  conform  to  the  Controlling  Documents.

     1.11     "Declarant" shall mean and refer to Tishman Warner Center Venture,
              -----------
LLC,  a  California limited liability company, and its successors and assigns in
its  sole  and  absolute  discretion, so long as Declarant owns or leases one or
more  Parcels.  In  the  event that Declarant ceases to own or lease one or more
Parcels  and  has  failed  to  name  an  Owner  as  its  successor  or


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                                                            [20th Century Plaza]

<PAGE>
assign,  then  "Declarant"  shall  mean  and  refer  to  the Owner designated as
Declarant  by  the  vote  or written consent of Owners who own a majority of the
Parcel  Area.  Any  Owner  succeeding  to  Tishman Warner Center Venture, LLC as
Declarant  hereunder  shall  promptly  substitute  its  name for that of Tishman
Warner  Center  Venture,  LLC  as  Declarant  under  this  Agreement  and  shall
relinquish  any  and  all  right  to  the  Tishman  name.

     1.12 "Declaration"  shall  mean  and  refer  to  this  Declaration  of
           -----------
Covenants,  Conditions  and  Restrictions for the Project as it may from time to
time  be  amended, modified or supplemented.  Such amendments, modifications and
supplements  are  hereby  incorporated  herein  and  made  a  part  hereof.

     1.13     "Entitlements"  shall  mean and refer to all governmental, special
              --------------
district  and  public  utility  approvals,  decisions,  resolutions, ordinances,
permits, agreements, conditions, requirements, exactions, entitlements, reports,
maps, plans and orders, at any time adopted, amended or supplemented, governing,
affecting  or  relating  to  the  organization,  zoning,  use,  development,
improvement,  operation  or  ownership  of  the Project, or any portion thereof.
Declarant and each other Owner and Occupant shall comply with and conform to the
Entitlements.

     1.14     "Existing  Building" shall mean and refer to that certain Building
              --------------------
existing  as  of  the  date  of this Declaration, constructed on Parcel 1 as set
forth  on  the  Site  Plan,  and located at 6301 Owensmouth Avenue, Los Angeles,
California.

     1.15     "Existing  Parking  Area"  shall  mean  and  refer to that certain
              -------------------------
surface  parking  area  existing  as of the date of this Declaration, located on
Parcel  3  adjacent  to  Parcel  1  as  set  forth  on  the  Site  Plan.

     1.16     "Fiscal  Year"  shall  mean  and  refer  to  the  fiscal  year  of
              --------------
Declarant,  which shall be the calendar year; provided, however, that the Fiscal
Year  is  subject  to  change  from  time  to  time as Declarant may determine.

     1.17     "Governmental  Requirements"  shall  mean  and refer to all local,
              ----------------------------
state  and  federal governmental, special district and public utility approvals,
agreements,  conditions, demands, entitlements, exactions, maps, laws, statutes,
rules  and  regulations,  building  codes,  ordinances  (zoning  or  otherwise),
permits, plans, orders and resolutions, which are, or will be, adopted, amended,
modified  or  supplemented,  and  which  govern,  affect  or  relate  to  the
organization,  zoning,  use, development, improvement, operation or ownership of
the  Project,  or  any  portion  thereof,  including,  without  limitation,  the
Entitlements and the Specific Plan which are or may be in effect, and as amended
from  time  to  time,  in  accordance  with  provisions  therein.

     1.18     "Improvements"  shall  mean  and  refer  to  all  structures  and
              --------------
construction of any kind on any Parcel, whether above or below the land surface,
whether permanent or temporary, including but not limited to, Buildings, utility
lines,  driveways,  paved  parking  areas,  pathways,  fences,  retaining walls,
plantings,  irrigation  and  drainage  pipes and fixtures, lighting fixtures and
signs.


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<PAGE>
     1.19     "Indemnitee" shall mean and refer to, Declarant and its respective
              ------------
officers, directors, employees, agents, partners, members, heirs, successors and
assigns.

     1.20     "Indemnitor" shall mean and refer to each Owner, by its acceptance
              ------------
of  a  deed  or  an  assignment of a leasehold interest or by its execution of a
sublease  with  respect  to  its  Parcel,  as  the  case  may  be.

     1.21     "Maintenance  Standards" shall mean and refer to those maintenance
              ------------------------
standards,  if  any,  created by Declarant for the maintenance and repair of the
exterior of the Buildings and other Improvements on any Parcel, as they may from
time  to  time  be amended, modified or supplemented.  The Maintenance Standards
are  hereby  incorporated  herein  and  made  a  part  hereof.

     1.22     "Mortgage"  shall  mean  and  refer  to a fee or leasehold deed of
              ----------
trust  or  mortgage  recorded  against  any  Parcel  or  Parcels.

     1.23     "Mortgagee"  shall  mean  and  refer to a beneficiary or mortgagee
              -----------
under  a  Mortgage  recorded  against  any  Parcel  or  Parcels.

     1.24     "Occupant"  shall mean and refer to the Owner and any other Person
              ----------
or  Persons  entitled,  by  ownership,  leasehold  interest  or  other  legal
relationship,  to the exclusive right to occupy all or any portion of any Parcel
or  Building.

     1.25     "Owner"  shall  mean  and  refer  to the Person or Persons holding
              -------
record  fee  title  to  a  Parcel  (including,  as  applicable,  Declarant), but
excluding  any  Mortgagee or Person holding such interest merely as security for
the  performance of an obligation, or, in the alternative, the Person or Persons
(including,  as applicable, Declarant) leasing or subleasing a Parcel, and their
respective  heirs,  successors  and  assigns.

     1.26     "Parcel"  shall  mean  and refer to each of Parcels 1 through 3 as
              --------
further  set  forth  on  the  Site  Plan,  and such additional parcels as may be
designated  from  time  to  time  by  Declarant.

     1.27     "Parcel  Area"  shall  mean  and  refer to the square footage of a
              --------------
Parcel as shown on the Site Plan or as designated from time to time by Declarant
in  the  event  that  Declarant  shall  create  one or more additional Parcels.

     1.28     "Parking Areas" shall mean and refer to the Existing Parking Area,
              ---------------
the Parking Structure and any additional parking spaces as may be constructed on
Parcel  3  from  time  to  time  in  accordance  with  Section  5.6.1.2.

     1.29     "Parking  Structure" shall mean and refer to the Parking Structure
              --------------------
to  be  constructed  on  Parcel  3.

     1.30     "Permittees"  shall  mean  and  refer  to  all  Occupants  and all
              ------------
customers,  patrons,  employees,  concessionaires and other business invitees of
the  Occupants.

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<PAGE>
     1.31     "Person"  shall  mean  and  refer  to any individual, partnership,
              --------
corporation,  trust,  estate  or  other  legal  entity.

     1.32     "Record"  or  "Recordation"  shall  mean,  with  respect  to  any
              ---------------------------
document,  the  recordation  thereof,  and  with  respect to any map, the filing
thereof,  in  the  office of the County Recorder of Los Angeles County, State of
California.

     1.33     "Rules" shall mean and refer to the rules and regulations, if any,
              -------
adopted  by  Declarant for the operation and use of the Common Area, as they may
from  time  to  time be amended, modified or supplemented.  The Rules are hereby
incorporated  herein  and  made  a  part  hereof.

     1.34     "Site Plan" shall mean and refer to the Site Plan attached to this
              -----------
Declaration  as  Exhibit  "B".
                 ------------

     1.35     "State"  shall  mean  and  refer  to  the  State  of  California.
              -------

     1.36     "Utility  Easements"  shall  mean  and  refer to certain electric,
              --------------------
telephone,  cable,  television,  water,  gas,  sanitary  sewer  lines,  drainage
facilities  and  other  similar  types  of  easements.

                                   ARTICLE II

                                  IMPROVEMENTS

     As  of  the  date  hereof,  the  Project  contains  the  Existing  Building
constructed  on  Parcel  1 and the Existing Parking Area located on Parcel 3 and
adjacent  to  Parcel  1.  The  Project  will  be improved further to contain the
Additional  Building  to be constructed on Parcel 2 and the Parking Structure to
be  constructed  on  Parcel  3.  The  Buildings,  the  Parking  Areas  and  the
landscaping  of  the Project relate to one another through careful site planning
and  site  development,  resulting  in  continuity  for the entire Project.  The
Improvements,  Common  Area and landscaping will have been constructed and shall
be  maintained pursuant to, among other things, the material requirements of the
Governmental  Requirements.  Owners  shall  comply  with  the  Governmental
Requirements  and  other  criteria imposed by Declarant as provided herein.  All
improvements  to the Project, except the construction of the Additional Building
and  the  Parking  Structure,  shall  be  constructed  in  accordance  with  the
reasonable  construction  rules  and  regulations  and  insurance  requirements
determined  by  Declarant.

                                   ARTICLE III

                       REGULATION OF OPERATIONS AND USES

3.1  Certain  Nuisances.

          3.1.1     No nuisance shall be permitted to exist or operate upon any
Parcel or any portion thereof so as to be offensive or detrimental to any Person
or  activity  on  any  other  Parcel  or  on  any  public  street.


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                                                            [20th Century Plaza]

<PAGE>
          3.1.2     No  rubbish,  trash,  waste,  residue,  brush,  weeds  or
undergrowth (except brush, weeds and undergrowth growing naturally on any Parcel
prior to development) or debris of any kind or character shall ever be placed or
permitted  to  accumulate  upon  any portion of any Parcel, so as to render said
premises  a fire hazard, unsanitary, unsightly, offensive, or detrimental to any
Person  or  activity  on  any  other  Parcel  or  on  any  public  street.

          3.1.3     No  Improvement  shall  be permitted to fall into disrepair
and  all  Improvements  shall  at all times be kept in good condition and repair
(including,  without  limitation,  free of the presence of wood-destroying pests
and  organisms)  and  adequately  painted  or  otherwise  finished.  Any and all
exterior  repairs,  redecorations,  modifications  or additions shall be made in
accordance  with  this  Declaration,  and  shall  be subject to, the Controlling
Documents,  the  Governmental  Requirements, and shall be approved in writing by
Declarant.

          3.1.4     No  condition  shall  be permitted to exist upon any Parcel
which  shall  induce,  breed  or  harbor  infectious plant diseases, rodents, or
noxious  insects.

          3.1.5     No  structure  of  a  temporary  character,  trailer, tent,
shack,  barn  or  other  outbuilding  shall  be  used  by  any Person other than
Declarant  on  any  portion  of  the  Project at any time, either temporarily or
permanently,  unless  such  structure  is  being  used  in  connection  with the
construction  and leasing of an Improvement or unless such structure is approved
by  Declarant.

          3.1.6     No  Owner  shall permit the construction or installation of
any  Improvement  of  any  kind  upon  the Common Area without the prior written
consent  of  Declarant.

          3.1.7     No  Owner  shall  permit anything to be done or kept on its
Parcel  that  violates  any  of  the  Governmental  Requirements.

3.2  Indemnification  by  Parties.

     Each  Indemnitor  shall  indemnify,  defend  and  hold  harmless  all other
Indemnitees  (except  to  the extent the same is the obligation of another party
under this Declaration) against any loss, cost, damage, liability, claims, costs
and  expenses,  including  without  limitation,  reasonable  attorneys'  fees
(collectively,  "Claims")  arising  out  of  or  connected  with  any  accident,
occurrence,  injury,  loss  or  damage whatsoever caused to any Person or to the
property  of  any  Persons  as  shall  occur in or on the Indemnitor's Parcel(s)
during  the  period  from the date this Declaration is Recorded to and including
the  termination  of  the  term  of this Declaration, as set forth in Article 11
hereof,  to  the  extent  such  Claims  arise  from the acts or omissions of the
Indemnitor,  or the Indemnitor's employees, agents or contractors, unless caused
in  whole  or in part by Indemnitee.  Indemnitee shall give Indemnitor notice of
any suit or proceedings entitling Indemnitee to indemnification pursuant to this
Section  3.2  and  this  Declaration,  and  Indemnitor  shall have the right and
obligation  to  defend  Indemnitee  in  said  suit  or  proceeding  with counsel
reasonably  satisfactory  to  Indemnitee.


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                                                            [20th Century Plaza]

<PAGE>
                                   ARTICLE IV

                               APPROVAL OF PLANS

4.1  Approval  Required.

     Each  Improvement  to  be  erected  in  the  Project  from the date of this
Declaration,  and  any  (i)  reconstruction;  (ii)  exterior  remodeling;  (iii)
exterior  alteration;  or  (iv)  interior  remodeling  or  interior  alteration
involving or affecting the exterior of any Improvement within the Project, shall
be  of  first  quality construction and shall not be commenced without the prior
written  consent  of  Declarant.

4.2  Completion  of  Construction.

     The  approval  of  the  erection,  construction, refinishing, installation,
placement, or alteration of any Improvement shall be deemed conditional upon the
commencement  of  said  work  within  ninety (90) days after approval of same by
Declarant  or within such other period as shall have been specified by Declarant
at  the  time  of  its approval.  The work thereon must thereafter be prosecuted
diligently  to completion within a reasonable time, and in any event, before the
expiration  of  such  period  specified  by  Declarant.  Declarant  in its sole,
absolute  and  unfettered  discretion, and in writing, may extend the period for
completion  of  any  such  erection,  construction,  refinishing,  installation,
placement  or  alteration.  During  said  construction period, the area shall be
kept  clear  of debris and refuse to the greatest extent possible.  In the event
the  work  is  not  commenced  within  said  ninety  (90) days, unless such time
condition is waived in writing by Declarant in its sole, absolute and unfettered
discretion,  all  proceedings shall terminate, and the work shall be conditional
on  the  obtaining  of  Declarant's consent in accordance with this Article IV.

4.3  Inspection  of  Work.

     Upon  the completion of any construction, reconstruction, or the alteration
or refinishing of the exterior of any Improvement, or upon the completion of any
other  work  for  which  approved  plans  are  required  under  this Article IV,
Declarant,  or  its duly authorized representative, may inspect such Improvement
to determine whether it was constructed, reconstructed, altered or refinished in
substantial  compliance  with Declarant's approval. If Declarant finds that such
construction,  reconstruction,  alteration  or  refinishing  was  not  done  in
substantial  compliance  with Declarant's approval, then Owner shall remedy such
non-compliance  within  thirty  (30)  days  from  the  date of written notice by
Declarant  of  such noncompliance. If Owner fails to remedy such non-compliance,
then  Declarant,  at  its  option,  may enter the Parcel and the Improvement and
perform, or cause to be performed, such work or other acts as may be required to
remove the non-complying Improvement or remedy the non-compliance, and the Owner
of  the Parcel or Improvement shall promptly pay all costs and expenses incurred
by  Declarant  in  connection  therewith  upon presentation to Owner of invoices
thereof.


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                                                            [20th Century Plaza]

<PAGE>
4.4  Unauthorized  Improvements.

     If  any  Improvement is made without first obtaining approval of Declarant,
then  Declarant  may  give  written notice to the Owner of its violation of this
Declaration.  Within thirty (30) days of said notice, the Owner shall either (a)
remove  the Improvement at its own expense and restore the Parcel or Improvement
to  its  condition  prior to commencement of construction of the Improvement, or
(b)  request approval from Declarant in accordance with this Article IV.  If the
Owner  has  failed  to  take such action within the thirty (30) day period, then
Declarant,  at  its  sole  option,  may enter the Parcel and the Improvement and
perform  or  cause to be performed such work or other acts as may be required to
remove the non-complying Improvement or remedy the non-compliance, and the Owner
of  the  Improvement  shall  promptly  pay  all  costs  and expenses incurred by
Declarant  in  connection  therewith  upon  presentation  to  Owner  of invoices
therefor.  If  the  Owner  elects  option  (b) described in this Section 4.4 and
Declarant  thereafter disapproves the Improvement, then the Improvement shall be
removed  by  Owner.

4.5  Presumption  of  Compliance.

     Notwithstanding anything to the contrary herein contained, after the City's
issuance  of  a  Certificate  of Occupancy for any Improvement, said Improvement
shall,  in favor of purchasers and encumbrancers in good faith and for value, be
deemed  to be completed and in compliance with all provisions of this Article 4,
unless  actual  notice  of  such  noncompletion  or  noncompliance,  executed by
Declarant  or  a  designated representative thereof, shall have been Recorded or
unless  legal  proceedings shall have been instituted to enforce such completion
or  compliance.

4.6  Fee.

     In  connection with its review and approval or disapproval of the erection,
construction,  refinishing,  installation,  placement  or  alteration  of  an
Improvement  in  accordance with this Article IV, Declarant may charge the Owner
an  architectural  review fee.  The amount of such fee shall not exceed the cost
incurred  by  Declarant  (i) in hiring outside consultants to review such plans,
(ii)  for  the  staff  time  and  out-of-pocket  costs  of Declarant incurred in
reviewing  such  plans,  and  (iii)  any  other  reasonable expenses incurred by
Declarant  in  connection  with its review, analysis and approval of such plans.
Such  fees  shall  be  paid  at  such  times and in such manner as Declarant may
determine.  If  the  plans are disapproved as not conforming with the provisions
of  this  Declaration, the Governmental Requirements, or any criteria reasonably
imposed  by  Declarant,  then  the  subsequent submittal of new or revised plans
shall be deemed to be an entirely new submittal, which shall again be subject to
the  foregoing  fee.

4.7  Governmental  Action.

     If  plans approved by Declarant are subsequently modified by the City or by
a governmental agency with jurisdiction over the Project, then such modification
must  be  reviewed and approved by Declarant.  In any event, one complete set of
final  plans  shall  be furnished to Declarant upon approval by the City or by a
governmental  agency with jurisdiction over the Project, and such plans shall be
kept  on  file  in  the  records  of  Declarant  to  ensure  that  the


                              EXHIBIT P - Page-12-                         CC&Rs
                                                            [20th Century Plaza]

<PAGE>
Improvements  are  constructed  in  compliance  therewith.  When construction is
completed,  one  complete  set  of  final  "as-built"  plans and specifications,
together  with  a  CAD  diskette,  shall be furnished to and kept on file in the
records  of  Declarant.

                                    ARTICLE V

                               GRANT OF EASEMENTS

5.1  Easements  for  the  Benefit  of  Governmental  Agencies  and  Public
Utilities.

     Certain  easements  (in  perpetuity  or otherwise) have been and may in the
future be granted by Declarant to certain local governmental agencies, including
the  City and public utilities, which may include, without limitation, easements
for  Vehicle/Pedestrian  Areas,  open  space,  drainage, sewer, and water lines,
which  easements  may  affect  some  or  all of the Parcels.  Declarant shall be
entitled,  without the consent of the Owners, to grant any such future easements
which  it determines are in the best interests of the Project.  Each Owner shall
fully  and  faithfully comply with all requirements of the governmental agencies
and  public  utilities in connection with the easements granted pursuant to this
Section  5.1.

