CARLSERG MANAGEMENT COMPANY
        6171 WEST CENTURY BOULEVARD, SUITE [00
        LOS ANGELES, CALIFORNIA 90045
        POST OFFICE BOX 92006
        LOS ANGELES, CALIFORNIA 90009-2006
        310 258-9000   FAX 310 258-9009


        September 13, 2002

        Mr. Jerald S. Howe, Jr.
        Senior Vice President and General Counsel
        Veridian Corporation 1200 S. Hayes Street, Suite 1100
        Arlington, VA 22202

        Re: Sublease between Veridian Commercial Operations, Inc. (Landlord)
            and Accesspoint Corporation (Tenant)

        Dear Mr. Howe:

        6171, Ltd., a California limited partnership, the owner of California
        LAX Center, approves the sublease document referenced above. This
        approval is effective so long as Veridian Corporation, the Master
        Lease guarantor, remains fully liable for the Master Lease as outlined
        in Exhibit "E" (Guaranty of Lease) of the Master Lease between 6171.
        Ltd. and Veritect, Inc.

        It is also understood that Veridian Commercial Operations, Inc. is a
        wholly-owned subsidiary of Veridian Corporation.

        Sincerely yours,

        6171, Ltd.
        a California limited partnership
        By CARLSBERG PROPERTIES, INC.,
        a California corporation



        William W. Geary, Jr
        Its President

        WWG/cs


                                       1
<PAGE>

                              AGREEMENT OF SUBLEASE


     THIS AGREEMENT OF SUBLEASE (this "Sublease") is made this day of August,
2002 by and between VERIDIAN COMMERCIAL OPERATIONS, INC. (dba Veritect, Inc.), a
Delaware corporation, ("Landlord"), and ACCESSPOINT CORPORATION, a Nevada
corporation ("Tenant").

                                   WITNESSETH:

     WHEREAS, pursuant to that certain Lease dated as of June 1, 2000, (the
"Prime Lease"), Landlord leased from 6171 Ltd., a California limited partnership
("Prime Landlord"), approximately 11,172 rentable square feet which is
delineated on Exhibit A attached hereto (the "Demised Premises") of the building
located at 6171 W. Century Blvd, Los Angeles, California 90045 (the "Building").

     WHEREAS, Tenant desires to sublease from Landlord the Demised Premises;

     WHEREAS, the parties hereto desire to provide for the rental and other
terms and conditions of such sublease as hereinafter set forth;

     NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:

     1. Demised Premises. Landlord hereby subleases the Demised Promises to
Tenant, and Tenant hereby subleases the Demised Premises from Landlord, for the
term and subject to the agreements, covenants and conditions hereinafter set
forth.
                                       2
<PAGE>

     2. Term.

     (a) Except as set forth in this subsection below, the term of this Sublease
(the "Term") shall commence on the earlier of (i) October 1, 2002 or (ii) the
date upon which Tenant shall commence business operations in the Demised
Premises (such earlier date, the "Commencement Date"), and shall end at 11:59
p.m. on March 30. 2011 (the "Expiration_Date"), or on any earlier date on which
the Term shall be cancelled or terminated as hereinafter provided or pursuant to
law. If Landlord shall be unable to deliver possession of the Demised Premises
to Tenant on the Commencement Date for any reason, Landlord shall not be subject
to any liability for failure to tender possession on said date. In such event,
the rent covenanted to be paid herein shall not commence and the Commencement
Date shall not be deemed to have occurred until possession of the Demised
Premises is tendered to Tenant. Except as set forth in this subsection below,
Landlord's failure to give possession on the Commencement Date shall not affect
the validity of this Sublease or the obligations of Tenant hereunder, further,
such failure shall not be construed to extend the Term, which shall in all
events expire on the Expiration Date as set forth herein.

     3. Rent.

     (a) Tenant hereby covenants and agrees to pay during the Term hereof annual
base rent ("Annual Base Rent") of One Hundred Forty-seven Thousand and 4/100
Dollars ($147,470.04), payable without deduction, set-off, or demand in initial
equal monthly installments of Twelve Thousand Two Hundred Eighty-nine and 20/100
Dollars ($12,289.20), in advance. On the first day of the second Lease Year (as
defined below) and the first day of each successive Lease Year thereafter, said
Annual Base Rent shall escalate by Six Thousand Seven Hundred Three and 20/100
Dollars ($6,703.20) over the prior year's Annual Base Rent. The first
installment of Annual Base Rent shall he due and payable upon execution of this
Sublease and shall be applied to the installment of Annual Base Rent due for
December 2002. On the first day of December 2002 Tenant shall pay one half (1/2)
of the installment of Annual Base Rent due for November 2002. All remaining
monthly installments of Annual Base Rent shall be payable in advance, without
notice, on the first day of each and every calendar month during the Term
commencing on the first day of January 2003. Landlord hereby expressly agrees to
abate all installments of Annual Base Rent due for October 2002 and one-half
(1/2) of November 2002. If the first or last month of the Term is less than a
full month, Annual Base Rent for such partial calendar month shall be prorated
based upon the actual number of days in such calendar month during the Term. For
the purposes of this Sublease, the term "Lease Year" shall mean the period of
twelve (12) consecutive months commencing on the Commencement Date and each
successive twelve (12) month period thereafter; provided that if the
Commencement Date is not the first day of a calendar month then the first Lease
Year shall commence on the Commencement Date and continue through the end of the
calendar month in which the Commencement Date falls and for eleven (11) calendar
months thereafter.

                                       3
<PAGE>

     (b) In addition to the Annual Base Rent, Tenant shall pay to Landlord as
further and additional rent hereunder, all sums of money, costs and charges of
whatever nature or manner required to be paid by Tenant to Landlord or otherwise
pursuant to this Sublease, other than Annual Base Rent (the "Additional Rent"),
as and when required under any provision of this Sublease. (i) Tenant hereby
covenants and agrees to pay Landlord, in addition to the Annual Base Rent and
other charges and sums payable by Tenant under this Sublease, and as Additional
Rent hereunder, all Real Property Taxes, Personal Property Taxes, Insurance
Costs, Utility Costs and Operating Expenses payable by Landlord to the Prime
Landlord (collectively the, "Pass Through Expenses") pursuant to the Prime Lease
(as such Pass Through Expenses may be adjusted by Prime Landlord in accordance
with the provisions of the Prime Lease) to the extent such Pass Through Expenses
exceed the Pass Through Expenses for the 2002 calendar year (the "Pass Through
Expenses Base Amount") and all Environmental Surcharges payable by Landlord
under the Prime Lease and attributable in whole or in part to any period after
the Commencement Date and before the Expiration Date. Payments of all Additional
Rent pursuant to this Section 3(c)(i) (shall be due within ten (10) days after
Tenant's receipt of a written invoice therefore from Landlord. unless otherwise
provided for hereunder.

