STANDARD OFFICE LEASE
                             BROOKHOLLOW OFFICE PARK
                                 By and Between
              John Hancock Mutual Life Insurance Company, as Lessor
                                       and
                        Sangui Bio Tech, Inc., as Lessee
                             Dated: September 4,1996

<PAGE>

TABLE  OF  CONTENTS
Page

l.      Basic  Lease  Provisions  ("Basic  Lease  Provisions")                1
2.      Premises,  Parking  and  Common  Areas                                1
3.      Term                                                                  2
4.      Rent                                                                  3
5.      Security  Deposit                                                     6
6.      Permitted  Use                                                        6
7.      Maintenance,  Repairs,  Alterations  and  Common  Area  Services      6
8.      Insurance;  Indemnity                                                 8
9.      Damage  or  Destruction                                              10
10.     Real  Property Taxes                                                 11
11.     Utilities                                                            12
12.     Assignment and Subletting                                            12
13.     Default;  Remedies                                                   14
14.     Condemnation                                                         16
15.     Broker's  Fee                                                        17
16.     Estoppel Certificate                                                 17
17.     Lessor's  Liability                                                  17
18.     Severability                                                         17
19.     Interest  on  Past-due  Obligations                                  17
20.     Time  of  Essence                                                    17
21.     Additional  Rent                                                     18
22.     Incorporation  of  Prior  Agreements;  Amendments                    18
23.     Notices                                                              18
24.     Waivers                                                              18
25.     Recording                                                            18
26.     Holding  Over                                                        18
27.     Covenants  and Conditions                                            18
28.     Binding  Effect; Choice of Law                                       18
29.     Subordination                                                        18
30.     Attorneys'  Fees                                                     19
31.     Lessor's  Access                                                     19
32.     Auctions                                                             19
33.     Signs                                                                19
34.     Merger                                                               19
35.     Consents                                                             19
36.     Guarantor                                                            20
37.     Quiet  Possession                                                    20
38.     Security  Measures--Lessor's  Reservations                           20
39.     Easements                                                            20
40.     Building  Planning                                                   20
41.     Lessor's Right to Perform                                            21
42.     Limitation  on  Lessor's  Liability                                  21
43.     Toxic  Materials                                                     21
44.     Authority                                                            23
45.     Conflict                                                             23

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46.     No  offer                                                            23
47.     Lender  Modification                                                 23
48.     Multiple  Parties                                                    23
49.     Work  Letter                                                         23
50.     Waiver of Jury Trial                                                 23
51.     Attachments                                                          24


EXHIBIT  A          PREMISES  FLOOR  PLAN
EXHIBIT  B          OFFICE  BUILDING  PROJECT
EXHIBIT  C          RULES  AND  REGULATIONS
EXHIBIT  D          WORK  LETTER
EXHIBIT  E          OMITTED
ADDENDUM            OPTION  TO  EXTEND

<PAGE>


                                 STANDARD  OFFICE  LEASE
                               BROOKHOLLOW  OFFICE  PARK


1.     Basic  Lease  Provisions  ("BASIC  LEASE  PROVISIONS").

1.1    Parties.  Thus  Lease is dated for reference purposes only September 4.
       1996,  by  and between  John Hancock Mutual Life Insurance Company,
       a Massachusetts corporation (herein  called  "Lessor"  or  "Landlord"),
       and Sangui BioTech. Inc.a Delaware corporation,  (herein  called
       "Lessee" or  "Tenant").

1.2    Premises.  A  total  of approximately 3,360rentable square feet, more or
       less,  of  the building  described in  paragraph 1.3, as defined further
       in paragraph 2 and as shown  on  Exhibit  A  hereto  and known as Suite
       354(the  "Premises").

1.3    BuildinG.  Commonly described as being located at 1508Brookhollow Drive,
       in  the  City of  Santa  Ana,  County of Orange, State of California,
       the legal description of which  is  set forth in Exhibit B hereto, and
       as further defined in paragraph 2.

1.4    Permitted  Use.  Diagnostic  laboratory,  research  arid development and
       related  office  uses, subject  to  paragraph  6.

1.5    Term.  Thirty  eight  (38)  months, commencing as set forth in paragraph
       3.1.

1.6    Base Rent. $2,520.00 , per month, payable on the 1st  day of each month,
       in  advance,  as provided  in  paragraph  4.1.

1.7    Base  Rent  Increase.  The monthly Base Rent payable under paragraph 1.6
       above  shall  be  adjusted  as  provided  in  paragraph  4.1  below.

1.8    Rent  Paid  Upon  Execution.  The  first  month's Base Rent, $2,520.00 .

1.9    Security  Deposit.  $2,520.00.

1.10   Lessee's  Expense  Share  And  Lessee's  Tax  Share.  .927%, subject to
       paragraph  4.2,  and subject  to  adjustment  to  the  actual  rentable
       square  footage  of the Premises.

1.11   Expense  Base  Year.  Calendar  year  1996.

1.12   Tax  Base  Year.  Calendar  Year  1996.

1.13   Target  Commencement  DatE.  October  1,1996.


1.14   Payee.  "Brookhollow  Office  Park  Operating  Account"


<PAGE>

1.15     Landlord's  Address.         c/o  Tooley  &  Company
                                      1522  Brookhollow  Drive,  Suite  3
                                      Santa  Ana,  CA  92705


46.     Premises,  Parking  and  Common  Areas.

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

2.2     Vehicle  Parking.  So  long as Lessee is not in default of the rules and
regulations  attached  hereto as  Exhibit C, and as established by Lessor from
time to time, Lessee shall be entitled  to  use,  for  parking  for its
employees and guests, Ten (10) parking spaces,  which  shall be unreserved
spaces. If Lessee commits, permits or allows any  of  the  prohibited activities
described in the Lease or the rules then in effect  with  regard to the use of
parking, then Lessor shall have the right and remedies that it may have, to
remove or tow away the vehicle involved and charge the  cost  to  Lessee,  which
cost  shall be immediately payable upon demand of Lessor.

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

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

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

2.5.1   To  make  changes  to  the  Building  interior and exterior and Common
Areas,  including,

<PAGE>
without  limitation, changes in the location, size, shape, number and appearance
thereof,  including  but  not  limited  to  the lobbies, windows, stairways, air
shafts,  elevators, escalators, restrooms, driveways, entrances, parking spaces,
parking  areas,  loading  and  unloading  areas,  ingress,  egress, direction of
traffic,  decorative  walls,  landscaped  areas and walkways; provided, however,
Lessor  shall at all times provide the parking facilities required by applicable
law;

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

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

2.5.4     To  add  additional  buildings  and  improvements to the Common Areas;

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

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

47.     Term

3.1     Term.    The  Term  of this Lease shall be as specified in paragraph 1.5
of  the  Basic  Lease Provisions,  commencing  upon  the Commencement Date. The
"Commencement Date" of this  Lease  shall  be  (lie  earlier  of  (i)  the  date
on which Lessee lakes possession  of or commences business operations upon the
Premises or any portion thereof;  or  (ii)  the  date  of the Tender of
Possession under paragraph 3.2.1 below.

3.2     Delay  In  Possession.  Notwithstanding the Target Commencement Date, as
specified  in paragraph  1.13  of  the Basic Lease Provisions, if for any reason
Lessor cannot deliver  possession of the Premises to Lessee in the condition
called for by the work  letter  of even date herewith being entered into by and
between Lessor and Lessee,  a copy of which is attached hereto as Exhibit D
(the "Work Letter"), on said  date  and  subject  to paragraph 3.2.2, Lessor
shall not be subject to any liability  therefor, nor shall such failure affect
the validity of this Lease or the obligations of Lessee hereunder or extend the
Term hereof: but in such case, Lessee  shall  not  be  obligated to pay rent or
perform any other obligation of lessee  under  the  terms  of this lease, except
as may be otherwise provided in this  Lease,  until  possession  of  the
Premises  is  tendered  to  Lessee, as hereinafter  defined.  Lessor  and
Lessee shall mutually establish a reasonable target  date  for  occupancy  based
upon  a  mutually  agreed upon schedule for planning.,  construction  and
substantial  completion  of  Lessee's  interior improvements. The current Target
Commencement Date is as specified in paragraph 1.13  of  the  Basic  Lease
Provisions.  During  the  construction  of Lessee's improvements,  Lessee
shall be granted access during reasonable times, in order to  install  equipment
and telephones, provided that Lessee shall not interfere with  the  construction
of  such  improvements.

3.2.1    Possession  Tendered-  Defined.  Possession  of  the Premises shall be
deemed  tendered  to  Lessee

<PAGE>
("Tender  of  Possession")  when  (1)  the improvements to be provided by Lessor
under  this  Lease  and  the  work  letter  are substantially completed, (2) the
Building utilities are ready for use  in the premises, (3) lessee has reasonable
access  to  the  premises,  and  (4)  ten (10) days shall have expired following
advance  written  notice to lessee of the occurrence of the matters described in
(1),  (2) and (3), above of this paragraph 3.2.1. notwithstanding the foregoing,
if  the lessee is leasing the premises in its "as-is" condition, then the tender
of  possession  shall  be  deemed  to  occur  on  the  target commencement date.

32.2     Delays  Caused  By  Lessee. there shall be no abatement of rent, to the
extent  of  any  delays  caused  by  acts  or  omissions  of lessee, its agents,
employees  and  contractors.

3.3      Early Possession. if lessee occupies the premises prior to said target
commencement  date, such  occupancy shall be subject to all provisions of this
lease, such occupancy shall  not  change  the  expiration date, and lessee shall
pay prorated rent for such  occupancy  based  on  the  actual  number of days in
the applicable month.

3.4      Uncertain  Commencement.  upon  the  determination  of  the  actual
commencement  date,  lessee and lessor shall, upon request by lessor, execute  a
(this verbatim was omitted) acceptance  of  office space hereto establishing
(lie commencement date pursuant to  paragraph  3.1  above.

48.     Rent.

4.1     Base  Rent. except as may be otherwise expressly provided in thus lease,
lessee shall pay to lessor the base rent for the premises set forth in paragraph
1.6 of the basic lease provisions, without offset or deduction. lessee shall pay
lessor upon execution hereof the advance base rent described in paragraph 1.8 of
the  basic lease provisions. rent for any period during the term hereof which is
for  less  than one month shall be prorated based upon the actual number of days
of  the  calendar  month  involved. rent shall be payable in lawful money of the
united  states  to  the  payee  specified  in  paragraph 1.14 of the basic lease
provisions  and  at  the  address specified in paragraph 1.15 of the basic lease
provisions  or  to  such  other  persons  or  at such other places as lessor may
designate  in  writing.  the  monthly  base  rent  shall  be  as  follows:

Starting               Rent  Per  Month     Rent  Per  Year

10/01/96                   $2,520.00
11/01/96-12/31/96          $-0
01/01-97-09/30/97          $2,520.00          $25,200.00

10/01/97-09/30/98          $2,620.80          $31,449.60

10/01/98-11/30/99          $2,721.60          $38,102.40

                                   TOTAL:     $94,752.00
                                              ----------

4.3        Definitions.  the  following  definitions  shall  apply  to this
article  4:

4.2.1      "Expense  Base  Year"  shall  be  as specified  in  paragraph  1.11
of  the  basic  lease provisions.

4.2.2      "Tax  Base  Year" shall be as specified in  paragraph  1.12  of  the
basic  lease provisions.

4.2.3       "Expense  Comparison  Year" shall mean each  successive  calendar
year after the expense base year during the lease  term.


<PAGE>
4.2.4      "Tax  Comparison  Year"  shall  mean each successive calendar  year
after  the  tax  base  year  during  the  lease  term.

4.2.5      "Lessee's  Expense  Share"  shall  mean  the percentage  set fords in
paragraph 1.10 of     the basic lease provisions, which percentage  has  been
determined by dividing the approximate rentable square footage  of  the
premises  by  the  total  approximate  rentable square footage contained in
the Office Building Project.  It is understood and agreed that the  square
footage  set  forth  in  the  Basic  Lease Provisions  are  approximations which
Lessor and Lessee agree are reasonable and shall  not be subject to revision
except in connection with an unusual change in the size of the Premises or a
change in the space available  for  lease  in  the  Office  Building  Project.
It  is  further agreed that Lessee shall in no event be entitled to a credit to
or adjustment of Lessee's  Expense Share  payable  hereunder, even if the  radio
of  Operating  Expenses  actually  paid  by  Lessee compared  to  total
Operating  expenses  actually  paid by other lessees of the Office  Building
Project exceeds Lessee's Expense Share (as  it  might,  by  way  of  example
only  and  not  limitation,  if  some leases  of  the Office Building Project
are made on a full-gross basis, in which case the lesssees under  such  leases
would not directly  pay  any  portion  of  the  Operating  Expenses  or
increase therein.).

