EXHIBIT 10.59


                         INDUSTRIAL REAL ESTATE LEASE
                           (SINGLE-TENANT FACILITY)

 ARTICLE ONE:  BASIC TERMS

      This Article One  contains the Basic  Terms of this  Lease between  the
 Landlord and Tenant named below.  Other Articles, Sections and Paragraphs of
 the Lease referred to in this Article One explain and define the Basic Terms
 and are to be read in conjunction with the Basic Terms.

      Section 1.01.  Date of Lease:   February 28, 2003

      Section 1.02.  Landlord (include legal entity): Maintenance Warehouse/
      America Corp., a Texas corporation

      Address of Landlord:  10641 Scripps Summit Court, San Diego, CA 92131
      Attn:  Property Services

      Section 1.03.  Tenant (include legal entity):  Carrington Laboratories,
      Inc., a Texas corporation
      Address of Tenant:  The Premises

      Section 1.04.  Property:  (include  street address,  approximate square
 footage  and  description).  An  approximately   58,133  sq.  ft.   building
 ("Building")  and  the  land and improvements  associated therewith commonly
 known as 3000  Gateway Drive, Irving, Texas

      Section 1.05.  Lease Term:   Five (5) years two (2) months beginning on
 SEE ADDENDUM or such other date as is specified in this Lease, and ending on
 SEE ADDENDUM

      Section 1.06.  Permitted Uses:  (See  Article  Five)   Warehousing  and
 storage  of  medical,  nutritional, cosmetic and skin care related products,
 office use, and related light assembly.

      Section 1.07.  Tenant's Guarantor:  (If none, so state)       None

      Section 1.08.  Brokers:  (See Article Fourteen)  (If none, so state)

 Landlord's Broker:  CB Richard Ellis, Inc.
 Tenant's Broker:    Robert Lynn Company

      Section 1.09.  [Reserved]

      Section 1.10.   Security Deposit:  (See Section 3.03)  $25,000

      Section 1.11.   Vehicle Parking Spaces Allocated to Tenant:
 All associated with the Building

      Section 1.12.  Rent and Other Charges Payable by Tenant:

      (a) BASE  RENT:  Sixteen Thousand Two Hundred  Twenty-Eight and  80/100
 Dollars ($16,228.80) per month

      (b) OTHER   PERIODIC   PAYMENTS:    (i)  Real   Property   Taxes   (See
 Section 4.02); (ii) Utilities (See  Section 4.03); (iii) Insurance  Premiums
 (See Section 4.04); (iv) Impounds for Insurance Premiums and Property  Taxes
 (See Section 4.07); (v) Maintenance,  Repairs and  Alterations (See  Article
 Six).

      Section 1.13.  Landlord's  Share  of  Profit on Assignment or Sublease:
 (See  Section  9.05)  fifty  percent  (50%)  of  the Profit (the "Landlord's
 Share").

      Section 1.14.  Addendum:   The  following  Addendum is attached  to and
 made a part of this Lease:  Addendum containing paragraphs 15 through 18


 ARTICLE TWO:  LEASE TERM

      Section 2.01.  Lease of  Property  For Lease Term.  Landlord leases the
 Property to Tenant  and  Tenant  leases  the  Property from Landlord for the
 Lease Term.  The Lease Term is for  the period stated in  Section 1.05 above
 and shall begin and end on the dates specified in Section 1.05 above, unless
 the  beginning  or  end  of the Lease Term is changed under any provision of
 this Lease.   The "Commencement Date" shall be the date specified in Section
 1.05 above for the beginning of the Lease Term, unless  advanced  or delayed
 under any provision of this  Lease.   Rent for  partial periods  of a  month
 shall be prorated accordingly.

      Section 2.02.  [Reserved]

      Section 2.03.  Early Occupancy.  If Tenant occupies the  Property prior
 to the Commencement Date Tenant's occupancy of the Property shall be subject
 to  all  of  the  provisions of this Lease.  Early occupancy of the Property
 shall not advance the expiration date of this  Lease.  Tenant shall pay Base
 Rent  and  all other charges specified in this Lease for the early occupancy
 period (prorated for partial months).

      Section 2.04.  Holding Over.  Tenant shall vacate the Property upon the
 expiration  or  earlier  termination of this Lease.   Tenant shall reimburse
 Landlord  for and indemnify  Landlord  against  all damages  which  Landlord
 incurs from Tenant's delay in  vacating the Property  by more than  five (5)
 days.  If Tenant does  not  vacate  the  Property  upon  the  expiration  or
 earlier  termination of the Lease and Landlord  thereafter accepts rent from
 Tenant, Tenant's  occupancy  of the  Property shall  be a  "month-to-month"
 tenancy, subject to all  of the terms  of this Lease  applicable to a month-
 to-month  tenancy,  except  that  the  Base  Rent  then in  effect shall  be
 increased by fifty percent (50%).


 ARTICLE THREE:  BASE RENT

     Section 3.01. Time and Manner of Payment.  Upon execution of this Lease,
 Tenant  shall pay Landlord the Base Rent  in the amount stated in  Paragraph
 1.12(a) above for the first month of the Lease Term. On the first day of the
 second  month  of the Lease Term and each month thereafter, Tenant shall pay
 Landlord the Base Rent,  in  advance,  without  offset,  deduction, or prior
 demand.   The  Base  Rent shall be payable at Landlord's  address or at such
 other place as Landlord may designate in writing.

     Section 3.02.  [Reserved]

     Section 3.03.  Security Deposit.

      Upon the execution of this Lease, Tenant shall deposit with Landlord  a
 cash Security  Deposit  in  the amount  set  forth  in  Section 1.10  above.
 Landlord may apply all or part of the Security Deposit to any unpaid rent or
 other charges due from Tenant or to cure  any other defaults of Tenant.   If
 Landlord uses any  part of the  Security Deposit, Tenant  shall restore  the
 Security Deposit to its  full amount within ten  (10) days after  Landlord's
 written request.  Tenant's failure to do so after written notice shall be  a
 material  default  under  this Lease.  No  interest  shall  be paid  on  the
 Security Deposit.   Landlord  shall not  be required  to keep  the  Security
 Deposit separate  from  its other  accounts  and no  trust  relationship  is
 created with respect to the Security Deposit.

     Section 3.04.  Termination;   Advance   Payments.   Upon  termination of
 this Lease  under  Article  Seven  (Damage  or  Destruction),  Article Eight
 (Condemnation) or any other termination not resulting from Tenant's default,
 and after  Tenant has vacated the Property in  the manner  required by  this
 Lease, Landlord shall, within twenty (20) days,  refund or  credit to Tenant
 (or  Tenant's  successor)  the  unused portion of the  Security Deposit, any
 advance rent  or  other advance payments made by Tenant to Landlord, and any
 amounts paid  for real property taxes  and other reserves which apply to any
 time periods after termination of the Lease.


 ARTICLE FOUR:  OTHER CHARGES PAYABLE BY TENANT

     Section 4.01.  Additional  Rent.  All  charges  payable  by Tenant other
 than  Base  Rent are called  "Additional Rent."  Unless this  Lease provides
 otherwise, Tenant shall pay all  Additional  Rent then  due  with  the  next
 monthly installment of Base Rent.   The term "rent" shall mean Base Rent and
 Additional Rent.

     Section 4.02.  Property Taxes.

      (a) Real  Property Taxes.  Tenant shall pay  all real property taxes on
 the Property (including  any fees,  taxes or  assessments against,  or as  a
 result of, any tenant improvements installed  on the Property by or for  the
 benefit of Tenant) during  the Lease Term, prorated  for any partial  years.
 Subject to Paragraph 4.02(c) and Section 4.07  below, such payment shall  be
 made at least  ten (10) days  prior to the  delinquency date  of the  taxes.
 Within such  ten  (10)  day  period,  Tenant  shall  furnish  Landlord  with
 satisfactory evidence that the real property taxes have been paid.  Landlord
 shall reimburse Tenant for any real  property taxes paid by Tenant  covering
 any period of time prior to or after the Lease Term.  If Tenant fails to pay
 the real property  taxes when  due, Landlord may  pay the  taxes and  Tenant
 shall reimburse Landlord for  the amount of such  tax payment as  Additional
 Rent.

      (b) Definition  of "Real  Property  Tax."  "Real property  tax"  means:
 (i) any fee,  license fee,  license tax,  business license  fee,  commercial
 rental tax, levy, charge, assessment, penalty, or tax imposed by any  taxing
 authority against the Property  applicable to any period  of time after  the
 Commencement Date; (ii) any tax on the  Landlord's right to receive, or  the
 receipt of, rent or income from the Property or against Landlord's  business
 of leasing  the  Property; (iii) any  tax  or charge  for  fire  protection,
 streets, sidewalks, road maintenance, refuse  or other services provided  to
 the Property by  any governmental agency  applicable to any  period of  time
 after the Commencement Date; (iv) any tax  imposed upon this transaction  or
 based upon a reassessment of the Property  due to a change of ownership,  as
 defined by applicable law,  or other transfer of  all or part of  Landlord's
 interest in  the Property;  and  (v) any charge  or  fee replacing  any  tax
 previously included  within the  definition of  real  property  tax.   "Real
 property tax" does not, however, include Landlord's federal or state income,
 franchise, inheritance, or estate taxes.

      (c) Joint Assessment.   If  the Property  is not  separately  assessed,
 Landlord shall reasonably determine Tenant's share of the real property  tax
 payable by Tenant under Paragraph 4.02(a) from the assessor's worksheets  or
 other reasonably  available information.   Tenant  shall pay  such share  to
 Landlord within  fifteen  (15)  days after  receipt  of  Landlord's  written
 statement.

      (d) Personal Property Taxes.

      (i)   Tenant  shall  pay all  taxes  charged  against  trade  fixtures,
 furnishings, equipment or any other  personal property belonging to  Tenant.
 Tenant shall  try  to  have personal  property  taxed  separately  from  the
 Property.

      (ii)  If any of Tenant's personal property is taxed with the  Property,
 Tenant shall pay Landlord the taxes for the personal property within fifteen
 (15) days after Tenant receives a  written statement from Landlord for  such
 personal property taxes.

