FIRST RIDER TO LEASE

THIS IS A FIRST  RIDER TO A LEASE  (the  "Lease")  entered  into  simultaneously
herewith between HELF  INVESTMENTS,  a California  partnership  ("Landlord") and
PARAMARK ENTERPRISES, INC., a Delaware corporation.

This Rider amends and supplements the Lease, more particularly as follows:

     1.  COMMENCEMENT  DATE AND  POSSESSION  DATE.  Section  2.3 of the Lease is
modified to provide  that the  Commencement  Date shall be May 1, 1998  (meaning
that  this  shall be the date on which  Tenant's  obligation  to pay rent  shall
commence) but the Tenant shall be given  possession of the Premises on or before
April 1, 1998. If Tenant is given possession of the Premises after April 1, 1998
then the Commencement Date and the Initial Expiration Date shall be postponed by
the number of days that Tenant's  possession of the Premises was delayed  beyond
April 1, 1998.

     2. INITIAL  EXPIRATION DATE. The Initial  Expiration Date will be April 30,
2001.

     3. COMPLIANCE  WITH LAWS.  Section 10.2 of the Lease is modified to provide
that if the "Compliance with Laws" as described therein requires structural work
to the shell of the Premises,  then such compliance  shall be at Landlord's sole
cost and expense.

     4. TENANT'S  MAINTENANCE  DUTIES.  Section 13.1 is modified to provide that
Tenant  shall not be  responsible  for the  maintenance  of the  exterior of the
Premises,  other than  maintenance  which is required  due to  Tenant's  (or its
employees or invitee's ) negligence or misconduct.

     5.  HAZARDOUS  SUBSTANCES.  Section 33 is modified to provide that Landlord
indemnifies  Tenant  against  all  Environmental  Claims  arising out of matters
occurring prior to Tenant's taking possession of the Premises.

     6. EARLY  TERMINATION.  Tenant shall have a one time right to terminate the
Lease,   effective  March  31,  1999  (the  "Early  Termination").   Such  Early
Termination  right may only be exercised by Tenant  providing  Landlord  with no
less than sixty (60) days prior  irrevocable  written notice,  which notice will
only be valid if  accompanied  by a  cashier's  check  drawn on a local bank (or
other immediately  available funds) in an amount equal to six (6) months of Base
Monthly  Rent (the  "Termination  Fee"),  which  Termination  Fee will be deemed
earned upon  receipt by Landlord and  non-refundable.  If Tenant does not timely
and  properly  exercise  its  right to Early  Termination  as  provided  in this
Paragraph, then such right will lapse and thereafter not be


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capable of being  exercised--time  expressly  being of the  essence  hereof.  If
Tenant  timely and properly  exercises its right to Early  Termination  then the
Early Termination Date shall be deemed to be the Expiration Date pursuant to the
Lease.

     7. CAPITALIZED  TERMS.  All capitalized  terms used but not defined in this
Rider shall have the same meaning as ascribed to them in the Lease.

     8. CONFLICT.  In the event of any conflict  between the terms of this Rider
and the terms of the Lease then this Rider shall be controlling.

IN WITNESS WHEREOF,  Landlord and Tenant have executed this First Rider to Lease
effective as of the date of the execution of the Lease.


                           PARAMARK ENTERPRISES, INC.

                           By: /s/ Alan S. Gottlich
                           Alan S. Gottlich
                           President


                           HELF INVESTMENTS

                           By:


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                                     LEASE
     This Lease is  executed on February _, 1998  between  HELF  INVESTMENTS,  A
CALIFORNIA  PARTNERSHIP  ("Landlord"),  having an  address  for  notices at 7917
Ivanhoe  Ave.,  Suite  200,  La Jolla,  CA 92937  and  PARAMARK  ENTERPRISES,  A
CORPORATION ("Tenant"), who agree as follows:

     1. Agreement to Let.  Landlord  hereby leases to Tenant,  and Tenant hereby
leases  from  Landlord,  upon  all  of the  terms,  provisions,  and  conditions
contained in this Agreement, those certain premises described in Paragraph 2.18,
below (the  "Premises"),  along with the  non-exclusive  right to use, in common
with Landlord,  Landlord's invitees and licensees,  and the other users of space
within the Project (as defined  below),  those portions of the Project  intended
for use by the tenants of the Project in common including,  without  limitation,
the landscaped  areas,  passageways,  walkways,  hallways,  parking  areas,  and
driveways of the Project  (collectively,  the "Common Area"). This Lease confers
no rights,  however, to the interior of any space other than the Premises, or to
the roof,  exterior  walls,  or utility  raceways  of the  building in which the
Premises are located,  nor rights to any other building (if any) in the Project,
nor with regard to either the  subsurface  of the land below the ground level of
the Project or with regard to the air space above the ceiling of the Premises.

     2. Definitions. For purposes of this Lease, the following definitions shall
apply:
          2.1.   "Alterations"   will  mean  and   refer  to  any   alterations,
improvements,  additions,  installations,  or changes of any nature in or to the
Premises.

          2.2.  "Base  Monthly Rent" will mean and refer to $7,967.22 per month,
as adjusted pursuant to the provisions of this Lease.

          2.3. "Commencement Date" will mean and refer to MARCH 1, 1998.

          2.4.  "Default  Rate"  will mean and  refer to the  lesser of TEN (10)
percent per annum or the maximum rate permitted by applicable law.

          2.5.  "Expiration Date" will mean and refer to the Initial  Expiration
Date (as defined below),  unless this Lease is extended  pursuant to Paragraph 4
of this Lease  entitled  "Extension  Term," in which event the term  "Expiration
Date" will mean and refer to the Extension  Expiration  Date (as defined  below)
for the  final  Extension  Term (as  defined  below)  relative  to which  Tenant
exercises its option  pursuant to Paragraph 4, below,  or such earlier date upon
which this Lease is terminated by Landlord pursuant hereto.

          2.6. "Extension  Expiration Date" will mean and refer to the final day
of any Extension Term.

          2.7. "Extension Term" will mean and refer to any period of time during
which the Term is  extended  beyond the  Initial  Expiration  Date  pursuant  to
Paragraph 4, below, entitled "Extension Term".

          2.8. "Good  Condition" will mean and refer to  first-class,  neat, and
clean, and in good, fully operational order.

          2.9.  "Index" will mean and refer to the Consumer  Price Index for All
Urban  Consumers  (base  year  1982-84=100)  for Los  Angeles-Anaheim-Riverside,
California,  published by the United States Department of Labor, Bureau of Labor
Statistics.  If the Index is  changed so that the base year is not  1982-84  and
statistics  using the base year of  1982-84  are no longer  published,  then the
Index shall be converted in accordance with the conversion  factor  published by
the United States Department of Labor, Bureau of Labor Statistics.  If the Index
is  discontinued  or revised  during the Term,  such other  government  index or
computation with which it is replaced (or if there is no replacement,  then such
index or computation as Landlord  reasonably  selects) shall be used in order to
obtain  substantially  the same result as would be obtained if the Index had not
been discontinued or revised.

          2.10.  "Initial  Expiration  Date"  will  mean and  refer to  FEBRUARY
28,2001.

          2.11.  "Initial  Payment" will mean and refer to the sum of $21,324.03
which shall be payable by Tenant to Landlord in payment of  $7,967.22  1st MONTH
BASE RENT, $1,405.98 1st MONTH CAM CHARGE, and $11,950.83 SECURITY DEPOSIT.

          2.12.  "Land"  will mean and refer to the land  described  on attached
Exhibit "A" entitled "Description of Land".

          2.13.  "Landlord's  Representatives" will mean and refer to any agent,
employee, officer, or independent contractor of or retained by Landlord.

          2.14.  "Lease  Expenses"  will  mean and  refer to the sum of (i) Real
Property Taxes (as defined below), (ii) Landlord's direct cost of furnishing any
utilities  and  services to the Real  Property,  (iii)  Insurance  Expenses  (as
defined in Paragraph 28 of this Lease entitled "Landlord's Insurance"), and (iv)
all costs and  expenses,  of any kind or nature,  which are paid or  incurred by
Landlord,  or on  Landlord's  behalf,  with respect to the  management,  repair,
maintenance,  restoration,  replacement,  and/or operation of the Real Property,
including, without limitation, costs and expenses which belong within any one or
more of the  categories set forth on attached  Exhibit "D" entitled  "Expenses".
(But not including "overhead", legal or accounting expenses).
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          2.15.  "Lender"  will  mean and refer to the  beneficiary,  mortgagee,
secured party, or other holder of any Mortgage (as defined below).

          2.16. "Mortgage" will mean and refer to any deed of trust, mortgage or
other written  security  instrument or agreement  executed by a fee owner of the
Real Property  affecting the Real Property,  that  constitutes  security for the
payment of a debt or performance of an obligation.

          2.17.  "Permitted  Use" will mean and refer to the  manufacturing  and
distribution of baked goods and related products.

          2.18.  "Premises"  will  mean and  refer to that  portion  of the real
property  located in the  Project,  substantially  as shown as the  Premises  on
attached Exhibit "B" entitled  "Description of Premises",  and commonly referred
to as 1919 FRIENDSHIP DRIVE, SUITE B., EL CAJON, CALIFORNIA 92020.

          2.19.  "Real  Property"  will  mean  and  refer to the  Premises,  the
Project,  the Land, and any other  improvements  that are part of the Project or
the Land.

          2.20.  "Real Property  Taxes" will mean and refer to all real property
or real estate taxes,  and general and special  assessments,  levied or assessed
against  the  Real  Property  (or  any  portion  thereof),   including,  without
limitation, any tax, fee or excise on (i) the square footage of the Premises, or
(ii) the occupancy of Tenant,  or any other similar tax, fee or excise,  however
described,  including, without limitation, a value added tax, levied or assessed
against the Real Property (or any portion  thereof),  by the United States,  the
State in which the Premises  are located or any  political  subdivision  of such
state, including,  without limitation, any county, city, city and county, public
corporation, district, or any other political entity or public corporation, as a
direct  substitution  in whole  or in part  for,  or in  addition  to,  any real
property  or real  estate  taxes or  general  or  special  assessments,  whether
foreseen  or  unforeseen.  Notwithstanding  anything  to  the  contrary  in  the
preceding sentence, "Real Property Taxes" shall not mean any municipal,  county,
state, or federal income, franchise, estate, succession, inheritance or transfer
taxes of Landlord.  If the Real Property is assessed in  combination  with other
property  owned by  Landlord,  then  Landlord  shall,  in a  reasonable  manner,
allocate  the Real  Property  Taxes  between  the Real  Property  and such other
property  included in the tax bill. If any Real  Property  Taxes are assessed or
collected on the basis of a fiscal period,  a portion of which occurs during the
Term and the remainder of which occurs  before or after the Term,  then the Real
Property Taxes payable for such fiscal period shall be apportioned  between such
periods  based upon the number of days  during  such  fiscal  period  that occur
during the Term and the number of days that occur before or after the Term.

          2.21.  "Rental"  will mean and refer to and  include  any and all Base
Monthly Rent,  additional rent,  prepaid rent,  security deposit,  Real Property
Taxes,  Personal  Property  Taxes (as defined  below),  Insurance  Expenses  (as
defined  below),  late charges,  default  interest,  reimbursements,  utilities,
Tenant's Monthly Payment (as defined below), and other sums payable by Tenant to
Landlord under this Lease.

          2.22. "Security Deposit Sum" will mean and refer to $11,950.83.

          2.23. "Tenant's Invitees" will mean and refer to any agent,  employee,
officer,  independent contractor,  licensee, invitee, visitor, or customer of or
retained by Tenant.

          2.24.  "Tenant's  Personal  Property"  will  mean and  refer to all of
Tenant's personal property installed or located in or on the Premises including,
without limitation, trade fixtures, furnishings, equipment, and inventory.

          2.25. "Tenant's Pro Rata Share" will mean and refer to 25 percent.

     3. Term. The term of this Lease ("Term") shall commence on the Commencement
Date and shall expire on the Expiration Date.

     4.  Extension  Term.  Tenant is hereby granted the right to extend the Term
for up to one  period of 24 months  each (each an  Extension  Term  pursuant  to
Paragraph 2.7,  above, on all of the terms,  provisions,  and conditions of this
Lease,  provided  that (i) Tenant must notify  Landlord in writing  (the "Tenant
Election  Notice"),  at least six months prior to the Initial Expiration Date or
the then applicable  Extension  Expiration  Date  (whichever is applicable),  of
Tenant's election to extend,  and (ii) at the time Landlord receives such Tenant
Election  Notice,  and upon the day immediately  preceding the first day of such
Extension  Term,  Tenant shall not be in default  under this Lease nor shall any
event have occurred which by the giving of notice or the lapse of time, or both,
would  constitute a default under this Lease (unless  Landlord elects in writing
to waive such default, which waiver shall be in Landlord's sole discretion).  If
the Term is so extended,  then on the first day of each such Extension Term, and
for the period until the next increase in the Base Monthly Rent pursuant to this
Lease,  the Base  Monthly  Rent  shall be  increased  to an amount  equal to the
greater of (a) the initial Base Monthly  Rent under this Lease  multiplied  by a
fraction whose numerator is the latest Index available as of the day immediately
preceding  such  Extension  Term  and  whose  denominator  is the  latest  Index
available as of the  Commencement  Date,  (b) the Base Monthly Rent increased in
accordance  with  Paragraph 8 of this Lease  entitled  "Rent" as if such Initial
Expiration Date or Extension  Expiration Date is an Adjustment  Date, or (c) the
then-current  fair market rent for the Premises,  based upon the prevailing fair
market rent for shopping  Projects  similar in type and size to the Project (the
"Fair Market Rent"),  as determined by agreement between Landlord and Tenant, or
if  Landlord  and Tenant are unable to agree on the Fair  Market  Rent within 30
days  after  Landlord's  receipt of the Tenant  Election  Notice,  then the Fair
Market Rent shall be  determined  in  accordance  with the  following  appraisal
procedure:  Within 40 days  after  Landlord's  receipt  of the  Tenant  Election
Notice,  Landlord and Tenant shall each appoint a qualified  M.A.I.  real estate
appraiser with at least five years full-time  commercial  real estate  appraisal
experience in the area in which the Premises are located.  If either Landlord or
Tenant does not appoint  such an  appraiser  within such  period,  then the sole
appraiser  appointed  shall  determine the Fair Market Rent. Such two appraisers
appointed  shall meet promptly and attempt to determine the Fair Market Rent. If
such two  appraisers  are unable to agree on the Fair Market Rent within 30 days
after the second such  appraiser was appointed,  then such two appraisers  shall
appoint a third  appraiser  within ten days after the  expiration of such 30-day
period.  If the two appraisers are unable to agree within such ten-day period on
the  appointment of a third  appraiser,  then such two appraisers  shall request
that such third appraiser be appointed by the American Arbitration  Association,
or its  successor,  or if such  association  is not then in existence and has no
successor,  then by a similar entity selected by Landlord.  Such third appraiser
must meet the  qualifications  set forth above for the first two  appraisers and
shall be a  person  who has not  previously  acted in any  capacity  for  either
Landlord or Tenant. Within 30 days after the

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     9. Condition During Periods of Non-Use.  During any period of time in which
Tenant is not continuously  using and occupying the Premises,  Tenant shall take
such  measures  as may be  necessary  or  desirable,  in  Landlord's  reasonable
opinion, to secure the Premises from break-ins and use by unauthorized  persons,
to minimize the  appearance of non-use,  and to otherwise  maintain the interior
and exterior portions of Tenant's Premises,  including all windows and doors, in
first class  condition and consistent with the manner in which the Premises were
to be maintained during Tenant's occupancy.