5.2  Easements  for  the  Benefit  of  Owners  and  Occupants.

     Except  as  otherwise  stated,  the  following  non-exclusive easements are
hereby  established in perpetuity, for the benefit of all Owners and Occupants:

          5.2.1     a  non-exclusive easement over those certain roadway(s) for
ingress  and  egress  as  designated  from time to time by Declarant, including,
without  limitation,  over  that  certain  road  constructed  and  maintained in
accordance  with  the  West  Valley  Declaration, if any, until such time as the
ownership  of such ingress and egress easement is transferred to another entity,
including, without limitation, by deed to a local governmental or public entity;
and

          5.2.2     a  non-exclusive  easement  over  certain  driveways  as
designated  from  time  to  time  by  Declarant.

5.3  Easements  for  the  Benefit  of  Declarant.

     In  addition to the rights of entry and any other rights given to Declarant
in  this  Declaration,  there are hereby established the following non-exclusive
easements  in perpetuity for the benefit of Declarant, its agents, employees and
contractors:

          5.3.1     Easements  in  gross on, over, under or across all portions
of  the  Project  for the purposes shown as existing or proposed or for purposes
deemed  necessary or convenient by Declarant for (i) the installation, placement
and  maintenance  of electric, telephone, cable television, water, gas, sanitary
sewer lines, drainage facilities or any other utilities, together with the right
to enter upon the affected Parcel (without unreasonably interfering with Owner's
and  Occupants'  reasonable  use  and  enjoyment  thereof) to service, maintain,
repair,  reconstruct,  relocate or replace any of such lines or facilities, (ii)
ingress  and  egress  over  any  public  or  private


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                                                            [20th Century Plaza]

<PAGE>
Vehicle/Pedestrian  Area  or  other specific designated use areas, and (iii) any
other  matter  required  or  mandated  by  any  governmental  authority  with
jurisdiction  over  the  Project.

          5.3.2     An easement over, upon, across and under all the Parcels to
inspect and/or ascertain whether such Parcel, the Improvement(s) thereon and the
uses  thereof are in compliance with the provisions of the Controlling Documents
or  Governmental  Requirements;  and  to abate and remove any thing or condition
that  may  exist  thereon  contrary to the intent and meaning of the Controlling
Documents  or  the  Governmental  Requirements.

          5.3.3     An  easement  over,  upon,  across  and  under all property
designated  from  time  to  time  by  Declarant hereunder to perform Declarant's
obligations under this Declaration with respect to the maintenance and repair of
the  Common Area and any Improvement thereon, including, without limitation, for
access  to  slopes  and  drainageways  when  such  access  is  necessary for the
maintenance  or  stabilization  of  slopes  or  drainage, or both, on the Common
Area.

          5.3.4     With  respect  to  the  easements  established  pursuant to
Sections  5.3.1 through 5.3.3 above, Declarant shall have the right and power at
all times to enter and re-enter the property thereby encumbered, with or without
vehicles  or  on  foot,  and  to  come  upon  said property as often as it deems
reasonably  necessary  to  effectuate  the  purpose  of  such  easements.

          5.3.5     An  easement  over,  upon,  across  and  under  each of the
Parcels  for (i) planting, replacing and maintaining any such landscaping strips
as  shall reasonably be designated by Declarant, and (ii) installing, repairing,
replacing  and  maintaining  any  drainage and/or irrigation systems (including,
without limitation, landscape wiring and conduits) upon any such Parcel as shall
reasonably be designated by Declarant in connection with such landscaping strips
or  in  connection  with  landscaping  strips  on  the  Common  Area or on other
Parcels.

          5.3.6     A  non-exclusive  easement over, upon, across and under the
Common  Area  for the purpose of completing the Common Area and any construction
thereon, or for the purpose of completing the construction of any Improvement on
any  Parcel  which  are  then  owned  by  Declarant.

5.4  No  Merger.

     Notwithstanding  the  union  of  (a)  the  fee  simple  title to any of the
Parcels,  or  any  portion thereof, or any other real property of Declarant with
(b)  any  right,  title  or  interest in the easements granted by or reserved to
Declarant  pursuant  to  this Declaration, it is the intention of Declarant that
the  separation  of  such fee simple estate and such right, title or interest in
such  easements  shall  be  maintained,  and  that a merger shall not take place
without  the  express  prior  written  consent  of  Declarant.

5.5  No  Abandonment.

     Notwithstanding  Section  811  of  the  California  Civil Code or any other
applicable  law,  it  is  the  intent  of  Declarant that no easement granted or
reserved  hereunder  be  deemed  abandoned  or  terminated  merely  by disuse or
incompatible  acts;  rather,  the  easements  granted  hereunder


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<PAGE>
shall  continue  in  full  force  and  effect unless (a) terminated by a written
agreement,  executed  by  the Person or Persons entitled to the benefit thereof,
and  duly  Recorded, or (b) in the case of the Owners, terminated by approval of
the  Owners and certified in a written agreement executed and Recorded by all of
the  Owners.

5.6  Parking  Easements.

          5.6.1     Parking  Areas
                     --------------

          Subject  to  the  terms  and  provisions  of this Article V, Declarant
expressly  reserves  for  the use and benefit of each Parcel, and each Owner and
Occupant, and their respective Permittees, which shall be appurtenant to and for
the  benefit  of  each Parcel, in common with others entitled to use the same, a
non-exclusive easement for the parking of motor vehicles (excluding recreational
and other oversized vehicles), motorcycles and bicycles within the Parking Areas
and  upon  other portions of the Common Areas specifically designated for use as
parking,  and  as such areas may be changed from time to time for use as parking
in  accordance  with  the  terms  of  this  Declaration.  Notwithstanding  the
foregoing,  Declarant  shall have the right to reserve certain parking spaces in
the Parking Areas for the exclusive use of certain Owners or Occupants, or their
respective  Permittees,  and to enforce the reservation of such reserved parking
spaces.

          5.6.2     Parking  Charges.
                    ----------------

          Notwithstanding  anything  to  the  contrary  contained  in  this
Declaration,  commencing  on  the  later of (i) the date of this Declaration, or
(ii) the date on which a Certificate of Occupancy is issued for any Improvements
on  the  Parcel of such Owner, each Owner shall have the obligation to rent from
Declarant  on  an annual basis the amount of parking passes corresponding to the
number  of  parking  spaces as may be designated by Declarant from time to time.
Each  Owner  shall  pay  to  Declarant for parking passes on an annual basis the
prevailing  rate  charged  from  time  to  time  at the location of such parking
passes.  In addition, each Owner shall be responsible for the full amount of any
taxes  imposed  by  any governmental authority in connection with the renting of
such  parking passes by such Owner or the use of the Parking Areas by such Owner
and  its  Occupants.  Each  Owner's continued right to use the parking passes is
conditioned  upon  such  Owner  abiding  by  all rules and regulations which are
prescribed  from  time  to time for the orderly operation and use of the Parking
Areas  where  the  parking  passes  are  located, including any sticker or other
identification  system  established  by  Declarant,  such Owner's cooperation in
seeing  that  Owner's Occupants and their respective Permittees also comply with
such  rules  and  regulations  and  such  Owner  not being in default under this
Declaration.  In  the  event  an  Owner  fails  to pay any amount due under this
Article  V,  then such amount shall be a lien against the interest of such Owner
in  its  Parcel(s)  in  accordance  with  Section  7.3  below.

          5.6.3     Visitor  Parking.
                    ----------------

          Each Owner and Occupant may validate visitor parking in those portions
of  the  Parking  Areas designated by Declarant for visitor parking from time to
time  by  such  method  or


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<PAGE>
methods  as  Declarant  may  establish from time to time, at the validation rate
from  time  to  time  generally  applicable  to  such  visitor  parking.

          5.6.4     Control  of  Parking  Structures.
                    --------------------------------

          Declarant  shall  at  all times have the sole and exclusive control of
the  Parking  Areas  and  may  from  time to time prescribe reasonable rules and
regulations  to  regulate  the  use  of the Parking Areas, subject to the rights
granted to each Owner, its Occupants and Permittees, to use the Parking Areas as
provided  herein.  Such  rules and regulations may include limitations on use by
trucks,  trailers,  vans,  campers, heavy equipment or other vehicles, including
the  regulation  of  the  times  during  which  use  by  such  vehicles shall be
permitted.  The  rules  and regulations may also regulate the location of use of
the Parking Areas by any oversize vehicles.  Declarant may retain personnel or a
parking  manager  to implement a system of operation and security for regulating
the  use  of  the  Parking  Areas, the cost of which shall be a Common Expense.

5.7  Grant  of  Power  of  Attorney  and  Future Grants of Easements Over Common
Areas.

     Each  of the Owners hereby grants to Declarant the right to grant or convey
any  future easements, licenses or rights-of-way in, on or over the Common Areas
for  purposes  not inconsistent with the intended use of the Project, and hereby
appoints  Declarant  as  its  attorney-in-fact  to execute any and all necessary
documents  on  behalf  of  each  Owner  to  grant  or convey any such easements,
licenses  or  rights-of-way.  Such  future  easements  may include non-exclusive
easements  for the purpose of installing, maintaining and repairing utilities to
service  one  or  more  Parcels,  including,  but  not  limited  to, the Utility
Easements.  Such  grants  for Utility Easements shall require that all costs and
expense  connected  with the installation, repair and maintenance of the Utility
Easements,  including  any  liability resulting from personal injury or property
damage  or  claims  for  labor  and  materials  attributable to such repairs and
maintenance,  shall  be  the  sole  obligation  of the Owner or Owners for whose
benefit  the  particular Utility Easements are being maintained and repaired and
such  Owner  or Owners shall agree to indemnify and hold Declarant and all other
Owners  free  and  harmless from any and all claims for such costs and expenses,
including attorneys' fees. The Utility Easements shall be located along roadways
in the Common Areas to the extent possible and shall be underground or concealed
to  the  extent  possible.  All  permanent  utility appurtenances located in the
Common  Areas  as  required  by  the  City  or  by  a  governmental  agency with
jurisdiction over the Project shall be architecturally treated and screened from
view  with enclosures such as landscaping, architecturally designed screening or
finish  materials.

5.8  Use  of  Common  Areas  by  Owners  and  Occupants.

          5.8.1     Except  as  otherwise  specifically  provided  in  this
Declaration,  the use of the Common Areas by the Owners and Occupants, and their
respective  Permittees,  shall be in common with all other Owners and Occupants,
and  their  respective  Permittees.  Each Owner shall keep the Common Areas free
and  clear  of  any obstructions created or permitted by such Owner or resulting
from such Owner's or its Occupant's or their respective Permittees' operation of
its  business  so as not to unreasonably interfere with the use and enjoyment by
the  other  Owners and Occupants, and their respective Permittees, of the Common
Areas.


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<PAGE>
          5.8.2     Except  for the Parking Structure and other portions of the
Common  Areas  specifically  designated  as  Parking  Areas, no parking shall be
allowed  anywhere  in  the  Common  Areas  and Declarant shall have the right to
enforce  this "no parking" restriction by (i) posting signs at various points in
the  Common Areas which restrict both parking and stopping of vehicles, and (ii)
removing  any vehicles in violation thereof in accordance with the provisions of
Section  22658  of the California Vehicle Code, or other applicable Governmental
Requirement.

5.9  Restoration.

     After  any use by an Owner of any easement provided in this Article V, such
Owner shall restore the Common Area to the condition it was in immediately prior
to  the  commencement  of  such  use.

5.10 Prohibition  Against  Granting  Easements.

     No Owner shall grant an easement or easements in, to, over, under or across
such  Owner's  Parcel  or  the  Common  Area  for  the  benefit of any Parcel or
property,  either  within  or  outside  the Project, without the express written
consent  of  Declarant.

                                   ARTICLE VI

                                   TRANSFERS

6.1  Documents  to  be  Provided  to  Purchaser.

               An  Owner  shall, as soon as practicable before transfer of a fee
or  leasehold  title to a Parcel, provide to the prospective purchaser copies of
the  Controlling  Documents.

6.2  Notification  to  Declarant.

          Concurrently  with the consummation of any Parcel sale, or within five
(5)  days  thereafter,  the transferee shall notify Declarant in writing of such
transfer.  Such  notification  shall  set forth (i) the names of the transferee,
its  Mortgagees  and  the transferor, (ii) the address of the purchased Parcel ,
(iii)  the transferee's and the Mortgagees' mailing addresses, and (iv) the date
of  transfer.  Before  the  receipt  of  such  notification,  any  and  all
communications required or permitted to be given by Declarant shall be deemed to
be  duly  made  and given to the transferee if duly and timely made and given to
the  transferee's  transferor.

6.3  Validity  of  Transfers.

          Nothing  in  this  Section  6.3  shall  be  construed as affecting the
validity  of  title to any Parcel transferred in violation of this Section 6.3.


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<PAGE>
                                   ARTICLE VII

                           PAYMENT OF COMMON EXPENSES

7.1  Billing.

     Commencing  as  to  all  Parcels  upon the Recordation of this Declaration,
Declarant  shall  periodically,  but  no  more frequently than monthly, bill the
Owners  for  their  respective  proportionate  shares (as defined in Section 7.2
below)  based  on  either  (i)  the  Common  Expenses  paid by Declarant for the
operation,  maintenance  and  insurance  of the Common Area during the preceding
billing period, or (ii) equal periodic installments which have been estimated in
advance  based  on  a budget prepared by Declarant for a particular Fiscal Year.
In  addition,  Declarant, at any time and from time to time, may bill any Owners
for  any  amounts  due  under  this  Declaration which amounts do not constitute
Common  Expenses.  In  the  event  during  any  Fiscal Year the Owners have paid
periodic installments based on Declarant's estimates, Declarant shall, after the
end  of  such  Fiscal Year, notify each Owner of any adjustment in the estimated
expenses  to  reflect  the  actual expenses paid by Declarant during such Fiscal
Year,  and  shall  deliver an accounting in reasonable detail showing the actual
costs  and  expenses  paid  by  Declarant  for  the  operation,  maintenance and
insurance  of the Common Area during the preceding Fiscal Year.  Within ten (10)
days  after delivery of such notice, each Owner shall pay to Declarant its share
of the amount of any expenses actually incurred by Declarant for which Declarant
was not paid by such periodic installments, or Declarant shall credit each Owner
its  respective share of the amount of any overpayment against such Owner's next
periodic  installment due, as the case may be.  In the event a billing statement
is  based  on actual costs and expenses paid by Declarant, it shall set forth in
reasonable  detail  all such expenses paid by Declarant and shall be accompanied
by such evidence of payment as may be reasonably requested by the Owners, or any
of them, billed therefor.  Within fifteen (15) days after receipt of Declarant's
billing  statement  given in accordance with the terms of this Section 7.1, each
Owner  shall  pay  or  cause  to  be  paid  the amount set forth in such billing
statement.

7.2  Proportionate  Shares.

     Except  as  provided  otherwise  in  this  Section  7.2,  each  Owner's
proportionate  share  of  Common  Expenses  shall  be  based  on a fraction, the
numerator  of  which  is  the rentable square feet of the Building(s) located on
such  Owner's  Parcel(s),  and  the  denominator  of which is the total rentable
square  feet  of all of the Buildings located in the Project; provided, however,
both the numerator and the denominator of such fraction shall be proportionately
adjusted in the event more than five percent (5%) of the rentable square feet of
the  Buildings(s)  located  on  any  Parcel  is  taken  by  eminent  domain.

7.3  Liens  for  Delinquent  Payments.

          7.3.1     If,  after  receipt  of such billing statement given in the
manner  provided  in  Section  7.1  (including  such  evidence  of  payment  as
theretofore may have been reasonably requested), any Owner fails to pay when due
the  amount  specified  in  such  statement,  Declarant  shall  deliver  to such
non-paying  Owner,  in  the  manner  specified  in Section 14.4, a second copy


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<PAGE>
of  such  billing  statement,  together  with  a written notice stating that the
billing  amount  is  unpaid,  that a late charge has been imposed and the amount
thereof  (which  late  charge  shall  not exceed ten percent (10%) of the unpaid
amount  or  Fifty Dollars ($50.00), whichever is greater), and that interest (as
provided  below)  will  begin to accrue unless payment is made immediately after
the effective date of such written notice.  If the billing amount or any portion
thereof  remains  unpaid, Declarant shall be entitled to interest on such unpaid
amount  at  the  lesser  of eighteen percent (18%) per annum or the maximum rate
allowed  by  law  until  paid,  commencing  on  the date of the original billing
statement,  and  such  unpaid  amount, together with interest and late charge as
aforesaid,  shall  be a lien against the interest of the defaulting Owner in its
Parcel(s),  which  lien  shall attach and be enforced as provided in Section 7.4
below.

          7.3.2     Subject  to  Section  12.1  below,  the lien for delinquent
payments, costs of collection, late charges and interest provided in Section 7.3
shall be prior and superior to all other liens except taxes, bonds, governmental
assessments and other levies which, by law, would be superior thereto.  The sale
or  transfer  of any Parcel shall not affect or extinguish the lien against such
Parcel;  provided,  however,  that  the  sale  or transfer of any Parcel through
foreclosure, trustee's sale or deed in lieu of foreclosure shall extinguish such
lien  as  to  payments  which  became due prior to such transfer, as provided in
Section  12.1  hereof.  In  no  event  shall  any  sale  or transfer (whether by
foreclosure  or  otherwise) relieve any Parcel from lien rights in Declarant for
any  payments  of  Common  Expenses  thereafter  becoming  due.

7.4  Enforcement  of  Obligation.

     Declarant  may  enforce  delinquent payments by suing the Owner directly on
the  debt established by such delinquent payment, or by recording a lien against
the  Owner's  Parcel  as  provided in Section 7.3 above and foreclosing the lien
through  either judicial or nonjudicial proceedings.  Declarant may commence and
maintain a lawsuit directly on the debt without waiving its right to establish a
lien  against  the  Owner's  Lot  for  the delinquent payment.  Any lien created
pursuant  to  Section  7.3 above may be enforced in any manner permitted by law,
including  sale  by  a  court,  sale  by the trustee designated in the notice of
delinquent payment, or sale by a trustee substituted pursuant to Section 2934(a)
of  the  California  Civil Code, and to that end a power of sale with respect to
the  Parcels is hereby conferred upon Declarant.  Any sale by a trustee shall be
conducted  in  accordance  with  the  provisions of Section  2924 et seq. of the
                                                                  -- ----
California  Civil  Code applicable to the exercise of powers of sale.  Declarant
shall have the power to bid for the Parcel at a foreclosure sale, and to acquire
and  hold,  lease, mortgage and convey the same.  Nothing herein contained shall
prohibit  Declarant  from taking a deed in lieu of foreclosure of a lien created
pursuant to Section 7.3 above.  In any action instituted by Declarant to collect
delinquent  payments,  accompanying  costs,  late  charges  or  interest,  the
prevailing  party  shall  be  entitled  to  recover  its  costs  and  reasonable
attorneys'  fees  as  set  forth  in  Section  13.3  below.