      (e) Tenant's Right to Contest Taxes.   Tenant may  attempt to have  the
 assessed valuation of the  Property reduced or  may initiate proceedings  to
 contest the real property taxes.  If required by law, Landlord shall join in
 the proceedings brought by Tenant.   However, Tenant shall pay all costs  of
 the  proceedings,  including  any  reasonable  costs  or  fees  incurred  by
 Landlord.  Upon the final determination of any proceeding or contest, Tenant
 shall immediately pay the real property taxes due, together with all  costs,
 charges, interest and penalties  incidental to the  proceedings.  If  Tenant
 does not  pay the  real property  taxes when  due and  contests such  taxes,
 Tenant shall not be in default under this Lease for nonpayment of such taxes
 if Tenant deposits funds with Landlord or opens an interest-bearing  account
 reasonably acceptable to Landlord in the joint names of Landlord and Tenant.
 The amount of  such deposit  shall be sufficient  to pay  the real  property
 taxes plus  a  reasonable  estimate of  the  interest,  costs,  charges  and
 penalties which  may accrue  if Tenant's  action is  unsuccessful, less  any
 applicable tax impounds previously paid by Tenant to Landlord.  The  deposit
 shall be  applied to  the real  property taxes  due, as  determined at  such
 proceedings.  The real property taxes shall be paid under protest from  such
 deposit if such payment under protest  is necessary to prevent the  Property
 from being sold under a "tax sale" or similar enforcement proceeding.

     Section 4.03.  Utilities.  Tenant shall pay, directly to the appropriate
 supplier, the cost of all  natural  gas,  heat, light, power, sewer service,
 telephone, water, refuse disposal, and other utilities and services supplied
 to  the Property.  However, if any services or utilities are jointly metered
 with  other  property,  Landlord  shall  make  a reasonable determination of
 Tenant's proportionate share of the cost of such utilities  and services and
 Tenant  shall  pay  such  share  to Landlord  within fifteen (15) days after
 receipt of Landlord's written statement.

     Section 4.04.  Insurance Policies.

      (a) Liability Insurance.   During the Lease Term, Tenant shall maintain
 a policy of commercial general liability insurance (sometimes known as broad
 form comprehensive  general  liability insurance)  insuring  Tenant  against
 liability for  bodily injury,  property damage  (including  loss of  use  of
 property) and personal injury arising out of the operation, use or occupancy
 of  the  Property.  Tenant  shall  name  Landlord  and  Landlord's  property
 manager, if any, as  an additional insured under  such policy.  The  initial
 amount of  such insurance  shall be  Two  Million Dollars  ($2,000,000)  per
 occurrence.   The  liability  insurance  obtained   by  Tenant  under   this
 Paragraph 4.04(a) shall  (i) be primary  and non-contributing;  (ii) contain
 cross-liability  endorsements;  and  (iii) insure  Landlord  and  Landlord's
 property manager, if any,  against Tenant's performance under  Section 5.05,
 if the matters giving rise to  the indemnity under Section 5.05 result  from
 the negligence of Tenant.  The  amount and coverage of such insurance  shall
 not limit  Tenant's liability  nor relieve  Tenant of  any other  obligation
 under this Lease.  Landlord may  also obtain comprehensive public  liability
 insurance in an  amount and with  coverage determined  by Landlord  insuring
 Landlord against  liability  arising out  of  ownership, operation,  use  or
 occupancy of the  Property.  The  policy obtained by  Landlord shall not  be
 contributory and shall not provide primary insurance.

      (b) Property Insurance.  During the Lease Term, Landlord shall maintain
 policies of insurance covering loss of or damage to the Property in the full
 amount of its  replacement value.   Such policy shall  contain an  Inflation
 Guard Endorsement and shall provide  protection against all perils  included
 within the classification of  fire, extended coverage, vandalism,  malicious
 mischief, special  extended perils  (all risk),  sprinkler leakage  and  any
 other perils which Landlord deems reasonably necessary.  Landlord shall have
 the right to obtain flood and earthquake insurance if required by any lender
 holding a security interest  in the Property, and  if applicable.   Landlord
 shall not obtain insurance  for Tenant's fixtures  or equipment or  building
 improvements installed by Tenant  on the Property.   Tenant shall be  liable
 for the  payment  of any  deductible  amount under  Landlord's  or  Tenant's
 insurance policies maintained  pursuant to this  Section 4.04, in an  amount
 not to exceed Ten Thousand Dollars  ($10,000) with respect to any  insurance
 carried by Landlord.   Tenant shall  not do or  permit anything  to be  done
 which invalidates any such insurance policies.

      (c) Payment of Premiums.  Subject to Section 4.07, Tenant shall pay all
 premiums for the insurance policies described in Paragraphs 4.04(a) and  (b)
 (whether obtained  by Landlord  or Tenant)  within fifteen  (15) days  after
 Tenant's receipt of a copy of the premium statement or other evidence of the
 amount  due,  except  Landlord  shall  pay  all  premiums  for   non-primary
 comprehensive public liability insurance which Landlord elects to obtain  as
 provided in Paragraph 4.04(a).  If insurance policies maintained by Landlord
 cover improvements on real property other than the Property, Landlord  shall
 deliver to Tenant  a statement  of the  premium applicable  to the  Property
 showing in reasonable detail how Tenant's share of the premium was computed.
 If the  Lease Term  commences  after the  inception  or expires  before  the
 expiration of an insurance  policy maintained by  Landlord, Tenant shall  be
 liable for Tenant's prorated  share of the insurance  premiums.  Before  the
 Commencement Date, Tenant shall deliver to Landlord a copy of any policy  of
 insurance which Tenant is required to maintain under this Section 4.04.   At
 least thirty (30) days  prior to the expiration  of any such policy,  Tenant
 shall deliver to Landlord a  renewal of such policy.   As an alternative  to
 providing a policy  of insurance,  Tenant shall  have the  right to  provide
 Landlord a certificate of  insurance, executed by  an authorized officer  of
 the insurance company, showing that the  insurance which Tenant is  required
 to maintain  under  this  Section 4.04  is in  full  force  and  effect  and
 containing such other information which Landlord reasonably requires.

      (d) General Insurance Provisions.

      (i)  Any  insurance which  Tenant is  required to  maintain under  this
 Lease shall include a provision which requires the insurance carrier to give
 Landlord not  less  than thirty  (30)  days'  written notice  prior  to  any
 cancellation or modification of such coverage.

      (ii)  If Tenant fails to deliver any policy, certificate, or renewal to
 Landlord required under this Lease within  the prescribed time period or  if
 any such  policy is  cancelled or  modified during  the Lease  Term  without
 Landlord's consent, Landlord may obtain such insurance, in which case Tenant
 shall reimburse Landlord for the cost of such insurance within fifteen  (15)
 days after receipt of a statement that indicates the cost of such insurance.

      (iii)  Tenant shall  maintain all insurance  required under this  Lease
 with companies holding a "General Policy  Rating" of A-12 or better, as  set
 forth in the most current  issue of "Best Key  Rating Guide".  Landlord  and
 Tenant acknowledge  the  insurance markets  are  rapidly changing  and  that
 insurance in the form and amounts described in this Section 4.04 may not  be
 available in the future.  Tenant  acknowledges that the insurance  described
 in this Section 4.04 is  for the intended primary  benefit of Landlord,  and
 Landlord's property manager.  If at  any time during the Lease Term,  Tenant
 is unable to maintain the insurance  required under the Lease, Tenant  shall
 nevertheless maintain insurance coverage which is customary and commercially
 reasonable in the insurance industry for Tenant's type of business, as  that
 coverage may change from time to time.  Landlord makes no representation  as
 to the  adequacy  of  such  insurance  to  protect  Landlord's  or  Tenant's
 interests.  Therefore, Tenant shall obtain  any such additional property  or
 liability insurance which  Tenant deems  necessary to  protect Landlord  and
 Tenant.

      (iv)   Unless   prohibited  under  any  applicable  insurance  policies
 maintained, Landlord and  Tenant each  hereby waive  any and  all rights  of
 recovery against the other,  or against the  officers, employees, agents  or
 representatives of the other, including without limitation property  manager
 for loss of or damage to  its property or the  property of others under  its
 control, if such loss or damage is covered by any insurance policy in  force
 (whether or not described in this Lease) at the time of such loss or damage.
 Upon obtaining the required policies of insurance, Landlord and Tenant shall
 give notice to the insurance carriers of this mutual waiver of subrogation.

     Section 4.05.  Late Charges.  Tenant's failure to pay  rent promptly may
 cause Landlord to incur unanticipated costs.  The exact amount of such costs
 are impractical or extremely difficult to ascertain. Such costs may include,
 but are not limited to, processing  and accounting charges and late  charges
 which may be imposed on Landlord by any ground lease, mortgage or trust deed
 encumbering the Property.  Therefore, if Landlord does not receive any  rent
 payment within ten (10) days after it becomes due, Tenant shall pay Landlord
 a late charge equal to five percent (5%) of the overdue amount.  The parties
 agree that such late charge represents a fair and reasonable estimate of the
 costs Landlord will incur by reason of such late payment.

     Section 4.06.  Interest  on  Past  Due Obligations.  Any amount owed  by
 Tenant  to Landlord which is not paid when  due  shall  bear interest at the
 rate  of  ten  percent  (10%)  per  annum  from the due date of such amount.
 However, interest shall not be payable on late  charges to be paid by Tenant
 under this Lease.  The payment  of interest on such amounts shall not excuse
 or  cure  any  default  by  Tenant  under  this Lease.  If the interest rate
 specified  in this  Lease  is  higher  than  the  rate permitted by law, the
 interest  rate  is  hereby  decreased  to  the  maximum  legal interest rate
 permitted by law.

     Section 4.07.  Impounds  for  Maintenance Costs,  Insurance Premiums and
 Real Property Taxes.  If requested by  Landlord, Tenant shall pay Landlord a
 sum equal to one-twelfth (1/12) of the annual Landlord Maintenance Costs (as
 defined in  and subject  to Section 6.03  below),  real property  taxes  and
 insurance premiums payable by  Tenant under this  Lease, together with  each
 payment of Base Rent.  Landlord  shall hold such payments in a  non-interest
 bearing impound account.  If unknown, Landlord shall reasonably estimate the
 amount of  Landlord Maintenance  Costs, real  property taxes  and  insurance
 premiums when due.  Tenant shall pay any deficiency of funds in the  impound
 account to Landlord  upon written request.   If Tenant  defaults under  this
 Lease, Landlord may apply any funds in the impound account to any obligation
 then due under this Lease.


 ARTICLE FIVE:  USE OF PROPERTY

     Section 5.01.  Permitted Uses.  Tenant may use the Property only for the
 Permitted Uses set forth in Section 1.06 above.

     Section 5.02.  Manner  of Use.  Tenant  shall  not  cause  or permit the
 Property to be used in any  way which  constitutes a violation  of any  law,
 ordinance,  or  governmental regulation or order, which annoys or interferes
 with  the  rights  of  other  tenants  of Landlord,  or which  constitutes a
 nuisance or waste. Tenant shall obtain  and pay for all permits, including a
 Certificate of Occupancy, required  for Tenant's  occupancy of the  Property
 and   shall  promptly  take   all  actions  necessary  to  comply  with  all
 applicable covenants, conditions, restrictions, statutes, ordinances, rules,
 regulations, orders  and  requirements  regulating  the use by Tenant of the
 Property, including the  Occupational Safety and Health Act.  Subject to the
 foregoing, Landlord  has no objection to Tenant utilizing the  Property on a
 twenty-four hour a day, seven day a week basis.