     10. Use of Premises and Common Area.

          10.1.  Permitted Use of Premises.  Tenant may use the Premises for the
Permitted Use and for no other use without Landlord's consent. Any change in the
Permitted Use shall require Landlord's prior written consent, which consent will
not unreasonably be withheld.

          10.2.  Compliance  With  Laws.  Tenant  shall  comply  with  all  laws
concerning the Premises and/or Tenant's use of the Premises,  including, without
limitation,  the  obligation,  at Tenant's  sole cost, to alter,  maintain,  and
restore the Premises in compliance  with all applicable  laws, even if such laws
are enacted after the date of this Lease,  even if  compliance  entails costs to
Tenant of a  substantial  nature.  Such  obligation  to comply  with laws  shall
include  without  limitation  compliance  with Title III of the  Americans  With
Disabilities Act of 1990 (42 U.S.C.  12181 et seq.) (the "ADA"). If Tenant's use
of the Premises  results in the need for  modifications  or  alterations  to any
portion of the Common Area or the Project in order to comply with the ADA,  then
Tenant shall  additionally be responsible for the cost of such modifications and
alterations.  Any work performed by Tenant  pursuant to this Paragraph 10.2 will
be subject to the provisions of Paragraph 37, below, entitled "Alterations".

          10.3. Use of Common Area. Tenant's use of the Common Area shall at all
times comply with the provisions of all rules and regulations regarding such use
as Landlord  may from time to time adopt  including  those set forth on attached
Exhibit "E" entitled "Rules".  In no event shall the rights granted to Tenant to
use the Common Area  include the right to store any property in the Common Area,
whether temporarily or permanently.  Any property stored (whether temporarily or
permanently)  in the Common Area may be removed by Landlord and disposed of, and
the cost of such  removal and  disposal  shall be payable by Tenant upon demand.
Additionally,  in no event  shall  Tenant use any portion of the Common Area for
loading, unloading, or parking, except in those areas specifically designated by
Landlord  for such  purposes,  nor for any sidewalk  sale or similar  commercial
purpose.

          10.4.  General  Covenants and Limitations on Use. Tenant shall not do,
bring,  or keep anything in or about the Premises that will cause a cancellation
of any insurance covering the Premises.  If the rate of any insurance carried by
Landlord is increased as a result of Tenant's use, Tenant shall pay to Landlord,
within ten days after Landlord delivers to Tenant a notice of such increase, the
amount of such  increase.  Furthermore,  Tenant  covenants  and  agrees  that no
noxious or offensive  activity  shall be carried on, in or upon the Premises nor
shall  anything be done or kept in the Premises  which may be or become a public
nuisance or which may cause embarrassment,  disturbance,  or annoyance to others
in the  Project,  or on  adjacent  or  nearby  property.  To  that  end,  Tenant
additionally  covenants  and  agrees  that no light  shall be  emitted  from the
Premises which is unreasonably  bright or causes  unreasonable  glare; no sounds
shall be emitted from the Premises which are unreasonably loud or annoying;  and
no odor  shall be  emitted  from the  Premises  which is or might be  noxious or
offensive to others in the Project or on adjacent or near-by  property.  Without
limiting the generality of the foregoing, all unsightly equipment,  objects, and
conditions shall be kept enclosed within the Premises and screened from view; no
refuse, scraps, debris,  garbage, trash, bulk materials, or waste shall be kept,
stored,  or allowed to accumulate  except as may be properly enclosed within the
Premises;  the Premises shall not be used for sleeping or washing  clothes,  nor
for the preparation, manufacture, or mixing of anything that might emit any odor

or  objectionable  noises  or  lights  onto the  Project  or  nearby  properties
(however, baking odors will not be deemed objectionable);  and all pipes, wires,
poles,  antennas,  and other  facilities  for utilities or the  transmission  or
reception  of audio or  visual  signals  shall be kept and  maintained  enclosed
within the Premises.  Tenant shall be solely  responsible for the timely removal
of all refuse, scraps, debris, garbage, trash, bulk materials, or waste from the
Premises and the deposit  thereof in the trash  containers or dumpsters  located
adjacent to the  Premises.  Further,  Tenant shall not keep or permit to be kept
any bicycle,  motorcycle, or other vehicle, nor any animal (excluding seeing-eye
dogs),  bird,  reptile,  or other exotic  creature in the Premises unless Tenant
operates a bona fide pet  store,  pet  grooming  facility,  or other  veterinary
medicine  clinic,  hospital,  and/or  related  animal care facility under direct
operation and  supervision  of a State Licensed  Veterinarian,  and such use has
been specifically approved in writing by Landlord, which consent may be withheld
in Landlord's  sole  discretion.  Neither Tenant nor Tenant's  Invitees shall do
anything  that will cause damage or waste to the Project.  Neither the floor nor
any other portion of the Premises shall be overloaded. No machinery,  apparatus,
or other  appliance shall be used or operated in or on the Premises that will in
any manner  injure,  vibrate,  or shake all or any part of the  Project.  In the
event of any  breach  of this  Paragraph  10 by  Tenant  or  Tenant's  Invitees,
Landlord, at its election, may pay the cost of correcting such breach and Tenant
shall immediately,  upon demand, reimburse Landlord for the cost thereof, plus a
supervisory fee in the amount of 15 percent of such cost.

     11. Lease Expenses.  Landlord intends to deliver to Tenant, on or about the
Commencement Date and prior to the commencement of each calendar year during the
Term, a written  statement  ("Estimated  Statement")  setting  forth  Landlord's
estimate of the Lease  Expenses  allocable to the calendar year during which the
Commencement Date occurs or such ensuing calendar year, whichever is applicable,
and  "Tenant's  Pro Rata  Share" of such Lease  Expenses.  Landlord  may, at its
option,  during  any  calendar  year,  deliver  to  Tenant a  revised  Estimated
Statement,  revising  Landlord's  estimate of the Lease Expenses,  in accordance
with  Landlord's  most current  estimate.  Tenant shall pay to Landlord,  on the
Commencement  Date and on the  first  day of each  month  during  the  Term,  as
Additional  Rent, an amount  ("Tenant's  Monthly  Payment") equal to one-twelfth
(or, during the first calendar year following the Commencement Date, a fraction,
the  numerator  of which is one and the  denominator  of which is the  number of
calendar  months during such calendar year following the  Commencement  Date) of
Tenant's Pro Rata Share of the Lease  Expenses,  as estimated by Landlord in the
most recently delivered Estimated Statement.  Within approximately 90 days after
the end of each  calendar year during the Term,  Landlord  intends to deliver to
Tenant a written statement ("Actual  Statement")  setting forth the actual Lease
Expenses  allocable  to the  preceding  calendar  year and  back-up  invoices if
requested  by Tenant.  Tenant's  failure  to object to  Landlord  regarding  the
contents of an Actual  Statement,  in writing,  within 30 days after delivery to
Tenant of such Actual  Statement,  shall constitute  Tenant's absolute and final
acceptance and approval of the Actual Statement.  If the sum of Tenant's Monthly
Payments  actually paid by Tenant during any calendar year exceeds  Tenant's Pro
Rata Share of the actual Lease Expenses  allocable to such calendar  year,  then
such excess will be credited  against future Tenant's Monthly  Payments,  unless
such calendar year was the calendar year during which the Expiration Date occurs
(the "Last Calendar Year"), in which event either (i) such excess shall be

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credited  against any monetary  default of Tenant  under this Lease,  or (ii) if
Tenant is not in default  under this Lease,  then  Landlord  shall pay to Tenant
such excess.  If the sum of Tenant's  Monthly  Payments  actually paid by Tenant
during  any  calendar  year is less than  Tenant's  Pro Rata Share of the actual
Lease  Expenses  allocable to such calendar year,  then Tenant shall,  within 30
days of delivery  of the Actual  Statement,  pay to Landlord  the amount of such
deficiency.  Landlord's  delay in delivering  any Estimated  Statement or Actual
Statement will not release Tenant of its obligation to pay any Tenant's  Monthly
Payment or any such excess upon receipt of the Estimated Statement or the Actual
Statement,  as the case may be. For purposes of this Lease,  the term  "Tenant's
Pro Rata Share" will mean and refer to the portion of the Lease Expenses payable
by  Tenant.  Tenant's  Pro Rata Share will be  originally  calculated  as of the
Commencement Date and will be re-calculated as of each January 1 during the Term
as the fractional portion of the total Lease Expenses  determined by multiplying
such Lease Expenses by a fraction, the numerator of which is the rentable square
footage of the Premises,  and the  denominator  of which is the total  aggregate
rentable square footage of the Project. In the event the rentable square footage
in the  Project  changes  from time to time due to the  addition  or  removal of
buildings,  such change will not result in a recalculation  of Tenant's Pro Rata
Share until the January 1 next following such occurrence,  as if such change had
not taken place until such following January 1. The references in this paragraph
to the actual Lease Expenses  allocable to a calendar year, shall include (i) if
such  calendar  year is the  calendar  year during which the  Commencement  Date
occurs, the actual Lease Expenses allocable to the portion of such calendar year
following  the  Commencement  Date,  and (ii) if such  calendar year is the Last
Calendar Year,  the actual Lease  Expenses  allocable to the portion of the Last
Calendar Year prior to the Expiration Date.

     12. Utilities and Services.  Tenant shall make all arrangements for and pay
the cost of all utilities and services  (including,  without  limitation,  their
connection  charges  and taxes  thereon)  furnished  to the  Premises or used by
Tenant, including, without limitation, electricity, water, heating, ventilating,
air-conditioning,  oil, steam for heating, sewer, gas, telephone,  communication
services,  trash  collection  and  removal,  janitorial,  cleaning,  and  window
washing, if applicable.  Landlord may, at its election,  furnish to the Premises
any of the utilities and services set forth in the preceding sentence,  in which
event Tenant shall  reimburse  Landlord for Landlord's  cost of furnishing  such
utilities and services.  Landlord shall not be liable for failure to furnish any
utilities  or services to the  Premises  when such  failure  results from causes
beyond Landlord's  reasonable  control. If Landlord constructs new or additional
utility facilities,  including, without limitation,  wiring, plumbing, conduits,
and/or mains, resulting from Tenant's changed or increased utility requirements,
Tenant  shall on demand  promptly  pay to Landlord the total cost of such items.
The discontinuance of any utilities or services,  including, without limitation,
Landlord's discontinuance or failure to provide any of the utilities or services
furnished  by Landlord  to the  Premises,  shall  neither be deemed an actual or
constructive  eviction, nor release Tenant from its obligations under this Lease
including,  without  limitation,  Tenant's  obligation  to  pay  Rental.  If any
governmental  authority having  jurisdiction  over the Project imposes mandatory
controls, or suggests voluntary guidelines  applicable to the Project,  relating
to the use or conservation of water, gas,  electricity,  power, or the reduction
of automobile emissions,  Landlord, at its sole discretion, may comply with such
mandatory controls or voluntary guidelines and,  accordingly,  require Tenant to
so comply.  Landlord  shall not be liable for damages to persons or property for
any such  reduction,  nor shall  such  reduction  in any way be  construed  as a
partial eviction of Tenant, cause an abatement of rent (unless such reduction is
occasioned by Landlord's gross negligence or willful misconduct),  or operate to
release Tenant from any of Tenant's obligations under this Lease.

     13. General Maintenance Obligations.

          13.1.  Tenant's  Duties.  Tenant shall at its sole cost (i)  maintain,
repair, replace, and repaint, all in first class condition,  all portions of the
Premises  (except those portions of the Premises to be maintained by Landlord as
expressly  set forth  below),  (ii)  arrange  for the  removal of trash from the
Premises, (iii) furnish reasonable janitorial services within the Premises, (iv)
maintain and repair any plate-glass  windows appurtenant to the Premises and all
interior and exterior doors,  including  roll-up doors,  (v) maintain and repair
all  telephone  lines and  wiring and all  wiring,  fixtures,  lamps,  and tubes
serving the interior lighting within the Premises,  and (vi) maintain all grease
traps serving the Premises,  using a professional cleaning company on a schedule
acceptable  to Landlord.  Tenant shall provide  Landlord with current  copies of
such cleaning  contracts  throughout the Term.  Notwithstanding  anything to the
contrary in Paragraph 13.2, below,  entitled "Landlord's  Duties",  Tenant shall
additionally  repair,  replace,  and be liable  for any  damage  to the  Project
resulting from the acts or omissions of Tenant or Tenant's Invitees,  including,
without  limitation,  any  damage  to the  roof  or  damage  relating  to a roof
penetration caused by Tenant or Tenant's Invitees.  If Tenant fails to maintain,
repair, replace, or repaint any portion of the Premises as provided above, or if
Tenant or Tenant's  Invitees  damage any portion of the Project,  then  Landlord
may, at its election,  maintain, repair, replace, or repaint any such portion of
the Premises or the Project and Tenant  shall  promptly  reimburse  Landlord for
Landlord's  actual  cost  thereof,  plus a  supervisory  fee in the amount of 15
percent of such actual  cost.  Landlord,  at  Landlord's  sole  discretion,  may
require Tenant to use specific contractors or construction/repair techniques for
the purpose of  maintaining  warranties  or the integrity of the Premises or the
Project.

