<PAGE>
                                                                   Exhibit 10.21

                                LEASE AGREEMENT

                            Basic Lease Information


Lease Date:                  March 30, 2000

Lessor:                      PTF FOR OPERATING ENGINEERS, LLC, a Delaware
                             limited liability company

Lessor's Address:            340 El Camino Real South, Salinas, CA  93901

Lessee:                      EARLYCHILDHOOD.COM, LLC, a California limited
                             liability company

Lessee's Address:            2 Lower Ragsdale Drive, Suite 200
                             Monterey, California  93940

Premises:                    Approximately 122,227 square feet of space as
                             shown on Exhibit A to this Lease and commonly
                             known as Space 32

Premises Address:            340 El Camino Real South, Salinas, CA  93901

                             Building:  Spaces 31-34
                             Park or Property:  Firestone Business Park

Term:                        Seven (7) years

Commencement Date:           July 1, 2000

Termination Date:            June 30, 2007

Option To Extend Term:       One five (5) year option

Base Rent:                   Thirty-Six Thousand Six Hundred Sixty-Eight
                             Dollars ($36,668.00) (increased as set forth in
                             Paragraph 4)

Security Deposit:            Forty-Three Thousand Seven Hundred Eighty-Three
                             Dollars ($43,783.00)

Permitted Uses:              Warehouse and distribution with ancillary office
                             and light, non-diesel, water-based manufacturing

Insurance Amount:            Bodily injury limit of not less than $1 million
                             per occurrence. Property damage limit of not less
                             than $1 million per occurrence.

Parking Spaces:              Twenty-Five (25) undesignated parking spaces

Exhibits:                    Exhibit A - Premises
                             Exhibit B - Landlord's Work
                             Exhibit C - Rules and Regulations
                             Exhibit D - Estoppel Certificate
                             Exhibit E - First Offer Premises

Addenda:                     None
<PAGE>

                                LEASE AGREEMENT



DATE:     This Lease is made and entered into as of the Lease Date defined on
          Page 1.  The Basic Lease Information set forth on Page 1 and this
          Lease are and shall be construed as a single instrument.

1.  PREMISES:  Lessor hereby leases to Lessee upon the terms and conditions
    contained herein the Premises.  Lessee shall have the non-exclusive right
    to use common areas of the Park designated by Lessor from time to time for
    the use of all tenants of the Park ("Common Areas").

2.  TERM:
    ----
          (A) INITIAL TERM:  The term of this Lease shall commence on the
     Commencement Date set forth on Page 1 and shall end on the Termination Date
     set forth on Page 1.  If Lessor cannot deliver possession of the Premises
     on the Commencement Date, Lessor shall not be subject to any liability nor
     shall the validity of the Lease be affected; provided the Lease term and
     the obligation to pay Rent shall commence on the date possession is
     tendered and the Termination Date shall be extended by a period of time
     equal to the period computed from the Commencement Date to the date
     possession is tendered.  In the event that Lessor permits Lessee to occupy
     the Premises prior to the Commencement Date, such occupancy shall be
     subject to all the provisions of this Lease.

         (B) OPTION TO EXTEND TERM:  Lessee shall have the option ("Extension
     Option") to extend the Lease Term, as to not less then the entire Premises,
     for a period (the "Option Period") of five (5) years commencing upon the
     date the Lease Term would otherwise expire, upon the same terms and
     conditions previously applicable, except for the grant of the Extension
     Option, the Landlord's Work provisions set forth in Exhibit B (which shall
     no longer be executory) and Rent (which shall be determined as set forth
     below.

     The Extension Option may be validly exercised only by notice in writing
     ("Option Notice") received by Landlord not earlier than twelve (12) months,
     and not later than nine (9) months, prior to commencement of the Option
     Period; provided, however, in the event Lessee is in default of the Lease
     at any time from the date of the Option Notice through the date on which
     the Option Period commences, then at Lessor's election and upon written
     notice by Lessor to Lessee, Lessee's exercise of the Extension Option may
     be voided by Lessor and Lessee shall thereafter have no rights hereunder to
     extent the Term through the Option Period.  If Lessee does not exercise the
     Extension Option during the exercise period set forth above in strict
     accordance with the provisions hereof, the Extension Option shall forever
     terminate and be of no further force or effect.

     For purposes hereof, "Fair Market Rental" shall mean the rent payable by a
     comparable willing tenant to a willing landlord for like and comparable
     space, improved with tenant improvements of like and comparable quality to
     those then existing in the Premises and in the Building, and like and
     comparable buildings located in the Salinas area and for a term comparable
     to the Option Period; provided, however, that in determining Fair Market
     Rental, no reduction shall be made for the value of existing improvements
     and finishes provided by Lessor or Lessee.  Not later than six (6) months
     prior to commencement of the Option Period, Lessor shall notify Lessee of
     Fair Market Rental as determined in good faith by Lessor ("Lessor's FMR").
     For a period of thirty (30) days following Lessee's receipt of Lessor's
     notice identifying the Lessor's FMR, Lessor and Lessee hereby agree to
     negotiate in good faith whether Lessor's FMR is appropriate for the
     Premises for the Option Period, or whether some other rental is appropriate
     for the Premises for the Option Period.

     If, after the 30-day period described above, Lessor and Lessee have been
     unable to agree on the Fair Market Rental, then each party shall make a
     separate determination of the Fair Market Rental which shall be submitted
     to each other and to arbitration in accordance with the following items (i)
     through (vii):

     (i) Lessor and Lessee shall each appoint, within ten (10) days of the
     expiration of such 30-day period, one arbitrator who shall be profession be
     a current real estate broker for commercial office properties in the
     immediate vicinity of the Park, and who has been active in such field over
     the last five (5) years.  The determination of the arbitrators shall be
     limited solely to the issue of whether Lessor's or Lessee's submitted Fair
     Market Rental is the closest to the actual Market Rent as determined by the
     arbitrators, taking into account the requirements set forth above.
<PAGE>

     (ii) The two (2) arbitrators so appointed shall within five (5) 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 sets forth hereinabove for qualification of the initial two (2)
     arbitrators.

     (iii) The three (3) arbitrators shall within fifteen (15) days of the
     appointment of the third arbitrator reach a decision as to whether the
     parties shall use Lessor's or Lessee's submitted Fair Market Rental, and
     shall notify Lessor and Lessee thereof.

     (iv) The decision of the majority of the three (3) arbitrators shall be
     binding upon Lessor and Lessee.

     (v) If either Lessor or Lessee fails to appoint an arbitrator within ten
     (10) days after the expiration of the 30-day period, the arbitrator
     appointed by one of them shall reach a decision, notify Lessor and Lessee
     thereof, and such arbitrator's decision shall be binding upon Lessor and
     Lessee.

     (vi) If the two arbitrators fail to agree upon and appoint a third
     arbitrator, or both parties fail to appoint an arbitrator, then the
     appointment of the third arbitrator or any arbitrator shall be dismissed
     and the matter to be decided shall be forthwith submitted to arbitration
     under the provisions of the American Arbitration Association, but subject
     to the instruction set forth in this Paragraph 2(b).

     (vii) The cost of arbitration shall be paid by Lessor and Lessee equally.

3.  RENT:  Lessee agrees to pay Lessor, without prior notice or demand, the Base
Rent described on Page 1, payable in advance at Lessor's address shown on Page 1
on the first day of each month throughout the term of the Lease.  Base Rent
shall be increased annually on the anniversary date of the Commencement Date as
follows:

PERIOD                                      Monthly Base Rent Amount
-----------------------              -----------------------------------
Second Year of Term                               $37,768.00
Third Year of Term                                $38,901.00
Fourth Year of Term                               $40,068.00
Fifth Year of Term                                $41,270.00
Sixth Year of Term                                $42,508.00
Seventh Year of Term                              $43,783.00


     In addition to the Base Rent set forth on Page 1, Rent also includes the
     monthly Amortized Allowances defined in Exhibit B to this Lease, and the
     term "Rent" whenever used herein refers to all these amounts.  Upon
     execution of this Lease by Lessor and Lessee, Lessee shall pay to Lessor
     the Base Rent for the first month of the Lease Term.