     (ii) At the option and discretion of Landlord, Landlord may from time to
time during the Term hereof deliver to Tenant a good faith written estimate or
revised written estimate of the amount which will be payable by Tenant pursuant
to Subsection 3(d)(i) hereof with respect to any calendar year or part Thereof
during the Term (the "Estimated Pass Through Expenses Increase"). Commencing
with the first monthly installment of Rent becoming due and payable hereunder
after the date of any such estimate of Estimated Pass Through Expenses Increase,
and with each successive monthly installment of Annual Base Rent until
Landlord's next estimate is rendered, Tenant shall pay to Landlord, as
Additional Rent, the sum specified by Landlord which is equal to one-twelfth
(1/12) of the Estimated Pass Through Expenses Increase (including with such
first monthly installment after the date of each such estimate, the amount by
which the Estimated Pass Through Expenses Increase attributable to the period
prior to such notice exceeds the amount already paid on account thereof by
Tenant). Landlord shall furnish to Tenant, after the receipt by Landlord of
Prime Landlord's annual statement of Pass Through Expenses, a statement setting
for the amount payable by Tenant pursuant to Section 3(c)(i) hereof for the
immediately preceding calendar year and Tenant shall pay to Landlord any
deficiency (to the extent such calendar year falls within the Term) or Landlord
shall credit toward future installments of Estimated Pass Through Expenses
Increase any overpayment by Tenant of Estimated Pass Through Expenses Increase
for the immediately preceding calendar year (to the extent such calendar year
falls within the Term), provided. However, that if the Term shall terminate or
expire prior to the full application of such credit (and if all amounts due to
Landlord by Tenant shall have been paid), any balance due to Tenant shall be
refunded within thirty (30) days following the date of such termination or
expiration. Each of Landlord's statements shall be conclusive and binding on
Tenant if Tenant does not dispute such statement in writing within forty-five
(45) days after Tenant's receipt thereof

                                       4
<PAGE>

     (d) All Annual Past Rent and Additional Rent (collectively, "Rent') shall
be payable to Landlord at Accounts Receivable, Veridian Commercial Operations,
Inc., 10560 Arrowhead Dr., Fairfax, Virginia 22030-2305 or at such other address
as Landlord may hereafter designate in writing, in lawful money of the United
States, Without notice, demand, setoff or deduction whatsoever, at the times and
in the manner specified in this Sublease.

     (e) If Tenant fails to pay any installment of Annual Base Rent or Estimated
Pass Through Expenses Increase within five (5) business days after such
installment becomes due and payable, or if Tenant fails to pay any other sum
within five (5) business days after the due date thereof, such unpaid
installment or other sum shall bear interest from the due date at the rate per
annum which is three percent (3%) in excess of the "prime rate" as published in
the "Money Rates" section of The Wall Street Journal (or, if less, the maximum
interest rate allowed by law) (such rate, the "Sublease Interest Rate") from the
date such installment or other sum first became due and payable to the date of
payment thereof by Tenant. In addition, Tenant acknowledges that late payment of
any installment of Annual Base Rent or any other sum payable by Tenant to
Landlord hereunder will cause Landlord to incur costs not contemplated by this
Sublease, the exact amount of such costs being extremely difficult and
impracticable to assess. Therefore, if any installment of Annual Base Rent or
any other sum payable by Tenant to Landlord hereunder is not received by
Landlord when due, Tenant shall pay to Landlord a late charge of three percent
(3%) of the amount of such installment or other sum. Such late charge and
interest shall constitute Additional Rent hereunder, due and payable with the
next regular monthly installment of Rent, or, if no such regular monthly
installment remains to be paid (whether by reason of acceleration, expiration or
termination of the Term or otherwise) shall be due and payable immediately,
Acceptance of any late charge or interest shall not constitute a waiver of
Tenant's default with respect to the overdue amount or prevent Landlord from
exercising any of the rights and remedies available to Landlord.

                                       5
<PAGE>

     4. Security Deposit.

(a) Upon execution hereof Tenant shall deposit with Landlord a security deposit
("Security Deposit"), in the form of a Letter of Credit (as defined below), in
the amount of Seventy-three Thousand Seven Hundred Thirty-five and 20/100
Dollars ($73,235.20) which Security Deposit shall be retained by Landlord as
partial security for the faithful performance of all the covenants, conditions
and agreements set forth or referenced in this Sublease. The Landlord's right to
the possession of the Demised Premises for non-payment of Rent or for any other
reason shall not be reduced by reason of the fact that Landlord holds this
Security Deposit. In the event of any default by Tenant under this Sublease,
Landlord shall have the right, but not the obligation, to draw on the Letter of
Credit in whole or in part and to apply all or any part of the proceeds
therefrom to (i) cure such default and/or (ii) to pay or reimburse any and all
costs, damages, expenses losses or otherwise incurred or suffered in connection
with such default or repossession of the Demised Premises or to other damages
provided for in the Prime Lease or herein. in either event Tenant shall be
obligated to, and shall, within five (5) business days after Tenants receipt of
a written request from Landlord, deposit an additional Letter of Credit in the
amount necessary to restore the Security Deposit to the amount of the original
Letter of Credit deposited hereunder or such reduced amount as may be required
subject to Section 4(d) below. Any application of the Security Deposit by
Landlord shall not excuse or reduce Tenant's liability for defaults hereunder
nor prevent Landlord from exercising any other rights or remedies provided for
hereunder, at law and/or in equity, nor operate as a limitation on any recovery
to which Landlord may otherwise be entitled. Any remaining portion of the
Security Deposit, if not applied, used or retained by Landlord for the purposes
set forth above, is to be returned to Tenant after this Sublease is terminated
or expires on its own terms, hereunder, provided, however, that in no event is
any remaining balance of the Security Deposit to be returned to Tenant until
Tenant has vacated the Demised Premises and delivered possession to Landlord in
accordance with the terms hereof. Tenant hereby waives the provisions of Section
1950.7 of the California Civil Code and all other provisions of law, now or
hereafter in effect, which might limit in any way the Landlord's application of
the Security Deposit, it being agreed that Landlord may apply the Security
Deposit in any manner and to any sum described herein.

                                       6
<PAGE>

     (b) For purposes of this Sublease, the "Letter of Credit" shall mean an
unconditional, irrevocable, transferable letter of credit in substantially the
form attached hereto as Exhibit B, which permits partial draws, having an
expiration date of not less than twelve (12) months from issuance, and drawn on
a federally insured banking institution organized under the laws of the United
States which (i) has capital and surplus of $2,000,000,000 or more as reported
in the most recent edition of Polks World Bank Directory or a similar reporting
service, (ii) is not subject to any supervisory agreement or regulatory order
imposed by the Comptroller of the Currency or the Federal Deposit Insurance
Corporation relating to its financial soundness, and (iii) has an office or a
correspondent in the Washington, D.C. or Los Angeles metropolitan areas. Tenant
shall deliver to Landlord, not later than thirty (30) days before the scheduled
expiration date of any Letter of Credit, an extension or renewal of such Letter
of Credit for a period of not less than twelve (12) months. If Tenant fails to
timely deliver such renewed or extended Letter of Credit, Landlord shall be
entitled to draw on such Letter of Credit prior to its expiration and hold the
drawn funds in accordance with the terms of this Sublease. This Section 4 shall
apply equally to any renewed or extended Letter of Credit.

     (c) The amount of the Security Deposit is not intended to and shall not
serve as a limitation of Tenant's liability to Landlord under this Sublease.
Landlord expressly reserves each of its legal and equitable remedies against
Tenant with respect to this Sublease.