     Section 5.03.   Hazardous Materials.  As  used  in this  Lease, the term
 "Hazardous  Material" means  any  flammable items,  explosives,  radioactive
 materials,  hazardous or  toxic  substances, material  or  waste or  related
 materials, including any substances defined as or included in the definition
 of  "hazardous substances",  "hazardous wastes",  "hazardous materials"   or
 "toxic  substances"  now  or  subsequently  regulated  under any  applicable
 federal,  state  or local laws  or regulations, including without limitation
 petroleum-based  products,  paints,  solvents,  lead, cyanide, DDT, printing
 inks,  acids,  pesticides,  ammonia compounds, and  other chemical products,
 asbestos,  PCBs and similar compounds,  and including any different products
 and  materials which  are subsequently found to have  adverse effects on the
 environment or the health and  safety of persons.  Tenant shall not cause or
 permit any Hazardous Material to be generated, produced, brought upon, used,
 stored treated or disposed of in or about the Property by Tenant its agents,
 employees, contractors,  sublessees or  invitees without  the prior  written
 consent of Landlord.  Landlord shall  be entitled to take into account  such
 other factors or facts as Landlord  may reasonably determine to be  relevant
 in determining whether  to grant or  withhold consent  to Tenant's  proposed
 activity with respect to Hazardous Material.  Notwithstanding the foregoing,
 Tenant may, without Landlord's consent, bring upon, use and store  Hazardous
 Materials on the Property and dispose of Hazardous Materials from and off of
 the Property in connection with Tenant's normal business operations for  the
 Permitted  Use,   in  pre-packaged   and  sealed   household   consumer-size
 containers, provided Tenant does so in strict accordance with all applicable
 laws, statutes,  ordinances  and other  governmental  or  quasi-governmental
 rules, regulations and orders relating to Hazardous Materials.  In no event,
 however, shall Landlord be required to consent to the installation or use of
 any storage tanks on the Property.

     Section 5.04.  Signs and Auctions.   Tenant  shall not  place  any signs
 on the Property without Landlord's  prior  written  consent,  which  consent
 shall not be unreasonably withheld or delayed and shall be conditioned upon,
 among other reasonable conditions, such signs  complying  with all laws  and
 covenants and restrictions of  record.  Tenant shall  not conduct or  permit
 any auctions or sheriff's sales at the Property.

     Section 5.05.  Indemnity By  Tenant.  Tenant  shall  indemnify  Landlord
 against  and  hold  Landlord  harmless  from  any  and  all costs, claims or
 liability arising from: (a) Tenant's use of the Property; (b) the conduct of
 Tenant's business or anything else done or permitted by Tenant to be done in
 or about the Property, including any contamination of  the  Property or  any
 other property resulting from the presence,  treatment, production, disposal
 or use of Hazardous Material  caused by  Tenant  or  its subtenants  or  the
 agents, employees or contractors of  any of them; (c) any  breach or default
 in the performance  of Tenant's obligations  under  this   Lease;   (d)  any
 misrepresentation or  breach of  warranty by  Tenant  under this  Lease;  or
 (e) the negligent or willful misconduct of  Tenant or its subtenants or  the
 agents, employees  or contractors  of  any of  them.   Tenant  shall  defend
 Landlord against any such cost, claim or liability at Tenant's expense  with
 counsel reasonably acceptable to Landlord or, at Landlord's election, Tenant
 shall reimburse Landlord for any legal fees or costs incurred by Landlord in
 connection with any such claim.  As a material part of the consideration  to
 Landlord, Tenant assumes all risk of damage to property or injury to persons
 in or about the  Property arising from any  cause, and Tenant hereby  waives
 all claims in respect thereof against Landlord, except for any claim arising
 out of  Landlord's  negligence or  willful  misconduct.   As  used  in  this
 Section,  the  term  "Tenant"  shall  include  Tenant's  employees,  agents,
 contractors and invitees, if applicable.

     Section 5.06.  Landlord's  Access.  Landlord or its agents may enter the
 Property  at  all reasonable times to show the Property to potential buyers,
 investors,  or  tenants, or other parties; to do any other act or to inspect
 and  conduct tests  in  order  to  monitor   Tenant's  compliance  with  all
 applicable environmental laws and all laws governing the presence and use of
 Hazardous  Material;  or  for any  other purpose  Landlord deems  reasonably
 necessary, provided it does not adversely affect Tenant's use of Property in
 a material manner.  Landlord shall  give Tenant prior notice  of such entry,
 except in the case of an emergency.  Landlord may place customary "For Sale"
 or  "For  Lease" ("For Lease" only during  last six (6) months  of the Term)
 signs on the Property.

     Section 5.07.  Quiet  Possession.  If Tenant  pays the rent and complies
 with all other terms of this Lease, Tenant may occupy and enjoy the Property
 for  the  full  Lease Term, subject to the provisions of this Lease, without
 hindrance or molestation by Landlord.

     Section 5.08.  Indemnity By Landlord. Subject to Section 13.02(c) below,
 Landlord  shall  indemnify  Tenant against and hold Tenant harmless from any
 and  all costs, claims or liability arising from:  (a) any contamination  of
 the Property or any other property resulting from the  presence,  treatment,
 production, disposal or use of Hazardous Material caused by Landlord or  its
 agents,  employees  or  contractors;  (b) any  breach  or  default  in   the
 performance  of   Landlord's   obligations   under   this   Lease;   (c) any
 misrepresentation or breach  of warranty by  Landlord under  this Lease;  or
 (d) the negligent or willful misconduct of Landlord or its agents, employees
 or contractors.  Landlord shall defend  Tenant against any such cost,  claim
 or liability at  Landlord's expense  with counsel  reasonably acceptable  to
 Tenant or, at  Tenant's election, Landlord  shall reimburse  Tenant for  any
 legal fees or costs incurred by Tenant in connection with any such claim.


 ARTICLE SIX:  CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS

     Section 6.01.  Existing  Conditions.   Except  as  otherwise   expressly
 provided in this Lease, Tenant accepts the Property in its "AS-IS" condition
 as of  the  execution  of the Lease, subject to  all recorded matters, laws,
 ordinances, and governmental  regulations and  orders.   Except as otherwise
 expressly provided herein, Tenant acknowledges that neither Landlord nor any
 agent  of  Landlord  has  made any representation as to the condition of the
 Property  or the suitability  of the  Property  for Tenant's  intended  use.
 Except as otherwise expressly provided in this  Lease, Tenant represents and
 warrants that Tenant has made its own inspection  of and  inquiry  regarding
 the condition of the Property and is not relying on any  representations  of
 Landlord or any Broker with respect thereto.  Notwithstanding the foregoing,
 Landlord represents  and warrants  to Tenant  that, as  of the  Commencement
 Date, to Landlord's knowledge:

      (a) there are no Hazardous Materials on the Property in excess of legal
 limits;

      (b) the Property is in good working condition and order consistent with
 its age and normal wear and tear, subject to patent defects; and

      (c) the  Property  is  not  in  violation  of  any  applicable laws  or
 governmental  regulations  (including  ADA   and  any  private   restrictive
 covenants).

      The foregoing  shall  not be  applicable  to  the extent  a  breach  by
 Landlord of any such representation or warranty is attributable to  Tenant's
 use of the Property or any alterations made to the Property made by  Tenant.
 Notwithstanding anything to the contrary  contained in this Lease,  Tenant's
 remedy for a breach by Landlord of any of the foregoing representations  and
 warranties shall be limited to requiring Landlord, at Landlord's sole  cost,
 to cure the condition giving rise to such breach.  The phrase "to Landlord's
 knowledge" means the  current, actual  knowledge of  Ross Tanner,  Director,
 Real  Estate  and  Support   Services  for  Landlord,  without   independent
 investigation or inquiry.

     Section 6.02.  Exemption of Landlord from Liability.  Landlord shall not
 be liable for any damage or injury to  the person, business  (or any loss of
 income  therefrom),  goods, wares, merchandise, or other property of Tenant,
 Tenant's  employees, invitees, customers or any other person in or about the
 Property, whether such damage or injury is caused by or results from:

      (a) fire, steam, electricity, water, gas or  rain; not relating to  the
 negligence of  Landlord; (b) the  breakage,  leakage, obstruction  or  other
 defects of pipes, sprinklers, wires, appliances, plumbing, air  conditioning
 or lighting fixtures or  any other cause not  relating to the negligence  of
 Landlord; (c) conditions  arising in  or about  the Property  or upon  other
 portions of the Project, or from other sources or places not relating to the
 negligence of Landlord; or  (d) any act or omission  of any other tenant  of
 the Project.  The provisions of this Section 6.02 shall not, however, exempt
 Landlord from liability for Landlord's negligence or willful misconduct.

     Section 6.03.  Landlord's  Obligations.  Subject  to  the  provisions of
 Article  Seven  (Damage  or  Destruction)  and Article Eight (Condemnation),
 Landlord shall  be  responsible for keeping the structural components of the
 Building in  usable  condition  and  repair,  at  Landlord's  sole  expense.
 Notwithstanding  the foregoing, all repairs to  the structural components of
 the Building  which  are required because of the misuse or neglect of Tenant
 or  its  subtenants or  the agents, employees or contractors of  any of them
 shall be undertaken  by Landlord at Tenant's sole expense, or, at Landlord's
 election, by Tenant  at  Tenant's  sole  expense.  Further  subject  to  the
 provisions of  Article Seven  (Damage  or  Destruction)  and  Article  Eight
 (Condemnation),   Landlord  shall  be  responsible   for,   at  the  expense
 of  Tenant,  maintaining  and  repairing  the  nonstructural  roof and  roof
 membrane,  parking  areas,  landscape   areas  and  truck   courtyards,  and
 the  exterior  surfaces  of the exterior  walls of  the  Building ("Landlord
 Maintenance  Items").  The costs  incurred by Landlord  in  connection  with
 the  Landlord  Maintenance  Items, including  a  reasonable  management  fee
 not  to  exceed  four  percent  (4%)  of  such  costs, shall  be referred to
 herein  as the  "Landlord Maintenance  Costs."   If, for  reason  other than
 the misuse or neglect of  Tenant or its subtenants or the  agents  employees
 or  contractors  of any  of  them, the  nonstructural  roof,  roof membrane,
 parking areas  or truck  courtyards need  to be  replaced, or  the  exterior
 of  the  entire  Building  needs  to  be  repainted  (as  opposed to general
 repair and  maintenance  efforts), then  Landlord  shall undertake  same  at
 Landlord's sole expense.   The word "replaced," as  used in the  immediately
 preceding sentence, shall include  repair costs which are  of such a  nature
 that, under generally accepted accounting principles, they should be treated
 as capital expenditures.  Except as set forth in this Section 6.03, Landlord
 shall have absolutely no responsibility to  repair, maintain or replace  any
 portion of the  Property at  any time.   Tenant  waives the  benefit of  any
 present or  future law  which might  give  Tenant the  right to  repair  the
 Property at  Landlord's  expense  or  to terminate  the  Lease  due  to  the
 condition of the Property.