4.2.6      "Lessee's  Tax  Share"  shall mean the percentage specified  in
paragraph 1.10 of the Basic Lease Provisions, which  percentage  has  been
determined  by  dividing  the  approximate rentable square footage of the
Premises by the total approximate rentable square footage  contained in the
Office Building Project. It is understood  and  agreed  that  the  square
footage  figures  set  forth in  the  Basic Lease Provisions are approximations
which Lessor and Lessee agree are  reasonableand  shall not be subject to
revision except  in  connection  with  an  actual  change  in  the  size
of  the Premises  or  a  change  in the space available for lease in the Office
Building Project.  It  is  agreed  that Lessee  shall in no event be entitled
to  a  credit  to  or  adjustment  of  Lessee's  Tax  Share  payable hereunder,
even  if  the  ratio  of  Applicable  Taxes  actually paid by Lessee compared
to total applicable Taxes actually paid  by  other  lessees  of  the  Office
Building Project exceeds Lessee's Tax Share.

4.2.7.1    "Operating  Expenses"  is  defined,  for purposes  of  thus  Lease,
to  include  all costs, if any, incurred  by  Lessor  in  the  exercise  of  its
reasonable  discretion,  for:

4.2.7.1     The  operation,  management, repair, maintenance,  and  replacement,
in neat, clean, safe, good order and condition, of the Office Building Project,
including, but  not  limited  to,  the following::

4.2.7.1.1.  The  Common  Areas,  including, but not limited to, their  surfaces,
coverings, decorative items, carpets, drapes and window coverings, and including
parking  areas,  loading  and unloading areas, trash areas, roadways, sidewalks,
walkways, stairways, parkways, driveways, landscaped  areas,  striping  bumpers,
irrigation  systems, Common  Area  lighting facilities, building exteriors
(including exterior glass) and  roofs, fences  and  gates;

4.2.7.1.2   All  heating,  air  conditioning,  plumbing,electrical systems, life
safety  equipment, telecommunication  and  other  equipment  used  in  common
by,  or  for  the benefit  of,  lessees  or  occupants  of  the Office Building
Project, including elevators  and  escalators, lessee  directories,  fire
detection  systems  including  sprinkler system maintenance  and  repair.


<PAGE>

4.2.7.2      Trash  disposal,  janitorial  and  security  services;

4.2.7.3      Any  other  service  to  be  provided  by  Lessor  that  is
elsewhere  in  this Lease stated to be an "Operating Expense";

4.2.7.4      The cost of the premiums for the liability and property insurance
policies  to  be  maintained  by  Lessor  under  paragraph  8  hereof;

4.2.7.5      The  cost  of  water,  sewer,  gas,  electricity, and other
publicly  mandated  services  to  the  Office  Building  Project;

4.2.7.6      Labor,  salaries  and applicable fringe benefits and costs,
materials,  supplies  and tools, used in managing, operating, maintaining and/or
cleaning  the  Office  Building Project and accounting and a  management fee
attributable  to  the  operation  of  the  Office  Building  Project.

4.2.7.7      Replacing  and/or  adding  improvements  mandated  by  any
governmental  agency  and  any repairs or removals necessitated thereby,
including  without  limitation,  for  seismic  safety  or compliance with the
Americans with Disabilities Act, such costs to be amortized over its useful life
according  to Federal  income  tax  regulations  or  guidelines  for
depreciation  thereof (including interest on the unamortized balance as  is
then  reasonable  in  the  judgment  of  Lessor's  accountants);

4.2.7.8       Replacements  of  equipment  or improvements, as amortized
over  such  equipment  or improvement's  useful life for depreciation
purposes  according  to  federal  income  tax  guidelines;

4.2.7.9       Environmental  Damages  (as hereinafter defined) to the  extent
not  recovered  by  Lessor directly  from  any  lessees  of  the  Office
Building  Project.

For  purposes  of this Lease, Operating Expenses shall not include  taxes
covered  under  paragraph 4.2.8  below,  interest expense (except as provided
in paragraph 4.2.7.7 above), leasing  commissions, depreciation on the
improvements contained in the Building (except  as  provided  in  paragraph
4.2.7.7  above),  the  cost  of  capital expenditures  not  included  within
paragraphs  4.2.7.7 or 4.2.7.8 above or any costs  which  are paid by tenant
directly to third parties or as to which Lessor is  otherwise  reimbursed  by
any  other  tenant,  third  party or by insurance proceeds. The computation of
Operating Expenses shall be made in accordance with fair  and  reasonable
accounting  principles  customarily  applied by owners of similar  properties
in  Orange  County,  California.


<PAGE>
4.2.8       "Applicable  Taxes"  shall  mean  all  taxes,
assessments  and  charges  levied on or with respect to the Building, the Office
Building  Project,  or  any  personal  property  of Lessor used in the operation
thereof  and  payable  by  Lessor.  Applicable  Taxes  shall  include,  without
limitation, all general real property taxes and general and special assessments,
fees,  assessments  or  charges  for  transit,  police,  fire,  housing,  other
governmental  services,  or purported benefits of the Building, service payments
in  lieu  of  taxes, and any tax, fee or excise on the act of entering into this
Lease or on the use or occupancy of the  Building or any part thereof, or on the
rent payable under any lease or in connection with the business of renting space
in  the Building, that are now or hereafter levied on or assessed against Lessor
by,  or  payable by Lessor as a result of, the requirements of the United States
of  America,  the  Stale  of  California,  or  any political subdivision, public
corporation,  district  or  other  political  or  public  entity, and shall also
include  any  other  tax,  fee  or  other excise, however described, that may be
levied  or  assessed  as  a substitute for, or as an addition lo, in whole or in
part,  any  other taxes. Applicable Taxes shall not include franchise, Transfer,
inheritance or capital stock taxes or income taxes measured by the net income of
Lessor  from all sources, unless, due to a change in the method of taxation, any
of  such  taxes  are  levied  or assessed against Lessor as a substitute for, in
whole  or  in part, any other tax which would otherwise constitute an Applicable
Tax.  Applicable  Taxes  shall  also  include  reasonable  legal fees, costs and
disbursements  incurred  in connection with proceedings to contest, determine or
reduce  Applicable  Taxes.  Notwithstanding,  anything  to  the contrary in this
Lease,  in the event that any Applicable Taxes are payable, or may at the option
of  tire taxpayer be paid in installments, such Applicable Taxes shall be deemed
to have been paid in installments, regardless of the method of actual payment by
Lessor, and Lessee's Tax Share of such Applicable Taxes shall only include those
installments  which  would  become  due  and  payable  during  the  Term.

4.3      Payment  Of  Increases.

4.3.1     If,  with  respect  to  any  Expense  Comparison Year, the
Operating  Expenses shall be greater than the Operating Expenses for the Expense
Base  Year, Lessee shall pay to Lessor as additional rent Lessee's Expense Share
of  any  such  increase in Operating Expenses, in the manner provided herein. In
the  event  the Operating Expenses for any Expense Comparison Year are less than
the  Operating  Expenses for the Expense Base Year, Lessee shall not be entitled
to  any  credit  or  reduction in the .Base Rent. Furthermore, in no event shall
Lessee be entitled to any credit or offset against any increase which may be due
pursuant  to  paragraph  4.3.2  hereinbelow  as a result of any such decrease in
Operating  Expenses.

4.3.2      If,  with  respect  to  any  Tax  Comparison  Year,  the
Applicable  Taxes  shall  be  greater than the Applicable Taxes for the Tax Base
Year,  Lessee  shall  pay to Lessor as additional rent Lessee's Tax Share of any
such  increase  in Applicable Taxes, in the manner provided herein. In the event
the  Applicable  Taxes  for any Tax Comparison Year are less than the Applicable
Taxes  for  the  Tax  Base  Year,  Lessee shall not be entitled to any credit or
reduction in the Base Rent. Furthermore, in no event shall Lessee be entitled to
any credit or offset against any increase which may be due pursuant to paragraph
4.3.1  hereinabove  as  a  result  of  any  such  decrease  in Applicable Taxes.

4.4     Time For Payment. The payments contemplated under paragraph 4.3 shall be
made  as  follows:

4.4.1     During  each month of each Expense Comparison Year and Tax
Comparison Year, Lessee shall pay to Lessor, with each installment of Base Rent,
one-twelfth  (1/12th)  of  the  amounts as are estimated by Lessor to be payable
pursuant  to  paragraph 4.3 with respect to each Tax Comparison Year and Expense
Comparison  Year;  provided,  however,  that  Lessor  may,  by written notice to
Lessee,  revise  its  estimates  for  such year and subsequent payments shall be
based  upon  such  revised  estimate.


<PAGE>
4.4.2     Sometime  alter  the  end  of  each  Tax  and/or  Expense
Comparison  Year,  Lessor shall deliver to Lessee a statement setting forth tire
actual  Operating  Expenses  and Applicable Taxes for lite respective Comparison
Year,  a  comparison  with  (lie Operating Expenses and Applicable Taxes for the
Base  Year  and a comparison of any amounts payable under paragraph 4.3 with the
estimated  payments  made  by Lessee. If the amounts payable under paragraph 4.3
are  less  than  the  estimated  payments  made  by  Lessee with respect to such
Comparison  Year,  tire statement shall be accompanied by a refund of the excess
by  Lessor,  or,  at  Lessor's  election,  a notice that Lessor shall credit the
excess  to  the  next  succeeding  monthly installments of the Base Rent. If the
amounts payable under paragraph 4.3 are more than the estimated payments made by
Lessee with respect to such Comparison. Year, Lessee shall pay the deficiency to
Lessor  within  thirty  (30)  days  after delivery of such statement. Statements
provided  by  Lessor  shall be final and binding upon Lessee, if Lessee fails to
contest  (lie same within ninety (90) days after the date of delivery to Lessee.

4.5      Partial  Year.  If  this Lease expires or terminates on date other than
the last day of a Comparison Year, Lessee's Tax Share and Lessee's Expense Share
for  such  Comparison  Year  shall  be  prorated according to the ratio that the
number of days during said Comparison Year that the lease was in effect bears to
365.

4.6      Vacancy Adjustment.    Notwithstanding  anything to the contrary in the
Lease,  if  during  the  Expense  Base  Year  or any Expense Comparison Year the
Building  is  less  than  100%  occupied, for the purposes of computing Lessee's
Expense  Share  for  said  year,  those Operating Expenses which vary based upon
occupancy  levels  shall  be adjusted as though the Building were 100% occupied;
provided,  however,  in  no event shall the aggregate amount collected by Lessor
from  all  tenants in the Building exceed the actual Operating Expenses for said
year.


4.7      Lessee's Right To Audit. If, within thirty (30) days following Lessee's
receipt  of  Lessor's  annual statement of actual Operating Expenses pursuant to
paragraph  4.4,  Lessee  notifies  Lessor  that Lessee desires to audit Lessor's
statement, Lessor shall cooperate with Lessee to permit such audit during normal
business hours, at Lessor's office where the business records are normally kept,
at  Lessee's  sole  cost  and  expense.