7.5  Assignment  of  Leases  and  Rents

     Each  Owner  hereby absolutely and unconditionally assigns and transfers to
Declarant  all the leases (including all security deposits, guarantees and other
security at any time given as security for the performance of the obligations of
the  tenants  thereunder), income, rents, issues, deposits, profits and proceeds
of  such  Owner's  Parcel  to  which  such  Owner  may  be  entitled,


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<PAGE>
whether now due, past due or to become due, and hereby gives to and confers upon
Declarant  the right, power and authority to collect such income, rents, issues,
deposits,  profits  and proceeds.  This assignment of the leases, income, rents,
issues,  deposits, profits and proceeds constitutes an irrevocable direction and
authorization  of  all  tenants  under  the  leases  to pay all rent, income and
profits  to Declarant upon demand and without further consent or other action by
such  Owner.  This  is  an  absolute  assignment, not an assignment for security
only,  and  Declarant's  right to rents, issues and profits is not contingent on
Declarant's possession of all or any portion of such Owner's Parcel.  Each Owner
irrevocably  appoints  Declarant  its true and lawful attorney, at the option of
Declarant at any time, to demand, receive and enforce payment, to give receipts,
releases  and  satisfactions, and to sue, either in the name of such Owner or in
the name of Declarant, for all such income, rents, issues, deposits, profits and
proceeds  and apply the same to the obligations hereunder.  It is understood and
agreed  that  neither the foregoing assignment of leases, income, rents, issues,
deposits, profits and proceeds to Declarant nor the exercise by Declarant of any
of  its  rights  or  remedies  under  this  Section  7.5 shall be deemed to make
Declarant  a  "mortgagee-in-possession"  or  otherwise obligated, responsible or
liable  in any manner with respect to such Owner's Parcel or the use, occupancy,
enjoyment  or operation of all or any portion thereof.  Notwithstanding anything
to the contrary contained herein, so long as an Owner shall not be delinquent in
its  performance  of  its obligations under this Declaration (including, without
limitation,  payment  to  Declarant of any sums due hereunder), such Owner shall
have  a  license to collect all income, rents, issues, profits and proceeds from
such Owner's Parcel as trustee for the benefit of Declarant and such Owner shall
apply  the  funds  so  collected  first  to  the  payment  or performance of its
obligations  under  this  Declaration  in  such  manner  as Declarant elects and
thereafter to the account of such Owner.  Upon such Owner becoming delinquent in
its performance of its obligations under this Declaration, such license shall be
deemed  revoked  and  any  rents  received  thereafter  by  such  Owner shall be
delivered in kind to Declarant.  In such event, such Owner agrees to deliver the
original  copies  of  all  leases  to  Declarant.  Each Owner hereby irrevocably
constitutes  and  appoints  Declarant  its  true  and lawful attorney-in-fact to
enforce  in  such Owner's name or in Declarant's name or otherwise all rights of
such  Owner  in  the  instruments, including without limitation checks and money
orders, tendered as payments of rents and to do any and all things necessary and
proper  to  carry  out  the  purposes  hereof.

7.6  Appointment  of  Receiver

     In  the  event  that an Owner shall be delinquent in its performance of its
obligations  under  this  Declaration (including, without limitation, payment to
Declarant  of  any  sums  due  hereunder),  Declarant,  as a matter of right and
without  notice to such Owner or anyone claiming under it, and without regard to
the  then  value  of  such Owner's Parcel or the interest of such Owner therein,
shall  have  the  right  to  apply to any court having jurisdiction to appoint a
receiver  or  receivers  of such Owner's Parcel or any portion thereof, and such
Owner  hereby  irrevocably consents to such appointment and waives notice of any
application  therefor.  Any  such receiver or receivers shall have all the usual
powers  and  duties of receivers in like or similar cases and all the powers and
duties  of  Declarant  in case of entry as provided herein and shall continue as
such and exercise all such powers until the date of confirmation of sale of such
Owner's  Parcel  unless  such  receivership  is  sooner  terminated.


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<PAGE>
7.7  No  Offsets.

     All  Common  Expenses  shall be payable in the amount specified in the bill
therefor  and no offsets against such amount shall be permitted for any reason.

                                  ARTICLE VIII

                         POWERS AND DUTIES OF DECLARANT

     In  addition  to  the other powers and duties of Declarant provided in this
Declaration, Declarant shall specifically have the right and power to accomplish
those  matters  described  in  this  Article  VIII.

8.1  Employ  Manager.

     Declarant  shall  have  the  power  but  not  the  duty  to contract with a
professional  management  and/or  asset  management agent for the performance of
maintenance  and  repair  of  the Project and for conducting other activities on
behalf  of  Declarant.  Any  such  contract  shall  be  on  terms  acceptable to
Declarant,  and  shall be terminable by Declarant at any time (i) for cause upon
thirty (30) days' written notice thereof, and (ii) without cause upon payment of
a  termination  fee  and  upon  ninety (90) days' written notice.  The fee, cost
and/or  expense  of  such  contract  shall  be  a  Common  Expense.

8.2  Insurance.

     Declarant shall have the power and the duty to obtain and maintain in force
such other insurance as Declarant shall deem necessary or expedient to carry out
the  functions  of  Declarant as set forth in this Declaration.  Every policy of
insurance obtained by Declarant, whether or not required to be obtained pursuant
to  the provisions of this Declaration, shall expressly waive any and all rights
of  subrogation  against  Declarant,  its  representatives and employees and all
Owners  if  permitted  under  the  terms  of  such policy.  The premiums for the
insurance  policies  obtained and maintained by Declarant shall be a part of the
Common  Expenses.  Declarant  is  appointed  attorney-in-fact  by  each Owner to
negotiate and agree on the value and extent of any loss under any policy carried
by  Declarant  under  this  Section  8.2.  Declarant  is  granted full right and
authority  to  compromise  and  settle  any  claim or endorse any claim by legal
action  or  otherwise  and  to  execute  releases  in  favor  of  any  insurer.

8.3  Utilities.

     Declarant  shall have the power and the duty to pay all charges for utility
services  for  the  Common  Area  which  charges  shall  be  included  in Common
Expenses.

8.4  Common  Area.

     Declarant  shall  have the power and the duty to manage, operate, maintain,
repair, restore, add to and replace the Common Area and all Improvements located
thereon  (including,  without limitation, the express obligation at all times to
preserve,  plant,  install,  repair  and  maintain  the


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<PAGE>
Common  Area  as set forth in this Declaration), and all other property (whether
real  or  personal)  owned  by  Declarant.

8.5  Enforcement.

     Declarant  shall  have  the power and the duty to enforce the provisions of
the  Controlling  Documents; provided, however, that at no time shall Declarant,
with  respect  to  amounts  owed  to  Declarant  (including, without limitation,
amounts  owed  for  Common Expenses), impose a rate of interest in excess of the
rate  of  interest  then  permitted  by  law  to  be  charged.

8.6  Square  Footage/Total  Entitlement  Monitoring.

     Declarant shall have the power and the duty to track and monitor the square
footage  of  the  Project  to  ensure that it does not exceed the maximum square
footage  allowed  under  the  Governmental  Requirements.

8.7  Contract  and  Make  Payments.

     Declarant  shall have the power and the duty to contract and pay for Common
Expenses.

8.8  Employment  of  Agents.

     Declarant  shall  have the power but not the duty to employ the services of
any Person or Persons to manage and conduct the business of Declarant hereunder,
and  upon  such  conditions as are deemed advisable by Declarant, to delegate to
such  Person  or  Persons  any  of  its  powers.

8.9  Taxes.

     Declarant  shall  have  the  power  and  the  duty  to  pay  any  taxes and
governmental  assessments which are or could become a lien on the Common Area or
any  portion  thereof which taxes and governmental assessments shall be included
in  Common  Expenses.

8.10 Delegation  of  Powers.

     Declarant  shall  have  the  power  but not the duty to delegate any of its
powers  hereunder  to  other Persons, including, without limitation, committees,
officers  and  employees.

8.11 Security.

     Declarant  shall  have  the  power  but not the duty to provide, through an
outside agency, a security force to patrol and protect the Common Areas the cost
of  which  shall  be  included  in  Common  Expenses.

8.12 Rules.

     Declarant shall have the power but not the duty to adopt, amend, supplement
and  repeal  the Rules.  The Rules may restrict and govern the use of the Common
Area  by  any  Owner;  provided,  however,  that  the Rules may not discriminate
between  the  various  Owners,  Occupants


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<PAGE>
and  Permittees.  A copy of the Rules shall be given to each Owner not less than
ten  (10)  business  days  before  said  Rules  (or, as applicable, an amendment
thereto) may be deemed to be in full force and effect.  The Rules shall have the
same  force  and  effect  as  if  set  forth  herein  and  made  a  part of this
Declaration.

8.13 Maintenance  Standards.

     Declarant shall have the power but not the duty to adopt, amend, supplement
and  repeal  the Maintenance Standards; provided, however, that at no time shall
the  standards  set  forth  therein for repair and maintenance be lower than the
minimum  standards set forth in this Declaration or required by the Governmental
Requirements,  and  provided  further  that the Maintenance Standards may impose
higher  standards  of maintenance for areas within the Project visible from main
public  streets  and/or the Common Area than from those areas within the Project
not so visible.  Whether or not Maintenance Standards have been adopted, nothing
in  this  Section  8.13  shall  be  construed  as  relieving  any Owner from the
obligation  to  at  all  times  comply with the minimum standards for repair and
maintenance  set forth in this Declaration.  A copy of the Maintenance Standards
shall  be  given  to  each Owner not less than ten (10) business days before the
same  may  be  deemed to be in full force and effect.  The Maintenance Standards
shall  have  the same force and effect as if set forth herein and made a part of
this  Declaration.

8.14 Right  to  Grant  Easements.


8.3  Utilities.

     Declarant  shall have the power and the duty to pay all charges for utility
services for the Common Area which charges shall be included in Common Expenses.

8.4  Common  Area.

     Declarant  shall  have the power and the duty to manage, operate, maintain,
repair, restore, add to and replace the Common Area and all Improvements located
thereon  (including,  without limitation, the express obligation at all times to
preserve,  plant,  install,  repair  and  maintain  the


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<PAGE>
Common  Area  as set forth in this Declaration), and all other property (whether
real  or  personal)  owned  by  Declarant.

8.5  Enforcement.

          8.14.1     Declarant  shall  have  the  power  and  the  duty to grant
utility  and  other  easements,  through,  over, under, across and on the Common
Area,  which  are  reasonably  necessary  or  appropriate in connection with the
operation or activities of Declarant or to the ongoing development of lands held
by  Declarant  or  an  affiliate  of  Declarant in the vicinity of the Project.

          8.14.2     Declarant  shall  have  the  power and the duty to relocate
easements  for ingress and egress through, over, under, across and on the Common
Area;  provided,  however,  that  Declarant  shall  use  reasonable  criteria in
deciding  which  easements  are  to  be  relocated  and  to  what  location.

          8.14.3     Declarant  shall  have  the  power  but  not  the  duty  to
institute  any  other services for the benefit of the Owners deemed advisable by
Declarant.

8.15 Limitation  on  Liability  of  Declarant;  Indemnification.

         8.15.1     Declarant  (or  any  Agent of Declarant when acting in such
capacity),  shall not be liable to any Owner or Occupant or any other Person for
any  damage,  loss,  or  prejudice  suffered  or  claimed on account of any act,
omission, error or negligence of Declarant (or such Agent) if Declarant (or such
Agent)  has  acted  in  good  faith.

          8.15.2     Each Owner, by accepting its deed or assignment of lease or
by  executing  a sublease, as the case may be, agrees personally and for all its
Occupants  and Permittees to indemnify Declarant (or any Agent of Declarant when
acting  in  such capacity), and to defend such Declarant (or such Agent) against
any  liability  for  any  damage,  loss  or  prejudice  suffered  or


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                                                            [20th Century Plaza]

<PAGE>
claimed  on  account  of any act, omission, error or negligence of Declarant (or
such  Agent)  if  Declarant  (or  such  Agent)  has  acted  in  good  faith.

          8.15.3     In  addition to  the  foregoing  Section  8.15.2, Declarant
hereby  agrees  to  indemnify  such  Agent  and to defend such Agent against any
liability  for  any  damage, loss or prejudice suffered or claimed on account of
any act, omission, error or negligence by such Agent in performing his duties on
behalf  of  Declarant.

          8.15.4     In  addition  to the foregoing in Section 8.15.3, Declarant
hereby  agrees  to  indemnify  any  director,  officer,  member  or  employee of
Declarant  against  any  liability for any damage, loss or prejudice suffered or
claimed  on  account of any act, omission, error or negligence by such director,
officer  or  employee  in  representing  Declarant  in Declarant's dealings with
Declarant,  the  Owners  or  the  Project.

          8.15.5     The  indemnities  set  forth  in Sections 8.15.3 and 8.15.4
above shall continue only for so long as Declarant or any affiliate of Declarant
owns  any  Parcel.

                                   ARTICLE IX

                                  COMMON AREA

9.1  Easement  of  Enjoyment.

     All  Owners  and  Occupants shall have a right and easement of enjoyment in
and  to  portions  of  the  Common Area as set forth in Section 5.2 above, which
right and easement shall be appurtenant to and shall pass with the title to each
such Parcel; provided, however, that such right and easement shall be subject to
the  following:

                    9.1.1     The  right  of  Declarant  to  transfer  all  or
substantially  all  of its assets, including all or any part of the Common Area;
and

                    9.1.2     The  right  of  Declarant  to  adopt,  amend,
supplement  and  enforce  the  Rules.

9.2  Use  of  Common  Areas  by  Owners  and  Occupants.

     Except  as  otherwise specifically provided in this Declaration, the use of
the  Common  Areas  by each Owner and Occupant, and their respective Permittees,
shall  be  in  common  with all other Owners and Occupants, and their respective
Permittees.  Each  Owner  shall  keep  the  Common  Areas  free and clear of any
obstructions  created  or permitted by such Owner or resulting from such Owner's
or  its  Occupant's  or their Permittees' operation of its business so as not to
unreasonably  interfere  with  the  use  and  enjoyment  by  the other Owner and
Occupants,  and  their  respective  Permittees,  of  the  Common  Areas.  Unless
otherwise  stated  herein,  the  Common  Area  shall  be  used by the Owners and
Occupants,  and  their  respective  Permittees,  in  accordance with the Rules.


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9.3     Building  Exterior  Maintenance  Standards.

     All  Building exteriors shall be maintained at all times in a neat, orderly
and  weatherproof  manner,  including,  without limitation, periodic painting or
cleaning  if  either  is  customary  with  respect  to the exterior construction
materials  employed  for  such  Building.

9.4     Expansion  of  Common  Area.

     At any time, Declarant may, but need not, by purchase, lease, acceptance of
gift  or  other transaction (and without the consent of the other Owners) obtain
or acquire, any lands, personal property or rights therein, and thereby increase
and  expand the Common Area, whereupon the maintenance of such additional Common
Area  shall  become  the obligation of Declarant and shall be included in Common
Expenses.

9.5     Covenant  Against  Partition.

     Each  Owner shall be deemed to covenant and agree for itself and its heirs,
personal  representatives,  successors  and  assigns,  that  there  shall  be no
judicial  partition  of the Common Area and the same shall remain undivided, nor
shall  Declarant or any Person acquiring any interest in the Project or any part
thereof,  seek  any such judicial partition unless the structures in the Project
are  totally  or  partially  destroyed  and  the  Owners elect not to rebuild as
hereinabove  provided.  Each  Person acquiring any interest in the Project shall
by  such  acquisition  be  deemed  to  have waived any right to partition of any
Parcel  or  the  Common  Area,  except  as herein provided.  Notwithstanding the
foregoing,  if  any  Parcel  shall  be owned by two or more tenants-in-common or
joint  tenants,  nothing herein contained shall be deemed to prevent a partition
by  sale of such Parcel (exclusive of any portion of any Parcel which is part of
the  Common  Area) as between such tenants-in-common or joint tenants.  No Owner
may  sell  or  convey all or part of its undivided interest in any of the Common
Area, except in conjunction with the sale of its Parcel, nor may it encumber any
part  or  all of its undivided interest in the Common Area except in conjunction
with  an  encumbrance  of  its  Parcel.

                                    ARTICLE X

                                  ENFORCEMENT

10.1     Abatement  and  Suit.

                    10.1.1     Subject  to  the  restrictions set forth in this
Declaration  and  those imposed by law, the violation or breach of any covenant,
condition, restriction or provision contained in the Controlling Documents shall
give  Declarant  and  its agents, employees, representatives and contractors the
right  to  enter  upon  such  portion  of  the  Project upon or as to which said
violation  or breach exists and to summarily abate and remove, at the expense of
the  Owner  thereof,  any  structure,  thing  or  condition that may be or exist
thereon  contrary  to  the  intent  and  meaning  of the Controlling Documents.

                    10.1.2     Declarant and any aggrieved Owner shall have the
right  to  prosecute  a  proceeding at law or in equity, or initiate arbitration
proceedings  pursuant  to  Article  XIII  below,


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                                                            [20th Century Plaza]
<PAGE>
against  any  Owner or Occupant or any other Person or Persons who have violated
or  who  have attempted to violate any of the provisions, covenants, conditions,
and  restrictions  set  forth in the Controlling Documents, to enjoin or prevent
them  from  doing  so,  to  cause  said violation or breach to be remedied or to
recover  damages  for  said  violation;  provided,  however, that nothing herein
contained  shall  be  deemed to impose upon Declarant or any aggrieved Owner any
liability  for  the failure to correct or prosecute a violation or breach of the
Controlling  Documents.

                    10.1.3     Each Person comprising an Owner shall be jointly
and  severally  liable  with  each  other  Person  comprising such Owner for the
violation  or  breach  of  any  covenant,  condition,  restriction  or provision
contained  in  the Controlling Documents (i) existing upon the Parcel or Parcels
owned  by  such Owner, or (ii) caused or committed by such Owner or any Occupant
or  their  respective  Permittees.