     Section 6.04.  Tenant's Obligations.

      (a) Except as provided  in Article  Seven (Damage  or Destruction)  and
 Article Eight  (Condemnation) and  in Section 6.03,  Tenant shall  keep  all
 nonstructural  portions  of  the  Property  (including  interior,  exterior,
 loading areas,  systems,  doors,  windows  and  equipment)  in  good  order,
 condition, and  repair (including  interior repainting  and refinishing,  as
 needed).  Subject to Landlord's obligations under Section 6.03 above, if any
 portion of the  Property or any  system or equipment  in the Property  which
 Tenant is obligated to repair cannot  be fully repaired or restored,  Tenant
 shall promptly replace such portion of  the Property or system or  equipment
 in the  Property, regardless  of whether  the  benefit of  such  replacement
 extends beyond the Lease  Term; but if  the benefit or  useful life of  such
 replacement extends beyond the Lease Term  (as such term may be extended  by
 exercise of  any options),  the useful  life of  such replacement  shall  be
 prorated over the  remaining portion of  the Lease Term  (as extended),  and
 Tenant shall be liable only for that portion of the cost which is applicable
 to  the  Lease  Term (as  extended).  Tenant  shall  maintain  a  preventive
 maintenance contract providing for the regular inspection and maintenance of
 the heating  and  air conditioning  system  by a  licensed  and  appropriate
 contractor.  If any part of the Property  is damaged by any act or  omission
 of Tenant, Tenant shall pay Landlord the cost of repairing or replacing such
 damaged property, whether or  not Landlord would  otherwise be obligated  to
 pay the cost of maintaining or repairing such property.  It is the intention
 of Landlord and Tenant that at all times Tenant and Landlord shall  maintain
 the portions of  the Property which  they are  respectively obligated  under
 this Lease to maintain in an attractive, good and fully operative condition.

      (b) Tenant  shall  fulfill  all  of  Tenant's  obligations  under  this
 Section 6.04 at Tenant's sole expense.  If Tenant fails to maintain,  repair
 or replace  the Property  as required  by this  Section 6.04, including  the
 items described in  Section 6.04(c), Landlord  may, upon  ten (10)  business
 days' prior written  notice to Tenant  (unless the failure  is cured  within
 such 10 business day period and except  that no notice shall be required  in
 the case of an emergency), enter  the Property and perform such  maintenance
 or repair (including replacement, as needed)  on behalf of Tenant.  In  such
 case, Tenant shall reimburse Landlord for  all costs reasonably incurred  in
 performing   such   maintenance   or   repair   immediately   upon   demand.
 Notwithstanding the  foregoing, Tenant  shall not  have  a 10  business  day
 opportunity to  cure  with  respect to  the  third  and  subsequent  noticed
 failures by  Tenant in  any  12 consecutive  month  period relative  to  any
 substantially similar failure by Tenant.

      (c) Tenant  may request  in writing  to Landlord  that Tenant undertake
 responsibility for  portions of  Landlord's  Maintenance Items  at  Tenant's
 expense, other than the non-structural roof  and roof membrane.   Landlord's
 consent of a transfer of responsibility shall not be unreasonably  withheld,
 however, Landlord may  condition said approval  on Landlord being  satisfied
 (i) with the quality of and insurance coverage provided by Tenant's proposed
 contractor, and (ii) that Tenant will adhere to the standards of repair  and
 maintenance which would  have been provided  by Landlord,  and Landlord  may
 upon notice to Tenant  take back such responsibilities  upon any failure  of
 such conditions.   Tenant  shall be  responsible for  all fines,  citations,
 penalties, costs  and  expenses incurred  by  Landlord and  arising  out  of
 Tenant's undertaking  pursuant to  this Section  6.04(c) and  Tenant  hereby
 holds Landlord harmless therefrom.

     Section 6.05.  Alterations, Additions, and Improvements.

      (a) Tenant shall not make any  alterations, additions, or  improvements
 to the  Property  without  Landlord's  prior  written  consent  (not  to  be
 unreasonably withheld, delayed  or conditioned),  except for  non-structural
 alterations which do  not exceed Fifty  Thousand Dollars  ($50,000) in  cost
 cumulatively over the Lease Term and which are not visible from the  outside
 of any building of which the Property is part.  Landlord may require  Tenant
 to provide demolition and/or  lien and completion bonds  in form and  amount
 reasonably satisfactory  to  Landlord.   Tenant  shall promptly  remove  any
 alterations, additions,  or improvements  constructed in  violation of  this
 Paragraph  6.05(a)  upon  Landlord's  written  request.   All   alterations,
 additions, and improvements shall be done in a good and workmanlike  manner,
 in conformity with all applicable laws and regulations, and by a  contractor
 reasonably approved by Landlord.  Upon completion of any such work requiring
 Landlord's consent, Tenant  shall provide  Landlord with  "as built"  plans,
 copies of all construction contracts, and proof of payment for all labor and
 materials.

      (b) Tenant shall  pay  when  due all  claims  for  labor  and  material
 furnished to the Property.  Tenant shall give Landlord at least twenty  (20)
 days' prior written notice of the  commencement of any work on the  Property
 requiring Landlord's consent.  Landlord may elect to record and post notices
 of non-responsibility on the Property.

     Section 6.06.  Condition  upon Termination.  Upon the termination of the
 Lease,  Tenant  shall surrender the Property to Landlord, broom clean and in
 the same  condition  as  received  except  for  ordinary wear and tear which
 Tenant was not otherwise obligated to remedy  under  any  provision  of this
 Lease  and  casualty.  However,  Tenant shall not be obligated to repair any
 damage which  Landlord  is required to repair under Article Seven (Damage or
 Destruction). In  addition,  Landlord  may  require  Tenant  to  remove  any
 alterations, additions or improvements (whether or not made with  Landlord's
 consent) prior to the expiration of the Lease and to restore the Property to
 its  prior  condition  except for ordinary wear  and tear  and casualty, all
 at Tenant's  expense.  All alterations,  additions  and  improvements  which
 Landlord has not required Tenant to remove shall become Landlord's  property
 and shall  be  surrendered  to  Landlord  upon  the  expiration  or  earlier
 termination of the  Lease, except  that Tenant  may remove  any of  Tenant's
 machinery or equipment  or fixtures which  can be  removed without  material
 damage to  the Property.   Tenant  shall repair,  at Tenant's  expense,  any
 damage to  the Property  caused by  the  removal of  any such  machinery  or
 equipment or fixtures.  In no event, however, shall Tenant remove any of the
 following materials or equipment (which shall be deemed Landlord's property)
 without Landlord's prior written consent:  any power wiring or power panels;
 lighting or  lighting  fixtures; wall  coverings;  drapes, blinds  or  other
 window  coverings;   carpets  or   other  floor   coverings;  heaters,   air
 conditioners or any other heating or air conditioning equipment; fencing  or
 security gates; or other similar building operating equipment.


 ARTICLE SEVEN:  DAMAGE OR DESTRUCTION

     Section 7.01.  Partial Damage to Property.

      (a) Tenant shall  notify  Landlord  in  writing  immediately  upon  the
 occurrence of any material damage to the Property.  If the Property is  only
 partially damaged (i.e., less  than fifty percent (50%)  of the Property  is
 untenantable as a result of such damage or less than fifty percent (50%)  of
 Tenant's operations are materially impaired) and if the proceeds received by
 Landlord from  the insurance  policies  described in  Paragraph 4.04(b)  are
 sufficient to pay  for the  necessary repairs,  this Lease  shall remain  in
 effect and Landlord shall repair the damage as soon as reasonably  possible.
 It shall  be  Tenant's  responsibility to  repair  any  damage  to  Tenant's
 fixtures, equipment, or improvements.

      (b) If the insurance proceeds received  by Landlord are not  sufficient
 to pay the  entire cost of  repair, or  if the cause  of the  damage is  not
 covered  by   the  insurance   policies  which   Landlord  maintains   under
 Paragraph 4.04(b), Landlord may  elect either  to (i) repair  the damage  as
 soon as reasonably possible, in which  case this Lease shall remain in  full
 force and effect,  or (ii) terminate this  Lease as of  the date the  damage
 occurred.   Landlord  shall notify  Tenant  within thirty  (30)  days  after
 receipt of notice of the occurrence of the damage whether Landlord elects to
 repair the damage or terminate the Lease.  If Landlord elects to repair  the
 damage, Tenant shall  pay Landlord the  "deductible amount"  (if any)  under
 Landlord's insurance  policies and,  if the  damage  was due  to an  act  or
 omission of Tenant, or Tenant's employees, agents, contractors or  invitees,
 the difference between the actual cost of repair and any insurance  proceeds
 received by Landlord.  If Landlord elects to terminate the Lease, Tenant may
 elect to continue this Lease in full force and effect, in which case  Tenant
 shall repair  any damage  to the  Property  and any  building in  which  the
 Property is located.  Tenant shall pay the cost of such repairs, except that
 upon satisfactory  completion of  such repairs,  Landlord shall  deliver  to
 Tenant any insurance proceeds received by  Landlord for the damage  repaired
 by Tenant.   Tenant  shall give  Landlord written  notice of  such  election
 within ten (10) business days after receiving Landlord's termination notice.

      (c) If any  material damage  to the  Property  occurs during  the  last
 twelve (12) months of the Lease Term and such damage will require more  than
 thirty (30) days to repair, either Landlord or Tenant may elect to terminate
 this Lease as of the date the damage occurred, regardless of the sufficiency
 of any insurance proceeds.  The party electing to terminate this Lease shall
 give written notification to the other party of such election within  thirty
 (30) days after Tenant's notice to Landlord of the occurrence of the damage.

     Section 7.02.  Substantial  or  Total  Destruction.  If  the Property is
 substantially  (i.e.,  50%  or  more)  or  totally  destroyed  by  any cause
 whatsoever (i.e., the damage to the Property is greater than partial  damage
 as  described in Section 7.01), and regardless of whether Landlord  receives
 any  insurance  proceeds,  this   Lease  shall  terminate  as  of  the  date
 the  destruction  occurred.  Notwithstanding the preceding sentence, if  the
 Property can  be rebuilt within one hundred eighty (180) days after the date
 of destruction, Landlord may elect to rebuild the Property at Landlord's own
 expense,  in  which  case  this Lease shall remain in full force and effect.
 Landlord shall  notify Tenant of such election within thirty (30) days after
 Tenant's notice of the occurrence of  total or  substantial destruction.  If
 Landlord so elects, Landlord shall rebuild  the Property  at Landlord's sole
 expense,  except  that  if  the destruction  was caused solely by  an act or
 omission  of  Tenant,  Tenant  shall pay Landlord the difference between the
 actual cost  of  rebuilding and any insurance proceeds received by Landlord.
 Notwithstanding  anything to the  contrary contained in  this Article Seven,
 Tenant may,  by written notice to Landlord, elect to  cancel this Lease with
 respect to  any  material  casualty  not  reasonably repairable  within  one
 hundred eighty  (180) days from the date of the casualty.  Such cancellation
 notice must be  given  to  Landlord  within  ten  (10)  business  days after
 Landlord notifies Tenant of the occurrence of any such event.

