Exhibit 10.15


                  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

            STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -- GROSS

                (Do not use this form for Multi-Tenant Property)

1. Basic Provisions ("Basic Provisions")

     1.1 Parties:  This Lease  ("Lease"),  dated for  reference  purposes  only,
September 5 ,1996 is made by and between The Guardian Life Insurance  Company of
America  ("Lessor") and Paramark  Enterprises  Inc.,  f/k/a T.J.  Cinnamons Inc.
("Lessee"), (collectively the "Parties" or individually a "Party").

     1.2  Premises:  That  certain real  property,  including  all  improvements
therein or to be provided by Lessor under the terms of this Lease,  and commonly
known by the street address of 3030 W. Warner  Avenue,  Santa Ana located in the
County of Orange,  State of  California  and  generally  described  as (describe
briefly the nature of the  property)  an  industrial  building of  approximately
22.613 square feet (please see 2.1 "Letting" below) ("Premises"). (See Paragraph
2 for further provisions.)

     1.3 Term:  one (1) years and two (2) months  ("Original  Term")  commencing
December  1, 1996  ("Commencement  Date") and ending  January  31,  ("Expiration
Date"). (See Paragraph 3 for further provisions.) 

     1.4 Early  Possession:  October 1, 1996  ("Early  Possession  Date").  (See
Paragraphs 3.2 and 3.3 for further provisions.)

     1.5 Base Rent: $6,500.00 per month ("Base Rent"),  payable on the first day
of  each  month  commencing  December  1,  1996  (See  Paragraph  4 for  further
provisions.)

[ ] If this box is checked, there are provisions in this Lease for the Base Rent
to be adjusted.

     1.6 Base Rent Paid Upon  Execution:  $6,500.00  as Case Rent for the period
December 1, 1996 through December 31, 1996

     1.7 Security Deposit:  $6,500.00 ("Security Deposit"). (See Paragraph 5 for
further provisions.)

     1.8 Permitted Use: Baking and  distribution  and matters  related  thereto.
(See Paragraph 6 for further provisions.)

     1.9 Insuring Party: Lessor is the "Insuring Party." $_________ is the "Base
Premium." (See Paragraph 8 for further provisions.)

     1.10 Real Estate Brokers: The following real estate brokers  (collectively,
the "Brokers") and brokerage  relationships  exist in this  transaction  and are
consented to by the Parties (check  applicable  boxes):  Lee & Associates Realty
Group  Newport  Beach.  Inc.  represents  [ X ]  Lessor  exclusively  ("Lessor's
Broker");  [ ] both Lessor and Lessee,  and  represents  [ ] Lessee  exclusively
("Lessee's  Broker");  [ ] both Lessee and Lessor. (See Paragraph 15 for further
provisions.)

     1.11  Guarantor.  The  obligations of the Lessee under this Lease are to be
guaranteed by N/A ("Guarantor"). (See Paragraph 37 for further provisions.)

     1.12  Addenda.  Attached  hereto Is an  Addendum or Addenda  consisting  of
Paragraphs  49  through  5 and  Exhibits  Uniform  Disclaimer  Form all of which
constitute a part of this Lease.

2. Premises.

     2.1 Letting.  Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor,  the Premises,  for the term, at the rental,  and upon all of the terms,
covenants and  conditions  set forth in this Lease.  Unless  otherwise  provided
herein,  any  statement of square  footage set forth in this Lease,  or that may
have been used in  calculating  rental,  is an  approximation  which  Lessor and
Lessee  agree is  reasonable  and the rental  based  thereon  is not  subject to
revision  whether  or not the  actual  square  100tage  Is more or  less.  Early
Possession Date

     2.2  Condition.  Lessor shall deliver the Premises to Lessee clean and free
of debris on the Early  Possession Date and warrants to Lessee that the existing
plumbing,  fire sprinkler  system,  lighting,  air  conditioning,  heating,  and
loading doors, if any, in the Premises,  other than those constructed by Lessee,
shall  be  in  good  operating   condition  on  the  Commencement   Date.  If  a
non-compliance  with said warranty exists as of the  Commencement  Date,  Lessor
shall,  except as otherwise  provided in this Lease,  promptly  after receipt of
written notice from Lessee setting forth with  specificity the nature and extent
of such  non-compliance,  rectify same at Lessor's  expense.  If Lessee does not
give Lessor written notice of a non-compliance  with this warranty within thirty
(30) days after the Commencement Date,  correction of that non-compliance  shall
be the obligation of Lessee at Lessee's sole cost and expense.

     2.3 Compliance  with  Covenants,  Restrictions  and Building  Code.  Lessor
warrants  to  Lessee  that the  improvements  on the  Premises  comply  with all
applicable  covenants or restrictions  of record and applicable  building codes,
regulations  and ordinances in effect on the  Commencement  Date.  Said warranty
does not  apply  to the use to which  Lessee  will  put the  Premises  or to any
Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to
be made by Lessee.  If the  Premises  do not comply with said  warranty,  Lessor
shall,  except as otherwise  provided in this Lease,  promptly  after receipt of
written notice from Lessee setting forth with  specificity the nature and extent
of such non-compliance, rectify the same at Lessor's expense. If Lessee does not
give Lessor written notice of a non-compliance with this warranty within six (6)
months following the Commencement Date,  correction of that non-compliance shall
be the obligation of Lessee at Lessee's sole cost and expense.

     2.4 Acceptance of Premises. Lessee hereby acknowledges (a) that it has been
advised by the Brokers to satisfy  itself with  respect to the  condition of the
Premises  (including  but not  limited  to the  electrical  and  fire  sprinkler
systems.  security,  environmental  aspects,  compliance with Applicable Law, as
defined in Paragraph 6.3) and the present and future suitability of the Premises
for Lessee's  intended  use, (b) that Lessee has made such  investigation  as it
deems  necessary with  reference to such matters and assumes all  responsibility
therefor as the same relate to Lessee's  occupancy  of the  Premises  and/or the
term of this Lease, and (c) that neither Lessor, nor any of Lessor's agents, has
made any oral or written  representations or warranties with respect to the said
matters other than as set forth in this Lease.

     2.5 Lessee  Prior  Owner/Occupant.  The  warranties  made by Lessor in this
Paragraph 2 shall be of no force or effect if immediately  prior to the date set
forth in Paragraph 1.1 Lessee was the owner or occupant of the Premises. In such
event,   Lessee  shall,   at  Lessee's  sole  cost  and  expense,   correct  any
non-compliance of the Premises with said warranties.

3. Term.

     3.1 Term. The Commencement Date,  Expiration Date and Original Term of this
Lease are as specified in Paragraph 1.3.

     3.2 Early Possession.  If Lessee totally or partially occupies the Premises
prior to the Commencement  Date, the obligation to pay Base Rent shall be abated
for the period of such early possession. All other terms of this Lease, however,
shall be in effect during such period. Any such early possession shall not alter
nor advance the Expiration Date of the Original Term.

                                                                Initials __/s/__
                                                                         __/s/__

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Form 105G-R-12-91



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*To the best of Lessor's  knowledge,  Lessor  warrants that it has not used, nor
has any knowledge of previous use, of any hazardous substances at the premises.

     3.3 Delay In Possession. If for any reason Lessor cannot deliver possession
of the Premises to Lessee as agreed herein by the Early  Possession  Date it one
is specified in Paragraph 1.4, or, it no Early Possession Date is specified,  by
the Commencement  Date,  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,
except as  otherwise  provided  herein,  be obligated to pay rent or perform any
other  obligation of Lessee under the terms of this Lease until Lessor  delivers
possession  of the  Premises to Lessee.  If  possession  of the  Premises is not
delivered to Lessee within sixty (60) days after the Commencement  Date,  Lessee
may,  at its  option,  by  notice in  writing  to  Lessor  within  ten (10) days
thereafter,  cancel this Lease,  in which event the Parties  shall be discharged
from all obligations hereunder;  provided,  however, that if such written notice
by Lessee is not  received by Lessor  within said ten (10) day period,  Lessee's
right to cancel this Lease shall terminate and be of no further force or effect.
Except as may be otherwise  provided,  and  regardless of when the term actually
commences,  it  possession is not tendered to Lessee when required by this Lease
and Lessee does not terminate this Lease,  as aforesaid,  the period tree of the
obligation to pay Base Rent, if any,  that Lessee would  otherwise  have enjoyed
shall run from the date of  delivery of  possession  and  continue  for a period
equal to what Lessee would  otherwise  have enjoyed under the terms hereof,  but
minus any days of delay caused by the acts, changes or omissions of Lessee.

4. Rent.

     4.1 Base Rent.  Lessee  shall cause  payment of Base Rent and other rent or
charges, as the same may be adjusted from time to time, to be received by Lessor
in lawful money of the United States, without offset or deduction,  on or before
the day on which it is due  under  the  terms of this  Lease.  Base Rent and all
other rent and charges for any period  during the term hereof  which is for less
than one (1) full calendar  month shall be prorated based upon the actual number
of days of the calendar month  involved.  Payment of Base Rent and other charges
shall be made to Lessor at its address stated herein or to such other persons or
at such other  addresses as Lessor may from time to time designate in writing to
Lessee.

     5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof
the  Security  Deposit  set forth in  Paragraph  1.7 as  security  for  Lessee's
faithful  performance of Lessee's  obligations under this Lease. If Lessee fails
to pay Base Rent or other rent or charges due hereunder,  or otherwise  Defaults
under this Lease (as defined in Paragraph 13.1), Lessor may use, apply or retain
all or any  portion of said  Security  Deposit for the payment of any amount due
Lessor or to reimburse or compensate  Lessor for any liability,  cost,  expense,
loss or damage  (including  attorneys' fees) which Lessor may suffer or incur by
reason  thereof.  If Lessor uses or applies all or any portion of said  Security
Deposit,  Lessee  shall  within ten (10) days  after  written  request  therefor
deposit  moneys with Lessor  sufficient to restore said Security  Deposit to the
full amount required by this Lease.  Any time the Base Rent Increases during the
term of this Lease,  Lessee  shall;  upon written  request from Lessor,  deposit
additional  moneys with Lessor sufficient to maintain the same ratio between the
Security  Deposit and the Base Rent as those  amounts are specified in the Basic
Provisions.  Lessor shall not be required to keep al or any part of the Security
Deposit separate from its general  accounts.  Lessor shall, at the expiration or
earlier  termination  of the term  hereof  and  after  Lessee  has  vacated  the
Premises,  return to Lessee (or, at Lessor's  option,  to the last assignee,  it
any, of Lessee's interest herein), that portion of the Security Deposit not used
or applied by Lessor. Unless otherwise expressly agreed in writing by Lessor, no
part of the Security  Deposit shall be  considered to be held in trust,  to bear
interest or other  increment for its use, or to be prepayment  for any moneys to
be paid by Lessee under this Lease.

6. Use.

     6.1 Use. Lessee shall use and occupy the Premises only for the purposes set
forth in Paragraph 1.8, or any other use which is comparable thereto, and for no
other  purpose.  Lessee  shall not use or permit  the use of the  Premises  in a
manner  that  creates  waste  or a  nuisance,  or that  disturbs  owners  and/or
occupants of, or causes damage to,  neighboring  premises or properties.  Lessor
hereby agrees to not  unreasonably  withhold or delay its consent to any written
request by Lessee, Lessees assignees or subtenants, and by prospective assignees
and subtenants of the Lessee,  its assignees and subtenants,  for a modification
of said  permitted  purpose for which the premises  may be used or occupied,  so
long as the same will not impair the structural integrity of the improvements on
the Premises, the mechanical or electrical systems therein, is not significantly
more burdensome to the Premises and the improvements  thereon,  and is otherwise
permissible  pursuant to this  Paragraph  6. It Lessor  elects to withhold  such
consent,  Lessor shall within five (5) business days give a written notification
of same,  which  notice  shall  include an  explanation  of Lessor's  reasonable
objections to the change in use.

6.2 Hazardous Substances.*

     (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used
in this Lease shall mean any  product,  substance,  chemical,  material or waste
whose  presence,   nature,   quantity  and/or   intensity  of  existence,   use,
manufacture,  disposal,  transportation,  spilt,  release or  effect,  either by
itself or in combination with other materials expected to be on the Premises, is
either: (i) potentially  injurious to the public health,  safety or welfare, the
environment  or the Premises,  (ii)  regulated or monitored by any  governmental
authority,  or (iii) a basis for liability of Lessor to any governmental  agency
or third  party  under any  applicable  statute or common  law theory  Hazardous
Substance  shall  include,  but  not be  limited  to,  hydrocarbons,  petroleum,
gasoline,  crude off or any products,  by-products or fractions thereof.  Lessee
shall not engage in any activity in, on or about the Premises which  constitutes
a Reportable Use (as hereinafter  defined) of Hazardous  Substances  without the
express  prior written  consent of Lessor and  compliance in a timely manner (at
Lessee's sole cost and expense) with all Applicable Law (as defined in Paragraph
6.3).  "Reportable  Use" shall mean (i) the  installation or use of any above or
below ground  storage  tank,  (ii) the  generation,  possession,  storage,  use,
transportation,  or  disposal of a Hazardous  Substance  that  requires a permit
from, or with respect to which a report,  notice,  registration or business plan
is required to be filed with, any governmental  authority.  Reportable Use shall
also include  Lessee's  being  responsible  for the presence in, on or about the
Premises of a  Hazardous  Substance  with  respect to which any  Applicable  Law
requires that a notice be given to persons entering or occupying the Premises or
neighboring  properties.  Notwithstanding  the  foregoing,  Lessee  may  without
Lessor's  prior  consent,  but in compliance  with all  Applicable  Law, use any
ordinary and customary materials reasonably required to be used by Lessee in the
normal course of Lessee's  business  permitted on the Premises,  so long as such
use is not a  Reportable  Use and does not expose the  Premises  or  neighboring
properties to any meaningful risk of contamination or damage or expose Lessor to
any liability therefor.  In addition,  Lessor may (but without any obligation to
do so) condition its consent to the use or presence of any Hazardous  Substance,
activity or storage tank by Lessee upon Lessee's  giving Lessor such  additional
assurances as Lessor, in its reasonable  discretion,  deems necessary to protect
itself,   the  public,   the  Premises  and  the  environment   against  damage,
contamination or injury and/or liability therefrom or therefor,  including,  but
not limited to, the  installation  (and removal on or before Lease expiration or
earlier  termination) of reasonably  necessary  protective  modifications to the
Premises  (such as concrete  encasements)  and/or the  deposit of an  additional
Security Deposit under Paragraph 5 hereof.