10.2     Deemed  to  Constitute  a  Nuisance.

     The  result  of  every  action or omission whereby any covenant, condition,
restriction  or  provision  herein  contained is violated in whole or in part is
hereby declared to be and constitute a nuisance, and every remedy allowed by law
or  equity  against  anyone  causing  a nuisance shall be applicable against the
Owner, Occupant or any other Person responsible for such action or omission, and
may  be  exercised  by  Declarant  and/or  any  aggrieved  Owner.

10.3     Inspection.

     Declarant  and its representatives may, from time to time at any reasonable
hour or hours and without notice to any Owner or Occupant, enter and inspect any
Parcel  to  ascertain whether such Parcel, the Improvements thereon and the uses
thereof  are  in  compliance  with the Controlling Documents.  In such event, no
entering  Person  (nor  Declarant  itself) shall thereby be deemed guilty of, or
become  liable  for,  any  manner of trespass or unlawful entrance in connection
with  such  entry  and  inspection.

10.4     Failure  to  Enforce  Not  a  Waiver  of  Rights.

     The  failure  of  Declarant or any aggrieved Owner to enforce any covenant,
condition, restriction or provision herein contained shall in no event be deemed
to  be a waiver of the right to thereafter do so nor of the right to enforce any
other  covenant,  condition,  restriction  or  provision  set  forth  in  this
Declaration.

10.5     Enforcing  Violations.

     The  violation of any Governmental Requirement shall constitute a violation
of  this  Declaration and shall be enforceable in accordance with the provisions
of  this  Article  X.

10.6     Termination.

     Notwithstanding  anything  contained  or implied in this Declaration to the
contrary, in no event shall the remedies available hereunder for a breach of the
provisions  hereof  include  termination  of  this  Declaration.  Instead, it is
Declarant's  express  intention  that  this  Declaration


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                                                            [20th Century Plaza]
<PAGE>
be  terminable  only  upon  the  agreement of all the Owners.  Each Owner hereby
waives  any  right under law, equity or otherwise, to terminate this Declaration
under  any  circumstance  other  than  as  set forth in this Section 10.6 and in
Article  XI  hereof.

10.7     Remedy.

     Notwithstanding  the  foregoing, no Owner may exercise any remedy hereunder
unless,  after  the  failure  of  a defaulting Owner to cure a breach within the
applicable  cure period, such non-defaulting Owner delivers notice of the breach
to  each Mortgagee of the defaulting Owner of which the non-defaulting Owner has
received  notice  under Section 12.2 below, and provides such Mortgagee with the
opportunity  to  cure  such  breach  within an additional cure period; provided,
however,  that nothing herein shall entitle such Mortgagee to arbitrate a breach
that  has  already  been  arbitrated  hereunder.

10.8     Force  Majeure.

     Except  as  otherwise  provided  in  this  Article  X  or elsewhere in this
Declaration,  each  Owner  shall  be  excused  from performing any obligation or
undertaking provided in this Declaration, except any obligation to pay any money
(unless  such  payment  is  conditioned  upon  performance  of  an obligation or
undertaking  excused  by  this  Article X), in the event but only so long as the
performance of any such obligation is prevented or delayed, retarded or hindered
by  (i)  act of God, fire, earthquake, flood, explosion, action of the elements,
war,  invasion, insurrection, riot, mob violence, sabotage, inability to procure
or  general  shortage  of labor, equipment, facilities, materials or supplies in
the  ordinary  course on the open market; (ii) failure of normal transportation,
strike,  lockout,  action of labor unions; (iii) condemnation, requisition, law,
order  of  governmental  or civil or military authorities; (iv) the inability to
obtain  governmental  approvals or permits despite the exercise of due diligence
and good faith efforts; or (v) any other cause, whether similar or dissimilar to
the  foregoing,  not  within  the  reasonable  control  of such Owner (financial
ability or negligence excepted).  Each Owner shall give notice of any such delay
to  the  other Owner within thirty (30) days of such Owner's actual knowledge of
the  occurrence of the event with respect to which such Owner intends to claim a
permitted  delay  hereunder.

10.9     Correction  of  Site  Descriptions,  Descriptions  of  Easements.

     By  reason  of  inadvertent  construction  errors, the Buildings may not be
precisely  constructed  within  their respective Parcels.  As soon as reasonably
possible  after  completion  of  the  construction  of  each Building, the Owner
thereof,  at  its  expense,  shall  cause an "as-built" survey to be made of its
Parcel.  If  such  survey  discloses that the Building causing such survey to be
made  has  not been constructed precisely within such Owner's Parcel, then, upon
request  of  the  constructing  Owner,  the  other  Owner  shall  grant  to  the
constructing  Owner  an  easement  over  that  portion  of the Common Area as is
required  to  allow the location of such Building as shown on the survey and the
constructing  Owner shall grant to the other Owner an easement over that portion
of its Parcel upon which the Building is not located for use as a portion of the
Common  Area.  Any  such  easements  shall  remain  in existence so long as such
Building  shall  be  in  existence.  Nothing herein contained shall be deemed to
relieve  or  excuse  either  Owner  from


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                                                            [20th Century Plaza]
<PAGE>
exercising  all  due diligence to construct its Building within its Parcel.  All
of  the  costs  and  expenses  of  granting  such  easements,  including without
limitation,  any  attorneys'  fees incurred in connection therewith by the other
Owner,  and of improving the portion of the constructing Owner's Parcel which is
to  be used as a portion of the Common Area so as to integrate such portion into
the  Common  Area  shall  be  borne  solely  by  the  constructing  Owner.

                                   ARTICLE XI

                           TERMINATION AND AMENDMENT

11.1     Duration.

     This Declaration shall be effective as of the date of Recordation and shall
continue  in  full  force  and  effect  for  ninety-nine (99) years or until the
expiration  or  earlier  termination  of the Ground Lease, whichever is earlier.
Thereafter,  this  Declaration  shall  be  automatically extended for successive
periods  of  ten (10) years each, unless an instrument signed by all then Owners
of  the  Parcels,  and consented to by their Mortgagees, is duly Recorded, which
Recordation  shall  occur  at  least  one  (l) year prior to the end of any such
period  for  the purpose of terminating or amending this Declaration in whole or
in  part,  or  with respect to the application of this Declaration to any Parcel
existing  at  that  time.  Upon  termination of this Declaration, all rights and
privileges  derived from, and all duties and obligations created and imposed by,
the provisions of this Declaration, shall terminate and have no further force or
effect;  provided,  however,  that the termination of this Declaration shall not
limit  or  affect  any remedy at law or in equity of any Owner against any other
Owner  with  respect  to  any liability or obligation arising or to be performed
under  this  Declaration  prior  to  the  date  of  such  termination.

11.2     Amendments.

     The provisions of this Declaration may be modified or amended only upon the
agreement  of Owners (including, as applicable, Declarant) who own a majority of
the  Parcel  Area.  Notwithstanding the foregoing, any modification or amendment
to  this  Declaration shall comply with the following: (1) any such modification
or  amendment  must  be  within the general spirit and overall intention of this
Declaration,  (2)  prior  to  any such modification or amendment Declarant shall
obtain the approval of any governmental agency to such modification or amendment
where  such  approval  is  required  by  such  governmental  agency,  (3)  any
modification  or amendment shall not provide for any type of Improvements or use
presently  specifically prohibited by this Declaration, (4) such modification or
amendment shall not materially adversely affect any Owner (or the Declarant), or
its  rights,  duties  and  privileges specified in this Declaration, without the
written  consent of such Owner and any Mortgagee of such Owner, and (5) any such
modification  or  amendment  shall not increase an Owner's pro-rata share of the
Common  Expenses  without the written consent of such Owner and any Mortgagee of
such  Owner.  No  such  modification  or  amendment shall be effective until the
Owners  have  been  given  thirty (30) days prior written notice of the proposed
change  and  a proper instrument in writing has been executed, acknowledged, and
Recorded.  Notwithstanding the foregoing, any such amendment or modification, to
be effective, must also be approved in writing by (a) the affected Mortgagees if
such amendment or modification would either (i) affect the protection and rights
of  such


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                                                            [20th Century Plaza]
<PAGE>
Mortgagees  as  set  forth  in  Article  XII  below,  (ii)  change the method of
calculating Owner's respective proportionate shares of Common Expenses, or (iii)
affect  the  validity  of  such  Mortgagee's  security.

11.3     Termination  of  Declarant's  Interest.

     Declarant's  right  to  enforce  the  provisions  of this Declaration shall
continue  for  so  long  as  Declarant  owns any Parcel; provided, however, that
Declarant  shall  be  entitled, at any earlier time, by an instrument in writing
executed  and  acknowledged  and  Recorded, to terminate in whole or in part its
right  to  enforce  the  provisions  of  this  Declaration.

                                   ARTICLE XII

                               RIGHTS OF LENDERS

12.1     Priority  of  Lien  of  Mortgage.

     This  Declaration  shall  be and remain senior in priority to all Mortgages
hereafter  executed  upon  the  Project,  any  Parcel  or  any  portion thereof;
provided,  however,  that no breach of the covenants, conditions or restrictions
herein  contained  or foreclosure of any lien herein created for Common Expenses
shall  affect,  impair, defeat or render invalid the lien, charge or priority of
any  Mortgage  made  in  good  faith  and for value encumbering any Parcel.  Any
Mortgagee or other Owner whose title to a Parcel is derived through foreclosure,
trustee's  sale  or deed in lieu of foreclosure, shall take title to such Parcel
subject  to,  and  shall  be  bound  by,  all  the  covenants,  conditions  and
restrictions  set  forth  in  this  Declaration.

12.2     Notice  of  Default.

     Each  Mortgagee,  upon  filing a written request for such notification with
Declarant,  is entitled to written notification from Declarant of any default by
the  Owner  of  such  Parcel  or  Building  in the performance of the applicable
Owner's  obligations  under  this Declaration, which default is not cured within
thirty  (30)  days  after Declarant gives written notice thereof to such Owner.

12.3     Request  for  Notice.

     No Mortgagee shall be entitled to receive any notice which this Declaration
requires Declarant to give to such Mortgagee unless and until such Mortgagee has
delivered  to  Declarant  a  written  request for such notice.  Such request for
notice  shall state which Parcel or Improvement is encumbered by its mortgage or
subject  to a ground lease.  Notwithstanding the foregoing or anything contained
in  this  Declaration,  any  Mortgagee  where  Declarant  is  mortgagor  shall
automatically be entitled to receive any notice or other information or material
which  this  Declaration  requires  to  be given to Declarant, without a written
request for such notice, so long as the mortgage includes a notice provision for
the  Mortgagee.  A  Mortgagee's  rights pursuant to this Declaration, including,
without  limitation,  the priority of the lien of its mortgage over the lien for
Common  Expenses  levied  by  Declarant  hereunder  shall not be affected by the
failure  to  request such notice.  Any request for notice delivered to Declarant
and  the  automatic  notice


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<PAGE>
provisions  hereof  shall  remain  effective  without  any further action by the
requesting  Person  for  so  long  as  the requesting Person continues to be the
Mortgagee,  with  respect to the Parcel or Improvement for which the request for
notice  was  given.

12.4     Curing  Defaults.

     A  Mortgagee  or  the  immediate transferee of such Mortgagee, who acquires
title by judicial foreclosure, a deed in lieu of foreclosure or trustee sale, or
otherwise,  shall  not be obligated to cure any breach of the provisions of this
Declaration  which  occurred  before  such  Mortgagee or transferee acquired the
title  to  a  Parcel  if (a) such breach is noncurable or of a type which is not
practical  or  feasible  to  cure, and (b) such Mortgagee did not have notice of
such a breach at the time it acquired a lien or security interest in the Parcel.


12.5     Availability  of  Documents.

     Declarant  shall  make available to Owners and Mortgagees current copies of
the  Controlling  Documents.  "Available"  means  available for inspection, upon
request,  during  normal business hours or under other reasonable circumstances.


12.6     Conflicts.

     In  the event of any conflict between any of the provisions of this Article
XII  and any of the other provisions of this Declaration, the provisions of this
Article  XII  shall  control.

                                  ARTICLE XIII

             WAIVER OF JURY TRIAL, ARBITRATION, LITIGATION EXPENSES

13.1     WAIVER  OF  TRIAL  BY  JURY.

     ANY  LITIGATION  COMMENCED  BY  ANY OWNER AGAINST ANY OTHER OWNER RESULTING
FROM  ANY  BREACH  OR  ALLEGED  BREACH OF THE TERMS OF THIS DECLARATION SHALL BE
TRIED WITHOUT A JURY AND ANY SUCH OWNER SHALL BE DEEMED TO HAVE WAIVED ANY RIGHT
TO  A  TRIAL  BY  JURY.

13.2     Arbitration.

          13.2.1.     General  Submittals  to  Arbitration.  Notwithstanding
                       ------------------------------------
anything  to  the  contrary  contained in this Declaration, the submittal of all
matters  to arbitration in accordance with the terms of this Section 13.2 is the
sole  and  exclusive  method, means and procedure to resolve any and all claims,
disputes  or  disagreements  arising  under  this Declaration, except for claims
which (A) seek anything other than enforcement of rights under this Declaration,
or  (B)  which  are primarily founded upon matters of fraud, willful misconduct,
bad  faith  or  any  other allegations of tortious action, and seek the award of
punitive or exemplary damages, which disputes shall be resolved by suit filed in
the  Superior  Court  of  Los  Angeles County, California, the decision of which
court  shall  be  subject  to  appeal  pursuant  to  applicable  law.


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          13.2.2.     JAMS.  Any  dispute  to  be  arbitrated  pursuant  to the
                       ----
provisions  of  this  Section  13.2  shall  be determined by binding arbitration
before  a  retired  judge  of the Superior Court of the State of California (the
"Arbitrator")  under  the auspices of Judicial Arbitration & Mediation Services,
Inc. ("JAMS").  Such arbitration shall be initiated by the parties, or either of
them,  within  ten  (10)  days  after  either  party  sends  written notice (the
"Arbitration  Notice")  of a demand to arbitrate by registered or certified mail
to  the  other  party  and  to  JAMS.  The  Arbitration  Notice  shall contain a
description  of  the subject matter of the arbitration, the dispute with respect
thereto,  the  amount  involved, if any, and the remedy or determination sought.
The  parties  may  agree  on  a retired  judge from the JAMS panel.  If they are
unable to promptly agree, JAMS will provide a list of three available judges and
each  party  may  strike one.  The remaining judge (or if there are two, the one
selected by JAMS) will serve as the Arbitrator.  In the event that JAMS shall no
longer  exist  or if JAMS fails or refuses to accept submission of such dispute,
then  the  dispute  shall be resolved by binding arbitration before the American
Arbitration  Association  ("AAA")  under  the AAA's commercial arbitration rules
then  in  effect.

          13.2.3.     Arbitration  Procedure.
                       ----------------------

               13.2.3.1     Pre-Decision  Actions.  The  Arbitrator  shall
                             ---------------------
schedule a pre-hearing conference to resolve procedural matters, arrange for the
exchange  of  information,  obtain  stipulations,  and  narrow  the issues.  The
parties  will  submit  proposed  discovery  schedules  to  the Arbitrator at the
pre-hearing  conference.  The scope and duration of discovery will be within the
sole  discretion of the Arbitrator.  The Arbitrator shall have the discretion to
order  a  pre-hearing exchange of information by the parties, including, without
limitation,  production  of  requested  documents,  exchange  of  summaries  of
testimony  of  proposed  witnesses, and examination by deposition of parties and
third-party witnesses.  This discretion shall be exercised in favor of discovery
reasonable  under  the  circumstances.

               13.2.3.2     The  Decision.  The  arbitration shall be conducted
                             -------------
in  Los  Angeles,  California.  Any party may be represented by counsel or other
authorized  representative.  In  rendering  a  decision(s), the Arbitrator shall
determine the rights and obligations of the parties according to the substantive
and  procedural  laws of the State of California and the terms and provisions of
this  Declaration.  The  Arbitrator's  decision  shall  be based on the evidence
introduced  at  the  hearing,  including  all  logical and reasonable inferences
therefrom.  The  Arbitrator  may make any determination, and/or grant any remedy
or  relief  that  is  just  and  equitable.  The  decision must be based on, and
accompanied by, a written statement of decision explaining the factual and legal
basis  for  the  decision  as to each of the principal controverted issues.  The
decision  shall be conclusive and binding, and it may thereafter be confirmed as
a  judgment  by  the  Superior Court of the State of California, subject only to
challenge  on  the  grounds  set forth in the California Code of Civil Procedure
Section 1286.2.  The validity and enforceability of the Arbitrator's decision is
to be determined exclusively by the California courts pursuant to the provisions
of  this  Declaration.  The  Arbitrator  may  award  costs,  including  without
limitation  attorneys'  fees,  and  expert  and witness costs, to the prevailing
party,  if  any,  as  determined  by  the  Arbitrator  in  his  discretion.  The
Arbitrator's  fees  and  costs  shall  be  paid  by  the non-prevailing party as
determined  by  the  Arbitrator  in  his  discretion.  A  party  shall  be


                              EXHIBIT P - Page -31-                       CCR&Rs
                                                            [20th Century Plaza]
<PAGE>
determined  by the Arbitrator to be the prevailing party if its proposal for the
resolution  of  dispute  is  the  closer  to  that  adopted  by the Arbitrator.

13.3     Attorney's  Fees  and  Costs.

     If  any  Owner,  Occupant  or  Declarant brings an action against any other
Owner,  Occupant  or Declarant by reason of a breach or alleged violation of any
covenant,  term or obligation of this Declaration, or for the enforcement of any
provision  of this Declaration or otherwise arising out of this Declaration, the
prevailing  party  in  such  action  shall  be  entitled to its cost of suit and
reasonable attorneys' fees, which shall be made part of any judgment rendered in
such  action.  For  the purposes of this Declaration, the term "attorneys' fees"
shall  mean  the  fees  and expenses of counsel to the parties hereto, which may
include  post-judgment  motions,  contempt  proceedings,  garnishment,  levy and
debtor  and  third-party  examinations,  discovery,  bankruptcy,  litigation,
printing,  photostating, duplicating and other expenses, air freight charges and
fees billed for law clerks, paralegals and other persons not admitted to the bar
but performing services under the supervision of an attorney, all of which shall
be  deemed  to  have  accrued  upon  the  commencement  of  such  action.