     Section 7.03. Temporary Reduction of Rent.  If the Property is destroyed
 or  damaged and Landlord or Tenant repairs or restores the Property pursuant
 to the  provisions of this Article Seven, any rent payable during the period
 of such damage, repair and/or restoration shall be reduced  according to the
 degree, if any, to which Tenant's use of the Property is impaired.  However,
 the reduction shall be contingent upon  Tenant turning over to Landlord  the
 proceeds of Tenant's business interruption insurance up to the amount of the
 rent so abated,  provided any  such insurance  provision in  excess of  such
 abated rent, if any, shall be retained by Tenant, and in no event shall  the
 reduction exceed the amount of proceeds turned over to Landlord.  Except for
 such possible reduction in Base Rent,  insurance premiums and real  property
 taxes, Tenant  shall not  be entitled  to  any compensation,  reduction,  or
 reimbursement from Landlord as a result of any damage, destruction,  repair,
 or restoration of or to the Property.

     Section 7.04. Waiver.  Tenant waives the protection of any statute, code
 or judicial decision which grants a tenant the right to terminate a lease in
 the event of the  substantial or total destruction  of the leased  property.
 Tenant agrees  that the  provisions of  Sections 7.01, 7.02  and 7.03  above
 shall govern the rights and obligations of Landlord and Tenant in the  event
 of any substantial or total destruction to the Property.


 ARTICLE EIGHT:  CONDEMNATION

      If all or  any portion  of the  Property is  taken under  the power  of
 eminent domain or  sold under the  threat of that  power (all  of which  are
 called "Condemnation"), this Lease shall terminate  as to the part taken  or
 sold on  the  date  the condemning  authority  takes  title  or  possession,
 whichever occurs first.  If more than twenty percent (20%) of the floor area
 of the building in which the Property is located, or which is located on the
 Property, is taken, either Landlord or Tenant may terminate this Lease as of
 the date the condemning authority takes  title or possession, by  delivering
 written notice to the  other within ten (10)  days after receipt of  written
 notice of such taking  (or in the  absence of such  notice, within ten  (10)
 days after the condemning authority takes title or possession).  If  neither
 Landlord nor Tenant terminates this Lease, this Lease shall remain in effect
 as to the portion of the Property not  taken, except that the Base Rent  and
 Additional  Rent  shall  be  reduced  in  proportion to the reduction in the
 floor area of the Property.  Any Condemnation  award  or  payment  shall  be
 distributed in  the  following order:   (a)  first, to  any  ground  lessor,
 mortgagee or beneficiary under a deed of trust encumbering the Property, the
 amount of its  interest in  the Property;  (b) second, to  Tenant, only  the
 amount of  any  award specifically  designated  for  loss of  or  damage  to
 Tenant's trade fixtures or  removable personal property;  and (c) third,  to
 Landlord, the remainder of such award, whether as compensation for reduction
 in the value of the leasehold, the taking of the fee, or otherwise.  If this
 Lease is not terminated,  Landlord shall repair any  damage to the  Property
 caused by the Condemnation, except that  Landlord shall not be obligated  to
 repair any damage  for which Tenant  has been reimbursed  by the  condemning
 authority.  If the severance damages received by Landlord are not sufficient
 to pay for such  repair, Landlord shall have  the right to either  terminate
 this Lease or make such repair at Landlord's expense.


 ARTICLE NINE:  ASSIGNMENT AND SUBLETTING

     Section 9.01. Landlord's Consent Required. No portion of the Property or
 of Tenant's interest in this Lease may be acquired  by any  other person  or
 entity, whether by sale, assignment, mortgage, sublease, transfer, operation
 of law, or act of Tenant,  without Landlord's prior written consent,  except
 as provided  in Section 9.02  below.   Landlord has  the right  to grant  or
 withhold its  consent as  provided in  Section 9.05  below.   Any  attempted
 transfer without consent shall  be void and  shall constitute a  non-curable
 breach of  this Lease.   If  Tenant  is a  corporation,  any change  in  the
 ownership of a controlling interest of  the voting stock of the  corporation
 shall require Landlord's  consent, which consent  shall not be  unreasonably
 withheld, conditioned  or delayed.   The  preceding  sentence shall  not  be
 applicable so  long  as the  shares  of stock  of  Tenant are  traded  on  a
 nationally recognized public exchange, and  any exchange of Tenant's  shares
 of stock  while Tenant  is publicly  traded  shall not  be  deemed to  be  a
 transfer.

     Section 9.02. Tenant Affiliate. Tenant may assign this Lease or sublease
 the Property, without Landlord's consent, to any corporation or other entity
 which controls, is controlled by or is under common control with Tenant,  or
 to any  corporation  or  other  entity  resulting  from  the  merger  of  or
 consolidation  with  Tenant  ("Tenant's  Affiliate").   In  such  case,  any
 Tenant's Affiliate shall assume in writing all of Tenant's obligations under
 this Lease.

     Section 9.03.  No  Release  of  Tenant.  No  transfer  permitted by this
 Article  Nine,  whether  with  or without Landlord's consent,  shall release
 Tenant or change Tenant's primary liability to pay the rent and  to  perform
 all  other obligations of Tenant under this Lease.  Landlord's acceptance of
 rent from any other person is not a waiver of any provision of  this Article
 Nine.  Consent to one transfer is not a consent to any  subsequent transfer.
 If  Tenant's  transferee  defaults  under  this  Lease, Landlord may proceed
 directly  against  Tenant without pursuing remedies  against the transferee.
 Landlord  may consent  to subsequent  assignments or  modifications of  this
 Lease  by Tenant's transferee,  without notifying  Tenant  or obtaining  its
 consent.  Such  action  shall not relieve Tenant of its liability under this
 Lease.

     Section 9.04. Offer to Terminate.  If Tenant desires to assign the Lease
 or  sublease the Property, Tenant shall have the right to offer, in writing,
 to terminate  the  Lease  as  of a date specified in the offer.  If Landlord
 elects  in  writing  to  accept  the  offer to terminate  within twenty (20)
 days after  notice  of  the  offer,  the  Lease  shall  terminate  as of the
 date  specified  and  all  the  terms  and provisions of the Lease governing
 termination shall apply.  If  Landlord does  not so  elect, the Lease  shall
 continue  in effect until otherwise terminated and the provisions of Section
 9.05 with respect to any proposed transfer shall continue to apply.

     Section 9.05. Landlord's Consent.

      (a) Tenant's  request  for  consent  to   any  transfer  described   in
 Section 9.01 shall  set  forth  in  writing  the  details  of  the  proposed
 transfer, including  the  name,  business and  financial  condition  of  the
 prospective transferee, financial  details of the  proposed transfer  (e.g.,
 the term of  and the rent  and security deposit  payable under any  proposed
 assignment or sublease), and any other information Landlord deems reasonably
 relevant.  Landlord shall have the right to withhold consent, if reasonable,
 or to grant consent,  based on the following  factors:  (i) the business  of
 the proposed assignee  or subtenant and  the proposed use  of the  Property;
 (ii) the net  worth and  financial reputation  of the  proposed assignee  or
 subtenant; (iii) Tenant's compliance with all  of its obligations under  the
 Lease; and (iv) such other factors as Landlord may reasonably deem relevant.
 If Landlord objects to a proposed assignment solely because of the net worth
 and/or financial reputation of the proposed assignee, Tenant may nonetheless
 sublease (but not assign), all or a portion of the Property to the  proposed
 transferee, but only on the other terms of the proposed transfer.

      (b) If  Tenant  assigns  or  subleases,  the  following  shall   apply:
 (i) Tenant shall pay  to Landlord  as Additional  Rent under  the Lease  the
 Landlord's Share (stated in Section 1.13) of  the Profit (defined below)  on
 such transaction  as and  when received  by  Tenant, unless  Landlord  gives
 written notice to Tenant and the assignee or subtenant that Landlord's Share
 shall be  paid by  the assignee  or  subtenant to  Landlord  directly.   The
 "Profit" means  (A) all  amounts  paid to  Tenant  for  such  assignment  or
 sublease, including "key" money, monthly rent in excess of the monthly  rent
 payable under the Lease, and all  fees and other consideration paid for  the
 assignment or sublease, including fees under any collateral agreements, less
 (B) costs and expenses directly  incurred by Tenant  in connection with  the
 execution and performance  of such assignment  or sublease  for real  estate
 broker's commissions  and  costs of  renovation  or construction  of  tenant
 improvements required under such assignment or sublease.  Tenant is entitled
 to recover such  costs and expenses  before Tenant is  obligated to pay  the
 Landlord's Share to Landlord.  The Profit in the case of a sublease of  less
 than all the  Property is the  rent allocable to  the subleased  space as  a
 percentage on a square footage basis;  (ii) Tenant shall provide Landlord  a
 written statement certifying all amounts to  be paid from any assignment  or
 sublease of  the Property  within thirty  (30)  days after  the  transaction
 documentation is signed, and Landlord may inspect Tenant's books and records
 to verify the accuracy of such statement.  On written request, Tenant  shall
 promptly furnish to  Landlord copies of  all the transaction  documentation,
 all of which shall be certified by Tenant to be complete, true and  correct.
 Landlord's receipt of Landlord's Share shall not be a consent to any further
 assignment or  subletting.   The breach  of Tenant's  obligation under  this
 Paragraph 9.05(b) shall be a material default of the Lease.

     Section 9.06. No Merger.  No merger shall result from  Tenant's sublease
 of  the  Property  under this Article Nine, Tenant's surrender of this Lease
 or  the termination  of  this Lease in any other manner.  In any such event,
 Landlord may terminate any or all subtenancies or succeed to the interest of
 Tenant as sublandlord under any or all subtenancies.


 ARTICLE TEN:  DEFAULTS; REMEDIES

     Section 10.01. Covenants and Conditions. Tenant's performance of each of
 Tenant's  obligations under this Lease is a condition as well as a covenant.
 Tenant's right to continue in possession of the Property is conditioned upon
 such performance. Time is of the essence in the performance of all covenants
 and conditions.