4.  ERISA
    -----
Lessor is governed by and subject to regulation under the Employee Retirement
Income Security Act of 1974 (ERISA).  In accordance with requirements under
ERISA, the Lessee hereby represents and warrants to the Lessor that the Lessee
has been neither a Trustee nor an Affiliate of a Trustee of the Plans that
compose the Lessor with the power to appoint or terminate McMorgan and Company
or otherwise negotiation the terms of the employment agreement with McMorgan and
Company within the past year.  An "Affiliate" of a person means:

    1.  any other person directly or indirectly controlling, controlled by or
        under the control with a Trustee, or

    2.  any corporation, partnership, trust or unincorporated enterprise of
        which such person above described is an officer, director, five-percent
        or more partner, or employee (but only if employed by the Plan
        sponsor), or

   3.  any director or employee of the person described above who is a highly
       compensated employee as defined in Section 4975 (e)(2)(H) of the Internal
       Revenue Code, or

   4.  any director or employee of the person described above who has direct or
       indirect authority, responsibility or control regarding the custody,
       management or disposition of Plan assets, or

   5.  a named fiduciary of the Plan, within the meaning of Section 402(a)(2) of
       ERISA.
<PAGE>

       The definition of an Affiliate above is derived from Prohibited
       Transaction Class Exemption 84-14, March 13, 1984 (49 FR 9494);
       (amended October 10, 1985 (50 FR 41430)).

   5.  SECURITY DEPOSIT:  Upon Lessee's execution of this Lease, Lessee shall
       deposit with Lessor as a Security Deposit for the performance by Lessee
       of its obligations under this Lease the amount described on Page 1.  If
       Lessee is in default, Lessor may use the Security Deposit, or any
       portion thereof, to cure the default or to compensate Lessor for all
       damage sustained by Lessor resulting from Lessee's default.  Lessee
       shall immediately on demand pay to Lessor a sum equal to the portion of
       the Security Deposit so applied so as to maintain the Security Deposit
       in the sum initially deposited with Lessor.  As soon as practicable
       after the termination of this Lease, Lessor shall return the Security
       Deposit to Lessee, less such amounts as are reasonably necessary to
       remedy Lessee's defaults.  Lessor shall not be required to keep the
       Security Deposit separate from other funds and, unless otherwise
       required by law, Lessee shall not be entitled to interest on the
       Security Deposit.

   6.  LANDLORD'S WORK:  Prior to the Commencement Date Lessor shall install the
       improvements on the Premises described as "Landlord's Work" in Exhibit
       B, which is attached and incorporated herein by this reference, in
       accordance with the criteria set forth therein.

   7.  UTILITIES:  Lessee shall pay the cost of all gas, heat, electricity,
       telephone and utilities billed or metered separately to Lessee.

   8.  LATE CHARGES:  Lessee acknowledges that late payment by Lessee to
       Lessor of Rent, expenses, utility costs or other sums due hereunder,
       will cause Lessor to incur costs not contemplated by this Lease and the
       exact amount of such costs are extremely difficult and impracticable to
       fix.  Such costs include, without limitation, processing and accounting
       charges, and late charges that may be imposed on Lessor by the terms of
       any note secured by any encumbrance against the Premises.  Therefore,
       if any installment of Rent or other sums due from Lessee is not
       received by Lessor when due, Lessee shall pay to Lessor a sum
       equal to five percent (5%) of such overdue amount as a late charge.
       The parties agree that this late charge represents a fair and reasonable
       estimate of the costs that Lessor will incur by reason of late payment
       by Lessee.  Acceptance of any late charge shall not constitute a
       waiver of Lessee's default with respect to the overdue amount, nor
       prevent Lessor from exercising any of the other rights and remedies
       available to Lessor.

   9.  USE OF PREMISES:  The Premises are to be used for the uses stated on
       Page 1 and for no other purposes without Lessor's prior written consent,
       which shall not be unreasonably withheld.  Lessor may withhold its
       consent to any change of use on any commercially reasonable grounds,
       including, but not limited to, the following grounds which are hereby
       deemed by Lessee to be reasonable:

          (a) if the proposed changed use will conflict or be incompatible with
       other uses in the Park;

          (b) if such proposed changed use would impact the Common Areas or
       result in increased requirements for services or utilities furnished
       by Lessor;

         (c)  if such proposed changed use would cause unusual wear and tear
       on the Premises or overload or overburden the structure or create undue
       vibration;

         (d)  if such proposed changed use would require the use of heavy
       machinery and equipment other than that used by Lessee for its permitted
       light manufacturing on or about the Premises;

         (e)  if such proposed changed use would require the use by Lessee on
       the Premises of Hazardous Materials at a level which creates more risk
       than the use of Hazardous Materials by Lessee in its business as of the
       date of this Lease; or

        (f)  if such proposed changed use creates inappropriate or dangerous
       uses of the Premises.

       Lessee shall not do or permit anything to be done in or about the
       Premises nor keep or bring anything therein which will in any way
       increase the existing rate of or affect any policy of fire or other
       insurance upon the Building or any of its contents, or cause a
       cancellation of any insurance policy.  Lessee shall not do or permit
       anything to be done in or about the Premises which will in any way
       obstruct or interfere with the rights of  other tenants or occupants of
<PAGE>

       the Building or other buildings in the Park or injure or annoy other
       tenants or use or allow the Premises to be used for any improper,
       immoral, unlawful or objectionable purpose, nor shall
       Lessee cause, maintain or permit any nuisance in, on or about the
       Premises. Lessee shall not damage or deface or otherwise commit or
       suffer to be committed any waste in or upon the Premises.  Lessee shall
       honor the terms of all recorded covenants, conditions and restrictions
       relating to the property on which the Premises are located.  Lessee shall
       honor the rules and regulations attached to and made a part of this Lease
       as Exhibit C and any other reasonable regulations of the Lessor related
       to parking and the operation of the Park.  Lessee shall, at Lessee's
       expense, faithfully observe and comply with all Municipal, State and
       Federal statutes or rules, regulations, ordinances, requirements, and
       orders, pertaining to the Premises or Lessee's use thereof, including
       without limitation, all statutes, rules, regulations, ordinances,
       requirements, or orders affecting the Premises, the Building or the Park
       now in force or which may hereafter be in force; provided, however, that
       Lessee shall not be required to make structural changes to the Premises
       not related to Lessee's specific use of the Premises unless the
       requirement for such changes is imposed as a result of any improvements
       or additions made or proposed to be made at Lessee's request.

   10. ALTERATIONS AND ADDITIONS:  Lessee shall not install any signs,
       fixtures or improvements to the Premises without the prior written
       consent of Lessor, which consent shall not be unreasonably withheld or
       delayed.  Lessee shall keep the Premises and the property on which the
       Premises are situated free from any liens arising out of any work
       performed, materials furnished or obligations incurred by or on behalf
       of Lessee.  Lessee shall give Lessor ten (10) days' prior written
       notice of any improvements by Lessee, together with a statement of the
       cost thereof, to give Lessor the opportunity to post and record a
       notice of non-responsibility.  As a condition to Lessor's consent to
       the installation of any fixtures or improvements, Lessor may require
       Lessee to post a completion bond for up to 150% of the cost of the
       work.  Upon termination of this Lease, Lessee shall remove any
       improvements made by Lessee and repair any damage caused by the
       installation or removal of such signs, fixtures, furniture, furnishings
       and improvements and leave the Premises in as good condition as they
       were in at the time of the commencement of this Lease, except for
       reasonable wear and tear,casualty damage and condemnation.

