NET INDUSTRIAL LEASE




                    This Lease is between NONAR ENTERPRISES,


                 a California general partnership ("Landlord"),




                                       and




           VERSAFORM CORPORATION, a California corporation ("Tenant"),



                        Executed as of September 12, 2003



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                                TABLE OF CONTENTS


1.      LEASE OF PREMISES......................................................2
2.      EXHIBITS AND ADDENDA...................................................2
3.      DEFINITIONS............................................................3
4.      DELIVERY OF POSSESSION.................................................9
5.      LANDLORD'S REPRESENTATIONS AND WARRANTIES; ACCEPTANCE.................10
6.      USE, LIMITATIONS......................................................10
7.      RENT..................................................................19
8.      LATE CHARGES..........................................................21
9.      SECURITY DEPOSIT......................................................22
10.     RENTAL ABATEMENT......................................................22
11.     OPTION TO EXTEND......................................................22
12.     ADDITIONAL SPACE -OPTION TO EXPAND....................................23
13.     TENANT IMPROVEMENTS...................................................23
14.     TENANT IMPROVEMENT ALLOWANCE..........................................24
15.     OPERATING EXPENSES....................................................24
16.     TAXES, ASSESSMENTS....................................................27
17.     MAINTENANCE...........................................................29
18.     UTILITIES AND SERVICES................................................32
19.     INDEMNITY AND EXCULPATION.............................................34
20.     INSURANCE.............................................................36
21.     ALTERATIONS...........................................................39
22.     MECHANICS' LIENS......................................................41
23.     DESTRUCTION...........................................................42
24.     CONDEMNATION..........................................................44
25.     ASSIGNMENT............................................................46
26.     DEFAULT...............................................................51
27.     ADVERTISING...........................................................58
28.     NO PUBLIC DISCLOSURES.................................................58
29.     LANDLORD'S ENTRY ON PREMISES..........................................59
30.     OFFSET STATEMENT ATTORNMENT, SUBORDINATION............................61
31.     NOTICE................................................................63
32.     WAIVER................................................................63
33.     SALE OR TRANSFER OF PREMISES..........................................64
34.     HOLDING OVER..........................................................64
35.     SURRENDER OF PREMISES.................................................65
36.     ABANDONMENT...........................................................66
37.     ATTORNEYS' FEES.......................................................66
38.     ACCESS; CHANGES IN BUILDING FACILITIES NAME...........................67
39.     QUIET ENJOYMENT.......................................................67
40.     FORCE MAJEUR..........................................................68
41.     RELATIONSHIP OF PARTIES...............................................68
42.     GENERAL PROVISIONS....................................................68


<PAGE>


                              NET INDUSTRIAL LEASE

         This Lease between NONAR ENTERPRISES,  a California general partnership
("Landlord"),  and VERSAFORM CORPORATION,  a California corporation  ("Tenant"),
executed as of September , 2003.

1.   LEASE OF PREMISES.

     1.1.   In  consideration  of the Rent (as  defined  in the  Article  titled
            "Rent") and the provisions of this Lease,  Landlord leases to Tenant
            and Tenant  leases  from  Landlord  the  Premises  described  in the
            Article  titled  "Definitions."  The Premises are located within the
            Building described in the Article titled "Definitions." Tenant shall
            have the nonexclusive  right (unless  otherwise  provided herein) in
            common with Landlord, other tenants, subtenants and invitees, to use
            of the  Project  Enhancement  Areas  and Unit  Shared  Use Areas (as
            defined in the Article titled "Definitions").

     1.2    Tenant has  examined  the  Premises  and is fully  informed of their
            condition.

     1.3.   This Lease confers no rights either with regard to the subsurface of
            the land below the ground  level of the  Premises  or with regard to
            airspace  above  the top of the roof of the  Building  in which  the
            Premises is located.

2.   EXHIBITS AND ADDENDA.

     The exhibits and addenda  listed below (unless lined out) are  incorporated
     by reference in this Lease:

     2.1.   Exhibit "A" - Site Plan designating the Premises, Building, Unit and
            Project Enhancement Areas.

     2.2    Exhibit "B" - Rules and Regulations.

     2.3    Exhibit  "C" -  Building  Floor  Plan,  Landlord's  Work and  Tenant
            Improvements to the Premises.

     2.4    Exhibit "D" - Tenant's Trade Fixtures

     2.5    Exhibit "E" - Permitted Tenant Materials

     2.6    Exhibit "F" - Operating Expenses

3.   DEFINITIONS.

     As used in this  Lease,  the  following  terms  shall  have  the  following
     meanings:

     3.1.   Base Rent: $31,628.00 per month, based on rent at $0.43 per rentable
            square foot per month for 75,554 rentable square feet (as determined
            pursuant to Section 3.14 of this Lease).

     3.2.   Building:  The building in the Project  containing  the Premises and
            having the address of 1377 Specialty Drive, Vista, California.

     3.3.   Commencement  Date:  October  1,  2003,  or the  date of  Landlord's
            receipt of a Certificate of Occupancy for the Premises, whichever is
            later.

     3.4.   Expiration Date: Ten (10) years after the Commencement  Date, unless
            otherwise  sooner  terminated in accordance  with the  provisions of
            this Lease.

     3.5.   Landlord's  Mailing  Address:  NONAR  ENTERPRISES,   4275  Executive
            Square, Suite 1020 La Jolla, California 92037 Attention:  Michael P.
            Cafagna, General Partner

     3.6.   Tenant's Mailing Address: VERSAFORM CORPORATION 1377 Specialty Drive
            Vista, CA 92083 Attention: Duane Hahn, General Manager

     3.7.   Operating  Expenses:  As defined in the  Article  titled  "Operating
            Expenses."  Operating Expenses will be determined as provided in the
            Article  titled  "Operating  Expenses," and may be more or less than
            the estimated Operating Expenses.

     3.8.   Intentionally omitted.

     3.9.   Premises:  Commencing  October 1, 2003,  Tenant  shall  occupy  that
            portion of the  Project  located  at 1377  Specialty  Drive,  Vista,
            California,  consisting of Suites A-B, and containing  approximately
            73,554 square feet of Rentable Area (subject to adjustment pursuant,
            to Section 3.14 of this Lease),  shown by diagonal  lines on Exhibit
            "C." Commencing October 1, 2004, Tenant shall occupy that portion of
            the Project  located at 1377  Specialty  Drive,  Vista,  California,
            consisting of Suites A-C, and containing approximately 85,004 square
            feet of Rentable  Area  (subject to  adjustment  pursuant to Section
            3.14 of this  Lease),  shown by  diagonal  lines on Exhibit  "C" and
            thereafter the term  "Premises"  shall mean and refer to Suites A, B
            and C.

     3.10.  Project: A multi-tenant  industrial/office/commercial  real property
            development of Landlord and Landlord's  affiliates located in Vista,
            California.  The Project  includes the land,  the  buildings and all
            other   improvements   located   thereon,   including   the  Project
            Enhancement  Areas and the Unit  Shared  Use Areas.  The  Project is
            known as the Rancho Vista Business Park.

     3.11.  Project Enhancement Areas: Specific areas of one or more lots within
            the  Project  which  have  been   designated  to  be  used  for  the
            enhancement of the Project.  Project  Enhancement Areas may include,
            but are not limited to, landscaped areas containing lighted monument
            signs for the Project.

     3.12.  Project Enhancement Area Expenses: All direct costs of operation and
            maintenance  of the Project  Enhancement  Areas,  as  determined  by
            standard  accounting  practices,  including,  but  not  limited  to,
            electrical   lighting  for  Project   monument   signs,   water  for
            landscaping, landscape maintenance and repair and reserves.

     3.13.  Rent: All costs and expenses that Tenant assumes or agrees to pay to
            Landlord under this Lease shall be deemed  additional  rent. The sum
            total of such  costs  and  expenses  plus the Base  Rent is at times
            referred to herein as the "Rent".

     3.14.  Rentable  Area: As to the Premises,  the rentable  square footage of
            the  portion of the  Building  as may from time to time be leased by
            Tenant  under this  Lease as  determined  according  to a method for
            industrial  buildings  similar to the Standard  Method For Measuring
            Floor  Area In Office  Buildings,  ANSI/BOMA  Z65.1-1996.  As to the
            Building,  the rentable square footage of the Building as determined
            according to the Standard  Method For Measuring Floor Area In Office
            Buildings,  ANSI/BOMA  Z65.1-1996.  If Tenant shall notify  Landlord
            that Tenant  disputes the  measurement of the Premises as determined
            by  Landlord,  then  Landlord  and Tenant  shall  jointly  choose an
            architect  to  determine  the Rentable  Area of the  Premises.  Such
            architect's   determination  shall  be  binding  and  conclusive  on
            Landlord and Tenant.  If the square  footage  determination  made by
            such architect  exceeds or is less than the disputed  square footage
            determination made by Landlord, then the amount of Base Rent payable
            by Tenant  under  this  Lease  and  Tenant's  Pro Rata  Share of the
            Building  (as  defined  in  Section  3.17 of this  Lease)  shall  be
            proportionally  adjusted  and  Landlord  shall  pay the fees of such
            architect for making such  determination.  If such architect concurs
            with the square footage determination made by Landlord,  then Tenant
            shall pay the fees of such architect for making such determination.

     3.15.  Security  Deposit  (See  the  Article  titled  "Security  Deposit"):
            $36,551.72.

     3.16.  Tenant's First Adjustment Date (See the Article titled "Rent"):  The
            first day of the first  calendar  month  following the  Commencement
            Date plus twelve (12) months.

     3.17.  Tenant's Pro Rata Share of the Building:  Tenant's Pro Rata Share of
            the Building is a fraction,  the  numerator of which is the Rentable
            Area of the Premises (as determined pursuant to Section 3.14 of this
            Lease),  and the  denominator of which is the total Rentable Area of
            the Building (as determined pursuant to Section 3.14 of this Lease).
            As of the date  hereof,  Tenant's  Pro Rata Share of the Building is
            86.53%. If Rentable Area is added to or removed from the Premises or
            the Building,  Landlord shall recalculate Tenant's Pro Rata Share of
            the Building for purposes of this Lease.

     3.18.  Tenant's Pro Rata Share of the Project:  Such share is calculated as
            follows:  Tenant's Pro Rata Share of the Building  times a fraction,
            the  numerator  of which is the gross  square  footage of the lot on
            which the Premises is located (the "Lot") as  reasonably  determined
            by Landlord,  and the  denominator  of which is 2,617,630 (the total
            gross square  footage of the  Project).  As of the date hereof,  the
            gross square  footage of the Lot is 213,357 square feet and Tenant's
            Pro  Rata  Share of the  Project  is  7.05%.  If land is added to or
            removed from the Project or the Lot,  Landlord shall recalculate (i)
            the  total  gross  square  footage  of the  Project  or the Lot,  as
            applicable,  and (ii)  Tenant's  Pro Rata Share of the  Project  for
            purposes of this Lease.

     3.19.  Tenant's  Pro Rata Share of the Unit:  Such share is  calculated  as
            follows:  Tenant's Pro Rata Share of the Building  times a fraction,
            the  numerator of which is the gross square  footage of the Lot, and
            the  denominator  of which is the total gross square  footage of all
            the lots in the Unit,  as  determined by Landlord from time to time.
            As of the date hereof, the total gross square footage of all lots in
            the Unit is 213,357  square feet and  Tenant's Pro Rata Share of the
            Unit is 86.53%.  If land is added to or removed  from the any of the
            lots in the Unit,  Landlord shall recalculate the total gross square
            footages of the lots in the Unit and  Tenant's Pro Rata Share of the
            Unit for purposes of this Lease.

     3.20.  Tenant's  Use Clause (See the Article  titled  "Use,  Limitations"):
            Tenant shall use and occupy the Premises for general office purposes
            and  for  the   manufacture,   heat  treating,   forming,   cutting,
            warehousing, inventory and distribution of aircraft related products
            and related  purposes and for any other purpose  approved in writing
            by Landlord,  which  approval  shall not be  unreasonably  withheld,
            conditioned  or  delayed.  The  manufacture  and forming of aircraft
            related products may include,  without  limitation,  (i) stretching,
            drilling and routing of aluminum and steel over dies and other metal
            forming  activities,  (ii) use of heat treating ovens, (iii) welding
            and (iv) minor painting.

     3.21.  Term: The period commencing on the Commencement Date and expiring at
            midnight on the  Expiration  Date.  For purposes of this Lease,  the
            term "Term" shall mean the initial ten (10) year term of this Lease,
            plus any  extension  of such ten (10) year term  exercised by Tenant
            pursuant to Section 11 of this Lease.

     3.22.  Trade Name: Versaform

     3.23.  Unit: The portion of the Project  consisting of the Lot. The Unit is
            depicted and designated on the Site Plan attached  hereto as Exhibit
            "A"

     3.24.  Unit Shared Use Area:  All areas of a lot within the Unit except for
            buildings and Exclusive Use Areas, if any.

     3.25.  Unit Shared Use Area  Expenses:  All direct costs of  operation  and
            maintenance  of the Unit Shared Use Areas of the Unit, as determined
            by standard  accounting  practices,  including,  but not limited to,
            exterior lighting, exterior water, landscape maintenance and repair,
            porter,   parking  lot  maintenance  and  repair,  trash  collection
            services and reserves.

     3.26.  Miscellaneous Definitions:

     Alteration:  any  addition or change to, or  modification  of, the Premises
            made by Tenant after the  completion of  construction  of the Tenant
            Improvements, including, without limitation, fixtures, but excluding
            Tenant's Trade Fixtures, and Tenant Improvements.

     Authorized Representative:  any officer,  agent,  employee,  or independent
            contractor  retained  or  employed by either  Party,  acting  within
            authority given him by that Party.

     Claims:all  claims,   actions,   demands,   liabilities,   damages,  costs,
            penalties,  forfeitures,  losses  or  expenses,  including,  without
            limitation, reasonable attorneys' fees and the costs and expenses of
            enforcing any  indemnification,  defense or hold harmless obligation
            under the Lease.

     Commencement Date Memorandum: the form of memorandum attached to the Lease.

     Damage:injury,  deterioration,  or loss to a person or  property  caused by
            another person's acts or omissions. Damage includes death.

     Damages: a monetary  compensation or indemnity that can be recovered in the
            courts  by any  person  who  has  suffered  damage  to  his  person,
            property, or rights through another's act or omission.

     Declaration:  that  certain   Declaration  of  Covenants,   Conditions  and
            Restrictions  for Rancho  Vista  Business  Park  recorded in the San
            Diego  County  Recorder's  Office on July 25, 1991 as  Document  No.
            1991-0367696.

     Destruction: any damage to or disfigurement of the Premises.

     Domestic Water: metered water service to the interior of the Building.

     Encumbrance: any deed of trust,  mortgage, or other written security device
            or  agreement  affecting  the  Premises,   and  the  note  or  other
            obligation secured by it, that constitutes  security for the payment
            of a debt or performance of an obligation.

     Expiration:  the coming to an end of a time period  specified in the Lease,
            including,  without limitation,  any extension of the Term resulting
            from the exercise of an option to extend.

     Good   Condition:   first-class,  neat,  clean,  and  broom-clean  physical
            condition,  and  is  equivalent  to  similar  phrases  referring  to
            physical adequacy in appearance and for use.

     Hold   Harmless:  to  defend  and  indemnify  from all  liability,  losses,
            penalties, damages, costs, expenses (including,  without limitation,
            reasonable attorneys' fees), causes of action,  claims, or judgments
            arising out of or related to any damage, as defined hereinabove,  to
            any person or  property.  Landlord  Parties:  Landlord  and Property
            Manager  and  their  respective   officers,   directors,   partners,
            shareholders, members and employees.

     Landlord's Work:  The work listed and referred to as  "Landlord's  Work" on
            Exhibit "C."

     Law:   any  law,  judicial  decision,  statute,  constitution,   ordinance,
            resolution,  regulation,  rule,  administrative order, direction, or
            other requirement of any municipal, county, state, federal, or other
            government agency or authority having jurisdiction over the Parties,
            Project,  Building,  or the Premises in effect either at the time of
            execution  of the Lease or at any time  during the Term,  including,
            without  limitation,  any  regulation  or order of a  quasi-official
            entity or body (e.g.,  board of fire examiners or public utilities).
            The  reference  in this  Lease  to any  legislation  or any  portion
            thereof  shall  be read  as  though  the  words  "or  any  statutory
            modifications  or re-enactment  thereof or any statutory  provisions
            substituted in lieu thereof' were added to such reference.

     Lender:the  beneficiary,  mortgagee,  secured Party,  or other holder of an
            encumbrance, as defined hereinabove.

     Lien:  a charge imposed on the Premises by someone other than Landlord,  by
            which the Premises are made security for the  performance of an act.
            Most of the liens referred to in this Lease are mechanics' liens.

     Maintenance: repairs, repainting, and cleaning.

     Mortgage: any mortgage,  deed of trust, security interest or other security
            document  of like nature  that at any time may  encumber  all or any
            part of the  Project  and any  replacements,  renewals,  amendments,
            modifications,  extensions or refinancings thereof, and each advance
            (including future advances) made under any such instrument.

     Party: shall mean Landlord or Tenant; and if more than one person or entity
            is Landlord or Tenant,  the obligations  imposed on that Party shall
            be joint and several.

     Person:one or more human  beings,  or legal  entities  or other  artificial
            persons, including, without limitation, partnerships,  corporations,
            trusts, estates,  associations,  and any combination of human beings
            and legal entities.

     ProjectTenant:  a person or entity (or their successor in interest) who has
            signed a valid existing lease for a space in the Project.

     Property Manager: an agent Landlord may appoint from time to time to manage
            the Project.  Property  Manager is authorized to manage the Project.
            Landlord  appointed  Property Manager to act as Landlord's agent for
            leasing,  managing,  and operating the Project. The Property Manager
            then  serving is  authorized  to accept  service  of process  and to
            receive and give notices and demands on Landlord's behalf.

     Provision: any term, agreement, covenant, condition, clause, qualification,
            restriction,  reservation,  or other  stipulation in this Lease that
            defines  or   otherwise   controls,   establishes,   or  limits  the
            performance required or permitted by either Party.

     Restoration: the reconstruction,  rebuilding,  rehabilitation,  and repairs
            that are necessary to return destroyed  portions of the Premises and
            other property to substantially the same physical condition in which
            they were immediately before the destruction.

     Successor: assignee,  transferee,  personal representative,  heir, or other
            person or entity succeeding lawfully, and pursuant to the provisions
            of this Lease, to the rights or obligations of either Party.

     Tenant Improvements:  any addition to or  modification of the Premises made
            by or for Tenant before,  at, or near the  commencement of the Term,
            including,  without  limitation,  fixtures (not  including  Tenant's
            Trade Fixtures).

     Tenant's Personal Property: Tenant's equipment, furniture, merchandise, and
            movable  property  placed  in  the  Premises  by  Tenant,  including
            Tenant's Trade Fixtures.

     Tenant's Taxes:  Any and all taxes,  assessments,  levies,  fees, and other
            governmental  charges of every kind or nature  levied or assessed by
            municipal,  county,  state,  federal,  or other  taxing or assessing
            authorities with respect to: all furniture, fixtures, equipment, and
            any other personal  property of any kind owned by Tenant and placed,
            installed,  or located  within,  upon,  or about the Premises to the
            extent that the property tax on such  property is assessed  directly
            to Landlord;  all alterations of whatsoever kind or nature,  if any,
            made by or for Tenant to the  Premises  after the  execution of this
            Lease;  and the leasehold  interest of Tenant.  Tenant's Taxes shall
            also  include  taxes  irrespective  of whether  any of the items are
            assessed as real or personal  property and  irrespective  of whether
            any of such items or taxes are  assessed  to or against  Landlord or
            Tenant.

     Tenant's Trade Fixtures: any machinery,  equipment, apparatus, appliance or
            other  property  and all  appurtenances  thereto  from  time to time
            installed in or on or affixed to the Premises by Tenant for purposes
            of  conducting  of  Tenant's  business on the  Premises,  including,
            without limitation, the machinery,  equipment, apparatus, appliances
            and property listed on Exhibit "D".

     Termination: the ending of the Term before expiration for any reason.

4.   DELIVERY OF POSSESSION.

     4.1.   Prior to delivery of possession of the Premises to Tenant, Landlord,
            at Landlord's sole cost and expense,  shall perform  Landlord's Work
            in a good and workmanlike manner and in substantial  accordance with
            all  applicable  Laws.  If for any reason  Landlord does not deliver
            possession  of the  Premises  to  Tenant on the  Commencement  Date,
            Landlord shall not be subject to any liability for such failure, the
            Expiration  Date shall not change,  the validity of this Lease shall
            not be impaired,  this Lease shall be neither void nor voidable, but
            Rent shall be abated until delivery of  possession.  Notwithstanding
            the  foregoing,  if  Landlord  does not  deliver  possession  of the
            Premises to Tenant in the condition  required  hereunder by November
            1, 2003, Tenant shall have the right to terminate this Lease.

     4.2.   Landlord  shall  permit  Tenant  to  enter  into  possession  of the
            Premises   before  the   Commencement   Date  for  the   purpose  of
            constructing the Tenant  Improvements and installing  Tenant's Trade
            Fixtures and such  possession  shall be subject to the provisions of
            this Lease, except for the payment of Rent.

     4.3.   If the delay in completion  of Landlord's  Work is the result of any
            delay caused by Tenant (a "Tenant  delay"),  the  Commencement  Date
            shall not be delayed by the number of days of such Tenant delay and,
            for purposes of Tenant's  obligation to pay Rent,  the  Commencement
            Date shall be deemed to have  occurred on the date that the Premises
            would have been ready for occupancy but for the Tenant delay. In the
            event Tenant requests not to initially  improve certain areas of the
            Premises,  the Commencement Date for those areas will be the same as
            the improved Premises.

     4.4.   Intentionally omitted.

     4.5.   After the  Commencement  Date,  Landlord  will deliver to Tenant the
            Commencement Date Memorandum with all blanks completed. Tenant will,
            within 10 business days after  receiving it,  execute and deliver to
            Landlord  the  Commencement  Date  Memorandum.  Tenant's  failure to
            execute and deliver to Landlord  the  Commencement  Date  Memorandum
            does not affect any obligation of Tenant under this Lease. If Tenant
            does not timely  execute and deliver to  Landlord  the  Commencement
            Date   Memorandum,   Landlord  and  any  prospective   purchaser  or
            encumbrancer may conclusively  rely on the information  contained in
            the unexecuted  Commencement Date Memorandum that Landlord delivered
            to Tenant.

5.   LANDLORD'S REPRESENTATIONS AND WARRANTIES; ACCEPTANCE.

     5.1.   Landlord  represents  and warrants that as of the date hereof and as
            of the  Commencement  Date, (i) the Lot, the Building,  the Premises
            and the Unit  Shared Use Area(s)  located  within the Unit comply in
            all material  respects  with all  applicable  Laws and  covenants or
            restrictions  of  record  in effect  (provided,  however,  that said
            representations  and  warranties  shall  not  apply  to  any  Tenant
            Improvements  made by Tenant prior to the Commencement  Date);  (ii)
            the roof, existing mechanical,  plumbing,  heating,  ventilation and
            air  conditioning  equipment and systems serving the Premises comply
            in all material  respects with the  requirements  of all  applicable
            Laws,  are in good working  order and condition and are suitable for
            operation over the initial Term of this Lease,  (iii)  Landlord,  or
            one of its affiliates,  is the owner in fee of the Lot, the Building
            and the  Premises;  (iv)  Landlord  has no knowledge  that  Tenant's
            intended  use as  described  in  Section  3.20 of this  Lease,  will
            violate any applicable zoning ordinances,  and (v) Landlord has full
            power and authority to lease the Premises to Tenant.

     5.2.   The taking of  possession  or use of the  Premises by Tenant for any
            purpose other than  construction of the Tenant  Improvements and the
            installation of Tenant's Trade Fixtures shall conclusively establish
            that the Premises  were,  at such time,  in  satisfactory  condition
            (except for latent defects) and in conformity with the provisions of
            this Lease in all respects,  excepting  only items not  comprising a
            part  of the  Tenant's  Improvements  of  which  Tenant  shall  give
            Landlord  written  notice in reasonable  detail within  fifteen (15)
            days after Tenant takes such possession or commences such use of the
            Premises  or the Term of this Lease  otherwise  commences.  Landlord
            shall correct or repair the items  mentioned in such notice promptly
            following Landlord's receipt of such notice from Tenant.

     5.3.   Tenant  acknowledges that except as otherwise expressly set forth in
            this Lease,  neither Landlord nor any agent of Landlord has made any
            representation  or  warranty  with  respect to the  Premises  or the
            Project or with  respect  to their  suitability  or fitness  for the
            conduct of Tenant's business or for any other purpose.

6.   USE, LIMITATIONS.

     6.1.   Tenant shall use the  Premises  solely for the purposes set forth in
            the  Tenant's  Use  Clause and for no other use  without  Landlord's
            prior written consent.  Landlord shall not unreasonably  withhold or
            delay its consent to any request by Tenant for a modification of the
            purposes  for which the Premises may be used under this Lease as set
            forth in the  Tenant's  Use  Clause,  so long as the  same  will not
            impair the  structural  integrity of the Premises or the Building or
            the   mechanical  or  electrical   systems   therein,   and  is  not
            significantly  more burdensome to the Premises and the Building.  If
            Landlord  objects  to a  requested  change  in use of the  Premises,
            Landlord  shall,  within ten (10) business days after receiving such
            request from Tenant, give written notification of same, which notice
            shall  include  an  explanation  of  Landlord's  objections  to  the
            requested change in use.

     6.2.   Tenant shall  conduct its  business at the Premises  under the trade
            name set forth in the Tenant's  Trade Name Clause and under no other
            trade name unless first  obtaining  the written  consent of Landlord
            which consent shall not be  unreasonably  withheld,  conditioned  or
            delayed.

     6.3.   Tenant  shall  not do,  bring,  or keep  anything  in or  about  the
            Premises that will cause a  cancellation  of any insurance  covering
            the  Premises  or its  contents.  To the extent that the rate of any
            insurance  carried by Landlord is  increased as a result of Tenant's
            use of the  Premises,  Tenant shall pay to Landlord  within ten (10)
            business  days  before the date  Landlord is  obligated  to pay such
            increased   premium  of  insurance   (provided   that  Landlord  has
            previously delivered to Tenant a certified statement from Landlord's
            insurance  carrier  stating that the rate increase was caused solely
            by an  activity  of Tenant on the  Premises,  as  permitted  in this
            Lease) or within ten (10) business days after Landlord delivers such
            certificate  to Tenant,  whichever date is later, a sum equal to the
            difference between the original premium and the increased premium.

     6.4.   Tenant  shall  comply in all  material  respects  with all terms and
            conditions of the Declaration relating to Tenant's use and occupancy
            of the Premises.

     6.5.   Tenant  shall  comply  in  all  material   respects  with  all  Laws
            concerning the Premises or Tenant's use of the Premises,  including,
            without  limitation,  the  obligation  at  Tenant's  cost to  alter,
            maintain,   change,  or  restore  the  Premises  in  compliance  and
            conformity  with  all  Laws  relating  to  the  condition,  use,  or
            occupancy of the Premises  during the Term.  Tenant will also comply
            in all material  respects with the  reasonable  requirements  of any
            fire insurance  underwriters  or other similar body now or hereafter
            constituted  relating  to  or  affecting  the  conditions,  use,  or
            occupancy of the Premises. Tenant agrees to install at its sole cost
            and expense any improvements,  changes,  or alterations  required by
            any  governmental  authority  as a  result  of  Tenant's  use of the
            Premises  or its  manner of  operation  or any  Alterations  made by
            Tenant. If Tenant contests the validity or application of any Law or
            other  requirement  of  any  governmental  authority,  Tenant  shall
            furnish a bond as reasonably required by Landlord and shall protect,
            defend,  hold  harmless,  and indemnify  Landlord to the  reasonable
            satisfaction  of  Landlord  from and  against  all  claims,  losses,
            damages,  costs,  expenses,  and  liabilities  arising from any such
            contest,  including reasonable  attorneys' fees incurred by Landlord
            in monitoring Tenant's compliance.

     6.6.   Tenant  shall not do or permit  anything  to be done in or about the
            Premises that will, in any way,  unreasonably  obstruct or interfere
            with the rights of other Project Tenants or occupants of the Project
            or materially  injure them. Tenant shall not use the Premises in any
            manner that will  cause,  maintain,  permit,  or  constitute  waste,
            nuisance, or an unreasonable annoyance to the quiet enjoyment of any
            other tenant of the Building (including, without limitation, the use
            in any manner not  permitted  under  this Lease of  loudspeakers  or
            sound or light  apparatus  that  can be  heard or seen  outside  the
            Premises).  Tenant  shall not allow the  Premises to be used for any
            unlawful purpose.  Landlord  expressly  acknowledges and agrees that
            notwithstanding  anything to the contrary  contained in this Section
            6.6,  Tenant may  install  and use  speakers  on the  outside of the
            Building for paging  purposes and Tenant's use of such  speakers for
            such purposes shall not constitute a violation of this Section 6.6.

     6.7.   Tenant  shall not use the Premises for  sleeping,  washing  clothes,
            cooking,  or except as permitted under this Lease,  the preparation,
            manufacture,  or  mixing of  anything  that  might  emit any odor or
            objectionable noises or lights.  Landlord expressly acknowledges and
            agrees that  notwithstanding  anything to the contrary  contained in
            this  Section  6.7,  (i)  Tenant  may  install  and use  within  the
            Premises,  kitchen type facilities and appliances for the purpose of
            providing food and drink to Tenant's employees and invitees and (ii)
            the emission of certain odors and the  generation of certain  noises
            are incidental to the operation of Tenant's business on the Premises
            and provided that such noise and odors do not violate any applicable
            Laws,  the  generation  of such  odors  and  noise by  Tenant on the
            Premises shall not constitute a violation of this Section 6.7.