     Section 10.02.  Defaults. Tenant shall be in material default under this
 Lease:

      (a) If  Tenant abandons  the Property  or if  Tenant's vacation  of the
 Property  results  in  the  cancellation   of  any  insurance  described  in
 Section 4.04;

      (b) If  Tenant fails to pay rent or  any other charge when due and such
 failure shall continue for a period of five (5) days after written notice to
 Tenant; provided, however, upon Landlord being required to notice Tenant  of
 a failure to  pay Base  Rent pursuant  to this  Section the  third time,  no
 written notice shall thereafter be required  as a condition to Tenant  being
 in default under this Lease pursuant to this Section;

      (c) If Tenant fails to perform any of Tenant's non-monetary obligations
 under this Lease for a period of thirty (30) days after written notice  from
 Landlord; provided  that if  more  than thirty  (30)  days are  required  to
 complete such  performance,  Tenant  shall  not  be  in  default  if  Tenant
 commences such performance within the thirty (30) day period and  thereafter
 diligently pursues its completion.  However, Landlord shall not be  required
 to give such notice if Tenant's failure to perform constitutes a non-curable
 breach of this Lease.  The notice required by this Paragraph is intended  to
 satisfy any and all  notice requirements imposed by  law on Landlord and  is
 not in addition to any such requirement.

      (d) (i) If Tenant makes a general assignment or general arrangement for
 the benefit of creditors; (ii) if a petition for adjudication of  bankruptcy
 or for reorganization or rearrangement is filed by or against Tenant and  is
 not dismissed within  ninety (90) days;  (iii) if a trustee  or receiver  is
 appointed to take possession of substantially all of Tenant's assets located
 at the Property or of Tenant's interest in this Lease and possession is  not
 restored to Tenant within ninety (90) days; or (iv) if substantially all  of
 Tenant's assets located  at the  Property or  of Tenant's  interest in  this
 Lease is subjected to attachment, execution or other judicial seizure  which
 is  not  discharged  within  ninety (90)  days.  If  a  court  of  competent
 jurisdiction determines that any of the acts described in this  subparagraph
 (d) is not a default under  this Lease, and a  trustee is appointed to  take
 possession (or if Tenant remains a debtor in possession) and such trustee or
 Tenant transfers Tenant's interest  hereunder, then Landlord shall  receive,
 as Additional  Rent,  the  excess,  if  any,  of  the  rent  (or  any  other
 consideration) paid in connection with such assignment or sublease over  the
 rent payable by Tenant under this Lease.

     Section 10.03. Remedies.   On the occurrence of any material  default by
 Tenant,  Landlord may,  at any time thereafter,  with  or  without notice or
 demand and without limiting Landlord in the exercise of any  right or remedy
 which Landlord may have:

      (a) Terminate Tenant's  right to  possession  of the  Property  by  any
 lawful means, in  which case  this Lease  shall terminate  and Tenant  shall
 immediately surrender  possession of  the Property  to  Landlord.   In  such
 event, Landlord  shall  be  entitled to  recover  from  Tenant  all  damages
 incurred by Landlord by reason of Tenant's default, including (i) the  worth
 at the time of the award of the unpaid Base Rent, Additional Rent and  other
 charges which Landlord had earned at  the time of the termination;  (ii) the
 worth at the time of the award of the amount by which the unpaid Base  Rent,
 Additional Rent and  other charges which  Landlord would  have earned  after
 termination until the time  of the award exceeds  the amount of such  rental
 loss that Tenant  proves Landlord could  have reasonably avoided;  (iii) the
 worth at the time of the award of the amount by which the unpaid Base  Rent,
 Additional Rent  and other  charges which  Tenant would  have paid  for  the
 balance of the Lease Term after the time of award exceeds the amount of such
 rental loss that Tenant proves Landlord  could have reasonably avoided;  and
 (iv) any other amount necessary to compensate Landlord for all the detriment
 proximately caused by Tenant's failure to perform its obligations under  the
 Lease or which in the  ordinary course of things  would be likely to  result
 therefrom, including, but  not limited to,  any costs  or expenses  Landlord
 incurs in maintaining  or preserving the  Property after  such default,  the
 cost of  recovering  possession  of the  Property,  expenses  of  reletting,
 including necessary  renovation or  alteration of  the Property,  Landlord's
 reasonable attorneys fees  incurred in  connection therewith,  and any  real
 estate commission paid or payable.  As used in subparts (i) and (ii)  above,
 the "worth at the  time of the  award" is computed  by allowing interest  on
 unpaid amounts  at the  rate of  fifteen percent  (15%) per  annum, or  such
 lesser amount as may then be  the maximum lawful rate.   As used in  subpart
 (iii) above, the "worth at the time of the award" is computed by discounting
 such amount  at  the  discount rate  of  the  Federal Reserve  Bank  of  San
 Francisco at the time of the  award, plus one percent  (1%).  If Tenant  has
 abandoned the  Property,  Landlord shall  have  the option  of  (i) retaking
 possession of the Property and recovering  from Tenant the amount  specified
 in this Paragraph 10.03(a), or (ii) proceeding under Paragraph 10.03(b);

      (b) Maintain  Tenant's right  to possession,  in which  case this Lease
 shall continue in effect whether or  not Tenant has abandoned the  Property.
 In such  event, Landlord  shall be  entitled to  enforce all  of  Landlord's
 rights and remedies  under this Lease,  including the right  to recover  the
 rent as it becomes due;

      (c) Pursue  any other  remedy  now or  hereafter available  to Landlord
 under the laws or judicial decisions of  the state in which the Property  is
 located.

     Section 10.04.  Repayment  of Unamortized  "Free"  Rent.  If  this Lease
 provides  for  a postponement of any  monthly rental  payments, a  period of
 "free" rent or other rent concession, such postponed rent or  "free" rent is
 called  the "Abated Rent".  Tenant shall be credited with having paid all of
 the Abated Rent on the expiration  of the  Lease Term  only  if  Tenant  has
 fully,  faithfully,  and  punctually  performed  all of Tenant's obligations
 hereunder,  including  the  payment of all rent (other than the Abated Rent)
 and all other monetary obligations and the surrender of  the Property in the
 physical condition required by  this  Lease.   Tenant acknowledges that  its
 right  to receive credit for the Abated Rent  is absolutely conditioned upon
 Tenant's full, faithful, and punctual performance  of its obligations  under
 this Lease. If Tenant defaults and does not cure within any applicable grace
 period, the unamortized (amortized on a straight line basis over the initial
 Term of this Lease) Abated Rent shall immediately become due and payable  in
 full and  this  Lease shall  be  enforced as  if  there were  no  such  rent
 abatement or other rent concession.

     Section 10.05. Automatic Termination.  Notwithstanding any other term or
 provision hereof to the contrary the Lease shall terminate on the occurrence
 of any act which affirms the Landlord's intention  to terminate the Lease as
 provided in  Section 10.03  hereof,  including the  filing  of  an  unlawful
 detainer action against Tenant.  On such termination, Landlord's damages for
 default shall include  all costs and  fees, including reasonable  attorneys'
 fees that  Landlord  incurs in  connection  with the  filing,  commencement,
 pursuing, and/or defending of  any action in any  bankruptcy court or  other
 court with respect to the  Lease; the obtaining of  relief from any stay  in
 bankruptcy restraining any action  to evict Tenant; or  the pursuing of  any
 action with respect to Landlord's right to possession of the Property.   All
 such  damages  suffered  (apart  from  Base  Rent  and  other  rent  payable
 hereunder) shall constitute  pecuniary damages which  must be reimbursed  to
 Landlord prior to  assumption of  the Lease by  Tenant or  any successor  to
 Tenant in any bankruptcy or other proceeding.

     Section 10.06. Cumulative Remedies.  Landlord's  exercise of any right or
 remedy shall not prevent it from exercising any other right or remedy.


 ARTICLE ELEVEN:  PROTECTION OF LENDERS

     Section 11.01. Subordination.  Landlord shall have the right to subordi-
 nate this Lease to any ground lease, deed of trust or  mortgage  encumbering
 the Property, any advances made on the security thereof  and  any  renewals,
 modifications, consolidations, replacements or extensions thereof,  whenever
 made or  recorded, provided  Tenant  is afforded  reasonable  nondisturbance
 protection in the lender's  form of subordination  agreement.  Tenant  shall
 reasonably cooperate  with Landlord  and any  lender  which is  acquiring  a
 security interest in the Property or  the Lease.  Tenant shall execute  such
 further reasonable  documents and  assurances as  such lender  may  require,
 provided that Tenant's obligations under this  Lease shall not be  increased
 in any material way (the performance of ministerial acts shall not be deemed
 material), and Tenant shall not be deprived of its rights under this  Lease.
 Tenant's right to  quiet possession of  the Property during  the Lease  Term
 shall not be disturbed if Tenant pays the rent and performs all of  Tenant's
 obligations under this Lease and is not otherwise in default.  If any ground
 lessor, beneficiary or mortgagee elects to have this Lease prior to the lien
 of its ground  lease, deed  of trust or  mortgage and  gives written  notice
 thereof to Tenant, this  Lease shall be deemed  prior to such ground  lease,
 deed of trust or mortgage whether this Lease is dated prior or subsequent to
 the date of  said ground lease,  deed of trust  or mortgage or  the date  of
 recording thereof.

     Section 11.02.  Attornment.   If Landlord's interest  in the Property is
 acquired by any ground lessor, beneficiary under a deed of trust, mortgagee,
 or purchaser at a foreclosure sale, Tenant shall attorn to the transferee of
 or successor to Landlord's interest  in  the  Property  and  recognize  such
 transferee or successor  as Landlord under  this Lease.   Tenant waives  the
 protection of any statute  or rule of  law which gives  or purports to  give
 Tenant any right  to terminate  this Lease  or surrender  possession of  the
 Property upon the transfer of Landlord's interest.

     Section 11.03.  Signing of Documents.  Tenant shall sign and deliver any
 instrument  or  documents necessary  or  appropriate  to  evidence any  such
 attornment or subordination or agreement to do so within ten (10) days after
 request by Landlord.

     Section 11.04. Estoppel Certificates.

      (a) Upon  Landlord's written request, not more  than four (4) times per
 year, Tenant shall execute,  acknowledge and deliver  to Landlord a  written
 statement certifying:   (i) that none  of the  terms or  provisions of  this
 Lease have been changed (or if they have been changed, stating how they have
 been changed); (ii) that this  Lease has not  been cancelled or  terminated;
 (iii) the last date of payment  of the Base Rent  and other charges and  the
 time period covered by  such payment; (iv) that Landlord  is not in  default
 under this Lease (or, if Landlord is claimed to be in default, stating why);
 and (v) such other representations or information with respect to Tenant  or
 the Lease  as  Landlord may  reasonably  request or  which  any  prospective
 purchaser or encumbrancer of the Property may require.  Tenant shall deliver
 such statement to Landlord  within ten (10)  days after Landlord's  request.
 Landlord may give any such statement by Tenant to any prospective  purchaser
 or encumbrancer of the  Property.  Such purchaser  or encumbrancer may  rely
 conclusively upon such statement as true and correct.