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

14.1     Constructive  Notice  and  Acceptance.

     Every  Person  who  now  or  hereafter owns or acquires any right, title or
interest  in  or  to  any  portion  of the Project or any Parcel is and shall be
conclusively  deemed  to have consented and agreed to every covenant, condition,
restriction  and  provision  contained  in  this Declaration, whether or not any
reference  to  this  Declaration  is  contained  in the instrument by which such
Person  acquired  an  interest  in  the  Project.

14.2     Declarant's  Rights  Under  Other  Documents.

     Nothing herein contained shall prejudice or diminish in any way Declarant's
rights  under any other documents which may be subsequently Recorded against all
or  any  portions  of  the  Project.

14.3     Land  Use  Matters.

     Declarant  shall  retain the right, in its sole discretion, for the benefit
of  the  Parcels  of  which  Declarant or an affiliate of Declarant then retains
ownership  or  for  the  benefit  of all or any other portion of the Project, to
apply  for,  obtain, prepare, change, amend, supplement, modify or terminate any
Governmental  Requirement or any Controlling Document.  Each Owner, by accepting
its  deed or assignment of lease or by executing a sublease, as the case may be,
and  each Occupant, by accepting the right to occupy a Parcel, agrees to support
the  general plan of improvement and development of the Project, as from time to
time  conceived,  determined, amended, modified or supplemented by Declarant and
affiliates  of  Declarant,  and further agrees that it will cooperate with, take
all  steps  required  of  it  to  accomplish  the  foregoing  and  not


                              EXHIBIT P - Page -32-                       CCR&Rs
                                                            [20th Century Plaza]
<PAGE>
oppose  or  interfere in any fashion (including, without limitation, by speaking
out  at  public  hearings)  with  Declarant's (or such affiliate of Declarant's)
efforts  to  complete development of the Project (including, without limitation,
ingress  and  egress  through  lands  immediately  adjacent  to  the  Project).

14.4     Notices.

          14.4.1     Except as otherwise expressly provided in this Declaration
or  required  by  law,  all  notices,  consents,  requests,  demands, approvals,
authorizations  and  other  communications (each a "Notice") provided for herein
shall  be  in  writing  and  shall  be  (A)  sent  by United States certified or
registered  mail,  postage  prepaid,  return  receipt  requested  ("Mail");  (B)
transmitted  by telecopy, if such telecopy is promptly followed by a Notice sent
by  Mail;  (C)  delivered  by  a nationally recognized overnight courier, or (D)
delivered  personally.  Any  Notice shall be sent, transmitted, or delivered, as
the  case may be, to the intended party at its last known address.  For purposes
of  this Section 14.4, "last known address" with respect to any Owner shall mean
such  Owner's  address  supplied  by  such Owner to Declarant.  If no address is
supplied,  then  such  Owner's  address shall be deemed to be the address of any
Parcel  owned by such Owner.  If personally delivered, then such Notice shall be
effective  upon delivery.  If sent by telex or fax transmission or other form of
electronic  transmission,  then such Notice shall be effective upon transmission
(if  prior  to  6:00  p.m. in the recipient's time zone; but if after 6:00 p.m.,
then  such Notice shall be effective at 9:00 a.m. on the next business day after
such  transmission).  If  mailed,  then such Notice shall be deemed given on the
third  day  after  it is deposited in the mail in accordance with the foregoing.
Any correctly addressed Notice that is refused, unclaimed or undelivered because
of  an  act  or  omission  of the party to be notified shall be considered to be
effective  as  of  the  first  date  that  such Notice was refused, unclaimed or
considered  undeliverable  by  the postal authorities, messenger, officer of the
law  or  overnight  delivery  service.

          14.4.2     With  respect  to  (i)  any such notice, consent, request,
demand,  approval,  authorization  or  communication,  and  (ii) any document or
instrument (whether a Controlling Document or otherwise) given or made available
to any Owner hereunder or under any of the other Controlling Documents and which
might  concern  an  Occupant  of  such  Owner's  Parcel,  it  shall  be the sole
responsibility of such Owner to make a copy thereof available in a timely manner
to  such  Occupant.

14.5     Liberal  Construction.

     The  provisions  of  this  Declaration  shall  be  liberally  construed  to
effectuate  its  purpose.  The  failure  to  enforce  any  provision  of  this
Declaration  shall  not  constitute  a waiver of the right to thereafter enforce
such  provision  or  the  right  to  enforce  any  other  provision  hereof.

14.6     Singular  Includes  Plural.

     Whenever  the  context  of  this  Declaration  requires, the singular shall
include the plural, and vice versa, and the masculine shall include the feminine
                        ----------
and  vice  versa.
     -----------


                              EXHIBIT P - Page -33-                       CCR&Rs
                                                            [20th Century Plaza]
14.7     Headings.

     Section  and Article headings, where used in this Declaration, are inserted
for  convenience  only and are not intended to be a part hereof or in any way to
define,  limit  or describe the scope and intent of the particular provisions to
which  they  refer.

14.8     Effect  of  Invalidation.

     Each covenant, condition and restriction of this Declaration is intended to
be,  and  shall  be  construed  as,  independent  and  severable from each other
covenant,  condition and restriction.  If any covenant, condition or restriction
of  this  Declaration is held to be invalid by any court, the invalidity of such
covenant,  condition  or  restriction  shall  not  affect  the  validity  of the
remaining  covenants,  conditions  and  restrictions  hereof.

14.9     Cumulative  Remedies.

     Each  remedy  provided  for  in  this Declaration and/or in the Controlling
Documents  shall  be  cumulative and not exclusive.  The failure to exercise any
remedy  provided for in this Declaration or any other Controlling Document shall
not constitute a waiver of such remedy or of any other remedy provided herein or
therein.

14.10     Conflicting  Provisions.

     In  the  case  of any conflict between this Declaration or any of the other
Controlling  Documents,  this  Declaration  shall  control.


                              EXHIBIT P - Page -34-                       CCR&Rs
                                                            [20th Century Plaza]
<PAGE>
14.11     Approvals.

     Any  reference  in  the Declaration to an approval by the Declarant, shall,
unless  set  forth  otherwise,  be deemed to be in Declarant's sole and absolute
discretion.

IN  WITNESS  WHEREOF, Declarant has hereunto affixed the following signatures as
of  the  date  first  above  written.

                                      "Landlord":

                                      TISHMAN WARNER CENTER VENTURE, LLC,
                                      a California limited liability company

                                      By:  TIW INVESTMENT CORPORATION,
                                           a California corporation,
                                           Its manager

                                           By:
                                              ----------------------------------
                                                Alan D. Levy,
                                                Chief Executive Officer


                                                            [20th Century Plaza]
<PAGE>


STATE  OF                )
                         )  ss.
COUNTY  OF               )



     On  ________________________, before me, ________________________, a Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged  to  me  that  he executed the same in his authorized capacity, and
that  by  his signature on the instrument, the person, or the entity upon behalf
of which the person acted, executed the instrument.

WITNESS my hand and official seal.

                  ____________________________________________
                      Notary Public in and for said State




                              EXHIBIT P - Page -34-                       CCR&Rs
                                                            [20th Century Plaza]
<PAGE>
                            EXHIBIT "A" TO EXHIBIT P
                            ------------------------

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

                                   THE CENTER
                                   ----------
















                      EXHIBIT "A" TO EXHIBIT P - Page -1-                 CCR&Rs
                                                            [20th Century Plaza]
<PAGE>
















                      EXHIBIT "A" TO EXHIBIT P - Page -2-                 CCR&Rs
                                                            [20th Century Plaza]
<PAGE>
















                      EXHIBIT "A" TO EXHIBIT P - Page -3-                 CCR&Rs
                                                            [20th Century Plaza]
<PAGE>

                            EXHIBIT "B" TO EXHIBIT P
                            -------------------------

                                   SITE PLAN
                                   ----------















                      EXHIBIT "B" TO EXHIBIT P - Page -3-                 CCR&Rs
                                                            [20th Century Plaza]
<PAGE>
                                   EXHIBIT Q
                                   ----------

                               20TH CENTURY PLAZA

                       FORM OF RECOGNITION OF COVENANTS,

                          CONDITIONS, AND RESTRICTIONS



RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

ALLEN, MATKINS, LECK, GAMBLE
& MALLORY LLP
1999 Avenue Of The Stars, Suite 1800
Los Angeles, California 90067-6050

Attention:  Anton N. Natsis, Esq.



                        (Space Above For Recorder's Use)

                            RECOGNITION OF COVENANTS,

                          CONDITIONS, AND RESTRICTIONS

     This  Recognition  of  Covenants,  Conditions,  And  Restrictions  (this
"Agreement")  is entered into as of the ____ day of ___________ , 19____, by and
between  ("Landlord"),  and  ("Tenant"),  with reference to the following facts:

     A.     Landlord and Tenant entered into that certain Office Lease Agreement
dated  ______________  (the "Lease").  Pursuant to the Lease, Landlord leased to
Tenant  and  Tenant  leased  from  Landlord space (the "Premises") located in an
office  building on certain real property described in EXHIBIT A attached hereto
                                                       ---------
and  incorporated  herein  by  this  reference  (the  "Property").

     B.     The  Premises  are  located  in  an  office building located on real
property  which  is  part  of an area owned by Landlord containing approximately
____  (_) acres of real property (the "Project"), as more particularly described
in  EXHIBIT  B  attached  hereto  and  incorporated  herein  by this reference.
    ----------

     C.     Landlord,  as  declarant,  has  previously  recorded, or proposes to
record  concurrently  with  the  recordation of this Agreement, a Declaration of
Covenants,  Conditions, and Restrictions (the "Declaration"), dated __________ ,
19__,  in  connection  with  the  Project.

     D.      Tenant  is  agreeing  to recognize and be bound by the terms of the
Declaration,  and  the  parties  hereto  desire  to  set  forth their agreements
concerning  the  same.

     NOW,  THEREFORE,  in  consideration  of  (a) the foregoing recitals and the
mutual  agreements  hereinafter  set  forth, and (b) for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties  hereto  agree  as  follows,


                              EXHIBIT Q - Page -1-                        CCR&Rs
                                                            [20th Century Plaza]
<PAGE>
     1.     Tenant's Recognition of Declaration.  Notwithstanding that the Lease
            -----------------------------------
has  been executed prior to the recordation of the Declaration, Tenant agrees to
recognize  and  by bound by all of the terms and conditions of the Declaration.

     2.     Miscellaneous.
            -------------

     2.1     This  Agreement  shall  be binding upon and inure to the benefit of
the  parties  hereto  and  their  respective  heirs,  estates,  personal
representatives,  successors,  and  assigns.

     2.2     This  Agreement  is  made  in,  and shall be governed, enforced and
construed  under  the  laws  of,  the  State  of  California.

     2.3     This  Agreement constitutes the entire understanding and agreements
of  the  parties  with respect to the subject matter hereof, and shall supersede
and  replace  all  prior  understandings  and  agreements,  whether verbal or in
writing.  The  parties  confirm and acknowledge that, except as set forth in the
Lease  (the  provisions of which, notwithstanding, may not be construed to waive
or modify in any respect Tenant's obligations under this Agreement) there are no
other  promises,  covenants,  understandings,  agreements,  representations,  or
warranties  with  respect  to  the  subject  matter  of this Agreement except as
expressly  set  forth  herein.

     2.4     This Agreement is not to be modified, terminated, or amended in any
respect,  except  pursuant to any instrument in writing duly executed by both of
the  parties  hereto.

     2.5     In  the event that either party hereto shall bring any legal action
or  other  proceeding with respect to the breach, interpretation, or enforcement
of  this  Agreement,  or with respect to any dispute relating to any transaction
covered  by  this Agreement, the losing party in such action or proceeding shall
reimburse  the  prevailing party therein for all reasonable costs of litigation,
including  reasonable attorneys' fees, in such amount as may be determine by the
court  of  other  tribunal  having  jurisdiction,  including matters on appeal.

     2.6     All  captions  and  heading  herein are for convenience and ease of
reference  only,  and  shall not be used or referred to In any way in connection
with  the  interpretation  or  enforcement  of  this  Agreement.

     2.7     If  any  provision of this Agreement, as applied to any party of to
any  circumstance, shall be adjudged by a court of competent jurisdictions to be
void  or  unenforceable  for  any  reason,  the  same shall not affect any other
provision  of  this  Agreement,  the  application  of  such  provision  under
circumstances  different  form  those  adjudged by the court, or the validity or
enforceability  of  this  Agreement  as  a  whole.

     2.8     Time  is  of  the  essence  of  this  Agreement.

     2.9     The  Parties  agree  to execute any further documents, and take any
further  actions, as may be reasonable and appropriate in order to carry out the
purpose  and  intent  of  this  Agreement.


                              EXHIBIT Q - Page -2-                        CCR&Rs
                                                            [20th Century Plaza]
<PAGE>
     2.10     As  used herein, the masculine, feminine or neuter gender, and the
singular and plural numbers, shall each be deemed to include the others whenever
and  whatever  the  context  so  indicates.















                              EXHIBIT Q - Page -3-                        CCR&Rs
                                                            [20th Century Plaza]
<PAGE>

                        SIGNATURE PAGE OF RECOGNITION OF

                     COVENANTS, CONDITIONS, AND RESTRICTIONS

     IN  WITNESS WHEREOF, the parties hereto have duly executed this Lease as of
the  day  and  year  first  above  written.

                                        "Landlord":


                                        --------------------------------,
                                        a
                                           ------------------------------
                                        By:
                                           ------------------------------
                                           Its:
                                               --------------------------



                                        "Tenant":


                                        --------------------------------,
                                        a
                                           ------------------------------
                                        By:
                                           ------------------------------
                                           Its:
                                               --------------------------


                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>

STATE OF                 )
                         )  ss.
COUNTY OF                )

On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.

WITNESS my hand and official seal.

                  ____________________________________________
                      Notary Public in and for said State





STATE OF                 )
                         )  ss.
COUNTY OF                )

On  ________________________,  before  me,  ________________________,  a  Notary
Public  in  and  for  said  state,  personally appeared _______________________,
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to  be  the  person  whose  name  is  subscribed  to  the  within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and  that by his/her signature on the instrument, the person, or the entity upon
behalf  of  which  the  person  acted,  executed  the  instrument.

WITNESS my hand and official seal.

                  ____________________________________________
                      Notary Public in and for said State










                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>






                               20TH CENTURY PLAZA

                                  OFFICE LEASE

                             6303 OWENSMOUTH AVENUE

NOTE:  TENANT  IS NOT REQUIRED TO NOTIFY LANDLORD THAT TENANT ELECTS TO EXERCISE
ITS  EXTENSION  OPTION(S)  UNTIL  THIRTY  (30) DAYS AFTER TENANT'S RECEIPT OF AN
"EXTENSION REMINDER NOTICE" FROM LANDLORD (SEE SECTION 2.3.3).
                                               -------------

                       TISHMAN WARNER CENTER VENTURE, LLC,
                     A CALIFORNIA LIMITED LIABILITY COMPANY,
                                  as Landlord,

                                       and

                            20TH CENTURY INDUSTRIES,
                            A CALIFORNIA CORPORATION,
                                   as Tenant.








                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6303 Owensmouth]
<PAGE>

                               20TH CENTURY PLAZA

                       SUMMARY OF BASIC LEASE INFORMATION

     The  undersigned  hereby  agree  to  the following terms of this Summary of
Basic  Lease  Information  (the "Summary").  This Summary is hereby incorporated
into  and  made  a  part of the attached Office Lease (the "Office Lease") which
pertains  to  the  "Project," as that term is defined in the Office Lease, to be
known  as  "20TH  CENTURY  PLAZA"  located  in Woodland Hills, California.  This
Summary and the Office Lease are collectively referred to herein as the "LEASE".
Each  reference  in  the Office Lease to any term of this Summary shall have the
meaning  set  forth  in  this Summary for such term.  In the event of a conflict
between  the terms of this Summary and the Office Lease, the terms of the Office
Lease  shall  prevail.  Any  capitalized  terms  used  herein  and not otherwise
defined  herein  shall  have  the  meanings  set  forth  in  the  Office  Lease.

<TABLE>
<CAPTION>
               TERMS OF LEASE
     (References are to the Office Lease)              DESCRIPTION
     ------------------------------------              -----------
<S>                                        <C>

1.   Date:                                 April 8, 1998.

2.   Landlord:                             TISHMAN WARNER CENTER
                                           VENTURE, LLC, a California limited
                                           liability company

3.   Tenant:                               20TH CENTURY INDUSTRIES, a
                                           California corporation.

4.   Premises (Article 1).

     4.1 Building Address:                 6303 Owensmouth Avenue, Woodland
                                           Hills, California  91367

     4.2 Premises:                         A total of 172,520 rentable square feet
                                           of space in the Building as described in
                                           SECTION 1.1 of the Office Lease.
                                           -----------

5.   Lease Term (Articles 1 and 2).

     5.1 Length of Term:                   Fifteen (15) years .


                                      (ii)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>
     5.2 Lease Commencement Date:          The date which is one hundred twenty
                                           (120) days after the date as of which the
                                           last of the seven (7) floors constituting
                                           the Premises are delivered to Tenant
                                           "Ready for Construction," as that term
                                           is defined in SECTION 1 of the Tenant
                                                         ---------
                                           Work Letter (which Lease
                                           Commencement Date is anticipated to
                                           be December 1, 1999).

     5.3 Lease Expiration Date:            On the fifteenth (15th) anniversary of
                                           the Lease Commencement Date (which
                                           Lease Expiration Date is anticipated to
                                           be November 30, 2014).

6.   Base Rent (Article 3):
                                                    Annual
                                                Rental Rate per
                           Annual            Rentable Square Foot
     Lease Year            Base Rent           of the Premises
     -------------       -------------       ---------------------
     1 through 10        $5,520,640.00       $               32.00
     11 through 15       $5,779,420.00       $               33.50

7.   Additional Rent (Article 3).

     7.1 Tenant's Share:                   A fraction, the numerator of which is
                                           the total number of rentable square feet
                                           contained within the Premises from
                                           time to time and the denominator of
                                           which is 273,882 which, subject to
                                           SECTION 1.5, is the total number of
                                           -----------
                                           rentable square feet in the Building.

     7.2 Annual Direct Expense Allowance:  8.00 per rentable square foot of the
                                           Building.

8.   Security Deposit :                    None.


                                      (iii)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>
9.   Parking Pass Ratio (Article 18):      Three and thirty-nine one hundredths
                                           (3.39) parking passes for every 1,000
                                           rentable square feet in the Premises,
                                           from time to time, subject to the terms
                                           of ARTICLE 18 of the Office Lease (to be
                                             -----------
                                           adjusted upon the final determination
                                           of the rentable square footage of the
                                           Building pursuant to Section 1.5, based
                                           on the 930 parking total spaces
                                           available for the Building).