     (d) The amount of the Security Deposit required under this Section 4 shall
be reduced by Twelve Thousand Two Hundred Eighty-nine 20/100 Dollars
($12,289.20) on the last day of each of the 12, 18, 24, 30 and 36 months of the
Term (each period a "Reduction Period"), provided that at any such Reduction
Period (1)Tenant is not then in default under this Sublease or the Prime Lease;
and (2) no Event of Default (as defined below) has occurred in the six (6)
months of the Term preceding such Reduction Period. The foregoing
notwithstanding, the Security Deposit shall never be reduced to an amount that
is less than Twelve Thousand Two Hundred Eighty-nine 20/100 Dollars ($12,289.20)
as a result of this Section 4(d).

                                       7
<PAGE>

     5. Care and Restoration of the Demised Premises.

     Without limiting any other provision of this Sublease or of the Prime
Lease, 'tenant shall take good care of the Demised Premises, shall suffer no
waste or injury thereto and shall comply with all laws, orders had regulations
applicable to the Demised Premises, the Building and/or to 'tenant's use,
occupancy or manner of use or occupancy thereof or which are imposed on Landlord
as tenant under the Prime Lease.

     6. Alterations.

     (a) Condition of Demised Premises. Tenant shall accept the Demised Premises
in its "as-is" condition, and Landlord shall not be required to perform any
alterations or other work in connection therewith and to the extent permitted by
law, Tenant waives Sections 1941 and 1942 of the Civil Code of California or any
successor provision of law. Prior to the Commencement Date, Tenant shall have
reasonable access to the Demised Premises solely for the purposes of installing
office equipment (including computer systems and servers) and furniture,
provided such installation is permitted under and is performed in accordance
with the Prime Lease and this Sublease. Such early access shall not advance the
expiration of the Term and Tenant covenants and agrees that such access shall be
deemed subject to all of the Tenant's obligations, restrictions and covenants
under the Prime Lease and this Sublease, except that no Rent shall be due to the
Landlord from the Tenant for the period of such early access, provided Tenant
does not commence business operations on the Demised Premises prior to the
Commencement Date.

     (b) Restrictions on Alterations. Tenant will not make any alterations,
installations, changes, replacements, additions or improvements in or to the
Demised Premises or any part thereof, or to the Building or the Building's
systems (collectively, the "Alterations"), without the express prior written
consent of Landlord in each instance, which consent may be withheld or given in
the sole discretion of Landlord. Any Alterations shall be effected only in
accordance with the provisions of the Prime Lease and this Sublease and are
subject to the consent of the Prime Landlord. Any Alteration that Tenant desires
to undertake shall be presented to Landlord in written form with detailed plans
thereof. Landlord shall notify Tenant in writing whether it approves or
disapproves said Alteration and/or plans. Landlord's approval of such plans
shall create no responsibility or liability on the part of Landlord for their
completeness, design sufficiency, or compliance with applicable laws,
ordinances, regulations, codes and other governmental requirements. Tenant shall
reimburse Prime Landlord under Section 12 of the Prime Lease for Prime
Landlord's review of Tenant's plans for any proposed Alteration. Tenant shall
also reimburse Landlord in a sum not to exceed $500.00 for Landlord's review of
Tenant's plans for any proposed Alteration. All Alterations shall be made under
the supervision of a competent architect or licensed structural engineer, in a
good and workmanlike manner and in accordance with plans approved by Landlord
and all applicable laws. Tenant shall promptly pay for all work related to any
Alteration whether done by Tenant or upon Tenant's order, and Tenant shall not
permit or suffer any mechanic's, material men's or laborer's lien to be filed
against this Sublease, Tenant's interest in this Sublease, the Demised Premises
or the Building, which lien shall arise from the acts or omissions of Tenant,
its agents, employees or contractors. If. notwithstanding the foregoing, any
mechanic's, material men's or laborer's lien is filed against this Sub1ea~e,
Tenant's interest in this Sublease, the Demised Premises or the Building as a
result of work done by Tenant or upon Tenant's order, Tenant shall discharge or
bond around to Landlord's satisfaction such lien(s) within fifteen (15) days of
the filing thereof.

                                       8
<PAGE>

(c) Alterations Become Property of Landlord. All Alterations shall, upon
installation, become the property of Landlord (or the Prime Landlord if so
provided under the Prime Lease) and shall remain upon, and he surrendered with,
the Demised Premises unless Landlord, by notice to Tenant at the time of
Landlord's approval of the plans for such Alterations elects to relinquish
Landlords right thereto and to have such Alterations, or any portion thereof,
removed by Tenant, in which event the same shall be removed from the Demised
Premises by Tenant prior to the Expiration Date at Tenant's expense. Any movable
personal property not attached or affixed to, or built into, any part of the
Demised Premises and paid for solely by Tenant (whether or not so attached or
fixed) (collectively, the "Tenant Property') shall be the property of Tenant
and, subject to the Prime Lease, may be removed by Tenant prior to the
expiration or earlier termination of the Term of this Sublease, provided that
Tenant shall repair, or shall reimburse Landlord immediately upon demand for all
costs and expenses incurred in repairing any damage to the Demised Premises or
the Building occasioned by such removal, all so as to restore the Demised
Premises to the condition required under Section 7 hereof Any of Tenant's
Property which is not removed when permitted to be removed by this Section 6
shall be deemed to have been abandoned and may, at the election of Landlord,
either be retained as Landlord's property or removed from the Demised Premises
by Landlord at Tenant's expense. If Landlord removes any Tenant Property, all
costs and expenses incurred in connection with such removal, plus interest
thereon at the Sublease Interest Rate until all such amounts and all accrued
interest thereon have been paid, shall be deemed Additional Rent and shall be
payable upon Landlord's demand thereof.

     7. Surrender.

Upon the Expiration Date or earlier termination of this Sublease, Tenant shall
quit and surrender to Landlord the Demised Premises, broom clean arid in as good
order and condition as on the Commencement Date, ordinary wear and tear and
damage from insured casualty excepted, and subject to the provisions of this
Section 6, Tenant shall remove from the Demised Premises all of Tenant's
Property. Tenant's obligation to perform and observe this covenant shall survive
the expiration or other termination of the Term.

                                       9
<PAGE>

     8. Use: Furniture.

(a) Tenant shall use and occupy the Demised Premises solely for general office
purposes and then only in accordance with the uses permitted under applicable
zoning and other laws, rules and regulations, the rules issued by the Prime
Landlord, as the same may be amended or modified from time to time and for no
other purpose whatsoever without the prior written consent of Landlord. Tenant
shall comply with all laws, ordinances, rules, orders and regulations of the
United States of America, the State of California or any other public or
quasi-public authority having jurisdiction over the Demised Premises or the
Building at any time promulgated and in force, affecting the use or manner of
use by Tenant of all or any part of the Demised Premises and the Building, or
imposing any duty upon Prime Landlord, Landlord or Tenant with respect to the
use, occupation or alteration of the Demised Premises. The failure of Tenant to
obtain any licenses or permits required of Tenant to operate its business at the
Demised Premises shall not relieve Tenant of its obligations hereunder as of the
Commencement Date. As of the Commencement Date, Tenant shall assume
responsibility for obtaining and maintaining any city inspection records,
occupancy permits. licenses or otherwise that may be required for its use and/or
occupancy of the Demised Premises that arise from alterations made to the
Demised Premises by Tenant or otherwise.