     (b) Duty to Inform  Lessor.  It Lessee knows,  or has  reasonable  cause to
believe, that a Hazardous Substance,  or a condition involving or resulting from
same, has come to be located in, on, under or about the Premises,  other than as
previously consented to by Lessor,  Lessee shall immediately give written notice
of such tact to Lessor.  Lessee shall also immediately give Lessor a copy of any
statement,  report, notice,  registration,  application,  permit, business plan,
license,   claim,   action  or  proceeding  given  to,  or  received  from,  any
governmental  authority or private party,  or persons  entering or occupying the
Premises, concerning the presence, spill, release, discharge of, or exposure to,
any  Hazardous  Substance  or  contamination  in,  on,  or about  the  Premises,
including  but not  limited  to all such  documents  as may be  involved  In any
Reportable Uses involving the Premises.

     (c)  Indemnification.  Lessee  shall  indemnity,  protect,  defend and hold
Lessor,  its agents,  employees,  lenders  and ground  lessor,  if any,  and the
Premises,  harmless  from and against any and all loss of rents and/or  damages,
liabilities,  judgments, costs, claims, liens, expenses,  penalties, permits and
attorney's  and  consultant's  tees  arising out of or involving  any  Hazardous
Substance  or storage  tank  brought onto the Premises by or for Lessee or under
Lessee's control. Lessee's obligations under this Paragraph 6 shall include, but
not be  limited  to,  the  effects  of any  contamination  or injury to  person,
property  or the  environment  created or  suffered  by Lessee,  and the cost of
investigation (including consultant's and attorney's fees and testing), removal,
remediation,  restoration  and/or  abatement  thereof,  or of any  contamination
therein  involved,  and shall survive the  expiration or earlier  termination of
this Lease. No termination,  cancellation or release  agreement  entered into by
Lessor and Lessee shall  release  Lessee from its  obligations  under this Lease
with respect to Hazardous  Substances or storage tanks,  unless  specifically so
agreed by Lessor in writing at the time of such agreement.

     6.3 Lessee's  Compliance  with Law.  Except as  otherwise  provided in this
Lease, Lessee, shall, at Lessee's sole cost and expense,  fully,  diligently and
in a timely manner, comply with all "Applicable Law," which term is used in this
Lease  to  include  all  laws,  rules,  regulations,   ordinances,   directives,
covenants,  easements and restrictions of record,  permits,  the requirements of
any   applicable   fire  insurance   underwriter  or  rating  bureau,   and  the
recommendations of Lessor's engineers and/or consultants, relating in any manner
to the  Premises  (including  but  not  limited  to  matters  pertaining  to (i)
industrial  hygiene,  (ii)  environmental  conditions on, in, under or about the
Premises,  including  soil  and  groundwater  conditions,  and  (iii)  the  use,
generation,  manufacture,   production,   installation,   maintenance,  removal,
transportation,  storage, spill or release of any hazardous Substance or storage
tank), now in effect or which may hereafter come into effect, and whether or not
reflecting a change in policy from any previously  existing policy Lessee shall,
within five (5) days after receipt of Lessor's written  request,  provide Lessor
with copies of all documents  and  information,  including,  but not limited to,
permits,  registrations,  manifests,  applications,  reports  and  certificates,
evidencing  Lessee's compliance with any Applicable Law specified by Lessor, and
shall  immediately  upon  receipt,  notify Lessor in writing (with copies of any
documents  involved)  of any  threatened  or  actual  claim,  notice,  citation,
warning, complaint or report pertaining to or involving failure by Lessee or the
Premises to comply with any Applicable Law.

     6.4 Inspection;  Compliance.  Lessor and Lessor's  Lender(s) (as defined in
Paragraph 8.3(a)) shall have the right to enter the Premises at any time, in the
case of an  emergency,  and otherwise at  reasonable  times,  for the purpose of
inspecting the condition of the Premises and for verifying  compliance by Lessee
with this Lease and all  Applicable  Laws (as defined in Paragraph  6.3), and to
employ  experts  and/or  consultants  in connection  therewith  and/or to advise
Lessor with  respect to Lessee's  activities,  including  but not limited to the
installation,  operation,  use,  monitoring,  maintenance,  or  removal  of  any
Hazardous  Substance  or  storage  tank on or from the  Premises.  The costs and
expenses of any such  inspections  shall be paid by the party  requesting  same,
unless a Default or Breach of this  Lease,  violation  of  Applicable  Law, or a
contamination,  caused or materially  contributed to by Lessee is found to exist
or  be  imminent,  or  unless  the  inspection  is  requested  or  ordered  by a
governmental  authority as the result of any such existing or imminent violation
or  contamination.  In any such case, Lessee shall upon request reimburse Lessor
or  Lessor's  Lender,  as the case may be,  for the costs and  expenses  of such
inspections.

7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.

     7.1 Lessee's Obligations.  -- See addendum paragraph 52 for modification to
this provision.

          (a) Subject to the provisions of Paragraphs 2.2 (Lessor's  warranty as
     to  condition),  2.3 (Lessor's  warranty as to compliance  with  covenants,
     etc.), 

                                                                 Initials: _____



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     7.2 (Lessor's  obligations to repair),  9 (damage and destruction),  and 14
(condemnation),  Lessee  shall,  at  Lessee's  sole cost and  expense and at all
times,  keep the Premises and every part  thereof in good order,  condition  and
repair,  (whether or not such portion of the Premises  requiring  repair, or the
means of repairing the same, are reasonably or readily accessible to Lessee, and
whether or not the need for such repairs  occurs as a result of Lessee's use any
prior use, the elements or the age of such portion of the Premises),  including,
without  limiting the generality of the  foregoing,  all equipment or facilities
serving the Premises, such as plumbing, heating, air conditioning,  ventilating,
electrical,  lighting  facilities,  boilers,  fired or unfired pressure vessels,
fire sprinkler and/or  standpipe and hose or other automatic fire  extinguishing
system, including fire alarm and/or smoke detection systems and equipment,  fire
hydrants,  fixtures, walls (interior and exterior),  ceilings,  floors, windows,
doors, plate glass,  skylights,  landscaping,  driveways,  parking lots, fences,
retaining  walls,  signs,  sidewalks  and  parkways  located in, on,  about,  or
adjacent to the Premises, but excluding  foundations,  the exterior roof and the
structural  aspects  of the  Premises.  Lessee  shall not  cause or  permit  any
Hazardous  Substance  to be  spilled  or  released  in,  on,  under or about the
Premises  (including  through the plumbing or sanitary  sewer  system) and shall
promptly,  at Lessees  expense,  take all  investigatory  and/or remedial action
reasonably  recommended,  whether or not formally  ordered or required,  for the
cleanup  of any  contamination  of,  and for the  maintenance,  security  and/or
monitoring  of, the Premises,  the elements  surrounding  same,  or  neighboring
properties,  that  was  caused  or  materially  contributed  to  by  Lessee,  or
pertaining to or Involving any Hazardous  Substance  and/or storage tank brought
onto the Premises by or for Lessee or under its control.  Lessee, in keeping the
Premises in good order,  condition and repair,  shall  exercise and perform good
maintenance   practices.   Lessee's  obligations  shall  include   restorations,
replacements   or  renewals  when   necessary  to  keep  the  Premises  and  all
improvements  thereon or a part  thereof in good order,  condition  and state of
repair.

          (b) Lessee  shall,  at  Lessee's  sole cost and  expense,  procure and
     maintain contracts,  with copies to Lessor, in customary form and substance
     for, and with contractors  specializing and experienced in, the inspection,
     maintenance and service of the following equipment and improvements, if any
     located on the Premises:  {i) heating,  air  conditioning  and  ventilation
     equipment,  (ii)  boiler,  fired or unfired  pressure  vessels,  (iii) fire
     sprinkler and/or  standpipe and hose or other automatic fire  extinguishing
     systems,  including fire alarm and/or smoke detection, (iv) landscaping and
     irrigation  systems,  (v) root  covering  and  drain  maintenance  and (vi)
     asphalt and parking lot maintenance.

     7.2 Lessor's  Obligations.  Upon receipt of written  notice of the need for
such repairs and subject to Paragraph 13.5,  Lessor shall, at Lessor's  expense,
keep the  foundations,  exterior roof and structural  aspects of the Premises in
good order,  condition and repair,  Lessor shall not,  however,  be obligated to
paint the  exterior  surface of the  exterior  walls or to maintain the windows,
doors or plate glass or the  interior  surface of exterior  walls.  Lessor shall
not, in any event, have any obligation to make any repairs until Lessor receives
written notice of the need for such repairs.  It is the intention of the Parties
that the terms of this Lease govern the respective obligations of the Parties as
to maintenance and repair of the Premises. Lessee and Lessor expressly waive the
benefit  of  any  statute  now or  hereafter  in  effect  to  the  extent  it is
inconsistent  with the terms of this Lease  with  respect  to, or which  affords
Lessee the right to make repairs at the expense of Lessor or to  terminate  this
Lease by reason of, any needed repairs.

     7.3 Utility Installations; Trade Fixtures; Alterations.

          (a) Definitions; Consent Required. The term "Utility Installations" is
     used in this Lease to refer to all carpeting,  window coverings, air lines,
     power panels,  electrical distribution,  security, fire protection systems,
     communication systems,  lighting fixtures,  heating,  ventilating,  and air
     conditioning equipment, plumbing, and fencing in, on or about the Premises.
     The term "Trade Fixtures" shall mean Lessee's  machinery and equipment that
     can be removed  without doing  material  damage to the  Premises.  The term
     "Alterations"  shall  mean  any  modification  of the  improvements  on the
     Premises  from that which are  provided  by Lessor  under the terms of this
     Lease,  other than  Utility  Installations  or Trade  Fixtures,  whether by
     addition  or   deletion.   "Lessee   Owned   Alterations   and/or   Utility
     Installations" are defined as Alterations and/or Utility Installations made
     by lessee that are not yet owned by Lessor as defined in Paragraph  7.4(a).
     Lessee  shall not make any  Alterations  or Utility  Installations  in, on,
     under or about the Premises without Lessor's prior written consent.  Lessee
     may, however, make non-structural  Utility Installations to the interior of
     the Premises (excluding the roof), as long as they are not visible from the
     outside, do not involve puncturing,  relocating or removing the roof or any
     existing  walls,  and the  cumulative  cost thereof during the term of this
     Lease as extended does not exceed $25,000.

          (b) Consent.  Any  Alterations  or Utility  Installations  that Lessee
     shall  desire to make and which  require the consent of the Lessor shall be
     presented  to Lessor in written  form with  proposed  detailed  plans.  All
     consents  given by  Lessor,  whether  by virtue of  Paragraph  7.3(a) or by
     subsequent specific consent, shall be deemed conditioned upon: (i) Lessee's
     acquiring all applicable permits required by governmental authorities. (ii)
     the furnishing of copies of such permits  together with a copy of the plans
     and  specifications  for the Alteration or Utility  Installation  to Lessor
     prior to  commencement  of the work  thereon,  and (iii) the  compliance by
     Lessee  with all  conditions  of said  permits in a prompt and  expeditious
     manner. Any Alterations or Utility  Installations by Lessee during the term
     of this Lease shall be done in a good and workmanlike manner, with good and
     sufficient  materials,  and in compliance  with all Applicable  Law. Lessee
     shall promptly upon  completion  thereof furnish Lessor with as-built plans
     and specifications  therefor.  Lessor may (but without obligation to do so)
     condition its consent to any requested  Alteration or Utility  Installation
     that costs $10,000 or more upon Lessee's  providing  Lessor with a lien and
     completion  bond in an amount equal to one and one-half times the estimated
     cost of such  Alteration  or  Utility  Installation  and/or  upon  Lessee's
     posting an  additional  Security  Deposit  with Lessor  under  Paragraph 36
     hereof.

          (c) Indemnification.  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 on the  Premises,  which  claims are or may be secured by any
     mechanics"  or  materialmen's  lien  against the  Premises or any  interest
     therein. Lessee shall give Lessor not less than ten (10) days' notice prior
     to the  commencement  of any work in, on or about the Premises,  and Lessor
     shall  have the right to post  notices of  non-responsibility  in or on the
     Premises as provided by law. If Lessee  shall,  in good faith,  contest the
     validity of any such lien, claim or demand,  then Lessee shall, at its sole
     expense defend and protect itself, Lessor and the Premises against the same
     and shall pay and satisfy any such  adverse  judgment  that may be rendered
     thereon before the enforcement  thereof against the Lessor or the Premises.
     If Lessor  shall  require,  Lessee  shall  furnish to Lessor a surety  bond
     satisfactory  to Lessor in an amount  equal to one and  one-half  times the
     amount of such contested lien claim or demand,  Indemnifying Lessor against
     liability  for the same, as required by law for the holding of the Premises
     free from the effect of such lien or claim. In addition, Lessor may require
     Lessee to p8y Lessor's  attorney's fees and costs in  participating in such
     action if Lessor shall decide it is to its best interest to do so.