          13.2.  Landlord's Duties.  Landlord shall maintain and repair only the
Common Area and the structural parts of the buildings within the Project,  which
are only the foundations,  exterior walls  (excluding glass and doors),  and the
structural  and  waterproofing   membranes   portions  of  the  roof  (excluding
skylights)  along with those portions of any utility lines,  pipes, and conduits
serving the Project as a whole (as opposed to those lines,  pipes,  and conduits
exclusively serving the Premises, which will be Tenant's responsibility pursuant
to Paragraph  13.1,  above).  Landlord's  failure to perform its obligations set
forth in the preceding sentence will not release Tenant of its obligations under
this Lease,  including,  without limitation,  Tenant's obligation to pay Rental.
Tenant  waives the  provisions  of  California  Civil Code  Section 1942 (or any
successor statute), and any similar principals of law with respect to Landlord's
obligations for tenantability of the Premises and Tenant's right to make repairs
and deduct the expense of such repairs from rent.

     14.  Pest  Control.  Tenant  shall,  at its sole cost,  maintain a pest and
termite control contract with a reputable  company with respect to the Premises,
which contract shall provide for inspection and treatment,  if necessary, of not
less than four times per year.  Upon request by Landlord,  Tenant shall  furnish
Landlord with a copy of such pest and termite control contract.

     15. HVAC.  Tenant  shall,  at Tenant's  sole cost,  (i) operate,  maintain,
repair,  and replace the heating,  air-conditioning  and ventilation  system and
machinery  that serve the Premises,  and (ii) maintain a service  agreement with
respect to such heating,  air-conditioning and ventilation system and machinery,
reasonably  acceptable  to Landlord  (a copy of which  Tenant  shall  furnish to
Landlord  promptly  upon  the  execution  of this  Lease).  Notwithstanding  the
foregoing,  in the event such  systems  and  machinery  cannot be  repaired  and
require  replacement,  then the cost of such  replacement  will be split between
Landlord  and  Tenant,   with  Tenant  paying  the  fractional  portion  thereof
(including  installation)  where the numerator of such fraction is the remaining
Term of this Lease (including extensions),  and the denominator is the estimated
useful life of such equipment (determined in accordance with  generally-accepted
accounting principles). Tenant shall make all

                                        5
<PAGE>

arrangements  for and pay the cost of all utilities and services with respect to
the  heating and  air-conditioning  unit that  serves the  Premises,  including,
without  limitation,  electricity  to operate such heating and  air-conditioning
unit.

     16. Personal Property Taxes. Tenant shall pay before delinquency all taxes,
assessments,  license  fees,  and other  charges  that are  levied  or  assessed
against,  or based  upon the value of,  Tenant's  Personal  Property  ("Personal
Property  Taxes").  On demand by Landlord,  Tenant shall  furnish  Landlord with
satisfactory  evidence of such payments. If any such Personal Property Taxes are
levied against Landlord or Landlord's property,  or if the assessed value of the
Premises is  increased by the  inclusion of a value placed on Tenant's  Personal
Property,  and if Landlord pays such Personal  Property Taxes or any taxes based
on the increased assessments caused by Tenant's Personal Property,  then Tenant,
on demand,  shall  immediately  reimburse  Landlord for the sum of such Personal
Property Taxes so levied against Landlord,  or the proportion of taxes resulting
from such increase in Landlord's assessment.  Landlord may, at its election, pay
such Personal Property Taxes or such proportion, and receive such reimbursement,
regardless of the validity of the levy.

     17. Net Lease.  This Lease is intended to be a completely  "net lease" and,
except as  otherwise  expressly  provided in this Lease,  Tenant shall have sole
responsibility  for the care,  maintenance,  and  management  of the Premises as
though  Tenant were the owner of the  Premises.  Tenant  shall be liable for and
bear all of the costs of the  Premises,  except  as  expressly  provided  to the
contrary in this Lease.

     18.  Common  Area.  Tenant  shall have the  non-exclusive  right to use the
Common Area.  Landlord shall manage,  repair,  operate,  and maintain the Common
Area;  however,  Landlord's  failure to perform its obligations set forth in the
preceding sentence shall not release Tenant of its obligations under this Lease,
including, without limitation,  Tenant's obligation to pay Rental. Landlord may,
at its election, (i) close any of the Common Area to the minimum extent required
in the opinion of Landlord's legal counsel to prevent a dedication of any of the
Common  Area or the  accrual of any rights of any person or of the public to the
Common  Area,  (ii) close  temporarily  any of the Common  Area for  maintenance
purposes,  (iii)  designate  other  property  outside the boundaries of the Real
Property to become part of the Common Area,  and/or (iv) make any changes to the
Common Area, or any part of the Real Property,  including,  without  limitation,
changes to projects or other improvements, the addition of new projects or other
improvements,  and  changes in the  location  of  driveways,  entrances,  exits,
vehicular parking spaces, or the direction of the flow of traffic.

      19. Security Measures.  Tenant acknowledges (i) that the Base Monthly Rent
does not include the cost of any  security  measures for any portion of the Real
Property,  (ii) that  Landlord  shall have no  obligation  to  provide  any such
security measures,  and (iii) that Landlord has made no representation to Tenant
regarding the safety or security of the Real Property.  If Landlord provides any
security  measures at any time, then Landlord shall not be obligated to continue
providing such security  measures and Landlord shall not be obligated to provide
such security measures with any particular  standard of care. Tenant assumes all
responsibility  for the security and safety of Tenant and/or Tenant's  Invitees.
Tenant releases  Landlord from all claims for damage,  loss or injury to Tenant,
Tenant's Invitees,  and/or to the personal property of Tenant and/or of Tenant's
Invitees,  even if such damage,  loss or injury is caused by or results from the
criminal or negligent acts of third parties. Landlord shall have no duty to warn
Tenant of any criminal  acts or  dangerous  conduct that has occurred in or near
the Premises, regardless of Landlord's knowledge of such crimes or conduct.

     20.  Signs.  Tenant  shall not  place,  construct,  or  maintain  any sign,
advertisement, awning, banner or other exterior decoration in the Premises or on
the Project without Landlord's prior written consent,  which consent will not be
unreasonably  withheld.  Any sign that Tenant is permitted by Landlord to place,
construct,  or maintain shall comply with Landlord's sign criteria applicable to
Landlord's other tenants in the Project, including, without limitation, criteria
relating to size, color, shape, graphics and location  (collectively,  the "Sign
Criteria"),  and shall comply with any  applicable  laws,  ordinances,  rules or
regulations,  and  Tenant  shall  obtain  any  approval  required  by such laws.
Landlord makes no representation with respect to Tenant's ability to obtain such
approval.  Tenant shall,  at Tenant's  sole cost,  make any changes to any sign,
advertisement, awning, banner or other exterior decoration in the Premises or on
the Project as required by any new or revised applicable laws, ordinances, rules
or regulations, or any changes in the Sign Criteria.

     21. Parking. Subject to the remaining provisions of this paragraph, as long
as Tenant is not in default  under  this  Lease,  Landlord  grants to Tenant the
right to the  non-exclusive  use of the parking area adjacent to and serving the
Project (the "Parking Area").  Tenant's use of the Parking Area shall be subject
to such rules as Landlord may, in its sole  discretion,  adopt from time to time
with  respect to the Parking  Area,  including,  without  limitation,  (i) rules
providing  for the  payment  of  charges  or fees by users of the  Parking  Area
(including,  without limitation,  Tenant) in order to reimburse Landlord for the
expense of a parking  attendant and/or an automated  parking system,  (ii) rules
designed to maintain the availability of accessible  parking spaces for clients,
guests, and invitees of tenants of the Project,  (iii) rules limiting tenants of
the  Project  (including,  without  limitation,  Tenant)  to the use of  certain
parking spaces or certain portions of the Parking Area (the "Restricted  Parking
Area"),  (iv) rules  limiting  each  tenant of the Project  (including,  without
limitation,  Tenant) to the use of a  restricted  number of parking  spaces such
that the parking spaces in the Restricted Parking Area shall be allocated fairly
to all the tenants of the Project (including,  without limitation,  Tenant), and
(v) rules designating a particular area as the "employee parking area", in which
event Tenant  shall cause its  employees to  exclusively  park in such  employee
parking  area.  Notwithstanding  anything  to the  contrary  in this  paragraph,
Landlord may, at its election,  construct upon or otherwise  alter in any manner
the Parking Area provided that Landlord makes  available to Tenant  elsewhere on
the Land,  or within a  reasonable  distance  from the  Land,  legally  required
amounts of parking.

     22. Rules. Tenant and Tenant's Invitees shall observe faithfully and comply
strictly  with the rules that are set forth on  attached  Exhibit  "E"  entitled
"Rules" and such other  reasonable rules as Landlord may from time to time adopt
for the Premises.  Landlord shall have no duty or obligation to enforce any rule
against  any other  tenant,  and  Landlord  shall  not be  liable to Tenant  for
violation  of any  rule by any  other  tenant,  or any  other  tenant's  agents,
employees, officers, independent contractors,  customers, invitees, visitors, or
licensees.

     23. Early Access Insurance. At any time prior to the Commencement Date that
Tenant is making any Alterations to the Premises,  (i) Tenant shall, at Tenant's
sole cost, maintain (a) "Builder's Risk" insurance with respect to the Premises,
reasonably  satisfactory  to  Landlord,  and  (b)  all  of the  insurance  to be
maintained  by Tenant during the Term,  including,  without  limitation,  public
liability and property damage insurance,  fire and extended coverage  insurance,
boiler and machinery  insurance and workers'  compensation  insurance,  (ii) the
provisions of Paragraph 30 of this Lease  entitled  "Indemnity  and Exemption of
Landlord  from  Liability"  shall be  applicable,  and (iii) the  provisions  of
Paragraph  12  of  this  Lease  entitled   "Utilities  and  Services"  shall  be
applicable. Any Alterations pursuant to this paragraph

                                        6
<PAGE>

shall be subject to all the  provisions  of Paragraph 37 of this Lease  entitled
"Alterations".  Nothing in this paragraph shall be construed to permit Tenant to
enter the Premises, or to make any Alterations, prior to the Commencement Date.

     24. Plate-Glass  Insurance.  if any plate-glass  windows are located on the
Premises,  Tenant shall,  at its sole cost,  maintain full coverage  plate-glass
insurance on the Premises, under which Landlord and any Lender shall be named as
an additional insured.

     25.  Public  Liability and Property  Damage  Insurance.  Tenant  shall,  at
Tenant's sole cost,  maintain public liability and property damage insurance (i)
with a  single  combined  single  limit  of not less  than  $2,000,000.00,  (ii)
insuring (a) against all liability of Tenant and Tenant's  Invitees  arising out
of or in  connection  with  Tenant's use or occupancy of the  Premises,  and (b)
performance by Tenant of the indemnity provisions set forth in this Lease, (iii)
naming  Landlord and any Lender as additional  named  insureds,  (iv) containing
cross-liability   endorsements,   and  (v)  which  includes  products  liability
insurance (if Tenant is to sell  merchandise or other products  derived from the
Premises).  Not more frequently than once every two years, if, in the opinion of
Landlord, the amount of such insurance at that time is not adequate, then Tenant
shall increase such insurance as reasonably required by Landlord.

     26. Fire and  Extended  Coverage  Insurance.  Tenant at its sole cost shall
maintain on Tenant's Alterations and Personal Property a policy of standard fire
and  extended  coverage   insurance,   with  vandalism  and  malicious  mischief
endorsements,   coverage  with  respect  to  increased   costs  due  to  Project
ordinances,  demolition  coverage,  boiler and  machinery  insurance,  sprinkler
leakage  coverage,  and  business  interruption  insurance,  in each case to the
extent of at least 100 percent of full replacement value, issued in the names of
Landlord,  Tenant and Landlord's  Lender,  as their  interests may appear.  Such
"full replacement  value" shall be determined by the company issuing such policy
at the time the policy is  initially  obtained.  Not more  frequently  than once
every two years,  either  Landlord or Tenant may notify the other that it elects
to have such  replacement  value  redetermined  by an  insurance  company.  Such
redetermination  shall be made  promptly  and in  accordance  with the rules and
practices  of the Board of Fire  Underwriters,  or a like board  recognized  and
generally  accepted by the insurance  company,  and Landlord and Tenant shall be
promptly  notified of the results by the company.  Such policy shall be promptly
adjusted according to such redetermination.

     27.  Insurance  Generally.  If Tenant fails during the Term to maintain any
insurance  required to be maintained  by Tenant under this Lease,  then Landlord
may, at its election, arrange for any such insurance, and Tenant shall reimburse
Landlord for any premiums for any such  insurance  within five days after Tenant
receives a copy of the premium  notice.  If any such premiums are allocable to a
period,  a portion of which  occurs  during the Term and the  remainder of which
occurs before or after the Term, then such premiums shall be apportioned between
Landlord  and Tenant based upon the number of days during such period that occur
during the Term and the number of days that occur before or after the Term, such
that Tenant pays for the premiums  that are  allocable to the period  during the
Term.  Insurance  required to be maintained by Tenant under this Lease (i) shall
be issued as a primary policy by insurance  companies  authorized to do business
in the state in which the Premises are located with a Best's  Rating of at least
"A" and a Best's Financial Size Category rating of at least "X," as set forth in
the most current edition of "Best's Insurance Reports," or such higher rating as
may be  required  by any  Lender,  (ii)  shall name  Landlord  and any Lender as
additional named insureds,  (iii) shall constitute  "occurrence" based coverage,
without provision for subsequent conversion to "claims" based coverage, and (iv)
shall  not  be   cancelable  or  subject  to  reduction  of  coverage  or  other
modification  except after  30-days'  prior  written  notice to Landlord and any
Lender.  Tenant  shall,  at least 30 days prior to the  expiration  of each such
policy, furnish Landlord with a renewal or "binder" of such policy. Tenant shall
promptly  deliver to Landlord  copies of such policy or policies or certificates
evidencing the existence and amounts of such insurance together with evidence of
payment of premiums.