       Any work performed at the Building or on the Premises by Lessee or
       Lessee's contractor in connection with improvements shall be subject
       to the following additional requirements:

       (a)  Such work shall not proceed until Lessor has approved (which
            approval shall not be unreasonably withheld or delayed) in writing:
            (i) Lessee's contractor, (ii) the amount and coverage of public
            liability and property damage insurance, with the Lessor named as
            an additional insured, carried by Lessee's contractor, (iii)
            complete and detailed plans and specifications for such work, and
            (iv) a schedule for the work.

      (b)   All work shall be done in conformity with a valid permit when
            required, a copy of which shall be furnished to Lessor before such
            work is commenced. In any case, all such work shall be performed in
            accordance with all applicable laws.  Notwithstanding any failure
            by Lessor to object to any such work, Lessor shall have no
            responsibility for Lessee's failure to comply with applicable laws.

      (c)   Lessee understands that all contractors and subcontractors retained
            at the Park by Lessor or Lessee to perform construction or tenant
            improvement work shall be signatory to the appropriate collective
            bargaining agreement(s) with the labor organizations affiliated with
            the Building and Construction Trades Department of the AFL-CIO or
            with the International Brotherhood of Teamsters.

      (d)   Lessee agrees to indemnify, defend and hold Lessor harmless for any
            work performed, including consequential damages, which is not
            performed in accordance with applicable law or the provisions of
            this Lease.

   11. REPAIRS AND MAINTENANCE:  Lessee shall, at Lessee's sole cost and
       expense, maintain the Premises and adjacent areas in good, clean and
       safe condition and repair to the satisfaction of the Lessor any damage
       caused by Lessee or its employees, agents, invitees, licensees or
       contractors.  Without limiting the generality of the foregoing, Lessee
       shall be solely responsible for maintaining and repairing all plumbing,
       electrical wiring and equipment lighting and interior walls, and
       maintaining the heating, ventilation and air conditioning system
       ("HVAC") serving the Premises.  Lessee shall keep and maintain and
       provide Lessor with a copy of a service contract for the maintenance of
       the HVAC system.

       Except for repairs rendered necessary by the negligence of Lessee, its
       agents, customers, employees and invitees, Lessor shall keep in good
       repair the structural portions of the roof, foundations and exterior
       walls of the Premises (exclusive of glass and exterior doors) and
       underground utility and sewer pipes outside the exterior walls of the
       Building.

       Except for normal maintenance and repair of the items outlined above,
       Lessee shall have no right of access to or install any device on the
       roof of the Building nor make any penetrations of the roof of the
       Building without the express prior written consent of Lessor.
<PAGE>

       Notwithstanding the provisions of the Lease to the contrary, any costs
       incurred by Lessor in providing auxiliary or services or in undertaking
       barrier removal efforts as defined in and pursuant to the Americans with
       Disabilities Act of 1990 and the regulations promulgated thereunder, as
       the same may be amended or supplemented from time to time, or in any
       similar federal, state or local law or ordinance which are directly
       attributable to or arise primarily from Lessee's use or occupancy of
       the Premises or improvements made to the Premises by Lessee shall be
       deemed additional rent, and shall be paid in full by Lessee within
       thirty (30) days after Lessor gives Lessee written notice that such
       cost has been incurred by Lessor.

   12. INSURANCE:  Lessee shall at all times during the term of this Lease,
       and at its sole cost and expense, maintain worker's compensation
       insurance with not less than the minimum limits required by law and
       "broad form" commercial general liability insurance against liability
       for bodily injury and property damage with liability limits as set
       forth on Page 1 with such insurance naming Lessor as an additional
       insured and including such endorsements as may be required by the
       Lessor.  In no event shall the limits of said policy or policies be
       considered as limiting the liability of Lessee under this Lease.

       Lessee shall maintain in full force and effect on all of its personal
       property, furniture, furnishings, trade or business fixtures and
       equipment on the Premises a policy or policies of fire or extended
       coverage insurance.  Lessor will not carry insurance on Lessee's
       personal property.

       All insurance shall be with companies licensed to do business with the
       Insurance Commissioner of the State of California rated A:X or better in
       Best's Key Rating Guide.  Such commercial general liability policy or
       policies shall be issued as primary policies and not contributing with or
       in excess of coverage that Lessor may carry.  A certificate in form ACORD
       27 of such liability insurance shall be delivered to the Lessor prior to
       the Commencement Date of this Lease, and annually thereafter over the
       term of the Lease, which shall certify that the policy names Lessor as an
       additional insured and that the policy shall not be canceled or altered
       without thirty (30) days' prior written notice to Lessor.

   13. LIMITATION OF LIABILITY AND INDEMNITY:  Except for damage resulting from
       the sole negligence of Lessor or its authorized representatives, Lessee
       agrees to save and hold Lessor harmless and indemnify Lessor from and
       against all claims, losses, proceedings, damages, causes of action,
       liabilities, costs, or expenses (including attorneys' fees, costs of
       court and expenses necessary in the prosecution or defense of any
       litigation) by reason of injury to person or property, from whatever
       cause, while in or on the Premises, or in any way connected with the
       Premises or with the improvements or personal property therein,
       including any liability for injury to person or property of Lessee, its
       agents or employees or third party persons.

       Except for damage resulting from the sole negligence of Lessor or
       its authorized representatives, Lessor shall not be liable to Lessee for
       any damage to Lessee or Lessee's property, for any injury to or loss of
       Lessee's business or for any damage or injury to any person from any
       cause.

   14. ASSIGNMENT AND SUBLEASING:  Lessee shall not assign or transfer this
       Lease nor sublet all or any portion of the Premises without the written
       consent of Lessor, which shall not be unreasonably withheld.  If Lessee
       seeks to sublet or assign all or any portion of the Premises, a copy of
       the proposed sublease or assignment agreement and all agreements
       collateral thereto, shall be delivered to Lessor at least thirty (30)
       days prior to the commencement of the sublease or assignment (the
       "Proposed Effective Date").  In the event of an assignment or in
       the event of a sublease where the sublease (1) by itself or taken
       together with prior or other sublease(s) covers or totals, as the case
       may be, more than twenty-five percent (25%) of the rentable square feet
       of the Premises or (2) is for a term which by itself or taken together
       with prior or other subleases is greater than fifty percent (50%) of
       the period remaining in the term of this Lease as of the time of the
       Proposed Effective Date, then Lessor shall have the right, to be
       exercised by giving written notice to Lessee, to recapture the
       space described in the sublease or the entire Premises in the event of an
       assignment.  If such recapture notice is given, it shall serve to
       terminate this Lease with respect to the proposed sublease space, or, if
       the proposed sublease space covers all the Premises or in the event of
       an assignment, it shall serve to terminate the entire Lease, in either
       case as of the Proposed Effective Date.
<PAGE>

       However, no termination of this Lease with respect to part or all of the
       Premises shall become effective without the prior written consent, where
       necessary, of the holder of each deed of trust encumbering the
       Premises or any part thereof.  If this Lease is terminated pursuant to
       the foregoing with respect to less than the entire Premises, the Rent
       shall be adjusted on the basis of the proportion of square feet
       originally demised and this Lease as so amended shall continue
       thereafter in full force and effect.  Each permitted assignee or
       sublessee shall assume and be deemed to assume this Lease and shall be
       and remain liable jointly and severally with Lessee for payment of Rent
       and for the due performance of, and compliance with all the terms,
       covenants, conditions and agreements herein contained on Lessee's part
       to be performed or complied with, for the term of this Lease.  In the
       event of any sublease or assignment of all or any portion of the
       Premises where the Rent reserved in the sublease or assignment exceeds
       the Rent or pro rata portion of the Rent, as the case may be, for such
       space reserved in the Lease, Lessee shall pay Lessor monthly, as
       additional Rent, at the same time as the monthly installments of Rent
       hereunder, one-half (1/2) of the excess of the Rent reserved in the
       sublease over the Rent reserved in this Lease applicable to the
       sublease space.