5.        Security  Deposit.  Lessee  shall  deposit  with Lessor upon execution
hereof  the  Security  Deposit  set  forth  in  paragraph 1.9 of the Basic Lease
Provisions as security for Lessee's faithful performance of Lessee's obligations
hereunder.  If  Lessee  fails  to  pay  rent  or other charges due hereunder, or
otherwise  defaults with respect to any provision of this Lease, Lessor may use,
apply  or  retain all or any portion of said deposit for the payment of any rent
or  other  charge in default or for the payment of any other sum to which Lessor
may  become obligated by reason of Lessee's default, or to compensate Lessor for
any loss or damage which Lessor may suffer thereby. If Lessor so uses or applies
all  or  any  portion  of said deposit, Lessee shall within tell (10) days after
written  demand  therefor  deposit  cash  with  Lessor in an amount sufficent to
restore  said deposit to the full amount then required of Lessee. If the monthly
Base  Rent  shall,  from  time  to time, increase during the term of thus Lease,
Lessee shall, at the time of such increase, deposit with Lessor additional money
as  a  security deposit so that the total amount of the Security Deposit held by
Lessor shall at all limes bear the same proportion to die then current Base Rent
as  the  initial  Security  Deposit  bears to the initial Base Rent set forth in
paragraph  1.6  of  the  Basic Lease Provisions. Lessor shall not be required to
keep  said  security  deposit  separate  from  its  general  accounts. If Lessee
performs  all  of  the  Lessee's obligations hereunder, said deposit, or so much
thereof as has not heretofore been applied by Lessor, shall be returned, without
payment  of  interest or other increment for its use, to Lessee (or, at Lessor's
option,  to  the  last  assignee, if any, of Lessee's interest hereunder) at the
expiration  of  the  term hereof, and after Lessee has vacated tile Premises. No
trust  relationship  is created herein between Lessor and Lessee with respect to
said  Security  Deposit,  and under no circumstances shall Lessor be required to
keep  the  Security  Deposit  separate  from  its  other  funds  or  in  an
interest-bearing  account,  nor shall Lessee be entitled to any interest on such
amounts  regardless  of  whether  or not the Security Deposit is deposited in an
interest-bearing  account.  Should  Lessor  sell  or  transfer,  voluntarily  or
othenvise,  its  interest  in  the Premises during the term hereof and if Lessor
deposits  with the purchaser or transferee thereof the then unappropriated funds
deposited  by Lessee as aforesaid, Lessor shall thereupon be discharged from any
further  liability  with  respect  to  such  Security  Deposit.

6.     Permitted  Use.


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6.1       Permitted  Use.  The  Premises shall be used and occupied only for the
purpose  set  forth  in  paragraph  1.4 of the Basic Lease Provisions and for no
other  purpose.

6.2       Compliance  With  Law.

6.2.1       Lessor  makes  no representation or warranty to Lessee regarding the
condition of the Premises or with respect to whether or not die Premises, or the
use  for  which  Lessee  will occupy die Premises, will violate any covenants or
restrictions  of  record,  or  any  applicable building code, regulation, law or
ordinance  in  effect  oil  the  Lease  Commencement Date or at any oilier time.

6.2.2       Lessee  shall, at Lessee's expense, promptly comply with
all  applicable  statutes,  ordinances,  rules,  regulations, orders, covenants,
conditions  and  restrictions  of record, and requirements of any fire insurance
underwriters  or  rating bureaus, now in effect or which may hereafter come into
effect,  whether  or not they reflect a change in policy from that now existing,
during  the  Term or any part of tile Term hereof, relating in any manner to the
Premises  and  the  occupation  and use by Lessee of tile Premises. Lessee shall
conduct  its  business in a lawful manner and shall not use or permit the use of
the Premises or the Common Areas in any manner that will tend to create waste or
a  nuisance  or  shall  tend  to  disturb other occupants of the Office Building
Project.

6.3       Condition  Of  Premises.

6.3.1      Lessor  shall deliver the Premises to Lessee on the Lease
Commencement  Date  (unless  Lessee  is  already  in  possession), but snakes no
representation  or  warranty  regarding  the  condition  of  the  Premises.

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

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

7.1     Lessor's  Obligations.

     Lessor  shall  keep  the  Office  Building Project, including the Premises,
interior  and  exterior  walls,

<PAGE>
roof,  and common areas, in good condition and repair; provided, however, Lessor
shall  not be obligated to paint, repair or replace wall coverings, or to repair
or  replace  any  improvements that are not ordinarily a part of the Building or
are  above  then  Building standards. Except as provided in paragraph 9.5, there
shall be no abatement of rent or liability to Lessor on account of any injury or
interference  with  Lessee's  business  with  respect  to  any  improvements,
alterations  or  repairs  made  by Lessor to the Office Building Project or arty
part  thereof, or on account of any interruption of services or of access to the
Premises,  Building  or  Office  Building  Project.  Lessee expressly waives the
benefits  of any statute now or hereafter in effect which would otherwise afford
Lessee  the right to make repairs at Lessor's expense or to terminate this Lease
because  of  Lessor's  failure to keep the Premises in good order, condition and
repair.


7.2     Lessee's  Obligations.

7.2.1     Notwithstanding  Lessor's obligation to keep the Premises in good
condition  and  repair, Lessee  shall  be  responsible  for  payment  of
(lie cost thereof to Lessor as additional  rent  for  that portion of the cost
of any maintenance and repair of the Premises, or any equipment (wherever
located) that serves only Lessee or the Premises,  to  the extent such cost is
attributable to causes beyond normal wear and  tear.  Lessee  shall  be
responsible for the cost of painting, repairing or replacing  wall  coverings,
and  to repair or replace any Premises improvements that  are  not ordinarily
a part of the Building or that are above then Building standards.  Lessor  tray,
al  its option, upon reasonable notice, elect to have Lessee  perform  any
particular such maintenance or repairs the cost of which is
otherwise  Lessee's  responsibility  hereunder.

7.2.2       On  the  last  day  of the Term hereof, or on any sooner
termination,  Lessee  shall surrender  the  Premises  to  Lessor in the same
condition as received, ordinary wear  and tear excepted, clean and free of
Lessee's personal property and of any debris.  Any  damage  or  deterioration
of  the  Premises  shall riot be deemed ordinary wear and tear if the same could
have been prevented by good maintenance practices  by Lessee. Lessee shall
repair any damage to tire Premises occasioned by  the  installation  or  removal
of  Lessee's  trade  fixtures,  alterations, furnishings  and  equipment.
Except  as  otherwise stated in this Lease, Lessee shall  leave  the  air lines,
power  panels,  electrical distribution systems, lighting  fixtures, air
conditioning, window coverings, wall coverings, carpets, wall  paneling,
ceilings  and  plumbing  on tire Premises and in good operating condition.

7.3       Alterations  And  Additions.

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


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

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

7.3.4      Lessee  shall  give  Lessor  not less than ten (10) days'
notice  prior  to  the  commencement  of any work in the Premises by Lessee, and
Lessor  shall  have the right to post notices of non-responsibility in or on the
Premises  or the Building as provided by law. Lessee shall at all times keep the
Premises,  the  Building and the Office Building Project free and clear of liens
attributable  in  any way to a work of improvement commissioned by Lessee, or to
the  acts  or  omissions  of  Lessee,  any  of  Lessee's  employees,  agents, or
contractors,  or  any  of  their employees, agents or sub-contractors. If Lessee
shall,  in  good  faith, contest the validity of any such lien, claim or demand,
then Lessee shall, at its sole expense defend itself and Lessor against the same
mid shall pay and satisfy any such adverse judgment that may be rendered thereon
before  the  enforcement thereof against Lessor or the Premises, the Building or
the  Office  Building  Project,  upon the condition that Lessee shall furnish to
Lessor  a  surely  bond  satisfactory  to  Lessor in an amount not less than one
hundred  fifty  percent  (150"/0) of the amount of such contested lien, claim or
demand  indemnifying  Lessor  against  liability  for  the  same and holding the
Premises,  the Building and (lie Office Building Project free from the effect of
such  lien  or  claim.  In  addition,  Lessor may require Lessee to pay Lessor's
reasonable  attorneys'  fees and costs in participating in such action if Lessor
shall  decide  it  is  to  Lessor's  best  interest  so  to  do.

7.3.5        All  alterations,  improvements,  additions and Utility
installations  (whether  or  not  such  Utility  Installations  constitute trade
fixtures  of Lessee), which may be made to the Premises by Lessee, including but
not  limited to, floor coverings, panelings, doors, drapes, built-ins, moldings,
sound attenuation, and lighting and telephone or communication systems, conduit,
wiring  and outlets, shall be made and done in a good and workmanlike manner and
of good and sufficient quality and materials and shall be the properly of Lessor
and  remain  upon  and be surrendered with the Premises at the expiration of the
Lease  Term,  unless  Lessor requires their removal pursuant to paragraph 7.3.1.
Provided  Lessee  is  not  in  default,  notwithstanding  the provisions of this
paragraph 7.3.5, Lessee's personal property and equipment, other than that which
is  affixed to the Premises so that it cannot be removed without material damage
to  the  Premises  or  the Building, and other than Utility Installations, shall
remain  the  properly  of  Lessee  and  may  be removed by Lessee subject to the
provisions  of  paragraph  7.2.

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

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

8.         Insurance;  Indemnity.


<PAGE>
8.1      Liability  Insurance-Lessee.  Lessee  shall,  at  Lessee's
expense,  obtain  and  keep  in  force during the Term of this Lease a policy of
broad  form  Commercial Liability insurance on an occurrence basis, in an amount
of  not  less  than $2;90A;0(#1 $1,1100,1100 per occurrence of bodily injury and
property  damage  combined  or  in  a greater amount as reasonably determined by
Lessor  and  shall  insure  Lessee  with Lessor as an additional insured against
liability  arising  out  of  the  use, occupancy or maintenance of the Premises.
Compliance with the above requirement shall not, however, limit the liability of
Lessee  hereunder.

8.2      Liability  Insurance-Lessor.  Although Lessor shall not be
required  to  maintain  any  liability  insurance,  any  premiums  for liability
insurance  maintained  by  Lessor  relating to the Premises, the Building or the
Office  Building  Project  shall  be  Operating  Expenses  hereunder.

8.3      Property  Insurance-Lessee.  Lessee  shall,  al  Lessee's
expense,  obtain and keep in force during the Term of (his Lease for the benefit
of  Lessee,  replacement  cost all-risks insurance, including without limitation
fire  and  extended  coverage  insurance, with vandalism and malicious mischief,
sprinkler  leakage  and  earthquake sprinkler leakage endorsements, in an amount
sufficient  to  cover not less than 100"/0 of the full replacement costs, as the
same  may  exist  from  time  to  time,  of  all  of Lessee's personal property,
fixtures,  equipment  and  tenant  improvements.

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

8.5        Insurance  Policies.  Lessee  shall  deliver  to  Lessor
certificates  evidencing  the  existence  and amounts of the liability insurance
policies  required  under paragraphs 8.1 and 8.3 within seven (7) days after the
Commencement  Date  of  this  Lease.

Each  policy  required  to  be  obtained  by Lessee hereunder shall: (a) be
issued  by  insurers

<PAGE>
authorized  to  do  business  in the state of California and rated not less than
financial  class  X, and not less than policyholder rating A, in the most recent
version  of  Best's  Key  Rating  Guide,  or  the equivalent rating in any other
comparable  guide  selected  by  Lessor  (provided that, in Duty event, the same
insurance  company  shall  provide the coverages described in paragraphs 8.1 and
8.3  above); (b) be in form reasonably satisfactory from time to time to Lessor;
(c)  name  Lessee  as  named  insured  thereunder  and shall name Lessor and, at
Lessor's  request,  Lessor's  mortgagees  and ground lessors of which Lessee has
been  informed  in  writing,  as  additional insureds; (d) not have a deductible
amount  exceeding  Five  Thousand  Dollars ($5,000.00); (e) specifically provide
that  the  insurance  afforded  by  such  policy  for  the benefit of Lessor and
Lessor's  mortgagees  and  ground  lessors  shall  be primary, and any insurance
carried  by Lessor or Lessor's mortgagees and ground lessors shall be excess and
non-contributing;  (f)  except  for  worker's compensation insurance, contain an
endorsement  that  the  insurer  waives its right to subrogation as described in
paragraph  8.6  below;  and (g) contain alt undertaking by the insurer to notify
Lessor  (and  the  mortgagees  and  ground  lessors  of  Lessor who are named as
additional  insureds)  in  writing  not  less than thirty (30) days prior to any
material  change,  reduction  in  coverage,  cancellation  or  other termination
thereof.  Lessee  agrees  to deliver to Lessor, as soon as practicable after the
placing  of  tile  required insurance, but in no event later than seven (7) days
alter  late  date  Lessee  takes  possession of all or any part of the Premises,
certificates  front  the  insurance  company  evidencing  the  existence of such
insurance  and  Lessee's  compliance  with  the  foregoing  provisions  of  thus
paragraph  8.  Lessee  shall  cause  certificates  of replacement policies to be
delivered  to  Lessor  not less than thirty (30) days prior to the expiration of
any such policy or policies. If any such initial or replacement certificates are
not  furnished within the time(s) specified herein, Lessee shall be deemed to be
in  material  default  under  this  Lease without tile benefit of any additional
notice  or cure period provided herein, and Lessor shall have the right, but not
the  obligation,  to procure such policies and certificates at Lessee's expense.