     6.8.   Tenant shall not, without the prior written consent of the Landlord:
            use any  apparatus  or  device in or about  the  Premises  that will
            change the temperature  otherwise maintained by the air conditioning
            or heating  system;  increase the amount of electricity or water, if
            any,  usually  furnished  or  supplied  for  use  of  the  Premises,
            Building,  or Project  for the use  described  in the  Tenant's  Use
            Clause;  nor connect with electric current,  except through approved
            electrical outlets in the Premises, or water pipes, any apparatus or
            device for the purposes of using electric current or water. Landlord
            expressly  acknowledges and agrees that notwithstanding  anything to
            the contrary  contained  in this Section 6.8,  Tenant shall be using
            heat generating equipment as part of Tenant's business operations on
            the  Premises,  and that  Tenant's use of such  equipment  shall not
            constitute a violation of this Section 6.8.

     6.9.   Tenant  shall not do or permit  anything on the  Premises  that will
            cause damage to the Premises. Any overloading of electrical circuits
            shall be the responsibility of Tenant. No machinery,  apparatus,  or
            other appliance shall be used or operated in or on the Premises that
            will in any manner weaken,  materially injure or damage the Premises
            due to  excessive  vibrations,  shaking  or other  causes.  Landlord
            reserves  the right to  prescribe  the  weight and  position  of all
            files,  safes,  and heavy  equipment that Tenant desires to place in
            the Premises so as to properly  distribute  weight.  Tenant shall be
            responsible  for all  structural  engineering  required to determine
            structural   load.    Landlord    acknowledges   and   agrees   that
            notwithstanding  anything to the contrary  contained in this Section
            6.9, certain equipment and machinery used by Tenant in the operation
            of its business on the Premises will cause vibrations and noise, and
            that provided that Tenant's use of such equipment and machinery does
            not violate any applicable Laws,  Tenant's use of such equipment and
            machinery on the Premises  shall not  constitute a violation of this
            Section 6.9.

     6.10.  Tenant  shall  not  display  or sell  merchandise  or  allow  carts,
            portable  signs,  devices  or other  objects  to be stored or remain
            outside the defined exterior and permanent doorways of the Premises.
            Notwithstanding  anything to the contrary  contained in this Section
            6.10,  Tenant  shall have the right to use,  without any  additional
            charge to Tenant,  approximately  15,000  square feet in the parking
            area located behind the Building for outside  storage/staging  (said
            portion of the  parking  area being  hereinafter  referred to as the
            "Exterior Storage Area") provided that Tenant obtains approval to do
            so  from  the  City of  Vista,  California  and  complies  with  any
            screening  requirements  imposed by such City as a condition of such
            approval.

     6.11.  Tenant's  usual and customary  business  hours are 5:00 a.m. to 7:00
            p.m., Monday through Saturday provided,  however,  that Tenant shall
            have access to the Premises on a twenty-four  (24) hours per day and
            three hundred  sixty five (365) days per year basis,  and Tenant may
            conduct its  business  on the  Premises on such days and during such
            hours as Tenant from time to time deems  necessary,  in its sole and
            absolute discretion.

     6.12.  Tenant  shall not  conduct  or  permit  any sale by  auction  on the
            Premises.

     6.13.  Tenant shall have for its use and benefit the non-exclusive right in
            common with Landlord and future  owners,  other tenants of buildings
            contained  within the Unit and their respective  agents,  employees,
            customers, licensees,  subtenants,  invitees, and all others to whom
            Landlord  has  granted  or may grant  such  rights,  to use the Unit
            Shared Use Areas  during the entire  Term for  ingress  and  egress,
            roadway, automobile parking and sidewalks.  However, Landlord shall,
            at all times, have the right and privilege of determining the nature
            and extent of the Unit Shared Use Areas and of making  such  changes
            which in its opinion are deemed to be desirable  provided,  however,
            proper and  reasonable  access to the Premises is  maintained at all
            times and any such change does not  unreasonably  interfere  with or
            disrupt,  or have a material  adverse effect on,  Tenant's  business
            operations in the Premises.  Such changes may include, but shall not
            be limited to the following:  Converting  Unit Shared Use Areas into
            leasable areas; adding additional  buildings and improvements on the
            Lot or on adjacent lots, which may share access, Project Enhancement
            Areas  and  Unit   Shared  Use  Areas,   and   parking   facilities;
            constructing  additional  parking  facilities in the Unit Shared Use
            Areas;  increasing  or  decreasing  Unit Shared Use Area land and/or
            facilities;  changing  the  location,  number,  size,  and  shape of
            driveways,  entrances,  exits,  lobbies,  automobile parking spaces,
            parking  areas,  loading  and  unloading  areas,  ingress,   egress,
            landscaped  areas,  walkways,  the  direction  and  flow of  traffic
            (provided  such changes shall not  unreasonably  restrict or prevent
            Tenant  from  having  proper  access to the  Premises  for  loading,
            parking or other  normal  day to day  operations);  installation  of
            prohibited  areas,   landscaped  areas,  and  all  other  facilities
            thereof.  Tenant  acknowledges  that such  activities  may result in
            occasional inconvenience to Tenant. Landlord reserves the right from
            time to time to close  temporarily  any of the Unit Shared Use Areas
            for  maintenance  purposes  so  long  as  reasonable  vehicular  and
            pedestrian  access to the Premises is available.  Nothing  contained
            herein shall be deemed to create any  liability  upon  Landlord as a
            result  of said  changes  or for any  damage  to motor  vehicles  of
            customers  or  employees  or for loss of  property  from within such
            motor   vehicles,   unless  caused  by  the  negligence  or  willful
            misconduct  of  Landlord,  its agents,  servants or  employees.  Any
            changes in the Unit  Shared Use Area land and/or  facilities  (other
            than the parking  reserved  for  Tenant's  use  pursuant to the last
            sentence of this Section 6.13 and the Exterior  Storage  Area) shall
            not entitle Tenant to any compensation or diminution or abatement of
            rent, nor shall any diminution of such areas be deemed  constructive
            or actual eviction. Except for the parking reserved for Tenant's use
            pursuant to the last  sentence of this Section 6.13 and the Exterior
            Storage Area,  all Unit Shared Use Areas and  facilities not located
            within  the  Premises,  which  Tenant  may be  permitted  to use and
            occupy,  pursuant to this Lease, are to be used and occupied under a
            revocable   license.   Notwithstanding   anything  to  the  contrary
            contained in this Section  6.13,  (i) Tenant shall at all times have
            the exclusive  right to use One Hundred  Seventy-Four  (174) parking
            spaces in the  parking  areas on the Lot which are  adjacent  to the
            Building  (some of which may be in the Exterior  Storage Area) at no
            additional charge to Tenant,  (ii) as of the date hereof,  the truck
            parking  area at the west end of the Building is reserved for use by
            the current tenant of Suite C in the Building and (iii) at such time
            as Tenant commences occupying Suite C, the use of such truck parking
            area shall be reserved for Tenant's  exclusive  use at no additional
            charge to Tenant.

     6.14.  Landlord  reserves  the  right  from time to time to  install,  use,
            maintain,  repair and  replace  pipes,  ducts,  conduits,  wires and
            appurtenant  meters and  equipment for service to other parts of the
            Project above the ceiling surfaces, below the floor surfaces, within
            the walls and in central core areas of the Premises, and to relocate
            any  pipes,  ducts,  conduits,  wires  and  appurtenant  meters  and
            equipment  included in the Premises that are located in the Premises
            or located elsewhere outside the Premises, and to expand the Project
            provided that any such installation,  use,  maintenance,  repair and
            replacement does not unreasonably interfere with or disrupt, or have
            a material  adverse effect on, Tenant's  business  operations in the
            Premises. Notwithstanding anything to the contrary contained in this
            Section  6.14, in the event  Landlord  elects to relocate any pipes,
            ducts, conduits, wires and appurtenant meters and equipment included
            in the  Premises  that  are  located  in  the  Premises  or  located
            elsewhere outside the Premises, any such items shall be relocated to
            locations reasonably  acceptable to Tenant. Any work to be performed
            in the  Premises  by  Landlord  under  this  Section  6.14  shall be
            performed upon  reasonable  advance notice to Tenant during Tenant's
            normal  business hours  provided,  however,  that Landlord shall not
            have access rights to the portion of the Premises  housing  Tenant's
            computer  equipment or any portion of the Premises from time to time
            designated  as a "secure  area" by Tenant  unless  accompanied  by a
            representative of Tenant.

     6.15.  Landlord  shall,  at all times  during  the Term,  have the sole and
            exclusive control of the Unit Shared Use Areas, and may, at any time
            during  the  Term,  exclude  and  restrain  any  person  from use or
            occupancy  thereof,  excepting,   however,  Tenant,  and  bona  fide
            customers, patrons,  contractors,  invitees and service-suppliers of
            Tenant;  and other tenants of Landlord who make use of such areas in
            accordance  with the Rules and  Regulations  established by Landlord
            from  time to time  with  respect  thereto.  The  rights  of  Tenant
            hereunder, in and to the Unit Shared Use Areas, shall, at all times,
            be subject to the rights of Landlord,  other tenants of the Building
            and all others to whom Landlord has granted such rights,  to use the
            same in common with Tenant. Tenant shall not, at any time, interfere
            with the rights of  Landlord,  other  tenants,  or any other  person
            entitled to use the Unit  Shared Use Areas.  It shall be the duty of
            Tenant  to keep all Unit  Shared  Use  Areas  free and  clear of any
            obstructions  created  or  permitted  by  Tenant or  resulting  from
            Tenant's  operations on the Premises and to permit the use of any of
            the  parking and roadway  access  areas only for normal  parking and
            ingress   and   egress   by  the   such   customers,   patrons   and
            service-suppliers to and from the Building.

     6.16.  If, in the reasonable opinion of Landlord,  unauthorized persons are
            using any Unit Shared Use Areas by reason of the  presence of Tenant
            in the Premises,  Tenant, upon written demand of Landlord, shall use
            reasonable efforts to prevent such use by such unauthorized persons.
            Nothing herein shall affect the rights of Landlord,  at any time, to
            remove any such unauthorized  persons from the Unit Shared Use Areas
            or to  restrain  the use of any of the  Unit  Shared  Use  Areas  by
            unauthorized persons.

     6.17.  Tenant agrees to comply with such  reasonable  rules and regulations
            (the "Rules and  Regulations")  in the use of the  Premises  and the
            Unit  Shared Use Areas as  Landlord  may adopt from time to time for
            the orderly and proper  operation  of the Project  provided  that no
            such Rule or Regulation  shall conflict with or materially  diminish
            any right granted to Tenant under this Lease or change in any manner
            Tenant's  hours of operation  at the Premises or the parking  rights
            granted to Tenant in Section  6.13 of this Lease.  Tenant  shall use
            reasonable efforts to cause others who use the Unit Shared Use Areas
            with Tenant's  express or implied  permission to abide by Landlord's
            Rules and  Regulations.  Landlord  shall provide  Tenant thirty (30)
            days  written  notice of any  amendment  to any  existing  Rules and
            Regulations  or the  adoption  of any  new  Rules  and  Regulations.
            Landlord  acknowledges and agrees that  notwithstanding  anything to
            the  contrary  contained  in the Rules and  Regulations,  (i) trucks
            (including tractor/trailer combinations) servicing Tenant's business
            on the  Premises  and  vehicles  belonging  to business  visitors to
            Tenant's  business on the Premises may park overnight in the parking
            places reserved for Tenant's  exclusive use pursuant to Section 6.13
            of this Lease,  (ii) Tenant may  install  one or more  antennas  and
            satellite dishes on the Building in locations reasonably  acceptable
            to Landlord,  and (iii) Tenant may install a card key access  system
            at  the  main  entrance  to  the  Premises  and  once  Tenant  takes
            possession of Suite C within the  Building,  at the main entrance of
            the  Building.  and at any  other  points of  ingress/egress  to the
            Building or at interior points in the Building, without Tenant being
            deemed to be in breach of any such Rules and  Regulations.  However,
            Tenant shall provide  Landlord with reasonably  sufficient card keys
            to  enable  Landlord  to  have  the  access   necessary  to  perform
            Landlord's  obligations  described in this Lease. Landlord shall not
            be responsible to Tenant for the non-performance by any other tenant
            or  occupant  of the  Project of any of such Rules and  Regulations.
            Subject to the  limitations  contained in the first sentence of this
            Section 6.17, such Rules and  Regulations  may include,  but are not
            limited to, the following:

            6.17.1.   Normal business hours;

            6.17.2.   Intentionally omitted:

            6.17.3.   The   restricting  of  employee   parking  to  a  limited,
                      designated  area or areas and the  imposition of fines for
                      violations of such restrictions or designations; and

            6.17.4.   The  regulation  of  removal,  storage,  and  disposal  of
                      Tenant's refuse and other rubbish.

     6.18.  Tenant shall make a reasonable inspection as to the existence of any
            Hazardous  Substances on the Premises prior to the  commencement  of
            the Lease as necessary to satisfy  itself as to the condition of the
            Premises.

     6.19.  Tenant,  at its sole cost and  expense,  will comply in all material
            respects  with all Hazardous  Substances  Laws  (including,  but not
            limited to any federal, state or local statutes, laws, ordinances or
            regulations  in effect  either at the time of execution of the Lease
            or at any time during the term,  that control,  classify,  regulate,
            list or  define  Hazardous  Substances)  relating  to the  presence,
            treatment, storage, transportation,  disposal, release or management
            of Hazardous  Substances in, on, under or about the Project.  Tenant
            shall not enter into any  settlement  agreement,  consent  decree or
            other  compromise  with respect to any Claims  relating to or in any
            way connected with  Hazardous  Substances in, on, under or about the
            Project,  without first notifying  Landlord of Tenant's intention to
            do so and affording Landlord reasonable  opportunity to investigate,
            appear,  intervene  and  otherwise  assert  and  protect  Landlord's
            interest in the Project.

     6.20.  Tenant shall not cause or permit any Hazardous Substance to be used,
            stored,  generated,  or disposed of on or in the Premises by Tenant,
            Tenant's agents, employees,  contractors,  or invitees without first
            obtaining  Landlord's written consent.  If Hazardous  Substances are
            used, stored, generated, or disposed of on or in the Premises except
            as permitted  above, or if the Premises  become  contaminated in any
            manner for which Tenant is legally liable,  Tenant shall  indemnify,
            defend  and hold  harmless  the  Landlord  from any and all  claims,
            damages, fines, judgments,  penalties, costs, liabilities, or losses
            (including, without limitation, a decrease in value of the Premises,
            damages  caused by loss or  restriction of rentable or usable space,
            or any damages  caused by adverse  impact on marketing of the space,
            and any and all  sums  paid for  settlement  of  claims,  litigation
            expenses,  attorneys' fees, consultant, and expert fees) of whatever
            kind or nature, known or unknown,  contingent or otherwise,  arising
            during  or after  the  Lease  term and  arising  as a result of that
            contamination  by Tenant.  This  indemnification  includes,  without
            limitation,  any and all costs incurred because of any investigation
            of the site or any cleanup,  removal,  or restoration  mandated by a
            federal,  state, or local agency or political  subdivision.  Without
            limitation  of the  foregoing,  if  Tenant  causes  or  permits  the
            presence of any Hazardous Substance on the Premises and that results
            in contamination,  Tenant shall promptly,  at its sole expense, take
            any  and  all  necessary  actions  to  return  the  Premises  to the
            condition  existing  prior to the  presence  of any  such  Hazardous
            Substance on the  Premises.  Tenant  shall first  obtain  Landlord's
            approval  for any  such  remedial  action.  The  provisions  of this
            Section  shall  be  in  addition  to  any  other   obligations   and
            liabilities  Tenant may have to  Landlord at law or equity and shall
            survive the transactions  contemplated  herein and shall survive the
            termination of this Lease. Notwithstanding the foregoing, Tenant may
            use  nominal  amounts  of  Hazardous  Substances  as are  normal and
            customary for general office use, provided that Tenant complies with
            all applicable Laws relating thereto.

            6.20.1.   As used herein,  "Hazardous Substance" means any substance
                      that is toxic, ignitable,  reactive, or corrosive and that
                      is now  or  hereafter  regulated  by any  local  or  State
                      government with  jurisdiction over the Premises or Tenant,
                      or the United  States  Government.  "Hazardous  Substance"
                      includes,  but is not limited to, any and all  material or
                      substances   that  are  defined  as   "hazardous   waste,"
                      "extremely  hazardous  waste," or a "hazardous  substance"
                      pursuant to Law. "Hazardous  Substance"  includes,  but is
                      not  limited  to,  petroleum  based  products,  paints and
                      solvents,   lead,  cyanide,  DDT,  printing  inks,  acids,
                      friable asbestos, PCB's, contaminants, toxic wastes, toxic
                      pollutants,   dredged  soil,   solid  waste,   pesticides,
                      herbicides,  fertilizers and other agricultural  chemicals
                      or wastes,  incinerator residue,  sewage,  garbage, sewage
                      sludge,  munitions,  chemical products and wastes, and any
                      other  liquid,  solid or gaseous  pollutants  or hazardous
                      substances  or wastes  which are or may become  subject to
                      regulation  under  any  State  or  Federal   environmental
                      protection law or regulation.

            6.20.2.   Any  Hazardous  Substance  permitted  on the  Premises  as
                      provided  above,  and all containers  therefore,  shall be
                      used,  kept,  stored,  and  disposed  of in a manner  that
                      complies in all material respects with all Laws applicable
                      to such Hazardous Substance.

            6.20.3.   Tenant shall not discharge, leak, or emit, or permit to be
                      discharged,  leaked,  or emitted,  any  material  into the
                      atmosphere, ground, sewer system, or any body of water, if
                      that  material  (as  is   reasonably   determined  by  any
                      applicable  governmental authority) does or may pollute or
                      contaminate  the same,  or may  adversely  affect  (a) the
                      health, welfare, or safety of persons,  whether located on
                      the Premises or elsewhere,  or (b) the  condition,  use or
                      enjoyment  of the  building  or any other real or personal
                      property.  Tenant shall immediately notify Landlord of any
                      release of any Hazardous Substance on or near the Premises
                      of which Tenant acquires actual  knowledge  whether or not
                      such  release is in a quantity  that  would  otherwise  be
                      reportable  to a public  agency and shall also comply with
                      the  notification  requirements  of  California  Health  &
                      Safety Code section 25359.7.

            6.20.4.   Within 30 days after the  commencement of each Lease Year,
                      Tenant   shall   disclose  to   Landlord   the  names  and
                      approximate  amounts of each and every Hazardous Substance
                      that  Tenant  intends to store,  use, or dispose of on the
                      Premises in the coming  Lease Year.  In  addition,  at the
                      commencement of each Lease Year, beginning with the second
                      Lease Year,  Tenant  shall  disclose to Landlord the names
                      and amounts of all Hazardous Substances that were actually
                      used,  stored,  or  disposed  of on the  Premises if those
                      materials  were not  previously  identified to Landlord at
                      the commencement of the previous Lease Year.

     6.21.  Tenant  shall  notify  Landlord  of  any of  the  following  actions
            affecting  Landlord,  Tenant,  or the Project that result from or in
            any way  relate  to  Tenant's  use of the  Premises  promptly  after
            receiving notice of the same: (a) any enforcement, clean-up, removal
            or other governmental or regulatory action instituted,  completed or
            threatened under any Hazardous Substances Law; (b) any Claim made or
            threatened   by  any  person   relating  to  damage,   contribution,
            liability,  cost recovery,  compensation,  loss or injury  resulting
            from or claimed to result from any Hazardous Substance;  and (c) any
            reports made by any person,  including  Tenant, to any environmental
            agency   relating  to  any   Hazardous   Substance,   including  any
            complaints,  notices,  warnings or asserted violations.  Tenant will
            also deliver to  Landlord,  as promptly as possible and in any event
            within five business  days after Tenant first  receives or sends the
            same, copies of all Claims, reports,  complaints,  notices, warnings
            or  asserted  violations  relating  in any  way to the  Premises  or
            Tenant's  use of the  Premises.  Upon  Landlord's  written  request,
            Tenant will promptly deliver to Landlord documentation acceptable to
            Landlord reflecting the disposal in accordance with the requirements
            of all applicable Laws of all Hazardous  Substances removed or to be
            removed from the Premises.  All such  documentation will list Tenant
            or  its  agent  as  a  responsible  party  and  will  not  attribute
            responsibility  for any such  Hazardous  Substances  to  Landlord or
            Property  Manager.

     6.22.  Tenant  acknowledges  and  agrees  that all  reporting  and  warning
            obligations  required under Hazardous Substances Laws resulting from
            or in any way  relating to Tenant's use of the Premises are Tenant's
            sole  responsibility,  regardless  whether the Hazardous  Substances
            Laws permit or require Landlord to report or warn.

     6.23.  Tenant shall obtain from the City of Vista, the Fire Department, and
            any other government  agencies all permits  necessary to operate its
            business at the Premises. In the event any of these agencies require
            building  modifications to adapt the Building to Tenant's current or
            future use,  Tenant shall make such  modifications  at Tenant's sole
            expense.

     6.24.  Landlord shall, at an interval determined at Landlord's  discretion,
            monitor Tenant's program and efforts to manage and control Hazardous
            Substances and conduct inspections that it deems proper to determine
            whether any contamination  has taken place. If contamination  caused
            by Tenant is discovered through such monitoring and inspection,  the
            following program shall be instituted at Tenant's expense:

     6.25.  A  low-level  geotechnical  reconnaissance  shall  be  conducted  to
            determine  soil  classification,  depth  of  ground  water,  nearest
            drinking water aquifer, direction of ground water flow.

     6.26.  Based on the  result of this  inspection,  three  (3) to (6)  ground
            water  monitor  wells  shall be  placed at  strategic  points on the
            Premises or other  appropriate  locations in the Project.  These are
            wells shall use specially prepared PVC and stainless steel pipes and
            fittings as recommended by the testing engineers or technicians.

     6.27.  A  "background  analysis"  of the site shall then be  conducted  for
            "priority  pollutants."  This analysis  establishes  the  pollutants
            present  in the  soil  and  ground  water  at the  beginning  of the
            monitoring period. Landlord and Tenant should maintain this analysis
            on file for future reference and comparison.

     6.28.  Every three (3) years,  or such other interval as may be recommended
            by the testing  engineers or technicians,  an analysis shall be made
            of the ground water drawn from the monitoring  wells to determine if
            new or  increased  pollutants  are present in the ground  water.  An
            industrial  environmental  laboratory using a spectrometer and other
            appropriate analytical processes shall conduct analysis.

     6.29.  If, on the basis of this  testing  procedure it is  determined  that
            there  is  continued   pollution  of  the  Premises,   Tenant  shall
            immediately  take steps as required,  at Tenant's sole  expense,  to
            contain,  clean up, and  discontinue the  contamination  of the soil
            and/or groundwater.

     6.30.  Regular  monitoring  of the ground water shall then continue for the
            duration of the lease period.

     6.31.  The  discovery of  Hazardous  Substances  on the Premises  shall not
            constitute grounds for rescission or termination of the Lease by the
            Tenant, nor for offset against, or abatement of, any rents due under
            the terms of the Lease.

7.   RENT.

     7.1.   Tenant  shall pay the Rent to Landlord in lawful money of the United
            States of America,  without  deduction,  setoff,  prior  notice,  or
            demand.  Rent is due on or before  the  first  day of each  calendar
            month, commencing on the Commencement Date and continuing during the
            Term.  Base Rent for the first calendar month or portion of it shall
            be paid upon  execution  of this  Lease.  Base Rent for any  partial
            month  shall be  prorated at the rate of 1/30th of the Base Rent per
            day. Thereafter,  Rent shall be payable in accordance with the terms
            of this Section.  The total consideration for the Term of this Lease
            shall be  increased by the amount of any such  prorated  installment
            hereby  required.  All Rent shall be paid to Landlord at the address
            provided in this Lease or at such other  place as Landlord  may from
            time to time designate in writing.

     7.2.   Landlord shall have the right to accept all Rent and other payments,
            whether  full or  partial,  and to  negotiate  checks  and  payments
            thereof,   without  any  waiver  of  rights,   irrespective  of  any
            conditions to the contrary that Tenant seeks to impose.  No security
            or guaranty  that may now or later be  furnished to Landlord for the
            payment of Rent herein  reserved or for performance by Tenant of the
            other  covenants or  conditions  of this Lease shall in any way be a
            bar or  defense  to any  action  in  unlawful  detainer,  or for the
            recovery of the  Premises or to any action that  Landlord may at any
            time  commence for a breach of any of the covenants or conditions of
            this Lease.

            7.2.1.    The  amount of Base Rent  (and the  corresponding  Monthly
                      Installments  of Base  Rent)  payable  hereunder  shall be
                      adjusted annually (the "Adjustment  Date"),  commencing on
                      Tenant's First Adjustment Date. Adjustments, if any, shall
                      be based upon the following:

            7.2.2.    Commencing  on  October  1,  2004,  the Base Rent shall be
                      $37,648.00;

            7.2.3.    Commencing  on  October  1,  2005,  the Base Rent shall be
                      $38,778.00;

            7.2.4.    Commencing  on  October  1,  2006,  the Base Rent shall be
                      $39,941.00;

            7.2.5.    Commencing  on  October  1,  2007,  the Base Rent shall be
                      $41,139.00;

            7.2.6.    Commencing  on  October  1,  2008,  the Base Rent shall be
                      $42,373.00;

            7.2.7.    Commencing  on  October  l,  2009,  the Base Rent shall be
                      $43,645.00;

            7.2.8.    Commencing  on  October  1,  2010,  the Base Rent shall be
                      $44,954.00,

            7.2.9.    Commencing  on  October  1,  2011,  the Base Rent shall be
                      $46,303.00;

            7.2.10.   Commencing  on  October  1,  2012,  the Base Rent shall be
                      $47,692.00.

            7.2.11.   Rent or any other sum not paid to Landlord  when due shall
                      bear  interest  at the rate of 10% per annum from the date
                      due until  fully  paid.  Paying  such  interest  shall not
                      excuse or cure any default by Tenant under this Lease.

     7.3.   If this Lease  terminates  before the  Expiration  Date for  reasons
            other than the  occurrence  of an Event of Default under this Lease,
            Base Rent shall be prorated to the date of termination, and Landlord
            shall  immediately  repay to Tenant all Base Rent then  prepaid  and
            unearned.

8.   LATE CHARGES.

     8.1.   If during  any twelve  (12)  consecutive  month  period of the Term,
            Tenant  twice  fails to pay any  payment  of Rent or any  other  sum
            required hereby within ten (10) days after the same shall be due and
            payable,  and Tenant  thereafter during the same period fails to pay
            any other  payment of Rent or any other sum required  hereby  within
            ten (10) days after the same shall be due and payable, a late charge
            by way of damages shall be immediately  due and payable with respect
            to such subsequent late payment in addition to the interest provided
            above.  Tenant  recognizes and acknowledges  that default in making,
            when due,  payments of Rent required  hereby will result in Landlord
            incurring  additional  costs and  expenses.  Such costs and expenses
            include,  but are not limited to, processing and accounting charges,
            legal  costs,  late  charges  that may be imposed on Landlord by the
            terms  of any  encumbrance  and  note  secured  by  any  encumbrance
            covering the Premises, loss to Landlord of the use of the money due,
            and late charges that may be imposed on Landlord by the terms of any
            mortgage or trust deed covering the  Premises.  Tenant hereby agrees
            that,  in the  event  of any such  late  payment,  Landlord  will be
            damaged and will be entitled to compensation for these damages,  but
            such damages are, and will  continue to be extremely  difficult  and
            impractical to ascertain for the following reasons:  (i) the damages
            to which  Landlord  will be entitled in a court of law will be based
            on the  difference  between the actual value of Rent on the Premises
            at the time such payment is due and the Rent for the Premises as set
            forth in this Lease  which  difference  must be based on opinions of
            rental value of the Premises which can vary in significant  amounts;
            and (ii) it is  impossible  to  predict as of the date on which this
            Lease is entered into whether the rental value of the Premises  will
            increase  or  decrease  as of the date of any future  payments,  and
            Tenant desires to limit the amount of damages for which Tenant might
            be liable  should  Tenant fail to make any payment of Rent  required
            hereby. Tenant therefore agrees (i) that a late charge equal to five
            percent (5%) of each payment of Rent that  becomes  delinquent  is a
            reasonable  estimate of said damages to Landlord and (ii) to pay any
            late charge due hereunder on demand.

     8.2.   Acceptance  of any late  charge,  or any  part  thereof,  shall  not
            constitute a waiver of Tenant's  default with respect to the overdue
            amount,  or prevent Landlord from exercising any of the other rights
            and remedies  available to Landlord after the giving of any required
            notice and the expiration of any applicable  cure period provided in
            this Lease.  Any late  charge  shall be deemed  additional  Rent and
            collection  thereof shall be in addition to all of Landlord's  other
            rights and  remedies  hereunder  or at law or in equity and shall be
            construed as liquidated damages or as limiting  Landlord's  remedies
            in any manner.  If Rent is not  received  by the due date,  Landlord
            shall  notify  Tenant  and  Tenant  shall,  on demand  of  Landlord,
            immediately  cure the default by presentment of Rent and late charge
            (if applicable) to Landlord.

     8.3.   Any  payments of any kind  returned for  insufficient  funds will be
            subject to an  additional  handling  charge of  twenty-five  dollars
            ($25.00).

     8.4.   Tax Allocation:  For purposes of the Internal Revenue Code, Landlord
            and Tenant hereby agree to allocate the stated rents provided herein
            to the  periods  that  correspond  to the actual  Rent  payments  as
            provided under the terms and conditions of this Lease.