(b) This Sublease shall include the furniture and equipment listed on Exhibit C
attached hereto (collectively, the "Furniture"), currently existing on the
Demised Premises. Tenant shall accept all of the Furniture in its "as-is"
"where-is" condition as of the Commencement Date. Tenant shall maintain the
Furniture in the same condition as of the Commencement Date, ordinary wear and
tear excepted, and upon the expiration or earlier termination of the Term,
Tenant shall deliver up the Furniture (or replacements thereof that are at least
equal to the Furniture in terms of type, quality, condition and age) to Landlord
in such condition, free of encumbrances. Tenant shall maintain all-risk
insurance with respect to the Furniture in accordance with the requirements of
Section 18 of the Prime Lease.
                                       10
<PAGE>

     9. Provisions of the Prime Lease.

(a) This Sublease is made upon, and Tenants rights under this Sublease are
subject to, the terms, covenants and conditions of the Prime Lease (excluding
Sections 2, 3, 4, 7, 8, 22, 36(a) and (s), Exhibits B, D, E and Sections 1-4 and
7-9 of Exhibit F thereof with the same force and effect as if fully set forth
herein at length, and except as otherwise provided for herein, Tenant shall
keep, observe and perform or cause to be kept, observed and performed,
faithfully all those terms, covenants and conditions of Landlord under the Prime
Lease, except the provisions excluded above, and Landlord shall have all rights
of Prime Landlord as set forth in the Prime Lease. The execution of this
Sublease, and Landlord's consent thereto, shall not relieve Landlord of any of
its obligations to the Prime Landlord under the Prime Lease. A copy of the Prime
Lease is attached hereto and made a part hereof as Exhibit D. The foregoing and
any other provision of this Sublease notwithstanding: (1) wherever this Sublease
incorporates a provision of the Prime Lease requiring the "Landlord" under the
Prime Lease to perform or provide some act or service, Landlord's sole
obligation shall be to use reasonable efforts to require the Prime Landlord to
perform or provide such act or service, and Landlord does not hereby or
otherwise obligate itself to undertake such act or service and shall not be in
any manner liable for its or the Prime Landlord's failure to do so and (ii) (a)
in any case or event where a time period is provided for the doing of any act by
the "Tenant" under the Prime Lease, then Tenant's period for doing the same
hereunder shall he reduced to one half (1/2) of any such time period, (b) in any
case where a time period is provided for the doing of any act by the "Landlord"
under the Prime Lease Landlord's period for doing the same hereunder shall be
extended to an additional five (5) days and (c) in the event of a conflict or
inconsistency between any term, covenant or condition hereof and of the Prime
Lease, that which is more restrictive to Tenant shall govern.

(b) In the event that the Prime Lease is terminated in accordance with its terms
for any reason, this Sublease shall automatically cease and terminate as of the
date upon which the Prime Lease is so terminated. Upon any such termination of
the Sublease for reasons other than (i) Tenant's default hereunder or (ii)
Landlord's default under the Prime Lease occasioned by Tenant's failure to
satisfy its obligations hereunder, all Annual Base Rent and Additional Rent due
and owing hereunder shall be prorated, as applicable, as of the date of such
termination and paid to Landlord, and thereafter neither party shall have any
further obligation or liability to the other arising from, through or under this
Sublease, except as set forth herein. Notwithstanding the foregoing, should the
Prime Lease be terminated prior to the earliest day when this Sublease could
have been terminated by Landlord pursuant to its terms due to a default by
Landlord under the Prime Lease (not related to Tenant's default or violation of
this Sublease), Landlord shall be liable to Tenant (and hereby indemnifies
Tenant against) for all actual damage to Tenant arising out of such early
termination, provided that in no case shall Landlord be liable for (or have an
obligation to indemnify Tenant for) any incidental or consequential damages.

                                       11
<PAGE>

     10. Hazardous Materials.

(a) Tenant shall not transport, use, store, maintain, generate, manufacture,
handle, dispose, release or discharge any Hazardous Materials, as defined in the
Prime Lease, upon the Demised Premises or upon any other portion of the
Building; however, that Tenant shall be entitled to use normal quantities of
Hazardous Materials customarily used in normal general office use (such as
copier toner, corrective fluids and cleaning supplies), in accordance with the
manufacturer's instructions thereof and all environmental and/or health laws,
rules or regulations relating thereto.

     11. Defaults.

(a) Events of Default. Any one or more of the following events shall be an
'Event of Default" hereunder:

     (i) Tenant shall fail to pay any Rent or other sum of money on the due date
for such payment, Provided, however, on the first (1st) occurrence of an Event
of Default, with respect to this Section 1 l(a)(i) only, in a calendar year,
Landlord shall notify Tenant of such Event of Default and Tenant shall have
three (3) days from Landlord's notice to cure said Event of Default. In the case
of any subsequent Defaults in the same calendar year, Landlord shall not be
required to notify Tenant and there shall be no three (3) day cure period.


     (ii) Tenant shall transfer or assign this Sublease or the estate of Tenant
hereunder, or any portion thereof, or shall sublease the Demised Premises or any
portion thereof, in violation of this Sublease.

     (iii) Tenant shall breach any of the covenants, conditions or provisions of
Sections 9 (use), 12 (alterations), 13 (mechanics' liens), 22 (assignment), 23
(hazardous materials), 24 (estoppel certificate), 25 (financial statements), 28
(subordination) 3 6(b) (recording) or 3 6(w) (easements) of the Prime Lease,
without the necessity of any notice by Landlord to Tenant thereof other than as
set for the in such Sections.

     (iv) Tenant fails to keep in effect any insurance required to be maintained
hereby or by the Prime Lease, and such failure continues for twenty (20) days
after notice thereof is given by or on behalf of Landlord.

                                       12
<PAGE>

     (v) Tenant shall default in the performance or observance of any covenant
or agreement of this Sublease or breaches a representation made hereunder (other
than a default described in subsections (i) through (iv) above), and shall not
cure such default within twenty (20) days after written notice of such default
is given by or on behalf of Landlord, unless such default is of such nature that
it cannot be cured within such twenty (20) day period and Tenant promptly shall
have commenced cure within ten (10) days after notice and shall diligently
prosecute the curing of same and actually cure same within a reasonable period
of time thereafter (not to exceed forty-five (45) days in the aggregate);
provided, however, that if three (3) or more such defaults under this Section 1
l(a)(v) shall occur in any twelve (12) month period, then notwithstanding that
any such defaults may have each been cured by Tenant, no further notice or
opportunity to cure shall be provided and any further default under this Section
1 1(a)(v) shall thereupon and immediately be deemed an Event of Default without
necessity of notice or an opportunity to cure.


     (vi) Tenant shall vacate or abandon the Demised Premises at any time during
the Term within the meaning of Section 1951.3 of the California Civil Code.

     (vii) Tenant shall sell its interest in the Demised Premises under
attachment, execution or similar legal process.

     (viii) (A) Tenant shall become "insolvent,' as defined in Title 11 of the
United States Code, entitled "Bankruptcy," 11 U.S.C. Section 101 et seq. (the
"Bankruptcy Code"), or under the insolvency laws of any state, district,
commonwealth or territory of the United States of America or under the laws of
any other country, district, commonwealth or territory having jurisdiction
("Insolvency Laws"); or (B) a receiver or custodian (or the equivalent of
either) shall be appointed for any or all of Tenant's property or assets, or a
foreclosure action shall be instituted on any of Tenant's property or assets; or
(C) Tenant shall file a voluntary petition or its equivalent under the
Bankruptcy Code or any Insolvency Laws; or (D) an involuntary petition or its
equivalent shall be filed against Tenant as the subject debtor under the
Bankruptcy Code or any Insolvency Laws, which petition shall not be dismissed
within sixty (60) days of Tenant's notice of the filing, or which results in
issuance of an order for relief against the debtor; or (E) Tenant shall make or
consent to an assignment of its property or assets, in whole or in part, for the
benefit of creditors, or a common law composition of creditors.