      (b) If  Tenant does not deliver such  statement to Landlord within such
 ten  (10)  day   period,  Landlord,   and  any   prospective  purchaser   or
 encumbrancer, may conclusively  presume and rely  upon the following  facts:
 (i) that the terms and provisions of this Lease have not been changed except
 as otherwise  represented by  Landlord; (ii) that  this Lease  has not  been
 cancelled  or  terminated  except  as  otherwise  represented  by  Landlord;
 (iii) that not more than  one month's Base Rent  or other charges have  been
 paid in advance; and (iv) that Landlord  is not in default under the  Lease.
 In such  event, Tenant  shall be  estopped from  denying the  truth of  such
 facts.

     Section 11.05. Tenant's Financial Condition.  Within ten (10) days after
 written  request  from  Landlord,  no more than twice per year, Tenant shall
 deliver to Landlord such financial statements  as  Landlord  or  its  lender
 shall  reasonably require to verify the net worth and financial condition of
 Tenant or  any  assignee  or  subtenant of  Tenant.   In the  event Tenant's
 shares  of stock  are publicly traded and financial information on Tenant is
 generally  available  to  the public, then Tenant  may satisfy the foregoing
 requirement  by  delivering  to  Landlord  such  financial information as is
 available to  the  public.  Tenant  represents and warrants to Landlord that
 each such financial statement  is  a  true  and accurate statement as of the
 date of such  statement in all material respects.   All financial statements
 shall be  confidential and shall be used only for the purposes  set forth in
 this Lease, except  to  the extent the financial statements are available to
 the public.


 ARTICLE TWELVE:  LEGAL COSTS

     Section 12.01.  Legal  Proceedings.  If  Tenant or Landlord  shall be in
 breach or default under this Lease,  such  party  (the  "Defaulting  Party")
 shall reimburse the other party (the "Nondefaulting Party")  upon demand for
 any costs or expenses that the Nondefaulting Party incurs in connection with
 any  breach or default of the Defaulting  Party under this Lease, whether or
 not suit  is  commenced or judgment entered.  Such costs shall include legal
 fees and costs incurred for the negotiation of a settlement,  enforcement of
 rights or otherwise.  Furthermore, if any action for breach of or to enforce
 the provisions of this  Lease is commenced, the  court in such action  shall
 award to the party in whose favor a judgment is entered, a reasonable sum as
 attorneys' fees and costs.  The losing  party in such action shall pay  such
 attorneys' fees and costs.  Tenant shall also indemnify Landlord against and
 hold Landlord  harmless  from all  costs,  expenses, demands  and  liability
 Landlord may incur if Landlord becomes  or is made a  party to any claim  or
 action (a) instituted by  Tenant against any  third party, or  by any  third
 party against Tenant, or by or against any person holding any interest under
 or using  the Property  by  license of  or  agreement with  Tenant;  (b) for
 foreclosure of any lien for labor or material furnished to or for Tenant  or
 such other person; (c) otherwise arising out of or resulting from any act or
 transaction of  Tenant or  such other  person; or  (d) necessary to  protect
 Landlord's interest under this  Lease in a  bankruptcy proceeding, or  other
 proceeding under Title 11  of the United  States Code, as  amended.   Tenant
 shall defend Landlord against any such  claim or action at Tenant's  expense
 with counsel reasonably acceptable to  Landlord or, at Landlord's  election,
 Tenant shall reimburse Landlord for any legal fees or costs Landlord  incurs
 in any such claim or action.

     Section 12.02.   Landlord's   Consent.   Tenant   shall  pay  Landlord's
 reasonable  attorneys' fees incurred in connection with Tenant's request for
 Landlord's consent  under Article  Nine (Assignment  and Subletting),  or in
 connection with any other act which Tenant proposes to do and which requires
 Landlord's consent.


 ARTICLE THIRTEEN:  MISCELLANEOUS PROVISIONS

     Section 13.01.   Non-Discrimination.   Tenant  promises,  and  it  is  a
 condition  to  the  continuance  of  this  Lease,  that  there  will  be  no
 discrimination  against,  or  segregation of, any person or group of persons
 on the basis of race, color, sex, creed, national origin  or ancestry in the
 leasing, subleasing, transferring, occupancy, tenure or use of  the Property
 or any portion thereof.

     Section 13.02. Landlord's Liability; Certain Duties.

      (a) As used in this Lease, the term  "Landlord" means only the  current
 owner or owners of  the fee title  to the Property  or the leasehold  estate
 under a ground lease of the Property at the time in question.  Each Landlord
 is obligated to perform  the obligations of Landlord  under this Lease  only
 during the time such Landlord owns such interest or title.  Any Landlord who
 transfers its title or interest is relieved of all liability with respect to
 the obligations of Landlord under this Lease to be performed on or after the
 date of transfer.   However, each Landlord shall  deliver to its  transferee
 all funds  that Tenant  previously paid  if  such funds  have not  yet  been
 applied under the terms of this Lease.

      (b) Tenant  shall give  written notice  of any  failure by Landlord  to
 perform any  of its  obligations under  this Lease  to Landlord  and to  any
 ground lessor, mortgagee or beneficiary under any deed of trust  encumbering
 the Property  whose  name and  address  have  been furnished  to  Tenant  in
 writing.  Landlord shall not be in default under this Lease unless  Landlord
 (or such ground lessor,  mortgagee or beneficiary) fails  to cure such  non-
 performance within  thirty  (30)  days after  receipt  of  Tenant's  notice.
 However, if such non-performance reasonably  requires more than thirty  (30)
 days to cure, Landlord  shall not be  in default if  such cure is  commenced
 within such  thirty (30)  day period  and thereafter  diligently pursued  to
 completion.

      (c) Notwithstanding  any term or provision  herein to the contrary, the
 liability of  Landlord for  the performance  of its  duties and  obligations
 under this Lease  is limited  to Landlord's  interest in  the Property,  and
 neither the  Landlord  nor its  partners,  shareholders, officers  or  other
 principals shall have any personal liability under this Lease.

     Section 13.03.  Severability.  A determination  by  a court of competent
 jurisdiction that any  provision  of  this  Lease  or any  part  thereof  is
 illegal  or  unenforceable  shall not cancel  or invalidate the remainder of
 such provision or this Lease, which shall remain in full force and effect.

     Section 13.04. Interpretation.  The captions of the Articles or Sections
 of  this Lease are to assist the parties in reading this Lease and are not a
 part  of  the  terms  or provisions of this Lease.  Whenever required by the
 context of this Lease, the singular shall include the plural and the  plural
 shall include the singular. The masculine, feminine and neuter genders shall
 each include the  other.  In any provision relating to the conduct,  acts or
 omissions of  Tenant,  the  term "Tenant"  shall  include  Tenant's  agents,
 employees, contractors, invitees,  successors or others  using the  Property
 with Tenant's expressed or implied permission.

     Section 13.05. Incorporation  of Prior Agreements;  Modifications.  This
 Lease is the only  agreement between  the parties pertaining to the lease of
 the Property and no  other agreements are effective.  All amendments to this
 Lease shall be in writing  and signed by all  parties.  Any other  attempted
 amendment shall be void.

     Section 13.06. Notices.   All  notices required  or permitted under this
 Lease  shall  be  in  writing  and shall be  personally delivered or sent by
 certified  mail, return receipt  requested,  postage  prepaid.   Notices  to
 Tenant  shall  be delivered to the address specified in  Section 1.03 above,
 except that  upon  Tenant's taking possession of the Property,  the Property
 shall be Tenant's address for notice purposes.  Notices to Landlord shall be
 delivered to the address specified in Section 1.02 above.  All notices shall
 be effective upon delivery.  Either party may change its notice address upon
 written notice to the other party.

     Section 13.07. Waivers. All waivers must be in writing and signed by the
 waiving party.  Landlord's failure to enforce any provision of this Lease or
 its  acceptance of rent shall not be a waiver and shall not prevent Landlord
 from enforcing  that  provision  or any other provision of this Lease in the
 future.  No  statement  on  a  payment  check  from  Tenant  or  in a letter
 accompanying  a  payment check shall be  binding on Landlord, Landlord  may,
 with or without notice to Tenant negotiate such check without being bound to
 the conditions of such statement.

     Section 13.08.  No  Recordation.  Tenant  shall  not  record  this Lease
 without  prior  written consent  from Landlord.  However, either Landlord or
 Tenant may require that a "Short Form" memorandum of this Lease executed  by
 both parties be recorded.  The party requiring such recording shall  pay all
 transfer taxes and recording fees.

     Section 13.09. Binding Effect; Choice of Law. This Lease binds any party
 who legally acquires  any rights  or interest in this Lease from Landlord or
 Tenant.  However, Landlord  shall have no  obligation to Tenant's  successor
 unless the  rights  or  interests of  Tenant's  successor  are  acquired  in
 accordance with the terms of this Lease.  The laws of the state in which the
 Property is located shall govern this Lease.

     Section 13.10.  Corporate Authority; Partnership Authority. If Tenant is
 a  corporation  or limited liability company, each person signing this Lease
 on behalf of Tenant represents and warrants that he has full authority to do
 so and that this Lease binds the corporation or  limited liability  company.
 Within thirty (30) days after this Lease is signed, Tenant shall deliver  to
 Landlord a certified  copy of a  resolution of Tenant's  Board of  Directors
 authorizing the execution of this Lease or other evidence of such  authority
 reasonably acceptable to Landlord.  If Tenant is a partnership, each  person
 or entity signing this Lease for  Tenant represents and warrants that he  or
 it is a general partner of the partnership, that he or it has full authority
 to sign for the  partnership and that this  Lease binds the partnership  and
 all  general partners of the partnership.  Tenant shall give written  notice
 to Landlord of any general partner's withdrawal or addition.  Within  thirty
 (30) days after  this Lease is  signed, Tenant shall  deliver to Landlord  a
 copy of Tenant's recorded statement of partnership or certificate of limited
 partnership.

     Section 13.11.  Force Majeure.  If Landlord or Tenant cannot perform any
 of its obligations due to events beyond Landlord's or  Tenant's control, the
 time provided for performing such obligations shall be extended  by a period
 of time equal to the duration  of such events.  Events beyond Landlord's  or
 Tenant's control include, but  are not limited to,  acts of God, war,  civil
 commotion, labor disputes, strikes, fire, flood or other casualty, shortages
 of labor  or  material, government  regulation  or restriction  and  weather
 conditions.  Financial inability is not a force majeure event.