9.   SECURITY DEPOSIT.

     9.1.   On execution of this Lease,  Tenant shall  deposit with Landlord the
            Security Deposit for the full and faithful  performance by Tenant of
            the provisions of this Lease.  Upon the occurrence of and during the
            continuation  of an Event of Default under this Lease,  Landlord can
            use, apply, or retain the Security Deposit, or any portion of it, to
            cure the applicable  Event of Default,  for the payment of any other
            amount  that  Landlord  may  spend or become  obligated  to spend by
            reason  of such  Event of  Default,  or to  compensate  Landlord  in
            accordance  with the  terms of this  Lease,  for any loss or  damage
            sustained by Landlord  resulting from such Event of Default.  Tenant
            shall immediately upon Tenant's receipt of Landlord's written demand
            therefor, pay to Landlord a sum equal to the portion of the Security
            Deposit  expended or applied by Landlord as provided in this Section
            so  as to  maintain  the  Security  Deposit  in  the  sum  initially
            deposited  with Landlord.  It is expressly  agreed that the Security
            Deposit is not an advance  rental deposit or a measure of Landlord's
            damages in the case of an Event of  Default.  If no Event of Default
            exists at the  expiration  or  termination  of this Lease,  Landlord
            shall return the Security Deposit,  if any remains,  to Tenant, less
            any  amounts as may be  required  to  restore  the  Premises  to the
            condition  required  under Article  titled  "Surrender of Premises."
            Landlord's  obligations  with  respect to the  Security  Deposit are
            those of a debtor  and not a  trustee.  Landlord  can  maintain  the
            Security Deposit separate and apart from Landlord's general funds or
            can commingle the Security Deposit with Landlord's general and other
            funds.  Landlord shall not be required to pay Tenant interest on the
            Security Deposit.

10.  RENTAL ABATEMENT.

     10.1.  Tenant  shall  have the  privilege  to occupy the  Premises  without
            payment of the entire  Base Rent for the  months of  November  2003,
            December 2003, January 2004 and February 2004 only.

     10.2.  Tenant  shall  continue  to  be  responsible  for  additional  rent,
            including,  but not limited  to,  Operating  Expenses  and any other
            charges  due  pursuant  to the  provisions  of this Lease  (with the
            exception  of the  entire  Base Rent)  during  the rental  abatement
            period.

11.  OPTION TO EXTEND.

     11.1.  Tenant  shall have Two (2),  Five  (5)-year  option(s) to extend the
            Term of this Lease, subject to the following  conditions  precedent:
            (i) no Event of  Default  exists at the time  Tenant  exercises  the
            applicable  option to extend;  and (ii) Tenant  shall give  Landlord
            notice in writing at least six (6) months prior to the expiration of
            the initial  Term or the first  extended  term,  as the case may be,
            that Tenant intends to extend the Term.  Each extended Term shall be
            subject to all of the terms and  conditions  of this  Lease,  except
            that the  amount of Base Rent for each such  extended  term shall be
            adjusted to 95% of the then  prevailing  market rate for  comparable
            space at the time the applicable  extended term is to commence.  The
            market rate shall be determined by agreement of the parties.

     11.2.  If Landlord and Tenant are unable to agree as to the market rate for
            the  Premises  by the date  which is three (3)  months  prior to the
            expiration of the then current Term,  Landlord may solicit offers to
            lease the  Premises  to  someone  other  than  Tenant.  If  Landlord
            receives  an offer  from  someone  other  than  Tenant  to lease the
            Premises,  Landlord  shall notify  Tenant of such offer.  Within ten
            (10)  business  days  (exclusive  of holidays  and  weekends)  after
            Landlord  gives such  notice,  Tenant may elect,  in writing sent to
            Landlord,  to lease the Premises on the same terms as are  contained
            in such  offer.  If  Tenant  fails to make such  election,  Tenant's
            rights,  as set  forth  in  this  article,  shall  be  automatically
            terminated.

12.  ADDITIONAL SPACE -OPTION TO EXPAND.

     12.1.  If, at, any time during the first year of this Lease, Tenant desires
            to lease the area of the  Building  known as Suite "C"  (referred to
            herein as the "Additional  Space"),  Tenant shall notify Landlord of
            its intention to lease the  Additional  Space with  forty-five  (45)
            days notice in  writing.  If Tenant  elects to lease the  Additional
            Space, Tenant shall lease the Additional Space on the same terms and
            conditions of this Lease. Whether or not Tenant exercises its option
            to lease the  Additional  Space within the first year,  Tenant shall
            occupy  the   entire   building   (Suites  A,  B  and  C,   totaling
            approximately 85,004 square feet) commencing on the first day of the
            second lease year.

13.  TENANT IMPROVEMENTS.

     13.1.  Tenant shall  construct and install the Tenant  Improvements  in the
            Premises.  Tenant's design plans and material specifications for the
            Tenant  Improvements  (the  "Tenant  Improvement  Plans")  shall  be
            submitted  to  Landlord  for  review  and  approval  as  hereinafter
            provided in this Lease.  Landlord, at Landlord's cost, shall provide
            Tenant CAD  drawings for each floor of the  Building,  the site plan
            for the Lot: and the Building and a survey of the Lot indicating the
            location of easements and utilities. Landlord shall have a period of
            fourteen  (14) days after the date on which  Landlord  receives  the
            Tenant  Improvement Plans in which to approve the Tenant Improvement
            Plans or to  request  corrections  or  changes  thereto.  Landlord's
            approval of the Tenant  Improvement  plans shall not be unreasonably
            withheld,  conditioned or delayed.  If Landlord neither approves nor
            disapproves the Tenant  Improvement  Plans within such fourteen (14)
            day  period,  then  Landlord  shall be deemed to have  approved  the
            Tenant  Improvement  Plans.  If Landlord  disapproves  of all or any
            portion of the Tenant Improvement Plans,  Landlord shall give Tenant
            a written  explanation of the reason(s) for such disapproval and the
            corrections  or changes that are  necessary  for Landlord to approve
            the  Tenant  Improvement  Plans.  Landlord  and Tenant  shall  fully
            cooperate  with one another to revise the Tenant  Improvement  Plans
            until the Tenant  Improvement  Plans are  acceptable to Landlord and
            Tenant.   Landlord's   contractor   shall  cooperate  with  Tenant's
            contractor in the review,  approval,  governmental processing of and
            obtaining all requisite permits for the Tenant Improvement Plans. At
            the  time  that  the  Tenant   Improvement   Plans,   including  and
            corrections and changes thereto, are approved by Landlord and Tenant
            (or deemed  approved  by  Landlord  under this  Section  13.1),  the
            approved  Tenant  Improvement  Plans  shall be  signed  and dated by
            Landlord and Tenant and shall be known as the "Approved Final Tenant
            Improvement Plans."

     13.2.  Tenant's   contractor   shall  construct  the  Tenant   Improvements
            substantially   in  accordance   with  the  Approved   Final  Tenant
            Improvement  Plans  and all  applicable  Laws.  Notwithstanding  the
            foregoing,  it is agreed that to the extent  Tenant did not know of,
            or should not have  reasonably  discovered  a  "Building  Issue" (as
            hereinafter  defined) and the  existence of such  Building  Issue is
            discovered during construction of the Tenant Improvements and is the
            cause of an  increase  in the  cost of  construction  of the  Tenant
            Improvements,  Landlord  shall bear the liability for such increased
            costs.  For purposes  hereof,  the term "Building  Issue" shall mean
            either:  (i) a structural  defect in the Building in the nature of a
            column  failure  or a slab  failure or (ii)  defects in the  facade,
            exterior skin or exterior windows of the Building.

     13.3.  Prior to Landlord's  completion of Landlord's  Work,  Landlord shall
            permit Tenant and its  employees,  agents and  contractors  to enter
            upon  the   Premises   to  commence   construction   of  the  Tenant
            Improvements, provided, however, that the construction of the Tenant
            Improvements  shall not unreasonably  interfere with the progress of
            the completion of Landlord's Work. Landlord shall not be entitled to
            impose a charge of any kind for profit, overhead, general conditions
            or supervision  in connection  with the  construction  of the Tenant
            Improvements  or charge Tenant or Tenant's  contractor,  directly or
            indirectly,  for the use of any elevator, hoist, water, electricity,
            heating,  ventilation or air conditioning  supplied to the Premises,
            security  services or parking  used or consumed in the course of the
            construction of the Tenant Improvements.

     13.4.  Landlord shall apply for any  certificate of occupancy  required for
            Tenant to commence  occupancy of the Premises in accordance with the
            terms of this Lease.

14.  TENANT IMPROVEMENT ALLOWANCE.

     14.1.  Intentionally omitted.

     14.2.  Intentionally omitted.

15.  OPERATING EXPENSES.

     15.1.  For purposes of this Lease, Operating Expenses shall mean all direct
            costs paid or incurred in connection with the operation, management,
            repair,  and  maintenance,  as  determined  by  standard  accounting
            practices, including, but not limited to: Common Area expenses; real
            property  taxes  and   assessments  and  any  taxes  or  assessments
            hereafter imposed in lieu thereof;  rent taxes,  gross receipt taxes
            (whether  assessed  against  Landlord or assessed against Tenant and
            paid by Landlord,  or both);  water and sewer  charges;  accounting,
            audit, verification, legal, and other consulting fees (but excluding
            legal fees in  connection  with a dispute  between  Landlord and any
            tenant); the net cost and expense of insurance for which Landlord is
            responsible  hereunder or which Landlord or any first mortgagee with
            a  lien  affecting  the  Building   reasonably  deems  necessary  in
            connection with the Building,  maintenance;  repairs;  utilities and
            utilities surcharge;  management fees; pest control, janitorial, and
            security services;  reserves,  any and all assessments Landlord must
            pay  for the  Building  pursuant  to any  covenants,  conditions  or
            restrictions  and agreements  affecting the Building or the Project,
            any costs  levied,  assessed or imposed by, or at the  direction of,
            regional,  municipal,  or local  government  authority in connection
            with the use or  occupancy  of the  Building or the  Premises or the
            parking facilities  serving the Building or the Premises,  including
            required  traffic  management  and  fire  safety  programs  and  the
            Americans  With  Disabilities  Act;  the cost  (amortized  over such
            reasonable period as Landlord shall determine together with interest
            at the rate of  Landlord's  financing of such  improvements  or at a
            rate  allowed  by Law on the  unamortized  balance)  of any  capital
            improvements made to the Project or the Common Areas by the Landlord
            or replacement  of any building  equipment (a) needed to operate the
            Building  or the Common  Areas as required  by any  federal,  state,
            regional,  municipal, or local governmental authority, (b) installed
            as a  labor-saving  device  or to  effect  other  economies  in  the
            operation or maintenance of the Building, or (c) needed periodically
            to maintain the  appearance  of the Building and its quality;  costs
            incurred  in the  management  of the  Building  including  supplies,
            wages,  salaries,  payroll expenses,  taxes and similar governmental
            charges with respect  thereto of employees  used in the  management,
            repair,  operation,  and  maintenance  of the  Building;  Project or
            Building management office rental; a market rate management fee; air
            conditioning,  waste disposal, utility systems,  mechanical systems,
            heating,  ventilating,  and elevator  maintenance  costs;  supplies,
            materials,  equipment, and tools; costs of maintaining the plumbing,
            heating,  ventilating,  air  conditioning,  and  electrical  systems
            installed  or furnished  by  Landlord;  depreciation  of the cost of
            acquiring  or  the  rental  value  of  personal   property  used  in
            maintenance,  and all  other  upkeep  of  Common  Areas;  costs  and
            expenses of  gardening,  landscaping,  and interior  plant  service;
            maintenance of signs (other than Tenant's signs);  personal property
            taxes  levied  on or  attributable  to  personal  property  used  in
            connection with the Building,  including the Common Areas; costs and
            expenses of resurfacing, repairing, maintenance, painting, lighting,
            cleaning,  refuse removal,  security,  and similar items,  including
            appropriate  reserves  for  the  parking  garage;  and,  appropriate
            reserves  to provide  for  maintenance,  repair and  replacement  of
            improvements  in the  Building as  determined  by Landlord  based on
            annual projections of such costs.

     15.2.  Landlord  and Tenant  acknowledge  and agree that if the Building is
            not ninety-five  percent (95%) occupied during any calendar year, on
            a monthly average,  Operating Expenses shall be increased to reflect
            the Operating  Expenses of the Building as though it was ninety-five
            (95%)  occupied and the  additional  rent payable by Tenant shall be
            based upon the Operating  Expenses so adjusted.  Operating  Expenses
            shall not include  depreciation  on buildings  or equipment  therein
            (other  than  personal  property  as  provided  above),   Landlord's
            executive  salaries or real estate brokers'  commissions,  utilities
            expenses   related  to  the  operation  of  the  parking   facility,
            principal, or interest expense, except to the extent attributable to
            the improvements  described above, the cost of capital  expenditures
            not  included  above,   Landlord's   general  overhead  and  general
            administrative  expenses not related to the management and operation
            of the  Building,  any and all  costs  of  selling,  exchanging,  or
            refinancing the Project,  including  escrow charges,  transfer taxes
            and load fees and  points,  costs  incurred  by  Landlord  to repair
            damage to the  Building  to the extent  Landlord  is  reimbursed  by
            insurance proceeds,  costs incurred to install,  improve,  renovate,
            decorate, or redecorate space for tenants or vacant space, including
            costs  incurred  by  Landlord  in  connection  with any work  letter
            relating to such space,  all items and  services for which Tenant or
            any other tenant of the Building  reimburses Landlord (other than by
            pass-throughs  of  Operating  Expenses)  or that  Landlord  provides
            selectively  to one or more  tenants  (other  than  Tenant)  without
            reimbursement,   advertising  and  promotional   expenditures,   tax
            penalties incurred as a result of Landlord's negligence or inability
            or  refusal  to make  payments  when due and costs  incurred  due to
            Landlord's  violation  of any of the  terms and  conditions  of this
            Lease or any other lease relating to the Building.

     15.3.  Tenant shall pay to Landlord,  as additional rent, Tenant's Pro Rata
            Share of such Operating Expenses in the following manner:

            15.3.1.   Tenant shall pay to Landlord,  as additional  rent, on the
                      first  day of  each  calendar  month  of the  term of this
                      Lease,  an amount equal to Landlord's best estimate (based
                      on Landlord's  budgeted  figures) of Tenant's  monthly Pro
                      Rata Share of the Operating  Expenses.  Landlord estimates
                      that  the  Operating   Expenses   will  be   approximately
                      $1,100.00  per month  during  the first year of the Lease.
                      The  Operating  Expense shall not increase more than three
                      percent (3%) from the previous year's Operating  Expenses.
                      However,  when  Tenant,  occupies  Suite C, the  Operating
                      Expenses shall change accordingly.

            15.3.2.   Within ninety (90) days following the end of each calendar
                      year,  Landlord  shall  furnish  Tenant  with a  statement
                      covering the  calendar  year just  expired  (certified  as
                      correct by an authorized representative of Landlord, or if
                      requested  by a majority of the tenants in the Building by
                      a  certified  public  accountant)  showing  (i) the  total
                      Operating  Expenses;  (ii) the amount of Tenant's Pro Rata
                      Share of such  Operating  Expenses for such calendar year;
                      and (iii) the payments made by Tenant with respect to such
                      period as set forth in this Article.  If Tenant's payments
                      exceed Tenant's Pro Rata Share of such Operating Expenses,
                      Tenant shall be entitled to offset the excess  against the
                      next  payments due Landlord as set forth in this  Article.
                      However,  if  Tenant's  Pro Rata  Share of such  Operating
                      Expenses  exceeds  Tenant's  payments,  Tenant  shall  pay
                      Landlord the deficiency within ten (10) days after receipt
                      of such statement. In addition, Tenant's Pro Rata Share of
                      the total  Operating  Expenses for the  previous  calendar
                      year shall be used as an estimate for the current year and
                      paid  to  Landlord  pursuant  to the  provisions  of  this
                      Article.

            15.3.3.   Landlord may, at its option,  by service of written notice
                      on Tenant,  choose to alter any payment  periods  provided
                      for by  this  Lease  under  the  Articles  titled  "Rent,"
                      "Operating Expenses," "Taxes; Assessments," "Maintenance,"
                      "Indemnity and Exculpation" and "Insurance."

     15.4.  If at any time during the term of this Lease, it shall be determined
            by rule,  regulation or competent  authority of any  governmental or
            quasi-governmental  entity having  jurisdiction over the Premises or
            the Project,  that any material,  substance,  service equipment,  or
            system  must be  installed  in or removed  from the  Premises or the
            Building  in order to  protect or  maintain  the health or safety of
            Tenant  or those  entering  upon or  working  within  the  Premises,
            Landlord  shall make such  installation  or removal  and the cost of
            such   installation  or  removal  shall  be  included  in  Operating
            Expenses,  provided  that the  requirement  of the  installation  or
            removal of any such material, substance, service or equipment is not
            occasioned  by the fault of Tenant in which event such cost shall be
            borne by Tenant.

16.  TAXES, ASSESSMENTS.

     16.1.  Tenant shall pay, before delinquency,  all taxes that are levied and
            assessed against Tenant's Personal Property, and that become payable
            during the Term.  Tenant  shall  furnish  Landlord  with  reasonably
            satisfactory  evidence of these  payments upon  Tenant's  receipt of
            Landlord's   written   request   therefor.   "Taxes"  shall  include
            assessments,  license fees,  license taxes,  business  license fees,
            commercial  rental  taxes,  levies,  charges,  penalties,  taxes  or
            similar  impositions,  imposed  by any  authority  having the direct
            power  to  tax,  including  any  city,  county,  state,  or  federal
            government,  or any school,  agricultural,  lighting,  drainage,  or
            other improvement or special assessment district thereof, as against
            any  legal  or  equitable  interest  of  Landlord  in  the  Project,
            including but not limited to, the following:

            16.1.1.   any tax on  Landlord's  right  to  other  income  from the
                      Premises or as against Landlord's  business of leasing the
                      Premises;

            16.1.2.   any assessment, tax, fee, levy, or charge in substitution,
                      partially or totally,  of any assessment,  tax, fee, levy,
                      or charge  previously  included  within the  definition of
                      real  estate  tax,  including  but  not  limited  to,  any
                      assessments,  taxes, fees, levies, and charges that 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.
                      It is the  intention of Tenant and Landlord  that all such
                      new and increased  assessments,  taxes,  fees, levies, and
                      charges  be  included  in  Real  Property  Taxes  for  the
                      purposes of this Lease;

            16.1.3.   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 or excise tax levied by the  State,  city,  or federal
                      government,  or any political  subdivision  thereof,  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

            16.1.4.   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.

     16.2.  Intentionally omitted.

     16.3.  Tenant shall pay to Landlord,  in the manner provided in the Article
            titled  "Operating   Expenses,"  Tenant's  Pro  Rata  Share  of  the
            Building,  of all  real  property  taxes  and  general  and  special
            assessments  ("real property taxes") levied and assessed against the
            Lot,  Building,  and other  improvements of which the Premises are a
            part.

     16.4.  If any general or special  assessment is levied and assessed against
            the Premises  which under the Laws then in force may be evidenced by
            improvement  or other bonds and may be paid in annual  installments,
            only  the  amount  of  such  annual  installment,  with  appropriate
            proration  for any partial  year,  and  interest  thereon,  shall be
            included  within a  computation  of  taxes  and  assessments  levied
            against the Premises.

     16.5.  Tenant  shall pay to  Landlord  any and all excise,  privileges  and
            other  taxes  (other  than net income and  estate  taxes)  levied or
            assessed  by  any  federal,   state  or  local  authority   ("taxing
            authority") upon the rent received by Landlord hereunder.

     16.6.  If at any time during the Term of this Lease,  any taxing  authority
            shall  alter  the  methods  and/or   standards  of  taxation  and/or
            assessment ("tax plan"),  in whole or in part, so as to impose a tax
            plan in lieu of or in  addition to the tax plan in  existence  as of
            the date of this Lease,  such taxes or  assessments  based upon such
            altered  tax  plan  including:  (i)  any  tax,  assessment,  excise,
            surcharge, fee, penalty, bond or similar imposition  ("impositions")
            whether or not in lieu,  partially  or totally,  of any  impositions
            assessed against the Lot, Building,  and other improvements of which
            the  Premises are a part prior to any  alterations  in the tax plan;
            (ii) any  impositions  on  Landlord's  right to rent or other income
            from the  Premises  or against  Landlord's  business  of leasing the
            Premises; (iii) any impositions allocable to or measured by the area
            of the Premises or the rent  payable  hereunder,  including  without
            limitation  any  impositions  levied by any  taxing  authority  with
            respect to such rental or with respect to the  possession,  leasing,
            operation,  management,  maintenance,  alteration,  repair,  use  or
            occupancy by Tenant of the Premises or any portion thereof; and (iv)
            any impositions upon this Lease transaction or any document to which
            Tenant is a party which  creates or transfers any interest or estate
            in or to the Premises.

     16.7.  Tenant's  liability to pay real property  taxes shall be prorated on
            the basis of a 365-day year to account for any fractional portion of
            a  fiscal  year  included  in  the  Term  at  its  commencement  and
            expiration.

     16.8.  If at any time during the Term of this Lease any of  Tenant's  Taxes
            are  levied  against  Landlord  or  Landlord's  property,  or if the
            assessed value of the Project is increased by the inclusion  therein
            of a value placed upon Tenant's  Personal Property or Tenant's Trade
            Fixtures,  Landlord  shall  not be  obligated  to pay such  Tenant's
            Taxes.  If Landlord pays such  Tenant's  Taxes so levied or so based
            upon such increased assessment,  which Landlord shall have the right
            to do regardless of the validity thereof,  but only under protest if
            requested by Tenant in writing,  then Tenant shall,  within ten (10)
            business days after  Tenant's  receipt from Landlord of a reasonably
            detailed written request for payment thereof, repay to Landlord such
            Tenant's Taxes so paid by Landlord,  or the portion of such Tenant's
            Taxes  resulting from such increase in the assessment.  However,  in
            any such  event,  Tenant  shall have the  right,  in the name of the
            Landlord and with Landlord's full cooperation,  but without any cost
            to Landlord, to bring suit in any court of competent jurisdiction to
            recover the amount of any such Tenant's Taxes so paid, any amount so
            recovered  to belong to Tenant.  The  portion  of any such  Tenant's
            Taxes  to be paid  by  Tenant  pursuant  to this  Section  shall  be
            determined by Landlord from the  respective  values  assigned in the
            assessor's  worksheets or from such other best information as may be
            reasonably available to Landlord.

17.  MAINTENANCE.

     17.1.  Except as  otherwise  provided  in this  Article,  and the  Articles
            titled  "Destruction" and "Condemnation,"  Tenant shall, at its sole
            expense,  maintain the entire Premises  (including,  but not limited
            to, any and all appurtenances  thereto wherever  located,  including
            the  interior  surfaces of the  exterior  walls,  the  exterior  and
            interior  portions of all doors,  door frames,  door  checks,  other
            entrances, interior portions of windows, window frames, plate glass,
            suite fronts, signs, all plumbing and sewage fixtures and equipment,
            within and solely  serving the Premises;  fixtures,  walls,  floors,
            ceiling,   carpets,   drapes,  painted  surfaces,   wall  coverings,
            cabinets,  shelves,  whether  any such work or repair,  replacement,
            renewal, or restoration is interior or exterior to the Premises,  is
            foreseen or  unforeseen,  or is ordinary or  extraordinary)  in good
            condition and repair, including without limitation all additions and
            improvements  made by or for the  Tenant  as  well as all  items  of
            maintenance, alteration, or reconstruction that may be required by a
            governmental agency having jurisdiction thereof. Notwithstanding any
            provision to the contrary,  Tenant's  obligations under this Section
            17  shall  not  include   making  (i)  any  repair  or   improvement
            necessitated  by the  negligence or willful  misconduct of Landlord,
            its agents, employees or servants; (ii) any repair or improvement by
            Landlord's  failure to perform its  obligations  under this Lease or
            under any other agreement  between Landlord and Tenant; or (iii) any
            structural or seismic  repairs,  improvements  or alterations to the
            Premises or Building  except as  required to  construct  and install
            Tenant's Improvements.

     17.2.  If Tenant  fails,  refuses,  or neglects to  commence  and  complete
            required  repairs  promptly and  adequately  after the giving of any
            required  notice and the  expiration of any  applicable  cure period
            provided  in this  Lease,  Landlord  may make or  complete  any such
            repairs  at the  sole  expense  of  Tenant.  Tenant  shall  promptly
            reimburse  Landlord  for all  reasonable  expenses of  Landlord  not
            covered by Landlord's  insurance  thereby  incurred  within ten (10)
            business  days after receipt by Tenant from Landlord of a reasonably
            detailed  statement  setting  forth  the  amount  of such  expenses.
            Landlord's  rights and remedies pursuant to this Section shall be in
            addition  to any and all rights  and  remedies  provided  under this
            Lease  or  at  law  and  shall  not  affect  a  waiver  of  Tenant's
            obligations.

     17.3.  Except as  otherwise  expressly  set forth in this  Lease,  Landlord
            shall not have any responsibility to maintain the Premises.  Tenant,
            as a material  part of the  consideration  rendered to Landlord,  in
            entering  into this  Lease,  hereby  waives  the  provisions  of the
            California  Civil Code with  respect to  Landlord's  obligation  for
            tenantability of the Premises and Tenant's right to make repairs and
            deduct the expenses of such repairs from rent.

     17.4.  Tenant  shall,  at its sole cost,  keep and  maintain all window and
            door glass, fixtures and mechanical equipment used by Tenant in good
            order, condition and repair.

     17.5.  Landlord   shall,   at  Tenant's  sole  expense,   arrange  for  the
            maintenance of any heating and/or air  conditioning  units servicing
            the Premises with a reputable  maintenance  service person or entity
            reasonably  acceptable to Tenant. Tenant shall pay the costs of said
            maintenance as additional Rent. In the event that any heating and/or
            air  conditioning  unit serving the Premises  services more than one
            tenant,  Tenant shall pay a reasonable proportion of the cost of the
            maintenance  (including labor and parts),  which proportion shall be
            determined by Landlord  based upon Tenant's  proportionate  share of
            the rentable square footage of the area serviced by any such unit.

     17.6.  Landlord  shall keep in good condition and repair and in substantial
            accordance  with all  applicable  Laws,  the roof,  exterior  walls,
            foundation and other structural portions of the Building, trunk-line
            plumbing,  gutters, scuppers,  downspouts, and structural components
            of  the  Premises  except  when  such   maintenance  and  repair  is
            necessitated  by reason of  Tenant's  negligence,  alteration  of or
            addition  to  the  Premises,  or  Tenant's  breach  of any  term  or
            condition of this Lease.  All costs of  Landlord's  maintenance  and
            repairs shall be included in "Operating  Expenses."  Landlord  shall
            have no  obligation  to make any repairs to the Premises  under this
            Section until Landlord has received  written notice from Tenant with
            respect to the need for such repairs to the  Premises,  and Landlord
            shall not be deemed to be in default with respect to its  obligation
            to make such repairs to the Premises  unless and until  Landlord has
            (i)  received  said  written  notice  and (ii)  failed  to make such
            repairs  within a reasonable  period  following  the receipt of said
            notice.  Landlord shall exercise due diligence in making the repairs
            which are the  obligation  of Landlord  under this  Section.  Tenant
            hereby waives any provisions of any and all Laws  permitting  Tenant
            to make repairs at Landlord's  expense.  Landlord  shall enforce any
            express  construction  warranties  for the  benefit of Tenant to the
            extent that they are available.

     17.7.  Subject to Tenant's  obligation  to pay its  pro-rata  share of Unit
            Common Area  Expenses,  Project  Enhancement  Areas  Expenses,  Unit
            Shared Use Area  Expenses  and Project  Common Area  Expenses as set
            forth in this Lease,  Landlord shall repair and maintain the Project
            Enhancement  Areas And Unit  Shared  Use Areas in a neat,  clean and
            orderly condition and repair,  properly lighted and landscaped,  and
            shall operate the Project, in Landlord's sole discretion, as a first
            class  industrial/office/commercial  real property development.  All
            expenses in connection with the Project  Enhancement  Areas And Unit
            Shared Use Areas  shall be charged  and  prorated  in the manner set
            forth in the Article titled  "Operating  Expenses." It is understood
            and agreed that the phrase "expenses in connection with said Project
            Enhancement  Areas And Unit  Shared Use Areas"  shall  include,  but
            shall not be limited to, all sums expended in  connection  with said
            Project  Enhancement Areas And Unit Shared Use Areas for all general
            maintenance   and  repairs,   resurfacing,   painting,   restriping,
            cleaning,  sweeping and janitorial services;  maintenance and repair
            of sidewalks,  curbs, and Building signs (other than Tenant's sign),
            sprinkler  systems,  planting  and  landscaping;  lighting and other
            utilities;  painting of all  exterior  surfaces  of the  Building or
            buildings in the Project;  directional  signs and other  markers and
            bumpers;  maintenance  and  repair of any fire  protection  systems,
            automatic  sprinkler  systems,   lighting  systems,  storm  drainage
            systems and any other utility  systems;  personnel to implement such
            service,  including,  if  Landlord  deems  necessary,  the  cost  of
            security  guards  and/or  all costs  and  expenses  pertaining  to a
            security  alarm system for the tenants;  police and fire  protection
            services;  personal  property  taxes  levied on or  attributable  to
            personal  property owned by Landlord which is consumed solely in the
            operation or maintenance of the Project  Enhancement  Areas And Unit
            Shared  Use  Areas;   depreciation   and  maintenance  on  operating
            machinery and equipment  used solely in the operation or maintenance
            of the  Project  Enhancement  Areas  And Unit  Shared  Use Areas (if
            owned) and rental paid for such machinery and equipment (if rented);
            any  parking  charges,  surcharges  or any  other  costs  levied  or
            assessed  by  local,  state  or  federal  governmental  agencies  in
            connection  with the use of parking  facilities  within the Project;
            fees for required  licenses and permits;  adequate public  liability
            and property damage insurance on the Project  Enhancement  Areas And
            Unit Shared Use Areas;  and  commercially  reasonable  reserves  for
            exterior  painting and other  appropriate  reserves.  Landlord  may,
            however,  cause any or all of said  services  to be  provided  by an
            independent contractor or contractors.

     17.8.  Except as otherwise  expressly  set forth in this Lease,  Landlord's
            exercise  of any right or  obligation  to  maintain  or  repair  the
            Premises, Project Enhancement Areas And Unit Shared Use Areas and/or
            other areas of the Project shall not entitle Tenant to any abatement
            of rent,  compensation or damages for injury,  loss or inconvenience
            occasioned thereby.