     7.4 Ownership; Removal; Surrender; and Restoration.

          (a)  Ownership.  Subject to Lessor's right to require their removal or
     become the owner thereof as hereinafter provided in this Paragraph 7.4, all
     Alterations  and Utility  Additions made to the Premises by Lessee shall be
     the property of and owned by Lessee, but considered a part of the Premises.
     Lessor may, at any time and at its option, elect in writing to Lessee to be
     the owner of all or any specified part of the Lessee Owned  Alterations and
     Utility Installations.  Unless otherwise instructed per subparagraph 7.4(b)
     hereof,  all Lessee Owned Alterations and Utility  Installations  shall, at
     the expiration or earlier termination of this Lease, become the property of
     Lessor and remain upon and be surrendered by Lessee with the Premises.

          (b) Removal.  Unless otherwise  agreed in writing,  Lessor may require
     that any or all  Lessee  Owned  Alterations  or  Utility  Installations  be
     removed  by  the   expiration  or  earlier   termination   of  this  Lease,
     notwithstanding  their  installation  may have been consented to by Lessor.
     Lessor may require the removal at any time of all or any part of any Lessee
     Owned  Alterations  or utility  Installations  made  without  the  required
     consent of Lessor.

          (c) Surrender/Restoration.  Lessee shall surrender the Premises by the
     end of the last day of the Lease term or any earlier termination date, with
     all of the  improvements,  parts  and  surfaces  thereof  clean and free of
     debris and in good operating order, condition and state of repair, ordinary
     wear and tear  excepted.  "Ordinary  wear and tear"  shall not  include any
     damage or deterioration  that would have been prevented by good maintenance
     practice or by Lessee  performing all of its obligations  under this Lease.
     Except as otherwise agreed or specified in writing by Lessor, the Premises,
     as surrendered. shall include the Utility Installations.  The obligation of
     Lessee  shall   include  the  repair  of  any  damage   occasioned  by  the
     installation,   maintenance   or  removal  of  Lessee's   Trade   Fixtures,
     furnishings,  equipment,  and Alterations and/or Utility Installations,  as
     well as the removal of any storage tank installed by or for Lessee, and the
     removal,  replacement, or remediation of any soil, material or ground water
     contaminated  by Lessee,  all as may then be  required  by  Applicable  Law
     and/or good service  practice.  Lessee's  Trade  Fixtures  shall remain the
     property of Lessee and shall be removed by Lessee subject to its obligation
     to repair and restore the Premises per this Lease.

8. Insurance; Indemnity.

     8.1 Payment of Premium Increases.

          (a) Lessee shall pay to Lessor any insurance cost increase ("Insurance
     Cost Increase")  occurring  during the term of this Lease.  "Insurance Cost
     Increases"  is defined as any increase in the actual cost of the  insurance
     required   under   Paragraphs   8.2(b),   8.3(a)  and  8.3(b).   ("Required
     Insurance"),  over and  above the Base  Premium,  as  hereinafter  defined,
     calculated on an annual basis. "Insurance Cost Increase" shall include, but
     not be  limited  to,  increases  resulting  from  the  nature  of  Lessee's
     occupancy,  any act or omission of Lessee,  requirements of the holder of a
     mortgage or deed of trust covering the Premises, increased valuation of the
     Premises  and/or a premium rate  increase.  If the parties  insert a dollar
     amount  in  Paragraph  1.9,  such  amount  shall be  considered  the  "Base
     Premium." In lieu thereof if the Premises  have been  previously  occupied,
     the "Base  Premium"  shall be the  annual  premium  applicable  to the most
     recent  occupancy.  If the  Premises  have never been  occupied,  the "Base
     Premium" shall be the lowest annual premium  reasonably  obtainable for the
     Required  Insurance as of the  commencement of the Original Term,  assuming
     the most nominal use possible of the Premises. In no event, however,  shall
     Lessee be responsible  for any portion of the premium cost  attributable to
     liability  insurance  coverage  in  excess  of  $1,000,000  procured  under
     Paragraph 8.2(b) (Liability Insurance Carried By Lessor).

          (b) Lessee shall pay any such Insurance Cost Increase to Lessor within
     thirty (30) days after receipt by Lessee of a copy of the premium statement
     or other reasonable  evidence of the amount due. If the insurance  policies
     maintained  hereunder  cover other  property  besides the Premises,  Lessor
     shall also  deliver to Lessee a statement  of the amount of such  Insurance
     Cost  Increase  attributable  only to the  Premises  showing in  reasonable
     detail the manner in which such amount was  computed.  Premiums  for policy
     periods  commencing prior to, or extending  beyond,  the term of this Lease
     shall be  prorated  to  coincide  with the  corresponding  Commencement  or
     Expiration of the Lease term.

     8.2 Liability Insurance.

          (a) Carried by Lessee.  Lessee  shall  obtain and keep in force during
     the term of this Lease a Commercial  General  Liability policy of insurance
     protecting Lessee and Lessor (as an additional  insured) against claims for
     bodily injury, personal injury and property damage based upon, involving or
     arising out of the ownership, use, occupancy or maintenance of the Premises
     and all areas appurtenant thereto. Such insurance shall be on an occurrence
     basis providing single limit coverage in an amount not less than $1,000,000
     per  occurrence  with  an  "Additional   Insured--Managers  or  Lessors  of
     Premises"

                                                                   Initials ____



PAGE 3


<PAGE>


     Endorsement  and contain the  "Amendment  of the Pollution  Exclusion"  for
     damage caused by heat, smoke or fumes from a hostile fire. The policy shall
     not contain any  intra-insured  exclusions  as between  insured  persons or
     organizations,  but shall include coverage for liability assumed under this
     Lease as an "insured  contract" for the  performance of Lessee's  indemnity
     obligations under this Lease. The limits of said insurance required by this
     Lease or as carried by Lessee shall not,  however,  limit the  liability of
     Lessee nor relieve Lessee of any obligation hereunder.  All insurance to be
     carried by Lessee shall be primary to and not contributory with any similar
     insurance  carried by Lessor,  whose insurance  shall be considered  excess
     insurance only.

          (b)  Carried By Lessor.  In the event  Lessor is the  Insuring  Party.
     Lessor  shall also  maintain  liability  insurance  described  in Paragraph
     8.2(a),  above. in addition to, and not in lieu of, the insurance  required
     to be  maintained  by Lessee.  Lessee  shall not be named as an  additional
     insured therein.

     8.3 Property Insurance--Building, Improvements and Rental Value.

          (a) Building  and  Improvements.  The Insuring  Party shall obtain and
     keep in force  during  the term of this Lease a policy or  policies  in the
     name of  Lessor,  with loss  payable  to Lessor  and to the  holders of any
     mortgages,  deeds of trust or around leases on the Premises  ("Lender(s)'),
     insuring loss or damage to the Premises. The amount of such insurance shall
     be equal to the full  replacement  cost of the Premises,  as the same shall
     exist from time to time, or the amount required by Lenders, hut in no event
     more than the commercially reasonable and available insurable value thereof
     if, by reason of the  unique  nature or age of the  improvements  involved,
     such  latter  amount is less  than  full  replacement  cost.  Lessee  Owned
     Alterations  and  Utility  Installations  shall be insured by Lessee  under
     Paragraph 8.4. If the coverage is available and  commercially  appropriate,
     such policy or policies shall insure  against all risks of direct  physical
     loss or  damage  (except  the  perils  of flood  and/or  earthquake  unless
     required  by  a  Lender).  including  coverage  for  any  additional  costs
     resulting from debris  removal and  reasonable  amounts of coverage for the
     enforcement  of any  ordinance  or law  regulating  the  reconstruction  or
     replacement  of any  undamaged  sections  of the  Premises  required  to be
     demolished or removed by reason of the enforcement of any building, zoning,
     safety or land use laws as the result of a covered  cause of loss,  but not
     including plate glass insurance. Said policy or policies shall also contain
     an agreed valuation provision in lieu of any coinsurance clause,  waiver of
     subrogation,  and  inflation  guard  protection  causing an increase in the
     annual property  insurance coverage amount by a factor of not less than the
     adjusted  U.S.  Department  of Labor  Consumer  Price  Index  for All Urban
     Consumers for the city nearest to where the Premises are located.

          (b) Rental Value. Lessor shall, in addition,  obtain and keep in force
     during the term of this Lease a policy or  policies  in the name of Lessor,
     with loss  payable to Lessor and  Lender(s),  insuring the loss of the full
     rental and other  charges  payable by Lessee to Lessor under this Lease for
     one (1) year  (including all real estate taxes,  insurance  costs,  and any
     scheduled rental increases). Said insurance shall provide that in the event
     the Lease is  terminated  by  reason  of an  insured  loss,  the  period of
     indemnity  for such  coverage  shall  be  extended  beyond  the date of the
     completion of repairs or  replacement  of the Premises,  to provide for one
     full year's loss of rental  revenues  from the date of any such loss.  Said
     insurance  shall  contain  an  agreed  valuation  provision  in lieu of any
     coinsurance  clause,  and the amount of coverage shall be adjusted annually
     to reflect the projected rental income,  property taxes,  insurance premium
     costs and other expenses, if any, otherwise payable by Lessee, for the next
     twelve (12) month period.

          (c) Adjacent Premises.  If the Premises are part of a larger building.
     or if the Premises are part of a group of buildings owned by Lessor,  which
     are adjacent to the Premises,  the Lessee shall pay for any increase in the
     premiums for the properly  insurance of such  building or buildings if said
     increase is caused by Lessee's  acts,  omissions,  use or  occupancy of the
     Premises.

          (d) Tenant's  Improvements.  Since Lessor is the Insuring  Party.  the
     Lessor shall not be required to insure Lessee Owned Alterations and Utility
     Installations unless the item in question has become the property of Lessor
     under the terms of this Lease.

     8.4 Lessee's Property Insurance. Subject to the requirements of Paragraph e
5, Lessee at its cost shall either by separate policy or, at Lessor's option, by
endorsement to a policy already carried,  maintain  insurance coverage on all of
Lessee's personal property,  Lessee Owned Alterations and Utility  Installations
in,  on, or about the  Premises  similar  in  coverage  to that  carried  by the
Insuring Party under  Paragraph 8.3. Such  insurance  shall be full  replacement
cost  coverage with a deductible  of not to exceed  $1,000 per  occurrence.  The
proceeds from any such insurance  shall be used by Lessee for the replacement of
personal  property or the  restoration of Lessee Owned  Alterations  and Utility
Installations.  Lessee shall be the Insuring Party with respect to the insurance
required by this  Paragraph 8.4 and shall provide  Lessor with written  evidence
that such insurance is in force.

     8.5 Insurance Policies.  Insurance required hereunder shall be in companies
duly licensed to transact  business in the state where the Premises are located,
and maintaining  during the policy term a "General  Policyholders  Rating" of at
least B+, V, or such other  rating as may be required by a Lender  having a lien
on the  Premises,  as set forth in the most current  issue of "Best's  Insurance
Guide." Lessee shall not do or permit to be done anything which shall invalidate
the insurance policies referred to in this Paragraph 8. Lessee shall cause to be
delivered  to  Lessor  certified  copies  of.  or  certificates  evidencing  the
existence  and  amounts of, the  insurance,  and with the  additional  insureds.
required under  Paragraph  8.2(a) and 8.4. No such policy shelf be cancelable or
subject to  modification  except after thirty (30) days prior written  notice to
Lessor.  Lessee shall at least thirty (30) days prior to the  expiration of such
policies,  furnish  Lessor with  evidence of  renewals  or  "insurance  binders"
evidencing  renewal  thereof,  or Lessor may order such insurance and charge the
cost  thereof to Lessee,  which amount shall be payable by Lessee to Lessor upon
demand.

   8.6 Waiver of  Subrogation.  Without  affecting any other rights or remedies.
Lessee and Lessor  ("Waiving  Party") each hereby release and relieve the other,
and waive their entire right to recover damages (whether in contract or in tort)
against the other for loss of or damage to the Waiving Party's  property arising
out of or incident to the perils  required to be insured against under Paragraph
8. The effect of such releases and waivers of the right to recover damages shall
not be  limited  by the  amount of  insurance  carried  or  required,  or by any
deductibles applicable thereto.

   8.7  Indemnity.  Except  for  Lessor's  negligence  and/or  breach of express
warranties,  Lessee  shall  indemnify,  protect,  defend and hold  harmless  the
Premises,  Lessor and its agents, Lessor's master or ground lessor. partners and
Lenders,  from and  against  any and all claims  loss of rents  and/or  damages,
costs, liens, judgments,  penalties,  permits, attorney's and consultant's fees,
expenses and/or liabilities  arising out of, involving,  or in dealing with, the
occupancy of the Premises by Lessee, the conduct of Lessee's business,  any act,
omission or neglect of Lessee, its agents,  contractors.  employees or invitees,
and out of any  Default  or  f3reach  by Lessee in the  performance  in a timely
manner of any obligation on Lessee's part to be performed under this Lease.  The
foregoing  shall  include,  but not be limited to, the defense or pursuit of any
claim or any action or proceeding  involved therein,  and whether or not (in the
case of claims made against Lessor)  litigated  and/or reduced to judgment,  and
whether well founded or not. In case any action or proceeding be brought against
Lessor by reason of any of the foregoing matters, Lessee upon notice from 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.

   8.8 Exemption of Lessor from Liability. Lessor shall not Be liable for injury
or  damage to the  person or goods,  wares,  merchandise  or other  property  of
Lessee,  Lessee's  employees,  contractors,  invitees,  customers,  or any other
person in or about the  Premises,  whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage,  obstruction  or  other  defects  of  pipes,  fire  sprinklers,  wires,
appliances,  plumbing,  air conditioning or lighting fixtures, or from any other
cause,  whether the said injury or damage results from  conditions  arising upon
the Premises or upon other  portions of the building of which the Premises are a
part.  or from other sources or places,  and  regardless of whether the cause of
such damage or injury or the means of repairing  the same is  accessible or not.
Lessor  shall not be liable for any damages  arising  from any act or neglect of
any other tenant of Lessor.  Notwithstanding  Lessor's  negligence  or breach Or
this Lease, Lessor shall under no circumstances be liable for injury to Lessee's
business or for any loss of income or profit therefrom.