                                       13
<PAGE>

     (ix) There shall be a Chronic Delinquency by Tenant in the payment of Rent
of any other periodic payments required to be paid by Tenant under this
Sublease. "Chronic Delinquency" shall mean failure by Tenant to pay Rent or any
other payments required to be paid by Tenant under this Lease within three (3)
days after written notice thereof for any three (3) months (consecutive or
nonconsecutive) during any twelve (12) month period. In the event of a Chronic
Delinquency, at Landlord's option, Landlord shall have the additional right to
require that Rent and/or any other payments due under this Sublease be paid by
Tenant quarter-annually, in advance. This provision shall in no way modify
Tenant's obligation to pay Rent on the (1st) day of the month.

     Each notice specified or required above shall serve as, and not be in
addition to, any notice required under California Code of Civil Procedure
Section 1161 or otherwise regarding unlawful detainer actions.

     (b) Remedies. Upon the occurrence of an Event of Default, Landlord, without
notice to Tenant in any instance (except where expressly provided for below),
may do any one or more of the following:

     (i) declare the Term of this Sublease ended and this Sublease terminated
and canceled;

     (ii) if Landlord elects not to terminate this Sublease, Landlord may
re-enter and take possession of the Demised Premises, as improved, and every
part thereof and assign this Sublease or re-sublease the Demised Premises
(collectively, a "Relleting") at the risk and cost of Tenant, whose default
shall not relieve it of the responsibility for the difference between the Rent
herein reserved and/or required to be paid and the rent actually received by
Landlord upon a Reletting with respect to the portion of the Term remaining
after such default occurs. Any such Reletting shall be on such terms, rental and
conditions as Landlord may determine, and in no event shall Tenant have any
right to any excess of such net rents collected pursuant to any Reletting over
the sums due and payable by `tenant under this Sublease. In addition, in the
case of any such Relctting, Tenant shall be responsible for the following costs
incurred by Landlord: brokerage commissions, reasonable attorney's fees, the
expenses of placing the Demised Premises in rentable condition and expenses
related to the removal of any Alterations made by Tenant which removal is deemed
necessary by Landlord in Reletttng the Demised Premises. Landlord shall have no
duty to relet and shall not be liable for failure to relet all or any portion of
the Demised Premises or to collect rentals under any such Reletting, nor shall
Tenant be released from liability hereunder by reason thereof Any damage or loss
of Rent sustained by Landlord may be recovered from Tenant, at Landlord's
option, at the time of the Reletting, or in separate actions as said damages
become determinable from Relettings, or in a single action deferred until the
expiration of the Term (in which case the cause of action shall not accrue until
the stated expiration of the Term of this Sublease), or in a single action prior
to the Reletting or termination or expiration of this Sublease;

                                       14
<PAGE>

     (iii) should Landlord terminate this Lease as a result of Tenant's default,
then, in addition to the other remedies described in this Section 11(b), at any
time after said termination, at Landlord's election by written notice to Tenant,
Tenant shall pay to Landlord the value at the time of said election of the
excess, if any, of all Annual Base Rent and Additional Rent due-under this
Sublease for the remainder of the Term (which would remain hut for termination
of the Sublease by Landlord) over the then fair market sublease rental value of
the Demised Premises (taking into account the then remaining period of the Term)
subject to discount calculated with reference to the interest rate applicable at
the time of Landlord's election to 10-year United States Treasury obligations
maturing on that date which is the midpoint of the remaining Term of the
Sublease (but for Landlord's termination of the Sublease) as of the date of
Landlord's election; and/or

     (iv) perform, on behalf and at the expense of Tenant, any obligation of
Tenant under this Sublease which Tenant has failed to perform, the cost of which
performance by Landlord, together with interest thereon at the Sublease Interest
Rate from the date of such expenditure, shall be deemed Additional Rent and
shall be payable by Tenant to Landlord upon demand.

     In the event of any default hereunder by Tenant, Tenant agrees to
compensate Landlord for any court costs or attorney's fees incurred by Landlord
in enforcing the provisions of this Sublease.

     Nothing herein shall prevent Landlord from claiming and collecting, in
fill, damages for Rent accrued prior to termination of this Sublease and not
paid, or from claiming and collecting under any applicable laws any amounts
allowed thereby. If under the provisions of this Sublease applicable summary
process shall be served, and a compromise or settlement thereof shall be made,
such compromise or settlement shall not constitute a waiver of the covenants,
conditions or agreements herein contained, and no waiver by Landlord of my
breach of any covenant, condition or agreement herein contained shall operate as
a waiver of the covenant, condition or agreement itself or of any subsequent
breach thereof No provision of this Sublease shall be deemed to have been waived
by Landlord unless such waiver shall he in writing signed by Landlord. No
payment by Tenant or receipt by Landlord of a lesser amount than the monthly
installments of Rent herein stipulated shall be deemed to he other than on
account of the earliest stipulated Rent, nor shall any endorsement or statement
on any check or any lefter accompanying any check or payment as Rent be deenied
an accord and satisfaction, and Landlord may accept such check or payment
without prejudice to Landlord's right to recover the balance of such Rent or
pursue any other remedy.

                                       15
<PAGE>

     (e) Removal of Personal Property. In the event of any entry or retaking of
possession of the Demised Premises by Landlord upon the occurrence of a default,
Landlord shall have the right, but not the obligation, after fifteen (15) days
written notice to Tenant affording Tenant the right to remove its personal
property, to remove from the Demised Premises all or any part of the personal
property located therein and may place such property in storage at the expense
and risk of the owner or owners thereof, provided that the notice provided for
in this Section 11(c) shall not be required if Landlord's entry or retaking of
possession of the Demised Premises occurs after the Expiration Date hereof or
the expiration date of any extended Term, as applicable.

     (d) Additional Remedies. In addition to and not in limitation of the other
remedies provided for in this Sublease, Landlord (i) was' exercise all of its
remedies as may be permitted by law, including, but not limited to, any remedy
provided by Section 1951.4 of the California Civil Code or any successor section
thereof to the extent not already provided for in Section 11(b) hereof and (ii)
shall be entitled to the restraining by injunction of any breach or default or
attempted or threatened breach or default of any of the terms, covenants,
conditions, provisions or agreements of this Sublease. Landlord shall have the
right to remedy or attempt to remedy any default of Tenant under this Sublease
for the account of Tenant and to enter upon the Demised Premises for such
purposes. Landlord shall give notice to Tenant of the remedying by Landlord of
any of Tenant's defaults, either before or after the performance of such remedy.
No notice of Landlord's intention to reenter the Demised Premises need be given
to Tenant unless expressly required by this Sublease. Landlord shall not be
liable to Tenant for any loss, injury or damage caused by acts of Landlord in
remedying or attempting to remedy such default and Tenant shall reimburse
Landlord for all commercially reasonable costs and expenses incurred by Landlord
in connection with remedying or attempting to remedy such default.


     (e) Remedies Cumulative. The remedies of Landlord provided for in this
Sublease are cumulative and are not exclusive of any other remedies to which
Landlord may be lawfully entitled. The exercise by Landlord of any remedy to
which it is entitled shall not preclude or hinder the exercise of any other such
remedy, nor constitute an election of remedies.