     17.9.  Tenant waives the right to make repairs at Landlord's  expense under
            any Law,  including,  but not limited to, Sections 1932, 1933, 1941,
            and 1942 of the California Civil Code.

     17.10. Tenant,  at its own  expense,  shall make all repairs to the Project
            not covered by  insurance  carried by  Landlord or the Rancho  Vista
            Business Park Owner's  Association,  Inc. that are made necessary by
            any breach of this Lease or any misuse or neglect by:

            17.10.1.  Tenant  or  any  of  its  officers,   agents,   employees,
                      contractors, licensees, or subtenants; or

            17.10.2.  Intentionally omitted.

     17.11. All such repairs  shall be at least equal in quality to the original
            work, shall be made only by a licensed,  bonded contractor  approved
            in  advance  by  Landlord  (which  approval  will not be  reasonably
            withheld),  and shall be made only at such time or times as shall be
            approved by Landlord.  Landlord may impose  reasonable  restrictions
            and requirements with respect to such repairs.

     17.12. Tenant shall, at its own expense,  keep and maintain the Premises in
            substantial accordance with all Laws.

     17.13. Tenant  shall,  at its own expense,  install and maintain  such fire
            extinguishers   and  other  fire  protection   devices  (other  than
            sprinkler  systems) as may be required in the Premises  from time to
            time by any  agency  having  jurisdiction  and/or  by the  insurance
            underwriters insuring the Building

18.  UTILITIES AND SERVICES.

     18.1.  Except as otherwise provided in this Article,  Tenant shall make all
            arrangements for and pay for all utilities and services furnished to
            or used by it,  including,  without  limitation,  gas,  electricity,
            water,  telephone  service,  and  trash  collection,   and  for  all
            connection  charges.  If Landlord provides water or electrical power
            to the  Premises  and  Tenant  requires  or  utilizes  more water or
            electrical  power than Landlord  considers  reasonable or normal for
            general office use, light  manufacturing,  or warehousing,  Landlord
            may at its option (a) require Tenant to pay, as additional rent, the
            cost,   as  fairly   determined   by  Landlord,   incurred  by  such
            extraordinary  usage and (b) install  separate  meter(s) or monitors
            for the Premises, at Tenant's sole expense.

     18.2.  Intentionally omitted.

     18.3.  Intentionally omitted.

     18.4.  Tenant shall pay to Landlord, as additional rent, the Domestic Water
            Fee in the  following  manner  unless  Tenant elects to pay such fee
            directly:

            18.4.1.   Tenant shall pay to Landlord,  as additional  rent, on the
                      first  day of  each  calendar  month  of the  Term of this
                      Lease,  the Domestic  Water Fee. The Domestic Water Fee is
                      an amount equal to 1/12 of Landlord's best estimate (based
                      on Landlord's  budgeted figures) of the annual cost of all
                      domestic  water  furnished  to  the  Premises  based  upon
                      Tenant's   proportionate  share  of  the  occupied  square
                      footage of the  Building  or  buildings  serviced  by such
                      meter  and any  extraordinary  uses  which  may be made by
                      Tenant.  The Domestic  Water Fee does not include the cost
                      of  water  used  in  any  industrial  cooling  or  washing
                      processes.  Such additional  water costs shall be borne by
                      Tenant.

            18.4.2.   Within ninety (90) days following the end of each calendar
                      year,  Landlord  shall  furnish  Tenant  with a  statement
                      covering the  calendar  year just  expired  (certified  as
                      correct by an authorized  representative of Landlord or if
                      requested by a majority of the tenants in the Building, by
                      a certified public accountant)  showing (i) the total cost
                      of  domestic  water  charges  (ii) the amount of  Tenant's
                      proportionate  share of the domestic water charges for the
                      calendar  year; and (iii) the payments made by Tenant with
                      respect to such  period as set forth in this  Article.  If
                      Tenant's payments exceed Tenant's  proportionate  share of
                      such costs,  Tenant shall be entitled to offset the excess
                      against  the next  payments  due  Landlord as set forth in
                      this Article.  However, if Tenant's proportionate share of
                      the domestic  water  charges  exceeds  Tenant's  payments,
                      Tenant shall pay Landlord the  deficiency  within ten (10)
                      business  days  after  receipt  of  such   statement.   In
                      addition,   Tenant's  proportionate  share  of  the  total
                      domestic  water  charges for the  previous  calendar  year
                      shall be used as an estimate for the current year and paid
                      to Landlord pursuant to the provisions of Section 18.4.

     18.5.  Landlord  shall not be liable for,  and Tenant shall not be entitled
            to, any  abatement or  reduction  of rental by reason of  Landlord's
            failure to furnish  any  utilities  when such  failure is caused by:
            accident; Act of God; breakage,  repairs; strikes; lockouts or other
            labor  disturbances  or labor  disputes of any  character;  any Law,
            moratorium,  or other  action  of any  federal,  state,  county,  or
            municipal authority;  inability,  despite the exercise of reasonable
            diligence by Landlord, to obtain electricity,  water, or fuel; or by
            any other  cause,  similar  or  dissimilar,  beyond  the  reasonable
            control of Landlord.  No such failure or interruption  shall entitle
            Tenant to terminate  this Lease.  Also,  no eviction of Tenant shall
            result from such failure and Tenant  shall not be relieved  from the
            performance  of any covenant or  agreement in this Lease  because of
            such  failure.  Except  when  caused by  negligence  or the  willful
            misconduct of Landlord, its agents or employees,  Landlord shall not
            be  liable  for a  loss  of or  injury  to  property  through  or in
            connection  with or  incidental  to failure  to  furnish  any of the
            foregoing.  Wherever heat generating  machines or equipment are used
            in the Premises which affect the temperature otherwise maintained by
            the air conditioning system,  Landlord reserves the right to install
            supplementary  air  conditioning  units in the Premises and the cost
            thereof,  including  the  cost  of  installation,  and  the  cost of
            operation  and  maintenance  thereof  shall  be  paid by  Tenant  to
            Landlord  within ten (10)  business  days of Tenant's  receipt  from
            Landlord of a reasonably detailed statement therefor.

     18.6.  Tenant may, at its sole expense,  elect to install its own meter for
            any utilities which are jointly metered by written notice  delivered
            to Landlord  thirty (30) days prior to the  initiation  by Tenant of
            any work to effectuate such change.

     18.7.  Intentionally omitted.

     18.8.  Intentionally omitted.

     18.9.  Landlord reserves the right to temporarily stop providing  plumbing,
            ventilation, air conditioning, electric, water, or any other service
            provided by Landlord  under this Lease,  when necessary by reason of
            accident or emergency or upon at least  forty-eight  hours notice to
            Tenant  for  repairs,  alterations  or  improvements,  which  in the
            reasonable  judgment of Landlord  are  desirable  or necessary to be
            made, until said repairs,  alterations,  or improvements  shall have
            been completed.  In exercising the rights described in this section,
            Landlord will take all reasonable steps, in light of any accident or
            emergency,  to avoid material  interference  with Tenant's  business
            operations.

19.  INDEMNITY AND EXCULPATION.

     19.1.  Tenant is liable for, and shall indemnify, protect, defend, and hold
            Landlord  harmless  from  and  against,  any and all  loss,  claims,
            actions,  suits,   liabilities,   judgments,   costs,  and  expenses
            (including reasonable attorneys' fees) by reason of the following:

            19.1.1.   injury to any person or property, all or in part connected
                      with  the   condition  or  use  of  the  Premises  or  the
                      improvements  or  personal   property   located   therein,
                      including, but not limited to, any liability for injury to
                      the person or  property of Tenant,  its agents,  officers,
                      employees, invitees, or trespassers;

            19.1.2.   any activity, work or thing done, permitted or suffered by
                      Tenant in or about the Premises or the Building; and

            19.1.3.   any breach or default in the performance of any obligation
                      to be  performed  by Tenant under the terms of this Lease;
                      and

            19.1.4.   any act,  neglect,  fault or  omission of Tenant or of its
                      agents or  employees,  except to the  extent  caused by or
                      resulting  from the  negligence  or willful  misconduct of
                      Landlord,  its agents,  employees  or  contractors  in the
                      performance of Landlord's  obligations under this Lease or
                      the  operation  or  maintenance   of  the  Premises,   the
                      Building, or the Project.

            Tenant's  indemnity  obligations  under this  Section 19.1 shall not
            apply to any loss, claim, action, suit, liability, judgment, cost or
            expense  resulting  from the  negligence  or willful  misconduct  of
            Landlord, its employees, agents or contractors.

     19.2.  Tenant  shall,  at  Tenant's  expense,  resist  and  defend any such
            action,  suit,  or  proceeding  or cause the same to be  resisted or
            defended  by counsel  designated  by Tenant and,  (unless  otherwise
            required under the terms of any insurance  policy carried by Tenant)
            reasonably  approved by Landlord  in  writing.  Tenant's  obligation
            hereunder  shall  survive  the  termination  of this  Lease,  if the
            incident requiring such defense occurred during the Term.

     19.3.  Neither  Landlord  nor  any  manager,  member,  partner,   director,
            officer,  agent or employee of Landlord shall be liable to Tenant or
            its partners, directors, officers,  contractors,  agents, employees,
            sublessees,  licensees for any loss, injury or damage to or death of
            Tenant or to any other person,  or to its or their property,  goods,
            wares,  and merchandise in, upon, and about the Premises,  except to
            the extent  caused by or resulting  from the  negligence  or willful
            misconduct of Landlord, its agents, employees or contractor's in the
            operation or  maintenance  of the  Premises,  the  Building,  or the
            Project. Further, neither Landlord nor any manager, member, partner,
            director, officer, agent or employee of Landlord shall be liable (i)
            for any such damage  caused by other  tenants or persons in or about
            the  Project,   or  caused  by   quasi-public   work;  or  (ii)  for
            consequential  damages  arising  out of any  loss  of the use of the
            Premises of any  equipment  or  facilities  therein by Tenant or any
            person claiming through or under Tenant.  Tenant, as a material part
            of the  consideration  to Landlord,  hereby  assumes all risk of all
            such  damage to  property  or injury or death to person in,  upon or
            about the Premises  except to the extent caused by the negligence or
            willful   misconduct   of   Landlord,   its  agents,   employees  or
            contractors.  Except as  provided  in this  Section,  Tenant  hereby
            waives all its claims in respect thereof against Landlord.

     19.4.  All of Tenant's  releases  and  indemnification,  defense,  and hold
            harmless  obligations  under this Lease  survive the  expiration  or
            other termination of this Lease, without limitation.

     19.5.  Any  diminution  or  shutting  off  of  light,  air or  view  by any
            structure  which may be erected  on lands  adjacent  to the  Project
            shall  in no way  affect  this  Lease or  impose  any  liability  on
            Landlord.

20.  INSURANCE.

     20.1.  Landlord  shall  maintain,  subject  to  reimbursement  pursuant  to
            Section 20.2 of this Lease,  a policy or policies of  insurance,  as
            Landlord reasonably deems necessary from time to time or is required
            by Landlord's lenders, protecting against the following:

            20.1.1.   Fire and other  perils  normally  included in the extended
                      coverage  insurance with special form, to the extent of at
                      least one hundred percent (100(degree)/x) of the insurable
                      value  of  the  Building  and  other  improvements  on the
                      Premises   exclusive  of  Tenant's   Trade   Fixtures  and
                      equipment, goods and materials belonging to Tenant;

            20.1.2.   Rent loss  insurance to the extent of at least one hundred
                      percent  (100%)  of the  annual  gross  rentals  from  the
                      Project; and

            20.1.3.   Public   liability  and  property  damage   insurance  and
                      products  liability  insurance  with  respect  to  Project
                      Enhancement  Areas And Unit Shared Use Areas for the joint
                      benefit of Landlord  and  Tenant:  (i) in amounts not less
                      than  $1,000,000 for bodily injury and property damage per
                      occurrence.  Said amounts  shall be subject to  adjustment
                      every  Three  (3)  years  to the  then  prevailing  limits
                      normally  required for operations of the type conducted by
                      Tenant on the Premises.

            Notwithstanding  anything to the  contrary  contained in this Lease,
            the  insurance  to be carried by Landlord  shall at all times comply
            with the requirements of Section 4.1.21 of the Declaration.

     20.2.  Tenant shall pay to Landlord,  as additional rent, and in the manner
            provided in the Article titled  "Operating  Expenses,"  Tenant's Pro
            Rata Share of the cost of insurance  required in Sections 1 and 6 of
            this Article.

     20.3.  Tenant  shall  maintain in force and effect at all times  during the
            Term of this Lease,  and at all times during any early entry whereby
            Tenant  desires to  perform  any work or store any  property  in the
            Premises,  a policy or  policies  of fire,  extended  coverage,  and
            special  extended  coverage  ("all risk")  insurance with respect to
            Tenant's Trade Fixtures, and Tenant's furniture,  personal property,
            equipment,  goods and materials  located in the Premises,  sprinkler
            leakage,  energy  systems  coverage,  coverage  for water  damage to
            contents,  and  earthquake  sprinkler  leakage,  with  vandalism and
            malicious  mischief  endorsements  to the  extent  of at  least  one
            hundred  percent  (100%) of their  insurable  value,  including  all
            leasehold  improvements and betterments to the Premises installed by
            or paid for by Tenant,  including,  without  limitation,  the Tenant
            Improvements.  Coverage shall also include all personal  property of
            third  parties to the extent any such  personal  property,  goods or
            materials  is used or  located in the  Premises.  During the Term of
            this  Lease,  the  proceeds  of any such  policy or policies of fire
            insurance  shall be used  solely  for the repair or  replacement  of
            Tenant's  Trade  Fixtures  or other  furniture,  personal  property,
            equipment  so insured.  Landlord  shall have no claim or interest in
            said insurance and shall sign all documents  necessary to effectuate
            the settlement of any claim or loss by Tenant.

     20.4.  Tenant  shall  maintain in force and effect at all times  during the
            Term of this Lease, with an insurance company reasonably  acceptable
            to Landlord,  a commercial  general liability  insurance policy with
            respect  to the  Premises,  for the joint  benefit of  Landlord  and
            Tenant for  personal  injury in amounts of not less than  $1,000,000
            for bodily  injury and for  property  damage  per  occurrence.  Such
            insurance shall also include blanket  contractual  coverage covering
            Tenant's indemnity obligations  hereunder,  public liability,  broad
            form property  damage,  products  liability,  completed  operations,
            liquor liability, if Tenant serves liquor in the Premises, and owned
            and  nonowned  automobile  coverages.  The  amounts  of such  public
            liability insurance shall be increased from time to time as Landlord
            may reasonably  determine (but not more  frequently than every three
            (3) years) or as  required  by any lender  with an  interest  in the
            Project.   Such  insurance  must  include:   (a)  specific  coverage
            provisions or endorsements  naming Landlord and Property  Manager as
            additional  insureds by an "Additional Insured - Managers or Lessors
            of Premises"  endorsement (or equivalent  coverage or  endorsement);
            and (b) provisions stating that the insurer has a duty to defend all
            insureds under the policy (including additional insureds),  and that
            defense  costs are paid in  addition  to,  and do not  deplete,  the
            policy limits.  Tenant shall furnish  Landlord with a certificate of
            insurance  with respect to such policy or policies prior to entry of
            the Premises.

     20.5.  Tenant  shall  maintain in force and effect at all times  during the
            Term of this Lease with an insurance company  reasonably  acceptable
            to Landlord,  workers' compensation insurance,  including employer's
            liability coverage, as required by any and all Laws.

     20.6.  Tenant  shall not keep,  use,  sell or offer for sale in or upon the
            Premises any article that may be prohibited by any insurance  policy
            periodically in force covering the Project.

     20.7.  Landlord  and  Tenant  hereby  mutually   release  each  other  from
            liability  and waive all right to  recover  against  each other (and
            against the members,  officers,  employees,  and agents of the other
            party)  from any loss or damage from perils  insured  against  under
            their  respective  fire insurance  policies,  including any extended
            coverage and  endorsements to said policies.  However,  this Section
            shall be inapplicable  if it would have the effect,  but only to the
            extent that it would have the effect,  of invalidating any insurance
            coverage of Landlord or Tenant.  The Parties shall, in obtaining the
            policies of insurance  that they are required to maintain under this
            Lease, give notice to their respective  insurance  carriers that the
            foregoing  mutual waiver of  subrogation is contained in this Lease,
            and each shall obtain, if available, from their respective insurance
            companies, a waiver of any right of subrogation which said insurance
            company may have against the Landlord or the Tenant, as the case may
            be. In the event that the insurance company of Tenant does not waive
            the right of subrogation against Landlord and its insurance company,
            Tenant shall (i) maintain during the Term of this Lease,  fire legal
            liability  coverage  with respect to the Premises and (ii) shall pay
            to Landlord within ten (10) business days after Tenant's  receipt of
            Landlord's  reasonably detailed statement therefor,  Landlord's cost
            incurred in securing fire legal liability protecting Landlord in the
            event of the destruction of Tenant's property.

     20.8.  To the extent not  maintained by Tenant,  Landlord may maintain,  at
            the  Tenant's  expense  (pro  rated in the manner  described  in the
            Article titled "Operating Expenses"), boiler and machinery insurance
            on all boilers,  heating equipment,  air conditioning equipment, and
            other  pressure  vessels and systems  that may be located in, on, or
            about  the  Premises.   Tenant  shall  reimburse  Landlord  for  the
            insurance provided by Landlord under this Section in accordance with
            the terms set forth in Section 2 of this Article.

     20.9.  All the insurance required under this Lease shall:

            20.9.1.   Be issued by insurance  companies  authorized and licensed
                      to do business in the State of California,  with a General
                      Policyholders  Rating of "A", and a financial rating of at
                      least superior  status as rated in the most recent edition
                      of Best's Key Rating Guide (or, if Best's Key Rating Guide
                      is no longer  published,  a  comparable  rating by another
                      national rating service  selected by Landlord and approved
                      by Tenant);

            20.9.2.   Be issued as a primary policy;

            20.9.3.   Contain an endorsement  requiring thirty (30) days written
                      notice from the  insurance  company to both  Landlord  and
                      Landlord's  lender  before  cancellation  or change in the
                      coverage, scope, or amount of any policy.

            20.9.4.   Be issued by a responsible  carrier reasonably  acceptable
                      to Landlord.

     20.10. Tenant may elect to have (i)  reasonable  deductibles  not to exceed
            $20,000 in  connection  with the policies of  insurance  (other than
            earthquake  insurance  coverage) required to be maintained by Tenant
            under this Section and (ii) the  insurance  coverage  required to be
            maintained  under this  Lease by Tenant  provided  under  "umbrella"
            policies of insurance  provided that Tenant  obtains a "per project,
            per location endorsement".

     20.11. Tenant shall deliver to Landlord at least ten (10) days prior to the
            time such insurance is first  required to be carried by Tenant,  and
            thereafter  at least  thirty (30) days prior to  expiration  of each
            such  policy,   certificates  of  insurance   evidencing  the  above
            coverages  with  limits  not less  than  those  specified  above and
            certified copies of all required endorsements. With the exception of
            Workers Compensation,  such certificates and the policies they refer
            to,  shall  (i) be  endorsed  to  name  Landlord  and  each  of its,
            affiliates,  lenders  and  agents so  designated  by  Landlord  from
            time-to-time as additional  insureds (provided,  however,  that this
            requirement shall not apply to any automobile  insurance coverage or
            property  damage  insurance   coverage  carried  by  Tenant),   (ii)
            expressly  provide that the interests of such persons  therein shall
            not be affected by any breach by Tenant of any policy  provision for
            which such certificates or endorsements evidence coverage,  (iii) be
            on  an   occurrence   basis  and  (iv)  contain  a   cross-liability
            endorsement  or  severability  of  interest  clause   acceptable  to
            Landlord.  A copy of the additional insured endorsement for policies
            currently  in  effect  shall  be  attached  to the  certificates  as
            required above. Further, each such certificate and endorsement shall
            expressly  provide that no less than thirty (30) days' prior written
            notice shall be given  Landlord in the event of material  alteration
            or  cancellation  of the coverage  evidenced by such  certificate or
            endorsement. The words "Carrier agrees to provide such notice" shall
            be  used  on  Certificates   of  Insurance   provided  to  Landlord.
            Certificates of insurance  containing such phrases as "Carrier shall
            endeavor to notify  Certificate  Holder"..." shall not be considered
            acceptable for the purposes of this  provision.  The insurance which
            Tenant is  required  to  maintain  in force and  effect  under  this
            Agreement shall be the primary  insurance as respects  Landlord (and
            any  other  additional  insureds  designated  by  Landlord)  and not
            contributory with any other available insurance. The certificates of
            insurance  evidencing the liability insurance coverage shall contain
            an endorsement to such effect.

     20.12. If on account of a failure of Tenant to comply  with the  provisions
            of the above  Section,  Landlord  is  adjudged a  co-insurer  by its
            insurance carrier, then any loss or damage Landlord shall sustain by
            reason  thereof  shall be borne by Tenant  and shall be  immediately
            paid by Tenant as additional  rent upon receipt of a bill  therefore
            and evidence of such loss or damage.

     20.13. In no event shall the limits of any  coverage  maintained  by Tenant
            pursuant  to  this  Article  be  considered  as  limiting   Tenant's
            liability under this Lease.

     20.14. If  Tenant  fails to  maintain  any  insurance  required  hereunder,
            Landlord may procure such  policies  for Tenant's  account,  and the
            cost  thereof  shall be  immediately  due and  payable  by Tenant as
            additional rent.

21.  ALTERATIONS.

     21.1.  Tenant  shall  not make any  Alteration  to the  Premises  except as
            provided herein.  Any Alteration desired by Tenant shall be made, at
            Tenant's  expense,  only after Tenant  submits  reasonably  detailed
            final plans and  specifications  to Landlord and obtains  Landlord's
            consent to the requested  Alteration  and approval of such plans and
            specifications, which consent and approval shall not be unreasonably
            withheld.  Landlord  shall have a period of fourteen (14) days after
            the date on which Landlord receives such plans and specifications in
            which  to  approve  such  plans  and  specifications  or to  request
            corrections or changes  thereto.  If Landlord  neither  approves nor
            disapproves the such plans and  specifications  within such fourteen
            (14) day period,  then Landlord shall be deemed to have approved the
            such plans and specifications. If Landlord disapproves of all or any
            portion of such plans and specifications, Landlord shall give Tenant
            a written  explanation of the reason(s) for such disapproval and the
            corrections  or changes that are  necessary  for Landlord to approve
            such  plans and  specifications.  Landlord  and Tenant  shall  fully
            cooperate  with one another to revise such plans and  specifications
            until they are acceptable to Landlord and Tenant.  The  construction
            of  any  Alteration  shall  be  performed  only  by  contractors  or
            mechanics  approved  by  Landlord,   which  approval  shall  not  be
            unreasonably withheld. Tenant shall construct any such Alteration in
            accordance with the plans and  specifications  approved by Landlord,
            and shall not amend or modify such plans and specifications  without
            Landlord's  prior  written  consent,  which  consent  shall  not  be
            unreasonably  withheld.  If the proposed change requires the consent
            or approval  of the holder of a mortgage  encumbering  the  Project,
            such consent or approval must be secured  prior to the  construction
            of  such   Alteration.   Tenant   agrees  that  there  shall  be  no
            construction  of  partitions  or  other   obstructions  which  might
            interfere with Landlord's free access to mechanical installations or
            service  facilities of the Building or interfere  with the moving of
            Landlord's  equipment  to or from  the  enclosures  containing  said
            installations or facilities.  All construction work shall be done at
            such  times  and in such  manner as  Landlord  may from time to time
            reasonably  designate.  Any such  Alteration  shall  be in  material
            conformity   with  all  Laws  and  in  full   compliance   with  the
            requirements  of any  mortgages  encumbering  the  Project  and  any
            insurance  policies  relating to the Project and  excepting  movable
            furniture,  Tenant's  Trade  Fixtures,  machinery  and  other  trade
            equipment,  shall  become part of the realty and belong to Landlord.
            Notwithstanding  anything to the contrary  contained in this Section
            21.1,  Tenant  shall not be  required  to remove  any of the  Tenant
            Improvements.  Tenant shall not be required to remove any Alteration
            requiring  Landlord's consent unless Landlord shall notify Tenant in
            connection with Landlord's  approval of the plans and specifications
            therefor, whether Tenant shall be required to remove such Alteration
            at  the   expiration  of  the  Term.   Landlord   agrees  that  such
            determination will be made using its reasonable judgment. Landlord's
            consent  shall not be required  for any  Alteration  or  Alterations
            which would cost not more than $10,000 per annum in the aggregate.

     21.2.  Before commencing any construction  work,  whether or not Landlord's
            consent is required,  Tenant  shall give  Landlord at least ten (10)
            days' written  notice of the proposed  commencement  of such work to
            allow Landlord to post and record, at Tenant's  expense,  notices of
            non-responsibility. Tenant shall, if required by Landlord, secure at
            Tenant's own cost and expense, reasonably appropriate insurance and,
            if the cost of the  work  exceeds  $10,000,  a  completion  and lien
            indemnity  bond  reasonably  satisfactory  to Landlord  for any said
            work.  Tenant further  covenants and agrees that any mechanic's lien
            or other lien filed against the Premises or against the Building for
            work  claimed to have been done for,  or  materials  claimed to have
            been  furnished  to, Tenant will be discharged by Tenant as provided
            in the Article titled  "Mechanics  Liens" below.  Upon completion of
            any work,  Tenant  shall  record a notice of  completion  sufficient
            under applicable mechanic's' lien Laws.

     21.3.  Tenant  may  install  trade  fixtures,  machinery,  or  other  trade
            equipment  in  material  conformance  with  all  Laws  and  in  full
            compliance with the  requirements  of any mortgages  encumbering the
            Project and any insurance policies relating to the Project, provided
            that Landlord has advised Tenant in writing of any such requirements
            of any such mortgage or policies.

     21.4.  Intentionally omitted.

     21.5.  Any electrical wiring, conduit, junction boxes and outlets installed
            by Tenant  shall  comply with all Laws and shall become the property
            of Landlord upon termination of this Lease.

     21.6.  Intentionally omitted.

22.  MECHANICS' LIENS.

     22.1.  Tenant shall pay, when due, all costs for construction done by it or
            caused to be done by it on the  Premises as permitted by this Lease.
            Tenant  shall  keep the  Building  and the Lot free and clear of all
            mechanics'  liens resulting from  construction or other work done by
            or for Tenant. Tenant hereby indemnifies and holds Landlord harmless
            against  loss,  damage,  attorney's  fees and all other  expenses on
            account of claims of lien of laborers or  materialmen  or others for
            work  performed  or materials  or supplies  furnished  for Tenant or
            persons claiming under it. If Tenant shall not, within ten (10) days
            following the  imposition  of any such liens,  cause such lien to be
            released of record by payment or posting of a proper bond reasonably
            satisfactory  to Landlord,  then Landlord shall have, in addition to
            all other  remedies  provided  herein or by law,  the right to cause
            such lien to be released by such reasonable  means as Landlord shall
            deem proper,  including  payment  and/or  defense  against the claim
            giving rise to such lien. All sums paid by Landlord and all expenses
            incurred by it in connection therewith shall create automatically an
            obligation  of Tenant to pay an  equivalent  amount to  Landlord  as
            Rent,  which  rent  shall be so  payable  by Tenant  within ten (10)
            business days of Tenant's  receipt of a reasonably  detailed written
            statement  therefor from  Landlord  with interest  accruing from the
            date paid or incurred by Landlord  until  reimbursed  to Landlord by
            Tenant.

     22.2.  Tenant  shall  have the  right to  contest  the  correctness  or the
            validity  of any such lien if,  immediately  on demand by  Landlord,
            Tenant  procures  and  records  a  lien  release  bond  issued  by a
            corporation  authorized  to issue surety bonds in  California  in an
            amount  equal to one and  one-half  times the amount of the claim of
            lien. The bond shall meet the  requirements of the California  Civil
            Code and shall  provide for the payment of any sum that the claimant
            may  recover  on the  claim  (together  with  costs of  suit,  if it
            recovers in the action).

23.  DESTRUCTION.

     23.1.  In the event of total or partial  destruction of the Building and/or
            the Premises,  Landlord may elect,  as soon as  reasonably  possible
            thereafter,  to commence repair,  reconstruction  and restoration of
            the Building  and/or the Premises.  In that event,  this Lease shall
            remain in full force and effect.  However,  within  ninety (90) days
            after  the  date  of  such  damage  or  destruction,   Landlord,  in
            Landlord's  sole and  absolute  discretion,  and  regardless  of the
            availability  of  insurance  proceeds,  may elect not to so  repair,
            reconstruct  or restore the Building  and/or the  Premises.  In that
            event,  this Lease shall  terminate as of the date of such damage or
            destruction.

     23.2.  In the event of a partial  damage to or  destruction of the Building
            and/or the Premises,  to an extent not exceeding twenty-five percent
            (25%) of the full insurable  value thereof,  Landlord shall commence
            and  proceed  with  reasonable  diligence  with the work of  repair,
            reconstruction  and  restoration  if: (i) the damage thereto is such
            that the Building and/or Premises may be repaired,  reconstructed or
            restored  within a period of  ninety  (90) days from the date of the
            happening of such casualty,  and (ii) if Landlord receives insurance
            proceeds  sufficient  to  cover  the cost of such  repairs.  In that
            event,   this  Lease  shall  continue  in  full  force  and  effect.
            Otherwise, Landlord, in Landlord's sole and absolute discretion, may
            either:  (i) elect to so repair,  reconstruct  or restore,  in which
            case the Lease  shall  continue  in full force and  effect,  or (ii)
            Landlord may elect not to repair,  reconstruct or restore,  in which
            case the Lease shall terminate as of the date of such partial damage
            or  destruction.  Under  any  of the  conditions  of  this  Section,
            Landlord shall give written notice to Tenant of its intention within
            said ninety (90) day period.