9. Damage or Destruction.

     In the event a casualty cannot be restored in thirty (30) days, Lessee will
have the  option to  terminate  the Lease at the end of thirty  (30) days by * *
written  notice.  The Base Rent shall be abated during the period of time Lessee
cannot use the premises.

     9.1 Definitions.

          (a) "Premises  Partial Damage" shall mean damage or destruction to the
     improvements  on the  Premises,  other than Lessee  Owned  Alterations  and
     Utility  Installations,  the repair cost of which damage or  destruction is
     less  than 50% of the then  Replacement  Cost of the  Premises  immediately
     prior to such damage or  destruction,  excluding from such  calculation the
     value of the land and Lessee Owned Alterations and Utility Installations.

          (b) "Premises Total  Destruction"  shall mean damage or destruction to
     the Premises, other than Lessee Owned Alterations and Utility Installations
     the repair cost of which damage or  destruction  is 50% or more of the then
     Replacement  Cost of the  Premises  Immediately  prior  to such  damage  or
     destruction,  excluding  from  such  calculation  the value of the land and
     Lessee Owned Alterations and Utility Installations.

          (c) "Insured Loss" shall mean damage or destruction to improvements on
     the   Premises,   other  than   Lessee   Owned   Alterations   and  Utility
     Installations,  which was caused by an event  required to be covered by the
     insurance  described in Paragraph  8.3(a),  irrespective  of any deductible
     amounts or coverage limits involved.

          (d)  "Replacement  Cost"  shall mean the cost to repair or rebuild the
     improvements  owned  by  Lessor  at the  time of the  occurrence  to  their
     condition existing immediately prior thereto, including demolition,  debris
     removal and  upgrading  required by the  operation of  applicable  building
     codes, ordinances or laws, and without deduction for depreciation.

          (e)  "Hazardous  Substance  Condition"  shall mean the  occurrence  or
     discovery of a condition  involving the presence of. or a contamination by,
     a Hazardous  Substance as defined in Paragraph 6.2(a), in, on, or under the
     Premises.

     9.2 Partial  Damage--Insured  Loss. If a Premises Partial Damage that is an
Insured Loss occurs, then Lessor shall, at Lessor's expense,  repair such damage
(but not  Lessee's  Trade  Fixtures  or Lessee  Owned  Alterations  and  Utility
Installations)  as soon as reasonably  possible and this Lease shall continue in
full force and effect.  Notwithstanding the foregoing, if the required insurance
was not in force or the  insurance  proceeds are not  sufficient  to effect such
repair, the Insuring Party shall promptly contribute the shortage in proceeds as
and when required to complete said repairs. In the event,  however, the shortage
in  proceeds  was due to the fact that,  by reason of the  unique  nature of the
improvements,  full  replacement  cost insurance  coverage was not  commercially
reasonable  and  available,  Lessor  shall  have  no  obligation  to pay for the
shortage in  insurance  proceeds or to fully  restore the unique  aspects of the
Premises unless Lessee provides Lessor with the funds to cover same, or adequate
assurance  thereof,  within ten (10) days following receipt of written notice of
such shortage and request  therefor.  If Lessor  receives said funds or adequate
assurance  thereof within said ten (10) day period,  the party  responsible  for
making the repairs shall  complete them as soon as reasonably  possible and this
Lease  shall  remain in full force and effect.  If Lessor does not receive  such
funds or assurance within said period,  Lessor may nevertheless elect by written
notice to Lessee within ten (10) days  thereafter to make such  restoration  and
repair  as is  commercially  reasonable  with  Lessor  paying  any  shortage  in
proceeds,  in which case this Lease shall remain in full force and effect. If in
such case Lessor does not so elect,  then this Lease shall  terminate sixty (60)
days following the  occurrence of the damage or  destruction.  Unless  otherwise
agreed, Lessee shall in no event have any right to reimbursement from Lessor for
any funds contributed by Lessee to repair



PAGE 4

<PAGE>



any  such  damage  or  destruction.  Premises  Partial  Damage  due to  flood or
earthquake  shall be  subject  to  Paragraph  9.3  rather  than  Paragraph  9.2,
notwithstanding that there may be some insurance coverage,  but the net proceeds
of any such insurance  shall be made available for the repairs it made by either
Party.

     9.3 Partial  Damage--Uninsured  Loss. It a Premises  Partial Damage that is
not an Insured  Loss  occurs,  unless  caused by a  negligent  or willful act of
Lessee (in which event  Lessee  shall make the  repairs at Lessee's  expense and
this Lease  shall  continue  in full force and  effect,  but subject to Lessor's
rights under Paragraph 13), 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  receipt by Lessor of knowledge of the
occurrence of such damage of Lessor's  desire to terminate  this Lease as of the
date sixty (60) days  following  the giving of such notice.  In the event Lessor
elects to give such notice of Lessor's intention to terminate this Lease, Lessee
shall have the right  within ten (10) days after the  receipt of such  notice to
give written  notice to Lessor of Lessee's  commitment  to pay for the repair of
such damage totally at Lessee's expense and without  reimbursement  from Lessor.
Lessee shall provide  Lessor with the required funds or  satisfactory  assurance
thereof  within thirty (30) days  following  Lessee's said  commitment.  In such
event this Lease  shall  continue  in full force and  effect,  and Lessor  shall
proceed to make such  repairs as soon as  reasonably  possible  and the required
funds are  available.  It Lessee does not give such notice and provide the funds
or  assurance  thereof  within  the times  specified  above,  this  Lease  shall
terminate as of the date specified in Lessor's notice of termination.

     9.4 Total  Destruction.  Notwithstanding  any other provision  hereof, it a
Premises Total  Destruction  occurs  (including any destruction  required by any
authorized  public  authority),  this  Lease  shall  terminate  sixty  (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee.  In the event,  however,  that the damage or  destruction  was caused by
Lessee,  Lessor  shall have the right to recover  Lessor's  damages  from Lessee
except as released and waived in Paragraph 8.6.

     9.5 Damage Near End of Term.  It at any time during the last six (6) months
of the term of this Lease  there is damage for which the cost to repair  exceeds
one (1)  month's  Base Rent,  whether or not an Insured  Loss,  Lessor  may,  at
Lessor's  option,  terminate this Lease  effective sixty (60) days following the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within  thirty (30) days after the date of  occurrence of such
damage.  Provided,  however, it Lessee at that time has an exercisable option to
extend this Lease or to purchase the  Premises,  then Lessee may  preserve  this
Lease by, within twenty (20) days  following  the  occurrence of the damage,  or
before the  expiration  of the time  provided in such  option for its  exercise,
whichever is earlier  ("Exercise  Period"),  (i) exercising such option and (ii)
providing Lessor with any shortage in insurance  proceeds (or adequate assurance
thereof) needed to make the repairs. It Lessee duly exercises such option during
said  Exercise  Period and  provides  Lessor with funds (or  adequate  assurance
thereof) to cover any shortage in insurance proceeds,  Lessor shall, at Lessor's
expense  repair such damage as soon as reasonably  possible and this Lease shall
continue In full force and effect.  It Lessee tails to exercise  such option and
provide such funds or assurance during said Exercise Period,  then Lessor may at
Lessor's option terminate this Lease as of the expiration of said sixty (60) day
period  following  the  occurrence  of such damage by giving  written  notice to
Lessee of Lessor's  election to do so within ten (10) days after the  expiration
of the Exercise  Period,  notwithstanding  any term or provision in the grant of
option to the contrary.

     9.6 Abatement of Rent; Lessee's Remedies.

          (a) In the  event  of  damage  described  in  Paragraph  9.2  (Partial
     Damage--Insured),  whether or not Lessor or Lessee  repairs or restores the
     Premises, the Base Rent, Real Property Taxes, insurance premiums, and other
     charges,  it any,  payable by Lessee  hereunder for the period during which
     such damage,  its repair or the  restoration  continues  (not to exceed the
     period  for which  rental  value  insurance  is  required  under  Paragraph
     8.3(b)),  shall be abated in proportion to the degree to which Lessee's use
     of the  Premises  is  impaired.  Except for  abatement  of Base Rent,  Real
     Property  Taxes,   insurance  premiums,  and  other  charges,  it  any,  as
     aforesaid,  all other obligations of Lessee hereunder shall be performed by
     Lessee,  and  Lessee  shall  have no claim  against  Lessor  for any damage
     suffered by reason of any such repair or restoration.

          (b) If Lessor  shall be  obligated  to repair or restore the  Premises
     under the  provisions  of this  Paragraph  9 and shall not  commence,  in a
     substantial  and meaningful  way, the repair or restoration of the Premises
     within ninety (90) days after such obligation shall accrue,  Lessee may, at
     any time prior to the  commencement  of such  repair or  restoration,  give
     written  notice to Lessor  and to any  Lenders  of which  Lessee has actual
     notice of Lessee's election to terminate this Lease on a date not less than
     sixty (60) days  following the giving of such police.  If Lessee gives such
     notice to Lessor and such  Lenders  and such repair or  restoration  is not
     commenced within thirty (30) days after receipt of such notice,  this Lease
     shall  terminate as of the date  specified  in said notice.  If Lessor or a
     Lender  commences the repair or restoration  of the Premises  within thirty
     (30) days after receipt of such notice,  this Lease shall  continue in full
     force and effect.  "Commence" as used in this  Paragraph  shall mean either
     the  unconditional  authorization of the preparation of the required plans,
     or the  beginning  of the  actual  work on the  Premises,  whichever  first
     occurs.

     9.7 Hazardous  Substance  Conditions.  It a Hazardous  Substance  Condition
occurs,  unless  Lessee is legally  responsible  therefor  (in which case Lessee
shall make the investigation and remediation  thereof required by Applicable Law
and this Lease shall  continue in full force and effect,  but subject b Lessor's
rights under Paragraph 13), Lessor may at Lessor's option either (i) investigate
and  remediate  such  Hazardous  Substance  Condition,  if required,  as soon as
reasonably  possible  at  Lessor's  expense,  in which  event this  Lease  shall
continue in full force and effect,  or (ii) it the estimated cost to investigate
and remediate  such  condition  exceeds  twelve (12) times the then monthly Base
Rent or $100,000,  whichever is greater,  give written  notice to Lessee  within
thirty (30) days after receipt by Lessor of knowledge of the  occurrence of such
Hazardous  Substance  Condition of Lessor's desire to terminate this Lease as of
the date  sixty (60) days  following  the  giving of such  notice.  In the event
Lessor elects to give such notice of Lessor's intention to terminate this Lease,
Lessee  shall  have the right  within  ten (10) days  after the  receipt of such
notice to give written  notice to Lessor of Lessee's  commitment  to pay for the
Investigation and remediation of such Hazardous  Substance  Condition totally at
Lessee's expense and without  reimbursement  from Lessor except to the extent of
an amount  equal to twelve (12) times the then  monthly  Base Rent or  $100,000,
whichever is greater.  Lessee shall  provide  Lessor with the funds  required of
Lessee or  satisfactory  assurance  thereof  within  thirty (30) days  following
Lessee's said commitment.  In such event this Lease shall continue In full force
and effect,  and Lessor shall proceed to make such investigation and remediation
as soon as reasonably  possible and the required funds are available.  It Lessee
does not give such notice and provide the required  funds or  assurance  thereof
within the times  specified  above,  this Lease shall  terminate  as of the date
specified in Lessor's notice of termination.  It a Hazardous Substance Condition
occurs for which Lessee is not legally responsible,  there shall be abatement of
Lessee's  obligations  under  this  Lease  to the same  extent  as  provided  in
Paragraph 9.6(a) for a period of not to exceed twelve (12) months.

     9.8  Termination--Advance  Payment. Upon termination of this Lease pursuant
to this Paragraph 9, an equitable  adjustment  shall be made concerning  advance
Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall,
in addition,  return to Lessee so much of Lessee's  Security  Deposit as has not
been,  or is not then  required  to be,  used by Lessor  under the terms of this
Lease.

     9.9 Waive  Statutes.  Lessor and Lessee  agree that the terms of this Lease
shall govern the effect of any damage to or  destruction  of the  Premises  with
respect to the  termination of this Lease and hereby waive the provisions of any
present or future statute to the extent inconsistent herewith.

10. Real Property Taxes. 

     Lessee's  obligation  to pay the "Tax  Increase"  set forth  herein will be
capped at two percent (2%) per annum.

          10.1 (a) Payment of Taxes.  Lessor shall pay the Real Property  Taxes,
     as  defined  in  Paragraph  10.2,  applicable  to the  Premises;  provided,
     however, that Lessee shall pay, in addition to rent, the amount, it any, by
     which Real  Property  Taxes  applicable  to the Premises  increase over the
     fiscal tax year during which the Commencement Date occurs ("Tax Increase").
     Subject to Paragraph  10.1 (b),  payment of any such Tax Increase  shall be
     made by Lessee within  thirty (30) days after  receipt of Lessor's  written
     statement setting forth the amount due and the computation thereof.  Lessee
     shall promptly  furnish Lessor with  satisfactory  evidence that such taxes
     have been  paid.  It any such  taxes to be paid by Lessee  shall  cover any
     period of time prior to or after the  expiration or earlier  termination of
     the term hereof,  Lessee's share of such taxes shall be equitably  prorated
     to cover only the period of time  within the tax fiscal  year this Lease is
     in effect, and Lessor shall reimburse Lessee for any overpayment after such
     proration.