     Section 13.12.   Execution  of  Lease.   This  Lease may  be executed in
 counterparts and, when all counterpart documents are executed,  the counter-
 parts shall constitute a single binding instrument.   Landlord's delivery of
 this Lease to Tenant shall not be deemed to be  an offer to  lease and shall
 not  be  binding  upon  either party  until executed and delivered  by  both
 parties.

     Section 13.13.   Survival.   All   representations   and  warranties  of
 Landlord and Tenant shall survive the termination of this Lease.


 ARTICLE FOURTEEN:  BROKERS

      When this Lease is signed by and delivered to both Landlord and Tenant,
 Landlord shall pay a  real estate commission to  Landlord's Broker named  in
 Section 1.08 above as provided in the written agreement between Landlord and
 Landlord's Broker, and  to Tenant's Broker  named in  Section 1.08 above  as
 provided in the written agreement between Landlord and Tenant's Broker.

      Landlord and Tenant  each warrant that  they have dealt  with no  other
 real estate broker(s) in connection with this transaction except  Landlord's
 Broker, who represents Landlord, and Tenant's Broker, who represents Tenant.

      Landlord and Tenant  have signed  this Lease at  the place  and on  the
 dates specified adjacent to  their signatures below  and have initialed  all
 Riders which are attached to or incorporated by reference in this Lease.

                                                     "LANDLORD"
 Signed on _____________________, 2003  MAINTENANCE WAREHOUSE/AMERICA CORP.,
                                        a Texas corporation
 at __________________________________

                                        By:
                                        _____________________________________

                                        Its:
                                        _____________________________________





                                                  "TENANT"
 Signed on February 28, 2003            CARRINGTON LABORATORIES, INC.,
                                        a Texas corporation
 at _________________________________

                                        By:  /s Carlton E. Turner

                                        Its:  President & CEO

                                        By:
                                        __________________________________

                                        Its:
                                        __________________________________




     IN ANY REAL ESTATE TRANSACTION, IT  IS RECOMMENDED THAT YOU CONSULT
     WITH A PROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST
     OR OTHER PERSON WITH EXPERIENCE IN  EVALUATING THE CONDITION OF THE
     PROPERTY, INCLUDING  THE POSSIBLE  PRESENCE OF  ASBESTOS, HAZARDOUS
     MATERIALS AND UNDERGROUND STORAGE TANKS


<PAGE>

                              ADDENDUM TO LEASE


 This Addendum to  Lease ("Addendum")  is made  in order  to supplement  that
 certain INDUSTRIAL  REAL ESTATE  LEASE (SINGLE-TENANT  FACILITY)  ("Lease"),
 dated February 21, 2003, by and between Maintenance Warehouse/America Corp.,
 a Texas corporation ("Landlord") and Carrington Laboratories, Inc., a  Texas
 corporation ("Tenant").   Landlord  and Tenant  agree that,  notwithstanding
 anything contained in the Lease to the contrary, the provisions set forth in
 this Addendum will be deemed to be a part of  the Lease and in the event  of
 any conflict  or inconsistency  between the  Lease  and this  Addendum,  the
 provisions of this Addendum  shall supercede and  control.  Any  capitalized
 terms used  herein shall  have the  same meaning  as provided  in the  Lease
 except as expressly provided in this Addendum.  The paragraph numbers  below
 under numbered consecutively with those in the Lease.

 15.Renewal Options.

 A. Option to Extend Term.  Landlord grants to Tenant two (2) option(s)  (the
 "Option") to extend the Lease Term for an additional term of five (5)  years
 each (the  "Extension"), on  the same  terms, conditions  and covenants  set
 forth in this Lease, except as provided below.  Each Option may be exercised
 only by  written notice  delivered to  the Landlord  no earlier  than  three
 hundred sixty-five (365) days before, and  no later than one hundred  eighty
 (180) days  before,  the expiration  of  the  Lease Term  or  the  preceding
 Extension of the Lease  Term, whichever is applicable.   If Tenant fails  to
 deliver Landlord written  notice of  the exercise  of an  Option within  the
 prescribed time period, such Option and any succeeding Options shall  lapse,
 and there shall be no further right to  extend the Lease Term.  Each  Option
 may only be exercised by Tenant on  the express condition that, at the  time
 of the exercise, Tenant  is not in  default under any  of the provisions  of
 this Lease beyond  any applicable  notice and  cure period.   The  foregoing
 Options are  personal to  Tenant and  may not  be exercised  by an  assignee
 (except an assignee who  is a Tenant Affiliate  pursuant to Section 9.02  of
 the Lease) or subtenant without Landlord's written consent.

 B. Calculation of  Rent.   The Base Rent  during the  Extension(s) shall  be
 determined by one of the following methods [check one]:

    1. Consumer Price Index  Adjustment.  The  monthly Base  Rent during  the
 Extension shall be determined by multiplying the monthly installment of Base
 Rent during the last  month of the  Lease Term by  a fraction determined  as
 follows:

      a. The numerator shall  be the Latest Index  which means either
         [check one]:

            (1) the Index published for the nearest calendar month
                preceding the first day of the Extension, or
            (2) the Index for the month of________________________
                preceding the Extension.

      b. The denominator shall be the Initial Index which means either
         [check one]:

            (1) the Index published for the nearest calendar month
                preceding the Commencement Date, or
            (2) the Index for the month of preceding the Commencement Date.

 [If no blanks are filled in above, the choice (1) including the phrase, "the
 nearest calendar month preceding," shall apply.]

      c. The  Index means  the  Consumer  Price Index  (CPI)  for  All  Urban
 Consumers  (All  Items)  U.S.  City  Average  (unless this box is checked in
 which case  the  CPI  for  the  Dallas/Fort Worth Consolidated  Metropolitan
 Statistical Area shall be used) published by the U. S. Department of  Labor,
 Bureau of Labor Statistics (Base  Index of 1982-84 =100).   If the Index  is
 discontinued or revised,  the new index  or computation  which replaces  the
 Index shall be  used in  order to obtain  substantially the  same result  as
 would have been obtained  if it had  not been discontinued  or revised.   If
 such computation  would reduce  the Rent  for the  particular Extension,  it
 shall be disregarded, and the Rent  during the immediately preceding  period
 shall apply instead.

    2. Fair Market Rental Value.  The Base  Rent during each Extension  shall
 be the Fair Market Rental determined as follows:

      a. The "Fair  Market Rental"  of the Property  means the  price that  a
 ready and willing tenant would pay  as of the commencement of the  Extension
 as monthly  rent  to  a  ready and  willing  landlord  of  demised  premises
 comparable to the  Property if the  property were exposed  for lease on  the
 open market for  a reasonable period  of time, and  taking into account  the
 term of the  Extension, the  amount of improvements  made by  Tenant at  its
 expense, the creditworthiness  of the Tenant,  and all of  the purposes  for
 which the property may be used and not just  the use proposed to be made  of
 the Property by Tenant.  Upon proper written notice by Tenant to Landlord of
 Tenant's election  to exercise  the renewal  Option, Landlord  shall  within
 fifteen (15) days thereafter notify Tenant in writing of Landlord's proposed
 Fair Market  Rental amount  and Tenant  shall thereupon  notify Landlord  of
 Tenant's acceptance or rejection of Landlord's proposed amount.  Failure  of
 Tenant to reject Landlord's  Fair Market Rental  amount within fifteen  (15)
 days after receipt of Landlord's notice shall be deemed Tenant's  acceptance
 of Landlord's proposed Fair Market Rental amount.

      b. If Landlord  and Tenant  have not  been able  to agree  on the  Fair
 Market Rental  amount  prior  to the  date  the  option is  required  to  be
 exercised, the  rent  for the  Extension  shall be  determined  as  follows:
 Within thirty (30) days following the  exercise of the option, Landlord  and
 Tenant shall  endeavor  in good  faith  to  agree upon  a  single  Appraiser
 (defined below).  If Landlord and Tenant  are unable to agree upon a  single
 Appraiser within  the  thirty  day  period,  each  shall  then  appoint  one
 Appraiser by written notice to the  other, given within ten (10) days  after
 the thirty day period.   Within ten (10) days  after the two Appraisers  are
 appointed, the two Appraisers  shall appoint a third  Appraiser.  If  either
 Landlord or Tenant fails to appoint its Appraiser within the prescribed time
 period the single Appraiser appointed shall determine the Fair Market Rental
 amount of the Property.   Each party  shall bear the  cost of the  appraiser
 appointed by it and the  parties shall share equally  the cost of the  third
 appraiser.   The  term  "Appraiser" means  a  State  Certified  Real  Estate
 Appraiser licensed by the State of Texas to value commercial property.

      c. The Fair Market  Rental Value of the  Property shall be the  average
 of two of  the three  appraisals which are  closest in  amount as  described
 below, and the third appraisal shall be disregarded.  In no event shall  the
 Rent be reduced by reason of such computation.  If the Fair Market Rental is
 not determined prior to the commencement of the Extension, then Tenant shall
 continue to pay to Landlord the Rent applicable to the Property  immediately
 prior to the Extension  until the Fair Market  Rental amount is  determined,
 and when it is determined, Tenant shall pay to Landlord within ten (10) days
 after receipt of such notice the  difference between the Rent actually  paid
 by Tenant to Landlord and the new Rent determined under this Lease.

   C. Fixed Rental Adjustments.   The monthly  Base Rent  shall be  increased
 beginning on the following dates to these amounts:

      Date: ______________________  Amount: ________________________
      Date: ______________________  Amount: ________________________
      Date: ______________________  Amount: ________________________
      Date: ______________________  Amount: ________________________

 16. So long as  Tenant  is  not  in default  under  this  Lease  beyond  any
 applicable notice  and cure  period (and  subject to  Section 10.04 of  this
 Lease), Base Rent shall be abated for  months two and three of the  original
 Lease Term.

 17. The existing pallet racks in the Building shall be left in place for the
 Term  (as  extended),  shall  remain  Landlord's  property,  and  shall   be
 surrendered to Landlord upon expiration or  earlier termination in the  same
 condition received, ordinary  wear and tear  excepted.  Notwithstanding  the
 foregoing, Tenant  may,  at its  sole  cost, in  a  lien-free and  good  and
 workmanlike manner, remove all racks which are less than four (4) feet  wide
 (that is, not  wide enough to  support heavy pallets)  and store  them in  a
 portion of the warehouse convenient to  Tenant and reasonably accessible  by
 Landlord.  Tenant  shall repair  all damage caused  by the  removal of  such
 racks.  Within thirty (30) days after request by Tenant, Landlord shall,  at
 Landlord's sole expense, haul away and dispose of such racks.

 18. The "Commencement Date" shall be the  date on which the last of Landlord
 and Tenant sign this Lease as  indicated next to their respective  signature
 blocks hereon.   The  original Term  shall expire  on the  last day  of  the
 calendar month which is 62 calendar months after the calendar month in which
 the Commencement Date occurs.