     28. Landlord's  Insurance.  Landlord may, at its election,  maintain any of
the following insurance,  in such amounts and with such limits as Landlord shall
determine in its reasonable discretion: (i) Public liability and property damage
insurance,  and products  liability  insurance;  (ii) Fire and extended coverage
insurance,  with vandalism and malicious  mischief  endorsements,  coverage with
respect to  increased  costs due to  Project  ordinances,  demolition  coverage,
boiler  and  machinery  insurance,   sprinkler  leakage  coverage  and  business
interruption  insurance;  (iv)  Boiler and  Machinery  Insurance;  (v)  Fidelity
insurance, (vi) Flood and/or Earthquake insurance;  (vii) Plate-glass insurance;
and (viii) Rental interruption and/or business interruption insurance.  Landlord
shall notify Tenant of Landlord's  arranging any such  insurance.  The premiums,
costs,  expenses,  and  deductibles (or similar costs or charges) of and/or with
respect to any such insurance (all of the  preceding,  collectively,  "Insurance
Expenses") shall be included in Lease Expenses.

     29. Waiver of Subrogation. Landlord and Tenant release each other, Tenant's
Invitees, Landlord's Representatives, and Landlord's guests, invitees, customers
and licensees from all claims for damage,  loss, or injury to the Real Property,
to Tenant's  Personal  Property and to the fixtures  and  Alterations  of either
Landlord or Tenant in or on the Real  Property to the extent such damage,  loss,
or injury is covered by any insurance policies carried by Landlord or Tenant and
in force at the time of such damage. Subject to the remaining provisions of this
paragraph,  Landlord and Tenant shall cause each insurance policy obtained by it
pursuant to this Lease to provide that the insurance company waives all right of
recovery by way of subrogation against Landlord or Tenant in connection with any
damage,  loss,  or injury  covered by such policy.  If any such policy cannot be
obtained with a waiver of  subrogation,  or is obtainable only by the payment of
an additional  premium charge above that charged by insurance  companies issuing
policies  without waiver of  subrogation,  the party  undertaking to obtain such
policy (the "Undertaking  Party") shall so notify the other party (the "Notified
Party").  The  Notified  Party  shall,  within ten days after the giving of such
notice, either obtain such policy from a company that is reasonably satisfactory
to the  Undertaking  Party  and that will  issue  such  policy  with a waiver of
subrogation, or agree to pay the additional premium if such policy is obtainable
at  additional  cost.  If such  policy  cannot  be  obtained  with a  waiver  of
subrogation or the Notified Party refuses to pay such additional  premium,  then
the  Undertaking  Party shall not be required to obtain a waiver of  subrogation
with respect to such policy.

     30.  Indemnity  and  Exemption of Landlord  from  Liability.  Tenant hereby
indemnifies  Landlord  against  all  Claims  (as  defined  below) and all costs,
expenses and  attorneys'  fees incurred in the defense of any such Claims or any
action or proceeding  brought on any of such Claims. For purposes of this Lease,
"Claims"  will  mean  and  refer to all  liabilities,  damages,  losses,  costs,
expenses,  attorneys'  fees and claims  (except to the extent  they  result from
Landlord's grossly negligent acts or willful  misconduct)  arising from or which
seek to impose liability under or because of (i) Tenant's or Tenant's  Invitees'
use of the Premises or the Project, (ii) the conduct of Tenant's business, (iii)
any activity,  work or things done,  permitted,  or suffered by Tenant or any of
Tenant's  Invitees  in or about the  Premises or  elsewhere,  (iv) any breach or
default in the timely  performance  of any  obligation to be performed by Tenant
under this Lease, and/or (v) any negligence or intentional  misconduct of Tenant
or any of Tenant's  Invitees.  If any action or  proceeding  is brought  against
Landlord by reason of any such Claims,

                                        7
<PAGE>

Tenant upon notice  from  Landlord  shall  defend such action or  proceeding  at
Tenant's  sole cost by legal  counsel  satisfactory  to Landlord.  Except to the
extent caused by Landlord's grossly negligent acts or willful misconduct, Tenant
assumes all risk of,  Tenant waives all claims  against  Landlord in respect of,
and Landlord shall not be liable for, any of the matters set forth above in this
paragraph or any of the following:  injury to Tenant's business,  loss of income
from such business,  or damage or injury to the goods,  wares,  merchandise,  or
other property or the person of Tenant,  Tenant's  Invitees or any other persons
in, upon, or about the Premises,  whether such damage,  loss or injury is caused
by or results from criminal acts, fire, steam,  electricity,  gas, water,  rain,
the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances, plumbing, air-conditioning or lighting fixtures, or any other cause,
conditions arising upon the Premises, or other sources or places, and regardless
of whether the cause of such damage,  loss,  or injury or the means of repairing
such damage,  loss, or injury is inaccessible to Tenant. This Lease shall not be
affected  or  impaired  by any  change to any part of the Real  Property  or any
sidewalks, streets, or improvements nearby the Real Property.

     31.  Destruction.  If the Real  Property is totally or partially  destroyed
during the Term,  rendering the Premises  totally or partially  inaccessible  or
unusable,  then, subject to the remainder of this paragraph,  (i) Landlord shall
restore  the Real  Property to  substantially  the same  condition  as it was in
immediately  before such  destruction,  (ii)  Landlord  shall not be required to
restore Tenant's Alterations,  or Tenant's Personal Property, unless they are an
integral  part of the Premises and  specifically  covered by insurance  proceeds
received by  Landlord,  such  excluded  items being the sole  responsibility  of
Tenant to restore,  (iii) such  destruction  shall not terminate this Lease, and
(iv) all  obligations of Tenant under this Lease shall remain in effect,  except
that all Rent shall be abated or reduced,  between the date of such  destruction
and the date of substantial  completion of restoration,  by the ratio of (a) the
area of the Premises rendered unusable or inaccessible by the destruction to (b)
the  usable  area of the  Premises  prior to such  destruction.  Notwithstanding
anything to the contrary in this Lease, Landlord may, at its election, terminate
this Lease by so  notifying  Tenant in writing on or before the later of 60 days
after such destruction or 60 days after Landlord's  receipt of the proceeds from
insurance  maintained by Landlord,  if (1) then-existing laws do not permit such
restoration, (2) such destruction occurred during the last year of the Term, (3)
such  destruction  exceeded  25  percent  of the  then-replacement  value of the
Premises or the Real Property,  or (4) Landlord determines that the cost of such
restoration   exceeds  the  amount  of  insurance   proceeds  relating  to  such
destruction actually received by Landlord from insurance maintained by Landlord.
Additionally,  Tenant  shall  have the  right to  terminate  this  Lease  unless
Landlord  promptly  notifies Tenant of its intention to restore the Premises and
such  restoration can reasonably be completed within 120 days of the date of the
destruction.  If Landlord so terminates this Lease, then (A) Landlord shall have
no  obligation  to restore the Real  Property,  (B)  Landlord  shall  retain all
insurance  proceeds  relating  to such  destruction,  and (C) this  Lease  shall
terminate  as of 30 days after  such  notice of  termination  from  Landlord  to
Tenant.  If Landlord restores the Premises as provided above, then Tenant waives
the  provisions  of California  Civil Code  Sections  1932(2) and 1933(4) or any
successor statute with respect to any destruction of the Premises.

     32. Condemnation.  If during the Term, or during the period of time between
the execution of this Lease and the  Commencement  Date,  there is any taking of
all or any part of the Premises or any interest in this Lease by the exercise of
any governmental power, whether by legal proceedings or otherwise, by any public
or quasi-public  authority,  or private corporation,  or individual,  having the
power of condemnation (any of the preceding a "Condemnor"),  or a voluntary sale
or transfer by Landlord to any Condemnor, either under threat of condemnation or
while legal  proceedings for condemnation  are pending (any of the preceding,  a
"Condemnation"),  the rights and  obligations  of Landlord  and Tenant  shall be
determined  pursuant to this  paragraph.  If such  Condemnation is of the entire
Premises,  then this Lease shall terminate on the date the Condemnor has a right
to  possession  of the  Premises  (the  "Date  of  Condemnation").  A  temporary
Condemnation  of the Premises,  or any part of the  Premises,  for less than 180
days, shall not constitute a Condemnation under this paragraph, but Tenant shall
be  entitled  to  abatement  of  Rent  during  the  period  of  such   temporary
Condemnation.  If such  Condemnation  is of any  portion,  but not  all,  of the
Premises,  then this Lease shall remain in effect, except that, if the remaining
portion of the Premises is rendered unsuitable for Tenant's continued use of the
Premises,  then  Tenant  may elect to  terminate  this  Lease,  by so  notifying
Landlord in writing  (the  "Termination  Notice")  within 30 days after the date
that the  nature  and  extent of the  Condemnation  have been  determined.  Such
termination  shall be  effective  on the earlier of (i) the date that is 30 days
after the giving of the Termination  Notice,  and (ii) the Date of Condemnation.
If Tenant does not give to Landlord the  Termination  Notice  within such 30-day
period,  then all obligations of Tenant under this Lease shall remain in effect,
except that (unless the Premises are restored as set forth below) all Rent shall
be reduced by the ratio of (a) the area of the Premises taken to (b) the area of
the  Premises  immediately  prior to the Date of  Condemnation.  Notwithstanding
anything to the contrary in this paragraph,  if, within 20 days after Landlord's
receipt of the Termination Notice, Landlord notifies Tenant that Landlord at its
cost will add to the remaining  Premises (or  substitute  for the Premises other
comparable  space  in the  Project)  so that the  area of the  Premises  will be
substantially   the  same  after  the  Condemnation  as  they  were  before  the
Condemnation,  and Landlord commences the restoration  promptly and completes it
within 150 days after  Landlord  so notifies  Tenant,  then all  obligations  of
Tenant  under this Lease shall  remain in effect,  except that all Rent shall be
abated or reduced as provided in the preceding  sentence  during the period from
the Date of  Condemnation  until  the  completion  of such  restoration.  Unless
Landlord  restores the Premises  pursuant to the preceding  sentence,  or unless
Tenant  gives to Landlord the  Termination  Notice  within the  relevant  30-day
period,  Tenant at its sole cost shall  accomplish any  restoration  required by
Tenant  to use the  Premises.  All  compensation,  sums,  or  anything  of value
awarded,  paid,  or received on a total or partial  Condemnation  (the  "Award")
shall belong to and be paid to Landlord.  Tenant shall have no right to any part
of the Award, and Tenant hereby assigns to Landlord all of Tenant's right, title
and interest in and to any part of the Award,  except that Tenant shall  receive
from the Award any sum paid expressly to Tenant from the Condemnor expressly for
loss of good will of Tenant's  business and Tenant's  furniture,  fixtures,  and
equipment.  Landlord and Tenant waive the provisions of any statute  (including,
without  limitation,  California Code of Civil Procedure Section 1265.130 or any
successor statute) that allows Landlord or Tenant to petition the superior court
(or any other  local  court) to  terminate  this Lease in the event of a partial
taking of the Premises.

     33.  Hazardous  Substances.  Landlord  hereby notifies  Tenant,  and Tenant
hereby  acknowledges  that prior to the leasing of the Premises pursuant to this
Lease,  Tenant has been notified,  pursuant to California Health and Safety Code
Section  25359.7  (or  any  successor  statute),  that  Landlord  knows,  or has
reasonable cause to believe,  that certain hazardous substances (as such term is
used in such Section 25359.7),  including,  without limitation,  common cleaning
supplies,  office supplies and consumer products, may have come to be located on
or  beneath  the  Premises.  Tenant  hereby  indemnifies  Landlord  against  all
Environmental  Claims (as defined below) and all costs,  expenses and attorneys'
fees incurred in the defense of any such  Environmental  Claims or any action or
proceeding  brought on any of such  Environmental  Claims.  For purposes of this
paragraph,  "Environmental  Claims"  will  mean and  refer  to all  liabilities,
damages,  losses,  costs,  expenses,  attorneys'  fees and claims (except to the
extent  they  result  from   Landlord's   grossly   negligent  acts  or  willful
misconduct),  arising from or which seek to impose liability under or because of
any environmental law (which will mean and refer to any federal, state or local

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<PAGE>

law, statute, regulation,  ordinance, guideline or common law principle relating
to public health or safety or the use or control of the environment,  including,
without   limitation,   the  Federal   Comprehensive   Environmental   Response,
Compensation and Liability Act of 1980, the  Carpenter-Presley-Tanner  Hazardous
Substance  Account Act, the California  Hazardous Waste Control Law, the Federal
Clean Air Act, the  California  Air Resources  Act, the Federal Clean Water Act,
the California  Porter-Cologne  Water Quality Control Act, the Federal  Resource
Conservation and Recovery Act, the California  Nejedly-Z'berg-Dills  Solid Waste
Management  and  Recovery  Act,  and  California  Health and Safety Code Section
25359.7) for, discharges,  releases or threatened releases of noise, pollutants,
contaminants, herbicides, pesticides, insecticides or hazardous or toxic wastes,
substances or materials  (any of the preceding a "Hazardous  Material")  arising
out of Tenant's tenancy or the acts of Tenant or Tenant's Invitees, into ambient
air,  water or land,  or  otherwise  relating  to the  manufacture,  processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
pollutants,  contaminants or hazardous or toxic wastes,  substances or materials
from,  on,  under or above the  Premises.  Neither  Tenant  nor any of  Tenant's
Invitees shall use, manufacture, store or dispose of any hazardous wastes, toxic
substances and other pollutants, contaminants and environmental conditions which
are or could  (i) be  detrimental  to the Real  Property,  human  health  or the
environment,  (ii) be in violation of any governmental  laws or regulations,  or
(iii)  adversely  affect  the  value  of  the  Premises.  If  the  Premises  are
contaminated  by any  Hazardous  Material  during the Term,  then  Tenant  shall
promptly (iv) notify Landlord in writing of such contamination,  and (v) perform
all remediation required by Landlord (to Landlord's  satisfaction),  at Tenant's
sole cost,  necessary  to return the Premises to at least as good a condition as
the  Premise are in as of the date of this  Lease.  If Tenant does not  promptly
commence  and  diligently  pursue  such  remediation,   then  Landlord  may,  at
Landlord's  election,  but at Tenant's sole cost,  perform such  remediation  or
cause such remediation to be performed.  Tenant shall not be liable for any such
matters  arising  prior to the date  possession  of the Premises is delivered to
Tenant unless caused by Tenant.