          (b) Advance  Payment.  In order to insure  payment when due and before
     delinquency of any or all Real Property  Taxes,  Lessor reserves the right,
     at Lessor's option,  to estimate the current Real Property Taxes applicable
     to the Premises, and to require such current year's Tax Increase to be paid
     in advance to Lessor by Lessee,  either:  (i) in a lump sum amount equal to
     the  amount  due,  at  least  twenty  (20)  days  prior  to the  applicable
     delinquency  date,  or (ii) monthly in advance with the payment of the Base
     Rent. It Lessor elects to require payment  monthly in advance,  the monthly
     payment shall be that equal monthly  amount  whichever the number of months
     remaining  before the month in which the applicable tax  installment  would
     become  delinquent  (and without  interest  thereon),  would provide a tuna
     large  enough to fully  discharge  before  delinquency  the  estimated  Tax
     Increase to be paid.  When the actual amount of the applicable Tax Increase
     is known,  the  amount  of such  equal  monthly  advance  payment  shall be
     adjusted as required to provide the fund needed to pay the  applicable  Tax
     Increase  before  delinquency if the amounts paid to Lessor by Lessee under
     the  provisions  of  this  Paragraph  are  insufficient  to  discharge  the
     obligations  of Lessee to pay such Tax  Increase as the same  becomes  due,
     Lessee shall pay to Lessor,  upon Lessor's demand,  such additional sums as
     are necessary to pay such obligation.  All moneys paid to Lessor under this
     Paragraph  may be  intermingled  with other  moneys of Lessor and shall not
     bear interest. In the event of a Breach by Lessee in the performance of the
     obligations  of Lessee  under this Lease,  then any balance d funds paid to
     Lessor under the provisions of this Paragraph may,  subject to proration as
     provided in Paragraph  10.1(a),  at the option of Lessor,  be treated as an
     additional Security Deposit under Paragraph 5.

          (c) Additional Improvements Notwithstanding Paragraph 10.1 (a) hereof,
     Lessee  shall  pay to Lessor  upon  demand  therefor  the  entirety  of any
     Increase  in Real  Property  Taxes  assessed  by reason of  Alterations  or
     Utility  Installations  placed  upon the  Premises by Lessee or at Lessee's
     request.

     10.2  Definition of "Real Property  Taxes." As used herein,  the term "Real
Property Taxes" shall include any form of real estate tax or assessment, general
special, ordinary or extraordinary,  and any license tee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance,  personal income
or estate taxes) imposed upon the Premises by any authority having the direct or
indirect power to tax, including any city, state or federal  government,  or any
school,  agricultural,  sanitary,  tire,  street,  drainage or other improvement
district  thereof,  levied against any legal or equitable  interest of Lessor in
the Premises or in the real property of which the Premises are a part,  Lessor's
right to rent or other income therefrom, and/or Lessor's business of leasing the
Premises.  The term "Real Property Taxes" shall also include any tax, fee, levy,
assessment  or  charge,  or any  increase  therein,  imposed by reason of events
occurring,  or changes in applicable law taking effect,  during the term of this
Lease, including but not limited to a change in the ownership of the Premises or
in the improvements  thereon,  the execution of this Lease, or any modification,
amendment or transfer  thereof,  and whether or not contemplated by the Parties.


                                                              Initials: ________


PAGE 5

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     10.3  Joint  Assessment.  If the  Premises  are  not  separately  assessed,
Lessee's  liability shall be an equitable  proportion of the Real Property Taxes
for an of the land and  improvements  included  within the tax parcel  assessed,
such  proportion  to be  determined  by Lessor  from the  respective  valuations
assigned  in the  assessor's  work  sheets or such other  information  as may be
reasonably available.  Lessor's reasonable determination thereof, in good faith,
shall be conclusive.

     10.4 Personal  Property  Taxes.  Lessee shall pay prior to delinquency  all
taxes  assessed  against  and levied  upon  Lessee  Owned  Alterations,  Utility
Installations,  Trade Fixtures, furnishings, equipment and all personal property
of Lessee  contained in the Premises or elsewhere.  When possible,  Lessee shall
cause its Trade Fixtures, furnishings, equipment and all other personal property
to be assessed and billed separately from the real property of Lessor. If any of
Lessee's said personal  property  shall be assessed with Lessor's real property,
Lessee shall pay 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 or, at Lessor's option, as provided in Paragraph 10.1(b).

11.  Utilities.  Lessee  shall  pay for all  water,  gas,  heat,  light,  power,
telephone,  trash  disposal and other  utilities  and  services  supplied to the
Premises,  together  with  any  taxes  thereon.  If any  such  services  are not
separately metered to Lessee,  Lessee shall pay a reasonable  proportion,  to be
determined by Lessor, of all charges jointly metered with other premises.

12. Assignment and Subletting.

     12.1 Lessor's Consent Required.

          (a)  Lessee  shall not  voluntarily  or by  operation  of law  assign,
     transfer,   mortgage  or  otherwise  transfer  or  encumber  (collectively,
     "assignment") or sublet all or any part of Lessee's  interest in this Lease
     or in the Premises  without  Lessor's prior written consent given under and
     subject to the terms of Paragraph 36.

          (b) A change in the control of Lessee shall  constitute  an assignment
     requiring  Lessor's  consent.  The  transfer,  on a  cumulative  basis,  of
     twenty-five  percent  (25%) or more of the voting  control of Lessee  shall
     constitute a change in control for this purpose.

          (c) The  involvement  of Lessee or its assets in any  transaction,  or
     series of transactions  (by way of merger,  sale,  acquisition,  financing,
     refinancing,  transfer,  leveraged buy-out or otherwise),  whether or not a
     formal assignment or hypothecation of this Lease or Lessee's assets occurs,
     which results or will result in a reduction of the Net Worth of Lessee,  as
     hereinafter  defined,  by an amount  equal to or greater  than  twenty-five
     percent (25%) of such Net Worth of Lessee as it was  represented  to Lessor
     at the time of the  execution by Lessor of this Lease or at the time of the
     most  recent  assignment  to which  Lessor has  consented,  or as it exists
     immediately  prior to said  transaction or transactions  constituting  such
     reduction,  at  whichever  time said Net Worth of Lessee was or is greater,
     shall be  considered  an assignment of this Lease by Lessee to which Lessor
     may reasonably withhold its consent.  "Net Worth of Lessee" for purposes of
     this  Lease  shall be the net worth of Lessee  (excluding  any  guarantors)
     established under generally  accepted  accounting  principles  consistently
     applied.

          (d) An assignment  or  subletting  of Lessee's  interest in this Lease
     without Lessor's  specific prior written consent shall, at Lessor's option,
     be a Default  curable after notice per Paragraph  13.1(c),  or a noncurable
     Breach  without the  necessity  of any notice and grace  period.  If Lessor
     elects  to  treat  such  unconsented  to  assignment  or  subletting  as  a
     noncurable  Breach,  Lessor shall have the right to either:  (i)  terminate
     this  Lease,  or (ii) upon  thirty  (30)  days  written  notice  ("Lessor's
     Notice"), increase the monthly Base Rent to fad' market rental value or one
     hundred ten percent  (110%) of the Base Rent then in effect,  whichever  is
     greater.  Pending  determination,  of the new fair market rental value,  if
     disputed  by Lessee,  Lessee  shall pay the  amount  set forth in  Lessor's
     Notice,  with any overpayment  credited against the next  installment(s) of
     Base Rent coming due, and any underpayment for the period  retroactively to
     the effective date of the adjustment being due and payable immediately upon
     the determination thereof.  Further, in the event of such Breach and market
     value  adjustment,  (i) the  purchase  price of any option to purchase  the
     Premises held by Lessee shall be subject to similar  adjustment to the then
     fair market value (without the Lease being considered an encumbrance or any
     deduction for depreciation or obsolescence, and considering the Premises at
     its highest and best use and in good condition), or one hundred ten percent
     (110%) of the price  previously in effect,  whichever is greater,  (ii) any
     index-oriented  rental or price adjustment formulas contained in this Lease
     shall  be  adjusted  to  require  that the base  index be  determined  with
     reference to the index applicable to the time of such adjustment, and (iii)
     any fixed rental  adjustments  scheduled  during the remainder of the Lease
     term shall be increased in the same ratio as the new market rental bears to
     the Base Rent in effect immediately prior to the market value adjustment.

          (e) Lessee's  remedy for any breach of this  Paragraph  12.1 by Lessor
     shall be limited to compensatory damages and injunctive relief.

     12.2 Terms and Conditions Applicable to Assignment and Subletting.

          (a) Regardless of Lessor's consent, any assignment or subletting shall
     not:  (i) be  effective  without the  express  written  assumption  by such
     assignee or sublessee of the  obligations of Lessee under this Lease,  (ii)
     release  Lessee of any  obligations  hereunder,  or (iii) alter the primary
     Liability  of Lessee for the payment of Base Rent and other sums due Lessor
     hereunder or for the  performance of any other  obligations to be performed
     by Lessee under this Lease.

          (b) Lessor may accept any rent or performance of Lessee's  obligations
     from any person other than Lessee  pending  approval or  disapproval  of an
     assignment.  Neither  a  delay  in the  approval  or  disapproval  of  such
     assignment nor the acceptance of any rant or performance shall constitute a
     waiver or estoppel  of Lessor's  right to  exercise  its  remedies  for the
     Default or Breach by Lessee of any of the terms, covenants or conditions of
     this Lease.

          (c) The consent of 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.  However,  Lessor may  consent  to  subsequent  sublettings  and
     assignments  of the sublease 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 this Lease or sublease.

          (d) In the event of any  Default  or Breach  of  Lessee's  obligations
     under  this  Lease,   Lessor  may  proceed  directly  against  Lessee,  any
     Guarantors or any one else  responsible for the performance of the Lessee's
     obligations  under this  Lease,  including  the  sublessee,  without  first
     exhausting Lessor's remedies against any other person or entity responsible
     therefor to Lessor, or any security held by Lessor or Lessee.

          (e) Each request for consent to an assignment  or subletting  shall be
     in writing,  accompanied by information relevant to Lessor's  determination
     as to the financial and operational  responsibility and  appropriateness of
     the  proposed  assignee  or  sublessee,  including  but not  limited to the
     intended use and/or required modification of the Premises, if any, together
     with a non-refundable deposit of $1,000 or ten percent (10%) of the current
     monthly Base Rent,  whichever is greater,  as reasonable  consideration for
     Lessor's considering and processing the request for consent.  Lessee agrees
     to  provide  Lessor  with  such  other  or  additional  information  and/or
     documentation as may be reasonably requested by Lessor.

          (f) Any assignee of, or sublessee  under,  this Lease shall, by reason
     of accepting such assignment or entering into such sublease, be deemed, for
     the  benefit of Lessor,  to have  assumed  and agreed to conform and comply
     with each and every term,  covenant,  condition and obligation herein to be
     observed  or  performed  by Lessee  during the term of said  assignment  or
     sublease,  other than such  obligations as are contrary to or  inconsistent
     with   provisions  of  an  assignment  or  sublease  to  which  Lessor  has
     specifically consented in writing.

          (g) The  occurrence  of a transaction  described in Paragraph  12.1(c)
     shall give Lessor the right (but not the  obligation)  to require  that the
     Security  Deposit be increased to an amount equal to six (6) times the then
     monthly Base Rent,  and Lessor may make the actual receipt by Lessor of the
     amount required to establish such Security  Deposit a condition to Lessor's
     consent to such transaction.

          (h) Lessor,  as a condition to giving its consent to any assignment or
     subletting.  may require  that the amount and  adjustment  structure of the
     rent payable  under this Lease be adjusted to what is then the market value
     and/or  adjustment  structure for property  similar to the Premises as then
     constituted.

     12.3  Additional  Terms  and  Conditions  Applicable  to  Subletting.   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
this Lease whether or not expressly incorporated therein:

          (a) Lessee  hereby  assigns  and  transfers  to Lessor all of Lessee's
     interest in all rentals and income  arising  from any  sublease of all or a
     portion of the Premises  heretofore or hereafter made by Lessee, and Lessor
     may collect such rent and income and apply same toward Lessee's obligations
     under this  Lease;  provided,  however,  that until a Breach (as defined in
     Paragraph  13.1) shall  occur in the  performance  of Lessee's  obligations
     under this Lease,  Lessee may, except as otherwise  provided in this Lease.
     receive,  collect and enjoy the rents accruing under such sublease.  Lessor
     shall not, by reason of this or any other  assignment  of such  sublease to
     Lessor, nor by reason of the collection of tl1e 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
     Breach exists in the performance of Lessee's  obligations under this Lease,
     to pay to Lessor  the rents and other  charges  due and to become due under
     the sublease. Sublessee shall rely upon any such statement and request from
     Lessor and shall pay such rents and other  charges  to Lessor  without  any
     obligation  or right to  inquire  as to  whether  such  Breach  exists  and
     notwithstanding  any  notice  from or claim  from  Lessee to the  contrary.
     Lessee shall have no right or claim against said  sublessee,  or, until the
     Breach has been cured, against Lessor, for any such rents and other charges
     so paid by said sublessee to Lessor.

          (b) In the  event of a Breach  by  Lessee  in the  performance  of its
     obligations  under  this  Lease,  Lessor,  at its option  and  without  any
     obligation  to do so, may require any  sublessee to attorney to Lessor,  in
     which event Lessor shall  undertake the  obligations of the sublessor under
     such  sublease  from  the  time  of the  exercise  of  said  option  to the
     expiration of such sublease;  provided, however, Lessor shall not be liable
     for any prepaid  rents or security  deposit paid by such  sublessee to such
     sublessor  or for any other prior  Defaults  or Breaches of such  sublessor
     under such sublease.

          (c) Any matter or thing requiring the consent of the sublessor under a
     sublease shall also require the consent of Lessor herein.