10.  Address of Tenant (Section 19.5 ):    20th Century Industries
                                           6301 Owensmouth Avenue
                                           #730 Woodland Hills, California 91367
                                           Attention:  Administrative Services

                                           with a copy to:

                                           Ervin Cohen & Jessup
                                           9401 Wilshire Boulevard
                                           9th Floor Beverly Hills
                                           California 90212
                                           Attention: David P. Kassoy, Esq.

                                           (Prior to and After Lease
                                           Commencement Date)

11.  Broker(s) (Article 14):               Tishman International Companies
                                           10900 Wilshire Boulevard, Suite 510
                                           Los Angeles, California  90024

                                           and

                                           Travers Realty Corporation
                                           550 South Hope Street, Suite 2600
                                           Los Angeles, California 90071

12.  Storage Area (Article 4):

                    Dead Storage Annual   Human Occupancy Storage
     Lease Year         Rental Rate          Annual Rental Rate
     -------------  --------------------  ------------------------
     1 through 10   $              12.50  $                  19.20
     11 through 15  $              15.00  $                  21.00
</TABLE>


                                      (iv)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>

The foregoing terms of this Summary are hereby agreed to by Landlord and Tenant.

                                    "Landlord":

                                    TISHMAN WARNER CENTER VENTURE, LLC

                                    a California limited liability company

                                    By: TIW INVESTMENT CORPORATION,
                                        a California corporation,
                                        Its manager

                                             By:
                                                --------------------------------
                                                  Alan D. Levy,
                                                  Chief Executive Officer

                                    "Tenant":

                                    20TH CENTURY INDUSTRIES,
                                    a California corporation

                                    By:
                                       --------------------------------
                                         William L. Mellick, President
                                         and Chief Executive Officer

                                    By:
                                         --------------------------------
                                         William G. Crain, Vice President








                                      (v)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


ARTICLE       SUBJECT MATTER                                     PAGE
---------------------------------------------------------------  ----
<S>           <C>                                                <C>
ARTICLE 1     PREMISES, BUILDING, PROJECT AND
              COMMON AREAS. . . . . . . . . . . . . . . . . . .    10
ARTICLE 2     LEASE TERM. . . . . . . . . . . . . . . . . . . .    10
ARTICLE 3     RENT. . . . . . . . . . . . . . . . . . . . . . .    10
ARTICLE 4     STORAGE SPACE . . . . . . . . . . . . . . . . . .    10
ARTICLE 5     USE OF PREMISES . . . . . . . . . . . . . . . . .    10
ARTICLE 6     MAINTENANCE, REPAIRS, ADDITIONS
              AND ALTERATIONS . . . . . . . . . . . . . . . . .    10
ARTICLE 7     INSURANCE . . . . . . . . . . . . . . . . . . . .    10
ARTICLE 8     DAMAGE AND DESTRUCTION. . . . . . . . . . . . . .    10
ARTICLE 9     PERSONAL PROPERTY TAX . . . . . . . . . . . . . .    10
ARTICLE 10    SERVICES AND UTILITIES. . . . . . . . . . . . . .    10
ARTICLE 11    ASSIGNMENT AND SUBLETTING . . . . . . . . . . . .    10
ARTICLE 12    DEFAULTS; REMEDIES. . . . . . . . . . . . . . . .    10
ARTICLE 13    CONDEMNATION. . . . . . . . . . . . . . . . . . .    10
ARTICLE 14    BROKERS . . . . . . . . . . . . . . . . . . . . .    10
ARTICLE 15    LANDLORD'S LIABILITY. . . . . . . . . . . . . . .    10
ARTICLE 16    REASONABLENESS AND GOOD FAITH . . . . . . . . . .    10
ARTICLE 17    INTENTIONALLY OMITTED . . . . . . . . . . . . . .    10
ARTICLE 18    TENANT PARKING. . . . . . . . . . . . . . . . . .    10
ARTICLE 19    MISCELLANEOUS PROVISIONS. . . . . . . . . . . . .    10
ARTICLE 20    HOLD SPACE; RIGHT OF FIRST OFFER;
              EXPANSION SPACE . . . . . . . . . . . . . . . . .    10
</TABLE>

<TABLE>
<CAPTION>

EXHIBITS
--------
<S>       <C>
A. . . . . . . . . . . . . .  OUTLINE OF FLOORS OF THE PREMISES
B. . . . . . . . . . . . . . . . . . . . . . OUTLINE OF PROJECT
C. . . . . . . . . . . . . . . . . . . . . . TENANT WORK LETTER
D. . . . . . . . . . . . . . . . . . NOTICE OF LEASE TERM DATES
E. . . . . . . . . . . . . . . . . . . .  RULES AND REGULATIONS
F. . . . . . . . . . . . . . . . . . . . . ESTOPPEL CERTIFICATE
G. . . . . . . . . . . . . . . . . . . . . . . . . STORAGE AREA
H. . . . . . . . . . . . . . . . HVAC DESIGN AND SPECIFICATIONS
I. . . . . . . . . . . . . . . . . .  JANITORIAL SPECIFICATIONS
J. . . . SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT
K. . . . . . . . . . . . . . . . . . . .  INTENTIONALLY OMITTED
L. . . . . . . . . . . . . . . . . . . .  INTENTIONALLY OMITTED
M. . . . . . . . . . . . . . . . . . . . .  SHORT FORM OF LEASE
N. . . . . . . . . . . . . . . . . . . . . TERMINATION OF LEASE
O. . . . . . . . . . . . . . . . . . . .  INTENTIONALLY OMITTED


                                      (vi)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>

P. . . . . . . . . . . . . . . . . . . . . . . . FORM OF CC&R'S
Q. . . . . . . . . . . . . . . .  FORM OF RECOGNITION OF CC&R'S
</TABLE>






                                      (vii)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>
<TABLE>
<CAPTION>
                          INDEX OF MAJOR DEFINED TERMS


DEFINED TERMS                                                          PAGE
-------------                                                         ------
<S>                                                                   <C>

12-Month Period. . . . . . . . . . . . . . . . . . . . . . . . . . .      38
15-Month Period. . . . . . . . . . . . . . . . . . . . . . . . . . .      39
AAA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      79, 31
Access Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . .      51
Actual Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      47
Adjacent Building. . . . . . . . . . . . . . . . . . . . . . . . . .       1
After-Hours HVAC . . . . . . . . . . . . . . . . . . . . . . . . . .      47
Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      27
Annual Storage Rent. . . . . . . . . . . . . . . . . . . . . . . . .      22
Arbitration Notice . . . . . . . . . . . . . . . . . . . . . . . . .      79, 31
Arbitrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      79, 31
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      53
Base Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9
Basic Number . . . . . . . . . . . . . . . . . . . . . . . . . . . .      63
Best's Rating. . . . . . . . . . . . . . . . . . . . . . . . . . . .      33
BOMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3
Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      61
Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1
Building Hours . . . . . . . . . . . . . . . . . . . . . . . . . . .      45
Building Top Signage . . . . . . . . . . . . . . . . . . . . . . . .      70
Casualty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      36
CC&Rs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      24
Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      30
Common Areas . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2
Comparable Relocation Space. . . . . . . . . . . . . . . . . . . . .      50
Compliance Obligations . . . . . . . . . . . . . . . . . . . . . . .      75
Coverage Item. . . . . . . . . . . . . . . . . . . . . . . . . . . .      32
Damaged Area . . . . . . . . . . . . . . . . . . . . . . . . . . . .      36
Deductible Percentage. . . . . . . . . . . . . . . . . . . . . . . .      32
Earthquake Insurance . . . . . . . . . . . . . . . . . . . . . . . .      32
Earthquake Self-Insurance. . . . . . . . . . . . . . . . . . . . . .      32
Emergency Generator. . . . . . . . . . . . . . . . . . . . . . . . .      51
Estimate Statement . . . . . . . . . . . . . . . . . . . . . . . . .      20
Estimated Additional Rent. . . . . . . . . . . . . . . . . . . . . .      20
Estimated Completion Date. . . . . . . . . . . . . . . . . . . . . .      37
Exercise Notice. . . . . . . . . . . . . . . . . . . . . . . . . . .       7
Expansion Rent . . . . . . . . . . . . . . . . . . . . . . . . . . .      84
Extension Option Reminder Notice . . . . . . . . . . . . . . . . . .       7
Financial Requirements . . . . . . . . . . . . . . . . . . . . . . .      32
First Expansion Delivery Period. . . . . . . . . . . . . . . . . . .      83


                                     (viii)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>
First Expansion Space. . . . . . . . . . . . . . . . . . . . . . . .      83
First Offer Commencement Date. . . . . . . . . . . . . . . . . . . .      82
First Offer Notice . . . . . . . . . . . . . . . . . . . . . . . . .      81
First Offer Rent . . . . . . . . . . . . . . . . . . . . . . . . . .      82
First Offer Space. . . . . . . . . . . . . . . . . . . . . . . . . .      81
Force Majeure. . . . . . . . . . . . . . . . . . . . . . . . . . . .      73
Funding Notice . . . . . . . . . . . . . . . . . . . . . . . . . . .      42
Funding Refusal Notice . . . . . . . . . . . . . . . . . . . . . . .      42
Gross-Up Adjustment. . . . . . . . . . . . . . . . . . . . . . . . .      12
Hold Space Periods . . . . . . . . . . . . . . . . . . . . . . . . .      80
Holdover Floors. . . . . . . . . . . . . . . . . . . . . . . . . . .       5
Holdover Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . .       5
Holdover Space . . . . . . . . . . . . . . . . . . . . . . . . . . .       5
Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      45
Hourly Charge. . . . . . . . . . . . . . . . . . . . . . . . . . . .      47
HVAC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      44
Includable Deducted Sums . . . . . . . . . . . . . . . . . . . . . .      27
Initial Floor Delivery Date. . . . . . . . . . . . . . . . . . . . .       4
Insurance Shortfall. . . . . . . . . . . . . . . . . . . . . . . . .      42
Interest Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . .      75
JAMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      79, 31
Landlord . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1
Landlord Caused Holdover . . . . . . . . . . . . . . . . . . . . . .       5
Landlord Parties . . . . . . . . . . . . . . . . . . . . . . . . . .      29
Landlord's Termination Period. . . . . . . . . . . . . . . . . . . .      42
Lapse Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       7
Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      75
Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1
Lease Commencement Date. . . . . . . . . . . . . . . . . . . . . . .       4
Lease Expiration Date. . . . . . . . . . . . . . . . . . . . . . . .       4
Lease Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       4
Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      25
Measurement Period . . . . . . . . . . . . . . . . . . . . . . . . .       3
Minimum Coverage Amount. . . . . . . . . . . . . . . . . . . . . . .      32
Monument Signage . . . . . . . . . . . . . . . . . . . . . . . . . .      70
Nondisturbance Agreement . . . . . . . . . . . . . . . . . . . . . .      67
Notice of Termination. . . . . . . . . . . . . . . . . . . . . . . .      41
Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      65
Option Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       6
Option Rent Notice . . . . . . . . . . . . . . . . . . . . . . . . .       8
Original Tenant. . . . . . . . . . . . . . . . . . . . . . . . . . .       6
Outside Agreement Date . . . . . . . . . . . . . . . . . . . . . . .       8
Parking Structure. . . . . . . . . . . . . . . . . . . . . . . . . .      63
Permitted User . . . . . . . . . . . . . . . . . . . . . . . . . . .      71
Premises Obligations . . . . . . . . . . . . . . . . . . . . . . . .      25


                                     (ix)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>
Pre-Occupancy Space. . . . . . . . . . . . . . . . . . . . . . . . .       4
Proposition 13 . . . . . . . . . . . . . . . . . . . . . . . . . . .      17
Provider . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      78
Recognition Agreement. . . . . . . . . . . . . . . . . . . . . . . .      56
Relocated Space. . . . . . . . . . . . . . . . . . . . . . . . . . .      39
Renewal Concessions. . . . . . . . . . . . . . . . . . . . . . . . .       6
Renewal Option Right . . . . . . . . . . . . . . . . . . . . . . . .       6
Repair Certificate . . . . . . . . . . . . . . . . . . . . . . . . .      37
Repair Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      41
Replacement Cost . . . . . . . . . . . . . . . . . . . . . . . . . .      32
Review Period. . . . . . . . . . . . . . . . . . . . . . . . . . . .      20
Right of First Offer . . . . . . . . . . . . . . . . . . . . . . . .      81
Riser Areas. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      27
Second Expansion Delivery Period . . . . . . . . . . . . . . . . . .      84
Self-Insurance Gross-Up. . . . . . . . . . . . . . . . . . . . . . .      32
Self-Insurance Notice. . . . . . . . . . . . . . . . . . . . . . . .      34
Self-Insuring Party. . . . . . . . . . . . . . . . . . . . . . . . .      34
Specifications . . . . . . . . . . . . . . . . . . . . . . . . . . .      70
Standard Tenant Services . . . . . . . . . . . . . . . . . . . . . .      44
Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      19
Stipulated Numbers . . . . . . . . . . . . . . . . . . . . . . . . .       3
Storage Area . . . . . . . . . . . . . . . . . . . . . . . . . . . .      22
Subject Space. . . . . . . . . . . . . . . . . . . . . . . . . . . .      52
Successor Entity . . . . . . . . . . . . . . . . . . . . . . . . . .      71
Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1
Taking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      60
Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1
Tenant Parties . . . . . . . . . . . . . . . . . . . . . . . . . . .      30
Tenant Repair Option . . . . . . . . . . . . . . . . . . . . . . . .      40
Tenant Termination Notice. . . . . . . . . . . . . . . . . . . . . .      38
Tenant's Determination Period. . . . . . . . . . . . . . . . . . . .       8
Transfer Costs . . . . . . . . . . . . . . . . . . . . . . . . . . .      54
Transfer Notice. . . . . . . . . . . . . . . . . . . . . . . . . . .      52
Transferee . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      52
Uninsured Shortfall. . . . . . . . . . . . . . . . . . . . . . . . .      41
Usable Condition . . . . . . . . . . . . . . . . . . . . . . . . . .      36
Warner Center. . . . . . . . . . . . . . . . . . . . . . . . . . . .       7
</TABLE>


                          ACKNOWLEDGMENT OF NAME CHANGE
                          -----------------------------

     This  ACKNOWLEDGMENT  OF NAME CHANGE ("ACKNOWLEDGMENT") is made and entered
into  as  of  the  __ day of October, 1999, by and between TISHMAN WARNER CENTER
VENTURE,  LLC,  a  California  limited  liability  company ("LANDLORD") and 21ST
CENTURY  INSURANCE  GROUP,  a  California  corporation,  formerly  known as 20th
Century  Industries  ("TENANT").


                                      (x)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>
                                   RECITALS:
                                   --------

A.   Landlord  and  Tenant entered into those certain Leases dated April 8, 1998
     (the  "LEASES"), whereby Tenant leased those certain premises consisting of
     a  total  of 227,653 rentable square feet of space of that certain building
     located  at  6301  Owensmouth  Avenue, Woodland Hills California (the "6301
     OWENSMOUTH  BUILDING"), and those certain premises consisting of a total of
     172,520  rentable  square  feet  of  that  certain building located at 6303
     Owensmouth  Avenue,  Woodland  Hills,  California  (the  "6303  OWENSMOUTH
     BUILDING"),  respectively.

B.   The  6301  Owensmouth  Building  and 6303 Owensmouth Building are part of a
     project  known  as  "20th  Century  Plaza"  (the  "PROJECT").

C.   Landlord  desires  to change the Project name, and Tenant desires to change
     Tenant's  name.

                                ACKNOWLEDGMENT:
                                --------------

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants  contained  herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
hereby  acknowledge  as  follows:

1.   CAPITALIZED  TERMS.  All  capitalized terms when used herein shall have the
       ----------------
     same  meaning  as  is  given  such  terms  in  the  Lease  unless expressly
     superseded  by  the  terms  of  this  Acknowledgment.

2.   ACKNOWLEDGMENT  OF  PROJECT  NAME  CHANGE. Effective as of the date hereof,
       ---------------------------------------
     Landlord  and  Tenant  acknowledge  that  the  name of the Project shall be
     changed  from  "20th  Century  Plaza"  to  21st  Century  Plaza."

3.   ACKNOWLEDGMENT  OF  TENANT  NAME  CHANGE.  Landlord  and Tenant acknowledge
       --------------------------------------
     that Tenant's name has been changed from "20th Century Industries" to "21st
     Century  Insurance  Group."

4.   NO  MODIFICATION.  This Acknowledgment does not modify or affect any of the
     ----------------
     terms  and  provisions  of the Lease, all of which remain unmodified and in
     full  force  and  effect.

     IN WITNESS WHEREOF, this Acknowledgment has been executed as of the day and
year  first  above  written.

"TENANT"                                     "LANDLORD"



21st Century Insurance Group,                TISHMAN WARNER CENTER VENTURE, LLC,
a California Corporation                     a California limited liability
(formerly known as 20th Century Industries)  company

By: /s/ Richard A. Dinon                     By: /s/ Alan D. Levy
Its: Senior Vice President                   Its: Chairman

By: /s/ Michael J. Cassanego
Its: General Counsel


                                      (xi)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>


                              Trammel Crow Company

August 7, 2001

Mr. Bernard Landgraf
21st Century Insurance Group
6301 Owensmouth Avenue, Suite 730
Woodland Hills, CA 91367

Reference:     Property Ownership Change 21st Century Plaza

Dear Mr. Landgraf:

Effective  August  3,  2001,  the  ownership  of 21st Century Plaza changed from
Tishman  Warner  Center  Venture,  LLC  to BFWV, LLC. Trammell Crow Company will
          continue with management of the facility.

Please  be  advised  that all certificates of insurance required pursuant to the
lease  agreement  with  21st  Century Insurance Group need to be reissued naming
BFWV,  LLC  as  ownership.  Accordingly, all rental and other payments should be
          made out to BFWV, LLC and sent to the following address:

               BFWV, LLC
               c/o Trammell Crow Company
               6301 Owensmouth Avenue, Suite 105
               Woodland Hills, CA 91367

We  look  forward  to  a  mutually  beneficial working relationship with the new
ownership. Should additional information be required, do not hesitate to contact
          me at 818/704-8500.

TRAMMELL CROW COMPANY, Managing Agent

BFWV, LLC

/s/ Suzanne Clement

Suzanne Clement, RPA
Property Manager


                                      (xii)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>


                            FIRST AMENDMENT TO LEASE
                            ------------------------

     This  FIRST AMENDMENT TO LEASE ("FIRST AMENDMENT") is made and entered into
as  of  the  31st  day  of  August,  2000,  by and between TISHMAN WARNER CENTER
VENTURE,  LLC,  a  California  limited  liability  company ("LANDLORD") and 21ST
CENTURY  INSURANCE  GROUP,  a  California  corporation,  formerly  known as 20th
Century  Industries  ("TENANT").