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

8.7         Indemnity.  Lessee  shall  indemnify  and (told Harmless
Lessor and its agents, shareholders, directors, employees, partners and lenders,
from  and  against  any  and  all claims for damage to the person or property of
anyone  or  any entity arising from Lessee's use of the Office Building Project,
or  from  the  conduct of Lessee's business or from any activity, work or things
done,  permitted or suffered by Lessee in or about the Premises or elsewhere and
shall  further  indemnify  and hold harmless Lessor from and against any and all
claims, costs and expenses arising from any breach or default in the performance
of  any  obligation  on  Lessee's  part  to be performed under the terms of this
Lease, or arising from any act or omission of Lessee, or any of Lessee's agents,
contractors,  employees  or  invitees and from and against all costs, attorneys'
fees, expenses and liabilities incurred by Lessor as the result of any such use,
conduct,  activity, work, things done, permitted or suffered, breach, default or
negligence,  and  in  dealing reasonably therewith, including but not limited to
the  defense  or  pursuit  of  any  claim  or  any action or proceeding involved
therein;  and  in  case  any  action  or proceeding be brought against Lessor by
reason of any such matter, Lessee upon notice front Lessor shall defend the same
at  Lessee's  expense  by  counsel  reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense. Lessor need not have first paid any
such  claim  in  order  to  be so indemnified. Lessee, as a material part of the
consideration  to Lessor for the granting of thus Lease, hereby assumes all risk
of  damage  to  property  of  Lessee or injury to persons, in, upon or about the
Office  Building  Project  arising  from  any cause mid Lessee hereby waives all
claims  in  respect  thereof  against Lessor and agrees that any claims for such
damages  or injuries shall be made against the policies of insurance required to
be  carried  by  Lessee  pursuant  to paragraphs 8.1 and 8.3 hereinabove and any
deductible  amounts  therein  shall  be  deemed to be Lessee's "self insurance".


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

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

9.       Damage  Or  Destruction.

9.1      Definitions.

9.1.1     "Premises  Damage" shall mean if the Premises are damaged or destroyed
to  any  extent.

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

9.1.3       "Premises  Building Total Destruction" shall mean if the
Building  of which the Premises are a part is damaged or destroyed to the extent
that the cost to repair is fifty percent (50"/0) or more of the then Replacement
Cost  of  the  Building.

9.1.4      "Office  Building  Project  Buildings"  shall  mean
all  of the buildings  oft  the  office  building  project  site.

9.1.5       "Office  Building Project  Buildings  Total  Destruction"
shall  mean if the office building project buildings are damaged or destroyed to
the  extent  that the cost of repair is fifty percent (50%) or more of (lie then
replacement  cost  of  the  office  building  project  buildings.

9.1.6      "Insured  Loss" shall mean damage or destruction which was
Caused  by  an  event  required  to  be  covered  by  the insurance described in
Paragraph  8.  The  fact  that an insured loss has a deductible amount shall not
make  the  loss  an  uninsured  loss.

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


<PAGE>

9.2        Premises  Damage;  Premises  Building  Partial  Damage.

9.2.1    Insured  Loss:  subject to the provisions of paragraphs 9.4
and  9.5,  if at any time during the term of this lease there is damage which is
an  insured  loss  and  which  falls  into the classification of either premises
damage  or  premises  building  partial  damage,  then  lessor shall, as soon as
reasonably  possible  and to the extent insurance proceeds are available and the
required  materials  and  labor  are  readily available through usual commercial
channels,  at  lessor's  expense, repair such damage (but not lessee's fixtures,
equipment or tenant improvements originally paid for by lessee) to its condition
existing  at the lime of the damage, and this lease shall continue in full force
and  effect.

9.2.2     Uninsured  Loss:  subject to the provisions of paragraphs 9.4 and
9.5,  if  at any time during the term of thus lease there is damage which is not
an  insured loss and which falls within the classification of premises damage or
premises building partial damage, unless caused by a negligent or willful act of
lessee (in which event lessee shall make the repairs at lessee's expense), which
damage  prevents lessee from snaking any substantial use of the premises, lessor
may  at  lessor's  option  either  (i)  repair such damage as soon as reasonably
possible  at  lessor's expense, in which event this lease shall continue in full
force  and effect, or (ii) give written notice to lessee within thirty (30) days
after  the date of the occurrence of such damage of lessor's intention to cancel
and  terminate  this  lease  as of the date of the occurrence of such damage, in
which  event thus lease shall terminate as of the date of the occurrence of such
damage.

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

9.4           Damage  Near  End  Of  Terms.

9.4.1      Subject  to  paragraph  9.4.2,  if at any time during the last twelve
(12)  months  of  the  Term  of  this  Lease  there is substantial damage to die
Premises,  Lessor  may  at Lessor's option cancel and terminate this Lease as of
the  date  of  occurrence  of  such damage by giving written notice to Lessee of
Lessor's  election  to do so within 30 days after the date of occurrence of such
damage.


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9.4.2      Notwithstanding  paragraph  9.4.1,  in  the  event that Lessee has an
option  to  cxtcud  or renew this Lease, and I-lie time within which said option
may  be  exercised has not yet expired, Lessee shall exercise such option, if it
is  to  be exercised at all, no later than twenty (20) days alter the occurrence
of  an  Insured Loss falling within the classification of Premises Damage during
the  last twelve (12) months of the Term of this Lease. If Lessee duly exercises
such  option  during  said  twenty  (20)  day  period, Lessor shall, at Lessor's
expense,  repair  such  damage,  but  not Lessee's fixtures, equipment or tenant
improvements,  as  soon  as reasonably possible and this Lease shall continue in
full  force  and  effect.  If  Lessee  fails to exercise such option during said
twenty  (20) day period, then Lessor may at Lessor's option terminate and cancel
this Lease as of the expiration of said twenty (20) day period by giving written
notice  to  Lessee  of Lessor's election to do so within ten (10) days after the
expiration of said twenty (20) day period, notwithstanding any term or provision
in  the  grant  of  option  to  the  contrary.


9.5        Abatement  Of  Rent;  Lessee's  Remedies.

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

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

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

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

9.7           Waiver.  Lessor  and  Lessee  waive  the provisions of any statute
which  relates  to  termination  of  leases  when  leased property is destroyed,
including  without  limitation California Civil Code Section .1932, Subsection 2
and  Section  1933, Subsection 4, and agree that such event shall be governed by
the  terms  of  this  Lease.

10.            Real  Property  Taxes.

10.1          Payment  Of Taxes. Lessor shall pay the real property tax, as
defined  in paragraph 10.3, applicable to the Office Building Project, except as
otherwise  provided  in  paragraph  10.2.


<PAGE>
10.2          Additional  Improvements. Lessee shall not be responsible for
paying any increase in real property tax specified in the tax assessor's records
and  work  sheets  as  being  caused  by additional improvements placed upon the
Office  Building  Project  by  other  lessees  or  by  Lessor  for the exclusive
enjoyment of any other lessee. Lessee shall, however, pay to Lessor, at the time
that  the  next scheduled rental payment comes due, the entirety of any increase
in  real  property  tax  if assessed solely by reason of additional improvements
placed  upon  the  Premises  by  Lessee  or  at  Lessee's  request.

10.3        Definition  Of  "Real  Property  Tax."  As used in this paragraph 10
only,  the term "real property tax" shall include any form of real estate tax or
assessment,  general,  special,  ordinary or extraordinary, and any license fee,
commercial  rental  tax,  improvement  bond  or  bonds,  levy or tax (other than
inheritance,  personal  income  or  estate taxes) imposed on the Office Building
Project  or  any  portion thereof by any authority having the direct or indirect
power  to  tax,  including any city, county, state or federal government, or any
school,  agricultural,  sanitary,  fire,  street,  drainage or other improvement
district  thereof,  as  against any legal or equitable interest of Lessor in the
Office  Building Project or in any portion thereof, as against Lessor's right to
rent  or other income therefrom, and as against Lessor's business of leasing the
Office  Building  Project.  The  term "real property tax" shall also include any
tax,  fee,  levy,  assessment  or  charge  (i)  in substitution of, partially or
totally,  any  tax,  fee, levy, assessment or charge hereinabove included within
the  definition  of  "real  property  tax,"  or  (ii)  the  nature  of which was
hereinabove  included  within  the  definition  of "real property tax," or (iii)
which  is  imposed for a service or right not charged prior to June 1, 1978, or,
if  previously  charged, has been increased since June 1, 1978, or (iv) which is
imposed  as  a  result  of a change in ownership, as defined by applicable local
statutes  for  property tax purposes, of the Office Building Project or which is
added  to  a  tax  or charge hereinbefore included within the definition of real
property  tax  by reason of such change of ownership, or (v) which is imposed by
reason  of  this  transaction,  any  modifications  or  changes  hereto,  or any
transfers  hereof.

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


10.5       Personal  Property  Taxes.

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

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


11.         Utilities.

11.1        Omitted.


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

11.3         Omitted.

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

11.5          Interruptions. There shall be no abatement of rent and
Lessor  shall  not  be  liable  in  any  respect  whatsoever for the inadequacy,
stoppage,  interruption  or discontinuance of any utility or service, regardless
of  whether  or  not  the  cause  thereof  was  within  Lessor's  control.

12.      Assignment  And  Subletting.

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

12..2.1   Terms  And  Conditions Applicable To Assignment And  Subletting.

12.2.1          Regardless  of  Lessor's  consent,  no  assignment  or
subletting  shall  release Lessee of Lessee's obligations hereunder or after the
primary  liability of Lessee to pay the rent and other sums due Lessor hereunder
including  Lessee's  Expense  Share  and  Lessee's Tax Share, and to perform all
other  obligations  to  be  performed  by  Lessee  hereunder.

12.2.2           Lessor  may  accept  rent  from any person other than
Lessee  pending approval or disapproval of such assignment or subletting without
being  deemed  to  have  consented  thereto.

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

<PAGE>

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

12.2.5         The consent by Lessor- to any assignment or subletting shall
not  constitute  a consent  to  any  subsequent  assignment  or  subletting  by
Lessee  or  to any subsequent  or successive assignment or subletting by the
sublessee or assignee, as  the  case  may be. However, Lessor may consent to
subsequent sublettings and assignments  or any amendments or modifications
thereto without notifying Lessee or  anyone  else  liable  on  the  Lease or
sublease and without obtaining their consent and such action shall not relieve
such persons from liability under thus Lease or said sublease; provided,
however, such persons shall not be responsible to  the  extent  any  such
amendment  or modification enlarges or increases, he obligations  of  the
Lessee  or  sublessee  under  this Lease or such sublease.

12.2.6         In  the  event  of  any default under this Lease, Lessor may
proceed  directly  against Lessee, any guarantors or anyone else responsible for
the  performance  of  this  Lease,  including the sublessee or assignee, without
first  exhausting  Lessor's  remedies  against  any  other  person  or  entity
responsible  therefor  to  Lessor,  or  any  security  held by Lessor or Lessee.

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

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

12.2.9         Any  disapproval  by  Lessor  of  any  proposed  assignee or
sublessee  based  on  the fact that such party is an existing tenant of the Ofce
Building  Project  ("Existing  Tenant")  shall  be deemed to be reasonable. With
respect  to  any  such  proposed  assignment  or sublease to an Existing Tenant,
Lessor  shall  have  the  right, at its election, to recapture the Premises or a
portion thereof as applicable for the purpose of directly marketing the Premises
or a portion thereof to any third party, including the Existing Tenant, selected
by Lessor, for the length of time, in the case of a sublease, offered by Lessee.
Such  recapture  shall  be  effective  as of the date specified by Lessee in its
request  for  consent  of  Lessor  as  the  proposed  commencement  date for the
assignment  or  sublease or, if no date is so specified, on the date selected by
Lessor.  In the event of such recapture by Lessor, the Lease shall be amended to
document  the  elimination  of  the  applicable  portion  of  the  Premises. Any
necessary  documents  in  connection  with  such  recapture shall be prepared by
Lessor.