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

          (e) Lessor shall  deliver a copy of any notice of Default or Breach by
     Lessee to the  sublessee,  who shall have the right to cure the  Default of
     Lessee  within the grace  period,  if any,  specified in such  notice.  The
     sublessee shall have a right of  reimbursement  and offset from and against
     Lessee for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

     13.1  Default;  Breach.  Lessor and Lessee  agree  that if an  attorney  is
consulted  by  Lessor  in  connection  with  a  Lessee  Default  or  Breach  (as
hereinafter  defined),  $350.00 is a reasonable  minimum sum per such occurrence
for legal  services  and costs in the  preparation  and  service  of a notice of
Default,

                                                                Initials _______

Page 6



<PAGE>



and that Lessor may include the cost of such  services  and costs in said notice
as rent due and  payable  to cure said  Default.  A  "Default"  is  defined as a
failure  by the Lessee to  observe,  comply  with or  perform  any of the terms,
covenants, conditions or rules applicable to Lessee under this Lease. A "Breach"
is defined as the occurrence of any one or more of the following Defaults,  and,
where a grace period for cure after  notice is  specified  herein the failure by
Lessee  to cure such  Default  poor to me  expiration  of the  applicable  grace
period, shall entitle Lessor to pursue the remedies set forth in paragraphs 13.2
and/or 13.3:

          (a) The  vacating of the  Premises  without the  intention to reoccupy
     same, or the abandonment of the Premises.

          (b) Except as expressly  otherwise provided in this Lease, the failure
     by Lessee to make any  payment of Base Rent or any other  monetary  payment
     required  to be made by Lessee  hereunder,  whether to Lessor or to a third
     party,  as and when due,  the  failure  by Lessee to  provide  Lessor  with
     reasonable  evidence of insurance or surety bond required under this Lease,
     or the failure of Lessee to fulfill any  obligation  under this Lease which
     endangers or threatens life or property, where such failure continues for a
     period of five (5) days following written notice thereof by or on behalf of
     Lessor to Lessee.

          (c) Except as expressly  otherwise provided in this Lease, the failure
     by Lessee to provide  Lessor  with  reasonable  written  evidence  (in duly
     executed  original form, if applicable) of (i) compliance  with  applicable
     law per  Paragraph  6.3,  (ii)  the  inspection,  maintenance  and  service
     contracts  required  under  Paragraph  7.1(b),  (iii) the  recission  of an
     unauthorized assignment or subletting per Paragraph 12.1(b), (iv) a Tenancy
     Statement   per   Paragraphs   16  or  37,   (v)   the   subordination   or
     non-subordination  of this Lease per Paragraph 30, (vi) the guaranty of the
     performance  of Lessee's  obligations  under this Lease it  required  under
     Paragraphs 1.11 and 37, (vii) the execution of any document requested under
     Paragraph 42 (easements),  or (viii) any other documentation or information
     which  Lessor  may  reasonably  require  of Lessee  under the terms of this
     Lease,  where  any such  failure  continues  for a period  of ten (10) days
     following written notice by or on behalf of Lessor to Lessee.

          (d) A Default  by Lessee as to the  terms,  covenants,  conditions  or
     provisions  of this  Lease,  or of the rules  adopted  under  Paragraph  40
     hereof,  that are to be  observed,  complied  with or  performed by Lessee,
     other than those described in subparagraphs  (a), (b) or (c), above,  where
     such  Default  continues  for a period of thirty  (30) days  after  written
     notice thereof by or on behalf of Lessor to Lessee, provided, however, that
     if the nature of  Lessee's  Default is such that more than thirty (30) days
     are reasonably  required for its cure,  then it shall not be deemed to be a
     Breach of this Lease by Lessee if Lessee  commences  such cure  within said
     thirty (30) day period and thereafter  diligently  prosecutes  such cure to
     completion.

          (e) The  occurrence of any of the  following  events (i) The making by
     lessee  of any  general  arrangement  or  assignment  for  the  benefit  of
     creditors;  (ii)  Lessee's  becoming  a  "debtor"  as  defined in 11 U.S.C.
     section 101 or any  successor  statute  thereto  (unless,  in the case of a
     petition  filed  against  Lessee,  the same is dismissed  within sixty (60)
     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 this 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; provided, however, in the event that any provision
     of this  subparagraph (e) is contrary to any applicable law, such provision
     shall  be of no  force  or  effect,  and not  affect  the  validity  of the
     remaining provisions.

          (f) The  discovery  by Lessor that any  financial  statement  given to
     Lessor by Lessee or any  Guarantor of Lessee's  obligations  hereunder  was
     materially false.

          (g) If the  performance  of Lessee's  obligations  under this Lease is
     guaranteed:  (i) the  death  of a  guarantor,  (ii)  the  termination  of a
     guarantor's  liability  with respect to this Lease other than In accordance
     with the terms of such guaranty,  (iii) a guarantor's becoming insolvent or
     the subject of a bankruptcy filing, (iv) a guarantor's refusal to honor the
     guaranty,  or (v) a  guarantor's  breach of its guaranty  obligation  on an
     anticipatory  breach basis,  and Lessee's  failure,  within sixty (60) days
     following  written  notice  by or on behalf of Lessor to Lessee of any such
     event,  to provide Lessor with written  alternative  assurance or security,
     which, when coupled with the then existing  resources of Lessee,  equals or
     exceeds the combined financial  resources of Lessee and the guarantors that
     existed at the time of execution of this Lease.

     13.2  Remedies.  If  Lessee  fails  to  perform  any  affirmative  duty  or
obligation of Lessee under this Lease, within ten (10) days after written notice
to Lessee (or in case of an emergency, without notice), Lessor may at its option
(but without  obligation to do so),  perform such duty or obligation on Lessee's
behalf, including but not limited to the obtaining of reasonably required bonds,
insurance policies, or governmental  licenses,  permits or approvals.  The costs
and  expenses  of any such  performance  by Lessor  shall be due and  payable by
Lessee to Lessor upon Invoice  therefor,  if any check given to Lessor by Lessee
shall not be honored by the bank upon which it is drawn,  Lessor, at its option,
may require all future payments to be made under this Lease by Lessee to be made
only by cashier's  check.  In the event of a Breach of this Lease by Lessee,  as
defined in Paragraph 13.1, with or without further notice or demand, and without
limiting  Lessor in the exercise of any right or remedy which Lessor may have by
reason of such Breach, Lessor may:

          (a)  Terminate  Lessee's  right to  possession  of the Premises by any
     lawful means,  in which case this Lease and the term hereof shall terminate
     and Lessee  shall  immediately  surrender  possession  of the  Premises  to
     Lessor. In such event Lessor shall be entitled to recover from Lessee.  (I)
     the worth at the time of the award of the unpaid rent which had been earned
     at the  time of  termination;  (ii)  the  worth at the time of award of the
     amount by which  the  unpaid  rent  which  would  have  been  earned  after
     termination  until the time of award exceeds the amount of such rental loss
     that the Lessee proves could have been reasonably avoided,  (iii) 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 kiss
     that the Lessee  proves  could be  reasonably  avoided;  and (iv) any other
     amount  necessary to compensate  Lessor for all the  detriment  proximately
     caused by the 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 the cost of recovering possession of
     the Premises,  expenses of reletting,  including  necessary  renovation and
     alteration of the Premises, reasonable attorneys' fees, and that portion of
     the leasing  commission paid by Lessor  applicable to the unexpired term of
     this  Lease.  The worth at the time of award of the amount  referred  to in
     provision (iii) of the prior sentence shall be computed by discounting such
     amount at the discount rate of the Federal Reserve Bank of San Francisco at
     the time of award plus one  percent  (1%).  Efforts  by Lessor to  mitigate
     damages caused by Lessee's  Default or Breach of this Lease shall not waive
     Lessor's right to recover damages under this  Paragraph.  If termination of
     this Lease is obtained through the provisional remedy of unlawful detainer,
     Lessor shall have the right to recover in such  proceeding  the unpaid rent
     and damages as are recoverable  therein,  or Lessor may reserve therein the
     right to recover all or any part  thereof in a separate  suit for such rent
     and/or damages.  If a notice and grace period required under  subparagraphs
     13.1(b), (c) or (d) was not previously given, a notice to pay rent or quit,
     or to  perform  or quit,  as the case may be,  given to  Lessee  under  any
     statute  authorizing  the forfeiture of leases for unlawful  detainer shall
     also constitute the applicable notice for grace period purposes required by
     subparagraphs  13.1 (b),  (c) or (d). In such case,  the  applicable  grace
     period  under  subparagraphs  13.1 (b),  (c) or (d) and under the  unlawful
     detainer  statute  shall  run  concurrently  after  the one such  statutory
     notice, and the failure of Lessee to cure the Default within the greater of
     the two such grace periods shall constitute both an unlawful detainer and a
     Breach of this Lease entitling Lessor to the remedies  provided for in this
     Lease and/or by said statute.

          (b) Continue the Lease and Lessee's  right to possession in effect (in
     California  under  California  Civil Code Section  1951.4)  after  Lessee's
     Breach and  abandonment  and recover the rent as it becomes  due,  provided
     Lessee  has the right to  sublet  or  assign,  subject  only to  reasonable
     limitations. See Paragraphs 12 and 36 for the limitations on assignment and
     subletting which limitations  Lessee and Lessor agree are reasonable.  Acts
     of  maintenance  or  preservation,  efforts to relet the  Premises,  or the
     appointment of a receiver to protect the Lessor's interest under the Lease,
     shall not constitute a termination of the Lessee's right to possession.

          (c) Pursue any other remedy now or hereafter available to Lessor under
     the laws or  judicial  decisions  of the state  wherein  the  Premises  are
     located.

          (d) The expiration or termination of this Lease and/or the termination
     of Lessee's  right to possession  shall not relieve  Lessee from  liability
     under any Indemnity  provisions  of this Lease as to matters  occurring' or
     accruing  during the term hereof or by reason of Lessee's  occupancy of the
     Premises.

     13.3 Inducement  Recapture in Event of Breach.  Any agreement by Lessor for
free or abated  rent or other  charges  applicable  to the  Premises  or for the
giving  or  paying  by  Lessor  to or for  Lessee  of any cash or  other  bonus,
Inducement or consideration  for Lessee's entering into this Lease, all of which
concessions are  hereinafter  referred to as "Inducement  Provisions,"  shall be
deemed  conditioned  upon Lessee's full and faithful  performance  of all of the
terms,  covenants  and  conditions  of this Lease to be performed or observed by
Lessees during the term hereof as the same may be extended.  Upon the occurrence
of a Breach of this Lease by Lessee,  as defined  in  Paragraph  13.1,  any such
inducement  Provision shall  automatically be deemed deleted from this Lease and
of no further force or effect, and any rent, other charge, bonus,  inducement or
consideration  theretofore  abated,  given  or  paid  by  Lessor  under  such an
Inducement  Provision  shall be immediately due and payable by Lessee to Lessor,
and   recoverable   by  Lessor  as   additional   rent  due  under  this  Lease,
notwithstanding  any subsequent cure of said Breach by Lessee. The acceptance by
Lessor of rent or the cure of the Breach which  initiated  the operation of this
Paragraph  shall not be deemed a waiver  by  Lessor  of the  provisions  of this
Paragraph unless specifically so stated in writing by Lessor at the time of such
acceptance.

     13.4 Late Charges.  Lessee hereby  acknowledges that late payment by Lessee
to Lessor of rent and other sums due hereunder  will cause Lessor to Incur costs
not  contemplated  by this Lease,  the exact  amount of which wilt be  extremely
difficult to ascertain.  Such costs include,  but are not limited to, processing
and accounting charges, and late charges which may be imposed upon Lessor by the
terms of any  ground  lease,  mortgage  or trust  deed  covering  the  Premises.
Accordingly,  if any  Installment of rent or any other sum due from Lessee shall
not be received by Lessor or Lessor's  designee  within five (5) 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 six  percent  (6%) 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 or Breach with respect to such overdue  amount,  nor
prevent  Lessor from  exercising  any of the other rights and  remedies  granted
hereunder. In the event that a late charge is payable hereunder,  whether or not
collected,   for  three  (3)   consecutive   installments  of  Base  Rent,  then
notwithstanding  Paragraph  4.1 or any  other  provision  of this  Lease  to the
contrary,  Base Rent shall, at Lessor's option, become due and payable quarterly
in advance.

     13.5 Breach by Lessor.  Lessor  shall not be deemed in breach of this Lease
unless Lessor fails within a reasonable  time to perform an obligation  required
to be performed by Lessor.  For  purposes of this  Paragraph  13.5, a reasonable
time shall in no event be less than  thirty  (30) days after  receipt by Lessor,
and by the holders of any ground lease,  mortgage or deed of trust  covering the
Premises whose name and address shall have been furnished  Lessee in writing for
such purpose, of written notice specifying wherein such obligation of Lessor has
not been performed; provided, however, that if the nature of Lessor's obligation
is such  that more than  thirty  (30) days  after  such  notice  are  reasonably
required for its performance, then Lessor shall not be h breach of this Lease if
performance  is  commenced  within such  thirty  (30) day period and  thereafter
diligently pursued to completion.

                                                                  Initials _____

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<PAGE>



26.  No Right To  Holdover.  Lessee  has no right to  retain  possession  of the
Premises or any part thereof  beyond the  expiration or earlier  termination  of
this Lease.