     (1) Notice of Termination. No acts of maintenance or preservation, effort
to relet the Demised Premises, appointment of a receiver at the initiative of
Landlord or Prime Landlord to protect the interests of either or any other act
by Landlord or Prime Landlord, as the case may be, allowed by this Section 11
shall terminate this Sublease unless Landlord notifies Tenant in writing that
Landlord elects to terminate this Sublease.

     (g) Election of Remedy. Even though Landlord may have reentered the Demised
Premises without declaring the Sublease ended and terminated, Landlord may
thereafter elect to terminate this Sublease and all of the right of Tenant in
and to the Premises. The various rights, options, elections, powers and remedies
reserved to Landlord herein shall be cumulative and except as otherwise provided
by statute Landlord may pursue and or all such rights and remedies whether at
the same time or otherwise, and no single rights shall be deemed to be exclusive
of any right or priority allowed by this Sublease, at law or in equity. No delay
or omission of Landlord to exercise any right or remedy shall be construed as a
waiver of any such right, remedy or waiver of and default by Tenant. In addition
to the foregoing, Landlord may exercise any other remedy now or hereafter
available to a landlord against a defaulting tenant under the laws of the State
of California.

                                       16
<PAGE>

     12. Subordination.

     This Sublease is subject and subordinate to the Prime Lease, the leasehold
estate or estates thereby created, all mortgages, and any and all renewals,
modifications, consolidations,-replacements and extensions thereof

     13. Assignments and Further Subleases.

     (a) Tenant shall not, without the prior written consent of Landlord and, if
required under the Prime Lease, Prime Landlord, voluntarily or involuntarily, by
operation or law or otherwise, have the right to nor shall it (i) assign,
mortgage, pledge, encumber or otherwise transfer this Sublease, the Term or the
estate hereby granted or any interest hereunder. (ii) further sublet or offer
for further subletting all or any part of the Demised Premises or (iii) permit
all or any part of the Demised Premises to be utilized by anyone other than
Tenant or its employees, for desk space, mailing privileges, as a concession or
otherwise. For the purposes of this Section 13, except as provided herein, the
terms "transfer" and "assign" shall be deemed to and shall include any
transaction or series of transactions, including, without limitation, any sale,
transfer or assignment (whether by operation of law, merger, consolidation or
otherwise) which results in the current shareholders of Tenant owning less than
fifty percent (50%) of the beneficial ownership interests in Tenant. Landlord
shall not unreasonably withhold or delay its consent to any proposed assignment
or sublease provided that the proposed assignee or subtenant satisfies the
criteria of Section 22 of the Prime Lease, but may give or withhold its consent
to any other transaction described in this Section 13 in its sole discretion.
Tenant shall deliver to Landlord a copy of the agreement of assignment and
assumption prior to the date upon which such agreement is effective.

     (b) Tenant shall give Landlord at least twenty (20) days' prior written
notice ("Tenant's Request Notice") of its desire to assign or sublet, which
notice shall (x) include all information described in Section 22 of the Prime
Lease (y) state the date upon which it is intended that the proposed sublease or
assignment will be effective (the "Proposed Transfer Commencement Date"), and
(a) identify the space that Tenant proposes to assign or sublease (the "Proposed
Transfer Space"). Landlord shall provide its response to any complete Tenant's
Request Notice within thirty (30) days of its receipt thereof If Landlord
approves of the proposed assignment or subletting provided for in any complete
Tenant's Request Notice and if Prime Landlord's Consent to such assignment or
sublease shall be required, Landlord shall submit to Prime Landlord a request
for Prime Landlord's consent to such assignment or sublease accompanied by all
information which Tenant has provided to Landlord under this Section 13
concerning such proposed assignment or subletting. Tenant shall promptly provide
to Landlord all additional information that may be reasonably requested by Prime
Landlord in connection with its review of the application for its consent to
such assignment or subletting.

                                       17
<PAGE>

     (c) For any period during which Tenant is in default hereunder beyond any
applicable cure period, Tenant hereby assigns to Landlord the rent payable
pursuant to any sublease and, hereby authorizes and directs each subtenant to
pay such rent directly to Landlord.

     (d) Upon receipt of Tenant's Request Notice, Landlord shall have the right,
at its sole discretion, to terminate this Sublease with respect to the Proposed
Transfer Space by sending Tenant written notice of such termination within
thirty (30) days after Landlords receipt of Tenant's Request Notice: and

     (1) if the Proposed Transfer Space is less than the entire area of the
Demised Premises and Landlord exercises its right to terminate this Sublease
with respect thereto, then (A) Tenant shall tender the Proposed Transfer Space
to Landlord on the Proposed Transfer Commencement Date, and (B) as to that
portion of the Demised Premises which is not part of the Proposed Transfer
Space, this Sublease shall remain in full force and effect, except that the
Annual Base Rent shall be reduced by the amount each bears to a fraction, the
numerator of which shall be the number of square feet of rentable area in the
Proposed Transfer Space and the denominator of which shall be the total rentable
area of the Demised Premises. The cost of any construction required to permit
the operation of the Proposed Transfer Space separate from the balance of the
Demised Premises shall be paid by Tenant to Landlord as additional rent
hereunder; or

     (ii) if the Proposed Transfer Space constitutes the entire area of the
Demised Premises and Landlord elects to terminate this Sublease, then (i) Tenant
shall tender the Demised Premises to Landlord on the Proposed Transfer
Commencement Date, and (ii) this Sublease shall terminate on that date (without
prejudice to Tenant's continued liability for obligations that have accrued but
have not been performed as of that date).

     (e) If any sublease, assignment or other transfer, whether by operation of
law or otherwise provides that the subtenant, assignee or other transferee
thereunder is to pay any amount in excess of the rental and other charges due
under this Lease, whether such excess be in the form of an increased monthly or
annual rental, a Jump sum payment, payment for the sale, transfer or lease of
Tenant's fixtures, leasehold improvements, furniture and other personal
property, or any other form (and if the Proposed Transfer Space does not
constitute the entire Demised Premises, the existence of such excess shall be
determined on a pro-rata basis), Landlord shall be paid fifty percent (50%) of
any such excess or other premium applicable to the sublease, assignment or other
transfer, net of reasonable advertising costs, reasonable brokerage commissions
and reasonable remodeling costs incurred by Tenant in connection with such
sublease assignment or transfer. Any such premium shall be paid by Tenant to
Landlord as Additional Rent no later than ten (10) days after the receipt
thereof by Tenant. Landlord shall have the right to inspect and audit Tenant's
books and records relating to any sublease, assignment or other transfer. Any
sublease, assignment or other transfer shall, at Landlord's option, be effected
on forms approved by Landlord and/or the Prime Landlord.

                                       18
<PAGE>

     (1) No permitted assignment or subletting shall relieve Tenant of any of
its obligations under this Sublease, including, in the case of an assignment,
the obligation of Tenant to obtain Landlord's consent to any further assignment
of this Sublease.

     (g) Tenant agrees to pay to Landlord as Additional Rent hereunder the
reasonable cost (including attorney's fees) not to exceed $1,000.00 incurred by
Landlord in cotmeetion with any requests by Tenant for Landlord to give its
consent to any assignment, transfer, mortgage, encumbrance or subletting by
Tenant.