     23.3.  If any partial  damage or destruction is due to any cause other than
            fire or other peril covered by extended coverage insurance, Landlord
            may, by written  notice to Tenant  within ninety (90) days after the
            date of such damage or destruction, elect to terminate this Lease as
            of the date of such damage or destruction.

     23.4.  If Landlord determines in Landlord's  reasonable opinion that Tenant
            cannot be provided with reasonable use of and access to the repaired
            Premises or the Building within nine (9) months (or three (3) months
            during the last year of the Lease term) after the date of any damage
            or  destruction  thereto,  Tenant  shall have the right to terminate
            this Lease by written  notice  delivered to Landlord  within fifteen
            (15) days after the date of Landlord's determination,  provided that
            the damage or  destruction  was not due to the negligence or willful
            misconduct of Tenant or its agents, employees or invitees.

     23.5.  Notwithstanding  anything to the contrary contained in this Article,
            Landlord  shall  not  have  any  obligation  whatsoever  to  repair,
            reconstruct  or restore the Premises when the damage or  destruction
            resulting  from any  casualty  occurs  during the last  twelve  (12)
            months of the term of this Lease.  Landlord  may elect to  terminate
            this Lease as of the date the  damage  occurred,  regardless  of the
            sufficiency of any insurance  proceeds.  However,  if Tenant has any
            unexpired  options  to  extend  the term of this  Lease,  if  Tenant
            delivers  written notice to Landlord  exercising  such option within
            five (5) days after such  termination by Landlord,  this Lease shall
            remain in effect subject to the remaining terms of this Article.

     23.6.  Tenant shall not be released from any of its obligations  under this
            Lease except to the extent and upon the conditions  expressly stated
            in this  Article.  Landlord  shall not be liable for any  failure to
            make any such repairs if such  failure is caused by any  Unavoidable
            Delays (as defined  below).  However,  if such failure shall persist
            for more than one hundred  eighty  (180) days,  either party may, by
            written notice to the other,  terminate this Lease as of the date of
            the occurrence of such damage.

     23.7.  Upon any  termination  of this Lease under any of the  provisions of
            this  Article,   the  parties  shall  be  released  without  further
            obligation  to the other  arising  after the date  possession of the
            Premises is surrendered to Landlord.

     23.8.  If  Landlord  is  required  or elects to  restore  the  Premises  as
            provided in this  Article,  Landlord  shall  prosecute the same with
            reasonable diligence to completion.  However,  Landlord shall not be
            required  to restore  alterations  or  improvements  made by Tenant,
            Tenant Improvements,  Tenant's Trade Fixtures,  or Tenant's Personal
            Property.  Such excluded items are the sole responsibility of Tenant
            to  restore.   Without   interfering  with  Landlord's   repair  and
            restoration process,  Tenant shall commence and diligently prosecute
            to completion  the repair and  restoration of such  alterations  and
            improvements  and shall  replace all Tenant  Improvements,  Tenant's
            Trade Fixtures, or Tenant's Personal Property promptly upon delivery
            of the Premises to Tenant.

     23.9.  If  Landlord  elects to repair the damage and, if the damage was due
            to the negligence or willful misconduct of Tenant,  Tenant shall pay
            Landlord an amount equal to the  difference  between the actual cost
            of repair and any insurance  proceeds  received by Landlord.  If the
            Premises, the Building or the Project is damaged, and such damage is
            of the type insured against under the fire and special form property
            damage  insurance  maintained  by  Landlord  hereunder,  the cost of
            repairing said damage, up to the amount of the deductible under said
            insurance policy, shall be included as a part of Operating Expenses.

     23.10. Landlord and Tenant  hereby waive the  provisions of any statutes or
            court  decisions that relate to the abatement of rent or termination
            of leases when leased  property  is damaged or  destroyed  and agree
            that such event shall be  exclusively  governed by the terms of this
            Lease.

     23.11. If the existing laws do not permit the  restoration  as described in
            this Article,  either Party may terminate this Lease  immediately by
            giving notice to the other Party.

     23.12. If  Landlord  is  required  or elects to  restore  the  Premises  as
            provided in this Article, Tenant shall continue the operation of its
            business on the  Premises,  during the  restoration  period,  to the
            extent  reasonably   practicable  from  the  standpoint  of  prudent
            business  management  and to the extent  that it will not  interfere
            with the repair and restoration process.

     23.13. Except for  abatement  of rent as provided in this  Article,  Tenant
            shall have no claim  against  Landlord  for any damage  suffered  by
            reason of any  damage,  destruction,  repair or  restoration  of the
            Premises.  Tenant  shall  not be  entitled  to any  compensation  or
            damages  from   Landlord  as  a  result  of  any  partial  or  total
            destruction  of the  Premises  or for any  inconvenience,  loss,  or
            damage that Tenant may incur as a result of the restoration process.

     23.14. In the event that either Party elects to terminate  this Lease under
            the enabling  provisions of this Article,  Tenant shall surrender to
            the Landlord all proceeds from the insurance  policies  described in
            the Article titled "Insurance,"  excluding proceeds for the Tenant's
            trade fixtures and equipment.

     23.15. In the case of damage or  destruction  caused from a risk covered by
            insurance provided in the Article titled "Insurance," there shall be
            no abatement or reduction of rent.  However,  Tenant shall receive a
            credit  against its Rent  obligations  to the extent  that  Landlord
            receives  insurance  proceeds  attributable  to  Tenant's  Rent lost
            during the period that the destruction  interferes with Tenant's use
            of the Premises.  In the case of damage or destruction caused from a
            risk not covered by the  insurance  provided  in the Article  titled
            "Insurance,"  there  shall  be an  abatement  or  reduction  of rent
            between  the  date of  destruction  and the  date of  completion  of
            restoration, based on the extent to which the destruction interferes
            with Tenant's use of the Premises.

     23.16. In the case of damage or destruction  caused from a risk not covered
            by the insurance provided in the Article titled "Insurance," if such
            damage or destruction is caused by or arises out of Tenant's acts or
            omissions,  or the acts or omissions of Tenant's agents,  employees,
            contractors, and/or invitees, Landlord shall not have any obligation
            to repair or  restore  under  this  Article,  and there  shall be no
            abatement of rent under this Lease.  Nothing in this  Article  shall
            relieve or limit any  liability of Tenant on account of such acts or
            omissions.

24.  CONDEMNATION.

     24.1.  "Condemnation"  means (i) the  exercise of any  governmental  power,
            whether by legal proceedings or otherwise, by a condemnor and (ii) a
            voluntary  sale or transfer by  Landlord  to any  condemnor,  either
            under  threat  of  condemnation  or  while  legal   proceedings  for
            condemnation are pending.

     24.2.  "Date of  taking"  means  the date the  condemnor  has the  right to
            possession of the property being condemned.

     24.3.  "Award" means all compensation,  sums, or anything of value awarded,
            paid, or received on a total or partial condemnation.

     24.4.  "Condemnor" means any public or quasi-public  authority,  or private
            corporation or individual, having the power of condemnation.

     24.5.  If,  during  the Term or  during  the  period  of time  between  the
            execution  of this  Lease and the  Commencement  Date,  there is any
            taking by  condemnation  of all or any part of the Lot, the Building
            or the  Premises,  or any  interest  in this  Lease,  the rights and
            obligations  of the  Parties  shall be  determined  pursuant to this
            Article.

     24.6.  If the Premises are totally taken by condemnation,  this Lease shall
            terminate on the date of taking.

     24.7.  If any portion of the Premises is taken by condemnation,  this Lease
            shall  remain in effect,  except that Tenant can elect to  terminate
            this Lease if the  remaining  portion of the  Premises  is  rendered
            unsuitable  for Tenant's  continued use of the Premises as permitted
            under this Lease.  If Tenant elects to terminate this Lease,  Tenant
            must  exercise  its right to  terminate  pursuant to this Section by
            giving  notice to Landlord  within thirty (30) days after the nature
            and the extent of the taking have been finally determined. If Tenant
            elects to terminate  this Lease as provided in this Section,  Tenant
            also shall notify  Landlord of the date of  termination,  which date
            shall not be earlier  than thirty (30) days nor later than three (3)
            months  after  Tenant  has  notified  Landlord  of its  election  to
            terminate. However, this Lease shall terminate on the date of taking
            if the date of taking falls on a date before the date of termination
            as  designated by Tenant.  If Tenant does not  terminate  this Lease
            within the thirty (30) days  period,  this Lease  shall  continue in
            full force and effect.

     24.8.  If any  portion of the  Premises is taken by  condemnation  and this
            Lease  remains in full force and  effect,  on the date of taking the
            Base Rent shall be reduced by an amount that is in the same ratio to
            Base Rent as the total  rentable  square  feet of the portion of the
            Premises  taken  bears  to the  total  rentable  square  feet of the
            Premises immediately before the date of taking.

     24.9.  If fifty percent (50%) or more of the parking  spaces  allocated for
            Tenant's use under this Lease is taken by  condemnation,  Tenant may
            terminate this Lease.  If fifty percent (50%) or more of the parking
            area located on the Lot is taken by condemnation, either Party shall
            have the election to terminate this Lease pursuant to this Section.

     24.10. If,  within  thirty  (30) days  after the date that the  nature  and
            extent of the  taking  are  finally  determined,  Landlord  notifies
            Tenant  that  Landlord  at its cost  shall  add on to the  remaining
            parking  area  adjoining  the  Premises  so that  the  area  and the
            approximate  layout  of  the  Premises  and  parking  area  will  be
            substantially  the same after the date of taking as they were before
            the  date  of  taking,   and  Landlord   commences  the  restoration
            immediately  and completes the  restoration  within three (3) months
            after Landlord  notifies  Tenant,  this Lease shall continue in full
            force and effect  without  any  reduction  in Base Rent,  except the
            abatement or reduction made pursuant to Section 12 of this Article.

     24.11. Each Party waives the  provisions  of the  California  Code of Civil
            Procedure  allowing  either Party to petition the superior  court to
            terminate  this  Lease  in the  event  of a  partial  taking  of the
            Premises.

     24.12. If there is a partial  taking of the Premises and this Lease remains
            in full force and  effect  pursuant  to  Section 7 of this  Article,
            Landlord  at its  cost  shall  use the  condemnation  award  paid to
            Landlord  as a result of such  partial  taking to repair and restore
            the same as soon as reasonable possible after such partial taking so
            that the Premises  and the Building are restored to a complete  unit
            of the same  quality,  character  and utility for Tenant's  purposes
            existing prior to the condemnation.

     24.13. Rent shall be abated or reduced  during the period  from the date of
            taking until the  completion of restoration as provided in Section 8
            of this  Article,  but all other  obligations  of Tenant  under this
            Lease shall remain in full force and effect.

     24.14. The award  shall  belong  to and be paid to  Landlord,  except  that
            Tenant shall receive from the award the following:

            24.14.1.  A sum attributable to Tenant's Improvements or Alterations
                      made to the  Premises  by Tenant in  accordance  with this
                      Lease,  which Tenant's  Improvements or Alterations Tenant
                      has the right to remove from the Premises  pursuant to the
                      provisions of this Lease but elects not to remove;  or, if
                      Tenant elects to remove any such Tenant's  Improvements or
                      Alterations,  a sum for reasonable  removal and relocation
                      costs  not to exceed  the  market  value of such  Tenant's
                      Improvements or Alterations.

            24.14.2.  A sum  attributable  to any excess of the market  value of
                      the  Premises  (exclusive  of  Tenant's   Improvements  or
                      Alterations  for which  Tenant is  compensated  under this
                      Section) for the remainder of the Term (with the length of
                      the  remainder  of the Term  calculated  as if Tenant  had
                      exercised each Option to Extend granted to Tenant pursuant
                      to Article 11 of this  Lease),  over the present  value at
                      the  date of  taking  of the  Base  Rent  payable  for the
                      remainder of the Term (with the length of the remainder of
                      the Term calculated as if Tenant had exercised each Option
                      to Extend granted to Tenant pursuant to Article 11 of this
                      Lease).

            24.14.3.  A  sum   attributable   to  that   portion  of  the  award
                      constituting  severance damages for the restoration of the
                      Premises.

     24.15. The taking of the  Premises or any part of the  Premises by military
            or other public authority shall constitute a taking of the Premises.

25.  ASSIGNMENT.

     25.1.  Tenant  shall not  voluntarily  assign  or  encumber  its  rights or
            interest in this Lease or in the  Premises,  or sublease  all or any
            part of the  Premises,  or allow any other person or entity  (except
            Tenant's  authorized  representatives)  to  occupy or use all or any
            part of the Premises,  without first  obtaining  Landlord's  written
            consent through strict accordance with the following procedure:

            25.1.1.   Tenant  must  first give to  Landlord a written  notice of
                      intent  to  sublease  or  assign  (referred  to  herein as
                      "Tenant's  Notice") at least thirty (30) days prior to the
                      effective  date of any proposed  subletting or assignment.
                      Tenant's  Notice must contain the  following:  (i) whether
                      Tenant proposes to assign or sublet; (ii) the identity and
                      trade of the proposed assignee or sublessee (each of which
                      is   referred   to  herein  as  the   "Transferee")   with
                      accompanying    financial    statements   and   background
                      information  for both the  individual  Transferee  and its
                      business  entities;  (iii)  the  nature  of  the  proposed
                      Transferee's  business  to be carried on in the  Premises;
                      (iv) a  signed  statement  from  both the  Tenant  and the
                      proposed  Transferee  stating all the terms and conditions
                      of all their transactions concerning the Premises; and (v)
                      in  the  case  of a  subletting,  a copy  of the  proposed
                      sublease.

            25.1.2.   Tenant must at all times promptly  notify  Landlord of any
                      material change and/or alteration of the items required to
                      be in Tenant's  Notice.  If within ten (10)  business days
                      after  Tenant   receives   written   notice  thereof  from
                      Landlord,  Tenant fails to so notify  Landlord or fails to
                      cure  any  such  material   misrepresentation  or  untruth
                      contained in Tenant's Notice,  by either the Tenant or the
                      proposed  Transferee,  such failure  shall  constitute  an
                      Event of Default by Tenant,  and  Landlord  shall have the
                      right to elect to terminate this Lease.

            25.1.3.   After  receipt of Tenant's  Notice,  if Tenant has advised
                      Landlord  of  Tenant's  intent to assign or sublet  25% or
                      more of the Premises, Landlord may, at any time within ten
                      (10) business days of said receipt, elect to recapture the
                      Premises, or the portion Tenant proposes to sublease,  and
                      cancel  this  Lease  as to  the  amount  of  the  Premises
                      recaptured,  by mailing a written  cancellation  notice to
                      Tenant.  Such  cancellation  shall become effective thirty
                      (30) days after receipt of said notice by Tenant.  If only
                      a portion of the Premises is recaptured,  this Lease shall
                      terminate  only as to such portion and Rent payable  under
                      this    Lease    shall   be    proportionately    reduced.
                      Notwithstanding  the  foregoing,  Tenant  may  avoid  such
                      termination  by  withdrawing  its proposed  assignment  or
                      sublease by written  notice  delivered to Landlord  within
                      five (5) days after Landlord's termination notice, and, in
                      such event,  this Lease  shall  continue in full force and
                      effect.

            25.1.4.   If  Landlord  fails to  exercise  its right to cancel this
                      Lease within the  before-mentioned  fifteen (15)  business
                      day  period,  said  cancellation  right on the part of the
                      Landlord shall be deemed waived,  but only with respect to
                      the assignment or subletting specified in Tenant's Notice.
                      Tenant  may  thereafter  assign  this  Lease or sublet the
                      Premises in accordance  with the terms of Tenant's  Notice
                      and the restrictions of this Article.  Tenant  understands
                      and  acknowledges  that  Landlord's  right, as provided in
                      this Article,  to terminate this Lease rather than approve
                      the  assignment  thereof or the  subletting  of all or any
                      portion  of the  Premises  is a  material  inducement  for
                      Landlord's  agreeing to lease the  Premises to Tenant upon
                      the terms and conditions herein set forth.

     25.2.  Tenant  agrees  to pay  Landlord's  reasonable  costs  and  expenses
            (including  reasonable  attorneys'  fees) in an amount not to exceed
            Two Thousand  Dollars  ($2,000.00)  incurred in connection  with the
            processing   and   documentation   of  any   requested   assignment,
            subletting,  transfer, change of ownership, or hypothecation of this
            Lease  or  Tenant's  interest  in  and  to the  Premises,  which  is
            submitted to Landlord for Landlord's consent.

     25.3.  Any mortgage,  pledge or assignment of this Lease, or if Tenant is a
            corporation,  any  transfer  of this  Lease  from  Tenant by merger,
            consolidation,  reorganization  or liquidation  shall  constitute an
            assignment  for  the  purposes  of  this  Article.  If  Tenant  is a
            corporation  (other than a  corporation  publicly  traded stock on a
            nationally    recognized   stock   exchange),    an   unincorporated
            association, a limited liability company or a partnership,  then the
            transfer (including a transfer by means of a merger),  assignment or
            hypothecation  of  any  stock  or  interest  in  such   corporation,
            association,  a limited  liability  company  or  partnership  in the
            aggregate in excess of fifty  percent  (50%) during any  consecutive
            twelve (12) month  period shall be deemed an  assignment  within the
            meaning  and  provisions  of this  Article.  However,  a transfer or
            assignment of any such stock or interest by a shareholder  or member
            to his  spouse,  children  or  grandchildren  is  excepted  from the
            foregoing  provision.  Tenant further  acknowledges  and understands
            that Landlord's  consent is required to any change in entity form by
            Tenant,  including,  but not  limited  to,  Tenant's  change  from a
            general partnership to a limited liability  partnership or a limited
            liability company and that a condition to Landlord's  consent to any
            such change shall be Tenant's  acknowledgment in writing that Tenant
            and its  constituent  partners  or owners  remain  fully  liable and
            responsible  under the Lease subsequent to the date of the change in
            entity form.

     25.4.  Should any transfer,  assignment  (whether voluntary or involuntary,
            by  operation  of  law,  under  legal  process  or  proceedings,  by
            mortgage, by security assignment, by receivership, in bankruptcy, or
            otherwise),  encumbrance,  or sublease  be made,  or any of Tenant's
            right under this Lease be sold or otherwise  transferred by or under
            court  order  or  legal  process  or  otherwise,  without  obtaining
            Landlord's  written  consent,  according to the procedure  described
            above, such transfer, assignment,  encumbrance, or sublease shall be
            voidable  and  ineffective  and,  at  Landlord's   election,   shall
            constitute  a  default.   Landlord's   consent  to  any  assignment,
            encumbrance,  or sublease  shall not  constitute a further waiver of
            the  provisions  of  this  Section,  including  without  limitation,
            Landlord's  recapture right. The same shall apply to each successive
            transfer,  assignment,  or  subletting,  if any.  Landlord shall not
            unreasonably  withhold  consent.  It shall not be  unreasonable  for
            Landlord to withhold such consent  because it wishes to exercise its
            right  to  recapture  all or part of the  Premises  or  because  the
            proposed  Transferee is any  governmental  agency,  federal,  state,
            local or foreign government,  inconsistent with other tenants in the
            Project,  or for Landlord to condition such consent upon  Landlord's
            determination that (i) no Event of Default has occurred with respect
            to  Tenant's  performance  of any of its  obligations  (monetary  or
            nonmonetary)  under this Lease,  (ii) the proposed  Transferee meets
            reasonable standards of  credit-worthiness  then used by Landlord to
            assess a prospective  tenant's ability to fulfill the obligations of
            the Lease; and (iii) the proposed Transferee is likely to conduct on
            the  Premises a business  of a character  and quality  substantially
            equal to that  conducted  by Tenant  and in the  entire  Project  in
            general.  Consent by Landlord to an assignment or a subletting shall
            neither  release Tenant from its primary  liability under this Lease
            nor from its obligations as stated in this Article.

     25.5.  Without in any way limiting  any other rights  available to Landlord
            at the time of any proposed assignment,  Landlord expressly reserves
            the right to adjust  the Base Rent  according  to any  change in the
            Consumer  Price  Index as may be  specified  in the  Article  titled
            "Rent," whether or not such an adjustment  would otherwise be due at
            that time.

     25.6.  One half (1/2) of any  consideration  received  by Tenant for either
            assigning this Lease or from entering into a sublease  contract,  as
            well as one half (1/2) of any continuing  rent paid to Tenant from a
            Transferee  in excess of the rent  Tenant  was  obligated  to pay to
            Landlord at the time of the assignment or sublease, shall be paid to
            the  Landlord,  within ten (10)  business  days of Tenant's  receipt
            thereof,  in consideration for Landlord's  consent to any assignment
            or  subletting.  Tenant's  failure to pay to Landlord  said required
            consideration  shall  constitute  a default  by  Tenant  and if such
            default  remains  uncured  after the  giving of the  notice  and the
            expiration  of the  applicable  cure period  provided for in Section
            26.1.12 of this Lease,  Landlord shall have the right to immediately
            terminate this Lease in addition to all other remedies.

     25.7.  Tenant immediately and irrevocably assigns to Landlord,  as security
            for  Tenant's  obligations  under  this  Lease,  all  rent  from any
            subletting  of all or a part of the  Premises as  permitted  by this
            Lease, and Landlord, as assignee and as attorney-in-fact for Tenant,
            or a receiver for Tenant  appointed on Landlord's  application,  may
            collect  such rent and apply it toward  Tenant's  obligations  under
            this Lease. However,  until the occurrence of an Event of Default by
            Tenant,   Tenant   shall  have  the  right  to  collect  such  rent.
            Notwithstanding any assignment,  sublease, or other transfer, Tenant
            shall remain fully and  primarily  liable under this Lease and shall
            not be released  from  performing  any of the terms,  covenants  and
            conditions of this Lease.  If an Event of Default occurs  hereunder,
            Landlord may proceed  directly  against Tenant without  pursuing any
            assignee or subtenant.

     25.8.  No interest of Tenant in this Lease shall be assignable by operation
            of law including,  without limitation, the transfer of this Lease by
            testacy  or  intestacy,  or any Event of  Default  described  in the
            Section 26.1.4 of the Article titled "Default."

     25.9.  Intentionally omitted.

     25.10. Intentionally omitted.

     25.11. Regardless  of  Landlord's  consent,   no  subletting,   assignment,
            hypothecation,   license  or  concession  shall  release  Tenant  of
            Tenant's obligations or alter the primary liability of Tenant to pay
            the rent and perform all other obligations to be performed by Tenant
            hereunder.  The acceptance of rent by Landlord from any other person
            shall  not be deemed to be a waiver  by  Landlord  of any  provision
            hereof.  Consent  to  one  assignment,  subletting,   hypothecation,
            license or concession  agreement  shall not be deemed consent to any
            subsequent  assignment,   subletting,   hypothecation,   license  or
            concession  agreement.  In the event of default by any  assignee  of
            Tenant or any successor of Tenant in the  performance  of any of the
            terms hereof,  Landlord may proceed  directly against Tenant without
            the  necessity  of  exhausting  remedies  against  such  assignee or
            successor.   Landlord   may  consent  to   subsequent   assignments,
            subletting,  hypothecations,  licenses or concession agreements with
            assignees or other successors of Tenant without  notifying Tenant or
            any successor of Tenant,  and without obtaining its or their consent
            thereto and such action shall not relieve Tenant of liability  under
            this Lease.

     25.12. If Landlord  does not elect to recapture  pursuant to this  Article,
            Tenant may enter into a valid  assignment or sublease  provided that
            Landlord  consents  thereto  pursuant to this Article,  and provided
            that (i) such  assignment or sublease is executed within ninety (90)
            days after Landlord has given its consent to same,  (ii) Tenant pays
            (or  causes to be paid)  Landlord's  reasonable  costs and  expenses
            (including   attorneys'   fees)  incurred  in  connection  with  the
            processing   and   documentation   of  any   requested   assignment,
            subletting,  transfer, change of ownership, or hypothecation of this
            Lease  or  Tenant's  interest  in and to the  Premises  as  required
            pursuant to Section  25.2 of this  Lease,  (iii) no Event of Default
            exists as of the effective date of the assignment or sublease,  (iv)
            there  have  been no  material  changes  (since  the  date on  which
            Landlord's   consent  was  given)  with  respect  to  the  financial
            condition or background  of the proposed  Transferee or the business
            which said party plans to conduct on the  Premises,  and (v) a fully
            executed  original of such  assignment or sublease  (either of which
            shall state that the assignee or subtenant  agrees,  for the express
            benefit of Landlord, to be bound by all of the terms, covenants, and
            conditions of this Lease) is delivered to Landlord prior to the date
            the assignee or  subtenant  takes  possession  of any portion of the
            Premises.

     25.13. Tenant  agrees to protect,  defend and  indemnify  and hold Landlord
            harmless  with respect to any and all costs and expenses  (including
            reasonable  attorneys' fees) and liability for compensation  claimed
            by any broker or agent in connection with any assignment, subletting
            or other transfer of Tenant's interest under this Lease.

     25.14. Notwithstanding any other provision of this Lease, Tenant shall not,
            without  Landlord's  prior  written  consent,  assign  this Lease or
            sublet all or any part of the Premises  for any purpose  which would
            violate  any  negative  covenant  as to use  contained  in any  then
            outstanding  lease  affecting the Building,  in any  declaration  of
            restrictions  affecting the Building,  or in any mortgage or deed of
            trust   affecting  the  Building,   provided  that  the  prohibition
            contained  in this  sentence  shall only apply to any such  negative
            covenant  of which  Tenant  receives  prior  notice in writing  from
            Landlord. Landlord shall from time to time advise Tenant of any such
            negative covenants, upon Tenant's making written request to Landlord
            for such information. Moreover, Tenant shall not, without Landlord's
            consent (not to be unreasonably  withheld),  assign or sublet to any
            party for a use which is not in compliance  with the permitted  uses
            as specified in the Article titled "Use, Limitations" above.

     25.15. If Tenant is a  partnership,  any new general  partner  added to the
            partnership  after the  execution  of this Lease shall be liable for
            the  obligations of Tenant.  Any general  partner who ceases to be a
            general  partner in Tenant  after the  execution of this Lease shall
            not be relieved of his liability for the obligations of Tenant.

     25.16. In addition, Tenant expressly warrants that the rental rate for such
            subletting  of the  Premises  shall not be  included  in any printed
            advertising  or mailings  that Tenant or its agents shall utilize in
            seeking to sublet the Premises.

     25.17. Notwithstanding  the  foregoing,  no  consent of  Landlord  shall be
            required  for any  assignment,  subletting  or  transfer to a parent
            corporation,  subsidiary  corporation,  sister  corporation or other
            entity  related  to Tenant,  or any such  transfers  occurring  as a
            result of a merger or  corporate  reorganization  of Tenant,  or any
            purchaser of all or substantially all of the assets of Tenant.

26.  DEFAULT.

     26.1.  The occurrence of any of the following shall constitute an "Event of
            Default" under this Lease:

            26.1.1.   The failure of Tenant to pay or cause to be paid any rent,
                      monies,  or charges  required  by this Lease to be paid by
                      Tenant within ten (10) days after the date due;

            26.1.2.   The  abandonment of the Premises by Tenant as such term is
                      defined in the Article titled "Abandonment;"

            26.1.3.   Tenant  causing  or  permitting,   without  prior  written
                      consent  of  Landlord,  any act when this  Lease  requires
                      Landlord's prior written consent to or prohibits such act;

            26.1.4.   The  making by Tenant of any  general  assignment  for the
                      benefit  of  creditors  or  any  similar  action  for  the
                      protection  or  benefit  of  creditors;  the  filing by or
                      against  Tenant of a petition  to have  Tenant  adjudged a
                      Chapter  7  debtor  or to have  debts  discharged  or of a
                      petition for  reorganization  or arrangement under any Law
                      relating to bankruptcy  (unless, in the case of a petition
                      filed against Tenant,  the same is dismissed  within sixty
                      (60) days of the filing of such petition); the appointment
                      of  a  trustee  or   receiver   to  take   possession   of
                      substantially  all  of  Tenant's  assets  located  at  the
                      Premises  or of Tenant's  interest  in this  Lease,  where
                      possession  is not  restored to Tenant  within  sixty (60)
                      days);  the  attachment,   execution,  or  other  judicial
                      seizure of substantially all of Tenant's assets located at
                      the Premises or of Tenant's interest in this Lease,  where
                      such seizure is not discharged  within sixty (60) days; or
                      Tenant's  convening  of a meeting of its  creditors or any
                      class thereof for the purpose of effecting a moratorium or
                      composition  of its debts;  an  involuntary  assignment of
                      this Lease, which includes,  but is not limited to, a writ
                      of attachment or execution  levied on this Lease. Any such
                      involuntary  assignment constitutes an Event of Default by
                      Tenant,  which shall give  Landlord  the right to elect to
                      terminate  this Lease.  If Landlord so elects,  this Lease
                      shall not be treated as an asset of Tenant.

            26.1.5.   If Tenant shall file a voluntary petition in bankruptcy or
                      shall be adjudicated bankrupt or insolvent,  or shall file
                      any  petition  or  answer   seeking  any   reorganization,
                      arrangement,   composition,   readjustment,   liquidation,
                      dissolution or similar relief for itself under any present
                      or  future   applicable   Law   relative  to   bankruptcy,
                      insolvency,  or other relief for debtors, or shall seek or
                      consent to or acquiesce in the appointment of any trustee,
                      receiver, conservator or liquidator of Tenant or of all or
                      any substantial  part of its properties or its interest in
                      the  Premises  (the  term  "acquiesce"  as  used  in  this
                      Section,  includes,  but is not limited to, the failure to
                      file a petition or motion to vacate,  appeal or  discharge
                      any order,  judgment  or decree  within ten (10)  business
                      days after entry of such order, judgment or decree);

            26.1.6.   If a court of competent jurisdiction shall enter an order,
                      judgment  or decree  approving  a petition  filed  against
                      Tenant    seeking   any    reorganization,    arrangement,
                      composition,   readjustment,  liquidation  dissolution  or
                      similar   relief  under  any  present  or  future  Federal
                      bankruptcy act, or any other present or future  applicable
                      Law relating to  bankruptcy,  insolvency,  or other relief
                      for debtors,  and Tenant  shall  acquiesce in the entry of
                      such order,  judgment or decree if such order, judgment or
                      decree  shall  remain   unvacated   and  unstayed  for  an
                      aggregate of sixty (60) days (whether or not  consecutive)
                      from the date of entry thereof, or any trustee,  receiver,
                      conservator  or  liquidator  of  Tenant  or of  all or any
                      substantial  part of its  property or its  interest in the
                      Premises  shall  be  appointed   without  the  consent  or
                      acquiescence of Tenant and such  appointment  shall remain
                      unvacated and unstayed for an aggregate of sixty (60) days
                      (whether or not consecutive);

            26.1.7.   If Tenant shall admit in writing its  inability to pay its
                      debts as they mature;

            26.1.8.   If Tenant  shall give notice to any  governmental  body of
                      insolvency or pending insolvency, or suspension or pending
                      suspension of operations; or

            26.1.9.   The  occurrence  of any of the  events  described  in this
                      Article by any  guarantor  of Tenant's  obligations  under
                      this  Lease or the  default  by such  guarantor  under its
                      guaranty.