27.  Cumulative  Remedies.  No  remedy  or  election  hereunder  shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity

28.  Covenants and  Conditions.  All  provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties,
their  personal  representatives,  successors and assigns and be governed by the
laws of the State in which the Premises are located.  Any litigation between the
Parties hereto  concerning  this Lease shall be initiated in the county in which
the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

     30.1  Subordination.  This Lease and any  Option  granted  hereby  shall be
subject and subordinate to any ground lease,  mortgage,  deed of trust, or other
hypothecation  or security  device  (collectively,  "Security  Device"),  now or
hereafter  placed by Lessor upon the real  property of which the  Premises are a
part, to any and all advances made on the security thereof, and to all renewals,
modifications,  consolidations,  replacements  and  extensions  thereof.  Lessee
agrees that the Lenders  holding any such  Security  Device  shall have no duty,
liability or obligation to perform any of the  obligations  of Lessor under this
Lease,  but that in the  event of  Lessor's  default  with  respect  to any such
obligation,  Lessee  will  give any  Lender  whose  name and  address  have been
furnished  Lessee in writing for such  purpose  notice of  Lessor's  default and
allow such Lender thirty (30) days following receipt of such notice for the cure
of said default before  invoking any remedies Lessee may have by reason thereof.
If any Lender  shall elect to have this Lease and/or any Option  granted  hereby
superior  to the lien of its  Security  Device  and shall  give  written  notice
thereof to Lessee,  this Lease and such  Options  shall be deemed  prior to such
Security  Device,  notwithstanding  the relative dates of the  documentation  or
recordation thereof.

     30.2  Attornment.  Subject to the  non-disturbance  provisions of Paragraph
30.3,  Lessee  agrees to attorn  to a Lender  or any  other  party who  acquires
ownership of the Premises by reason of a foreclosure of a Security  Device,  and
that in the event of such  foreclosure,  such new owner shall not: (i) be liable
for any act or omission of any prior lessor or with respect to events  occurring
prior to  acquisition  of ownership,  (ii) be subject to any offsets or defenses
which  Lessee  might  have  against  any  prior  lessor,  or  (iii)  be bound by
prepayment of more than one (1) month's rent.

     30.3  Non-Disturbance.  With  respect to Security  Devices  entered into by
Lessor after the execution of this Lease,  Lessee's  subordination of this Lease
shall be subject to receiving assurance (a "non-disturbance agreement") from the
Lender that Lessee's possession and this Lease,  including any options to extend
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof
and attorns to the record owner of the Premises.

     30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be
effective  without the execution of any further  documents;  provided,  however,
that,  upon written  request from Lessor or a Lender in connection  with a sale,
financing or refinancing  of the Premises,  Lessee and Lessor shall execute such
further writings as may be reasonably  required to separately  document any such
subordination or non-subordination,  attornment and/or non-disturbance agreement
as is provided for herein.

31.  Attorney's  Fees.  If any Party or Broker brings an action or proceeding to
enforce the terms hereof or declare rights  hereunder,  the Prevailing Party (as
hereafter defined) or Broker in any such proceeding,  action, or appeal thereon,
shall be entitled to reasonable attorney's fees. Such fees may be awarded in the
same  suit or  recovered  in a  separate  suit,  whether  or not such  action or
proceeding  is pursued to decision or  judgment.  The term,  "Prevailing  Party"
shall include,  without limitation,  a Party or Broker who substantially obtains
or  defeats  the  relief  sought,  as the case may be,  whether  by  compromise,
settlement,  judgment,  or the  abandonment  by the other Party or Broker of its
claim or defense.  The  attorney's fee award shall not be computed in accordance
with any  court  fee  schedule,  but  shall be such as to  fully  reimburse  all
attorney's  fees  reasonably  incurred.  Lessor shall be entitled to  attorney's
fees,  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 or resulting Breach.

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall
have the right to enter the Premises at any time,  in the case of an  emergency,
and  otherwise  at  reasonable  times for the  purpose  of  showing  the same to
prospective  purchasers,  lenders,  or  lessees,  and making  such  alterations,
repairs,  improvements  or additions to the Premises or to the building of which
they are a part, as Lessor may reasonably deem necessary. Lessor may at any time
place on or about the  Premises or building  any  ordinary  "For Sale" signs and
Lessor may at any time during the last one hundred twenty (120) days of the term
hereof place on or about the Premises any ordinary "For Lease"  signs.  All such
activities of Lessor shall be without abatement of rant or liability to Lessee.

33.  Auctions.  Lessee shall not  conduct,  nor permit to be  conducted,  either
voluntarily or involuntarily, any auction upon the Premises 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.

34. Signs. Lessee shall not place any sign upon the Premises, except that Lessee
may, with Lessor's  prior  written  consent,  install (but not on the roof) such
signs as are  reasonably  required  to  advertise  Lessee's  own  business.  The
installation  of any sign on the  Premises by or for Lessee  shall be subject to
the  provisions of Paragraph 7  (Maintenance,  Repairs,  Utility  Installations,
Trade  Fixtures and  Alterations).  Unless  otherwise  expressly  agreed herein,
Lessor reserves all rights to the use of the roof and the right to install,  and
all revenues from the installation  of, such advertising  signs on the Premises,
including  the  roof,  as do not  unreasonably  interfere  with the  conduct  of
Lessee's business.

35.  Termination;  Merger.  Unless  specifically  stated otherwise in writing by
Lessor,  the  voluntary or other  surrender of this Lease by Lessee,  the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by Lessee,  shall  automatically  terminate any sublease or lesser estate in the
Premises;  provided,  however, Lessor shall, in the event of any such surrender,
termination or  cancellation,  have the option to continue any one or all of any
existing subtenancies.  Lessor's failure within ten (10) days following any such
event to make a written election to the contrary by written notice to the holder
of any such lesser  Interest,  shall constitute  Lessor's  election to have such
event constitute the termination of such interest.

36. Consents.

     (a) Except for  Paragraph 33 hereof  (Auctions)  or as  otherwise  provided
herein,  wherever  in this Lease the consent of a Party is required to an act by
or for the other  Party,  such  consent  shall not be  unreasonably  withheld or
delayed.  Lessor's  actual  reasonable  costs and  expenses  (including  but not
limited to  architects',  attorneys',  engineers'  or other  consultants'  fees)
incurred in the  consideration  of, or response  to, a request by Lessee for any
Lessor  consent  pertaining  to this Lease or the  Premises,  including  but not
limited to consents to an  assignment,  a subletting or the presence or use of a
Hazardous Substance, practice or storage tank, shall be paid by Lessee to Lessor
upon receipt of an invoice and  supporting  documentation  therefor.  Subject to
Paragraph 1 2.2(e)  (applicable to assignment or  subletting),  Lessor may, as a
condition to considering any such request by Lessee, require that Lessee deposit
with Lessor an amount of money (in addition to the  Security  Deposit held under
Paragraph,5)  reasonably  calculated by Lessor to represent the cost Lessor will
incur in  considering  and responding to Lessee's  request.  Except as otherwise
provided, any unused portion of said deposit shall be refunded to Lessee without
interest. Lessor's consent to any act, assignment of this Lease or subletting of
the Premises by Lessee shall not constitute an  acknowledgement  that no Default
or Breach by Lessee of this Lease  exists,  nor shall  such  consent be deemed a
waiver of any then  existing  Default  or  Breach,  except  as may be  otherwise
specifically stated In writing by Lessor at the time of such consent.

     (b) All  conditions  to  Lessor's  consent  authorized  by this  Lease  are
acknowledged  by Lessee as being  reasonable.  The failure to specify herein any
particular  condition to Lessor's  consent shall not preclude the  imposition by
Lessor at the time of consent of such  further or other  conditions  as are then
reasonable  with reference to the  particular  matter for which consent is being
given.

37. Guarantor.

     37.1 If there are to be any  Guarantors of this Lease per  Paragraph  1.11,
the form of the guaranty to be executed by each such  Guarantor  shall be in the
form most recently published by the American Industrial Real Estate Association,
and each said  Guarantor  shall have the same  obligations  as Lessee under this
Lease,  including  but not  limited to the  obligation  to provide  the  Tenancy
Statement and information called for by Paragraph 16.

     37.2 It shall  constitute  a Default of the Lessee  under this Lease if any
such Guarantor fails or refuses,  upon reasonable request by Lessor to give: (a)
evidence  of the  due  execution  of the  guaranty  called  for by  this  Lease,
including  the  authority  of  the  Guarantor  (and  of  the  party  signing  on
Guarantor's  behalf) to obligate such Guarantor on said guaranty,  and including
in the case of a corporate  Guarantor,  a certified  copy of a resolution of its
board of directors  authorizing  the making of such  guaranty,  together  with a
certificate  of incumbency  showing the  signature of the persons  authorized to
sign on its behalf,  (b) current  financial  statements of Guarantor as may from
time to time be requested  by Lessor,  (c) a Tenancy  Statement,  or (d) written
confirmation that the guaranty is still in effect.

38.  Quiet  Possession.  Upon payment by Lessee of the rent for the Premises and
the  observance  and  performance  of  all  of  the  covenants,  conditions  and
provisions  on Lessee's  part to be  observed  and  performed  under this Lease,
Lessee  shall have quiet  possession  of the Premises for the entire term hereof
subject to all of the provisions of this Lease.

39. Options.

     39.1  Definition.  As used in this  Paragraph 39 the word  "Option" has the
following  meaning:  (a) the right to extend  the term of this Lease or to renew
this Lease or to extend or renew any lease that Lessee has on other  property of
Lessor;  (b) the right of first  refusal to lease the  Premises  or the right of
first offer to lease the  Premises or the right of First  refusal to lease other
property  of Lessor  or the  right of first  offer to lease  other  property  of
Lessor; (c) the right to purchase the Premises, or the right of first refusal to
purchase the Premises,  or the right of first offer to purchase the Premises, or
the right to purchase other property of Lessor, or the right of first refusal to
purchase other property of Lessor, or the right of first offer to purchase other
property of Lessor.

     39.2 Options Personal To Original Lessee.  Each Option granted to Lessee in
this Lease is personal to the original Lessee named in Paragraph 1.1 hereof, and
cannot be  voluntarily or  involuntarily  assigned or exercised by any person or
entity other than said original Lessee while the original Lessee

                                                                 Initials ______

PAGE 9

<PAGE>


is in full and actual  possession  of the Premises and without the  intention of
thereafter assigning or subletting. The Options, H any, herein granted to Lessee
are  not  assignable,  either  as a part  of an  assignment  of  this  Lease  or
separately or apart therefrom, and no Option may be separated from this Lease in
any manner, by reservation or otherwise.

     39.3 Multiple Options. In the event that Lessee has any Multiple Options to
extend or renew this Lease, a later Option cannot be exercised  unless the prior
Options to extend or renew this Lease have been validly exercised.

39.4 Effect of Default on Options.

     (a) Lessee shall have no right to exercise an Option,  notwithstanding  any
provision  in the  grant of  Option  to the  contrary:  (i)  during  the  period
commencing  with the giving of any notice of Default  under  Paragraph  13.1 and
continuing until the noticed Default is cured, or (ii) during the period of time
any  monetary  obligation  due Lessor from Lessee is unpaid  (without  regard to
whether notice  thereof is given Lessee),  or (iii) during the time Lessee is in
Breach of this Lease, or (iv) in the event that Lessor has given to Lessee throe
(3) or more notices of Default under Paragraph 13.1, whether or not the Defaults
are cured,  during  the  twelve  (12) month  period  immediately  preceding  the
exercise of the Option.

     (b) The period of time within which an Option may be exercised shall not be
extended  or  enlarged  by reason of  Lessee's  inability  to exercise an Option
because of the provisions of Paragraph 39.4(a).

     (c) All rights of Lessee under the provisions of an Option shall  terminate
and be of no further  force or effect,  notwithstanding  Lessee's due and timely
exercise  of the Option,  if,  after such  exercise  and during the term of this
Lease,  (i) Lessee tails to pay to Lessor a monetary  obligation of Lessee for a
period of thirty  (30) days after  such  obligation  becomes  due  (without  any
necessity of Lessor to give notice  thereof to Lessee),  or (ii) Lessor gives to
Lessee  three (3) or more  notices of Default  under  Paragraph  13.1 during any
twelve (12) month  period,  whether or not the Defaults  are cured,  or (iii) if
Lessee commits a Breach of this Lease.

40.  Multiple  Buildings.  If the  Premises  are  part of a group  of  buildings
controlled by Lessor,  Lessee agrees that it will abide by, keep and observe all
reasonable rules and regulations which Lessor may make from time to time for the
management,  safety,  care,  and  cleanliness  of the  grounds,  the parking and
unloading of vehicles  and the  preservation  of good order,  as welt as for the
convenience  of other  occupants  or tenants of such other  buildings  and their
invitees, and that Lessee will pay its fair share of common expenses incurred in
connection therewith.

41. Security  Measures.  Lessee hereby  acknowledges  that the rental payable to
Lessor  hereunder  does not include the cost of guard service or other  security
measures,  and that Lessor shall have no obligation  whatsoever to provide same.
Lessee assumes all  responsibility  for the protection of the Premises,  Lessee,
its agents and invitees and their property from the acts of third parties.

42.  Reservations.  Lessor  reserves to itself the right,  from time to time, to
grant,  without the  consent or joinder of Lessee,  such  easements,  rights and
dedications that Lessor deems necessary,  and to cause the recordation of parcel
maps and restrictions,  so long as such easements, rights, dedications, maps and
restrictions  do not  unreasonably  interfere  with the use of the  Premises  by
Lessees.  Lessee agrees to sign any documents  reasonably requested by Lessor to
effectuate any such easement right, dedication. map or restrictions.

43.  Performance  Under Protest.  It at any time a dispute shall arise as to any
amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money is asserted shall
have the right to make payment  "under  protest"  and such payment  shall not be
regarded as a voluntary payment and there shall survive the right on the part of
said Party to  institute  suit for recovery of such sum. If it shall be adjudged
that there was no legal  obligation on the part of said Party to pay such sum or
any part  thereof,  said Party shall be entitled to recover  such sum or so much
thereof  as it was not  legally  required  to pay under the  provisions  of this
Lease.