     34. Prohibition Against Asbestos-Containing Materials. Tenant may not allow
or permit any  materials  which  contain  asbestos in any form or  concentration
("Asbestos-Containing  Materials")  to be used or stored in the Premises or used
in the  construction  of  any  improvements  or  alterations  to  the  Premises,
including,  without  limitation,   construction  materials  and  supplies.  Such
prohibition  against  Asbestos-Containing  Materials  shall apply  regardless of
whether the Asbestos-Containing Materials may be considered safe or approved for
use by a manufacturer,  supplier, or governmental authority, or by common use or
practice.  Landlord shall have the right, upon reasonable  notice, to enter upon
and conduct  inspections of the Premises to determine  Tenant's  compliance with
this paragraph. If Tenant allows or permits Asbestos- Containing Materials to be
used or stored in the Premises or used in the  construction of any  improvements
or  alterations  to the Premises,  (i) Tenant shall,  upon notice from Landlord,
immediately  remove such  Asbestos-Containing  Materials at Tenant's  sole cost,
(ii) such  removal  shall  comply with all  applicable  laws,  regulations,  and
requirements   concerning   asbestos   and   the   removal   and   disposal   of
Asbestos-Containing  Materials,  (iii) Tenant shall  reimburse  Landlord for all
expenses incurred in connection with any inspection of the Premises conducted by
Landlord,  and (iv) unless Tenant  completes  such removal  within 30 days after
notice from  Landlord,  Landlord may, at its election,  do either or both of the
following:  (a) declare  Tenant in breach of this Lease and terminate this Lease
upon ten days' prior written notice to Tenant, and (b) remove and dispose of the
Asbestos-Containing  Materials and obtain reimbursement from Tenant for the cost
of such removal and disposal.  Tenant shall  indemnify  Landlord and  Landlord's
directors,  officers,  employees,  and  agents  against  all  costs,  liability,
expenses,  penalties,  and claims for damages,  including,  without  limitation,
litigation  costs  and  attorneys'  fees,  arising  from  (1)  the  presence  of
Asbestos-Containing  Materials  upon  the  Premises,  to the  extent  that  such
Asbestos-Containing  Materials are used or stored in the Premises or used in the
construction  of any  improvements  or  alterations to the Premises by Tenant or
Tenant's agents, employees, representatives, or independent contractors, (2) any
lawsuit,  settlement,  governmental  order,  or decree relating to the presence,
handling, removal, or disposal of Asbestos-Containing Materials upon or from the
Premises,  to the extent  that such  Asbestos-Containing  Materials  are used or
stored  in the  Premises  or used in the  construction  of any  improvements  or
alterations   to  the  Premises  by  Tenant  or  Tenant's   agents,   employees,
representatives or independent  contractors,  or (3) Tenant's failure to perform
its  obligations  to  remove  such  Asbestos-Containing   Materials  under  this
paragraph.

     35. [INTENTIONALLY DELETED]

     36.  Access by  Landlord.  Landlord and any of  Landlord's  Representatives
shall  have the right to enter the  Premises  at all  reasonable  times,  during
normal business hours if feasible under the  circumstances,  and upon reasonable
notice,  if  feasible  under the  circumstances,  (i) to  determine  whether the
Premises  are in  Good  Condition  or  whether  Tenant  is  complying  with  its
obligations under this Lease,  (ii) to do any necessary  maintenance or make any
restoration  to the  Premises  that  Landlord  has the  right or  obligation  to
perform,  (iii) to serve,  post, or keep posted any notices  required or allowed
under this Lease,  (iv) to post "for sale"  signs and,  during the final year of
the Term, "for rent", or "for lease" signs, (v) to show the Premises to brokers,
agents, buyers, tenants, or other persons interested in a listing of, financing,
purchasing,  or occupying the Premises or any portion of the Premises,  and (vi)
to shore the foundations,  footings, and walls of the Real Property and to erect
scaffolding and protective barricades around and about the Premises,  but not so
as to prevent  entry to the Premises and to do any other act or thing  necessary
for the  safety or  preservation  of the  Premises  if any  excavation  or other
construction is undertaken or is about to be undertaken on any adjacent property
or nearby street.  Landlord's rights under this paragraph extend with Landlord's
consent to the owner of adjacent property on which excavation or construction is
to take place and the adjacent property owner's agents, employees,  officers and
contractors.  Landlord shall not be liable for any  inconvenience,  disturbance,
loss of  business,  nuisance,  or other  damage  arising out of any entry on the
Premises as provided in this paragraph except damage resulting directly from the
grossly negligent acts of Landlord or Landlord's  Representatives.  Tenant shall
not be entitled to abatement or reduction of Base Monthly Rent or Rental because
of the  exercise  by  Landlord of any rights  under this  paragraph  unless such
exercise by Landlord  prevents Tenant from  reasonable  access to and use of the
Premises.

     37.  Alterations.  Tenant  shall  not make any  alterations,  improvements,
additions, installations, or changes of any nature in or to the Premises (any of
the preceding,  "Alterations")  without  Landlord's  prior written consent which
consent shall not be unreasonably withheld. At least 15 days prior to making any
Alterations, Tenant shall submit to Landlord, in written form, proposed detailed
plans  of such  Alterations.  Tenant  shall,  prior to the  commencement  of any
Alterations,  at Tenant's sole cost, (i) acquire (and deliver to Landlord a copy
of) a permit from  appropriate  governmental  agencies to make such  Alterations
(any conditions of which permit Tenant shall comply with, at Tenant's sole cost,
in a prompt and expeditious manner),  (ii) provide Landlord with ten days' prior
written notice of the date the  installation  of the Alterations is to commence,
so  that   Landlord   can   post   and   record   an   appropriate   notice   of
non-responsibility,  and  (iii)  obtain  (and  deliver  to  Landlord  proof  of)
reasonably  adequate  workers'  compensation  insurance  with  respect to any of
Tenant's employees installing or involved with such Alterations (which insurance
Tenant  shall  maintain  in force  until  completion  of the  Alterations).  All
Alterations  shall upon  installation  become the property of Landlord and shall
remain on and be surrendered  with the Premises on the Expiration  Date,  except
that Landlord may, at its election,  require  Tenant to remove any or all of the
Alterations, by so notifying Tenant in writing on or before the

                                        9
<PAGE>

Expiration  Date, in which event,  Tenant shall,  at its sole cost, on or before
the  Expiration  Date,  repair and restore the Premises to the  condition of the
Premises prior to the  installation  of such  Alterations to be removed.  Tenant
shall pay all costs for Alterations and other  construction done or caused to be
done by Tenant.  Tenant shall keep the Premises free and clear of all mechanics'
liens  resulting  from  Alterations  or other  construction.  Tenant may, at its
election, contest the correctness or validity of any such lien provided that (a)
immediately  on demand by Landlord,  Tenant  procures and records a lien release
bond,  issued by a corporation  satisfactory to Landlord and authorized to issue
surety bonds in the state in which the Premises are located,  in an amount equal
to 150  percent  of the  amount  of the  claim of lien,  which  bond  meets  the
requirements of California Civil Code Section 3143 or any successor statute, and
(b) Landlord may, at its election,  require Tenant to pay Landlord's  attorneys'
fees and costs in participating in such an action.

     38.  Surrender of Premises and Holding Over. On the  Expiration  Date,  (i)
Tenant shall  surrender to Landlord  the  Premises and all  Alterations  in Good
Condition except for Alterations that Tenant is obligated to remove as expressly
set forth in Paragraph  37,  above,  entitled  "Alterations",  (ii) Tenant shall
remove all of Tenant's Personal Property and perform all repairs and restoration
required by the removal of any Alterations or Tenant's  Personal  Property,  and
(iii) Tenant shall surrender to Landlord all keys,  entry devices,  and security
codes relating to the Premises (including,  without limitation,  any keys to any
exterior or interior  doors).  Landlord may elect to retain or dispose of in any
manner any Alterations or Tenant's Personal Property that Tenant does not remove
from the  Premises  on the  Expiration  Date as required by this Lease by giving
written notice to Tenant.  Any such  Alterations or Tenant's  Personal  Property
that  Landlord  elects to retain or dispose of shall  vest in  Landlord.  Tenant
waives all claims  against  Landlord  for any  damage to Tenant  resulting  from
Landlord's retention or disposition of any such Alterations or Tenant's Personal
Property.  Tenant shall be liable to Landlord for Landlord's  costs for storing,
removing, or disposing of any such Alterations or Tenant's Personal Property. If
Tenant  fails to  surrender  the  Premises to Landlord on the  Expiration  Date,
Tenant shall indemnify and defend  Landlord  against all  liabilities,  damages,
losses,  costs,  expenses,  attorneys'  fees,  and  claims  resulting  from such
failure,  including,  without  limitation,  any  claim  for  damages  made  by a
succeeding tenant. If Tenant, with Landlord's consent,  remains in possession of
the Premises  after the  Expiration  Date,  such  possession  by Tenant shall be
deemed to be a  month-to-month  tenancy  terminable on 30-days'  written  notice
given at any time by Landlord or Tenant. During any such month-to-month tenancy,
Tenant shall pay, as minimum Base Monthly Rent,  100 percent of the Base Monthly
Rent in effect  immediately prior to the Expiration Date. All provisions of this
Lease  except for those  pertaining  to Term shall apply to such  month-to-month
tenancy.

     39.  Assignment  and Other  Transfers.  Without  Landlord's  prior  written
consent, which shall not be unreasonably  withheld,  none of the following shall
occur, voluntarily, involuntarily, by operation of law, or otherwise (any of the
following,  a  "Transfer"):  any  assignment,   sublease,   disposition,   sale,
concession,  license, mortgage, encumbrance,  hypothecation,  pledge, collateral
assignment,  or other  transfer,  by Tenant of this Lease,  any interest in this
Lease, or all or any portion of the Premises; or Landlord shall not be liable in
damages (to Tenant or to any proposed  subtenant,  assignee or other  transferee
(any of the preceding a "Proposed  Transferee"))  if such consent is adjudicated
to have been  unreasonably  withheld,  and, in such event,  Tenant's sole remedy
shall be to have  the  proposed  Transfer  declared  as  valid as if  Landlord's
consent  had been  given,  although  Tenant  shall  be  entitled  to  reasonable
attorney's fees if Tenant is the prevailing party in such  litigation.  At least
60 days prior to entering into any Transfer, Tenant shall submit to Landlord the
sum of $400.00 (as payment toward Landlord's and Landlord's  attorneys' costs of
reviewing, consenting to, rejecting, and/or consummating any proposed Transfer),
and a  written  notice  ("Tenant's  Notice")  which  includes  or sets  forth in
reasonable  detail (a) the form of the  proposed  Transfer,  including,  without
limitation, all related agreements, documents, instruments, exhibits, and escrow
instructions, (b) the name and address of the Proposed Transferee, (c) the terms
and conditions of the proposed  Transfer,  including,  without  limitation,  the
commencement or effective date of the proposed Transfer, which shall be at least
60 days after  Tenant's  Notice is given,  and (d) the  nature,  character,  and
current  banking,  financial,  and other credit  information and references with
respect to the Proposed  Transferee and the business of the Proposed  Transferee
(including,  without  limitation,  tax returns for the most-recent five years, a
business  plan  with  cash-flow   projections  and  financial  projections  with
assumptions and competitive market analysis), in reasonably sufficient detail to
enable Landlord to determine the Proposed Transferee's financial responsibility.
Within 15 business  days after  Landlord's  receipt  from Tenant of such sum and
Tenant's Notice,  Landlord shall notify Tenant whether Landlord has consented to
the proposed  Transfer.  Any consent by Landlord to any proposed  Transfer shall
not  constitute  a consent  with  respect  to any other  Transfer.  If  Landlord
consents to any proposed Transfer,  and Tenant fails to consummate such Transfer
within 30 days of the  commencement  or effective date of the proposed  Transfer
(as set forth in Tenant's  Notice),  then such consent shall be deemed withdrawn
and Tenant shall be required again to comply with this paragraph before making a
Transfer. Landlord shall not have unreasonably withheld its consent with respect
to any Transfer if Landlord shall not have received such sum or Tenant's Notice,
if the nature or character of the Proposed  Transferee,  or the proposed use and
occupancy of the Premises by the Proposed Transferee, is not in keeping with the
dignity and character of the Project and the  surrounding  area, if the proposed
Transfer  will result in the  diminution  of the value or  marketability  of the
Premises,  if  Landlord  is  not  satisfied  that  the  Proposed  Transferee  is
creditworthy,  or if the proposed  Transfer  will  conflict  with or result in a
breach  of any of  the  provisions  of,  or  constitute  a  default  under,  any
agreement,  instrument, or document to which Landlord is a party or by which the
Real Property may be bound.  No Transfer shall release or discharge  Tenant from
any liability,  whether past,  present,  or future,  under this Lease and Tenant
shall continue to remain primarily liable under this Lease.  Tenant  irrevocably
assigns to Landlord,  as security for Tenant's obligations under this Lease, all
rent and other  amounts  from any  Transfer,  and  Landlord,  as assignee and as
special  attorney-in-fact  for Tenant,  or a receiver  for Tenant  appointed  on
Landlord's  application,  may collect such rent and other amounts and apply them
toward  Tenant's  obligations  under this  Lease;  except  that,  unless  Tenant
defaults under this Lease,  Tenant shall have the right to collect such rent and
other amounts.  Any Transfer  documents  must contain the following  provisions,
which  provisions  whether  contained in such Transfer  documents or not,  shall
apply to such Transfer:  (1) Such Transfer  shall be subject and  subordinate to
all provisions of this Lease;  (2) No Proposed  Transferee shall be permitted to
enter into any Transfer without  Landlord's  prior written  consent;  and (3) At
Landlord's option, in the event of cancellation or termination of this Lease for
any reason or the surrender of this Lease, whether  voluntarily,  involuntarily,
by operation of law, or otherwise, prior to the expiration of such Transfer, the
Proposed  Transferee shall make full and complete attornment to Landlord for the
balance of the term of such Transfer.  Such attornment  shall be evidenced by an
agreement  in form and  substance  satisfactory  to Landlord  which the Proposed
Transferee  shall execute and deliver to Landlord within five days after request
by Landlord.  Tenant shall promptly reimburse Landlord for Landlord's reasonable
cost (less any  payment  made by Tenant  with  Landlord  as set forth  above) of
reviewing,  consenting to, rejecting and/or  consummating any proposed Transfer,
including, without limitation, reasonable attorneys' fees. Tenant shall promptly
pay to  Landlord  50 percent of all rents and other  consideration,  of whatever
nature, payable by the Proposed Transferee (or receivable by Tenant) pursuant to
any Transfer,  which exceed (A) if a sublease of a portion of the Premises,  the
portion  of the Base  Monthly  Rent  that is  allocable  to the  portion  of the
Premises subleased (such allocation based on the area of the portion subleased),
or (B) if any other  Transfer,  the Base  Monthly  Rent.  Landlord  may,  at its
election,  by giving written notice (the "Recapture Notice") to Tenant within 15
days after receipt of Tenant's Notice, notify Tenant that Landlord intends

                                       10
<PAGE>

to recapture the Premises and terminate this Lease. If Tenant notifies  Landlord
in  writing,  within  ten days after the giving of the  Recapture  Notice,  that
Tenant withdraws Tenant's Notice,  then Tenant shall be deemed to have withdrawn
Tenant's  request for Landlord's  consent to the proposed  Transfer and Landlord
shall  have no right to  recapture  the  Premises  and/or  terminate  this Lease
pursuant  to this  paragraph.  If Tenant  fails to notify  Landlord  in writing,
within 15 days after the giving of the Recapture  Notice,  that Tenant withdraws
Tenant's Notice (or if Tenant notifies Landlord in writing, within 15 days after
the giving of the  Recapture  Notice,  that  Tenant does not  withdraw  Tenant's
Notice),  then (if and to the extent  permitted  by  applicable  law) this Lease
shall  automatically  be deemed  terminated as of the  commencement or effective
date stated in  Tenant's  Notice for the  proposed  Transfer,  and Tenant  shall
surrender  possession  of the Premises as of such date.  Landlord's  giving of a
Recapture Notice shall not constitute  Landlord's  consent to Tenant's  proposed
Transfer.