            26.1.10.  The  existence  of  any  material   misrepresentation   or
                      omission in any financial  statements,  correspondence  or
                      other information  provided to Landlord by or on behalf of
                      Tenant or any  guarantor in  connection  with (a) Tenant's
                      negotiation  or  execution of this Lease;  (b)  Landlord's
                      evaluation  of  Tenant  as a  prospective  tenant  at  the
                      Project,  (c) any proposed or attempted  transfer;  or (d)
                      any consent or approval  Tenant requests under this Lease,
                      which remains  uncured within ten (10) business days after
                      Tenant received written notice thereof from Landlord.

            26.1.11.  Guarantor's  default  (beyond  any  applicable  notice and
                      grace  periods)  under  any  guaranty  now or after  Lease
                      commencement   securing   all  or  any  part  of  Tenant's
                      obligations under this Lease.

            26.1.12.  Tenant's  failure to perform any other  provision  of this
                      Lease which  Tenant is required to observe and perform and
                      such failure shall  continue for thirty (30) days (or such
                      shorter  period  as may be  explicitly  specified  in this
                      Lease) after Tenant  receives  written notice thereof from
                      Landlord (or such additional  reasonable period of time as
                      may be required to cure such default  provided that Tenant
                      has promptly  commenced  the cure of such  default  within
                      such  thirty  (30 day  period  and  thereafter  diligently
                      pursues the cure of such default to completion).

     26.2.  Any such notice  provided to Tenant under this  Section  shall be in
            lieu of, and not in addition to, any notice  required  under Section
            1161, et seq., of the California  Code of Civil  Procedure.  Notices
            given under this Section shall  specify the alleged  default and the
            applicable  Lease  provisions,  and shall demand that Tenant perform
            the provisions of this Lease or pay the Rent that is in arrears,  as
            the case may be, within the  applicable  period of time, or quit the
            Premises.  No  such  notice  shall  be  deemed  a  forfeiture  or  a
            termination of this Lease unless Landlord so elects in the notice.

     26.3.  Upon the occurrence of an Event of Default,  Landlord shall have the
            following remedies.  These remedies are not all inclusive;  they are
            cumulative  in addition to any remedies now or later  allowed by law
            or other provisions of this Lease. No waiver by Landlord of a breach
            of any of the terms, covenants or conditions of this Lease by Tenant
            shall be  construed  or held to be a  waiver  of any  succeeding  or
            preceding  breach  of  the  same  or any  other  term,  covenant  or
            condition  therein  contained.  No waiver of any  default  of Tenant
            hereunder shall be implied from any omission by Landlord to take any
            action on account of such  default if such  default  persists  or is
            repeated and no express  waiver shall affect  default  other than as
            specified in said waiver.  The consent or approval by Landlord to or
            of any act by Tenant requiring  Landlord's consent or approval shall
            not be deemed to waive or render  unnecessary  Landlord's consent to
            or approval of any subsequent  similar acts by Tenant.  No statement
            on a payment check from Tenant or in a letter accompanying a payment
            check is binding on Landlord.  Landlord may, with or without  notice
            to  Tenant,   negotiate  such  check  without  being  bound  to  the
            conditions  of any such  statement.  If Tenant pays any amount other
            than the actual amount due  Landlord,  receipt or collection of such
            partial  payment  does not  constitute  an accord and  satisfaction.
            Landlord may retain any such partial payment,  whether restrictively
            endorsed or  otherwise,  without  prejudice to  Landlord's  right to
            collect  the  balance  properly  due.  If all or any  portion of any
            payment is  dishonored  for any reason,  payment  will not be deemed
            made until the entire amount due is actually  collected by Landlord.
            The foregoing  provisions apply in kind to the receipt or collection
            of any  amount  by a lock box agent or other  person  on  Landlord's
            behalf.

            26.3.1.   Landlord may continue  this Lease in full force and effect
                      and shall have the right to collect rent when due.  During
                      the  continuance  of an Event of Default,  if Landlord has
                      elected to  repossess  the  Premises by legal  proceedings
                      without  terminating  this Lease,  Landlord  may relet the
                      Premises,  or any  part  thereof,  to  third  parties  for
                      Tenant's  account.  Landlord shall have the right, with or
                      without  terminating  this Lease, to re-enter the Premises
                      and remove all persons and  property  from the Premises by
                      legal proceedings. Such property may be removed and stored
                      in a public  warehouse or elsewhere at the cost of and for
                      the  account of Tenant.  Tenant  waives and  releases  all
                      Claims Tenant may have resulting from Landlord's  re-entry
                      and taking  possession of the Premises by any lawful means
                      and  removing and storing  Tenant's  property as permitted
                      under  this  Lease,   regardless  whether  this  Lease  is
                      terminated and, to the fullest extent  allowable under the
                      Laws,  Tenant  releases and will  indemnify,  defend (with
                      counsel  reasonably  acceptable to Landlord),  protect and
                      hold  harmless the  Landlord  Parties from and against any
                      and all Claims occasioned thereby except to the extent any
                      such  Claim  arises  out  of  the  negligence  or  willful
                      misconduct of Landlord.  No re-entry or taking  possession
                      of the  Premises  by  Landlord  shall be  construed  as an
                      election to terminate  this Lease unless a written  notice
                      of such  intention is given to Tenant.  If Landlord  shall
                      elect to re-enter the Premises under the provision of this
                      Section,  Landlord  shall not be  liable  for  damages  by
                      reason  of such  re-entry  except to the  extent  any such
                      damage is caused by the  negligence or willful  misconduct
                      of  Landlord,  its agents or  employees.  Tenant  shall be
                      liable  immediately to Landlord for all  reasonable  costs
                      Landlord  incurs in  reletting  the  Premises,  including,
                      without  limitation,   brokers'  commissions,   reasonable
                      expenses  of  remodeling  the  Premises  required  by  the
                      reletting,  and like costs.  Reletting can be for a period
                      shorter or longer than the  remaining  Term of this Lease.
                      Tenant shall pay to Landlord the rent due under this Lease
                      on the  dates  the rent is due,  less  the  rent  Landlord
                      receives from any  reletting.  After the  occurrence of an
                      Event of  Default,  and for as long as  Landlord  does not
                      terminate Tenant's right to possession of the Premises, if
                      Tenant obtains Landlord's  consent,  Tenant shall have the
                      right to assign  or  sublet  its  interest  in this  Lease
                      pursuant  to  the  Article  titled   "Assignment."  Tenant
                      acknowledges that Landlord shall have the remedy described
                      in  California  Civil Code Section  1951.4  (Landlord  may
                      continue  this Lease in effect after  Tenant's  breach and
                      abandonment  and recover rent as it becomes due, if Tenant
                      has the  right to  sublease  or  assign,  subject  only to
                      reasonable limitations). In the event that Landlord should
                      elect to relet the  Premises or any part  thereof on terms
                      and conditions as Landlord in its sole discretion may deem
                      advisable with the right to make  alterations  and repairs
                      to the  Premises,  it may execute any new lease in its own
                      name.  Tenant  hereunder  shall have no right or authority
                      whatsoever  to  collect  any rent  from such  tenant.  The
                      proceeds  of  any  such  reletting  shall  be  applied  as
                      follows:

            26.3.1.1. First,  to the  payment of any  indebtedness  (other  than
                      rent) due hereunder from Tenant to Landlord, including but
                      not limited to storage charges;

            26.3.1.2. Second,  to  the  payment  of  the  reasonable  costs  and
                      expenses of reletting  the Premises,  including  brokerage
                      commissions,  alterations and repairs which  Landlord,  in
                      its  sole  discretion,   deems  reasonably  necessary  and
                      advisable  and  reasonable  attorneys'  fees  incurred  by
                      Landlord in  connection  with the  retaking  of the.  said
                      Premises and such reletting;

            26.3.1.3. Third,  to the  payment of rent and other  charges due and
                      unpaid hereunder; and

            26.3.1.4. Fourth,  to the prorated value of the concessions  granted
                      to Tenant upon signing the Lease; and

            26.3.1.5. Fifth,  to the  payment of future  rent and other  damages
                      payable by Tenant under this Lease.

            26.3.2.   Landlord can terminate Tenant's right to possession of the
                      Premises at any time.  Unless Landlord shall have notified
                      Tenant in writing  that it has elected to  terminate  this
                      Lease,  Landlord  shall not be  deemed to have  terminated
                      this Lease, Tenant's right to possession of the Leasehold,
                      the  liability  of  Tenant  to  pay  rent  thereafter,  or
                      Tenant's liability for damages under any of the provisions
                      hereof.  Tenant agrees that the service by Landlord of any
                      notice pursuant to the unlawful  detainer  statutes of the
                      State of California  and Tenant's  surrender of possession
                      pursuant  to  such  notice  shall  not be  deemed  to be a
                      termination   of  this  Lease  or  of  Tenant's  right  to
                      possession thereof (unless Landlord elects to the contrary
                      at the time of, or at any time  subsequent  to the service
                      of,  such  notice,  and such  election be  evidenced  by a
                      written notice to Tenant). Acts of maintenance, efforts to
                      relet the Premises,  or the  appointment  of a receiver on
                      Landlord's initiative to protect Landlord's interest under
                      this Lease shall not  constitute a termination of Tenant's
                      right to  possession.  On  termination,  Landlord  has the
                      right to recover from Tenant:

            26.3.2.1. The  worth,  at the time of the award of the  unpaid  rent
                      that had been  earned at the time of  termination  of this
                      Lease; plus

            26.3.2.2. The  worth,  at the time of the  award,  of the  amount by
                      which the unpaid  rent that would have been  earned  after
                      the date of  termination  of this Lease  until the time of
                      award  exceeds  the amount of the loss of rent that Tenant
                      proves could have been reasonably avoided; plus

            26.3.2.3. The  worth,  at the time of the  award,  of the  amount by
                      which the  unpaid  rent for the  balance of the Term after
                      the time of the award  exceeds  the  amount of the loss of
                      rent  that  Tenant  proves  could  have  been   reasonably
                      avoided; plus

            26.3.2.4. Any other amount, and court costs, necessary to compensate
                      Landlord for all detriment  proximately caused by Tenant's
                      default.

            The worth at the time of award of the amount  referred to in Section
            26.3.2.  above is to be computed by allowing interest at the rate of
            ten  percent  (10%) per annum or the  discount  rate of the  Federal
            Reserve Bank of San Francisco  plus five percent (5%),  whichever is
            less.

            26.3.3.   Intentionally omitted.

            26.3.4.   Landlord,  at any time  after  Tenant  commits an Event of
                      Default  and  during  the  continuation  of such  Event of
                      Default,  may cure the  applicable  Event  of  Default  at
                      Tenant's  costs. If at any time, by reason of any Event of
                      Default,  Landlord  pays  any  sum or does  any  act  that
                      requires  the payment of any sum, the sum paid by Landlord
                      shall be due  immediately  from  Tenant to Landlord at the
                      time the sum is paid,  and if  Tenant  pays  such sum at a
                      later date,  it shall bear interest at the rate of 10% per
                      annum  from  the date  the sum is paid by  Landlord  until
                      Landlord is reimbursed by Tenant.  The sum,  together with
                      accrued interest, shall be additional rent.

     26.4.  Intentionally omitted.

     26.5.  Landlord shall be in default of this Lease if it fails or refuses to
            perform any  provision of this Lease that it is obligated to perform
            and such  failure to perform is not cured  within  thirty  (30) days
            after  written  notice of the  default  has been  given by Tenant to
            Landlord.  If the default  cannot  reasonably be cured within thirty
            (30)  days,  Landlord  shall  not be in  default  of this  Lease  if
            Landlord promptly commences to cure the default within the aforesaid
            thirty (30) days period and diligently  and in good faith  continues
            to cure the default to  completion.  Upon the occurrence of any such
            default  by  Landlord,  Tenant may remedy  such  default  and charge
            Landlord  for the  reasonable  costs  thereof or sue for  injunctive
            relief to recover damages for any loss from such breach or terminate
            this Lease.

     26.6.  In no event is  Landlord  liable to Tenant or any other  person  for
            consequential,  special  or  punitive  damages,  including,  without
            limitation,  lost profits.  If Landlord is in default of this Lease,
            and as a  consequence  Tenant  recovers  a  money  judgment  against
            Landlord,  the judgment  shall be satisfied only out of the proceeds
            of sale  received on  execution of the judgment and levy against the
            right,  title, and interest of Landlord in the Premises,  and out of
            rent or other income from the Premises receivable by Landlord or out
            of the  consideration  received by  Landlord  from the sale or other
            disposition  of all or any  part of  Landlord's  right,  title,  and
            interest in the Premises.  The  obligations  of Landlord  under this
            Lease do not  constitute  personal  obligations  of  Landlord or the
            individual partners, shareholders, directors, officers, employees or
            agents of Landlord.  Tenant shall look solely to Landlord's interest
            in the Premises  and the rent or other  income  received by Landlord
            from  the  Premises,  and  to  no  other  assets  of  Landlord,  for
            satisfaction  of any  liability in respect of this Lease,  and shall
            not seek recourse  against the  individual  partners,  shareholders,
            directors,  officers,  employees,  or agents of  Landlord  or any of
            their personal assets for such satisfaction.

     26.7.  If a  court  of  competent  jurisdiction  determines  that  any  act
            described in this Article does not  constitute  an event of default,
            and the court appoints a trustee to take  possession of the Premises
            (or if Tenant  remains a debtor in  possession  of the Premises) and
            such trustee or Tenant transfers Tenant's interest  hereunder,  then
            Landlord is entitled to receive,  as additional  rent, the amount by
            which the Rent (or any other  consideration) paid in connection with
            the Transfer exceeds the Rent otherwise payable by Tenant under this
            Lease.

     26.8.  Tenant  will  reimburse  and  compensate  Landlord  on demand and as
            additional  rent for any actual loss  Landlord  incurs in connection
            with,  resulting  from or related to any Event of Default under this
            Lease,  regardless  of whether  suit is  commenced  or  judgment  is
            entered.  Such loss includes all,  reasonable  legal fees, costs and
            expenses  (including  paralegal fees and other professional fees and
            expenses) Landlord incurs  investigating,  negotiating,  settling or
            enforcing  any  of  Landlord's   rights  or  remedies  or  otherwise
            protecting  Landlord's  interests under this Lease. Tenant will also
            indemnify,  defend (with counsel reasonably acceptable to Landlord),
            protect and hold harmless the Landlord  Parties from and against all
            Claims  Landlord  or any of the  other  Landlord  Parties  incurs if
            Landlord or any of the other Landlord  Parties  becomes or is made a
            party to any  claim or  action:  (a)  instituted  by Tenant or by or
            against any person holding any interest in the Premises by, under or
            through  Tenant;  (b) for  foreclosure  of any  lien  for  labor  or
            material  furnished  to or for Tenant or such other  person;  or (c)
            otherwise  arising out of or  resulting  from any act or omission of
            Tenant or such other person. In addition to the foregoing,  Landlord
            is entitled to reimbursement of all of Landlord's fees, expenses and
            damages,  including,  but not limited to, reasonable attorneys' fees
            and paralegal  and other  professional  fees and expenses,  Landlord
            incurs in connection with protecting its interests in any bankruptcy
            or  insolvency  proceeding  involving  Tenant,  including,   without
            limitation, any proceeding under any chapter of the Bankruptcy Code;
            by  exercising  and  advocating  rights  under  Section  365  of the
            Bankruptcy Code; by proposing a plan of reorganization and objecting
            to competing plans; and by filing motions for relief from stay. Such
            fees and  expenses  are  payable on demand,  or, in any event,  upon
            assumption or rejection of this Lease in bankruptcy.

27.  ADVERTISING.

     27.1.  Tenant  shall not affix any signs,  banners,  advertising  placards,
            names,  insignias,  "trademarks  (collectively  referred  to in this
            Article as "Signs or "Signs") or other descriptive  materials on any
            window or upon the  exterior  of the  Building,  unless  Tenant  has
            received the prior  written  approval of Landlord as to size,  type,
            color,  location,  copy,  nature and display  qualities  of any such
            proposed  materials,   which  approval  shall  not  be  unreasonably
            withheld.  Any Sign that is affixed or displayed without  Landlord's
            written  approval  shall be  subject  to a sign  removal  fee of One
            Hundred Dollars ($100.00) per occurrence.  All Signs must conform to
            the other signs used throughout the Building. Any Sign must meet the
            requirements  of any  Declaration of  Restrictions  encumbering  the
            Project  and the  requirements  of the  City of  Vista.  Except  for
            outside storage  permitted under Section 6.10 of this Lease,  Tenant
            shall not display, store or sell any merchandise outside the defined
            exterior  walls and permanent  doorways of the  Premises.  Except as
            permitted  under Section 6.6 of this Lease,  Tenant shall not use in
            or about the  Premises any  advertising  media which may be heard or
            seen outside the Premises,  such as flashing lights,  search lights,
            loudspeakers, phonographs or radio broadcasts.

     27.2.  Tenant  shall  pay  for  the  creation  and   installation   of  the
            appropriate tenant identification signs at the Project.

     27.3.  Landlord  shall have the right to prohibit  any  advertising  by any
            tenant which, in Landlord's reasonable opinion,  tends to impair the
            reputation of the Building or the Project or their desirability; and
            upon written notice from Landlord,  any tenant shall refrain from or
            discontinue such advertising.

28.  NO PUBLIC DISCLOSURES.

     28.1.  The  terms  and  conditions  of this  Lease  constitute  proprietary
            information of Landlord that Tenant will keep confidential. Tenant's
            disclosure of the terms and conditions of this Lease could adversely
            affect  Landlord's  ability  to  negotiate  other  leases and impair
            Landlord's relationship with other tenants. Accordingly,  except for
            information  regarding  this Lease  which  Tenant may be required to
            disclose pursuant to the requirements of applicable Laws, including,
            without  limitation,  the  requirements of the Security and Exchange
            Commission,  Tenant  will not,  without  Landlord's  consent  (which
            consent  Landlord  may grant or  withhold  in its sole and  absolute
            discretion),   directly  or   indirectly   disclose  the  terms  and
            conditions of this Lease to any other tenant or  prospective  tenant
            of the Building or to any other person or entity other than Tenant's
            employees,  agents,  attorneys and accountants who have a legitimate
            need to know  such  information  (and who will also keep the same in
            confidence).

     28.2.  Intentionally omitted.

     28.3.  Tenant  will not  record  this Lease or a  Memorandum  of this Lease
            without Landlord's prior written consent, which consent Landlord may
            grant or withhold in its sole and absolute discretion.

29.  LANDLORD'S ENTRY ON PREMISES.

     29.1.  Upon giving Tenant  twenty-four (24) hours notice,  Landlord and its
            authorized  representatives and agents shall have the right to enter
            or pass through the Premises  during  Tenant's normal business hours
            for any of the following purposes:

            29.1.1.   To determine  whether the  Premises are in good  condition
                      and whether Tenant is complying with its obligations under
                      this Lease;

            29.1.2.   To  protect  the  interest  therein of  Landlord;  to make
                      alterations  and  additions as permitted  under this Lease
                      and to do any necessary  maintenance and repairs;  to make
                      any  restoration  to the Premises,  or the Building,  that
                      Landlord  has the  right  or  obligation  to  perform;  to
                      provide any  services in  accordance  with this Lease;  to
                      perform  in  accordance  with the terms of this  Lease any
                      obligations of Tenant that Tenant fails to perform; and to
                      take  all  required   materials  and  equipment  into  the
                      Premises and perform all required work therein,  including
                      the erection of scaffolding,  props,  or other  mechanical
                      devices.

            29.1.3.   To serve,  post,  or keep posted any  notices  required or
                      allowed under the provisions of this Lease;

            29.1.4.   To post "for sale" signs at any time  during the Term,  to
                      post "for rent" or "for lease" signs during the last three
                      (3)  months of the  Term,  or during  any  period  while a
                      material Event of Default exists;

            29.1.5.   To show  the  Premises  to  prospective  brokers,  agents,
                      buyers,  persons  interested  in an  exchange,  holders of
                      encumbrances  on the interest of Landlord under the Lease,
                      and  prospective  mortgagees  of the  Building at any time
                      during the Term and to show the  Premises  to  prospective
                      tenants  during the last three (3) months of the Term,  or
                      during  any  period  while a  material  Event  of  Default
                      exists; or

            29.1.6.   To  shore  the  foundations,  footings,  and  walls of the
                      Premises   and  to  erect   scaffolding   and   protective
                      barricades around and about the Premises, but not so as to
                      prevent entry to the Premises or materially  and adversely
                      interfere  with the operation of Tenant's  business on the
                      Premises,  and to do any  other  act or  thing  reasonably
                      necessary for the safety or  preservation  of the Premises
                      if there is any  excavation  on any  adjacent  property or
                      nearby street. With Landlord's  consent,  Landlord's right
                      under this Subsection extends to the owner of the adjacent
                      property on which  excavation or  construction  is to take
                      place  and  the  adjacent   property  owner's   authorized
                      representatives    provided    that    such    owner   and
                      representatives  comply  with all of the  requirements  of
                      this Lease regarding Landlord's access to the Premises.

     29.2.  Landlord  shall not be liable in any manner  for any  inconvenience,
            disturbance, loss of business, nuisance, loss of quiet enjoyment, or
            other damage  arising out of Landlord's or Landlord's  employee's or
            authorized  representative's  or agent's  entry on the  Premises  as
            provided in this Article  except damage  resulting  from the acts or
            omissions of Landlord or its employees or authorized representatives
            or agents.

     29.3.  Intentionally omitted.

     29.4.  For each of the purposes  described in this Article,  Landlord shall
            at all times  have and  retain a key with  which to  unlock  all the
            doors in, upon, or about the Premises, excluding Tenant's vaults and
            safes.  Landlord shall have the right to use any and all means which
            Landlord  may deem  reasonably  proper to open such doors during the
            continuance  of an  emergency  in  order  to  obtain  entry  to  the
            Premises,  and any entry to the Premises obtained by Landlord by any
            of such means  shall not under any  circumstances  be  construed  or
            deemed to be a forcible or unlawful  entry into, or detainer of, the
            Premises,  or to be an eviction  of Tenant from the  Premises or any
            portion  thereof.  All locks and locking  devices shall be a part of
            the building's  master-keying  system.  Neither Tenant nor any other
            person, other than Landlord or its agents, shall change any locks.

     29.5.  Tenant shall be entitled to an  abatement  or reduction of rent,  if
            Landlord  exercises  any rights  reserved  in this  Article  to, the
            extent that Landlord's entry and activities  interfere with Tenant's
            business  on  the  Premises.   However,   if  Landlord's  entry  and
            activities on the Premises  result from an Event of Default,  Tenant
            shall not be entitled to any abatement or reduction of rent.

     29.6.  When  exercising the rights granted  Landlord under Section 6.14 and
            this Article 29, Landlord, its agents,  employees and/or contractors
            (a) shall identify themselves to Tenant's personnel immediately upon
            entering the Premises,  and (b) shall not, in any way, materially or
            unreasonably  affect,  interrupt or  interfere  with  Tenant's  use,
            business or operations on the Premises or obstruct the visibility of
            or  access  to  the  Premises.   If  a   substantial,   material  or
            unreasonable  interference with Tenant's use, business or operations
            on the Premises or obstruction of the visibility of or access to the
            Premises  shall occur and  continue for longer than ninety (90) days
            as a result of Landlord's  exercise of its rights under Section 6.14
            or this Article 29,  Tenant shall have the option to terminate  this
            Lease.

     29.7.  Nothing in this Article  shall  prohibit  Landlord from entering the
            Premises  without first giving notice to Tenant,  as allowed by law,
            in response to an emergency  situation.  As used in this Lease,  the
            term "emergency"  shall mean an unforeseen event posing imminent and
            significant  threat to life,  safety or property if not  immediately
            addressed by Landlord in its commercially reasonable judgment.

30.  OFFSET STATEMENT ATTORNMENT, SUBORDINATION.

     30.1.  After request  therefore by Landlord,  or in the event that upon any
            sale,  assignment or hypothecation  of the Premises by Landlord,  an
            offset statement and/or estoppel  certificate shall be required from
            Tenant, Tenant agrees to deliver a certificate,  in recordable form,
            to any proposed lender or purchaser, or to Landlord, certifying: (1)
            The  Commencement  Date;  (2) the fact that this Lease is unmodified
            and in full force and effect (or,  if there have been  modifications
            hereto, that this Lease is in full force and effect, and stating the
            date and  nature of such  modifications);  (3) the date to which the
            rental and other sums payable  under this Lease have been paid;  (4)
            that there are no  defenses  or offsets  thereto,  or stating  those
            claimed by Tenant; (5) that there are no current defaults under this
            Lease by either  Landlord or Tenant  except as specified in Tenant's
            statement;   and  (6)  such  other  reasonable   factual  statements
            requested by  Landlord,  or any proposed  lender  and/or  purchaser.
            Landlord  and  Tenant  intend  that  any   mortgagee,   beneficiary,
            purchaser or prospective  purchaser of the Building,  Project or any
            interest therein,  may rely upon any statement delivered pursuant to
            this  Article.  Tenant shall  deliver the  certificate,  in the form
            proposed by the  requesting  entity,  within ten (10)  business days
            after the request is received by Tenant. Tenant's failure to deliver
            such statements within such time shall be conclusive upon the Tenant
            that this  Lease is in full force and  effect,  except as and to the
            extent any modification  has been represented by Landlord,  and that
            there are no uncured defaults in Landlord's performance and that not
            more than one month's  rent has been paid in advance.  Such  failure
            also  constitutes a default of this Lease. In such event,  Tenant is
            estopped  from  denying  the  truth of the  facts  contained  in the
            statement submitted to Tenant.

     30.2.  Tenant will, within ten (10) business days after Tenant's receipt of
            Landlord's  request  at any  time  during  the  Term  (but  no  more
            frequently  than once in any twelve (12) month  period),  deliver to
            Landlord  complete,  accurate and  up-to-date  financial  statements
            (including  the current  year and the two years prior to the current
            financial   statement   year)   with   respect  to  Tenant  and  any
            Guarantor(s)  or other  parties  obligated  upon this  Lease,  which
            financial  statements  must be (a)  prepared  according to generally
            accepted  accounting   principles   consistently  applied,  and  (b)
            certified  by  an  independent  certified  public  accountant  or by
            Tenant's  (or  Guarantor's,  as the  case  may be)  chief  financial
            officer that the same are correct in all material respects as of the
            date of such financial statements.

     30.3.  In the event of termination of any underlying lease, or in the event
            of  foreclosure  or exercise of any power of sale wider any mortgage
            or deed of trust  superior  to this  Lease or to which this Lease is
            subject or  subordinate,  Tenant,  upon demand,  shall attorn to the
            lessor  under  said  underlying  lease  or to the  purchaser  at any
            foreclosure  sale or sale  pursuant to the  exercise of any power of
            sale under any mortgage or deed of trust,  in which event this Lease
            shall not terminate and Tenant shall automatically be and become the
            tenant of the lessor under said underlying  lease or to the purchase
            or  whichever  shall  make  demand  therefore.   Tenant  waives  the
            protection  of any  statute or rule of law that gives or purports to
            give  Tenant  any  right  to  terminate   this  Lease  or  surrender
            possession of the Premises upon the transfer of Landlord's interest.
            No landlord or purchaser  at any  foreclosure  sale  pursuant to the
            exercise  of any  power of sale or any  successor  thereto  shall be
            liable  for any act or  omission  of any prior  landlord  (including
            Landlord),  or subject to any offsets or defenses which Tenant might
            have against any prior landlord (including Landlord), or be bound by
            any rent or additional  rent which Tenant might have paid in advance
            to any prior landlord (including Landlord) for a period in excess of
            one month, or by any security  deposit or other prepaid charge which
            Tenant might have paid in advance to any prior  landlord  (including
            Landlord)  unless such deposit is  transferred  to such  landlord or
            purchaser,  or bound by any agreement or  modification of this Lease
            made without the prior written consent of such material landlord.

     30.4.  Upon the request of Landlord,  Tenant shall  subordinate  its rights
            hereunder to the lien of any deed(s) of trust or the lien  resulting
            from any other method of financing or refinancing,  now or hereafter
            in force  against  the  Premises,  Building,  or Project or any part
            thereof,  and to all advances  made or hereafter to be made upon the
            security thereof. This Section shall be self-operative if no further
            instrument of subordination is required by any lender, provided that
            the  mortgagee or  beneficiary  under such mortgage or deed of trust
            agrees  in a written  instrument  in form and  substance  reasonably
            satisfactory  to Tenant that Tenant's use and right to possession of
            the Premises  shall not be disturbed,  nor shall its  obligations be
            enlarged  or its  rights  be  abridged  hereunder  by  reason of any
            foreclosure,  sale  or  transfer  of the  Premises  under  any  such
            mortgage  or  deed of  trust  so long as no  Event  of  Default  has
            occurred hereunder.