       Notwithstanding the provisions of this Paragraph 14, Lessee may assign
       this Lease or sublet the Premises or any portion thereof, without
       Lessor's consent and without extending the recapture option of Lessor
       contained in this Paragraph 14, to any corporation or partnership which
       controls, is controlled by, or is under common control with Lessee, or
       to any corporation resulting from a merger or consolidation with
       Lessee or to any entity which purchases substantially all of Lessee's
       assets provided such entity has at the time of the assignment a net
       worth at least equal to the net worth of Lessee as of the Commencement
       Date.  Lessee shall give Lessor not less than ten (10) business days'
       prior written notice of any such assignment or sublease.

   15. SUBROGATION:  Subject to the approval of their respective insurers,
       Lessor and Lessee hereby mutually waive their respective rights of
       recovery against each other from loss or damage to any of their property
       located on or about the Premises that is caused by or results from
       perils covered by property insurance carried by the respective parties,
       to the extent of the proceeds of such insurance actually received with
       respect to such loss or damage.  Each party shall obtain any special
       endorsements, if required by their insurer, to evidence compliance
       with the aforementioned wavier.

   16. AD VALOREM TAXES:  Lessee shall pay before delinquent all taxes assessed
       against the personal property of the Lessee and all taxes attributable
       to any leasehold improvements made by Lessee.

   17. SUBORDINATION:  Lessee shall, upon request of the Lessor, execute any
       instrument necessary or desirable to subordinate this Lease and all its
       rights contained hereunder to any and all encumbrances now or hereafter
       in force against the Park and the Building.

       In the event any proceedings are brought for foreclosure or in the
       event of the exercise of the power of sale under any deed of trust made
       by Lessor covering the Premises or a deed in lieu of foreclosure
       thereunder, Lessee shall attorn to the purchaser upon any such
       foreclosure or sale and recognize as the Lessor under this Lease any
       such purchaser or such transferee who acquires the Premises by deed in
       lieu of foreclosure.

   18. RIGHT OF ENTRY:  Lessee grants to Lessor or its agents the right to enter
       the Premises at all reasonable times for purposes of inspection,
       exhibition, repair or alteration.  Lessor shall at all times have and
       retain a key with which to unlock all the doors in, upon and about the
       Premises, excluding Lessee's vaults and safes, and Lessor shall have
       the right to use any and all means Lessor deems necessary to enter the
       Premises in an emergency.  Lessor shall also have the right to place
       "for rent" and/or "for sale" signs on the outside of the Premises.
       Lessee hereby waives any claim for any of the foregoing arising out of
       the negligent acts or omissions of Lessor or its authorized
       representatives.

   19. ESTOPPEL CERTIFICATE:  Lessee shall execute and deliver to Lessor, upon
       not less than five (5) days' prior written notice, a statement in the
       form attached as Exhibit D certifying that this Lease is unmodified and
       in full force and effect (or, if modified, stating the nature of such
       modification) and the date to which the Rent and other charges are paid
       in advance, if any, and acknowledging that there are not, to Lessee's
       knowledge, any uncured defaults on the part of Lessor hereunder or
       specifying such defaults as are claimed.  Any such statement may be
       conclusively relied upon by any prospective purchaser or
       encumbrancer of the Premises.  Lessee's failure to deliver such
       statement within such time shall be conclusive upon the Lessee that (1)
       this Lease is in full force and effect, without modification except as
       may be represented by Lessor; (2) there are no uncured defaults in the
       Lessor's performance; and (3) not more than one month's rent has been
       paid in advance.
<PAGE>

   20. LESSEE'S DEFAULT:  The occurrence of any one or more of the following
       events shall constitute a default and breach of this Lease by Lessee:

       (a)  The vacation or abandonment of the Premises by the Lessee.

       (b)  The failure by Lessee to make any payment of Rent or any other
            payment required hereunder within five (5) days of the date said
            payment is due.

       (c)  The failure of Lessee to observe, perform or comply with any of the
            conditions or provisions of this Lease for a period, unless
            otherwise noted herein, of ten (10) days after written notice.

       (d)  The Lessee becoming the subject of any bankruptcy (including
            reorganization or arrangement proceedings pursuant to any
            bankruptcy act) or insolvency proceeding whether voluntary or
            involuntary.

       (e)  The Lessee using or storing Hazardous Material on the Premises
            other than as permitted by the provisions of Paragraph 29 below,
            or the release of any hazardous substance, or failure to notify
            Lessor or appropriate federal, state, or local agencies of any
            such release.

      (f)  The Lessee entering any of the relationships listed in Paragraph 4
           above (ERISA Certification) with the Pension Trust Fund comprising
           the Lessor.

   21. REMEDIES FOR LESSEE'S DEFAULT:  In the event of Lessee's default or
       breach of the Lease, Lessor may terminate Lessee's right to possession
       of the Premises by any lawful means, in which case this Lease shall
       terminate and Lessee shall immediately surrender possession of the
       Premises to Lessor.  In addition, the Lessor shall have the immediate
       right of re-entry, and if this right of re-entry is exercised following
       abandonment of the Premises by Lessee, Lessor may consider any personal
       property belonging to Lessee and left on the Premises to also have been
       abandoned.

       If Lessee breaches this Lease and abandons the Premises before the end of
       the term, or if Lessee's right to possession is terminated by Lessor
       because of a breach of the Lease, then in either such case, Lessor may
       recover from Lessee all damages suffered by Lessor as a result of
       Lessee's failure to perform its obligations hereunder, including, but
       not restricted to, the worth at the time of the award (computed in
       accordance with paragraph (3) of the subdivision (a) of Section 1951.2
       of the California Civil Code) of the amounts by which the Rent then
       unpaid hereunder for the balance of the Lease term exceeds the amount
       of such loss of Rent for the same period which the Lessee proves could
       be reasonably avoided by Lessor and in such case, Lessor, prior to the
       award, may relet the Premises for the purpose of mitigating damages
       suffered by Lessor because of Lessee's failure to perform its
       obligation hereunder; provided, however, that even though Lessee has
       abandoned the Premises following such breach, this Lease shall
       nevertheless continue in full force and effect for as long as the
       Lessor does not terminate Lessee's right of possession, and until such
       termination, Lessor may enforce all its rights and remedies under this
       Lease, including the right to recover the Rent from Lessee as it becomes
       due hereunder.  The "worth at the time of the award" within the meaning
       of Subparagraphs (a)(1) and (a)(2) of Section 1951.2 of the California
       Civil Code shall be computed by allowing interest at the rate of ten
       percent (10%) per annum.

       The foregoing remedies are not exclusive; they are cumulative in addition
       to any remedies now or later allowed by law or to any equitable remedies
       Lessor may have, and to any remedies Lessor may have under bankruptcy
       laws or laws affecting creditor's rights.

       The wavier by Lessor of any breach of any term of this Lease shall not be
       deemed a wavier of such term or of any subsequent breach thereof.