     14. Quiet Enjoyment.

     Landlord covenants and agrees with Tenant that, upon Tenant paying the Rent
reserved in this Sublease and observing and performing all the terms, covenants
and conditions of this Sublease on Tenant's part to be observed and performed,
and subject to the other terms hereof, Tenant may peaceably and quietly enjoy
the Demised Premises during the Term, in accordance with the terms, covenants
and conditions of this Sublease. Notwithstanding anything in the foregoing to
the contrary, Landlord shall not be required to expend any money or institute
any actions or proceedings in connection with the foregoing except to the extent
that any interference with Tenant's right to peaceably and quietly enjoy the
Demised Premises is made by any person or entity claiming by or through
Landlord.

     15. Indemnification.

     Tenant shall indemnify and hold Landlord and/or its members, partners,
shareholders, officers, employees and agents harmless from and against all
costs, damages, claims, liabilities and expenses (including reasonable
attorneys' fees) suffered by or claimed against Landlord and/or its members,
partners, shareholders, officers, employees or agents, directly or indirectly,
arising out of (a) Tenant's use and occupancy of the Demised Premises or the
business conducted by Tenant therein, (b) any act or omission of Tenant, its
partners, employees, agents or invitees or (c) any breach of Tenant's
obligations under this Sublease.

     16. Landlord Liability.

     Tenant shall look solely to the estate and property of Landlord in and to
the Prime Lease in the event of any claim against Landlord arising out of or in
connection with this Sublease, the relationship of Landlord and Tenant or
Tenants use of the Demised Premises, and Tenant agrees that the liability of
Landlord arising out of or in connection with this Sublease, the relationship of
Landlord and Tenant or Tenant's use of the Demised Premises, shall be limited to
such estate and property of Landlord in and to the Prime Lease. No properties or
assets of Landlord other than the estate and property of Landlord in and to the
Prime Lease and, in any case, no property owned by any member, partner,
shareholder or other owner of Landlord shall be subject to levy, execution or
other enforcement procedures for the satisfaction of any judgment (or other
judicial process) or for the satisfaction of any other remedy of Tenant arising
out of or in connection with this Sublease, the relationship of Landlord and
Tenant or Tenant's use of the Demised Premises. Notwithstanding anything to the
contrary contained in this Sublease, if any provision of this Sublease expressly
or impliedly obligates Landlord not to unreasonably withhold or delay its
consent or approval, an action for declaratory judgment or specific performance
shall be Tenant's sole right and remedy in any dispute as to whether Landlord
has violated such obligation.

     17. Tenant Holdover.

     Tenant shall not continue to possess or occupy the Demised Premises after
the expiration or earlier termination of the Term, except with Landlord's
express prior written consent. If Tenant shall, without the express prior
written consent of Landlord, continue to possess or occupy the Demised Premises
after the expiration of the Term, then Tenant shall become a tenant by the month
at one-twelfth of two hundred percent (200%) of the Annual Base Rent payable
immediately preceding the expiration or earlier termination of the Term, said
monthly tenancy commencing on the first day next after the effective date of
such expiration or termination of the Term. If Landlord shall desire to regain
possession of the Demised Premises at the expiration or termination of the Term,
then at any time after such expiration or termination of the Term and prior to
Landlord's acceptance of Rent from Tenant as a monthly tenant hereunder,
Landlord, at its option, may re-enter and take possession of the Demised
Premises, subject to applicable process of law. Tenant hereby expressly and
irrevocably waives the right to any notice by Landlord in connection with
Landlord's exercise of its rights under this Section 17.

     18. Brokers.

     Each of Landlord and Tenant hereby represents and warrants to the other
that it has not employed or dealt with any broker, agent or finder in connection
with the Demised Premises, this Sublease or the negotiations relating thereto
other than Advantis Real Estate Services Company, CB Richard Ellis and Coldwell
Banker Commercial Carlsberg (collectively, "Agents'). Landlord has by separate
agreement recognized the Agents as agents for this Sublease and has agreed to
compensate the Agents for their respective services rendered and shall be solely
liable thereof. Each of Landlord and Tenant shall indemnify and hold the other
harmless from and against any claim or claims for brokerage or other commissions
asserted by any other broker, agent or finder engaged by the indemnifying party
or with whom the indemnifying party has dealt in connection with the Demised
Premises, this Sublease or the negotiations relating thereto.

                                       19
<PAGE>

     19. Consent of Prime Landlord.

     (a) This Sublease is contingent upon the Prime Landlord's consent to this
Sublease, in form and substance acceptable to Landlord. Promptly upon request,
Tenant shall deliver to Landlord any financial statements and materials
reasonably requested by Prime Landlord in connection with the application for
its consent to this Sublease and not delivered by Tenant prior to the date
hereof. If the Prime Landlord refuses to give its consent to this Sublease, or
fails to approve this Sublease in a form and substance acceptable to Landlord
within twenty (20) business days after its receipt of an executed copy of the
Sublease, all financial statements and other materials reasonably required by
Landlord, Landlord may terminate this Sublease by written notice to the Tenant,
in which case Landlord will refund to Tenant any prepaid Rent and return to
Tenant the Security Deposit and neither of the parties will have any further
liability or obligation to the other party under this Sublease or otherwise.

     (h) Tenant agrees that in any case where the provisions of the Prime Lease
or this Sublease require that consent or approval of Landlord or Prime Landlord
be obtained prior to the taking of any action, it shall be a condition precedent
to the taking of such an action that the prior consent or approval of Prime
Landlord be obtained if Prime Landlord's consent is required under the
provisions of the Prime Lease. Tenant agrees that Landlord shall not have any
duty or responsibility with respect to obtaining the consent or approval of
Prime Landlord when the same is required under the terms of the Lease, other
than the transmission by Landlord to Prime Landlord of Tenant's request for such
consent or approval.

     20. Continuing Obligation of Landlord.

     Landlord expressly acknowledges and confirms that, as between Landlord and
Prime Landlord, this Sublease and Prime Landlord's consent thereto, in no way
releases Landlord, or in any way mitigates or modifies Landlord's obligations
under the Prime Lease to provide for the timely and proper performance of all
terms and conditions of the Prime Lease undertaken by Tenant with respect to the
Demised Premises. Landlord shall remain fully liable under all terms, covenants,
and conditions of the Prime Lease to the end of the term of the Prime Lease and
shall perform or cause to be performed all of its obligations thereunder, other
than obligations that have been assumed by Tenant hereunder.

                                       20
<PAGE>

     21. For the Term of this Sublease and provided that Tenant in not in
default or breach of this Sublease, Tenant shall have the right to lease up to
three (2.5) self-serve, unreserved parking spaces per 1,000 rentable square feet
in the Demised Premises in the area designated by Prime Landlord for the
Building's parking, subject to the requirements of Section 32 of the Prime Lease
and payment for such spaces at the then prevailing rates as such rates may be
determined in accordance with the Prime Lease. Subtenant acknowledges that if
Tenant does not continuously lease all of the parking spaces described in this
Section 21, such spaces may only be available for future rental on an "as
available" basis pursuant to the provisions of the Prime Lease.

     22. Uninterrupted Power Supply.

     Provided that Tenant is not in default or breach of this Sublease, Tenant
shall have the right, at 'tenant's election, subject to the terms and
restrictions of the Prime Lease, to use the Building's Uninterrupted Power
Supply System on a monthly basis for a monthly charge of One Thousand One
Hundred Seventeen and 20/100 Dollars ($1,117.20), which shall be payable monthly
as Additional Rent at the same time as the monthly installments of Annual Base
Rent are payable.