     30.5.  Upon the request of Landlord or any other Party in interest,  Tenant
            shall promptly  execute such documents,  instruments or certificates
            that may be  reasonably  necessary  to carry out the  intent of this
            Article.  Tenant's failure to execute any such documents and deliver
            them to  Landlord  within  fifteen  (15) days  after the  request of
            Landlord to do so, shall be an Event of Default.

     30.6.  If,  in  connection,   with  obtaining  construction,   interim,  or
            permanent  financing  for  the  Project  the  lender  shall  request
            reasonable  modifications  in  this  Lease  as a  condition  to such
            financing,  Tenant  shall not  withhold,  delay or defer its consent
            thereto,  provided  that  such  modifications  do not  increase  the
            monetary obligations of Tenant hereunder or materially and adversely
            affect the  leasehold  interest  hereby  created or Tenant's  rights
            hereunder.

     30.7.  Intentionally omitted.

     30.8.  Tenant will give the holder of any Mortgage,  by registered  mail, a
            copy of any notice of default  Tenant  serves on Landlord,  provided
            that  Landlord  or the holder of the  Mortgage  previously  notified
            Tenant  in  writing  (by way of notice  of  assignment  of rents and
            leases or otherwise) of the address of such holder.  Tenant  further
            agrees that if Landlord  fails to cure such default  within the time
            provided for in this Lease,  then Tenant will provide written notice
            of  such  failure  to such  holder  and  such  holder  will  have an
            additional thirty (30) days within which to cure the default. If the
            default cannot be cured by such holder within additional thirty (30)
            day period, then the holder will have such additional time as may be
            reasonably  necessary to effect the cure if, within such thirty (30)
            day period, the holder has commenced and is diligently  pursuing the
            cure  to  completion   (including  without   limitation   commencing
            foreclosure proceedings if necessary to effect the cure).

31.  NOTICE.

     31.1.  Except  as  otherwise  specifically  provided  herein,  any  notice,
            demand,  request,  consent  approval,  or communication  that either
            Party  desires or is  required  to give the other Party or any other
            person,  shall be in  writing  and shall be deemed to have been duly
            delivered  upon  personal  delivery,  upon  delivery  by  electronic
            facsimile  transmission  (verified  by  the  sending  machine),  the
            following  day after  sending  by  overnight  courier,  or as of the
            second  business day after  mailing by United  States  registered or
            certified mail, return receipt requested, postage prepaid, addressed
            to the other Party at the address  designated  at the  beginning  of
            this Lease.  Either  Party may change its address by  notifying  the
            other Party of the change of address.

32.  WAIVER.

     32.1.  A delay or  omission  in the  exercise  of any  right or  remedy  of
            Landlord on the  occurrence  of any Event of Default  shall  neither
            impair such right or remedy nor be construed as a waiver,  nor shall
            any custom or practice  which may grow up between the parties in the
            administration  of the terms  hereof be deemed a waiver of or in any
            way affect the right of Landlord to insist upon the  performance  by
            Tenant in strict accordance with the terms of this Lease.

     32.2.  The receipt and acceptance by Landlord of delinquent  rent shall not
            constitute a waiver of any other default; it shall constitute only a
            waiver of timely payments for the particular rent payment  involved.
            No payment by Tenant,  or receipt by  Landlord,  of a lesser  amount
            than the rent payment herein  stipulated shall be deemed to be other
            than on account of the rent, nor shall any  endorsement or statement
            on any check or any letter accompanying any check or payment as rent
            by deemed an accord and  satisfaction,  (unless  Landlord  expressly
            agrees to an accord  and  satisfaction  in a separate  writing  duly
            executed by Landlord). Landlord may accept any such check or payment
            without prejudice to Landlord's right to recover the balance of such
            rent,  including any interest and late charges,  or pursue any other
            remedy provided in this Lease.

     32.3.  No act or conduct of Landlord,  including,  without limitation,  the
            acceptance  of  the  keys  to  the  Premises,  shall  constitute  an
            acceptance  of the  surrender of the  Premises by Tenant  before the
            expiration of the term.  Only a notice from Landlord to Tenant shall
            constitute   acceptance   of  the  surrender  of  the  Premises  and
            accomplish a termination of the Lease.

     32.4.  Landlord's  consent to or  approval  of any act by Tenant  requiring
            Landlord's  consent  or  approval  shall  not be  deemed to waive or
            render  unnecessary   Landlord's  consent  to  or  approval  of  any
            subsequent act by Tenant.

     32.5.  Any waiver by Landlord  of any default  must be in writing and shall
            not be a waiver  of any  other  default  concerning  the same or any
            other provisions of the Lease.

     32.6.  Any  claim  Tenant  may  have   against   Landlord  for  default  in
            performance  of any of  Landlord's  obligations  under this Lease is
            deemed waived unless Tenant notifies  Landlord of the default within
            thirty  (30) days  after  Tenant  knew or should  have  known of the
            default.

33.  SALE OR TRANSFER OF PREMISES.

     33.1.  Upon consummation of a sale, exchange,  assignment or other transfer
            of all or any portion of the  Premises,  Landlord  shall be released
            from any liability and all  obligations  thereafter  accruing  under
            this Lease.  Landlord's covenants and obligations in this Lease bind
            each  successive  landlord  only  during  and  with  respect  to its
            respective period of ownership.  However,  notwithstanding  any such
            transfer,  the  transferor  remains  entitled  to  the  benefits  of
            Tenant's  releases and  indemnity  and  insurance  obligations  (and
            similar  obligations)  under  this  Lease  with  respect  to matters
            arising or accruing during the transferor's period of ownership.

     33.2.  If Tenant has paid any Security  Deposit or prepaid  rent,  Landlord
            shall  transfer the Security  Deposit or prepaid rent; to Landlord's
            successor. Upon such transfer, Landlord shall be discharged from any
            further  liability in  reference to the Security  Deposit or prepaid
            rent.

34.  HOLDING OVER.

     34.1.  If Tenant,  with  Landlord's  consent,  remains in possession of the
            Premises after expiration or termination of this Lease, or after the
            date in any notice  given by  Landlord  to Tenant  terminating  this
            Lease,   such   possession  by  Tenant  shall  be  deemed  to  be  a
            month-to-month  tenancy terminable on thirty (30) days' notice given
            at any time by either  Party,  and  neither a renewal  hereof nor an
            extension for any further term. During such month-to-month  tenancy,
            Tenant shall pay all rent required by this Lease.  All provisions of
            this  Lease  except  those  pertaining  to term  shall  apply to the
            month-to-month  tenancy.  Acceptance  by Landlord of rent after such
            expiration or earlier  termination shall not constitute a consent to
            a holding over  hereunder or result in a renewal of this Lease.  The
            provisions  of this  Article  are in  addition  to and do not affect
            Landlord's  right of re-entry or any other rights of Landlord  under
            this Lease or as otherwise provided by law.

35.  SURRENDER OF PREMISES.

     35.1.  Upon  expiration  of the Term or within a reasonable  period of time
            after termination of this Lease,  Tenant shall quit and surrender to
            Landlord the Premises and all Tenant's  Improvements and Alterations
            in good  condition and repair except for: (i) ordinary wear and tear
            occurring after the last necessary  maintenance made by Tenant; (ii)
            damage to or  destruction  of the  Premises  covered by the  Article
            titled  "Destruction"  or by the Article titled  "Condemnation;"  or
            (iii)  Alterations  that  Tenant  has  the  right  to  remove  or is
            obligated  to remove  under the  provisions  of the  Article  titled
            "Alterations."  Tenant  shall  remove  all of debris,  rubbish,  and
            Tenant's  personal  property from the  Premises.  Upon such removal,
            Tenant  shall  repair  any  damage  resulting  from the  removal  of
            Tenant's Trade  Fixtures and Tenant's  Personal  Property.  Prior to
            surrendering  the  Premises to Landlord,  Tenant  shall  restore the
            Premises to a condition  substantially  similar to the  condition of
            the Premises at the Commencement Date. Failing such, Landlord may so
            repair the  Premises  and charge  Tenant  for the  reasonable  costs
            thereof  incurred  by  Landlord,  or  withhold  such  costs from any
            balance of the Security Deposit that may at the time remain.  Tenant
            shall  surrender all keys to the Premises to Property  Manager or to
            Landlord at the place then fixed for Tenant's  payment of Basic Rent
            or as Landlord or Property  Manager  otherwise  direct.  Tenant will
            also inform Landlord of all combinations on locks, safes and vaults,
            if any, in the Premises or, on the Project.

     35.2.  Landlord  can elect to retain or dispose of (in any  manner)  any of
            Tenant's  Personal  Property  that  Tenant  does not remove from the
            Premises  on  expiration  or  termination  of the Lease by giving at
            least  ten (10)  days'  notice  to  Tenant.  Title  to any  items of
            Tenants' Personal Property that Landlord elects to retain or dispose
            of  after  expiration  of the ten  (10)  day  period  shall  vest in
            Landlord.  Tenant waives all claims against  Landlord for any damage
            to Tenant resulting from Landlord's  retention or disposition of any
            such Tenant's Personal Property,  Tenant shall be liable to Landlord
            for  Landlord's   reasonable  costs  for  storing,   removing,   and
            disposing;  of any of Tenant's  Personal Property under this Section
            35.2.  Landlord  may store  Tenant's  Personal  Property in a public
            warehouse or  elsewhere  for the account and at the expense and risk
            of Tenant.  If Tenant  shall fail to pay the cost of storing  any of
            Tenant's  Personal Property after it has been stored for a period of
            thirty  (30)  days or  more,  Landlord  may  sell any or all of such
            Tenant's Personal Property at public or private sale, in such manner
            and at such times and places as  Landlord,  in its sole  discretion,
            may deem proper,  without notice to or demand upon Tenant.  Landlord
            shall apply the proceeds of such sale as follows:

            35.2.1.   First,  to the costs and expenses of such sale,  including
                      Landlord's reasonable attorneys' fees;

            35.2.2.   Second,  to the  payment of the  expense of or charges for
                      removal and storing any such property;

            35.2.3.   Third,  to the payment of any other sum of money which may
                      then or  thereafter  be due to Landlord  from Tenant under
                      any of the terms of this Lease; and

            35.2.4.   Fourth, the balance, if any, to Tenant.

     35.3.  If Tenant fails to timely  surrender  the Premises to Landlord  upon
            expiration  or after  termination  of this Lease as required by this
            Article,  Tenant  shall  hold  Landlord  harmless  from all  damages
            resulting therefrom, including, without limitation, claims made by a
            succeeding  Tenant  resulting from Tenant's failure to surrender the
            Premises.

     35.4.  The voluntary or other surrender by tenant or a mutual  cancellation
            of this Lease shall not work a merger, and shall, at the election of
            Landlord,   either  terminate  all  or  any  existing  subleases  or
            subtenancies  or may operate as an assignment to it of any or all of
            such subleases or subtenancies. Landlord shall exercise its election
            within thirty (30) days of the event so requiring.

36.  ABANDONMENT.

     36.1.  Tenant  shall not vacate nor abandon the Premises at any time during
            the term of this Lease, nor permit the Premises to remain unoccupied
            for a period of longer  than ten (10)  consecutive  days  during the
            Term of this Lease.  If Tenant shall  abandon the  Premises,  any of
            Tenant's  Personal Property left on the Premises shall be dealt with
            or  disposed of as provided  in the  Article  titled  "Surrender  of
            Premises."

37.  ATTORNEYS' FEES.

     37.1.  In the event  Landlord or Tenant  retains an attorney to enforce any
            provision  of  this  Lease  against  the  other,   the  Party  which
            establishes a breach of this Lease shall be entitled to recover from
            the other all expenses  incidental to such  enforcement  incurred in
            any  legal  proceeding  whatsoever  (including  but not  limited  to
            insolvency,  bankruptcy,  arbitration,  declaratory relief, unlawful
            detainer or other litigation),  regardless of whether or not suit is
            brought.  Such expenses include,  but are not limited to, reasonable
            attorneys' fees,  appraisers' fees,  accountants'  fees,  service of
            process, filing fees, court and court reporter costs,  investigative
            costs,  expert  witness  fees,  and the cost of any  bonds,  whether
            taxable or not. Such reimbursement shall be included in any judgment
            or final  order  issued in any  proceeding.  If  Landlord  employs a
            collection agency and/or an attorney to recover  delinquent  charges
            or to otherwise  enforce this Lease after Tenant's  notice and grace
            period, if any, expires,  Tenant agrees to pay all collection agency
            fees and  reasonable  attorneys'  fees (whether or not litigation is
            commenced  or pursued to final  judgment)  charged  to  Landlord  in
            addition to rent,  late  charges,  interest  and other sums  payable
            under this Lease.  Any expenses to which  Landlord is entitled shall
            be  considered  as rent and are  payable  within ten (10) days after
            Tenant receives a reasonably detailed statement of the amount due.

     37.2.  If  Landlord  is named as a defendant  in any suit  brought  against
            Tenant in  connection  with or arising out of Tenant's  occupancy of
            the Premises  hereunder,  Tenant shall pay to Landlord its costs and
            expenses incurred in such suit,  including without  limitation,  its
            actual professional fees including,  but not limited to, the fees of
            appraisers,  accountants, expert witnesses, and reasonable attorneys
            fees.

38.  ACCESS; CHANGES IN BUILDING FACILITIES NAME.

     38.1.  Landlord  reserves,  for  the  purpose  of  operation,  maintenance,
            decoration, and repair, access to:

            38.1.1.   All  walls,  windows,  and doors  bounding  the  Premises,
                      except the inside  surfaces  thereof  (including  exterior
                      building  walls,  core corridor  walls and doors,  and any
                      core corridor entrance); and

            38.1.2.   All space in or adjacent to the Premises  used for shafts,
                      stacks,  pipes,  conduits,  fan rooms, ducts,  electric or
                      other utilities,  sinks, or other Building facilities, and
                      the use  thereof,  as well as access  thereto  through the
                      Premises.

     38.2.  Landlord may, at any time before or after completion of the Project,
            without  incurring  any  liability  to Tenant  therefore,  make such
            changes in or to the Project and the fixtures and equipment  thereof
            or any other portion of the Project, as well as in or to the street,
            entrances,  halls,  passages,   stairways,  and  other  improvements
            thereof, as Landlord may deem necessary or desirable.

     38.3.  Landlord may, at any time before or after completion of the Project,
            without incurring any liability to Tenant therefore, adopt or change
            any  name or  address  or  identity  for the  Project  (or any  part
            thereof) including roof signs, entrances, signage, and other Project
            identification.

39.  QUIET ENJOYMENT.

     39.1.  Notwithstanding  any subordination as provided in the Article titled
            "Offset  Statement,  Attornment,  Subordination,"  if  no  Event  of
            Default has  occurred  under this  Lease,  Landlord  covenants  that
            Tenant  shall have  peaceful  and quiet  enjoyment  of the  Premises
            without hindrance on the part of Landlord, and Landlord shall defend
            Tenant in the peaceful and quiet  enjoyment of the Premises  against
            claims of all persons claiming by, through or under Landlord.

40.  FORCE MAJEUR

     40.1.  Any prevention,  delay or stoppage due to strikes,  lockouts,  labor
            disputes,  acts of God,  inability  to obtain  labor or materials or
            reasonable   substitutes   therefore,   governmental   restrictions,
            regulations,  or  controls,  enemy or hostile  governmental  action,
            civil commotion,  fire or other casualty,  and other causes; or, any
            failure  or defect in the  supply,  quantity  or  character  of gas,
            electricity  or water  furnished to the  Premises,  by reason of any
            requirement,  act  or  omission  of the  public  utility  or  others
            furnishing the Project with gas,  electricity  or water,  or for any
            other reason,  whether similar or dissimilar to the above beyond the
            reasonable  control of the Party obligated to perform,  shall excuse
            the  performance  by such Party for a period equal to that resulting
            from such prevention, delay or stoppage, except those obligations of
            Tenant to make payment for rental and other charges  pursuant to the
            terms of this Lease.

41.  RELATIONSHIP OF PARTIES.

     41.1.  The  relationship  of the  Parties  hereto is that of  Landlord  and
            Tenant,  and it is expressly  understood and agreed that Landlord is
            not in any way or for any  purpose a partner of  Tenant,  or a joint
            venturer  with  Tenant  in  the  conduct  of  Tenant's  business  or
            otherwise.

42.  GENERAL PROVISIONS.

     42.1.  Unless  the  context  otherwise  indicates,  whenever  used  in this
            Agreement  the word  "Party"  or  "Parties"  means  Landlord  and/or
            Tenant, as the context may require.

     42.2.  All pronouns and any variations  thereof shall be deemed to refer to
            the  masculine,  feminine  or neuter,  singular  or  plural,  as the
            identity of the person, persons, entity or entities may require.

     42.3.  Titles and captions in this  Agreement are inserted for  convenience
            of reference only and do not define, describe,  amplify or limit the
            scope of the intent of this  Agreement  or any of the terms  hereof.
            42.4.   References   in  this   Agreement  to  Articles,   Sections,
            Subsections, and Exhibits are to Articles, Sections, Subsections and
            Exhibits herein and hereto unless otherwise indicated.

     42.5.  Any  exhibits,   schedules  or  descriptions  referred  to  in  this
            Agreement are expressly  incorporated  herein by reference as if set
            forth in full, whether or not attached hereto.

     42.6.  The   representations,   warranties,   covenants,   agreements   and
            indemnities set forth in or made pursuant to this  Agreement,  or in
            any instrument,  certificate, opinion, or other writing provided for
            in it, shall remain  operative,  shall be deemed made upon execution
            of this Agreement and shall not be merged therein.

     42.7.  This  Agreement  contains the entire  agreement  between the parties
            relating  the  transactions   contemplated   hereby.  All  prior  or
            contemporaneous  agreements,  understandings,   representations  and
            statements,  oral or written, are merged herein. Except as expressly
            provided herein,  there are no representations or warranties between
            the parties.

     42.8.  Each party has relied upon its own  examination  of this  Agreement,
            and  the  warranties,   representations,   and  covenants  expressly
            contained in this Agreement itself. The failure or refusal of either
            party to inspect  this  Agreement or other  documents,  or to obtain
            legal advice relevant to this  transaction,  constitutes a waiver of
            any objection,  contention, or claim that might have been based upon
            such reading, inspection or advice.

     42.9.  The parties  acknowledge that this Agreement,  in its final form, is
            the result of the  combined  efforts of the  parties  hereto and any
            counsel who may have advised the parties, neither of which has acted
            under  any  duress  or  compulsion,   whether  legal,  economic,  or
            otherwise.  Should any  provision  of this  Agreement be found to be
            ambiguous  in any way,  such  ambiguity  shall  not be  resolved  by
            construing  this  Agreement in favor of or against any party herein,
            but  rather by  construing  the terms of this  Agreement  fairly and
            reasonably in accordance with their generally  accepted  meaning and
            the purposes for which this  Agreement  is made.  The parties  agree
            that,  regardless  of which party  provided the initial form of this
            Lease,  drafted or modified one or more provisions of this Lease, or
            compiled,  printed  or  copied  this  Lease,  this  Lease  is  to be
            construed  solely as an offer  from  Tenant  to lease the  Premises,
            executed by Tenant and  provided to Landlord for  acceptance  on the
            terms set forth in this Lease, which acceptance and the existence of
            a  binding  agreement  between  Tenant  and  Landlord  may  then  be
            evidenced only by Landlord's execution of this Lease.

     42.10. No  modification,  waiver,  amendment,  discharge  or change of this
            Agreement shall be valid unless the same is in writing and signed by
            the  party,  or their  successor  in  interest,  against  which  the
            enforcement of such modification,  waiver,  amendment,  discharge or
            change is or may be sought.

     42.11. In the event any term, covenant,,  condition, provision or agreement
            herein  contained  is held to be  invalid  or void by any  court  of
            competent  jurisdiction,  the invalidity of any such term, covenant,
            condition,  provision or agreement  shall in no way affect any other
            term, covenant, condition, provision or agreement herein contained.

     42.12. Each  of the  Parties  shall  full,  cooperate  with  the  other  in
            connection with the requirements  imposed by this Agreement and each
            agree to take such  further  actions and to execute and deliver such
            further documents, with acknowledgment or affidavit, if required, as
            may be  reasonably  necessary  to  carry  out the  purposes  of this
            Agreement and to facilitate the  satisfaction  of any conditions set
            forth herein.

     42.13. This  Agreement,  and  any  dispute  arising  hereunder,   shall  be
            construed  and  enforced in  accordance  with,  and be governed  by,
            California  Laws. The parties hereto agree that proper  jurisdiction
            and venue for any suit  brought to  interpret or enforce any term or
            provision  of  this   Agreement   shall  be  in  San  Diego  County,
            California.  The reference in this Lease to any  legislation  or any
            portion  thereof shall be read as though the words "or any statutory
            modifications  or re-enactment  thereof or any statutory  provisions
            substituted thereof were added to such reference.

     42.14. This Agreement may be executed in any number of  counterparts,  each
            of  which  shall  be  deemed  to be an  original,  but all of  which
            together  shall  constitute one and the same  instrument.  Facsimile
            transmission of any signed original document,  and retransmission of
            any signed facsimile transmission, shall be the same as transmission
            of an  original.  At the request of Landlord or Tenant,  the parties
            will confirm facsimile transmitted signatures by signing an original
            document.

     42.15. Whenever consent or approval of either Party is required, that Party
            shall not unreasonably withhold such consent or approval.

     42.16. If  Tenant  is  a  corporation,  partnership,  a  limited  liability
            company,  or  other  entity,  execution  of  this  Lease  by  Tenant
            constitutes a representation  by Tenant and the officers,  partners,
            members,  managers,  or other agents of Tenant  executing this Lease
            that this Lease has been duly  authorized  by  Tenant,  corporation,
            partnership,  or other  entity.  Tenant shall  provide to Landlord a
            certified  copy of a duly adopted  resolution of its partners or the
            Board of  Directors  of Tenant  (or other  appropriate  evidence  of
            authority)  authorizing the execution and delivery of this Lease and
            naming the  officers  that are  authorized  to execute this Lease on
            behalf of Tenant.

     42.17. If Tenant is an  entity,  Tenant  will,  within  ten (10) days after
            Landlord's written request,  deliver to Landlord: (a) Certificate(s)
            of Good  Standing  from the state of  formation  of Tenant  and,  if
            different,  the State of  California,  confirming  that Tenant is in
            good standing under the laws governing  formation and  qualification
            to transact  business in such  state(s);  and (b) a copy of Tenant's
            organizational   documents  and  any  amendments  or   modifications
            thereof, certified as true and correct by an appropriate official of
            Tenant.  Tenant and each individual  signing this Lease on behalf of
            Tenant represents and warrants that they are duly authorized to sign
            on  behalf  of and to bind  Tenant  and  that  this  Lease is a duly
            authorized, binding and enforceable obligation of Tenant.

     42.18. All parties  signing  this Lease as Tenant and any  Guarantor(s)  of
            this  Lease  are  jointly  and  severally  liable  for the  keeping,
            observing and performing of all of the terms, covenants, conditions,
            provisions  and  agreements  of this Lease to be kept,  observed and
            performed by Tenant. The act of, or notice from, or notice or refund
            to, or the signature of any one or more of them, with respect to the
            tenancy of this Lease,  including,  but not limited to any  renewal,
            extension,  expiration,  termination or  modification of this Lease,
            shall be binding  upon each and all of the  persons  executing  this
            Lease as Tenant with the same force and effect as if each and all of
            them had so acted or so given or  received  such notice or refund or
            so signed.

     42.19. This  Lease  shall be  binding  on and inure to the  benefit  of the
            Parties and their successors and assigns,  except as provided in the
            Articles titled "Assignment" and "Sale or Transfer of the Premises."
            Notwithstanding  the  immediately  preceding  sentence  or any other
            provision  of this  Lease,  this  Lease  shall  not be  assigned  or
            assignable  by  operation of law. In no event shall this Lease be an
            asset of  Tenant in any  receivership,  bankruptcy,  insolvency,  or
            reorganization proceeding.

     42.20. All  provisions,  whether  covenants or  conditions,  on the part of
            Tenant shall be deemed to be both covenants and conditions.

     42.21. The  definitions  contained in this Lease shall be used to interpret
            this Lease.

     42.22. Rent and all other sums  payable  under this Lease  shall be paid in
            lawful money of the United States of America.

     42.23. Except as may otherwise be expressly  stated,  each payment required
            to be made by Tenant shall be in addition to and not in substitution
            for other payments to be made by Tenant.

     42.24. Tenant's  execution of this Lease;  is conditioned  upon  Landlord's
            execution on or before the  thirtieth  (30th) day following the date
            of this Lease.

     42.25. Tenant  recognizes  that the  General  Partner  of  Landlord  (i) is
            licensed as an attorney in the State of  California;  (ii) is acting
            entirely  on  behalf of  Landlord  in this  Lease;  and (iii) has no
            fiduciary relationship with Tenant.

     42.26. Time is of the  essence  with  respect to the  performance  of every
            provision of this Lease in which time of performance is a factor.

     42.27. All of Tenant's obligations under this Lease (together with interest
            on payment  obligations  at the rate of 10% per annum or the maximum
            amount  allowed  by law if that  rate is higher  than 10%)  accruing
            prior to expiration or other  termination  of this Lease survive the
            expiration  or other  termination  of this  Lease.  Further,  all of
            Tenant's  releases and  indemnification,  defense and hold  harmless
            obligations  under  this  Lease  survive  the  expiration  or  other
            termination of this Lease, without limitation.

     42.28. With the exception of the real estate brokerage commission,  if any,
            payable to the party/parties  identified in the Definitions section,
            pursuant to separate  written  agreement  with  Landlord,  and which
            commission  Landlord  hereby  agrees  to pay,  each  of the  Parties
            represents to the other Party that it has not  incurred,  and agrees
            to protect, defend, indemnify and hold harmless the other Party from
            and  against,  any real  estate  commission,  finder's  fee or other
            compensation  arising out of or in connection with this Lease or the
            transaction of which this Lease is a part.

         EXECUTED  as of the day and year  first  above  written,  at San  Diego
County, California.


LANDLORD                                  TENANT

NONAR ENTERPRISES,                        VERSAFORM CORPORATION,

a California general partnership          a California corporation



By: /s/ Michael P. Cafagria              By: /s/ Ronald S. Saks
--------------------------------         --------------------------------
Michael P. Cafagria,                     Ronald S. Saks,
General Partner                          President


<PAGE>



RIDER TO NET  INDUSTRIAL  LEASE DATED  September 12, 2003 (THE "PRIMARY  LEASE",
AND, TOGETHER WITH THIS RUDER, THE "LEASE"), BY AND BETWEEN NONAR ENTERPRISES, A
CALIFORNIA  GENERAL  PARTNERSHIP  ("LANDLORD"),  AND  VERSAFORM  CORPORATION,  A
CALIFORNIA CORPORATION ("TENANT") FOR CERTAIN PREMISES LOCATED AT 1377 SPECIALTY
DRIVE, VISTA, CALIFORNIA.

ANY  OTHER  TERM  OR   PROVISION   IN  THE   PRIMARY   LEASE  TO  THE   CONTRARY
NOTWITHSTANDING,  TO THE EXTENT THAT THE TERMS AND  PROVISIONS OF THIS RIDER ARE
INCONSISTENT  WITH THE TERMS AND PROVISIONS OF THE PRIMARY LEASE,  THE TERMS AND
PROVISIONS OF THIS RIDER SHALL CONTROL AND GOVERN.

         1. Tenant shall have the right to contest any tax, fee or assessment to
be wholly or partially  paid or reimbursed by Tenant and Landlord  agrees to use
reasonable  efforts to cooperate with such efforts of Tenant.  Tenant shall have
the option of paying such  obligations  under  protest,  on the  condition  that
Tenant provides Landlord with reasonable security in connection therewith.

         2. All rights and  privileges of the Parties hereto shall be subject to
the  condition  that the same may be  exercised by them only in a good faith and
commercially reasonable manner.

         3. In no event shall either  Party  hereto have any remedy  against the
other for damages, or for equitable relief of any kind, which exceeds the damage
or injury  actually  sustained by such Party, it being the intent of the Parties
hereto that neither Party may obtain double or multiple recovery or any recovery
in excess of such actual damage or injury.

         4. In no  event  shall  exemption,  indemnification  or  hold  harmless
obligations  of either  Party  contained  in the Primary  Lease be  construed as
requiring  one Party  (the  "Protecting  Party") to  exempt,  indemnify  or hold
harmless the other Party (the  "Protected  Party") or any other person or entity
except for damages or injuries  actually  sustained by the  Protected  Party and
proximately  caused  by the acts or  omissions  of the  Protecting  Party or its
employees,  agents or  invitees.  In no event  shall any waiver of claims by the
Protecting  Party against the Protected Party or limitations on liability in the
Primary  Lease be  construed  to waive or limit any  claims for damage or injury
proximately  caused by an act or omission,  or any negligence or misconduct,  of
the Protected Party or its employees, agents or invitees

         5. No sale or  conveyance  by Landlord of the Lot,  the Building or the
Premises or any interest therein shall relieve Landlord of its obligations under
this Lease accruing on or prior to such sale or conveyance.

         6. Tenant reserves the right, without Landlord's approval, to sublet or
assign the  Premises  or any part  thereof to any  affiliate  of Tenant,  to any
successor of Tenant  resulting from a merger,  consolidation  or other corporate
restructuring,  to any  entity  under the common  control of Tenant,  and to any
partner or joint venturer of Tenant. However, Tenant shall provide Landlord with
all  information  required  by Article 25 of this Lease about any  successor  in
interest. In the event Tenant undertakes the foregoing assignment or subletting,
such  assignee or  subtenant  shall have all rights of Tenant  under this Lease,
including, but not limited to, options to extend the Term of this Lease.