   22. HOLDING OVER:  If Lessee holds possession of the Premises after the
       term of this Lease with Lessor's consent, Lessee shall become a tenant
       from month to month upon the terms specified at a monthly Rent of 150%
       of the Base Rent due on the last month of the Lease term, payable in
       advance on or before the first day of each month.  All other sums due
       as Rent hereunder shall be paid by Lessee and all other provisions of
       this Lease shall remain in effect.  All options, if any, granted under
       the terms of this Lease shall be deemed terminated and be of not
       effect during said month-to-month tenancy.  Lessee shall continue in
       possession until such tenancy shall be terminated by either Lessor or
       Lessee giving written notice of termination to the other party at least
       thirty (30) days prior to the effective date of termination.
<PAGE>

   23. Lessor's Default:  Lessee agrees to give holder of a deed of trust
       encumbering the Premises ("Trust Deed Holders"), by certified mail, a
       copy of any notice of default served upon the Lessor by Lessee,
       provided that prior to such notice Lessee has been notified in writing
       (by way of Notice of Assignment of Rents and Leases, or otherwise) of
       the address of such Trust Deed Holder. Lessee further agrees that if
       Lessor shall have failed to cure such default within the time, if any,
       provided for in this Lease, then the Trust Deed Holders shall have an
       additional thirty (30) days within which to cure such default or
       if such default cannot be cured within that time, then such additional
       time as may be necessary, if within such thirty (30) days, the Trust
       Deed Holders has commenced and is diligently pursuing the remedies
       necessary to cure such default (including, but not limited to,
       commencement of foreclosure proceedings, if necessary, to effect such
       cure), in which event this Lease shall not be terminated while such
       remedies are being so diligently pursued.

   24. PARKING:  Lessee shall have the use of the number of undesignated parking
       spaces set forth on Page 1.  Lessor shall exercise its best efforts to
       insure that such spaces are available to Lessee for its use, but Lessor
       shall not be required to enforce Lessee's right to use the same.

   25. SALE OF PREMISES:  In the event of any sale of the Premises by Lessor,
       Lessor shall be and is hereby released form its obligations to perform
       under this Lease and the purchaser at such sale or any subsequent sale
       of the Premises shall be deemed, without any further agreement between
       the parties or their successors in interest or between the parties and
       any such purchaser, to have assumed and agreed to carry out any and all
       of the covenants and obligations of the Lessor under this Lease.

   26. WAIVER:  No delay or omission in the exercise of any right or remedy of
       Lessor or any default by Lessee shall impair such a right of remedy or be
       construed as a waiver.

       The subsequent acceptance of Rent by Lessor after breach by Lessee of any
       covenant or term of this Lease shall not be deemed a waiver of such
       breach, and shall not prevent Lessor from maintaining an unlawful
       detainer or other action based on such breach.

       No payment by Lessee or receipt by Lessor of a lesser amount than the
       monthly Rent and other sums due hereunder shall be deemed to be other
       than on account of the earliest Rent or other sums due, nor shall any
       endorsement or statement on any check or accompanying any check or
       payment be deemed an accord and satisfaction and Lessor may accept such
       check or payment without prejudice to Lessor's right to recover the
       balance of such Rent or other sum or pursue any other remedy provided
       in this Lease.

   27. CASUALTY DAMAGE:  If the Premises or any part thereof shall be damaged by
       fire or other casualty, Lessee shall give prompt written notice thereof
       to Lessor.  In case the Building shall be so damaged by fire or other
       casualty that substantial alteration or reconstruction of the Building
       shall, in Lessor's reasonable opinion, be required (whether or not the
       Premises shall have been damaged by such fire or other casualty), Lessor
       may, at its option, terminate this Lease by notifying Lessee in writing
       of such termination within sixty (60) days after the date of such damage,
       in which event the Rent shall be abated as of the date of such damage. If
       Lessor does not elect to terminate this Lease, Lessor shall within ninety
       (90) days after the date of such damage commence to repair and restore
       the Building and shall proceed with reasonable diligence to restore the
       Building (except that Lessor shall not be responsible for delays outside
       its control) to substantially the same condition in which it was
       immediately prior to the happening of the casualty, except that Lessor
       shall not be required to rebuild, repair, or replace any part of Lessee's
       furniture, furnishings or fixtures and equipment removable by Lessee or
       any improvements installed by Lessee under the provisions of this Lease.
       Lessor shall not in any event be required to spend for such work an
       amount in excess of the insurance proceeds actually received by Lessor as
       a result of the fire, or other casualty. Lessor shall not be liable for
       any inconvenience or annoyance to Lessee, injury to the business of
       Lessee, loss of use of any part of the Premises or the Lessee's personal
       property resulting in any way from such damage or the repair thereof,
       except that, subject to the provisions of the next sentence, Lessor shall
       allow Lessee a fair diminution of Rent during the time and to the extent
       the Premises are unfit for occupancy. If the Premises or any other
       portion of the Building be damaged by fire or other casualty resulting
       from the fault or negligence of Lessee or any of Lessee's agents,
       employees or invitees, the Rent shall not be diminished during the repair
       of such damage and Lessee shall be liable to Lessor for the cost and
       expense of the repair and restoration of the Building caused thereby to
       the extent such cost and expense of the repair and restoration of the
       Building caused thereby is not covered by insurance proceeds.

       Except as otherwise provided in this Paragraph 27, Lessee hereby waives
       the provisions of Sections 1932(2), 1933(4), 1941 and 1942 of the
       California Civil Code.
<PAGE>

   28. CONDEMNATION:  If twenty-five percent (25%) or more of the Premises is
       taken for any public or quasi-public purpose of any lawful governmental
       power or authority or sold to a governmental entity to prevent such
       taking, the Lessee or the Lessor may terminate this Lease as of the
       date when physical possession of the Premises is taken by the taking
       authority.  Lessee shall not because of such taking assert any claim
       against the Lessor or the taking authority for any compensation because
       of such taking, and Lessor shall be entitled to receive the entire
       amount of any award without deduction for any estate of interest or
       interest of Lessee.  If a substantial portion of the Building or the
       Park is so taken, Lessor at its option may terminate this Lease.  If
       Lessor does not elect to terminate this Lease, Lessor shall, if
       necessary, promptly proceed to restore the Premises or the Building to
       substantially its same condition prior to such partial taking, allowing
       for the reasonable effects of such taking, and a proportionate
       allowance shall be made to Lessee for the Rent corresponding to the
       time during which, and to the part of the Premises of which, Lessee is
       deprived on account of such taking and restoration.  Lessor shall not be
       required to spend funds for restoration in excess of the amount received
       by Lessor as compensation awarded.

   29. HAZARDOUS MATERIALS.  The Lessee, at its sole cost and expense, shall
       comply with all laws, ordinances, regulations, and standards regulating
       or controlling hazardous wastes or hazardous substances, including,
       without limitation, the Comprehensive Environmental Response,
       Compensation, and Liability Act of 1980, as amended, 42 U.S.C. 9601, et
       seq., the Hazardous Material Transportation Act, 49 U.S.C. 1801, et
       seq., the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et
       seq., the Carpenter-Presley-Tanner Hazardous Substance Account Act,
       Health and Safety Code section 25300, et seq., the Underground Storage
       of Hazardous Substance Act, Health and Safety section 25280, et seq.,
       the Safe Drinking Water and Toxic Enforcement Act of 1986 (Health and
       Safety Code section 25249.5, et seq., and the Hazardous Waste Control
       Law, Health and Safety Code section 25100, et seq. (collectively, the
       "Environmental Laws").  The Lessee hereby indemnifies and at all times
       shall indemnify and hold harmless the Lessor, the Lessor's trustees,
       directors, officers, employees, investment manager(s), attorneys,
       agents, and any successors to the Lessor's interest in the chain of
       title to the Property, their trustees, directors, officers, employees,
       and agents from and against any and all claims, suits, demands,
       response costs, contribution costs, liabilities, losses, or damages,
       directly or indirectly arising out of the existence, use, generation,
       migration, storage, transportation, release, threatened release, or
       disposal of Hazardous Materials (defined below) in, on, or under the
       Property or in the groundwater under the Property and the migration or
       transportation of Hazardous Materials to or from the Property or the
       groundwater underlying the Property.  This indemnity extends to the
       costs incurred by the Lessor or its successors to reasonably repair,
       clean up, dispose of, or remove such Hazardous Materials in order to
       comply with the Environmental Laws, provided the Lessor gives the
       Lessee not less than thirty (30) days' advance written notice of its
       intention to incur such costs.  The Lessee's obligations pursuant to the
       foregoing indemnification and hold harmless agreement shall survive the
       termination of this Lease.  The subtenants, contractors, agents, or
       invitees of the Lessee shall not use, generate, manufacture, store,
       transport, release, threaten release, or dispose of Hazardous Materials
       in, on, or about the Park unless the Lessee shall have received the
       Lessor's prior written consent therefore, which the Lessor may withhold
       or revoke at any time in its reasonable discretion, and shall not cause
       or permit the release or disposal of Hazardous Materials from the Park
       except in compliance with applicable Environmental Laws. The Lessee
       shall not permit any person, including its subtenants, contractors,
       agents, or invitees to use, generate, manufacture, store, transport,
       release, threaten release, or dispose of Hazardous Materials in, on, or
       about the Park or transport Hazardous Materials from the Park unless
       the Lessee shall have received the Lessor's prior written consent
       therefore, which the Lessor may hold or revoke at any time in its
       reasonable discretion and shall not cause or permit the release or
       disposal of Hazardous Materials.  The Lessee shall promptly deliver
       written notice to the Lessor if it obtains knowledge sufficient to infer
       that Hazardous Materials are located on the Park that are not in
       compliance with applicable Environmental Laws or if any third party,
       including without limitation, a governmental agency, claims a
       significant disposal of Hazardous Materials occurred in the Park or is
       being or has been released from the Park, or any such party gives
       notice of its intention to declare the Park to be Border Zone Property
       (as defined in section 25117.4 of the California Health and Safety
       Code).  Upon reasonable written request of the Lessor, the Lessee,
       through its professional engineers and at its cost, shall thoroughly
       investigate suspected Hazardous Materials contamination of the Park.
       The Lessee, using duly licensed and insured contractors, shall promptly
       commence and diligently complete the removal, repair, clean-up, and
       detoxification of any Hazardous Materials from the Park as may be
       required by applicable Environmental Laws.