                                   RECITALS:
                                   --------

     A.   Landlord  and  Tenant  entered  into that certain Lease dated April 8,
          1998  (the  "LEASE"),  whereby  Tenant  leased  those certain premises
          consisting of all the occupiable area of that certain building located
          at 6301 Owensmouth Avenue, Woodland Hills California (the "BUILDING"),
          with  the  exception of the space located on the first (ground) of the
          Building and indicated on Exhibit . to the Lease and not including any
          basement  storage  areas,  all  as  more specifically described in the
          Lease  (the  "PREMISES").

     B.   Landlord  and  Tenant  now  desire  to  modify  and amend the Lease as
          provided  in  this First Amendment to, among other things, memorialize
          the  Lease  Commencement  Date for the Adjacent Building Lease and the
          Lease  Expiration  Date  for the Lease and to modify the length of the
          term  of  the  Lease  and  the Base Rent Schedule for the Premises set
          forth  therein  to reflect the determination of the Lease Commencement
          Date for the Adjacent Building Lease and the Lease Expiration Date for
          the  Lease.

                                   AGREEMENT:
                                   ---------

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants  contained  herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
hereby  agree  as  follows:

     1.   CAPITALIZED  TERMS.  All capitalized terms when used herein shall have
          ------------------
          the  same meaning as is given such terms in the Lease unless expressly
          superseded  by  the  terms  of  this  First  Amendment.

     2.   CONFIRMATION OF LEASE COMMENCEMENT DATE FOR ADJACENT BUILDING LEASE
          -------------------------------------------------------------------
          AND  LEASE EXPIRATION DATE. Landlord and Tenant each hereby agrees and
          --------------------------
          acknowledges  that  the  Lease  Commencement  Date with respect to the
          Adjacent  Building  Lease was February 15, 2000 and, accordingly, that
          the  Lease  Expiration  Date  for the Lease shall be February 28, 2015

     3.   MODIFICATIONS  TO  SUMMARY  OF  BASIC  LEASE INFORMATION. Based on the
          --------------------------------------------------------
          determination of the Lease Commencement Date for the Adjacent Building
          Lease and the Lease Expiration Date for the Lease set forth in Section
          3 above, each of Sections 5.1, 5.3, 6 and 12 of the Summary is amended
          in  its  entirety  to  read  as  follows:


                                     (xiii)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>
<TABLE>
<CAPTION>
<S>                                    <C>                          <C>
-------------------------------------  ---------------------------  ------------------------------------------------------------
5.1                                    Length of Term:              Approximately sixteen (16) years, eleven (11) months."
-------------------------------------  ---------------------------  ------------------------------------------------------------
5.3                                    Lease Expiration Date:       February 28, 2015
-------------------------------------  ---------------------------  ------------------------------------------------------------
6                                      Base Rent (Article 3):
-------------------------------------  ---------------------------  ------------------------------------------------------------
Date of Lease Term                     Annual Base Rent             Annual Rental Rate per Rentable Square Foot of the Premises
-------------------------------------  ---------------------------  ------------------------------------------------------------
April 8, 1998 - February 14, 2000      $              4,712,417.00  $                                                      20.70
-------------------------------------  ---------------------------  ------------------------------------------------------------
February 15, 2000 - February 14, 2010  $              4,951,452.75  $                                                      21.75
-------------------------------------  ---------------------------  ------------------------------------------------------------
February 15, 2010 - February 28, 2015  $              5,884,830.05  $                                                      25.85
-------------------------------------  ---------------------------  ------------------------------------------------------------
(Note that Tenant did receive a credit against Base Rent in the amount of $300,000.00 with respect to the month of January, 1999.)"

-------------------------------------  ---------------------------  ------------------------------------------------------------
12                                     Storage Area (Article 4):
-------------------------------------  ---------------------------  ------------------------------------------------------------
Date of Lease Term                     Annual Dead Storage Rental   Dead Storage Annual Rental Rate
-------------------------------------  ---------------------------  ------------------------------------------------------------
April 8, 1998 - February 14, 2000      $                 68,975.10  $                                                      10.38
-------------------------------------  ---------------------------  ------------------------------------------------------------
February 15, 2000 - February 14, 2010  $                 79,740.00  $                                                      12.00
-------------------------------------  ---------------------------  ------------------------------------------------------------
February 15, 2010 - February 28, 2015  $                 96,675.00  $                                                      15.00
-------------------------------------  ---------------------------  ------------------------------------------------------------
</TABLE>


     1.   ADDITIONAL CHANGES TO LEASE.
          ---------------------------

               a.   Section  3.2  (Additional  Rent)  of  the  Lease  is  hereby
                    amended, retroactively effective as of February 15, 2000, to
                    change  the  Stop  Year  to  calendar  year 2000 so that the
                    measuring  period  for  determining  any  adjustment  to the
                    Annual  Direct  Expense Allowance of $8.00 shall be calendar
                    year 2000 (subject to a Gross-Up Adjustment for the variable
                    components  of Operating Expenses to determine the amount of
                    Operating  Expenses  that  would  have been incurred had the
                    Project  been  one  hundred  percent (100%) occupied for the
                    entire  calendar  year  2000)  and not the twelve (12) month
                    period  commencing on the "Lease Commencement Date," as such
                    term  is  defined  in  the  Adjacent  Building  Lease.

               b.   The  final  notice address for Landlord set forth in Section
                    19.5  (Notices)  of  the  Lease  is  hereby  amended  in its
                    entirety  to  read  as  follows:

                         "Pillsbury Madison & Sutro LLP
                         725 South Figueroa Street, Suite 1200
                         Los Angeles, California 90017
                         Attn: John J. Duffy, Esq."


                                      (xiv)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>
               c.   Section  19.43  (Termination  of Adjacent Building Lease) is
                    hereby  deleted  in  its entirety and is of no further force
                    and  effect.


     1.   ENTIRE  AGREEMENT;  AMENDMENT.  The  Lease,  as  amended by this First
          -----------------------------
          Amendment,  constitutes  the  full  and  complete  agreement  and
          understanding between the parties hereto and shall supersede all prior
          communications, representations, understandings or agreements, if any,
          whether  oral  or  written, concerning the subject matter contained in
          the  Lease,  as  so  amended,  and  no  provision  of the Lease, as so
          amended,  may  be modified, amended, waived or discharged, in whole or
          in  part,  except  by a written instrument executed by all the parties
          hereto.

     2.   AUTHORITY.  Each  person executing this First Amendment represents and
          ---------
          warrants  that  he  or she is duly authorized and empowered to execute
          it,  and  does  so  as the act of and on behalf of the party indicated
          below.

     3.   FORCE  AND  EFFECT.  Except  as  modified by this First Amendment, the
          ------------------
          terms  and  provisions  of the Lease are hereby ratified and confirmed
          and  are  and  shall  remain  in  full  force  and  defect. Should any
          inconsistency  arise  between this First Amendment and the Lease as to
          the  specific  matters  which are the subject of this First Amendment,
          the  terms  and conditions of this First Amendment shall control. This
          First Amendment shall be construed to be a part of the Lease and shall
          be  deemed  incorporated  in  the  Lease  by  this  reference.

     IN  WITNESS  WHEREOF,  this First Amendment has been executed as of the day
and  year  first  above  written.


"TENANT"                                "LANDLORD"


21st Century Insurance Group,            TISHMAN WARNER CENTER VENTURE, LLC,
a California Corporation                 a California limited liability company


By: /s/ Richard A. Andre                By: /s/ Alan D. Levy
Its: Vice President, Human Resources    Its: Chairman


                       FIRST AMENDMENT TO LEASE AGREEMENT
                       -----------------------------------

     This  FIRST  AMENDMENT  TO LEASE AGREEMENT ("AMENDMENT") is made as of June
30, 1998 by and between TISHMAN WARNER CENTER VENTURE, LLC, a California limited
liability  company  ("LANDLORD")  and  20TH  CENTURY  INDUSTRIES,  a  California
corporation  ("TENANT").

                                   RECITALS:
                                   --------

     A.   Landlord  and  Tenant  entered into that certain Lease Agreement dated
          April  8,  1998  (the  "LEASE"), whereby Landlord leased to Tenant and
          Tenant leased from Landlord approximately 172,520 rentable square feet
          of  space  consisting  of  the  entirety  of  each  of


                                      (xv)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                               [20th Century Industries; 6301 Owensmouth Avenue]
<PAGE>

          the  first  (1st)  through seventh (7th) floors and all the occupiable
          area  of  the  first  (1st)  (ground)  floor  (the "PREMISES") of that
          certain  building  located  at  6303 Owensmouth Avenue, Woodland Hills
          California  (the  "BUILDING").

     B.   In a letter dated April 8, 1998 ("Parking Letter Agreement"), Landlord
          and  Tenant  agreed  that  Tenant would allow Landlord to relocate the
          Temporary  Parking  to  a  location  designated  by  Landlord.

     C.   Landlord  and  Tenant now desire to modify certain dates in the Lease.

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants  contained  herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
hereby  agree  as  follows:

     1.   CAPITALIZED  TERMS.  All capitalized terms when used herein shall have
          ------------------
          the  same meaning as is given such terms in the Lease unless expressly
          superseded  by  the  terms  of  this  Amendment.

     2.   TENANT'S EARLY TERMINATION RIGHT. Section 19.42 of the Lease is hereby
          --------------------------------  -------------
          modified  as follows: the date by which Landlord must record a deed of
          trust  is changed from July 1, 1998, to July 15, 1998, and the date on
          or  before  which  Tenant  must  give  Landlord a Construction Failure
          Termination  Notice  is  changed from July 15, 1998, to July 31, 1998.

     3.   RELOCATED TEMPORARY PARKING AGREEMENT. The date by which Landlord must
          -------------------------------------
          have  commenced  construction  in  order to be allowed to exercise its
          rights  under the Parking Letter Agreement is hereby changed from July
          1,  1998,  to  five  (5)  business days after recordation of a deed of
          trust  against  the  Project evidencing a loan for the construction of
          the  Building.

     4.   NO  FURTHER  MODIFICATION.  Except  as  otherwise  set  forth  in this
          -------------------------
          Amendment,  all  of  the  terms  and  provisions  of the Lease and the
          Parking  Letter  Agreement shall apply and shall remain unmodified and
          in  full  force  and  effect.

     IN WITNESS WHEREOF, this Amendment has been executed as of the day and year
first  above  written.

"TENANT"                                   "LANDLORD"


21st Century Insurance Group,              TISHMAN WARNER CENTER VENTURE, LLC, a
a California Corporation                   California limited liability company


                                           By: TIW INVESTMENT CORPORATION,
                                           a California corporation
                                           Its Manager


By: /s/ William L Mellick                  By: /s/ Alan D. Levy
William L Mellick                          Alan D. Levy
President and Chief Executive Officer      Chief Executive Officer

By: /s/ William G. Crain
William G. Crain
Vice President


                                     (xvi)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6301 Owensmouth]
<PAGE>

                           SECOND AMENDMENT TO LEASE
                           --------------------------

     This  SECOND  AMENDMENT TO LEASE AGREEMENT ("AMENDMENT") is made as of July
13, 1998 by and between TISHMAN WARNER CENTER VENTURE, LLC, a California limited
liability  company  ("LANDLORD")  and  20TH  CENTURY  INDUSTRIES,  a  California
corporation  ("TENANT").

                                   RECITALS:
                                   --------

     A.   Landlord and Tenant entered into that certain Lease Agreement dated as
          of  April 8, 1998 (the "LEASE"), whereby Landlord leased to Tenant and
          Tenant leased from Landlord approximately 172,520 rentable square feet
          of space consisting of the entirety of each of the first (1st) through
          seventh  (7th)  floors  and all the occupiable area of the first (1st)
          (ground)  floor  (the  "PREMISES") of that certain building located at
          6303  Owensmouth  Avenue,  Woodland Hills California (the "BUILDING").

     B.   In a letter dated April 8, 1998 ("Parking Letter Agreement"), Landlord
          and  Tenant  agreed  that  Tenant would allow Landlord to relocate the
          Temporary  Parking  to  a  location  designated  by  Landlord.

     C.   By  that  certain  First  Amendment  to Lease Agreement dated June 30,
          1998,  Landlord  and  Tenant  modified  certain  dates  in  the Lease.

     D.   Landlord  and Tenant now desire to further modify certain dates in the
          Lease.

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants  contained  herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
hereby  agree  as  follows:

     1.   CAPITALIZED  TERMS.  All capitalized terms when used herein shall have
          ------------------
          the  same meaning as is given such terms in the Lease unless expressly
          superseded  by  the  terms  of  this  Amendment.

     2.   TENANT'S EARLY TERMINATION RIGHT. Section 19.42 of the Lease is hereby
          --------------------------------  -------------
          modified  as follows: the date by which Landlord must record a deed of
          trust  is  changed  to  July 31, 1998, and the date on or before which
          Tenant must give Landlord a Construction Failure Termination Notice is
          changed  to  August  15,  1998.

     3.   NO  FURTHER  MODIFICATION.  Except  as  otherwise  set  forth  in this
          -------------------------
          Amendment,  all  of  the  terms  and  provisions  of the Lease and the
          Parking  Letter  Agreement shall apply and shall remain unmodified and
          in  full  force  and  effect.


                                     (xvii)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6301 Owensmouth]
<PAGE>

     IN WITNESS WHEREOF, this Amendment has been executed as of the day and year
first  above  written.


"TENANT"                                   "LANDLORD"


21st Century Insurance Group,              TISHMAN WARNER CENTER VENTURE, LLC, a
a California Corporation                   California limited liability company


                                           By: TIW INVESTMENT CORPORATION,
                                           a California corporation
                                           Its Manager


By: /s/ William L Mellick                  By: /s/ Alan D. Levy
William L Mellick                          Alan D. Levy
President and Chief Executive Officer      Chief Executive Officer

By: /s/ William G. Crain
William G. Crain
Vice President


                            THIRD AMENDMENT TO LEASE
                            -------------------------

     This  THIRD AMENDMENT TO LEASE ("AMENDMENT") is made and entered into as of
the  14th  day  of February, 2000, by and between TISHMAN WARNER CENTER VENTURE,
LLC,  a  California  limited  liability  company  ("LANDLORD")  and 21ST CENTURY
INSURANCE  GROUP,  a  California  corporation,  formerly  known  as 20th Century
Industries  ("TENANT").

                                   RECITALS:
                                   --------

     A.   Landlord  and  Tenant  entered  into that certain Lease dated April 8,
          1998  (the  "LEASE"),  whereby  Tenant  leased  those certain premises
          consisting  a  total  of  172,520  rentable  square  feet of space and
          comprising  the  entirety  of each of the second (2nd) through seventh
          (7th)  floors  and all the occupiable area of the first (1st) (ground)
          floor  (the  "INITIAL  PREMISES")  of that certain building located at
          6303  Owensmouth  Avenue,  Woodland Hills California (the "BUILDING").
          The  Lease has previously been amended by the First Amendment to Lease
          dated  as of June 30, 1998, and the Second Amendment to Lease dated as
          of  July  13,  1998.

     B.   Pursuant to Section 4.1 of the Lease, Tenant leased from Landlord that
          certain  storage area, containing 8,062 rentable square feet of space,
          located  in  the basement level of the Building and indicated in hatch
          marks  as  set forth in Exhibit G attached to the Lease (the "ORIGINAL
                                  ---------
          STORAGE  AREA").

     C.   Tenant  desires  to  substitute a portion of the Original Storage Area
          with  another storage area which is also located in the basement level
          of  the  Building.

                                   AGREEMENT:
                                   ---------


                                     (xviii)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6301 Owensmouth]
<PAGE>

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants  contained  herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
hereby  agree  as  follows:

     1.   CAPITALIZED  TERMS.  All capitalized terms when used herein shall have
           -----------------
          the  same meaning as is given such terms in the Lease unless expressly
          superseded  by  the  terms  of  this  Amendment.

     2.   AMENDMENT  OF  STORAGE  AREA.  Effective  as  of  the date hereof, the
          ----------------------------
          Original  Storage  Area  shall  be  amended  by  substituting for that
          portion  of  the Original Storage Area indicated in square hatch marks
          as  set  forth  in  Exhibit  "A"  attached  hereto, that storage area,
          consisting  of  1,134  rentable (878) usable square feet, indicated in
          hatch  marks  as  set  forth  in  Exhibit  "A"  attached  hereto  (the
          SUBSTITUTION  STORAGE  AREA").  The  "Storage  Area,"  as that term is
          defined  in  the  Lease,  shall  hereafter  refer  collectively to the
          remaining  portion  of  the Original Storage Area and the Substitution
          Storage  Area,  containing approximately 8,062 rentable square feet of
          space  in  the  aggregate.

     3.   NO FURTHER MODIFICATION. Except as set forth in this Amendment, all of
          -----------------------
          the  terms  and  provisions  of the Lease and Side Letter shall remain
          unmodified  and  in  full  force  and  effect.

     IN WITNESS WHEREOF, this Amendment has been executed as of the day and year
first  above  written.


"TENANT"                                   "LANDLORD"


21st Century Insurance Group,              TISHMAN WARNER CENTER VENTURE, LLC, a
a California Corporation                   California limited liability company


By: /s/ Richard A. Dinon                   By: TISHMAN INTERNATIONAL COMPANIES
Its: Senior Vice President                 Its: Agent


By: /s/ Michael J. Cassanego               By: /s/ Arlene C. Pepp
Its: General Counsel                       Its: Vice President Arlene C. Pepp



                           FOURTH AMENDMENT TO LEASE
                           --------------------------

     This  FOURTH  AMENDMENT  TO LEASE AGREEMENT ("FOURTH AMENDMENT") is made by
and  entered  into  as  of  the 31st day of August, 2000, by and between TISHMAN
WARNER  CENTER VENTURE, LLC, a California limited liability company ("LANDLORD")
and  21ST  CENTURY  INSURANCE GROUP, a California corporation, formerly known as
20th  Century  Industries  ("TENANT").