     23. General Provisions.

     (a) Governing Law. This Sublease (and the terms and provisions hereof)
shall be construed and enforced in accordance with the laws of the State of
California.

     (b) Severability. If any covenant or agreement of this Sublease or the
application thereof to any person or circumstance shall be held to be illegal,
invalid or unenforceable, then and in each such event the remainder of this
Sublease or the application of such covenant or agreement to any other person or
any other circumstance shall not be affected thereby, and each covenant and
agreement of this Sublease shall remain valid and enforceable to the fullest
extent permitted by law.

     (c) Entire Agreement. This Sublease and the attachments hereto contain the
final and entire agreement between the parties hereto with respect to the
subject matter hereof, and the parties shall not be bound by any prior terms,
statements, conditions or representations, oral or written, express or implied,
not herein contained.

     (d) Conflicts Between this Sublease and the Prime Lease. Subject to the
terms of Section 9 hereof with respect to the relationship between Landlord and
Tenant, the terms and conditions of this Sublease shall take precedence with
respect to any conflict between the terms and conditions contained herein and
the terms and conditions of the Prime Lease. Nothing herein shall be construed
in any way to affect the rights and obligations of Landlord and the Prime
Landlord under the Prime Lease.

     (e) Due Execution. The individual person executing this Sublease on behalf
of Tenant does hereby personally warrant and represent that he or she has the
requisite power, right, capacity and authority to execute and deliver this
Sublease on behalf of Tenant, as the case may be, and that this Sublease as so
executed shall constitute a valid and binding obligation of Tenant.

     (f) No Partnership. Landlord and Tenant shall not be deemed by virtue of
this Sublease to be partners or joint venturers, and their relationship as
hereby established is that of lessor and lessee only.

     (g) Waiver of Redemption. Tenant hereby expressly waives, for itself and
all persons claiming by, through, or under it, any and all rights of redemption
granted by or under any present or future law in the event of Tenant's default
under this Sublease. Without limiting the foregoing, in the event of exercise by
Landlord of any one or more of its rights and remedies under Section 11 hereof,
Tenant hereby expressly waives, for itself and for all persons claiming by
through or under it any and all rights of redemption or relief from forfeiture
under California Code of Civil Procedure Section 1174 or 1179 or any comparable
statute, or granted by or under any present or future laws, and further releases
Landlord and Prime Landlord from any and all claims demands and liabilities by
reason of such exercise hi,' Landlord.

     (h) Notices. Any notice, demand or other communication which may be given
or made by either party hereto shall be in writing and shall be given or made
(i) if to Landlord by hand delivery, by commercial courier, against receipt, by
mailing the same by registered or certified mail, postage prepaid, against
receipt or by telefacsimile (provided the transmitting machine produces an
acknowledgment of delivery) or (ii) if to Tenant by hand delivery, by commercial
courier, against receipt, by mailing the same by registered certified mail,
postage prepaid, against receipt or by telefacsimile (provided the transmitting
machine produces an acknowledgment of delivery) addressed:

                                       21
<PAGE>

     (i) the case of Tenant prior to the Commencement Date:

Hardy Thomas
P.O. Box 11478
Marina Del Rey, CA 90295
Fax:   310.568.4166

     In the case of Tenant after the Commencement Date:

At the Demised Premises

Fax:   310.568.4166


     In the case of Landlord, to:

Jerald S. Howe, Jr.
SVP & General Counsel
Veridian
1200 S. Hayes Street

Suite 1100
Arlington, VA 22202

Either party may, by notice to the other given as aforesaid, designate a new or
additional address to which any such notice, demand or other communication
thereafter shall be given, made or mailed. Any such notice, demand or other
communication shall be considered given or delivered, as the case may be, on the
date of hand or facsimile delivery, one (1) business day after mailing by a
generally recognized overnight courier (requesting proof of delivery), or three
(3) business days after the date of deposit in the United States mail as
provided above. Landlord shall promptly transmit to Prime Landlord any notice or
demand received from Tenant and shall promptly transmit to Tenant any notice or
demand received from Prime Landlord which are related to the Demised Premises.
Tenant shall promptly transmit to Landlord any notice or demand received from
Prime Landlord or any other party relating to the Demised Premises (other than
in the ordinary course of Tenant's business).

                                       22
<PAGE>

     (i) Attorneys' Fees. In the event of any lawsuit between Landlord and
Tenant in connection with this Sublease or the Demised Premises, the prevailing
party shall be entitled to reimbursement by the other for its reasonable
attorneys' fees and costs in connection therewith.

     (j) Survival. All obligations accruing under this Sublease on or before the
expiration or earlier termination of this Sublease shall survive such expiration
or termination.

     (k) Construction. The captions throughout this Sublease are for convenience
only and the words contained therein shall in no way be held or deemed to
define, limit, describe, explain, modify, amplify or add to the interpretation,
construction or meaning of any provision of or the scope or intent of this
Sublease, nor in any way effect this Sublease. The words "hereof', "herein" and
"hereunder" and words of similar import when used in this Sublease shall refer
to this Sublease as a whole and not to any particular provision of this
Sublease, and Section, subsection, Schedule and Exhibit references are to this
Sublease unless otherwise specified.

     (1) Successors. All rights, remedies and liabilities given or imposed
hereunder shall be binding upon, and shall inure to the benefit of, the parties
hereto and each of their respective heirs, executors, administrators, successors
and permitted assigns.

     (m) Condemnation. To the extent such are inconsistent with Section 21 of
the Prime Lease the Landlord and Tenant hereby expressly waive as between
themselves the provisions of Section 1265.130 of the California Code of Civil
Procedure allowing either party to petition a court to terminate a lease in the
event of a partial taking of the Premises.

     (n) Damage or Destruction. Tenant expressly accepts its rights to
termination its obligations hereunder in cases where the Demised Premises are
damaged or destroyed as set forth in the Prime Lease. Accordingly, Tenant hereby
expressly waives the provisions of California Civil Code Sections 1932(2) and
1933(4) which permit termination of a lease upon destruction of the lease
premises and any other present or future statute that may so permit termination.

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<PAGE>

     (o) Singular and Plural. Wherever appropriate herein, the singular includes
the plural and the plural includes the singular.

     (p) Counterpart. This Sublease may be executed in counterparts, but all
counterparts shall constitute but one and the same instrument.

     24. Estoppel Certificate.

     Not more than once in any twelve month period, within fourteen (14) days of
its receipt of a written request from Tenant, Landlord shall provide Tenant with
a certificate stating, to the extent true, that (1) to the best of Landlord's
knowledge at the time of such certificate Tenant is not in monetary default
under this Sublease or the Prime Lease and (2) Landlord has not within the
preceding six (6) months received a notice of default under the Prime Lease from
Prime Landlord.



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     IN WITNESS WHEREOF, Landlord and Tenant have each executed this Sublease on
the day and year first hereinabove written.


                                 LANDLORD:

                                 VERIDIAN COMMERCIAL OPERATIONS, INC.
                                 (f/k/a Veritect, Inc.)

                                 By: ___________________________________
                                     Name:
                                     Title:



                                 TENANT:

                                 ACCESSPOINT

                                 By: ___________________________________
                                     Name:
                                     Title:




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