         7. The text of  Article  23 of this Lease  shall be  replaced  with the
following:

         "In the event the  Premises or Building  shall be  partially or totally
destroyed  by fire or other  casualty,  the damage to the  Premises  or Building
shall be  promptly  repaired  and  restored  by  Landlord,  at its sole cost and
expense,  unless  Landlord  or Tenant  shall  elect to  terminate  this Lease as
hereinafter  provided.  In the event  the  Premises  are  partially  or  totally
destroyed,  then Tenant's  obligation to pay rental shall be abated:  (i) to the
extent that  Landlord  receives  proceeds from loss of rents  insurance,  and in
proportion  to the amount of the Premises  rendered  unusable for the conduct of
Tenant's  business,  until the Premises are repaired and  restored.  In no event
shall Landlord be required to repair or replace Tenant's Personal  Property.  If
more than  thirty-five  percent  (35%) of the floor area of the Premises or more
than  thirty-five  percent  (35%) of the  floor  area of the  Building  shall be
destroyed  by fire or other  casualty,  then  Landlord  or  Tenant  may elect to
terminate this Lease by giving written notice to the other Party of its election
to so  terminate,  such  notice to be given  within  sixty  (60) days  after the
occurrence of such damage or destruction.

         In the event of any damage or  destruction to the Premises which cannot
be repaired and restored by Landlord  within one hundred  twenty (120) days from
the occurrence of such damage or casualty (as reasonably  determined by Tenant),
or in the event that Landlord fails to commence (and diligently complete) repair
and  restoration  of any such damage or casualty  within thirty (30) days of the
occurrence of such damage or casualty, then Tenant shall have the further option
to terminate this Lease  effective  immediately  by providing  written notice to
Landlord.

         Nothing  herein  shall  obligate  Landlord  to  restore  or repair  the
Premises in the event  damage or  destruction  to the Premises is not covered by
insurance required to be carried by Landlord hereunder."

         8. Landlord shall not discriminate against Tenant in the enforcement of
any Rules and Regulations.  Furthermore,  notwithstanding  anything contained in
this Lease to the  contrary,  Tenant  shall  abide by and  observe the Rules and
Regulations  as may be promulgated  from time to time by Landlord,  provided the
same are in conformity with common practice and usage in similar buildings,  are
not inconsistent with the provisions of this Lease, and apply to all tenants and
occupants of the Building,  and provided further that a copy thereof is received
by Tenant.

         9. Tenant may,  without the prior written consent of Landlord,  subject
the leasehold estate created by this Lease as amended from time to time, and its
personal  property,  equipment and trade fixtures to a leasehold mortgage and/or
security  agreement to secure  financing or other  obligations  which Tenant may
obtain  or  incur  from  time to time.  In  connection  with any such  leasehold
mortgage and/or security agreement, Landlord will, promptly following receipt of
written request therefor,  provide to Tenant's  lender(s) an estoppel  agreement
confirming whether or not this Lease has been amended,  whether or not there are
any uncured defaults under this Lease, and such other matters  pertaining to the
Lease as such lender(s) may reasonably require.

         10. Landlord (i)  acknowledges  that as of the date of this Lease,  the
insurance  required to be carried by Tenant under this Lease is currently issued
by Kemper  Insurance  Company  and/or its  affiliates  and (ii)  agrees that the
policies  issued to Tenant by such companies in effect as of the date hereof are
acceptable  for the purposes of satisfying the  requirements  of Section 20.9 of
this Lease only through the expiration  date of such policies  (January 4, 2004)
after  which time  Tenant will  arrange  for  insurance  coverage by one or more
companies that will meet the requirements set forth in the Lease.

         11. After  request  therefore by Tenant,  or in the event that upon any
assignment or hypothecation of the Premises by Tenant,  an estoppel  certificate
shall be required from Landlord, Landlord agrees to deliver a certificate to any
proposed  lender or assignee,  or to Tenant,  certifying:  (1) the  Commencement
Date;  (2) the fact that this Lease.  is unmodified and in full force and effect
(or, if there have been modifications  hereto,  that this Lease is in full force
and effect, and stating the date and nature of such modifications); (3) the date
to which the rental and other sums payable under this Lease have been paid;  (4)
that there are no current defaults under this Lease by either Landlord or Tenant
except as  specified  in  Landlord's  statement;  and (5) such other  reasonable
factual statements  requested by Tenant, or any proposed lender and/or assignee.
Landlord  and  Tenant  intend  that  any  mortgagee,  beneficiary,  assignee  or
prospective  assignee of the  Tenant's  interest in the Premises or any interest
therein,  may rely upon any  statement  delivered  pursuant  to this  paragraph.
Landlord shall deliver the  certificate,  in the form proposed by the requesting
entity,  within  fifteen  (15)  business  days after the  request is received by
Landlord. Landlord's failure to deliver such statement within such time shall be
conclusive upon Landlord that this Lease is in full force and effect,  except as
and to the extent any  modification  has been  represented  by Tenant,  and that
there are no uncured defaults in Tenant's performance and that not more than one
month's rent has been paid in advance.  Such failure also  constitutes a default
of this Lease. In such event, Landlord is estopped from denying the truth of the
facts contained in the statement submitted to Landlord.

         12. Intentionally omitted.

         13. Tenant may from time to time discontinue business operations in all
or any portion of the Premises as Tenant, in its discretion,  may deem necessary
to accommodate the needs of Tenant's  business and in such event,  provided that
Tenant  continues  to perform all of its  obligations  under this Lease,  Tenant
shall not be deemed to have  abandoned  the  Premises  under  Section 36 of this
Lease.

         14.  Landlord  shall  maintain  complete  and  accurate  records of all
Operating Expenses incurred in connection with the Premises,  the Building,  the
Lot, the Unit Shared Use Areas and the  Project.  Tenant shall have the right to
inspect  such records at Tenant's  sole cost and  expense,  at the office of the
property manager for the Building during said property manager's normal business
hours, upon five (5) days prior written notice.  Landlord shall not be obligated
to provide Tenant with detailed summaries or receipts for any Operating Expenses
incurred by or on behalf Landlord; but Landlord shall provide Tenant with one or
more  statements  setting forth (i)  Landlord's  actual costs for such expenses,
categorized  by class and  amount;  (ii) the actual  amount due from  Tenant for
Tenant's  pro rata  share of such  expenses  and (iii) the sum of the  estimated
monthly  installments  paid by Tenant  during the  applicable  calendar  year or
property  fiscal year.  Notwithstanding  the  aforesaid,  unless Tenant  asserts
specific  errors  within  ninety  (90) days  after  receipt of any  invoice,  or
year-end statement, it shall be deemed that said invoice, or year-end statement,
is correct.  If Tenant disputes any Operating  Expense billed to Tenant and such
dispute has not been  resolved  prior to the time any disputed  amount is due to
Landlord under this Lease, Tenant's payment of any such disputed amount will not
affect  Tenant's  rights with regard to such  disputed  amount.  If such dispute
cannot be resolved by good faith negotiations between Landlord and Tenant within
sixty (60) days after Tenant gives Landlord  notification of such dispute,  then
Tenant may request an audit of the disputed matter from an independent certified
public  accountant  acceptable  to Landlord and Tenant whose  decision  shall be
based  on  commercial  real  estate  practices  in the San  Diego  County  area,
including utilizing GAAP if applicable,  and shall be final and binding upon the
parties.  If there is a variance of ten percent  (10%) or more in the  aggregate
between  said  decision  and  Landlord's  determination  regarding  the disputed
amount,  Landlord shall pay the cost of said audit. If the variance is less than
ten percent (10%),  Tenant shall pay the cost of said audit.  If such dispute is
resolved in Tenant's favor, Landlord shall credit any overpayment (together with
interest from the time of such overpayment at the annual rate of 5 %) toward the
next installment of Base Rent and/or  installment of additional rent falling due
or pay such  overpayment to Tenant within thirty (30) days. of the date on which
such dispute is resolved.

         15. "Taxes" shall not include any municipal, state or federal income or
excess  property taxes assessed  against  Landlord,  or any municipal,  state or
federal  capital levy,  estate,  succession,  inheritance  or transfer  taxes of
Landlord,  or corporation  franchise  taxes imposed upon the owner of the fee of
the Property, any taxes that may be levied upon or against any personal property
of Landlord,  and any tax that may be levied on account of any real  property of
Landlord other than the Property,  any franchise,  capital stock, excise, social
security,  unemployment,  sales,  use  or  withholding  tax or  any  other  tax,
assessment,  imposition,  levy or charge levied or assessed against Landlord and
which has no direct relation to the Property,  and which would not become a lien
against the Property,  except for the failure of Landlord or someone else to pay
the same.

         16.  Sections  6.18  through  6.31 of this  Lease are  deleted in their
entirety and the following is substituted in lieu thereof:

         "6.18.   Tenant  shall  not  use,  store,  manufacture,  dispose  of or
                  discharge any "Hazardous  Materials" (as hereinafter  defined)
                  from or on the Premises or any other  portion of the Premises;
                  provided, however, that, as part of Tenant's operations in the
                  Premises,  Tenant may use, store,  dispose of or discharge the
                  Hazardous Materials (and related materials)  including without
                  limitation those materials listed on Exhibit E attached hereto
                  and made a part hereof (the "Permitted Tenant Materials"),  so
                  long as Tenant complies with all Laws in doing so.

         6.19.    Subject  to the  provisions  of  Section  6.21 of this  Lease,
                  Tenant agrees to defend,  indemnify and hold harmless Landlord
                  and Landlord's agents and employees,  from and against any and
                  all  claims,  demands,  costs and  expenses  of every kind and
                  nature (including, without limitation, expert fees, penalties,
                  fines,  removal,   clean-up,   transportation,   disposal  and
                  restoration   expenses,   reasonable   consultants'  fees  and
                  reasonable  attorneys'  fees),  arising  out of any  injury or
                  damage to any person, property or business,  including that of
                  Landlord, resulting from any use, storage, disposal, discharge
                  or  existence  of  Hazardous  Materials  (including,  without,
                  limitation,  any Permitted Tenant Materials) upon the Premises
                  by  Tenant  or  Tenant's  agents,  employees,  contractors  or
                  invitees,  unless and to the extent the placement thereof upon
                  the Premises was caused by Landlord, its agents,  employees or
                  contractors.   Further,   upon  the   expiration   or  earlier
                  termination  of this Lease,  Tenant shall remove all Permitted
                  Tenant  Materials from the Premises and return the Premises to
                  Landlord in  conformance  with all Laws  related to  Hazardous
                  Materials,  subject to the  provisions of Section 6.21 of this
                  Lease  and  unless  and to the  extent  the  placement  of any
                  Hazardous  Materials upon the Premises was caused by Landlord,
                  its agents, employees or contractors.

         6.20.    If  Tenant  receives  an  order or  other  direction  from any
                  federal,  state or local  court,  governmental  entity,  unit,
                  department  or agency  having  jurisdiction  over the Premises
                  ("Regulatory  Agency")  to take  any  corrective  action  with
                  respect to the  Premises  (any such order or  direction  being
                  hereinafter referred to as an "Order") under any environmental
                  law  regarding  the  use,  storage,  disposal,   discharge  or
                  existence of Hazardous  Materials  upon the Premises by Tenant
                  or  Tenant's  agents,  employees,  contractors  and  invitees,
                  Tenant  shall  provide  Landlord  a copy of the  Order  within
                  fifteen (15) business days following  Tenant's  receipt of the
                  Order.  Prior to  Tenant's  compliance  with  any such  Order,
                  Tenant shall have the right, at Tenant's cost and expense,  to
                  challenge or contest the validity or  application  of any such
                  Order and Tenant may delay  compliance  therewith  until final
                  determination of such proceeding.  Landlord,  at Tenant's cost
                  and  expense,  shall  reasonably  cooperate  with  Tenant  and
                  deliver any appropriate papers or other documents which may be
                  necessary  or  proper  to  permit  Tenant  so to  contest  the
                  validity or application of any such Order.  Promptly following
                  Tenant's  receipt  of  any  such  Order,  or if  Tenant  shall
                  challenge or contest any such Order,  promptly  following  the
                  final  determination  of any  such  proceeding,  Tenant  shall
                  commence  and   diligently   and  in  good  faith  pursue  the
                  completion of any corrective  action required by the Order, as
                  the  same may be  revised  in any such  final  proceeding.  If
                  Landlord  shall  receive  any  such  Order,  directly  from  a
                  Regulatory Agency, Landlord shall provide Tenant a copy of the
                  Order  received by Landlord  within fifteen (15) business days
                  following  Landlord's receipt of the Order. The obligations of
                  Tenant  under  this  Section  6.20 with  respect to any matter
                  covered by an Order  received by Landlord are  conditioned  on
                  Landlord  timely  providing  a copy of the Order  received  by
                  Landlord to Tenant as provided herein.

         6.21.    If  Tenant  receives  an Order to take any  corrective  action
                  under  any  environmental  law  regarding  the  use,  storage,
                  disposal,  discharge or existence of Hazardous  Materials upon
                  the  Premises by Landlord or any third party other than Tenant
                  or  Tenant's  agents,  employees,  contractors  and  invitees,
                  Tenant shall provide  Landlord a copy of the Order received by
                  Tenant within  fifteen (15) business days  following  Tenant's
                  receipt of the Order. Prior to Landlord's  compliance with any
                  such Order,  Landlord shall have the right, at Landlord's cost
                  and   expense,   to  challenge  or  contest  the  validity  or
                  application   of  any  such  Order  and   Landlord  may  delay
                  compliance   therewith  until  final   determination  of  such
                  proceeding.  Tenant,  at ]Landlord's  cost and expense,  shall
                  reasonably cooperate with Landlord and deliver any appropriate
                  papers or other  documents which may be necessary or proper to
                  permit  Landlord so to contest the validity or  application of
                  any such Order.  Promptly  following  Landlord's  receipt of a
                  copy of such Order from Tenant, or if Landlord shall challenge
                  or  contest  any such  Order,  promptly  following  the  final
                  determination of any such proceeding,  Landlord shall commence
                  and  diligently and in good faith pursue the completion of any
                  corrective  action  required by the Order,  as the same may be
                  revised  in any such  final  proceeding.  The  obligations  of
                  Landlord  under this  Section  6.21 with respect to any matter
                  covered by an Order are conditioned on Tenant timely providing
                  a copy of the Order received by Tenant to Landlord;  provided,
                  however,  that if Landlord  should  receive an Order  directly
                  from a Regulatory Agency, Landlord shall comply with any, such
                  Order in accordance  with the  provisions of this Section 6.21
                  (including  Landlord's  right  to  challenge  or  contest  the
                  validity or application of any such Order as provided herein).

         6.22.    For  purposes of this Lease,  the term  "Hazardous  Materials"
                  shall be defined as all  substances  presently  designated  or
                  hereafter  designated as being hazardous  substances under any
                  Laws,  and all other wastes and  substances,  now or hereafter
                  defined as hazardous,  toxic, dangerous or otherwise regulated
                  under federal, state or local environmental law or regulation,
                  including  (but  not  limited  to)   explosives,   radioactive
                  materials,   polychlorinated   biphenyls   (PCBs),   petroleum
                  products,  asbestos,  asbestos containing  materials and radon
                  gas."

         17.  Sections 11.1 and 11.2 of this Lease are deleted in their entirety
and the following is substituted in lieu thereof

         "11.1.   Tenant shall have Two (2), Five  (5)-year  option(s) to extend
                  the  Term of  this  Lease  (each  such  option  to  extend  is
                  hereinafter referred to as an "Option to Extend" and each such
                  additional  extension  period of five (5) years is hereinafter
                  referred to as an "Extension Term"),  subject to the following
                  conditions  precedent:  (i) no Event of Default  exists at the
                  time Tenant  exercises the  applicable  Option to Extend;  and
                  (ii) Tenant shall give Landlord notice in writing at least six
                  (6) months prior to the  expiration of the initial Term or the
                  first  Extension Term, as the case may be, that Tenant intends
                  to extend the Term (each such notice is  hereinafter  referred
                  to as an  "Option  Notice").  Each  Extension  Term  shall  be
                  subject  to all of the terms  and  conditions  of this  Lease,
                  except  that  the  amount  of Base  Rent to be paid by  Tenant
                  during  each such  Extension  Term shall be adjusted to 95% of
                  the then "Prevailing Market Rate" (as hereinafter defined).

         11.2.    "Prevailing Market Rate" shall mean the prevailing market rent
                  per  rentable  square  foot  per  month  as of the date of the
                  Option  Notice for  comparable  space in the  Building  or any
                  other comparable  building  located in the Project,  and for a
                  lease term  comparable to the  applicable  Extension  Term. If
                  there is no such comparable space in the Project being offered
                  to prospective  tenants for a comparable lease term during the
                  six (6) months  immediately  preceding  the date of the Option
                  Notice,  the  Prevailing  Market  Rate shall be based upon the
                  prevailing market, rent being charged for comparable space and
                  lease term in  buildings  comparable  to the  Building  in the
                  Vista,  California  metropolitan  area  ("Market  Area")  with
                  similar  amenities  and taking  into  consideration  location,
                  leasehold  improvements,  the term of the lease required,  the
                  total amount of space within the  Premises,  the extent of all
                  services to be provided and such other factors  generally used
                  by MAI appraisers in determining  rental values for properties
                  similar to the Premises.  Regardless of whether the applicable
                  proposed new Base Rent to be charged for the  Premises  during
                  the   applicable   Extension  Term  is  based  upon  the  then
                  Prevailing Market Rate for comparable space and lease term for
                  a building in the Project,  or based upon the then  Prevailing
                  Market Rate for comparable  space and lease term in comparable
                  buildings in the Market Area,  in no event will rent which has
                  not been set or adjusted during the six (6) months immediately
                  preceding   the  date  of  the  Option  Notice  be  considered
                  "prevailing" or "current".

         11.3.    Within  thirty (30) days of  Landlord's  receipt of the Option
                  Notice for an applicable Extension Term, Landlord shall notify
                  Tenant in  writing  of the then  Prevailing  Market  Rate,  as
                  determined by Landlord and the proposed amount of Base Rent to
                  be paid during the  applicable  Extension  Term.  Tenant shall
                  have  until  thirty  (30) days  after  Tenant's  receipt  from
                  Landlord  of such  proposed  Base  Rent  adjustment  to notify
                  Landlord  in writing as to whether  Tenant  accepts or rejects
                  the proposed Base Rent adjustment.  If Tenant fails to respond
                  to Landlord's proposed Base Rent adjustment within said thirty
                  (30) day period or Tenant timely notifies  Landlord in writing
                  that Tenant  accepts the proposed Base Rent  adjustment,  then
                  the  proposed  Base  Rent  adjustment  shall be the Base  Rent
                  payable by Tenant  during the  applicable  Extension  Term. If
                  Tenant  timely  notifies  Landlord  that  Tenant  rejects  the
                  proposed Base Rent adjustment submitted to Tenant by Landlord,
                  then the Base Rent for the applicable  Extension Term shall be
                  determined according to the following procedure:

                  11.3.1.   Within  ten (10) days  after the  expiration  of the
                            thirty (30) day period  provided for above,  each of
                            Tenant and Landlord shall appoint, by written notice
                            to the other,  an MAI  appraiser (A) having at least
                            ten (10) years  experience in appraising  commercial
                            property  comparable  to the  Premises in the Market
                            Area,   and  (B)  currently   certified   under  the
                            continuing   education   program  of  The  Appraisal
                            Institute,  or its  successors  or assigns (any such
                            appraiser  meeting the foregoing  requirements to be
                            hereinafter  called  an  "Appraiser").  If Tenant or
                            Landlord  fails to appoint an Appraiser  during such
                            ten (10) day period, then the Appraiser appointed by
                            the party not failing to make such appointment shall
                            determine   the  Base  Rent   payable   during   the
                            applicable Extension Term. Otherwise, the Appraisers
                            appointed as aforesaid shall, for a period of thirty
                            (30) days following  their  appointment,  attempt to
                            agree  upon  the.  Base  Rent  for  the   applicable
                            Extension  Term using the standards set forth above.
                            If said Appraisers are unable to agree upon the such
                            Base Rent within  such thirty (30) day period,  then
                            within  ten (10) days after the  expiration  of said
                            thirty  (30)  day  period,   said  Appraisers  shall
                            appoint a third  Appraiser.  In case said Appraisers
                            shall  refuse or are  unable  to agree  upon a third
                            Appraiser,   then  such  third  Appraiser  shall  be
                            appointed  by the then acting  president  of the San
                            Diego  Chapter of The  Appraisal  Institute,  or its
                            successors or assigns, or if such president shall be
                            unwilling to make such appointment;, then such third
                            appraiser  shall be selected by drawing  from a pool
                            of two (2) or more Appraisers,  which such president
                            deems  qualified.  For a period of thirty  (30) days
                            after the appointment of such third Appraiser,  each
                            of the  three  (3)  Appraisers  shall  independently
                            determine  the amount of Base Rent to be paid during
                            the applicable  Extension Term,  using the standards
                            set forth  above,  and the Base  Rent  determination
                            which is  neither  the  highest  nor  lowest  of the
                            determinations of the Base Rent  determinations made
                            by such three (3) Appraisers  shall be the Base Rent
                            payable during the applicable Extension Term.

                  11.3.2.   Each  party  shall  bear the  cost of the  Appraiser
                            appointed  by or on  behalf  of it and if the  third
                            Appraiser  is  appointed,  the  cost of  such  third
                            Appraiser  shall  be  divided  equally  between  the
                            parties.  In performing  their work  hereunder,  the
                            Appraisers  shall (i) employ all of those techniques
                            and  approaches   used  by  MAI  appraisers  in  the
                            ordinary   course  of  their  work  to  complete  an
                            appraisal  in  accordance   with  the  standards  of
                            professional   practice  and  code  of  professional
                            ethics of The Appraisal Institute, or its successors
                            or  assigns,   and  (ii)   conform  to  the  uniform
                            standards of professional appraisal practice.

         11.4     If Tenant  properly  exercises the Option to Extend,  Landlord
                  and Tenant shall execute an amendment to this Lease reflecting
                  the terms and  conditions of the  applicable  Extension  Term,
                  within  thirty (30) days after the  determination  of the Base
                  Rent to be paid by Tenant during said Extension Term.

         18.  Landlord  and Tenant  acknowledge  that,  in  accordance  with the
provisions of the Americans with Disabilities Action (the "ADA"), responsibility
for  compliance  with the  terms and  conditions  of Title III of the ADA may be
allocated  as between  Landlord  and  Tenant.  Notwithstanding  anything  to the
contrary   contained  in  this  Lease,   Landlord  and  Tenant  agree  that  the
responsibility  for compliance  with the ADA shall be allocated as follows:  (i)
Tenant shall be responsible  for compliance  with the provisions of Title III of
the ADA with respect to the construction by Tenant of any Tenant Improvements or
Alterations,  (ii)  Landlord  shall  be  responsible  for  compliance  with  the
provisions of Title III of the ADA in providing all of Landlord's  Work required
under this  Lease,  exclusive,  however,  of any  improvements  to the  Premises
constructed by Landlord  strictly in accordance with Tenant  generated plans and
specifications;  and (iii)  Landlord the portions of the Building,  the Lot, the
Unit Shared Use Areas and the Project  which  Landlord is  obligated  to repair,
maintain or replace.  Landlord and Tenant each agree to indemnify  and hold each
other  harmless from and against any claims,  damages,  costs,  and  liabilities
arising out of Landlord's or Tenant's failure,  or alleged failure,  as the case
may  be,  to  comply  with  Title  III of the  ADA as  set  forth  above,  which
indemnification  obligation  shall survive the expiration or termination of this
Lease.  Landlord and Tenant each agree that the allocation of responsibility for
ADA compliance  shall not require Landlord or Tenant to supervise,  monitor,  or
otherwise  review the  compliance  activities  of the other with  respect to its
assumed  responsibilities for ADA compliance as set forth herein. The allocation
of  responsibility  for ADA  compliance  between  Landlord  and Tenant,  and the
obligations  of  Landlord  and Tenant  established  by such  allocations,  shall
supersede  any other  provisions  of the Lease that may  contradict or otherwise
differ from the requirements of this section.

         19.  Sections  15.1  through  15.4 of this  Lease are  deleted in their
entirety and the following is substituted in lieu thereof:

         15.1.    The schedule  attached to this Lease as Exhibit "F" sets forth
                  Landlord's  and Tenant's  agreements  as to how the  "Building
                  Operating Expenses",  "Unit Common Area Expenses" and "Project
                  Common Area Expenses" listed on such schedule are to be billed
                  and paid  during  the Term.  With  respect  to those  Building
                  Operating  Expenses,  Unit  Common Area  Expenses  and Project
                  Common  Area  Expenses  which  Landlord  shall bill Tenant for
                  reimbursement, the total of such expenses billed to Tenant for
                  each  calendar  year (as  prorated  for any period less than a
                  calendar year) shall not exceed an amount equal to 103% of the
                  total  amount  of  such  expenses  billed  to  Tenant  for the
                  immediately  preceding  calendar  year  (as  prorated  for any
                  period  less than a  calendar  year).  However,  when  Tenant,
                  occupies   Suite  C,  the  Operating   Expenses  shall  change
                  accordingly.

         15.2.    With respect to those  expenses  designated  on Exhibit "F" as
                  being  expenses  which Landlord shall bill Tenant for Tenant's
                  pro-rata  share  during  the  first  year of the  Lease,  such
                  expenses  shall  be  paid  monthly  on the  first  day of each
                  calendar month.  The monthly amount to be paid by Tenant shall
                  be an  amount  equal to  Landlord's  best  estimate  (based on
                  Landlord's  budgeted  figures)  of  Tenant's  monthly pro rata
                  share  of each  such  expense.  Landlord  estimates  that  the
                  Tenant's  monthly  pro  rata  share of such  expenses  will be
                  approximately $1,100.00 per month during the first year of the
                  Lease.  Within ninety (90) days following the end of the first
                  year  of the  Lease,  Landlord  shall  furnish  Tenant  with a
                  statement  covering  such year  (certified  as  correct  by an
                  authorized  representative  of  Landlord,  or if  requested by
                  Tenant by a certified public accountant,  at Tenant's expense)
                  showing (i) the total amount of such expenses paid by Landlord
                  during such year;  (ii) the amount of Tenant's  pro rata share
                  of such  expense;  and (iii) the payments  made by Tenant with
                  respect to such year. If Tenant's  payments  exceed the actual
                  amount of  Tenant's  pro rata share of such  expenses,  Tenant
                  shall be  entitled  to  offset  the  excess  against  the next
                  payments due Landlord as set forth in this  Article.  However,
                  if Tenant's pro rata share of such expenses  exceeds the total
                  amount of Tenant's  payments to Landlord for such year, Tenant
                  shall pay Landlord the  deficiency  within ten (10) days after
                  receipt of such statement.

         15.3.    The "Building Operating Expenses", "Unit Common Area Expenses"
                  and  "Project  Common  Area  Expenses"  billed  to  Tenant  by
                  Landlord  shall not include the  following  (the cost of which
                  shall be borne by  Landlord):  (1) real estate  brokerage  and
                  leasing  commissions;  (2) cost of  alterations  of any  other
                  tenant's  premises;  (3)  marketing  or  advertising  costs to
                  solicit new tenants;  (4) wages,  salaries,  fees,  and fringe
                  benefits  paid to  administrative  or  executive  personnel or
                  officers or partners of Landlord not having  direct day to day
                  responsibility  for  operating  or  providing  services to the
                  Building;  (5) cost of  repairs or other  work  occasioned  by
                  fire, windstorm or other casualty of an insurable nature or by
                  the  exercise  of eminent  domain,  or any  expense  for which
                  Landlord is compensated by another  source  including  without
                  limitation proceeds of insurance or agreements of indemnity or
                  surety bonds or guaranties;  (6) Landlord's  general overhead;
                  (7) costs for  sculptures,  paintings or other objects of art;
                  (8) ground lease  rentals,  principal  or interest:  payments,
                  refinancing  charges or points,  or penalties  resulting  from
                  late  payments by the  Landlord,  or  depreciation;  (9) costs
                  incurred in  connection  with the cure or correction of latent
                  defects at the Building and costs incurred in connection  with
                  the removal or clean-up of  Hazardous  Substances  by Landlord
                  pursuant  to the terms of this Lease;  (10) costs  incurred in
                  connection   with   renovating   or  otherwise   improving  or
                  decorating,  painting or  redecorating  leased space for other
                  tenants or other occupants or vacant tenant space,  other than
                  common areas; (11) any costs,  fines or penalties incurred due
                  to  actual  or  alleged   violations   by   Landlord   of  any
                  governmental rule or authority; (12) cost of legal, accounting
                  and other  professional  services  incurred by  Landlord,  and
                  costs of audits of any kind; (13) costs incurred to make major
                  repairs or replacements of any defective initial  construction
                  of the Building and related  appurtenances  regardless  of how
                  such  costs  are   characterized   under  generally   accepted
                  accounting principles and (14) costs of capital improvements.

         20.  Landlord  agrees to, and hereby does,  indemnify,  defend and save
harmless Tenant,  its officers,  agents and employees from all claims,  actions,
demands,   damages,  costs,  expenses  and  liabilities  whatsoever,   including
reasonable  attorneys'  fees, on account of any real or claimed loss,  damage or
liability  arising out of Landlord's  activities in, on or at the Premises,  the
Building,  the Lot and the Unit Shared Use Areas or any  repairs or  alterations
which may be made to the Premises, the Building, the Lot and the Unit Shared Use
Areas by Landlord,  its agents,  contractors or employees or occasioned in whole
or in  part  by the  act or  omission  of  Landlord,  its  agents,  contractors,
employees  or invitees,  or any breach of this Lease by Landlord,  except to the
extent directly attributable to the negligence or willful misconduct of Tenant.

         IN WITNESS  WHEREOF,  the  parties  hereto have caused this Rider to be
executed on the date first above written.


                                    LANDLORD:

                                    NONAR ENTERPRISES, a California general
                                    partnership


                                    By: /s/ Michael Cafagna
                                    ------------------------------------------
                                    Name:  Michael Cafagna
                                    Title:  General Partner


                                    TENANT:

                                    VERSAFORM CORPORATION, a California
                                    corporation


                                    By: /s/ Ronald S. Saks
                                    ------------------------------------------
                                    Name:  Ronald S. Saks
                                    Title: President