     40.  Default.  The  occurrence of any of the following  shall  constitute a
material default and breach of this Lease by Tenant:

          40. 1. The vacating or abandoning of the Premises by Tenant.

          40.2.  Tenant's failure to make any payment of Rental as and when due,
where such  failure  shall  continue  for a period of three  days after  written
notice of such failure from Landlord to Tenant; provided, however, that any such
notice  shall be in lieu of, and not in addition to, any notice  required  under
applicable unlawful detainer statutes.

          40.3.  Tenant's failure to observe or perform any of the provisions of
this Lease to be observed or  performed by Tenant,  other than  described in the
preceding two  paragraphs  where such failure shall  continue for a period of 30
days after  written  notice of such failure from  Landlord to Tenant;  provided,
however,  that any such notice  shall be in lieu of, and not in addition to, any
notice  required  under  applicable  unlawful  detainer  statutes;  and provided
further,  however, that if the nature of Tenant's default is such that more than
30 days are  required  for its cure,  then  Tenant  shall not be deemed to be in
default if Tenant  commenced  such cure within such 30-day period and thereafter
diligently  prosecutes such cure to completion  within 75 days after  Landlord's
written notice.

          40.4.  Tenant's  failure to deliver to Landlord,  within 20 days after
Landlord's  written  request,  any  financial  statement  of Tenant  (including,
without  limitation,  a  current  annual  balance  sheet of  Tenant)  reasonably
requested  by  Landlord,  or if any  financial  statement  given to  Landlord by
Tenant,  or by any assignee,  subtenant,  or guarantor of Tenant,  is materially
false or evidences  that  Tenant's  net worth is  negative,  and Tenant fails to
furnish to  Landlord,  within ten days after  written  notice  from  Landlord to
Tenant,  with cash as an additional  security  deposit in an amount equal to the
aggregate  Rental  payable  under  this Lease for the six full  calendar  months
immediately preceding such notice.

          40.5.  The making by Tenant of any general  arrangement  or assignment
for the  benefit  of  creditors;  Tenant's  becoming  bankrupt,  insolvent  or a
"debtor" as defined in 11 U.S.C.  Section 101, or any successor statute (unless,
in the case of a petition  filed  against  Tenant,  such  petition is  dismissed
within 30 days after its original filing);  the institution of proceedings under
the  bankruptcy  or similar laws in which Tenant is the debtor or bankrupt;  the
appointing of a trustee or receiver to take possession of  substantially  all of
Tenant's  assets  located at the Premises or of Tenant's  interest in this Lease
(unless possession is restored to Tenant within 30 days after such taking);  the
attachment,  execution or  'Judicial  seizure of  substantially  all of Tenant's
assets  located at the Premises or Tenant's  interest in this Lease (unless such
attachment,  execution or judicial  seizure is  discharged  within 30 days after
such attachment,  execution or judicial seizure); or, if Tenant is a partnership
or consists of more than one person or entity,  any partners of the  partnership
or any such other  person or entity  becoming  bankrupt or insolvent or making a
general arrangement or assignment for the benefit of creditors.

     41.  Landlord's  Remedies.  Landlord  shall have the following  remedies if
Tenant  commits a default or breach  under this Lease;  these  remedies  are not
exclusive,  but are cumulative in addition to any remedies provided elsewhere in
this Lease, or now or later allowed by law or in equity.

          41.1.  Continuation of Lease. No act by Landlord  (including,  without
limitation,  the acts set  forth in the  succeeding  sentence)  shall  terminate
Tenant's right to possession  unless  Landlord  notifies  Tenant in writing that
Landlord elects to terminate  Tenant's right to possession.  As long as Landlord
does not terminate Tenant's right to possession,  Landlord may (i) continue this
Lease in effect,  (ii)  continue to collect  Rental when due and enforce all the
other provisions of this Lease,  (iii) enter the Premises and relet them, or any
part of them, to third  parties for Tenant's  account,  for a period  shorter or
longer than the remaining term of this Lease, and (iv) have a receiver appointed
to collect Rental and conduct Tenant's business. Tenant shall immediately pay to
Landlord  all  costs  Landlord  incurs  in such  reletting,  including,  without
limitation,  brokers'  commissions,   attorneys'  fees,  advertising  costs  and
expenses of remodeling the Premises for such reletting.  Landlord has the remedy
described in California  Civil Code Section 1951.4 (which provides that Landlord
may continue  the Lease in effect  after  Tenant's  breach and  abandonment  and
recover  rent as it  becomes  due,  if Tenant has the right to sublet or assign,
subject only to reasonable limitations).

          41.2.  Rent from  Reletting . If  Landlord  elects to relet all or any
portion of the Premises as permitted  above,  rent that  Landlord  receives from
such  reletting  shall be applied to the payment of, in the following  order and
priority,  (i) any indebtedness  from Tenant to Landlord other than Base Monthly
Rent due from Tenant, (ii) all costs incurred by Landlord in such reletting, and
(iii) Base  Monthly Rent due and unpaid under this Lease.  After  applying  such
payments as referred to above, any sum remaining from the rent Landlord receives
from such  reletting  shall be held by Landlord and applied in payment of future
Base Monthly  Rent as it becomes due under this Lease.  In no event shall Tenant
be entitled to any excess rent received by Landlord.

          41.3.  Termination  of  Tenant's  Right to  Possession.  Landlord  may
terminate Tenant's right to possession of the Premises at any time, by notifying
Tenant  in  writing  that  Landlord  elects  to  terminate   Tenant's  right  to
possession. On termination of this Lease, Landlord has the right to recover from
Tenant (i) the worth at the time of the award of the unpaid  Base  Monthly  Rent
which  had been  earned at the time of such  termination,  (ii) the worth at the
time of the award of the  amount by which the  unpaid  Base  Monthly  Rent which
would have been earned after such  termination  until the time of award  exceeds
the amount of such loss of Base Monthly Rent that Tenant  proves could have been
reasonably  avoided,  (iii) the worth at the time of the award of the  amount by
which the unpaid Base Monthly Rent for the balance of the Term after the time of
award (had there been no such  termination)  exceeds  the amount of such loss of
Base Monthly Rent that Tenant proves could be reasonably  avoided,  and (iv) any
other amount  necessary to  compensate  Landlord for all  detriment  proximately
caused by

                                       11
<PAGE>

Tenant's  failure to  perform  Tenant's  obligations  under this Lease or in the
ordinary  course of things would be likely to result  therefrom.  The ..Worth at
the time of the award" of the amounts  referred to in Clauses (i) and (ii) above
is to be computed by allowing  interest at the Default Rate, as set forth above,
or if no Default Rate is set forth above,  then at the maximum rate permitted by
applicable  law. The "worth at the time of the award" of the amount  referred to
in Clause  (iii)  above is to 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.

          41.4.  Landlord's Right to Cure Default.  Landlord,  at any time after
Tenant fails to perform any  obligation or duty of Tenant under this Lease,  may
cure such failure at Tenant's  sole cost.  If Landlord at any time, by reason of
Tenant's  failure to  perform,  pays any sum or does any act that  requires  the
payment of any sum (plus a supervisory  fee of 15 percent of such sum), such sum
shall be due  immediately  from Tenant to Landlord at the time such sum is paid,
and shall be deemed additional rent under this Lease.

          41.5.  Enforcement  Costs. All costs and expenses incurred by Landlord
in connection  with  collecting any amounts and damages owing by Tenant pursuant
to the  provisions  of this Lease,  or to enforce any  provision  of this Lease,
including reasonable  attorneys' fees, whether or not any action is commenced by
Landlord,  shall be paid by Tenant to Landlord  upon demand.  If Tenant fails to
timely pay any  amount  due under this  paragraph,  then  (without  curing  such
default) interest at the Default Rate shall accrue (and be immediately  payable)
on such overdue amounts until it is paid.

          41.6. Interest and Late Charges. Late payment by Tenant to Landlord of
Rental will cause Landlord to incur costs not  contemplated  by this Lease,  the
exact amount of which would be impracticable or extremely difficult to fix. Such
costs  include,  without  limitation,   processing,  collection  and  accounting
charges,  and late  charges  that may be imposed on Landlord by the terms of any
deed of trust covering the Premises. Therefore, if any Rental is not received by
Landlord  within five days of its due date,  then,  without any  requirement for
notice to Tenant,  Tenant shall pay to Landlord an additional sum of ten percent
of such overdue amount as a late charge.  Such late charge represents a fair and
reasonable  estimate of the costs that Landlord will incur by reason of any late
payment  by  Tenant,  and  therefore  this  paragraph  is  reasonable  under the
circumstances  existing at the time this Lease is made.  Acceptance of such late
charge by  Landlord  shall not  constitute  a waiver of  Tenant's  default  with
respect to such overdue amount,  nor prevent Landlord from exercising any of the
other rights and remedies available to Landlord under this Lease. In addition to
the late charge payable by Tenant,  as provided above, if any such Rental is not
paid  within 30 days of the date such Rental was due,  then Tenant  shall pay to
Landlord  interest on such overdue  Rental at the Default  Rate.  Such  interest
shall additionally accrue and be payable by Tenant relative to any other amounts
payable by Tenant to Landlord  under the  provisions of this Lease which are not
paid when due.

          41.7.  Waiver.  No delay or omission  in the  exercise of any right or
remedy of Landlord in the event of any default by Tenant shall impair such right
or remedy or be construed as a waiver. The receipt and acceptance by Landlord of
delinquent  Rental shall not  constitute a waiver of any default  other than the
particular  Rental payment  accepted.  Landlord's  receipt and  acceptance  from
Tenant,  on any date (the "Receipt Date"),  of an amount less than Rental due on
such Receipt Date,  or to become due at a later date but  applicable to a period
prior to such Receipt Date,  shall not release  Tenant of its  obligation (i) to
pay the full amount of such Rental due on such  Receipt Date or (ii) to pay when
due the full amount of such Rental to become due at a later date but  applicable
to a  period  prior  to  such  Receipt  Date.  No act or  conduct  of  Landlord,
including,  without  limitation,,  the  acceptance  of the keys to the Premises,
shall  constitute  an acceptance by Landlord of the surrender of the Premises by
Tenant before the Expiration Date. Only a written notice from Landlord to Tenant
stating  Landlord's  election to terminate  Tenant's  right to possession of the
Premises  shall  constitute  acceptance  of the  surrender  of the  Premises and
accomplish a termination of this Lease. Landlord's consent to or approval of any
act by Tenant  requiring  Landlord's  consent or approval shall not be deemed to
waive or render  unnecessary  Landlord's  consent to or approval of any other or
subsequent  act by Tenant.  Any waiver by  Landlord  of any  default  must be in
writing and shall not be a waiver of any other  default  concerning  the same or
any other  provision of this Lease.  Tenant hereby waives any rights  granted to
Tenant under California Code of Civil Procedure  Section 1179,  California Civil
Code Section  3275,  and/or any  successor  statute(s).  Tenant  represents  and
warrants  that if Tenant  breaches  this Lease and,  as a result,  this Lease is
terminated,  Tenant  will not  suffer  any  undue  hardship  as a result of such
termination   and,  during  the  Term,  will  make  such  alternative  or  other
contingency  plans to provide for its vacation of the Premises and relocation in
the event of such  termination.  Tenant  acknowledges  that Tenant's waivers set
forth in this paragraph are a material part of the  consideration for Landlord's
entering  into this Lease and that  Landlord  would not have  entered  into this
Lease in the absence of such waivers.

     42, Subordination and Attornment. This Lease and Tenant's rights under this
Lease are subject and subordinate to any Mortgage,  ground lease " or underlying
lease,  and to all renewals,  modifications,  consolidations,  replacements,  or
extensions thereof, now or hereafter e affecting the Premises. The provisions of
this  paragraph  shall  be   self-operative,   and  no  further   instrument  of
subordination shall be required. In confirmation of such subordination, however,
Tenant shall promptly  execute and deliver any  instruments  that Landlord,  any
Lender, or the lessor of any ground or underlying lease, may request to evidence
such subordination.  Tenant hereby irrevocably constitutes and appoints Landlord
as Tenant's special  attorney-in-fact  to execute and deliver such  instruments.
Notwithstanding the preceding provisions of this paragraph, if any ground lessor
or Lender  elects to have this Lease  prior to the lien of its  ground  lease or
Mortgage,  and gives written  notice  thereof to Tenant that this Lease shall be
deemed prior to such ground lease or Mortgage, whether this Lease is dated prior
or  subsequent  to the date of such ground  lease or  Mortgage,  then this Lease
shall be deemed to be prior to the lien of such  ground  lease or  Mortgage  and
such ground lease or Mortgage  shall be deemed to be  subordinate to this Lease.
If any Lender,  or the lessor of any ground or  underlying  lease  affecting the
Premises,  shall  hereafter  succeed to the rights of Landlord under this Lease,
whether by  foreclosure,  deed in lieu of foreclosure,  or other-wise,  then (i)
such  successor  landlord  shall not be subject to any offsets or defenses which
Tenant might have against  Landlord,  (ii) such successor  landlord shall not be
bound by any  prepayment by Tenant of more than one month's  installment of Base
Monthly Rent or any other Rental,  (iii) such  successor  landlord  shall not be
subject to any liability or  obligation  of Landlord  except those arising after
such  succession,  (iv) Tenant  shall  attorn to and  recognize  such  successor
landlord  as  Tenant's  landlord  under this Lease,  (V) Tenant  shall  promptly
execute and deliver  any  instruments  that may be  necessary  to evidence  such
attornment, (vi) Tenant hereby irrevocably appoints Landlord (and such successor
landlord)  as Tenant's  special  attorney-in-fact  to execute  and deliver  such
instruments  on behalf of  Tenant,  and (vii) upon such  attornment,  this Lease
shall continue in effect as a direct lease between such  successor  landlord and
Tenant upon and  subject to A of the  provisions  of this  Lease.  If any Lender
requests reasonable amendment(s) to this Lease at any time during the Term, then
Tenant  shall not  unreasonably  withhold or delay its  written  consent to such
amendment(s).