                                   RECITALS:
                                   --------


                                     (xix)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6301 Owensmouth]
<PAGE>

     A.   Landlord  and  Tenant  entered  into that certain Lease dated April 8,
          1998  (the  "ORIGINAL  LEASE"),  whereby  Tenant  leased those certain
          premises  consisting  of  the  entirety  of  each  of the second (2nd)
          through  seventh (7th) floors and all the occupiable area of the first
          (1st) (ground) floor (the "INITIAL PREMISES") of that certain building
          located  at  6303  Owensmouth  Avenue,  Woodland Hills California (the
          "BUILDING").  The  Original  Lease  has previously been amended by the
          First  Amendment  to  Lease  dated  as  of  June  30, 1998, the Second
          Amendment  to  Lease dated as of July 13, 1998 and the Third Amendment
          to  Lease  dated  as  of  February  14,  2000  and,  as so amended, is
          hereinafter  referred  to  as  the  "LEASE."

     B.   Landlord  and  Tenant  now  desire  to  modify  and amend the Lease as
          provided  in this Fourth Amendment to, among other things, memorialize
          the  Lease  Commencement  and  Lease  Expiration  Dates  and  the
          recalculation  of  the  rentable square footage in the Building and in
          the  Premises.

                                   AGREEMENT:
                                   ---------

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants  contained  herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereto
hereby  agree  as  follows:

     1.   CAPITALIZED  TERMS.  All capitalized terms when used herein shall have
          ------------------
          the  same meaning as is given such terms in the Lease unless expressly
          superseded  by  the  terms  of  this  Fourth  Amendment.


     2.   CONFIRMATION  OF  LEASE  COMMENCEMENT  DATE AND LEASE EXPIRATION DATE.
          ---------------------------------------------------------------------
          Landlord and Tenant each hereby agrees and acknowledges that the Lease
          Commencement  Date  with  respect to the Initial Premises was February
          15,  2000  and  that  the Lease Expiration Date for the Lease shall be
          February  28,  2015.


     3.   RENTABLE  SQUARE  FOOTAGE OF PREMISES AND BUILDING. The square footage
          --------------------------------------------------
          of  each  of the Premises and of the Building may been recalculated by
          Landlord and by Tenant pursuant to BOMA in accordance with Section 1.5
          of  the  Original Lease and the recalculated number of rentable square
          feet  of  each  floor of the Premises and for each floor of the entire
          Building  agreed  to  by  Landlord and by Tenant is as provided below.

                        Floor         Rentable Square Feet
                          1                 18,699
                          2                 24,968
                          3                 26,890
                          4                 26,983
                          5                 26,983
                          6                 26,983
                          7                 27,174
                          8                 27,174
                          9                 27,256
                         10                 27,256
                         11                26,619


                                     (xx)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6301 Owensmouth]
<PAGE>

     Accordingly,  the recalculated total rentable square footage of the Initial
Premises  is  178,684  (in  lieu  of  172,520 as set forth in Section 4.2 of the
Summary  and  Section  1.1  of  the  Original  Lease) and the recalculated total
rentable square footage of Floors 1 to 11, inclusive, of the Building is 286,985
(in  lieu  of 273,882 as set forth in Section 7.1 of the Summary and Section 1.1
of  the  Original  Lease).  The  recalculation  as  set forth above is no longer
subject  to  Tenant's right to remeasure pursuant to Section 1.5 of the Original
Lease.

1.   RENTABLE  SQUARE  FOOTAGE  OF THE STORAGE AREA. Landlord and Tenant further
     ----------------------------------------------
     agree  that  the  Storage  Area, as recalculated pursuant to BOMA, contains
     approximately  8,350  rentable  square  feet.

2.   BASE  RENT FOR INITIAL PREMISES. Based on the recalculation of the rentable
     -------------------------------
     square  footage  of  the  Initial  Premises  set  forth in Section 3 above,
     Section  6  of the Summary of the Original Lease is amended in its entirety
     to  read  as  follows  with  respect  to  the  Initial  Premises:

<TABLE>
<CAPTION>
    6       Base Rent (Article 3):
Lease Year      Annual Base Rent     Annual Rental Rate per Rentable Square Foot of the Premises
----------  -----------------------  ------------------------------------------------------------
<S>         <C>                      <C>
1-10        $          5,717,760.00  $                                                      32.00
----------  -----------------------  ------------------------------------------------------------
11-15       $          5,985,780.00  $                                                      33.50
----------  -----------------------  ------------------------------------------------------------
</TABLE>

1.   TENANT'S  SHARE  FOR  INITIAL  PREMISES.  Based on the recalculation of the
     ---------------------------------------
     rentable  square  footage  of  the  Initial Premises set forth in Section 3
     above,  Tenant's  Share  for  the  Initial  Premises  is  62.26%.

2.   PARKING  PASSES  FOR  INITIAL  PREMISES.  Based on the recalculation of the
     ---------------------------------------
     rentable  square  footage  of  the  Initial Premises set forth in Section 3
     above,  the number of parking passes for the Initial Premises shall be 606.

3.   ADDITIONAL  CHANGES  TO  LEASE.
     ------------------------------

          a.   Each of the phrases "incurred during the first twelve (12) months
               of  the Lease Term" and '`for the first twelve (12) months of the
               Lease  Term"  set  forth  in the fifth, sixth, seventh and eighth
               sentences  of Section 3.2 (Additional Rent) of the Original Lease
               is  hereby  amended  in  its  entirety  to read, respectively, as
               follows:  "incurred  during  the calendar year 2000" and "for the
               calendar  year 2000" so that the measuring period for determining
               any  adjustment  to  the Annual Direct Expense Allowance of $8.00
               shall  be  calendar  year  2000  (subject  to  a  Gross-Up


                                     (xxi)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6301 Owensmouth]
<PAGE>

               Adjustment  for  the variable components of Operating Expenses to
               determine  the  amount of Operating Expenses that would have been
               incurred had the Project been one hundred percent (100%) occupied
               for  the entire calendar year 2000) and not the first twelve (12)
               months  of  the  Lease  Term.

          b.   The  final  notice address for Landlord set forth in Section 19.5
               (Notices)  of the Lease is hereby amended in its entirety to read
               as  follows:

                    "Pillsbury Madison & Sutro LLP
                    725 South Figueroa Street, Suite 1200
                    Los Angeles, California 90017
                    Attn: John J. Duffy, Esq."

          c.   Section  19.42  (Early  Termination Based upon Landlord's Factual
               Inability  to  Commence  Construction  of  the  Building)  of the
               Original  Lease  is  hereby  deleted in its entirety and is of no
               further  force  and  effect.

          d.   Section  20.1 (Hold Space Period) of the Original Lease is hereby
               deleted  in  its  entirety and is of no further force and effect.

          e.   Section  20.2  (Right  of  First  Offer) of the Original Lease is
               hereby  amended  in  the  following  respects:

                    i.   The  first  sentence is amended in its entirety to read
                         as  follows: "After the initial leasing thereof in each
                         instance  and  continuing thereafter through the end of
                         the Lease Term (subject to the terms of Section 20.2.6,
                         below),  Landlord  hereby  grants  to Tenant a Right of
                         First  Offer  (the "Right of First Offer") with respect
                         to  any space not then included in the Premises whether
                         or  not  a full floor space (the "First Offer Space")."

                    ii.  The  Section  referenced  in  the  last line of Section
                         20.2.3 (First Offer Space Rent) is changed from Section
                         2.2.2  to  Section  2.3.2.

                    iii. Landlord  shall  provide  Tenant  with  notice  of  the
                         expiration  date  for  each of the initial leases which
                         Landlord  enters into for any of the First Offer Space,
                         it being agreed and understood that Landlord shall have
                         no  liability  to  Tenant  if  Landlord  should for any
                         reason  fail to furnish Tenant with any such notice. In
                         addition,  upon  the request of the Tenant, at any time
                         during  the  Term of the Lease (but not more than twice
                         in  any 12-month period), Landlord shall furnish Tenant
                         with a list setting forth the expected expiration dates
                         for  any  leases  then in effect with respect to any of
                         the  First  Offer Space. Notwithstanding the foregoing,
                         if,  for  any  reason, Landlord fails to furnish Tenant
                         with  notice of the expiration date of an initial lease
                         of any of the First Offer Space at least six (6) months
                         prior  to  the scheduled expiration date of the term of
                         such  initial lease as set forth in such initial lease,
                         then,  Tenant  shall  be  entitled to up to ninety (90)
                         days


                                     (xxii)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6301 Owensmouth]
<PAGE>

                         (rather  than  only  fifteen  (15)  business  days,  as
                         provided  in Section 20.2.2) in which to deliver notice
                         to Landlord of Tenant's intention to exercise its right
                         of First Offer with respect to the space described in a
                         First  Offer  Notice.

          a.   Section  20.3 (Expansion Space) is hereby amended in its entirety
               to  read  as  follows:

          "20.3  Expansion  Space. Landlord hereby grants to Tenant the right to
                 ----------------
          lease floors eight (8) and nine (9) of the Building (collectively, the
          "FIRST  EXPANSION  SPACE"),  and  Floors  ten  (10)  and  eleven  (11)
          (collectively.  the  "SECOND  EXPANSION  SPACE"),  upon  the terms and
          conditions  set  forth  in this Section 20.3 and in this Lease, to the
                                          ------------
          extent  such  First  Expansion Space and Second Expansion Space is not
          already  part  of  the  Premises. The First Expansion Space and Second
          Expansion Space are sometimes collectively referred to in this Section
                                                                         -------
          20.3  as  the  "EXPANSION  SPACE".
          ----

          20.3.1  Method  of Exercise. In the event that Tenant desires to Lease
                  -------------------
          the  First  Expansion  Space  or  Second Expansion Space, Tenant shall
          deliver  to  Landlord  written  notice,  which  notice, in the case of
          Tenant's  desire  to  lease  any portion of the First Expansion Space,
          shall  be  delivered on or before February 1, 2004, and in the case of
          the  Second  Expansion Space, shall be delivered on or before December
          31,  2009, which notice shall contain Tenant's irrevocable exercise of
          its  option  to  lease  the  First Expansion Space or Second Expansion
          Space,  as  applicable,  and  shall indicate therein whether Tenant is
          leasing  the  two  (2)  floors or only one (1) floor of the applicable
          Expansion  Space,  and  if  only  one (1) floor, which floor. Any such
          floor  or floors so elected by Tenant must be contiguous with Tenant's
          then-existing  Premises.  Tenant's  failure  to make any choice in the
          notice  shall be deemed Tenant's election to lease the two (2) floors.

          20.3.2  Delivery  of  the  First  Expansion Space. In the event Tenant
                   ----------------------------------------
          properly  exercises  its  right  to  lease  the First Expansion Space,
          Landlord  shall deliver the First Expansion Space to Tenant either (i)
          within  the  period  which  commences May 1, 2004 and ends October 31,
          2005,  or  (ii)  on  a date which is within thirty (30) days after the
          expiration  of any initial lease of any portion of the First Expansion
          Space  by  Landlord  (and Landlord hereby agrees that any such initial
          lease  shall  not  exceed  five  (5)  years)  (either  such period, as
          applicable,  the  "FIRST  EXPANSION  DELIVERY  PERIOD").

          20.3.3  Delivery  of  the  Second Expansion Space. In the event Tenant
                  -----------------------------------------
          properly  exercises  its  right  to  lease the Second Expansion Space,
          Landlord shall deliver the Second Expansion Space to Tenant within the
          period  which  commences  July  1,  2010  and ends June 30, 2011 (such
          period,  "SECOND  EXPANSION  DELIVERY  PERIOD").

          20.3.4  Expansion  Rent.  The Rent payable by Tenant for the Expansion
                  ---------------
          Space  leased  by Tenant (the "EXPANSION RENT") shall be the same rate
          at  which  Rent  is  then payable by Tenant under this Lease as of the
          applicable  "Expansion  Space  Commencement  Date,"  as  that  term is
          defined  in  Section  20.3.6  of  this  Lease,  which
                       ---------------


                                    (xxiii)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6301 Owensmouth]
<PAGE>

          Expansion  Rent  shall  include all applicable escalations to the Rent
          made  and to be made during the Lease Term, and shall include the same
          Annual  Direct  Expense  Allowance  as  is  applicable  to the initial
          Premises.

          20.3.5  Construction  of  Expansion  Space. Tenant shall construct the
                  ----------------------------------
          initial  improvements  in  the  Expansion Space in accordance with the
          terms  of  the Tenant Work Letter as modified in Section 11, below, of
          this  Fourth Amendment, provided that the Tenant Improvement Allowance
          granted to Tenant in connection with any such Expansion Space shall be
          equal to (A) the product of (i) $35.00 per rentable square foot of the
          First  Expansion  Space  or the Second Expansion Space, as applicable,
          and  (ii)  a  fraction, the numerator of which is the number of months
          remaining  in  the  initial  Lease  Term  as  of  the  First Expansion
          Commencement  Date  or  Second  Expansion  Commencement  Date,  as
          applicable,  and  the denominator of which is 180 (which is the number
          of  months  in  the entire initial Lease Term), less (B) the amount of
                                                          ----
          the  Tenant  Improvement  Credit.

          20.3.6  Amendment  to Lease. If Tenant timely exercises Tenant's right
                  -------------------
          to  lease  the  First  Expansion  Space  or Second Expansion Space, as
          applicable,  as  set  forth  herein, Landlord and Tenant shall, within
          thirty  (30)  days  thereafter,  execute  an amendment evidencing such
          addition.  Such  Expansion  Space  shall automatically be added to the
          Premises  upon  the same terms and conditions as the initial Premises,
          except  as  otherwise set forth in this Section 20.3, and Tenant shall
                                                  ------------
          commence  payment  of  Rent  for  the  First Expansion Space or Second
          Expansion  Space,  as  applicable, and the term of the First Expansion
          Space  or  Second  Expansion Space, as applicable, shall commence upon
          the  date  which  is  the  earlier  of  (i)  the date Tenant commences
          business  in  such space, and (ii) one hundred eighty (180) days (plus
          one (1) day for each day of delay of the substantial completion of the
          Tenant  Improvements  to the extent caused by a Landlord Caused Delay,
          as  that  term  is  defined  in Section 5.1 of the Tenant Work Letter)
          after the date of delivery of the applicable Expansion Space to Tenant
          Ready  for Construction (the "FIRST EXPANSION SPACE COMMENCEMENT DATE"
          or  "SECOND  EXPANSION  SPACE  COMMENCEMENT DATE", as applicable). The
          lease term of any Expansion Space leased by Tenant shall expire on the
          Lease  Expiration  Date.

          20.3.7 No Defaults. The rights contained in this Section 20.3 may only
                 -----------                               ------------
          be exercised by Tenant if Tenant occupies the entire Premises. For the
          purposes  hereof,  Tenant  shall  be  deemed to be in occupancy of any
          portion  of  the premises occupied with or by any Affiliate of Tenant.
          Tenant  shall  not  have  the  right  to  lease any Expansion Space as
          provided  in  this  Section  20.3  if, as of the date of the attempted
                              -------------
          exercise  of  any  expansion  option by Tenant, or as of the scheduled
          date  of  delivery of any such Expansion Space to Tenant, Tenant is in
          default  with  respect  to  the payment of Base Rent or any Additional
          Rent under this Lease after expiration of any applicable cure periods;
          provided that Tenant shall not be deemed to be in default with respect
          to  the  payment of Additional Rent if Tenant is withholding a portion
          of  Tenant's Share of Direct Expenses reasonably and in good faith, by
          notice  delivered  to  Landlord  on  or  prior to the due date of such
          Direct  Expenses,  and  the  amount  of


                                    (xxiv)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6301 Owensmouth]
<PAGE>

          Direct  Expenses withheld by Tenant does not exceed an amount equal to
          the  amount  of Additional Rent set forth in the most recent Statement
          received  by  Tenant  minus the amount of Additional Rent set forth in
          the  Statement  for  the  immediately  preceding  Expense  Year."

     1.   WORK  LETTER.  The Work Letter shall he deemed modified in relation to
          ------------
          Expansion  Space  and First Offer Space whenever any provision thereof
          would  otherwise  reasonably be deemed inappropriate or unintended for
          that  purpose  including, without limitation, the following instances:
          (i) Tenant may retain an Architect of its oven choosing to prepare the
          Construction  Drawings,  subject  to  Landlord's prior approval, which
          approval  shall  not  unreasonably  be  withheld  or  delayed,
          notwithstanding  the  provisions  of  Section  3.1;  (ii)  competitive
          bidding shall not be required in connection with Tenant's retention of
          a  Contractor  to  construct Tenant Improvements to Expansion Space or
          First  Offer  Space,  notwithstanding the provisions of Section 4.1.1;
          and  (iii)  the Architect and Contractor shall not be required to hold
          periodic  meetings  with  the  Landlord  and  its  agents  regarding
          preparation  of  Construction  Drawings and construction of the Tenant
          Improvements,  notwithstanding  the  provisions  of  Section  4.2.4.

     2.   Entire  Agreement;  Amendment.  The  Lease,  as amended by this Fourth
          -----------------------------
          Amendment,  constitutes  the  full  and  complete  agreement  and
          understanding between the parties hereto and shall supersede all prior
          communications, representations, understandings or agreements, if any,
          whether  oral  or  written, concerning the subject matter contained in
          the  Lease,  as  so  amended,  and  no  provision  of the Lease, as so
          amended,  may  be modified, amended, waived or discharged, in whole or
          in  part,  except  by a written instrument executed by all the parties
          hereto.

     3.   Authority.  Each person executing this Fourth Amendment represents and
          ---------
          warrants  that  he  or she is duly authorized and empowered to execute
          it,  and  does  so  as the act of and on behalf of the party indicated
          below.

     4.   Force  and  Effect.  Except  as modified by this Fourth Amendment, the
          ------------------
          terms  and  provisions  of the Lease are hereby ratified and confirmed
          and  are  and  shall  remain  in  full  force  and  effect. Should any
          inconsistency  arise between this Fourth Amendment and the Lease as to
          the  specific  matters which are the subject of this Fourth Amendment,
          the  terms and conditions of this Fourth Amendment shall control. This
          Fourth  Amendment  shall  be  construed  to be a part of the Lease and
          shall  be  deemed  incorporated  in  the  Lease  by  this  reference.

     IN WITNESS WHEREOF, this Amendment has been executed as of the day and year
first  above  written.


"TENANT"                                "LANDLORD"


21st Century Insurance Group,            TISHMAN WARNER CENTER VENTURE, LLC,
a California Corporation                 a California limited liability company


                                         By: TISHMAN INTERNATIONAL COMPANIES
                                         Its  Agent


                                    (xxv)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6301 Owensmouth]
<PAGE>

By: /s/ Richard A. Andre                By: /s/ Alan D. Levy
Its: Vice President - Human Resources   Its: Chairman






                                    (xxvi)
                                              TISHMAN WARNER CENTER VENTURE, LLC
                                      [20th Century Industries; 6301 Owensmouth]
<PAGE>