<PAGE>

12.3         Additional  Terms  And  Conditions  Applicable  To  Subletting.
Regardless  of  Lessor's consent, the following terms and conditions shall apply
to  any  subletting  by  Lessee  of all or any part of the Premises and shall be
deemed  included  in  all  subleases  under  thus Lease whether or not expressly
incorporated  therein:

12.3.1      Lessee  hereby assigns and transfers to Lessor all of
Lessee's interest in all rentals and income arising from any sublease heretofore
or  hereafter  made  by  Lessee, and Lessor may collect such rent and income and
apply  same  (or  the  balance  thereof  after  application of the provisions of
paragraph  12.3.6  hereinbelow)  toward  Lessee's  obligations under this Lease;
provided,  however,  that until a default shall occur in performance of Lessee's
obligations under this Lease, Lessee may, subject to the provisions of paragraph
12.3.6  hereinbelow,  receive,  collect  and enjoy the rents accruing under such
sublease. Lessor shall not, by reason of this sublease or any assignment of such
sublease  to  Lessor  nor  by  reason  of  the  collection  of  the rents from a
sublessee,  be  deemed  liable  to  the  sublessee  for any failure of Lessee to
perform and comply with any of Lessee's obligations to such sublessee under such
sublease.  Lessee  hereby irrevocably authorizes and directs any such sublessee,
upon  receipt  of  a written notice from Lessor stating that a default exists in
the  performance  of Lessee's obligations under this Lease, to pay to Lessor the
rents  due  and  to  become  due  under  the  sublease.  Lessee agrees that such
sublessee  shall have the right to rely upon any such statement and request from
Lessor,  and  that  such  sublessee  shall  pay such rents to Lessor without any
obligation  or  right  to  inquire  as  to  whether  such  default  exists  and
notwithstanding  any  notice  from  or claim from Lessee to the contrary. Lessee
shall have no right or claim against said sublessee or Lessor for any such rents
so  paid  by  said  sublessee  to  Lessor.

12.3.2       No  sublease  entered  into  by Lessee shall be effective
unless and until it has been approved in writing by Lessor. Any sublessee shall,
by  reason  of  entering  into  a  sublease under this Lease, be deemed, for the
benefit  of  Lessor,  to have assumed and agreed to conform and comply with each
and  every  obligation  herein  to  be  performed  by  Lessee  other  than  such
obligations  as  are  contrary to or inconsistent with provisions contained in a
sublease  and  to  which  provisions  Lessor has expressly consented in writing.

12.3.3      In  the event Lessee shall default in the performance of
its  obligations  under  thus  Lease,  Lessor,  at  its  option  and without any
obligation  to  do  so,  may require any sublessee to attorn to Lessor, in which
event  Lessor shall undertake the obligations of Lessee under such sublease from
the  time  of  the  exercise of said option to the termination of such sublease;
provided,  however, Lessor shall not be liable for any prepaid rents or security
deposit  paid  by  such  sublessee  to Lessee or for any other prior defaults of
Lessee  under  such  sublease.

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

<PAGE>

12.3.5      With  respect  to  any  subletting  to  which Lessor has
consented, Lessor agrees to deliver a copy of any notice of default by Lessee to
the  sublessee.  Such sublessee shall have the right to cure a default of Lessee
within  the  time  period  specified in said notice of default and.the sublessee
shall  have  a right of reimbursement and offset from and against Lessee for any
such  defaults  cured  by  the  sublessee.

12.3.6       Notwithstanding anything to the contrary in the foregoing, one
hundred percent (100"/0) of any rent or other economic consideration received by
Lessee  as  a  result  of an assignment or subletting which exceeds, on a square
foot  basis,  in  the aggregate, (i) the total rent which Lessee is obligated to
pay  to Lessor under the Lease (prorated to reflect obligations allocable to any
portion  of  the  Premises  subleased),  plus  (ii) any reasonable and customary
brokerage  commissions  (not  to  exceed  five percent (5%) of base rent payable
under  the  assignment  or  sublease) actually paid by Lessee in connection with
such  assignment  or  subletting,  shall  be paid to Lessor within ten (10) days
alter receipt thereof as additional rent hereunder, without altering or reducing
any  other  obligations  of  Lessee  hereunder.


12.4            Lessor's  Expenses.  In  the event Lessee shall assign or sublet
the Premises or request the consent of Lessor to any assignment or subletting or
if  Lessee shall request the consent of Lessor for any act Lessee proposes to do
then  Lessee  shall  pay  Lessor's  reasonable  costs  and  expenses incurred in
connection  therewith,  including  without  limitation  attorneys', architects',
engineers'  and  other  consultants'  fees.


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


13.              Default;  Remedies.

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

13.1.1      The  vacation  or  abandonment  of the Premises by Lessee.
Vacation  or abandonment of the Premises shall include the failure to occupy the
Premises  (i)  for a continuous period of sixty (60) days or more if the rent is
paid,  or  (ii) for any period of time during which Lessee has failed to pay the
Base  Rent  or  any  additional  rent  as  and  when  due.

13.1.2        The  breach  by  Lessee  of  any  of  the covenants,
conditions  or  provisions  of  paragraphs  7.3  (alterations and additions), 12
(assignment  or subletting), 13.1.5 (insolvency), 13.1.6 (false statement), 16.1
(estoppel  certificate),  29.3  (subordination),  32  (auctions),  or  39.1
(easements), all of which are hereby deemed to be material, non-curable defaults
without  the necessity of any notice by Lessor to Lessee thereof. Nothing herein
shall  preclude  Lessor  from  waiving,  in  writing,  any  such  default.

<PAGE>

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

13.1.4       The  failure  by Lessee to observe or perform any of the covenants,
conditions  or  provisions  of  this Lease to be observed or performed by Lessee
other  than  those  referenced in subparagraphs 13.1, 13.2 and 13.3 above, where
such  failure  shall  continue  for  a  period of thirty (30) days alter written
notice  thereof  from Lessor to Lessee; provided, however, that if the nature of
Lessee's  noncompliance  is such that more than thirty (30) day's are reasonably
required  for  its  cure,  then  Lessee  shall not be deemed to be in default if
lessee  commences  such  cure  within said thirty (30) day period and thereafter
diligently  pursues such cure to con completion. To the extent permitted by law,
such  thirty  (3U)  day  notice  shall  constitute the sole and exclusive notice
required  to  be  given  to  Lessee under applicable Unlawful Detainer statutes.

13.1.5       (i) The making by Lessee of any general arrangement or general
assignment  for  the  benefit  of  creditors; (ii) Lessee becoming a "debtor" as
defned in 11U.S.C. '101 or any successor statute thereto (unless, in the case of
a  petition  filed against Lessee, the same is dismissed within sixty (G0) days;
(iii)  the  appointment  of  a  trustee  or  receiver  to  take  possession  of
substantially  all  of  Lessee's  assets  located at the Premises or of Lessee's
interest in thus Lease, where possession is not restored to Lessee within thirty
(30)  days;  or  (iv)  the  attachment,  execution  or other judicial seizure of
substantially  all  of  Lessee's  assets  located at the Premises or of Lessee's
interest  in this Lease, where such seizure is not discharged within thirty (30)
days.  In  the  event that any provision of thus paragraph 13.1.5 is contrary to
any  applicable  law,  such  provision  shall  be  of  no  force  or  effect.

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


13.2         Lessor's  Remedies.

13.2         Termination.  In  the  event  of  any  default by Lessee, in
addition  to  any other remedies available to Lessor under thus Lease, at law or
in  equity,  Lessor  shall have the immediate option to terminate this Lease and
all  rights  of  Lessee  hereunder.  In  the event that Lessor shall elect to so
terminate  this  Lease,  then  Lessor  may  recover  from  Lessee:

13.2.1.1    the  worth  at  the  time of award of any unpaid rent
which  had  been  earned  at  the  time  of  such  termination;  plus

13.2.1.2    the  worth  at the time of the award of the amount by which the
unpaid  rent  which  would  have been earned after termination until the time of
award  exceeds the amount of such rental loss that Lessee proves could have been
reasonably  avoided;  plus

<PAGE>

13.2.13    the worth at the time of award of the amount by which the unpaid rent
for  the  balance of the Term after the time of award exceeds the amount of such
rental  loss  that  Lessee  proves  could  be  reasonable  avoided;  plus

13.2.1.4   any  other  amount necessary to compensate Lessor for all
the  detriment  approximately  caused  by  Lessee's  failure  to  perform  its
obligations  under  this Lease or which, in the ordinary course of things, would
be  likely  to  result  therefrom  including,  but not limited to: "unreimbursed
Leasehold  Improvement  Costs"  (as  defined  below);  attorneys' fees; brokers'
commissions;  the  costs of refurbishment, alterations, renovation and repair of
the  Premises;  and  costs  of removal (including the repair of damage caused by
such  removal)  and  storage  (or  disposal)  of  Lessee's  personal  property,
equipment, fixtures, Lessee's alterations, additions, leasehold improvements and
any other items which Lessee is required under this Lease to remove but does not
remove.  As  used  herein,  the  term "unreimbursed Leasehold Improvement Costs"
shall mean the product when multiplying (i) the sum of any leasehold improvement
allowance  plus  any  other  costs  provided,  paid  or  incurred  by  Lessor in
connection  with  the  design  and  construction  of  the  initial  leasehold
improvements  installed  in  the  Premises  on or prior to the Commencement Date
pursuant to the Work Letter, by (ii) the fraction, the numerator of which is the
number  of  months  of  the Term of this Lease not yet elapsed as of the date on
which  thus Lease is terminated (excluding any unexercised renewal options), and
the denominator of which is the total number of months of the Term of this Lease
(excluding  any  unexercised  renewal  options). For example, if the total costs
paid  or  incurred  by Lessor with respect to the initial leasehold improvements
was  $100,000.00,  the  Lease  term  was  sixty  (60)  months, and the Lease was
terminated  by  reason of Lessee's default at the end of twelve (12) months, the
Unreimbursed  Leasehold  Improvement  Costs  would be equal to $80,000.00 (i.e.,
$80,000.00  equals  $100,000.00  x  48/60).

As  used in subparagraphs 13.2.1.1 and 13.2.1.2 above, the "worth
at  time of award" is computed by allowing interest at the maximum interest rate
which Lessor is permitted by law to charge Lessee (the "Lease Rate"). As used in
subparagraph  13.2.1.3.  above,  the "worth at the time of award" is computed by
discounting  such amount at the discount rate of the Federal Reserve Bank of San
Francisco  at  the  time  of  award  plus  one  percent  (1%).

13.2.2            Re-Entry Rights.  In event of any default by Lessee,
in  addition  to any other remedies available to Lessor under this Lease, at law
or in equity, Lessor shall also have the right, with or without terminating this
Lease,  to  re-enter  the  Premises and remove all persons and property from the
Premises;  such  property may be removed, stored and /or disposed of pursuant to
this  Lease or any other procedures permitted by applicable law, all at Lessee's
expense.  No re-entry or taking possession of the Premises by Lessor pursuant to
this  paragraph  13.2.2, and no acceptance of surrender of the Premises or other
action  on  Lessor's  part,  shall be construed as an election to terminate this
Lease unless a written notice of such intention be given to Lessee or unless the
termination  thereof  be  decreed  by  a  court  of  competent  jurisdiction.

13.2.4            Continuation  Of  Lease. In the event of any default
by  Lessee,  in  addition  to  any other remedies available to Lessor under this
Lease,  at law or in equity, Lessor shall (lave the right to continue this Lease
in  full  force  and  effect,  whether  or  not  Lessee

<PAGE>

shall  have abandoned the Premises. The foregoing remedy shall also be available
to  Lessor  pursuant  to  California Civil Code Section 1951.4 and any successor
statute  thereof  in  the event Tenant has abandoned the Premises. In tile event
Lessor  elects  to continue this Lease in full force and effect pursuant to this
paragraph 13.2.3, then Lessor shall be entitled to enforce all of its rights and
remedies  under  this  Lease,  including the right to recover rent as it becomes
due.  Lessor's  election  not to terminate this Lease pursuant to this paragraph
13.2.3  or  pursuant  to any other provision of this Lease, at law or in equity,
shall  not preclude Lessor from subsequently electing to terminate this Lease or
pursuing  any  of  its  other  remedies.

13.2.4        Rights And Remedies Cumulative.  All rights, options and
remedies  of  Lessor contained in this paragraph13.2 and elsewhere in this Lease
shall  be  construed  and  held  to  be  cumulative. and no one of them shall be
exclusive of the other, and Lessor shall have the right to pursue any one or all
of  such  remedies or any other remedy or relief which may be provided by law or
in  equity,  whether or not staled in this Lease. Nothing in this paragraph 13.2
shall  be deemed to limit or otherwise affect Lessee's indemnification of Lessor
pursuant  to  any  provision  of  this  Lease.