                                       12
<PAGE>

     43. Estoppel Certificates.

          43. 1.  Within ten days  after  notice  from  Landlord,  Tenant  shall
execute and deliver to Landlord,  in recordable  form,  an estoppel  certificate
stating (i) that this Lease is  unmodified  and in full force and effect,  or in
full  force and  effect as  modified,  and  stating  A  modifications,  (11) the
then-current  Base Monthly Rent,  (iii) the dates to which Base Monthly Rent has
been paid in advance,  (iv) the amount of any security deposit,  prepaid rent or
other payment constituting Rental which has been paid, (v) whether or not Tenant
or  Landlord  is in default  under this  Lease,  and (vi) such other  matters as
Landlord shall reasonably request.  Tenant's failure to deliver such certificate
within such ten-day  period shall be  conclusive  upon Tenant for the benefit of
Landlord,  and any  successor  in interest to Landlord,  that,  except as may be
represented by Landlord,  this Lease is unmodified and in full force and effect,
no Rental has been paid more than 30 days in  advance,  and  neither  Tenant nor
Landlord is in default  under this Lease.  Tenant  irrevocably  constitutes  and
appoints  Landlord as its special  attorney-in-fact  to execute and deliver such
certificate  to any third  party if Tenant  fails to  deliver  such  certificate
within such ten-day period.

          43.2. In addition to Tenant's  obligation to provide  Landlord with an
estoppel  certificate as set forth in Paragraph 43.1, above,  Landlord agrees to
execute and deliver to Tenant,  upon written  request,  an estoppel  certificate
indicating  that this Lease is unmodified  and 'in full force and effect,  or in
full force and effect as  modified,  stating all  modifications,  as well as the
then-current  Base  Monthly  Rent (and the dates to which Base  Monthly Rent has
been paid), and whether or not, to the best of Landlord's  knowledge,  Tenant is
in default under this Lease.

     44. Brokers.  Tenant  represents that,  except for CAL-WEST REAL ESTATE, no
real estate broker, agent, finder, or other person is responsible bringing about
or negotiating  this Lease and Tenant has not dealt with any real estate broker,
agent,  finder,  or other person,  relative to this Lease in any manner.  Tenant
hereby indemnifies  Landlord against all liabilities,  damages,  losses,  costs,
expenses,  attorneys'  fees and claims  arising from any claims that may be made
against  Landlord by any real estate  broker,  agent,  finder,  or other  person
(other than as set forth above),  alleging to have acted on behalf of or to have
dealt with Tenant.

     45. Easements. Landlord may, at its election, from time to time, grant such
casements, rights and dedications,  and cause the recordation of parcel maps and
restrictions,  provided such easements,  rights,  dedications,  parcel maps, and
restrictions  do not  unreasonably  interfere  with the use of the  Premises  by
Tenant.  Tenant shall  promptly sign any documents or  instruments to accomplish
the foregoing upon request by Landlord.  Tenant irrevocably appoints Landlord as
Tenant's  special  attorney-in-fact  to execute and deliver  such  documents  or
instruments on behalf of Tenant if Tenant refuses or fails to do so.

     46. Limitations on Landlord's Liability.  If Landlord is in default of this
Lease, and as a consequence  Tenant recovers a money judgment against  Landlord,
such judgment  shall be satisfied only out of the proceeds of sale received upon
execution of such  judgment and levy against the right,  title,  and interest of
Landlord  in the Real  Property,  and out of rent or other  income from the Real
Property receivable by Landlord or out of the consideration received by Landlord
from the  sale or other  disposition  of all or any  part of  Landlord's  right,
title,  and  interest in the Real  Property.  Neither  Landlord nor the partners
comprising Landlord (if any) shall be personally liable for any deficiency.

     47. Sale or Transfer  of  Premises.  If  Landlord  sells or  transfers  any
portion of the  Premises,  Landlord,  on  consummation  of the sale or transfer,
shall be released from any liability  thereafter  accruing under this Lease.  If
any  security  deposit or prepaid  rent has been paid by  Tenant,  Landlord  may
transfer   the   security    deposit   and/or   prepaid   rent   to   Landlord's
successor-in-interest and on such transfer Landlord shall be discharged from any
further liability arising from the security deposit or prepaid rent.

     48. Quitclaim Dee . Tenant shall execute and deliver to Landlord,  promptly
on Landlord's  request on or after the Expiration  Date, a quitclaim deed to the
Premises, in recordable form, designating Landlord as transferee.

     49. No Merger. The voluntary or other surrender of this Lease by Tenant, or
a mutual  cancellation  of this Lease,  or a termination by Landlord,  shall not
work a merger,  and shall,  at the option of  Landlord,  terminate  any existing
subleases  or may,  at the  option of  Landlord,  operate  as an  assignment  to
Landlord of any such subleases.

     50. Attorneys' Fees. In the event any litigation,  arbitration,  mediation,
or other proceeding ("Proceeding") is initiated by any party against any r party
to enforce,  interpret or otherwise obtain judicial or quasi-judicial  relief in
connection with this Lease,  the prevailing  party in such  Proceeding  shall be
entitled to recover from the unsuccessful party all costs,  expenses, and actual
attorneys'  fees relating to or arising out of such  Proceeding  (whether or not
such  Proceeding  proceeds to  judgment),  and any  post-judgment  or post-award
proceeding including,  without limitation,  one to enforce any judgment or award
resulting from any such  Proceeding.  Any such judgment or award shall contain a
specific  provision for the recovery of all such  subsequently  incurred  costs,
expenses, and actual attorneys' fees.

     51.  Miscellaneous.  This  Lease  shall be  governed  by and  construed  in
accordance with the laws of the state in which the Premises are located.  If the
Premises are located outside of California, then the references in this Lease to
California  statutes (such as California Civil Code Sections  1932(2),  1933(4),
1941, 1942, 3143,  3262, and 3275,  California Code of Civil Procedure  Sections
1179 and 1265.130,  and California Health and Safety Code Section 25359.7) shall
be deemed to  include  any  relevant  statute of the  jurisdiction  in which the
Premises  are  located  that is  comparable  to such  California  statutes.  For
purposes  of venue and  jurisdiction,  this Lease shall be deemed made and to be
performed in the City of San Diego,  California (whether or not the Premises are
located in San Diego,  California).  This Lease may be executed in counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute one document. Whenever the context so requires, all words used in the
singular  shall be  construed  to have been used in the plural (and vice versa),
each  gender  shall be  construed  to include  any other  genders,  and the word
"person" shall be construed to include a natural person, a corporation,  a firm,
a partnership,  a joint venture,  a trust,  an estate or any other entity.  Each
provision  of this Lease shall be valid and  enforceable  to the fullest  extent
permitted  by law. If any  provision  of this Lease or the  application  of such
provision  to any person or  circumstance  shall,  to any extent,  be invalid or
unenforceable, the remainder of this Lease, or the application of such provision
to persons or  circumstances  other than those as to which it is held invalid or
unenforceable,  shall not be affected by such  invalidity  or  unenforceability,
unless such provision or such application of such provision is essential to this
Lease.  This Lease shall become  effective  when it has been executed by each of
Landlord and Tenant. Subject to any restriction on transferability  contained in
this Lease,  this Lease shall be binding  upon and shall inure to the benefit of
the

                                       13
<PAGE>

successors-in-interest  and assigns of each party to this Lease. Nothing in this
paragraph shall create any rights  enforceable by any person not a party to this
Lease, except for the rights of the  successors-in-interest  and assigns of each
party to this Lease,  unless such rights are expressly  granted in this Lease to
other specifically  identified  persons.  The headings of the paragraphs of this
Lease have been  included only for  convenience,  and shall not be deemed in any
manner to modify or limit any of the provisions of this Lease, or be used in any
manner  in the  interpretation  of this  Lease.  Time and  strict  and  punctual
performance  are of the essence  with  respect to each  provision of this Lease.
This Lease  contains  the entire  agreement  between  Landlord  and Tenant  with
respect  to the  subject  matter of this  Lease,  is a  complete  and  exclusive
statement  of  the  terms  of  such   agreement,   and   supersedes   all  prior
understandings, agreements, representations and warranties, if any, with respect
to such  subject  matter.  All  notices  or  other  communications  required  or
permitted  to be given to Tenant or  Landlord  shall be in writing  and shall be
personally  delivered,  sent by certified mail, postage prepaid,  return receipt
requested, or sent by an overnight express courier service that provides written
confirmation  of  delivery,  to Tenant at the  Premises  and to  Landlord at its
address as set forth in the  introductory  paragraph  of this  Lease.  Each such
notice or other communication shall be deemed given, delivered and received upon
its actual  receipt,  except that if it is sent by mail in accordance  with this
paragraph,  then it shall be deemed  given,  delivered  and received  three days
after the date such notice or other  communication  is deposited with the United
States Postal Service in accordance with this paragraph.  Landlord or Tenant may
give a notice of a change of its  address to the other.  If more than one person
is Tenant,  then the  obligations  of Tenant under this Lease shall be the joint
and several obligations of each of such persons; provided, however, that any act
or  signature  of one or more of any of such  persons  and any  notice or refund
given to or served on any one of such persons  shall be fully binding on each of
such persons. All provisions,  whether covenants or conditions,  to be performed
or observed by Tenant shall be deemed to be both covenants and  conditions.  All
payments  to be made by Tenant to  Landlord  under this Lease shall be in United
States currency.

     52.   Additional   Provisions.   Attached   Paragraph(s)  Exhibits A-I  are
incorporated in this Lease by this reference.

LANDLORD:                          HELF INVESTMENTS, A CALIFORNIA PARTNERSHIP

                                   By:

                                   Its:

TENANT:                            PARAMARK ENTERPRISES, INC.,
                                   a DELAWARE CORPORATION

                                   By:/s/ Alan S. Gottlich

                                   Its: President and CFO

                                       14

<PAGE>
                                  Exhibit "A"

                              Description of Land

ALL LAND LOCATED UNDER 1919 FRIENDSHIP DRIVES, EL CAJON, CALIFORNIA.





<PAGE>

                                   Exhibit "B"
                             Description of Premises

1919 FRIENDSHIP DRIVE, SUITE B. EL CAJON, CALIFORNIA 92020





<PAGE>

                                   Exhibit "C"
                                Landlord's Work

"NONE" TENANT TAKES PREMISES IN ITS NOW "AS-IS" CONDITION.




<PAGE>

                                  Exhibit "D"

                                    Expenses

     1.  Salaries,  wages,  medical  benefits,  insurance  (including,   without
limitation,  group life and  disability  insurance),  union and general  welfare
benefits, pension payments,  payroll taxes, workers' compensation,  uniforms and
related  expenses  for  all  personnel   involved  in  the  operation,   repair,
replacement,  maintenance,  and management of the Project  (including a pro rata
share of such expenses for employees of Landlord who do not work  exclusively at
the Project).

     2. All cost and expenses relating to general  maintenance and repair of the
Project, including,  without limitation, and, among other things, the driveways,
asphalt,  and concrete surfaces,  the structural  components of the improvements
located within the Project, including the roof, painting, landscaping (including
irrigational sprinkler systems), window cleaning,  janitorial and other cleaning
services, pest and termite control and removal, landscape services, and security
services, if any. Supplies (including,  without limitation,  cleaning supplies),
and tools and other materials, and sales and other taxes on such items.

     3. The cost of keeping the  parking  area in Good  Condition  and free from
litter,  dirt,  debris,  and other  obstructions,  and keeping all  lighting and
signage serving the Project in Good Condition and fully operating.

     4.  The   cost  of  all   gas,   oil,   electricity,   heat,   ventilation,
air-conditioning,  water, sewage disposal, refuse collection and disposal, steam
for  heating,  and other  services  and  utilities  serving the Project (but not
individual  tenants),   together  with  any  taxes  on  such  utilities,  refuse
collection and disposal, and water and sewer charges, and the maintenance of all
components,  systems,  and  apparatus by which such  utilities  and services are
provided.

     5. All Insurance Expenses including,  without limitation,  premiums, costs,
expenses and deductibles (or similar costs or charges) of and/or with respect to
insurance Landlord maintains,  including,  without limitation,  public liability
and property damage insurance, fire and extended coverage insurance,  boiler and
machinery   insurance,   flood   insurance,   earthquake   insurance,   business
interruption insurance, rent insurance,  fidelity insurance,  and/or plate-glass
insurance.

     6.  Whether  or  not  capitalized  under  generally   accepted   accounting
principles,  the cost of operation,  maintenance,  repairs,  and replacements of
electrical fixtures,  lighting,  wiring and electrical systems, meters, heating,
ventilating  and  air-conditioning  equipment  and  systems,  pipes and plumbing
systems, structural items, walls, roofs, elevators, parking lots, driveways, and
other  paved  areas,  life  and/or  property  protection   (including,   without
limitation,  sprinklers)  systems,  window washing  equipment,  and/or any other
portions of the Real Property.

     7. The cost of, and/or the cost of the rental of, together with the cost of
the  installation  of, any security or other system used in connection with life
or property protection (including, without limitation, all machinery, electronic
systems, and other equipment comprising any part of such systems).

     8.  Whether  or  not  capitalized  under  generally   accepted   accounting
principles,  costs for alterations and  improvements  made by reason of the laws
and requirements of any public  authorities and/or the requirements of insurance
bodies or Landlord's insurer, and costs of capital improvements,  equipment,  or
machinery  installed for the purpose of reducing energy  consumption or reducing
other Lease  Expenses set forth in this  Exhibit or set forth  elsewhere in this
Lease (including, without limitation,  Insurance Expenses, if applicable), which
costs shall be amortized over five years.