44.  Authority.  If either Party hereto is a corporation,  trust,  or general or
limited  partnership,  each  individual  executing  this Lease on behalf of such
entity  represents and warrants mat he or she is duly  authorized to execute and
deliver  this  Lease  on its  behalf.  If  Lessee  is a  corporation,  trust  or
partnership,  Lessee  shall,  within  thirty (30) days after  request by Lessor,
deliver to Lessor evidence satisfactory to Lessor of such authority.

45. Conflict.  Any conflict between the printed provisions of this Lease and the
typewritten or handwritten  provisions shall be controlled by the typewritten or
handwritten provisions.

46. Offer.  Preparation of this Lease by Lessor or Lessor's agent and submission
of same to Lessee shall not be deemed an offer to lease to Lessee. This Lease is
not intended to be binding until executed by all Parties hereto.

47.  Amendments.  This  Lease may be  modified  only in  writing,  signed by the
parties in interest  at the time of the  modification.  The parties  shall amend
this  Lease from time to time to reflect  any  adjustments  that are made to the
Base  Rent or  other  rent  payable  under  this  Lease.  As long as they do not
materially  change Lessee's  obligations  hereunder,  Lessee agrees to make such
reasonable  non-monetary  modifications  to  this  Lease  as may  be  reasonably
required  by an  institutional,  insurance  company,  or pension  plan Lender in
connection with the obtaining of normal financing or refinancing of the property
of which the Premises are a part.

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

Notices to Lessee will include:

Mr. Saul Feiger, Attorney at Law
152-18 Union Turnpike
Kew Garden Hills, New York 11367
Phone: (718) 380-2460    FAX: (718) 380-3092

LESSOR AND LESSEE HAVE  CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION  CONTAINED  HEREIN.  AND BY THE  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 HIS  APPROVAL.  FURTHER,  EXPERTS  SHOULD BE CONSULTED TO
     EVALUATE  THE  CONDITION  OF THE  PROPERTY AS TO THE  POSSIBLE  PRESENCE OF
     ASBESTOS  STORAGE  TANKS OR  HAZARDOUS  SUBSTANCES.  NO  REPRESENTATION  OR
     RECOMMENDATION IS MADE BY THE AMERICAN  INDUSTRIAL REAL ESTATE  ASSOCIATION
     OR BY THE REAL ESTATE  BROKER(S)  OR THEIR  AGENTS OR  EMPLOYEES  AS TO THE
     LEGAL  SUFFICIENCY,  LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE
     TRANSACTION  TO WHICH IT RELATES;  THE  PARTIES  SHALL RELY SOLELY UPON THE
     ADVICE OF THEIR OWN  COUNSEL AS TO THE LEGAL AND TAX  CONSEQUENCES  OF THIS
     LEASE. IF THE SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA,
     AN  ATTORNEY  FROM THE  STATE  WHERE  THE  PROPERTY  IS  LOCATED  SHOULD BE
     CONSULTED.

     The  parties  hereto  have  executed  this Lessee at the place on the dates
specified above to their respective signatures.

Executed at                              Executed at
on  October 17, 1996                     on  October 17, 1996


by LESSOR:                               by LESSEE:

The Guardian                             Paramark Enterprises Inc.
                                         f/k/a T.J. Cinnamons Inc.

By  /s/                                  By  /s/
Name Printed:  Mr. Michael Noulas        Name Printed:  Mr. Alan Gottlich
Title: 2nd Vice President                Title:  CFO

By                                       By
Name Printed:                            Name Printed:
Title:                                   Title:

Address: 201 Park Avenue South           Address:  135 Seaview Drive
         New York, NY 10003                   Seacaucus, New Jersey  07094-3618

Tel. No. (212) 598-82l9                   Tel. No. (201) 422-0910 
Fax No. (212) 677-1008                    Fax No. (201) 422-0858


GROSS

PAGE 10

NOTICE: These forms are often modified to meet changing  requirements of law and
     Industry  needs.  Always write or call to make sure you are  utilizing  the
     most current form: American  Industrial Real Estate Association,  700 South
     Flower Street,  Suite 600, Los Angeles,  CA 90017. (213) 687-8777.  Fax No.
     (213) 687-8616.



<PAGE>


            Addendum to Standard Industrial/Commercial Single-Tenant
                       Lease-Gross dated September 5, 1996
                                 by and between
             The Guardian Life Insurance Company of America (Lessor)
                                       and
                       Paramark Enterprises Inc. (Lessee)

49. Lessee's Right to Terminate Lease:

     Notwithstanding any provisions in this Lease to the contrary,  Lessee shall
have the right to terminate the Lease after  December  31,1996  provided  Lessee
gives  Lessor  sixty  (60) day prior  written  notice of  Lessee's  election  to
terminate the Lease.  Lessee will be required to vacate no later than sixty (60)
days from the date notice is given.

50. Equipment Maintenance:

     Lessee  understands  and agrees that Lessee is leasing  the  Premises  from
Lessor on an "as is" basis. Lessee is responsible for the maintenance and repair
of all the  equipment  serving to the  Premises as defined in Paragraph 7 of the
Lease.  However,  Lessor and Lessee agree to modify Lessee's  responsibility  to
maintain or repair the equipment and/or improvements  specified below (a-g). All
of the equipment  referenced  herein (a-g) is Lessor's property and is to remain
in place throughout the term of the Lease and shall remain as Lessor's  property
upon the expiration of the Lease and/or surrender of the Premises.

     a)   Two (2)  walk-in  chillers,  20' x 50',  and 12'x 20'  located  on the
          northwest  side of building.  Neither  Lessee or Lessor is responsible
          for maintenance or repair of this item.

     b)   Three (3) walk-in Chillers,  each  approximately 14' x 40', located on
          the west side of building. Neither Lessee or Lessor is responsible for
          maintenance or repair of this item.

     c)   Two (2) hot water  heaters.  Lessor will  provide  Lessee with one (1)
          operable water heater. Lessee will maintain the operable water heater.

     d)   One (1) built-in Hotsy Cleaning  system with three (3) stations.  This
          unit is not  operational,  neither Lessee or Lessor is responsible for
          maintenance or repair of this item.

     e)   Two (2) air conditioners located on roof.

          The  units  serving  the  office  area  are  operational.   Lessee  is
          responsible for maintenance and repair of the units.

     f)   Conveyor,   22",  located  in  the  warehouse  area  conveyor  is  not
          operational.  Neither Lessee or Lessor is responsible  for maintenance
          or repair of this item.

     g)   Stainless  steel sinks (3), are  operational and Lessee is responsible
          for maintenance and repair.

51. First Right to Negotiate:

     Lessee has been advised and Understands  that Quality Care  Pharmaceuticals
Inc.  (Q.C.P.)  has an option to Lease 3030 W.  Warner  Avenue,  Santa Ana,  CA.
Quality  Care  Pharmaceuticals  Inc. is  required to exercise  said option on or
before August 31,1997.  In the event Q.C.P. does exercise their option to lease,
Q.C.P.  will enter a new Lease with The  Guardian  with a  commencement  date of
March 1, 1998.  In the event  Q.C.P.  does not  exercise  their option to lease,
Lessee (T.J.  Cinnamons  Inc.) will have the First Right to  Negotiate  from the
period  September  1,1997 through  October 31, 1997. The base lease rate will be
not less than  $9,497.00 per month with an annual  increase of four percent (4%)
for a term of not less than four (4) years.

     In the event Lessor and Lessee cannot  mutually agree on specific terms and
execute a Lease  Agreement  on or before  October  31,1997,  the First  Right to
Negotiate  will terminate and be of no force or effect with Lessor being free to
Lease the property to another party.

52. Modification to Paragraph 7 and 50 of the Lessee:

     Lessee's  maintenance and repair obligations,  as set forth in paragraph 7,
will be modified  as  follows:  Lessee  will not be  obligated  to make  capital
replacements of equipment serving the facility but will be obligated to maintain
said equipment. In addition,  Lessee's maintenance and repair obligation will be
capped at $1,500.00 per "breakdown" except if caused by Lessee's negligence.



                                                                  Initials _____



<PAGE>



                                LEE & ASSOCIATES
                                     [logo]
                        COMMERCIAL REAL ESTATE SERVICES


                            UNIFORM DISCLAIMER FORM
                                   LEASE FORM

1.   LEGAL EFFECT.  Landlord and Tenant  acknowledge  that the Proposal to Lease
     contained  herein  is not a  lease,  and  that  It is  Intended  solely  to
     establish  deal points which will be used as the basis for the  preparation
     of a lease by  Landlord.  The lease  shall be  subject  to  Landlord's  and
     Tenant's  approval,  and only a fully  executed and  delivered  lease shall
     constitute  a legally  binding  lease  for the  Premises.  Broker  makes no
     warranty or  representation  to Landlord or Tenant that  acceptance of this
     Proposal to Lease will guaranty the execution of a lease for the Premises.

     Landlord and Tenant  acknowledge  that Broker is not  qualified to practice
     law,  nor  authorized  to give legal  advice or counsel you as to any legal
     matters affecting this document.  Broker hereby advises Landlord and Tenant
     to consult with their respective attorneys in connection with any questions
     each may have as to legal ramifications or effects of this document,  prior
     to its execution.

2.   FORM OF LEASE.  This  proposed  document Is a standard form  document,  and
     Broker makes no  representations or warranties with respect to the adequacy
     of this  document for either  Landlord's or Seller's  particular  purposes.
     Broker has, at the  direction  of Landlord  and/or  Tenant,  'filled in the
     blanks" from information provided to Broker based on prior  correspondence,
     discussions  of the parties  with  respect to the  Proposal  to Lease,  and
     subsequent  counteroffers  between the parties  hereto.  By initialing this
     paragraph,  Landlord and Tenant acknowledge and agree that this document is
     delivered to each subject to the express  condition  that Broker has merely
     followed the  instructions  of the parties In preparing this document,  and
     does not assume any responsibility for its accuracy,  completeness or form.
     Landlord and Tenant  acknowledge and agree that In providing this document,
     Broker has acted to expedite  this  transaction  on behalf of Landlord  and
     Tenant, and has functioned within the scope of professional ethics by doing
     so.

     Landlord's Initials: ________________    Tenant's Initials: _______________

3.   NO  INDEPENDENT   INVESTIGATION.   Landlord  and  Tenant   acknowledge  and
     understand that any financial statements,  information, reports, or written
     materials of any nature  whatsoever,  as provided by the parties to Broker,
     and thereafter submitted by Broker to either Landlord and/or Tenant, are so
     provided  without  any  independent  investigation  by Broker,  and as such
     Broker assumes no  responsibility or liability for the accuracy or validity
     of the same. Any  verification  of such  submitted  documents is solely and
     completely the responsibility of the party to whom such documents have been
     submitted.

4.   NO WARRANTY.  Landlord and Tenant acknowledge and agree that no warranties,
     recommendations,  or  representations  are  made  by the  broker  as to the
     accuracy,  the legal sufficiency,  the legal effect of the tax consequences
     of any of the  documents  submitted  by Broker to  Landlord  and/or  Tenant
     referenced  in  Paragraph  3 above,  nor of the  legal  sufficiency,  legal
     effect,  or tax  consequences  of the  transactions  contemplated  thereby.
     Furthermore, Landlord and Tenant acknowledge and agree that Broker has made
     no representations concerning the ability of the Tenant to use the Premises
     as intended,  nor of the  sufficiency or adequacy of the Premises for their
     Intended use, and Tenant is relying solely on Its own  investigation of the
     Premises in accepting this Proposal to Lease.

5.   NOTICE  REGARDING  HAZARDOUS  WASTES OR SUBSTANCES AND UNDERGROUND  STORAGE
     TANKS.  Although  Broker will disclose any knowledge it actually  possesses
     with  respect to the  existence of any  hazardous  wastes,  substances,  or
     underground  storage  tanks  at the  Premises,  Broker  has  not  made  any
     independent investigations or obtained reports with respect thereto, except
     as may be described in a separate  written  document signed by Broker.  All
     parties   hereto   acknowledge   and   understand   that  Broker  makes  no
     representations  regarding  the  existence  or  nonexistence  of  hazardous
     wastes,  substances,  or  underground  storage tanks at the Premises.  Each
     party should contact a professional,  such as a civil engineer,  geologist,
     Industrial  hygienist or other persons with  experience in these matters to
     advise you concerning the property.

6.   DISCLOSURE  RESPECTING  AMERICANS WITH  DISABILITIES  ACT. The United State
     Congress has recently  enacted the Americans With  Disabilities  Act. Among
     other  things,  this act is intended to make many  business  establishments
     equally accessible to persons with a variety of disabilities; modifications
     to real  property  may be  required.  State and local laws also may mandate
     changes.  Broker Is not qualified to advise you as to what, if any, changes
     may be required now or in the future.  Broker  recommends  that you consult
     the  attorneys  and  qualified  design  professionals  of your  choice  for
     information regarding these matters.

7.   ATTORNEYS'  FEES. In any action,  proceeding or arbitration  arising out of
     this  Agreement,  the  prevailing  party shall be  entitled  to  reasonable
     attorneys' fees and costs.

8.   ENTIRE  AGREEMENT.  This document  constitutes the entire agreement between
     parties with respect to the subject matter  contained herein and supersedes
     all prior or contemporaneous agreements, representations,  negotiations and
     understandings of the parties,  other than such writings as may be executed
     and/or  delivered  by the  parties  pursuant  hereto.  There  are  no  oral
     agreements  or  implied  covenants  by the  Seller  or  Buyer,  or by their
     respective employees, or other representatives.

     Date:  October 17, 1996                  Date: October 4, 1996

     Landlord: /s/                            Tenant: Paramark Enterprises, Inc.
               The Guardian Life Insurance            a/k/a  T.J. Cinnamons Inc.
               Company of America