13.3       Default  By  Lessor.  .Lessor  shall  not be in default unless Lessor
fails  to  perform  obligations required of Lessor within thirty (30) days after
written  notice  by  Lessee to Lessor and to the holder of any first Mortgage or
deed  of  trust  covering  the  Premises  whose  name  and  address  shall  have
theretofore  been  furnished to Lessee in writing, specifying wherein Lessor has
failed  to  perform  such  obligation;  provided, however, that if the nature of
Lessor's  obligation  is  such  that more than thirty (30) days are required for
performance  then Lessor shall not be in default if Lessor commences performance
within  such  30-day  period  and  thereafter  diligently  pursues  (lie same to
completion. In no event shall Tenant have the right to terminate this Lease as a
result  of  Landlord's default and Tenant's remedies shall be limited to damages
and/or  an  injunction.


13.4         Late  Charges.  Lessee  hereby  acknowledges  that  late payment by
Lessee  to  Lessor  of Base Rent, Lessee's Expense Share , Lessee's Tax Share or
other  sums  due  hereunder will cause Lessor to incur costs not contemplated by
this  Lease, the exact amount of which will be extremely difficult to ascertain.
Such  costs  include, but are not limited to, processing and accounting charges,
loss  of  use  of  such funds by Lessor and late charges which may be imposed on
Lessor  by  the terms of any mortgage or trust deed covering the Office Building
Project.  Accordingly,  if  any installment of Base Rent, Operating Expenses, or
ally  other  suns  due  from  Lessee shall not be received by Lessor or Lessor's
designee  within ten (10) days after such amount shall be due, then, without any
requirement for notice to Lessee, Lessee shall pay to Lessor a late charge equal
to  ten percent (10%) of such overdue amount. The parties hereby agree that such
late  charge  represents a fair and reasonable estimate of the costs Lessor will
incur  by  reason  of  late payment by Lessee. Acceptance of such late charge by
Lessor shall in no event constitute a waiver of Lessee's default with respect to
such  overdue amount, nor prevent Lessor from exercising any of the other rights
and  remedies  granted  hereunder.

14.           Condemnation. If the Premises or any portion thereof or the Office
Building  Project are taken under the power of eminent domain, or sold under the
threat  of  the  exercise  of  said  power  (all  of  which  are  herein  called
"condemnation"),  this  Lease shall terminate as to the part so taken as of tile
date  tile  condemning  authority  takes  title  or  possession, whichever first
occurs;  provided that if so much of the Premises or the Office Building Project
are  taken by such condemnation as would substantially and adversely affect (lie
operation  and  profitability  of Lessee's business conducted from the Premises,
Lessee  shall  have  the  option,  to  be  exercised

<PAGE>

only  in  writing  within  thirty (30) days after Lessor shall have given Lessee
written  notice  of such taking (or in the absence of such notice, within thirty
(30)  days  alter  the  condemning  authority  shall  have taken possession), to
terminate  this  Lease  as  of  the  date  the  condemning  authority takes such
possession.  If  Lessee  does  not  terminate  this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the  Premises  remaining,  except  that  the rent and Lessee's Expense Share and
Lessee's  Tax  Share shall be reduced in the proportion that the rentable square
feet  of  the  Premises  taken  bears  to  the total rentable square feet of the
Premises.  Common  Areas  taken  shall  be  excluded from Common Areas usable by
Lessee  and  no  reduction of rent shall occur with respect thereto or by reason
thereof.  Lessor  shall have the option in its sole discretion to terminate this
Lease  as  of  the  taking  of possession by the condemning authority, by giving
written  notice to Lessee of such election within thirty (30) days after receipt
of  notice of a taking by condemnation of any part of the Premises or the Office
Building Project. Any award for the taking of all or any part of the Premises or
the  Office  Building  Project  under the power of eminent domain or any payment
made under threat of the exercise of such power shall be the property of Lessor,
whether  such award shall be made as compensation for diminution in value of the
leasehold  or  for  the  taking  of  the fee, or as severance damages; provided,
however,  that  Lessee  shall  be  entitled to any separate award for loss of or
damage  to  Lessee's trade fixtures, removable personal property and unamortized
tenant improvements that have been paid for by Lessee. For that purpose the cost
of  such  improvements  shall  be amortized over the original term of this Lease
excluding  any options. In the event that thus Lease is not terminated by reason
of  such  condemnation, Lessor shall to the extent of severance damages received
by  Lessor  in  connection  with  such  condemnation,  repair  any damage to the
Premises  caused  by such condemnation except to the extent that Lessee has been
reimbursed  therefor by the condemning authority. Lessee shall pay any amount in
excess  of  such  severance  damages  required  to  complete  such  repair.

15.     Broker's  Fee.

15.1          The brokers involved in this transaction are Tooley & Company
as "listing broker" and as "cooperating broker," licensed real estate broker(s).
A  "cooperating  broker"  is defined as any broker other than the listing broker
entitled to a share of any commission arising under this Lease. Lessor shall pay
to the brokers a fee as set forth in a separate agreement between Lessor and the
listing  broker.

15.2           Lessor  agrees  to pay said fee not only on behalf of Lessor
but  also  on  behalf  of  any person, corporation, association, or other entity
having  an  ownership  interest  in  said  Office  Building  Project or any part
thereof,  when  such  fee  is  due  pursuant  to  such  separate  agreement. Any
transferee  of  Lessor's  interest  in  this  Lease, whether such transfer is by
agreement  or  by  operation  of  law,  shall be deemed to have assumed Lessor's
obligation  under  this  paragraph  15.

15.3           Lessee  and Lessor each represents and warrants to the
other  that neither has had any dealings with any person, firm, broker or finder
(other  than the person(s), firm(s), broker(s) or finder(s), if any, whose names
are  set  forth  in paragraph 15.1, above) in connection with the negotiation of
this  Lease and/or tile consummation of tie transaction contemplated hereby, and
no other broker or other person, firm or entity is entitled to any commission or
finder's  fee  in connection with said transaction and Lessee and Lessor do each
hereby  indemnify  and  hold  the  other  harmless  from  and against any costs,
expenses,  attorneys' fees or liability for compensation or charges which may be
claimed  by any such unnamed person, firm, broker, finder or other similar party
by  reason  of  any  dealings  or  actions  of  the  indemnifying  party.

<PAGE>

16.     Estoppel  Certificate.

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

16.2        At  Lessor's  option,  tile  failure  to  deliver  such
statement  within  such  time  shall  be a material, non-curable default of this
Lease  by  Lessee,  without  any  further  notice to such party, and it shall be
conclusive  upon  such  patty  that  (i) this Lease is in full force and effect,
without  modification  except as may be represented by Lessor, (ii) there are no
uncured  defaults  in Lessor's performance, (iii) not more than one month's rent
has  been paid in advance, and (iv) there are no remaining obligations of Lessor
under  this  Lease  yet  to  be  performcd.


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


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


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

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

21.     Additional  Rent. All monetary obligations of Lessee to Lessor under the
terms  of  thus  Lease,  including
expenses  payable  by  Lessee  hereunder,  shall  be  deemed  to  be  rent.

<PAGE>

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

23.                  Notices.  Any  notice  required  or  permitted  to be given
hereunder  shall  be  in  writing  and  may  be given by personal delivery or by
certified  or  registered  mail,  and  shall  be  deemed  sufficiently  given if
delivered  or  addressed  to  Lessee at the Premises or to Lessor at the address
noted  in  paragraph  I  .14  of the Basic Lease Provisions, as the case may be.
Mailed  notices  shall  be  deemed  given  upon  actual  receipt  at the address
required,  or  forty-eight hours following deposit in the mail, postage prepaid,
whichever  firs(  occurs.  Either  party  may  by  notice to the outer specify a
different  address  for  notice  purposes  except  that  upon  Lessee's  taking
possession  of  the Premises, the Premises shall constitute Lessee's address for
notice  purposes.  A  copy  of  all notices required or permitted to be given to
Lessor  hereunder  shall be concurrently transmitted to such party or parties at
such addresses as Lessor tray from time to time hereafter designate by notice to
Lessee.

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

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

26.     Holding  Over.  If  Lessee, with Lessor's consent, remains in possession
of  the  Premises  or  ally  part
thereof  after  die  expiration  of  the  term hereof, such occupancy shall be a
tenancy  from  month  to  month  upon
all the provisions of this Lease pertaining to the obligations of Lessee, except
that  the  rent  payable shall be two hundred percent (200%) of the rent payable
immediately preceding the expiration of the Term of this Lease, and all Options,
if  any, granted under the terms of this Lease shall be deemed terminated and be
of  no  further  effect  during  said  month  to  month  tenancy.

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

28.        Binding  Effect;  Choice  Of  Law.  Subject  to any provisions hereof
restricting  assignment  or  subletting
by  Lessee  and subject to the provisions of paragraph 17, this Lease shall bind
the  parties, their personal representatives, successors and assigns. This Lease
shall be governed by the laws of the Stale of California applicable to contracts
to  be  wholly  performed  within  such  State.

<PAGE>

29.      Subordination.

29.1          Lessor  shall  have  the right to subordinate this Lease, and
Lessee  shall,  at Lessor's request, subordinate its rights under this Lease, to
any  existing  or  future  ground lease, covenants, conditions and restrictions,
easements,  rights of way or any construction, operation and reciprocal easement
agreements, deeds of trust or mortgages encumbering the Office Building Project,
any  advances  made  on  the  security  thereof  any  renewals,  modifications,
consolidations,  replacements or extensions thereof , whenever made or recorded.
However,  Lessee's  right  to  quiet  possession of the Premises during the Term
shall  not  be  disturbed  if  Lessee  pays  the  rent and performs all Lessee's
obligations  under  this  Lease  and  is not otherwise in default. If any ground
lessor,  beneficiary or mortgagee elects to have this Lease prior to the lien of
its ground lease, deed of trust or mortgage, and gives written notice thereof to
Lessee,  then  this  Lease  shall  be deemed prior to such ground lease, deed of
trust  or  mortgage, whether this Lease is dated prior or subsequent to the date
of  said  ground  lease,  deed  of  trust  or  mortgage or the date of recording
thereof.

29.2          If Lessor's interest in the Premises is acquired by any
ground  lessor,  beneficiary  under a deed of trust, mortgagee or purchaser at a
foreclosure  sale,  Lessee  shall  attorn  to  the transferee of or successor to
Lessor's  interest in the Premises and recognize such transferee or successor as
Lessor under this Lease, provided that the purchaser or lessor shall acquire and
accept  the  Premises subject to this Lease. Lessee waives the protection of any
statute  or  rule  of  law  which  gives or purports to give Lessee any right to
terminate  this  Lease or surrender possession of the Premises upon the transfer
of  Lessor's  interest.

29.3           Lessee  shall  sign  and deliver any instrument or documents
necessary  or  appropriate  to  evidence any such attornment or subordination or
agreement  to  do  so  provided  that such interests or documents recognize that
Lessee's  right  to  quiet  possession of the Premises shall not be disturbed so
long  as  Lessee  is  not  in  default of its obligations pursuant to this Lease
beyond  any  applicable  notice and cure period. If Lessee fails to do so within
ten  (10)  days  after  written  request,  such  failure  shall  be  a material,
non-curable  default  and  Lessee  hereby  makes,  constitutes  and  irrevocably
appoints  Lessor, or any transferee or successor of Lessor, the attorney-in-fact
of  Lessee  to  execute  and  deliver  any  such  instrument  or  document.


30.     Attorneys'  Fees.

30.1     If  either  party  or  the broker(s) named herein brings an
action  to  enforce the terms hereof or declare rights hereunder, the prevailing
party  in  any  such  action,  trial or appeal thereon, shall be entitled to its
reasonable attorneys' fees to be paid by the losing party as fixed by (lie court
in  the  same  or  a separate suit, and whether or not such action is pursued to
decision  or  judgment.

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

30.3      Lessor shall be entitled to reasonable attorneys' fees and
all  other costs and expenses incurred in the preparation and service of notices
of  default  and  consultations  in connection therewith, whether or not a legal
action  is  subsequently  commenced  in  connection  with  such  default.

<PAGE>

31.     Lessor's  Access.

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

31.2       All  activities  of  Lessor  pursuant to this paragraph shall be
without abatement of rent, nor shall Lessor have any liability to Lessee for the
stone.