     9. Reasonable legal, accounting, and other professional fees.

     10. Reserves,  as reasonably  determined by Landlord,  for any of the items
set  forth  above to be  incurred  in a  subsequent  year  and/or  for any Lease
Expenses set forth elsewhere in this Lease to be incurred in a subsequent  year,
including, without limitation, reserves for maintenance and replacement expenses
to be  incurred  in  subsequent  years for roofs,  parking  lots and other paved
surfaces,  HVAC, and other portions of the Real Property, which reserves in each
case shall be based upon the projected cost of such  maintenance and replacement
expense  divided by the number of years until such  maintenance  and replacement
expense is projected to occur, as reasonably determined by Landlord.

     11. To the extent not  exceeding  the greater of five  percent of the gross
rental  income  of the Real  Property  or ten  percent  of the sum of the  Lease
Expenses  (including,  without  limitation,  Real Property Taxes,  and Insurance
Expenses), an amount for management fees or, if no managing agent is employed by
Landlord,  a sum in  lieu of  management  fees  which  is not in  excess  of the
then-prevailing  rates for management fees of comparable projects in the area or
region in which the Premises are located.

     12. All other charges  properly  allocable in  accordance  with real estate
accounting  practices  customarily  used in the  area or  region  in  which  the
Premises are located.
<PAGE>

                                  Exhibit "E"

                                     Rules

     1. Tenant, and Tenant's Invitees,  shall neither loiter in the entrances or
corridors  of the  Project,  nor in any way  obstruct  the  sidewalks,  entries,
passages,  halls,  stairways (if any) and elevators (if any) of the Project, and
shall use the same only as  passageways  and means of  passage to and from their
respective offices.

     2.  Elevators  of the  Project,  if any,  shall not be used  during  normal
business hours for the moving or  transporting of freight,  furniture,  business
equipment,  merchandise and/or bulky matter.  Such moving and transporting shall
be performed only upon Landlord's prior written consent.

     3. All  trash,  refuse,  and waste  materials  shall be stored in  adequate
containers and regularly  removed from the Premises.  These containers shall not
be  visible to the  general  public  and shall not  constitute  a health or fire
hazard or nuisance to any tenant.

     4. Tenant and Tenant's Invitees shall not use any Parking Area for anything
but parking motor  vehicles.  All motor  vehicles  shall be parked in an orderly
manner within the painted lines defining the individual  parking spaces.  During
peak  periods of  business  activity,  Landlord  may,  at its  election,  impose
limitations  in all or parts of any  Parking  Area as to the  length of time for
parking  use.  Tenant  and  Tenant's  Invitees  shall not use any area for motor
vehicle parking except the areas  specifically  designated for employee  parking
for the  particular  period  of time the use is to be  made.  Tenant  shall  not
designate an area for employee  parking except any area designated in writing by
Landlord.

     5. No person shall use any utility area,  truck loading area, or other area
reserved for use in  conducting  business,  except for the specific  purpose for
which permission to use such area has been given.

     6. Without the prior written  consent of Landlord,  no person shall use any
of the Common Area for any of the following:

          6. 1. Vending, peddling, soliciting orders for sale or distributing of
any merchandise, device, service, periodical, book, pamphlet, or other matter.

          6.2.  Exhibiting or distributing any sign,  placard,  banner,  notice,
circular, booklet, handbill, or other material.

          6.3. Soliciting membership in any organization,  group, or association
or soliciting contributions for any purpose.

          6.4. Parading, patrolling,  picketing,  demonstrating,  or engaging in
conduct that might  interfere  with the use of the Common Area or be detrimental
to any of the business establishments in the Project.

          6.5.  Using the Common Area for any purpose  when none of the business
establishments in the Project is open for business.

          6.6.  Discarding any paper,  glass, or extraneous  matter of any kind,
except in designated receptacles.

     7. Landlord shall prescribe the weight,  size and position of all equipment
or objects weighing more than 500 pounds brought into the Project,  and also the
times of  moving in and out of the  Project;  and all such  moving  must be done
under the supervision of Landlord. Landlord will not be responsible for any loss
of or damage to any such  equipment  or objects  from any cause;  but all damage
done to the Project by moving or maintaining any such equipment or objects shall
be repaired at the expense of Tenant.

     8.  Two  keys  will be  furnished  by  Landlord  for  every  store  and any
additional  key required  must be obtained from  Landlord.  Tenant shall deposit
with  Landlord  $25.00 for each key  furnished  by  Landlord.  All keys shall be
surrendered to Landlord on the Expiration Date. Tenant will not change any locks
without Landlord's prior written consent.

     9. Landlord's  employees shall not perform any work nor do anything outside
their  regular  duties  unless  under  special  instructions  from  Landlord  or
Landlord's designated agent, and no such employee shall admit any person (Tenant
or  otherwise)  to any store  without  instructions  from Landlord or Landlord's
agent.

     10.  Landlord  may  prohibit any  supplier  from making  deliveries  to the
Project because of undesirable  conduct of  deliverymen,  such as the parking of
delivery vehicles contrary to Landlord's instructions.

     11. At any time  while a  watchman  is in charge  of the  Project,  persons
entering or leaving the Project may be  questioned  by the  watchman as to their
business in the Project;  and anyone not  satisfying  the watchman of his or her
right to enter the Project may be excluded by the watchman.

     12.  Tenant  shall not use, or connect  with the  electrical  system of the
Project,  any more lights than are provided for in each room on the Commencement
Date,  or any  electric  lights or  fixtures  of higher  candle  power  than are
provided for in each room on the  Commencement  Date, or any fan, motor or other
apparatus, without Landlord's prior written consent.

     13. Tenants,  and Tenant's  Invitees,  shall observe  faithfully and comply
strictly with these rules and such other rules as Landlord may from time to time
adopt for the  Premises or the Common Area in  Landlord's  absolute  discretion.
Tenant shall cause its Tenants' Representatives to observe faithfully and comply
strictly with all of such rules.
<PAGE>
                                    EXHIBIT F

                       ARTICLE 13: SUBJECT TO MASTER LEASE

          Section  13.01  Master  Lease and  Sublease.  This Lease is a Sublease
under and shall be subject and  subordinate  to (1) a master  Lease (the "Master
Lease") dated  October 18, 1983 between the County of San Diego, as lessor,  and
HELF PROPERTIES,  INC., a California corporation,  as lessee, which Master Lease
is also  known as County or San Diego  Contract  No.  7052R and (ii) a  Sublease
dated January 1, 1984 between HELF PROPERTIES,  INC., a California  corporation,
as sublessor, and HELF Investments, as Sublessee.

          Section  13.02  Definitions.  For purposes or sections  13.03  through
13.06 only, the following definitions shall apply:

          (a)       "Sublease" shall mean this Lease;
          (b)       "Sublessee" shall mean Tenant;
          (C)       "Sublessor" shall mean Landlord
          (d)       "Subleased  Premises" shall mean the Premises;
          (e)       "County" shall mean the County of San Diego; and
          (f)       all  other  Undefined   capitalized  terms  shall  have  the
                    meanings assigned to them in the Master Lease.

          Section  13.03  Indemnification.  Sublessee  shall  indemnify and save
harmless  County,  of San Diego,  its officers,  agents,  and employees from and
against any and all claims, demand,  liabilities,  or loss of any kind or nature
which the County,  its officers,  agents,  or employees may sustain or incur, or
which  may be  imposed  upon  them or any of them for  injury  to,  or death of,
persons or damage to property,  as a result of, arising out of, or in any manner
connected with this Sublease or with occupancy and use of the subleased premises
by Sublessee, its officers, agents, employees,  licensees,  patrons, or visitors
Sublessee  agrees  to pay any and all  costs  and  expenses,  including  but not
limited to, court costs and reasonable  attorneys fees incurred by County of any
such claims, demands, or liabilities.

          Section 13.04  Insurance.  Sublessee  agrees to provide  County with a
Certificate  of Public  Liability  and  Property  Damage  insurance in an amount
satisfactory to the Lease Administrator, but in no event less than:

          (a)       $500,000 bodily injury each person,
          (b)       $ 1,000,000 bodily injury each occurrence, and
          (c)       $100,000  property  damage or
                    $1,000,000  combined  single limit in lieu of above,
          (d)       Worker's compensation to statutory limits.

          Section  13.05  Provisions  Constituting'  Sublease.  The  Sublease is
subject  to all of the  terms  and  conditions  of the  Master  Lease  including
Gillespie Field Development Standards and Performance Standards. Sublessee shall
assume and perform the obligations of sublessor and lessee in said Master Lease,
to the extent said terms and conditions are applicable to the premises subleased
pursuant to this Sublease.  Sublessee shall not commit or permit to be committed
on the Premises any act or omission which shall violate any term or condition of
the Master Lease.  In the event of the  termination of  Sublessor's  interest as
Lessee under the Master Lease for any reason, then this Sublease shall terminate
coincidently  therewith  without  any  liability  or  Sublessor  and  County  to
SUblessee.

          Section 13.06 Federal Aviation Administration Requirements.

          (a) Sublessee for itself, its personal representatives,  Successors in
interest,  and  assigns,  as a part of the  consideration  hereof,  does  hereby
covenant  and , agree  that (1) no  person on the  grounds  of race,  color,  or
national origin shall be exclude from participation,  denied the benefits of, or
be otherwise subjected to discrimination in the use of said facilities; (2) that
in the

<PAGE>
construction  of any  improvements  on,  over,  or  under  such  land,  and  the
furnishing  of services  thereon,  no person on the grounds of race,  color,  or
national origin shall be excluded from participation in, denied the benefits of,
or otherwise be subjected to  discrimination;  and (3) that Sublessee  shall use
the premises in compliance with all other requirements imposed by or pursuant to
Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A,
Office  of the  Secretary,  Part  21,  Nondiscrimination  in  Federally-assisted
programs of the  Department  of  Transportation-Effectuation  of Title VI of the
Civil Rights Act of 1964, and as said Regulations may be amended.

     (b)  That in the  event of  breach  of any of the  above  nondiscrimination
covenants, County shall have the right to terminate the Lease and to reenter and
repossess  said land and the  facilities  thereon,  and hold the same as if said
Lease had never been made or issued.

     (c) Sublessee shall furnish its  accommodations  and/or services on a fair,
equal and not unjustly  discriminatory  basis to all users  thereof and is shall
charge fair, reasonable and not unjustly  discriminatory prices for each unit or
service,  PROVIDED  THAT  Sublessee  may  be  allowed  to  make  reasonable  and
nondiscriminatory  discounts,  rebates or other similar type of price reductions
to volume purchasers.

     (d)  Non-compliance  with  Provision (c) above shall  constitute a material
breach  thereof and in the event of such  non-compliance  County  shall have the
right to terminate  this Lease and the estate hereby created  without  liability
therefore or at the election of County or the United  States either or both said
Governments shall have the right to judicially  enforce  Provisions (a), (b) and
(c).

     (e) Sublessee assures that it will undertake an affirmative  action program
as required by 14 CFR Part 152, Subpart E, to insure that no person shall on the
grounds  of  race,  creed,  color,  national  origin,  or sex be  excluded  from
participating in any employment  activities  covered in 14 CFR Part 152, Subpart
E.  Sublessee  assures  that no person  shall be excluded on these  grounds from
participating  in or  receiving  the  services  or  benefits  of any  program or
activity  covered by this subpart.  Sublessee  assures that it will require that
its covered suborganizations provide assurances to Sublessee that they similarly
will undertake  affirmative action programs and that they will require assurance
form their  suborganizations,  as required by 14 CFR Part 152,  Subpart E to the
same effect.

<PAGE>

                                  Exhibit "G"

               Prohibition Against Asbestos-Containing Materials

     Tenant shall not allow or permit any materials  which  contain  asbestos in
any form or concentration ("Asbestos-Containing Materials") to be used or stored
in the Premises or used in the  construction of any  improvements or alterations
to the Premises, including without limitation building or construction materials
and supplies.  Such  prohibition  against  Asbestos-Containing  Materials may be
considered safe or approved for use by a manufacturer, supplier, or governmental
authority,  or by common use or practice.  Landlord  shall have the right,  upon
reasonable  notice,  to enter upon and conduct  inspections  of the  Premises to
determine Tenant's  compliance with this paragraph.  If Tenant allows or permits
Asbestos-Containing  Materials  to be used or stored in the  Premises or used in
the construction of any improvements or alterations to the Premises,  (a) Tenant
shall, upon notice from Landlord,  immediately  remove such  Asbestos-Containing
Materials  at  Tenant's  sole  cost,  (b) such  removal  shall  comply  with all
applicable  laws,  regulations,  and  requirements  concerning  asbestos and the
removal  and  disposal  of  Asbestos-Containing   Materials,  (c)  Tenant  shall
reimburse  Landlord for all expenses  incurred in connection with any inspection
of the Premises  conducted by Landlord,  and (d) unless  Tenant  completes  such
removal  within  30 days  after  notice  from  Landlord,  Landlord  may,  at its
election,  do either or both of the  following:  (i) declare Tenant in breach of
this Lease and terminate this Lease upon 10 days prior written notice to Tenant,
and (ii)  remove and  dispose of the  Asbestos-Containing  Materials  and obtain
reimbursement from Tenant for the cost of such removal and disposal.

     Tenant  shall  indemnify  Landlord  and  Landlord's  directors,   officers,
employees and agents, against all costs,  liability,  expenses,  penalties,  and
claims for damages, including without limitation litigation costs and attorneys'
fees,  arising from (A) the presence of  Asbestos-Containing  Materials upon the
Premises,  to the extent  that such  Asbestos-Containing  Materials  are used or
stored  in the  Premises  or used in the  construction  of any  improvements  or
alterations   to  the  Premises  by  Tenant  or  Tenant's   agents,   employees,
representatives,  or  independent  contractors,  (B)  any  lawsuit,  settlement,
governmental  order, or decree relating to the presence,  handling,  removal, or
disposal of  Asbestos-Containing  Materials  upon or from the  Premises,  to the
extent  that  such  Asbestos-Containing  Materials  are  used or  stored  in the
Premises or used in the  construction of any  improvements or alterations to the
Premises  by Tenant or  Tenant's  agents,  (c)  Tenant's  failure to perform its
obligations to remove such Asbestos-Containing Materials under this paragraph.