       Notwithstanding anything to the contrary in this Lease, nothing herein
       shall prevent the Lessee from using materials other than Hazardous
       Materials on the Premises as would be used in the ordinary course of the
       Lessee's business as contemplated by this Lease.  The Lessee does not in
       the course of the Lessee's current business use Hazardous Materials.  If
       during the term of this Lease, the Lessee contemplates utilizing such
<PAGE>

       materials (or subleases/assigns this Lease to a subtenant or assignee who
       utilizes Hazardous Materials), the Lessee shall obtain prior written
       approval from the Lessor, which approval shall not be unreasonably
       withheld.  In connection with such requested approval, the Lessor, at its
       option, and at the Lessee's expense, may cause an engineer selected by
       the Lessor, to review (a) the Lessee's proposed operations, including
       materials to be used, generated, stored, disposed, and manufactured in
       the Lessee's business and (b) the Lessee's compliance with terms of
       this paragraph.  The Lessee shall provide the engineer with such
       information reasonably requested by the engineer to complete the review.
       Thereafter, Lessor may undertake additional reviews, but such reviews
       shall not occur more frequently than once each year unless cause exists
       for some other review schedule.  One-half (1/2) of the fees and costs
       of the engineer for such subsequent reviews shall be paid promptly by
       the Lessee to the Lessor upon receipt of written notice of such fees
       and costs.


       "Hazardous Materials" means any hazardous waste or hazardous substance as
       defined in any federal, state, county, municipal, or local statute,
       ordinance, rule, or regulation applicable to the Property, including,
       without limitation, the Environmental Laws.  "Hazardous Materials" shall
       also include asbestos or asbestos-containing materials, radon gas,
       petroleum or petroleum fractions, urea formaldehyde foam insulation,
       transformers containing levels of polychlorinated biphenyls greater
       than 50 parts per million, and chemicals known to cause cancer or
       reproductive toxicity, whether or not defined as a hazardous waste or
       hazardous substance in any such statute, ordinance, rule or regulation.

   30. FINANCIAL STATEMENTS:  Within ten (10) days after Lessor's request,
       Lessee shall deliver to Lessor the then current audited financial
       statements of Lessee (including interim periods following the end of
       the last fiscal year for which annual statements are available) which
       statements shall be prepared or compiled by a certified public
       accountant and shall present fairly the financial condition of Lessee
       at such dates and the result of its operations and changes in its
       financial positions for the periods ended on such dates.  Any financial
       statements provided by Lessee to Lessor shall be treated as confidential
       by Lessor, however, Lessor may submit Lessee's financial statements to
       any prospective purchaser of the Park or any prospective lender.

   31. REPRESENTATIONS AND WARRANTIES OF LESSEE:  If Lessee is a partnership,
       corporation or limited liability company, Lessee hereby makes the
       following representations and warranties, each of which is material and
       being relied upon by Lessor, is true in all respects as of the date of
       this Lease, and shall survive the expiration or termination of the Lease.

          (a) Lessee is duly organized, validly existing and in good standing
       under the laws of the state of its organization and the persons executing
       this Lease on behalf of Lessee have the full right and authority to
       execute this Lease on behalf of Lessee and to bind Lessee without the
       consent or approval of any other person or entity.  Lessee has full
       power, capacity, authority and legal right to execute and deliver this
       Lease and to perform all of its obligations hereunder.  This Lease is a
       legal, valid and binding obligation of Lessee, enforceable in
       accordance with its terms.

          (b) Lessee has not (1) made a general assignment for the benefit of
       creditors, (2) filed any voluntary petition in bankruptcy or suffered the
       filing of an involuntary petition by any creditors, (3) suffered the
       appointment of a receiver to take possession of all or substantially all
       of its assets, (4) suffered the attachment or other judicial seizure of
       all or substantially all of its assets, (5) admitted in writing its
       inability to pay its debts as they come due, or (6) made an offer of
       settlement, extension or composition to its creditors generally.

   32. RIGHT OF FIRST OFFER:  Provided Lessee is not in Default under the Lease,
       Lessor agrees that in the event the premises immediately adjacent to the
       Premises, which premises are depicted as the "Right of First Offer
       Premises" in Exhibit E, which is attached to this Lease ("Right of First
       Offer Premises"), becomes available for re-letting to third parties after
       the expiration of the Lease of the existing tenants of the First Offer
       Premises and as long as the existing tenant elects to vacate the Right of
       First Offer Premises, Lessor shall notify Lessee in writing of the
       availability of the Right of First Offer Premises and the anticipated
       date on which the Right of First Offer Premises will be vacated by the
       then existing tenant. For a period of ten (10) days following receipt of
       Lessor's written notice containing the above specified information,
       Lessee shall have a one-time right of first offer ("Right of First
       Offer") to lease the Right of First Offer Premises at the same rental
       rate per square foot and upon all such other terms and conditions as set
       forth in this Lease. Lessee shall exercise the Right of First Offer as
       set forth in this paragraph by giving Lessor written notice of its
       exercise within the above specified (10) day period. If Lessee fails to
       timely exercise the Right of First Offer set forth in this paragraph,
       then the Right of First Offer shall expire and be of no further force or
       effect and thereafter Lessor shall be entitled to place the Right of
       First Offer Premises on the open market for lease by third parties. This
       paragraph shall not apply if the existing tenant of the Right of First
       Offer Premises has exercised a right to extend, renew or renegotiate the
       terms of its lease for the Right of First Offer Premises.
<PAGE>

       If Lessee exercises its Right of First Offer as set forth in this
       Paragraph 32, Lessor and Lessee shall execute an amendment to this Lease
       ("Amendment") adjusting the Base Rent to reflect the addition of the
       Right of First Offer Premises to the Premises and increasing the amount
       of the Security Deposit by an amount which equals the highest monthly
       Base Rent attributable to the Right of First Offer Premises during the
       remainder of the Term.  The provisions of Exhibit B shall not be
       applicable to the Right of First Offer Premises.  Lessor shall have no
       obligation to make any improvements to the Right of First Offer
       Premises.  Notwithstanding the exercise by Lessee of the Right of First
       Offer, in the event that Lessee is in Default of the Lease at any time
       from the date it exercises the Right of First Offer through the date on
       which Lessee's lease of the Right of First Offer Premises commences
       under the Amendment, then at Lessor's election and upon written notice
       by Lessor to Lessee, Lessee's exercise of the Right of First Offer may
       be voided by Lessor.