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


32.     Auctions.  Lessee  shall not conduct, nor permit to be conducted, either
voluntarily  or  involuntarily,  any
auction  upon  the  Premises  or  the Common Areas without first having obtained
Lessor's prior written consent. Notwithstanding anything to the contrary in this
Lease,  Lessor shall not be obligated to exercise any standard of reasonableness
in  determining whether to grant such consent. The holding of any auction on the
Premises  or  Common  Areas  in  violation  of this paragraph shall constitute a
material,  non-curable  default  of  this  Lease.

33.     Signs.  Lessee  shall not place any sign upon the Premises or the Office
Building  Project  without
Lessor's prior written consent. Notwithstanding anything to the contrary in this
Lease,  Lessor shall not be obligated to exercise any standard of reasonableness
in  determining  whether  in grant such consent. Lessee shall be entitled to one
(1)  of  Lessor's  standard  suite  entry signs, as mutually agreed upon between
Lessor  and  Lessee,  at  Lessor's costs and expense, and in accordance with all
applicable  laws, regulations, ordinances and recorded covenants, conditions and
restrictions.

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

35.     Consents.  Except  for  paragraphs  32 (auctions) and 33 (signs) hereof,
wherever  in  this  Lease  the
consent of one party is required to an act of the other party such consent shall
not  be  unreasonably  withheld  or  delayed.

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


<PAGE>

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

38.     Security  Measures-Lessor's  Reservations.

38.1       Lessee  hereby acknowledges that Lessor shall have no obligation
whatsoever  to  provide  guard
service  or  other  security measures for the benefit of Lessee, the Premises or
the  Office  Building  Project.  Lessee  assumes  all  responsibility  for  the
protection  of  Lessee, its agents, and invitees and (lie property of Lessee and
of  Lessee's  agents  and  invitees  from  acts of third parties. Nothing herein
contained shall prevent Lessor, at Lessor's sole option, from providing security
protection  for  the Office Building Project or any part thereof, in which event
the  cost thereof shall be included within tie definition of Operating Expenses,
as  set  forth  in  paragraph  4.2.7.

38.2       Without  limiting  its rights at law or elsewhere under.
this  Lease,  Lessor  shall  have  the  following  rights:

38.2.1    To  change  the  name,  address  or  title  of the Office
Building  Project  or  building  in which the Premises are located upon not less
than  thirty  (30)  days  prior  written  notice;

38.2.2    To  provide and install Building standard graphics on the
door  of  the  Premises  and  such  portions of the Common Areas as Lessor shall
reasonably  deem  appropriate;

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

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

38.3      Lessee  Shall  Not:

38.3.1    Use  a  representation  (photographic  or  otherwise) of the
Building  or  the  Office  Building  Project or their name(s) in connection with
Lessee's  business;

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


39.     Easements.

39.1          Lessor  reserves  to itself the right, from time to time, to grant
such easements, rights and dedications that Lessor deems necessary or desirable,
and  to  cause  the recordation of Parcel Maps and restrictions, so long as such
easements, rights, dedications, Parcel Maps and restrictions do not unreasonably
interfere  with  the use of the Premises by Lessee. Lessee shall sign any of the

<PAGE>

aforementioned  documents  upon  request  of  Lessor  and failure to do so shall
constitute  a  material,  noncurable default of thus Lease by Lessee without the
need  for  further  notice  to  Lessee.

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

40.     Building  Planning. Lessor shall have the right to relocate the Premises
to  another  part  of  the  Building  in  accordance  with  the  following:

40.1          The  new  premises  shall  be  substantially  the same size,
dimensions,  configuration,  and  decor as the Premises described in this Lease,
and  if  the  relocation  occurs after the Commencement Date, shall be placed in
that  condition  by  Lessor  at  its  cost.

40.2           Lessor  shall  give Lessee at least thirty (30) days written
notice  of  Lessor's  intention  to  relocate  the  Premises.

40.3           As  nearly  as  practicable,  the physical relocation of the
Premises  shall  take  place  on  a  weekend  and  shall be completed before the
following  Monday.  If  the  physical  relocation has not been completed in that
time,  Base  Rent  shall  abate  in  full  from the time the physical relocation
commences  to  the time it is completed. Upon completion of such relocation, the
new  premises  shall  become  the  "Premises"  under  this  Lease.

40.4          All  reasonable  costs  incurred by Lessee as a result of the
relocation  shall  be  paid  by  Lessor.

40.5          If  the  new  premises  are  smaller  than the Premises as it
existed  before  the  relocation, Base Rent, Lessee's Expense Share and Lessee's
Tax  Share  shall  be  reduced  proportionately.

40.6          The parties hereto shall immediately execute an amendment to
this  Lease  setting  forth  the relocation of the Premises and the reduction of
Base  Rent,  Lessee's  Expense  Share  and  Lessee's  Tax  Share,  if  any.


41.           Lessor's Right To Perform.  Except as specifically provided
otherwise in this Lease, all covenants and agreements by Lessee under this Lease
shall  be  performed by Lessee at Lessee's sole cost and expense and without any
abatement or offset of rent. If Lessee shall fail to pay any sum of money (other
than  Basic  Rent)  or perform any other act on its part to be paid or performed
hereunder  and  such  failure  shall continue for three (3) days with respect to
monetary obligations (or ten (10) days with respect to non-monetary obligations)
then,  notwithstanding anything to the contrary provided elsewhere herein, after
Lessee's  receipt  of  written  notice  thereof from Lessor, Lessor may, without
waiving  or releasing Lessee from any of Lessee's obligations, make such payment
or  perform  such  other act on behalf of Lessee. All sums so paid by Lessor and
all necessary incidental costs incurred by Lessor in performing such other acts,
together  with  interest  at  the Lease Rate (as defined in paragraph 13.2.1.4),
shall  be payable by Lessee to Lessor within five (5) days after demand therefor
as additional rent. The foregoing rights are in addition to any and all remedies
available  to  Lessor  upon  Lessee's  default  as  described in paragraph 13.2.

<PAGE>

42.     Limitation On Lessor's Liability.  Notwithstanding anything contained in
this  Lease  to  the contrary,  the  obligations  of Lessor under this Lease
(including any actual or alleged  breach  or  default  by Lessor)  do  not
constitute  personal  obligations  of the individual partners, directors,
officers,  employees  or shareholders  of Lessor or Lessor's partners, and
Lessee shall not seek recourse against  the  individual partners,  directors,
officers, employees or shareholders of Lessor or Lessor's partners,  or  any
of  their personal assets for satisfaction of any liability with respect to
this Lease. In addition,  in  consideration  of the benefits accruing hereunder
to Lessee and notwithstanding anything contained in  this  Lease  to  the
contrary,  Lessee  hereby  covenants  and  agrees  for  itself  and  all  of its
successors  and  assigns  that  the liability  of  Lessor  for  its  obligations
under  this  Lease  (including any liability  as  a  result  of  any  actual  or
alleged failure, breach or default hereunder by Lessor), shall be limited solely
to,  and  Lessee's  and  its successors'  and  assigns'  sole and exclusive
remedy shall be against, Lessor's interest  in  the  Office  Building
Project  and  proceeds  therefrom,  and  no  other  assets  of  Lessor.

43.     Toxic  Materials.

43.1     Definitions.

For  purposes  of  this  paragraph  44, "Hazardous Material" shall mean any
substance:

     (i)    the  presence  of  which requires investigation or remediation under
any  federal,  state  or  local statute, regulation, ordinance, order, action or
policy;  or

     (ii)  which  is  or  becomes  defined  as  a  "hazardous  waste"  or
"hazardous  substance"  under  any  federal, state or local statute, regulation,
ordinance or amendments thereto including, without limitation, the Comprehensive
Environmental  Response,  Compensation and Liability Act (42 U.S.C. section 9601
et  seq.)  and  or the Resource Conservation and Recovery Act (42 U.S.C. section
6901  et  seq.);  or

     (iii)  which  is toxic, explosive, corrosive, flammable, infectious,
radioactive,  carcinogenic,  mutagenic, or otherwise hazardous and is or becomes
regulated  by any governmental authority, agency, department, commission, board,
agency  or  instrumentality of the United States, the State of California or any
political  subdivision  thereof;  or

     (iv) the presence of which on  the  Premises,  Building or Office Building
Project  causes  or threatens to cause a nuisance upon the Premises, Building or
Office  Building Project or to adjacent properties or poses or threatens to pose
a  hazard  to the Premises, Building or Office Building Project or to the health
or  safety  of  persons  on  or  about the Premises, Building or Office Building
Project;  or

     (v) without limitation which  contains  gasoline,  diesel  fuel  or  other
petroleum  hydrocarbons;  or

     (vi)   without  limitation which contains polychlorinated bipheynols
(PCBs),  asbestos  or  urea  formaldehyde  foam  insulation;  or

<PAGE>

     (vii)  which  is  or  becomes defined as "medical waste" under the Medical
 Waste Management  Act  (Health  &  Safety  Code  Sections  25015-25099.3).

For  purposes  of this paragraph 44, "Environmental Requirements" means  all
applicable  present and future statutes, regulations, rules, ordinances, codes,
licenses,  permits,  orders,  approvals,  plans,  authorizations,  concessions,
franchises  and  similar  items,  of  all  governmental  agencies,  departments,
commissions,  boards,  bureaus or instrumentalities of the United Slates, stales
and  political  subdivisions  (hereof  and  all  applicable  judicial  and
administrative  and  regulatory  decrees,  judgments and orders relating to (lie
protection  of  human  health  or the environment, including without limitation:

     (i)   all  requirements,  including  but not limited to those pertaining to
reporting,  licensing,  permitting,  investigation and remediation of emissions,
discharges,  releases  or  threatened  releases of Hazardous Materials, chemical
substances, pollutants, contaminants or hazardous or toxic substances, materials
or  wastes  whether  solid,  liquid  or gaseous in nature, into the air, surface
water,  groundwater  or  land,  or  relating  to  the  manufacture,  processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
chemical  substances, pollutants, contaminants or hazardous or toxic substances,
materials,  or  wastes,  whether  solid,  liquid  or  gaseous  in  nature;  and

    (ii)  all  requirements pertaining to the protection of the health and
safety of employees  or  the  public.

For  purposes of this paragraph 44, "Environmental Damages" means all  claims,
judgments,  damages,  losses,  penalties,  fines, liabilities (including strict
liability), encumbrances, liens, costs and expenses of investigation and defense
of  any claim, whether or not such claim is ultimately defeated, and of any good
faith  settlement  of  judgment,  of  whatever  kind  or  nature,  contingent or
otherwise, matured or unmatured, foreseeable or unforeseeable, including without
limitation  reasonable  attorneys' fees and disbursements and consultants' fees,
any  of  which are incurred at any time as a result of the existence on or after
the  date  upon  which  Lessee takes possession of the Premises (the "Possession
Date")  of  Hazardous  Material  upon,  about, beneath the Premises, Building or
Office  Building  Project  or migrating or threatening to migrate to or from the
Premises, Building or Office Building Project or the existence of a violation of
Enviromnental  Requirements  pertaining  to  the  Premises,  Building  or Office
Building Project, regardless of whether the existence of such Hazardous Material
or  the  violation  of  Environmental  Requirements  arose  prior to the present
ownership or operation of the Premises, Building or Office Building Project, and
including  without  limitation:

     (i)   damages  for  personal  injury,  or  injury  to  property  or natural
resources  occurring  upon  or  off of the Premises, Building or Office Building
Project,  foreseeable  or  unforeseeable,  including,  without  limitation, lost
profits,  consequential  damages,  the  cost of demolition and rebuilding of any
improvements  on real property, interest and penalties including but not limited
to claims brought by or oil behalf of employees of Lessee, with respect to which
Lessee  waives  any immunity to which it may be entitled under any industrial or
worker's  compensation  laws;

<PAGE>

     (ii) fees incurred for the service of attorneys, consultants, contractors,
experts,  laboratories  and  all  other  costs  incurred  in connection with the
investigation  or  remediation  of  such  Hazardous  Materials  or  violation of
Environmental Requirements including, but not limited to, the preparation of any
feasibility  studies  or  reports  or  the performance of any cleanup, remedial,
removal,  response,  abatement,  containment, closure, restoration or monitoring
work  required  by  any federal, state or local governmental agency or political
subdivision, or reasonably necessary to snake full economic use of the Premises,
Building  or Office Building Project or any other property or otherwise expended
in  connection  with  such  conditions,  and  including  without  limitation any
attorneys'  fees,  costs  and  expenses  incurred  in  enforcing  thus  Lease or
collection  of  any  sums  due  hereunder;

     (iii)  liability  to  any  third  person  or  governmental agency to
indemnify  such person or agency for costs expended in connection with the items
referenced  in  subparagraph  (ii)  herein;  and

     (iv)  diminution  in the value of the Premises, Building or Office Building
Project,  and  damages for the loss of business and restriction on the use of or
adverse impact on the marketing of rentable or usable space or of any amenity of
the  Premises,  Building  or  Office  Building  Project.