   33. QUIET ENJOYMENT:  Lessor covenants that Lessee, upon performing the
       terms, conditions and covenants of this Lease, shall have quiet and
       peaceful possession of the Premises as against any person claiming the
       same by, through or under Lessor.

   34.  GENERAL PROVISION:
        -----------------

          (a) TIME.  Time is of the essence in this Lease and with respect to
       each and all of its provisions in which performance is a factor.

          (b) SUCCESSORS AND ASSIGNS.  The covenants and conditions herein
       contained, subject to the provisions as to assignment, apply to and
       bind the heirs, successors, executors, administrators and assigns of
       the parties hereto.

          (c) RECORDATION.  Lessee shall not record this Lease or a short form
       memorandum hereof without prior written consent of the Lessor.

          (d) LESSOR'S PERSONAL LIABILITY.  The liability of Lessor (which, for
       purposes of this Lease, shall include Lessor and the owner of the
       Building if other than the Lessor) to Lessee for any default by Lessor
       under the terms of this Lease shall be limited to the actual interest
       of Lessor and its present or future partners in the Building and Lessee
       agrees to look solely to Lessor's or Lessor's present or future
       partners' actual interest in the Building for the recovery of any
       judgment against Lessor, it being intended that Lessor shall not be
       personally liable for any judgment or deficiency.  The liability of
       Lessor under this Lease is limited to its actual period of ownership of
       title to the Building, and Lessor shall be released from liability upon
       transfer of title to the Building.

          (e) SEPARABILITY.  Any provisions of this Lease which shall prove to
       be invalid, void or illegal shall in no way affect, impair or
       invalidate any other provisions hereof and such other provision shall
       remain in full force and effect.

          (f) CHOICE OF LAW.  This Lease shall be governed by the laws of the
       State of California.

          (g) ATTORNEYS' FEES.  In the event any legal action is brought to
       enforce or interpret the provisions of this Lease, the prevailing party
       therein shall be entitled to recover all costs and expenses including
       reasonable attorneys' fees.

          (h) ENTIRE AGREEMENT.  This Lease supersedes any prior agreements and
       contains the entire agreement of the parties on matters covered.  No
       other agreement, statement or promise made by any party that is not in
       writing and signed by all parties to this Lease shall be binding.  This
       Lease shall not be construed to create any form of partnership or joint
       venture between Lessor and Lessee.

          (i) WARRANTY OF AUTHORITY.  Each person executing this agreement on
       behalf of a party represents and warrants that (1) such person is duly
       and validly authorized to do so on behalf of the entity it purports to
       so bind, and (2) if such party is a partnership, corporation or trustee,
       that such partnership, corporation or trustee has full right and
       authority to enter into this Lease and perform all of its obligations
       hereunder.

          (j) NOTICES.  All notices and demands required or permitted to be
       sent to the Lessor or Lessee shall be in writing and shall be sent by
       United States mail, postage prepaid, certified or by personal delivery
       or by overnight courier, addressed to Lessor at Firestone Business Park,
       340 El Camino Real South, Salinas, California 93901, or to Lessee at
       the address listed on Page 1 prior to the Commencement Date and
       following the Commencement Date at the Premises, or to such other place
       as such party may designate in a notice to the other party given as
       provided herein.  Notice shall be deemed given upon the earlier of
       actual receipt or the third day following deposit in the United States
       mail.
<PAGE>

          (k) INTERLINEATION.  The use of underlining or strikeouts within the
       Lease is for reference purposes only.  No other meaning or emphasis is
       intended by this use, nor should any be inferred.

   35. BLANKET ENCUMBRANCE:  Lessee is aware of the fact that the lot on which
       the Premises are located may be subject to a deed of trust, mortgage,
       or other lien known as a "Blanket Encumbrance."  According to
       California law, Lessee could lose its interest through foreclosure of
       the Blanket Encumbrance or other legal process even though Lessee is
       not delinquent in Lessee's payments or other obligations under the Lease.

       IN WITNESS WHEREOF, this Lease is executed on the date and year first
   written above.

LESSEE:  EARLYCHILDHOOD.COM, LLC,
     A California limited liability company

By:    /s/ Kelly Crampton
       ______________________________

Its:    VP-OPERATIONS
        _____________________________


By:    /s/ Jeffrey Grace
       _____________________________

Its:    VP-FINANCE
        _____________________________


LESSOR:  PTF FOR OPERATING ENGINEERS, LLC,
     A Delaware limited liability company

     By:  McMorgan & Company
     Its:  Investment Manager

     By: Patrick Murray
        _______________________
     Patrick Murray

     Its:  Vice President
<PAGE>

                                   EXHIBIT B


                                LANDLORD'S WORK


     Lessor shall make the following improvements to the Premises ("Landlord's
Work"):

1.  Add two (2) grade doors:

2.  Replace warehouse lighting with metal halide HID lights;

3.  Remove paint lines from floor;

4.  Construct two (2) ADA compliant restrooms;

5.  Construct a 30 ft. by 40 ft. employee break room;

6.  Upgrade fire sprinklers to a room density of .30 gallon/2,000 sq. ft.; and

7.  Install hose drops, alarms, strobes, etc. per Wade Reese drawing.

     The Landlord's Work shall be in accordance with mutually accepted plans and
specifications (the "Plans") which shall be approved by Lessor and Lessee on or
before the date which is two (2) weeks following full execution of this Lease by
lessor and Lessee ("Plan Approval Date").  If Lessor and Lessee do not agree
upon the Plans on or before the Plan Approval Date, either Lessor or Lessee may
terminate this lease by giving written notice of termination to the other.  The
Landlord's Work shall be substantially completed prior to delivery of the
Premises to Lessee by Lessor.

     Lessor shall provide an allowance for the planning and construction of the
Landlord's Work (including design, engineering, permit and total construction
costs), in the amount four Hundred Eighty-Five Thousand Dollars ($485,000.00)
("Improvements Allowance").  The Improvements Allowance shall be the maximum
contribution by Lessor for the Landlord's Work.  Landlord's Work shall include
only those improvements within the interior portions of the Premises approved by
Lessor.  Landlord's Work shall specifically not include any alterations,
additions, or improvements installed or constructed by Lessee and any of
Lessee's personal property or trade fixtures.  After the Plans have been
approved by the parties, Lessor shall notify Lessee of the estimated cost of the
Landlord's Work ("Estimated Cost").  If the Estimated Cost exceeds the
Improvements Allowance, Lessee may either eliminate work from the requested
Improvements Allowance or pay to Lessor the amount in excess of the Improvements
Allowance with ten (10) days of receipt by Lessee of Lessor's notice of
Estimated Cost.  If the Estimated Cost does not exceed the Improvements
Allowance or if the Estimated Cost does exceed the Improvements Allowance, but
Lessee pays to Lessor the amount in excess of the Improvements Allowance, Lessor
shall commence construction of the Landlord's Work and diligently proceed to
complete same.  All amounts of the Improvements Allowance in excess of the
amount of One Hundred Eighty-Five Thousand Dollars ($185,000.00) expended by
Lessor in the construction of the Landlord's Work up to the total amount of the
Improvements Allowance shall be paid to Lessor by Lessee by amortizing such
amount (the "Amortized Allowance") over the seven (7) years of the Initial Term
with interest thereon at the rate of ten percent (10%) per annum on the unpaid
amounts and paid by Lessee along with the monthly Base Rent as additional rent
every month during the seven (7) years of the Initial Term.

<PAGE>


                                   EXHIBIT C

                            FIRESTONE BUSINESS PARK
                             RULES AND REGULATIONS



PURPOSE:

     In a business park setting, it is imperative that certain activities be
     prohibited because they represent a threat to good order ad discipline
     which directly impact on the health, safety or welfare of our lives.  These
     Rules and Regulations are for the mutual benefit and protection of all
     current and future lessees with Firestone Business Park.  Accordingly, each
     lessee agrees to accept the Rules and Regulations.

     Furthermore, Firestone Business Park will enforce these provisions
     according to its business judgment in its sole discretion.  It is agreed
     and understood that Firestone Business Park shall not be subject to any
     claim of any kind for damages or losses suffered as a result of a breach of
     these Rules and Regulations by another party, or the alleged failure of the
     Firestone Business Park to enforce the provisions of these Rules and
     Regulations.

EFFECTIVE DATE:

     These Rules and Regulations are effective as of January 15, 1992 and hereby
     supersede all previous Rules and Regulations.

CONTROLLED SUBSTANCES:

     It is strictly forbidden to enter the Firestone Business Park under the
     influence of any controlled substance, or to transport, carry, consume or
     use any intoxicants, narcotics, stimulants, depressants or hallucinogens.
     The giving, selling or delivering of any controlled substance to any other
     person on the premises or trafficking for the sale or delivery of such
     items is forbidden and is illegal. Ethical pharmaceutical drugs on a
     doctor's prescription and over-the-counter drugs are allowed.

SPEED LIMITS:

     A 25 MPH speed limit is in effect for safety reasons, and it will be
     strictly enforced. Flagrant abusers of the speed limit or repeat violators
     will be prohibited from driving in the Firestone Business Park. This
     prohibition extends to both employees and to trucking or transportation
     companies servicing your business.

PARKING:

     All parking shall be in designated parking areas only.  Illegally parked
     vehicles, improperly parked vehicles taking two or more spaces, or those
     parked in undesignated areas will be removed at the expense of the lessee.

VEHICULAR STORAGE:

     Due to insurance liability limitations, there shall be no storage of vans,
     cars, trucks, trailers, boats or other vehicles of any sort outside of the
     lessee's leased space.

OUTSIDE STORAGE:

     There shall be no outside storage of wares, goods, materials, containers,
     boxes or pallets.  Such material is a fire hazard that threatens safety and
     is absolutely prohibited.

LOADING AND STAGING:

     All loading and unloading must be conducted entirely at the lessee's
     loading docks or interior lease space.  Staging is the term applied to the
     preparation, presentation or stacking of merchandise for shipping in a
     convenient, ready-to-load location.  All staging of materials must be
     accomplished within each lessee's space.

                                       2

<PAGE>

REFUSE AND TRASH:

     Each lessee is responsible for the safe storage and removal of trash and
     refuse generated by its respective business.  Trash containers shall not be
     allowed to overflow and, in wind conditions, trash containers must be
     tarped to prevent the blowing of trash around the Firestone Business Park
     and into other leased spaces.

VEHICULAR MAINTENANCE AND REPAIR:

     There shall be no maintenance or repairs performed on any automobile,
     truck, cab, van trailer or other vehicle, whether it is parked on concrete,
     asphalt, blacktop, dirt or any other surface in Firestone Business Park.
     With the exception of such minor repairs or assistance such as jump-
     starting dead batteries, all vehicles must be removed from the Firestone
     Business Park for servicing.  This prohibition also applies to oil changes,
     filter changes and lubrication.

POLLUTION AND NUISANCE:

     Any type of activity or business application that produces offensive noise,
     dirt, smoke, odor or other nuisance is strictly prohibited.  This
     prohibition extends to the running of gasoline or diesel engines inside
     warehousing or other enclosed spaces.  Firestone Business Park management
     has the sole discretion to determine whether any business activity that
     produces noise, dirt, smoke, odor or other nuisances is of a nature that
     should be prohibited.

SAFETY AND SECURITY:

     The personnel of the Safety and Security Force may not be utilized to halt
     shipments, stop trucking or engage in other activities resulting from
     internal labor-management disputes.  The Safety and Security Force is
     authorized to act in the event there has been a criminal act committed and
     to provide safety-related services.

ANIMALS:

     No animals shall be brought or kept upon the Firestone Business Park,
     except seeing eye dogs.

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<PAGE>

                                   EXHIBIT D
                                   ---------

                              ESTOPPEL CERTIFICATE

LEASE DATED:____________________

BETWEEN:  PTF FOR OPERATING ENGINEERS, LLC, a Delaware limited liability
          company, as "Lessor"

AND       EARLYCHILDHOOD.COM, LLC, a California limited liability company, as
          "Lessee", demising premises located and addressed as:
          Space:  32
                  340 EL CAMINO REAL SOUTH
                  SALINAS, CA 93901

Ladies and Gentlemen:

The undersigned Lessee hereby certifies with respect to the above described
Lease as follows:

1.  All space and improvements leased by Lessee pursuant to the Lease have been
    completed and furnished in accordance with the provisions of the Lease, and
    Lessee has accepted and taken possession of the Premises. All obligations of
    Lessor to Lessee with respect to improvements to the Premises have been
    performed;

2.  Lessor has satisfied all commitments made to induce Lessee to enter into the
    Lease, and Lessor is not in any respect in default in the performance by
    Lessor of its obligations under the Lease;

3.  Lessee is not in any respect in default under the Lease and has not
    assigned, cosigned, sublet, transferred or hypothecated its interest or any
    part thereof under the Lease;

4.  The Lease (including any option or renewal term) is for a total term of
    approximately ___ years commencing __________, 200__ (the "Commencement
    Date") and ending ______________, 200__. The Lease is in full force and
    effect and has not been modified, altered or amended and contains the entire
    agreement between Lessor and Lessee except:

    (List amendments and modification and date of execution or write "None")

5.  Rental under the Lease has been paid through ________, 200__ and was payable
    from the Commencement Date: ________________, 200__.

6.  The Base Rent is $_________ per month at this time:

7.  There are no offsets or credits against Rent payable under the Lease, and
    Lessee has made no payment to Lessor as a security deposit or advance or
    prepaid rental except: (i) payments expressly provided for in the Lease or
    in an amendment or modification to the Lease described above; and (ii)
    payments made no earlier than ten (10) days prior to the date upon which
    such payments are due;

8.  Except as expressly provided in the Lease or in an amendment or modification
    to the Lease which is described above, Lessee does not have any right to
    renew or extend the term of the Lease nor any option or preferential right
    to purchase all or any part of the Premises or all or any part of the
    building of which the Premises are a part, nor any right, title or interest
    with respect to the Premises other than as Lessee under the Lease;

9.  Lessee acknowledges that this certificate is a material inducement to
    prospective lenders and/or purchasers to incur financial obligation in
    respect hereof, and that such lenders or purchasers will rely upon the
    statements contained herein;

10. That the above described Lease represents the entire agreement between the
    parties as to said leasing.

                                       4

<PAGE>

The undersigned hereby agrees:

(a)  To disclaim all right, title or interest in said Premises except the rights
     granted by said Lease;

(b)  To send a copy of any notice or demand given or made to the Lessor pursuant
     to the provision of said Lease, by certified mail to the owner and holder
     of any first mortgage on the demised Premises, or its assignee upon being
     notified in writing of such mortgagee's or assignee's name and address; and

(c)  To give to the holder of said mortgage or its assignee the same right as
     the Lessor has to cure any default complained of in said notice or demand.

Executed this _____________ day of _______________, 200__.

______________________________
______________________________


By:___________________________

Its:___________________________

By:___________________________

Its:___________________________

                                       5

<PAGE>

Map of Firestone Business Park goes here.

                                       6