43.2     Lessee's  Obligations.

     Lessee,  at  its sole cost and expense, shall comply with all Environmental
Requirements  relating  to  the

<PAGE>
storage,  use and disposal of all Hazardous Materials, including those materials
identified  in  Sections  66680  through  66685  of  Title  22 of the California
Administrative  Code,  Division  4,  Chapter  30  ("Title22") as the same may be
amended from time to time. If Lessee does store, use or dispose of any Hazardous
Materials  other  than  copy  machine  toners  or  similar  commonly used office
supplies,  Lessee  shall notify Landlord in writing at least ten (10) days prior
to  the  first  appearance of such materials on the Premises, Building or Office
Building  Project, and Lessor shall have the right to disapprove of Lessee's use
thereof  on  the  Premises  (provided  that  the  Lessor's failure to disapprove
thereof  shall  not  constitute  Lessor's approval thereof or excuse Lessee from
complying  with  the  terms  of  this  paragraph 44), and Lessee's failure to so
notify  Lessor  shall  constitute  a  default  under this Lease. Lessee shall be
solely  responsible  for  and shall protect, defend, indemnify, and hold Lessor,
its  agents  and contractors harmless from and against all Environmental Damages
arising  out of or in connection with the storage, use and disposal of Hazardous
Materials by Lessee, its officers, employees, agents, representatives, servants,
subtenants,  concessionaires, licensees, contractors, invitees or permittees. If
the presence of Hazardous Materials on the Premises, Building or Office Building
Project  caused or permitted by Lessee results in contamination or deterioration
of  water  or soil resulting in a level of contamination greater than the levels
established  by  any  governmental  agency  (raving  jurisdiction  over  such
contamination,  then  Lessee  shall, at its sole cost and expense, promptly take
any  arid all action necessary to clean up such contamination if required by law
or  as  a  condition  to  the  issuance  or  continuing  effectiveness  of  any
governmental  approval  which  relates  to  tire use orthe Premises, Building or
Offcc  Building  Project.  If  at  any lime prior to the expiration of the Lease
Term,  Lessor  shall  reach a reasonable good faith determination that Lessee or
its  officers,  employees,  agents,  representatives,  servants,  subtenants,
concessionaires,  licensees, contractors, invitees or permitees have at any time
violated  any Environmental Requirements, discharged any Hazardous Material onto
the  Premises,  Building  or  Office  Building  Project, or surrounding areas or
otherwise  subjected  Lessor  or  the  Office  Building Project to liability for
Environmental  Damages,  then  Lessor  shall have the right to require Lessee to
conduct appropriate tests of water arid soil and to deliver to Lessor the result
of  such  tests  to  demonstrate  that  no  contamination  in  excess of legally
permitted  levels  has  occurred  as  a result of Lessee's use of tire Premises,
Building  or Office Building Project. If (lie presence of Hazardous Materials on
die  Premises,  Building  or  Office  Building Project is caused or permitted by
Lessee  or  its  officers,  employees,  agents,  representatives,  servants,
subtetiants,  concessionaires,  licensees,  contractors,  invitees or permittees
such  that  Lessor or Lessee becomes obligated to conduct the necessary clean-up
of  such  contamination  as required above, then, Lessee shall further be solely
responsible  for,  and  shall  protect,  defend,  indemnify and hold Lessor, its
agents  and  contractors  harmless  from  and  against  all  claims,  costs  and
liabilities,  including  actual  attorneys' fees, expert witness fees and costs,
arising  out  of or in connection with any removal, cleanup and restoration work
and  materials  required  hereunder  to  return the Premises, Building or Office
Building  Project  and any other property of whatever nature to conditions which
existed  prior  to  Lessee's  use thereof and which are within acceptable levels
according  to  all  Environmental  Requirepients  or any other Federal, State or
local  governmental  requirements.  Lessee's obligations hereunder shall survive
tile  expiration  or  earlier  termination  of  this  Lease.

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

45.     Conflict.  Any  conflict  between  the  printed  provisions, Exhibits or
Addenda  of  this  Lease  and  (the
computer-generated,  typewritten  or  handwritten  provisions,  if any, shall be
controlled  by  tire  computergenerated,  typewritten or handwritten provisions.

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

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

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

49.     Work  Letter.  This Lease is supplemented by that certain Work Letter of
even  date  executed  by  Lessor
and  Lessee  attached  hereto  as  Exhibit  D  and  incorporated  herein by this
reference.

50.     Waiver  Or  Jury  Trial. Lessor and Lessee hereby waive their respective
rights  to  trial  by  jury  of  any
cause  of  action,  claim,  counter-claim  or  cross-complaint  in  any  action,
proceeding  and/or  hearing  brought  by  either Lessor against Lessee or Lessee
against  Lessor on any matter whatsoever arising out of, or in any way connected
with,  this  Lease,  the  relationship  of  Lessor  or  Lessee,  Lessee's use or
occupancy  of the Premises, or any claim of injury or damage, or the enforcement
of any remedy under any law, statute, or regulation, emergency or otherwise, now
or hereafter in effect. Notwithstand the foregoing, Lessor and Lessee agree that
this  waiver  shall not be effective where the legal effect of such waiver would
be  to  invalidate, in whole or in part, or to limit or impair in any manner any
policy  of insurance in force for the benefit of Lessor or Lessee or to limit or
impair  any  rights, remedies or coverage afforded by such policy or policies of
insurance.  Lessee

<PAGE>

agrees  that  any  lawsuit  brought  by Lessee against Lessor must be filed in a
court  of  competent  jurisdiction  in  the  County  of  Los  Angeles.

51.         AttachmentS.   Attached  hereto are the following documents
which  constitute  a  part  of  this  Lease:

Exhibit  A  -  Premises  Floor  Plan
Exhibit  B  -  Office  Building  Project
Exhibit  C  -  Rules  and  Regulations
Exhibit  D  -  Work  Letter
Exhibit  E  -  Omitted.
ADDENDUM    -  Option  to  Extend



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

IF  THIS  LEASE  HAS  BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR
ATTORNEY  FOR  APPROVAL.  NO  REPRESENTATION  OR  RECOMMENDATION  IS MADE BY THE
LESSOR, ITS COUNSEL, ANY REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE
LEGAL  SUFFICIENCY,  LEGAL  EFFECT,  OR  TAX  CONSEQUENCES  OF THIS LEASE OR THE
TRANSACTION  RELATING  THERETO; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF
THEIR  OWN  LEGAL  COUNSEL  AS  TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.


LESSOR:                                              LESSEE:
JOHN  HANCOCK  MUTUAL  LIFE  INSURANCE               SANGUI  BIOTECH,  INC.,
COMPANY,  INC.,  a  Massachusetts  corporation       Delaware corporation

By:  /s/  Timothy  J.  Malik                         By:  /s/  John  J.  Kiang
   -------------------------                            ----------------------
Name:  Timothy  J.  Malik                            Name:  John  J.  Kiang
Title:  Investment  Officer                          Title:  President  &  CEO
Date:  09/10/96                                      Date:  09/09/96

<PAGE>


PAGE
----



3.3     Early  Possession.  If  Lessee  occupies the Premises prior to
said Target Commencement Date, such occupancy shall be subject to all provisions
of  this  Lease, such occupancy shall not change the expiration date, and Lessee
shall pay prorated rent for such occupancy based on the actual number of days in
the  applicable  month.

3.4     Uncertain CommencemenT. Upon the determination of the actual
Commencement  Date,  Lessee and Lessor shall, upon request by Lessor, execute an
Acceptance  of  Office  Space  in substantially the form of Exhibit "E" attached
hereto  establishing  the  Commencement  Date  pursuant  to paragraph 3.1 above.

4.       Rent.

4.1     Base  RenT.  Except  as may be otherwise expressly provided in this
Lease,  Lessee  shall  pay to Lessor the Base Rent for the Premises set forth in
paragraph 1.6 of the Basic Lease Provisions, without offset or deduction. Lessee
shall  pay  Lessor  upon  execution  hereof  the  advance Base Rent described in
paragraph 1.8 of the Basic Lease Provisions. Rent for any period during the term
hereof  which is for less than one month shall be prorated based upon the actual
number  of  days of the calendar month involved. Rent shall be payable in lawful
money of the United States to the Payee specified in paragraph 1.14 of the Basic
Lease  Provisions  and  at  the address specified in paragraph 1.15 of the Basic
Lease  Provisions or to such other persons or at such other places as Lessor may
designate  in  writing.  The  monthly  Base  Rent  shall  be  as  follows:

Months               Rent  Per  Month                          Rent  Per  Year
12/2/99-03/1/00      $1,814.40  (I.G./ MO.FIXTURIZATION)       $ 5,443.20
03/2/00-12/1/00      $3,628.80  (I.G./  MO.)                   $32,659.20
12/2/00-12/1/01      $3,864.00  (I.G./  MO.)                   $46,368.00
12/2/01-12/1/02      $4,032.00  (I.G./  MO.)                   $48,384.00

4.2     Definitions.  The  following  definitions shall apply to this Article 4:

4.2.1.     "Expense  Base  Year" shall be as specified in paragraph 1.11 of
the  Basic  LeaseProvisions.

4.2.2.     "Tax  Base  Year" shall be as specified in paragraph 1.12 of the
Basic  Lease  Provisions.

4.2.3.    "Expense  Comparison  Year"  shall  mean each successive calendar year
after  the  Expense  Base  Year  during  the  Lease  Term.

4.2.4.     "Tax  Comparison  Year" shall mean each successive calendar year
after  the  Tax  Base  Year  during  the  Lease  Term.

<PAGE>

4.2.5.     "Lessee's  Expense Share" shall mean the percentage set forth in
paragraph  1.10  of  the  Basic Lease  Provisions,  which  percentage  has  been
determined  by  dividing  the approximate  rentable  square  footage  of the
Premises by the total approximate rentable  square  footage contained in the
"Brookhollow Office Park Project". It is  understood and agreed that the square
footage figures set forth in the Basic Lease Provisions are approximations which
Lessor and Lessee agree are reasonable and  shall not be subject to revision
except in connection with an actual change in  the size of the Premises or a
change in the space available for lease in the "Brookhollow  Office Park
Project". It is further agreed that Lessee shall in no event be entitled to a
credit to or adjustment of Lessee's Expense Share payable hereunder,  even  if
the  ratio  of  Operating Expenses actually paid by Lessee compared  to  total
Operating  Expenses  actually  paid by other lessees of the "Brookhollow  Office
Park Project" exceeds Lessee's Expense Share (as it might, by  way  of  example
only and not limitation, if some leases of the "Brookhollow Office Park Project"
are made on a "full gross" basis, in which case the lessees under  such  leases
would not directly pay any portion of the Operating Expenses or increase
therein).

4.2.6.     "Lessee's  Tax  Share"  shall  mean  the percentage specified in
paragraph 1.10 of the Basic Lease Provisions,  which  percentage  has  been
determined by dividing the approximate rentable  square  footage  of  the
Premises by total approximate rentable square footage  contained  in  the
"Brookhollow Office Park Project".  It is understood and  agreed  that  the
square  footage  figures  set  forth  in the Basic Lease Provisions  are
approximations which Lessor and Lessee agree are reasonable and shall  not
 be subject to revision except in connection with an actual change in
size  of  the  Premises  or  a  change  in  the space available for lease in the
"Brookhollow Office Park Project." It is agreed that Lessee shall in no event be
entitled  to  a credit to or adjustment of Lessee's Tax Share payable hereunder,
even  if the ratio of Applicable Taxes actually paid by Lessee compared to total
applicable  Taxes actually paid by other lessees of the "Brookhollow Office Park
Project"  exceeds  Lessee's  Tax  Share.

4.2.7      "Operating  Expenses" is defined, for purposes of this Lease, to
include  all  costs,  if  any,  incurred by  Lessor  in  the  exercise  of  its
reasonable  discretion,  for: