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                             California Chapters of the
       Society of Industrial and Office Realtors-Registered Trademark-, Inc.


                            INDUSTRIAL REAL ESTATE LEASE
                              (MULTI-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:  April 29, 1997
     Section 1.02.  LANDLORD (INCLUDE LEGAL ENTITY):  Patrick Commerce Center,
          LLC a Nevada limited liability company
Address of landlord: 4415 Spring Mountain Road, Suite 100, Las Vegas,
          Nevada 89102
     Section 1.03.  TENANT (INCLUDE LEGAL ENTITY): PDS Financial Corporation -
          Nevada, Inc.  a Nevada corporation
Address of Tenant:  6171 McLeod Drive, Suites H through M, Las Vegas,
          Nevada 89102
     Section 1.04.  PROPERTY:  The Property is part of Landlord's
multi-tenant real property development known as Patrick Commerce Center and
described or depicted in Exhibit "A" (the "Project").  The Project includes
the land, the buildings and all other improvements located on the land, and
the common areas described in Paragraph 4.05(a).  The Property is (include
street address, approximate square footage and description) An approximate
30,409 square foot (net rentable area) office/warehouse unit within the
223,890 square foot "Project."  The address for the unit is 6171 McLeod
Drive, Suites H through M, Las Vegas, Nevada 89102
     Section 1.05.  LEASE TERM: Seven (7) years  Five (5) months beginning on
August 1, 1997 or such other date as is specified in this Lease, and ending
on January 31, 2005
     Section 1.06.  PERMITTED USES:  (see Article Five) General
office/administrative, as well as  the storage and refurbishing of gaming
equipment and related lawful uses.
     Section 1.07.  TENANT'S GUARANTOR:  (If none, so state):  PDS Financial
Corporation, a MN corporation.
     Section 1.08.  BROKERS:  (See Article Fourteen) (If none, so state)
Landlord's Broker: Michael G. DeLew, Stuart Mixer Commercial Oncor
International
Tenant's Broker: Donna Alderson, CB Commercial Real Estate Corporation,
Inc.
     Section 1.09.  COMMISSION PAYABLE TO LANDLORD'S BROKER: (See Article
Fourteen) $ Per separate agreement
     Section 1.10.  INITIAL SECURITY DEPOSIT: (See Section 3.03)
$17,322.32
     Section 1.11.  VEHICLE PARKING SPACES ALLOCATED TO TENANT: (See Section
4.05)  Forty-two(42)
     Section 1.12.  RENT AND OTHER CHARGES PAYABLE TO TENANT:
     (a) BASE RENT  Seventeen thousand three hundred twenty two and 32/100
Dollars ($17,322.32) per month for the first Twelve (12) months, as provided
in Section 3.01, and shall be increased on the first day of the See addendum one
month(s) after the commencement Date, either (i) as provided in Section 3.02,
or (ii)
_____________________________________________________________
_____________________________________________________________________________
If (ii) is completed, then (i) and Section 3.02 are inapplicable) (See Addendum
One)
     (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) Tenant's Initial Pro Rata Share of

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Common Area Expenses addendum one % (See Section 4.05); (v) Impounds for
Insurance Premiums and Property Taxes (See Section 4.08); (vi) 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.  RIDERS:  THE FOLLOWING RIDERS ARE ATTACHED TO AND MADE A
PART OF THIS LEASE: (If none, so state) Addendum One
Exhibits "A", "B", "C", "D", "E" & "F", & Corporate Guaranty of Lease
Duties Owed By A Nevada Real Estate Agent

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.

     Section 2.02.  DELAY IN COMMENCEMENT.  Landlord shall not be liable to
Tenant if Landlord does not deliver possession of the Property to Tenant on the
Commencement Date.  Landlord's non-delivery of the Property to Tenant on that
date shall not affect this Lease or the obligations of Tenant under this Lease
except that the Commencement Date shall be delayed until Landlord delivers
possession of the Property to Tenant and the Lease Term shall be extended for a
period equal to the delay in delivery of possession of the Property to Tenant,
plus the number of days necessary to end the Lease Term on the last day of a
month.  If a Landlord does not deliver possession of the Property to Tenant
within sixty (60) days after the Commencement Date, Tenant may elect to cancel
this Lease by giving written notice to Landlord within ten (10) days after the
sixty (60)-day period ends.  If Tenant gives such notice, the Lease shall be
cancelled and neither Landlord nor Tenant shall have any further obligations to
the other.  If Tenant does not give such notice, Tenant's right to cancel the
Lease shall expire and the Lease Term shall commence upon the delivery of
possession of the Property to Tenant.  If delivery of possession of the Property
to Tenant is delayed, Landlord and Tenant shall, upon such delivery, execute an
amendment to this Lease setting forth the actual Commencement Date and
expiration date of the Lease.  Failure to execute such amendment shall not
affect the actual Commencement Date and expiration date of the Lease.

     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.

     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.  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 twenty-five percent (25%).

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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.  COST OF LIVING INCREASES.  The Base Rent shall be increased
on each date (the "Rental Adjustment Date") stated in Paragraph 1.12(a) above in
accordance with the increase in the United States Department of Labor, Bureau of
Labor Statistics, Consumer Price Index for All Urban Consumers (all items for
the geographical Statistical Area in which the Property is located on the basis
of 1982-1984 = 100) (the "Index") as follows:

     (a)  The Base Rent (the "Comparison Base Rent") in effect immediately
before each Rental Adjustment Date shall be increased by the percentage that the
Index has increased from the date (the "Comparison Date") on which payment of
the Comparison Base Rent began through the month in which the applicable Rental
Adjustment Date occurs.  The Base Rent shall not be reduced by reason of such
computation.  Landlord shall notify Tenant of each increase by a written
statement which shall include the Index for the applicable Comparison Date, the
Index for the applicable Rental Adjustment Date, the percentage increase between
those two indices, and the new Base Rent.  Any increase in the Base Rent
provided for in this Section 3.02 shall be subject to any minimum or maximum
increase, if provided for in Paragraph 1.12(a).

     (b)  Tenant shall pay the new Base Rent from the applicable Rental
Adjustment Date until the next Rental Adjustment Date.  Landlord's notice may be
given after the applicable Rental Adjustment Date of the increase, and Tenant
shall pay Landlord the accrued rental adjustment for the months elapsed between
the effective date of the increase and Landlord's notice of such increase within
ten (10) days after Landlord's notice.  If the format or components of the Index
are materially changed after the Commencement Date, Landlord shall substitute an
index which is published by the Bureau of Labor Statistics or similar agency and
which is most nearly equivalent to the Index in effect on the Commencement Date.
The substitute index shall be used to calculate the increase in the Base Rent
unless Tenant objects to such index in writing within fifteen (15) days after
receipt of Landlord's notice.  If Tenant objects, Landlord and Tenant shall
submit the selection of the substitute index for binding arbitration in
accordance with the rules and regulations of the American Arbitration
Association at its office closest to the Property.  The costs of arbitration
shall be borne equally by Landlord and Tenant.

          Said increase shall be adjusted annually to reflect no less than three
          percent (3%) and not greater than four percent (4%) per annum.

     Section 3.03.  SECURITY DEPOSIT; INCREASES.

     (a)  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 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.

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     (b)  Each time the Base Rent is increased, Tenant shall deposit additional
funds with Landlord sufficient to increase the Security Deposit to an amount
which bears the same relationship to the adjusted Base Rent as the initial
Security Deposit bore to the initial Base Rent.

     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
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.  Subject to
Paragraph 4.02(c) and Section 4.08 below, such payment shall be made at least
(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; (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; (iv) any tax imposed upon this transaction or based upon a
re-assessment 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.

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          (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.

     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 as an additional insured under such policy.  The initial
amount of such insurance shall be One Million Dollars ($1,000,000) per
occurrence and shall be subject to periodic increase based upon inflation.
Increased liability awards, recommendation of Landlord's professional insurance
advisers and other relevant factors.  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 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 AND RENTAL INCOME INSURANCE.  During the Lease Term, Landlord
shall maintain policies of insurance covering loss 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.  Landlord shall not obtain
insurance for Tenant's fixtures or equipment or building improvements installed
by Tenant on the Property.  During the Lease Term, Landlord shall also maintain
a rental income insurance policy, with loss payable to Landlord, in an amount
equal to one year's Base Rent, plus estimated real property taxes and insurance
premiums.  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 Five Thousand Dollars ($5,000).  Tenant shall
not do or permit anything to be done which invalidates any such insurance
policies.

     (c)  Payment of Premiums.  Subject to Section 4.08, 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).  For insurance policies maintained by Landlord which cover improvements
on the entire Project, Tenant shall pay Tenant's

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prorated share of the premiums, in accordance with the formula in Paragraph
4.05(e) for determining Tenant's share of Common Area costs.  If insurance
policies maintained by Landlord cover improvements on real property other
than the Project, 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 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 primary benefit of Landlord.  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, 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.  COMMON AREAS; USE, MAINTENANCE AND COSTS.

     (a)  COMMON AREAS.  As used in this Lease, "Common Areas" shall mean all
areas within the Project which are available for the common use of tenants of
the Project and which are not leased or held for

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the exclusive use of Tenant or other tenants, including, but not limited to,
parking areas, driveways, sidewalks, loading areas, access roads, corridors,
landscaping and planted areas.  Landlord, from time to time, may change the
size, location, nature and use of any of the Common Areas, convert Common
Areas into leasable areas, construct additional parking facilities (including
parking structures) in the Common Areas, and increase or decrease Common Area
land and/or facilities. Tenant acknowledges that such activities may result
in inconvenience to Tenant. Such activities and changes are permitted if they
do not materially affect Tenant's use of the Property.

     (b)  USE OF COMMON AREAS.  Tenant shall have the nonexclusive right (in
common with other tenants and all others to whom Landlord has granted or may
grant such rights) to use the Common Areas for the purposes intended, subject to
such reasonable rules and regulations as Landlord may establish from time to
time.  Tenant shall abide by such rules and regulations and shall use its best
effort to cause others who use the Common Areas with Tenant's express or implied
permission to abide by Landlord's rules and regulations.  At any time, Landlord
may close any Common Areas to perform any acts in the Common Areas as, in
Landlord's judgment, are desirable to improve the Project.  Tenant shall not
interfere with the rights of Landlord, other tenants or any other person
entitled to use the Common Areas.

     (c)  SPECIFIC PROVISION RE:  VEHICLE PARKING.  Tenant shall be entitled to
use the number of vehicle parking spaces in the Project allocated to Tenant in
Section 1.11 of the Lease without paying any additional rent.  Tenant's parking
shall not be reserved and shall be limited to vehicles no larger than standard
size automobiles or pickup utility vehicles.  Tenant shall not cause large
trucks or other large vehicles to be parked within the Project or on the
adjacent public streets.  Temporary parking of large delivery vehicles in the
Project may be permitted by the rules and regulations established by Landlord.
Vehicles shall be parked only in striped parking spaces and not in driveways,
loading areas or other locations not specifically designated for parking.
Handicapped spaces shall only be used by those legally permitted to use them.
If Tenant parks more vehicles in the parking area than the number set forth in
Section 1.11 of this Lease, such conduct shall be a material breach of this
Lease.  In addition to Landlord's other remedies under this Lease, Tenant shall
pay a daily charge determined by Landlord for each such additional vehicle.

                           (SEE ADDENDUM ONE, SECTION 23)

     (d)  MAINTENANCE OF COMMON AREAS.  Landlord shall maintain the Common Areas
in good order, condition and repair and shall operate the Project, in Landlord's
sole discretion, as a first-class industrial/commercial real property
development.  Tenant shall pay Tenant's pro rata share (as determined below) of
all costs incurred by Landlord for the operation and maintenance of the Common
Areas.  Common Area costs include, but are not limited to, costs and expenses
for the following:  gardening and landscaping; utilities, water and sewage
charges; maintenance of signs (other than tenants' signs); premiums for
liability, property damage, fire and other types of casualty insurance on the
Common Areas and worker's compensation insurance; all property taxes and
assessments levied on or attributable to the Common Areas and all Common Area
improvements; all personal property taxes levied on or attributable to personal
property exclusively used in connection with the Common Areas; straight-line
depreciation on personal property owned by Landlord which is exclusively
consumed in the operation or maintenance of the Common Areas; rental or lease
payments paid by Landlord for rented or leased personal property exclusively
used in the operation or maintenance of the Common Areas; fees for required
licenses and permits; repairing, resurfacing, repaving, maintaining, painting,
lighting, cleaning, refuse removal, security and similar items; reserves for
roof replacement and exterior painting and other appropriate reserves; and a
reasonable allowance to Landlord for Landlord's supervision of the Common Areas
(not to exceed five percent (5%) of the gross rents of the Project for the
calendar year).  Landlord may cause any or all of such services to be provided
by third parties and the

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cost of such services shall be included in Common Area costs.  Common Area
costs shall not include depreciation of real property which forms part of the
Common Areas, costs of alterations of the premises for Tenants of the
project, depreciation charges of real property, interest and principal
payments on mortgages, ground rental payments, real estate brokerage and
leasing commissions, expenses incurred in enforcing obligations of Tenants of
the project, salaries and other compensation of Landlord (other than as
provided for herein).  Costs for special services provided to any one Tenant
of the project but not to Tenants of the project generally, and costs of
marketing or advertising the project.

     (e)  TENANT'S SHARE AND PAYMENT.  Tenant shall pay Tenant's annual pro rata
share of all Common Area costs prorated for any fractional month) upon written
notice from Landlord that such costs are due and payable and in any event prior
to delinquency.  Tenant's pro rata share shall be calculated by dividing the
square foot area of the Property, as set forth in Section 1.04 of the Lease, by
the aggregate square foot area of the Project which is leased or held for lease
by tenants, as of the date on which the computation is made.  Tenant's initial
pro rata share is set out in Paragraph 1.13(b).  Any changes in the Common Area
costs and/or the aggregate area of the Project leased or held for lease during
the Lease Term shall be effective on the first day of the month after such
change occurs.  Landlord may at Landlord's election, estimate in advance and
charge to Tenant as Common Area costs, all real property taxes for which Tenant
is liable under Section 4.02 of the Lease, all insurance premiums for which
Tenant is liable under Section 4.04 of the Lease, all maintenance and repair
costs for which Tenant is liable under Section 6.04 of the Lease, and all other
Common Area costs payable by Tenant hereunder.  At Landlord's election, such
statements of estimated Common Areas costs shall be delivered monthly, quarterly
or at any other periodic intervals to be designated by Landlord.  Landlord may
adjust such estimates at any time based upon Landlord's experience and
reasonable anticipation of costs.  Such adjustments shall be effective as of the
next rent payment date after notice to Tenant.  Within sixty (60) days after the
end of each calendar year of the Lease Term, Landlord shall deliver to Tenant a
statement prepared in accordance with generally accepted accounting principles
setting forth, in reasonable detail, the Common Area costs paid or incurred by
Landlord during the preceding calendar year and Tenant's pro rata share.  Upon
receipt of such statement, there shall be an adjustment between Landlord and
Tenant, with payment to or credit given by Landlord (as the case may be) so that
Landlord shall received the entire amount of Tenant's share of such costs and
expenses for such period.

     Section 4.06.  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
ten percent (10%) 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 4.07.  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
fifteen percent (15%) 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 is hereby decreased
to the maximum legal interest rate permitted by law.

     Section 4.08.  IMPOUNDS FOR INSURANCE PREMIUMS AND REAL PROPERTY TAXES.  If
requested by any ground lessor or lender to whom Landlord has granted a security
interest in the Property, or if Tenant is more than ten (10) days late in the
payment of rent more that once in any consecutive twelve (12) month period,
Tenant shall pay Landlord a sum equal to one-twelfth (1/12) of the annual real
property taxes

                                     8

<PAGE>

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 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 tenants of the Project, 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 statutes, ordinances,
rules, regulations, orders and requirements regulating the use by Tenant  of the
Property, including the Occupational Safety and Health Act.

     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.  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.  Tenant shall not conduct or
permit any auctions or sheriff's sales at the Property.

     Section 5.05.  INDEMNITY.  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 or use of Hazardous Material caused or permitted by Tenant; (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) other acts or omissions of Tenant.  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

                                      9
<PAGE>

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 sole active negligence.  As used in this Section, the term
"Tenant" shall include Tenant's employees, agents, contractors and invitees,
if applicable.

                                 (See Addendum one)

     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 necessary.  Landlord shall
give Tenant at least twenty four (24) hours prior notice of such entry, except
in the case of an emergency.  Landlord may place customary "For Sale" or "For
Lease" 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 the Lease.

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

     Section 6.01.  EXISTING CONDITIONS.  Tenant accepts the Property in its
condition as of the execution of the Lease, subject to all recorded matters,
laws, ordinances, and governmental regulations and orders.  Except as provided
herein, Tenant acknowledges that neither Landlord nor any agent of the Landlord
has made any representation as to the condition of the Property or the
suitability of the Property for Tenant's intended use.  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.  If Landlord or Landlord's Broker has
provided a Property Information Sheet or other Disclosure Statement regarding
the Property, a copy is attached as an exhibit to the Lease.

     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; (b) the breakage, leakage, obstruction or other
defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or
lighting fixtures or any other cause; (c) conditions arising in or about the
Property or upon other portions of the Project, or from other sources or places;
or (d) any act or omission of any other tenant of the Project.  Landlord shall
not be liable for any such damage or injury even though the cause of or the
means of repairing such damage or injury are not accessible to Tenant.  The
provisions of this Section 6.02 shall not, however, exempt Landlord from
liability for Landlord's sole active negligence.

     Section 6.03.  LANDLORD'S OBLIGATIONS.

     (a)  Except as provided in Article Seven (Damages or Destruction) and
Article Eight (Condemnation), Landlord shall keep the following in good order,
condition and repair:  the foundations, exterior walls and roof of the Property
(including painting the exterior surface of the exterior walls of the Property
not more often than once every five (5) years, if necessary) and all components
of electrical, mechanical, plumbing, heating and air conditioning systems and
facilities

                                     10

<PAGE>

located in the Property which are concealed or used in common by tenants of
the Project.  However, Landlord shall not be obligated to maintain or repair
windows, doors, plate glass or the interior surfaces of exterior walls.
Landlord shall make repairs under this Section 6.03 within a reasonable time
after receipt of written notice from Tenant of the need for such repairs.

     (b)  Tenant shall pay or reimburse Landlord for all costs Landlord incurs
under Paragraph 6.03(a) above as Common Area costs as provided for in Section
4.05 of the Lease.  Tenant waives the benefit of any statute in effect now or in
the future which might give Tenant the right to terminate this Lease due to
Landlord's failure to keep the Property in good order, condition and repair.

     Section 6.04.  TENANT'S OBLIGATIONS.

     (a)  Except as provided in Section 6.03, Article Seven (Damage or
Destruction) and Article Eight (Condemnation).  Tenant shall keep all portions
of the Property (including structural, nonstructural, interior systems and
equipment) in good order, condition and repair (including interior painting and
refinishing, as needed).  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 heating and air conditioning contractor,
unless Landlord maintains such equipment under Section 6.03 above.  If any part
of the Property or the Project 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 shall maintain the portions of the Property
which Tenant is obligated to maintain in an attractive, first-class 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 in this Section 6.04, Landlord may, upon ten (10) days
prior notice to Tenant (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 incurred in performing such maintenance
or repair immediately upon demand.

     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, which shall not be
unreasonably withheld, except for non-structural alterations which do not exceed
Ten Thousand Dollars ($10,000) 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 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 approved by Landlord.  Upon completion of any such work, Tenant shall
provide Landlord with "as built" plans, copies of all construction contracts,
and proof of payment for all labor and materials.

                                       11

<PAGE>

     (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,
regardless of whether Landlord's consent to such work is required.  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.  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, 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 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.  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 conditions or any other heating or air conditioning
equipment; fencing or security gates; or other similar building operating
equipment and decorations.

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 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.  Landlord may elect (but is not
required) 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
this 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 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) days after receiving Landlord's termination notice.

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<PAGE>

     (c)  If the damage to the Property occurs during the last six (6) 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 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 six (6) months 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 if that destruction was caused 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.

     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 in the same proportion that
the rentable area of the portion of the Property which is unusable by Tenant in
the conduct of its business bears to the total rentable area of the Property.
However, the reduction shall not exceed the sum of one year's payment of Base
Rent, insurance premiums and real property taxes.  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.

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

                                        13

<PAGE>

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 partnership, any cumulative transfer of more than twenty percent
(20%) of the partnership interests shall require Landlord's consent.  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.

     Section 9.02.  TENANT AFFILIATE.  Tenant may assign this Lease or sublease
the Property, without Landlord's consent, to any corporation which controls, is
controlled by or is under common control with Tenant, or to any corporation
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's 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 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

                                       14

<PAGE>

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;

          (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

                                       15

<PAGE>

     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)  If Tenant makes a general assignment or general arrangements 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 thirty (30) 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 thirty (30) 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 thirty (30) 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.

          (e)  If any guarantor of the Lease revokes or otherwise terminates, or
     purports to revoke or otherwise terminate, any guaranty of all or any
     portion of Tenant's obligations under the Lease.  Unless otherwise
     expressly provided, no guaranty of the Lease is revocable.

     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

                                     16
<PAGE>

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 "FREE" RENT.  If this Lease provides for a
postponement of any monthly rental payments, a period of "free" rent or other
rent concession, such proposed 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 cures any default within sixty (60)
days of such default relative to 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 curing any default
within sixty (60) days of such default relative to its obligations under this
Lease.  If Tenant defaults and does not cure within the sixty (60) day period,
the 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.  In such case Abated Rent shall be calculated based on the full
initial rent payable under this Lease.

     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
subordinate 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.  Tenant shall cooperate with Landlord and any lender
which is acquiring a security interest in the Property or the Lease.  Tenant
shall execute such further 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

                                    17

<PAGE>

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 and Tenant shall not be deprived of
its rights 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 reasonably necessary or appropriate to evidence any such
attornment or subordination or agreement to do so.  Tenant agrees to cooperate
in good faith with Landlord to cause the execution of such documents.

     Section 11.04.  ESTOPPEL CERTIFICATES.

     (a)  Upon Landlord's written request, 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 purchase 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; and (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, Tenant shall deliver to Landlord such financial
statements as Landlord reasonably requires to verify the net worth of Tenant or
any assignee, subtenant, or guarantor of Tenant.  In addition, Tenant shall
deliver to any lender designated by Landlord any financial statements required
by such lender to facilitate the financing or refinancing of the Property.
Tenant represents and warrants to Landlord that each such financial statement is
a true and accurate statement as of the date of such statement.  All financial
statements shall be confidential and shall be used only for the purposes set
forth in this Lease.

                                      18

<PAGE>

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 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.

                                (See Addendum One.)

     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) of in connection with any
other act which Tenant proposes to do and which requires Landlord's consent, not
to exceed $500.00 per request.

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 Project or the leasehold
estate under a ground lease of the Property or Project at the time in question.
Each Landlord is obligated to perform the obligations of Landlord under this
Lease only during the time which 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)

                                     19


<PAGE>

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 the completion.  If Landlord shall
default in the performance of any of its obligations under this Lease
(after notice and opportunity to cure as provided herein), Tenant may
pursue any remedies available to it under the law and this Lease.

     (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 the Project 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

                                     20

<PAGE>

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, 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.  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 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.  JOINT AND SEVERAL LIABILITY.  All parties signing this
Lease as Tenant shall be jointly and severally liable for all obligations of
Tenant.

     Section 13.12.  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 and 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, governmental regulation or restriction and weather conditions.
Notwithstanding the foregoing, this force majeure section shall not apply to any
monetary obligations of Tenant.

     Section 13.13.  EXECUTION OF LEASE.  This Lease may be executed in
counterparts and, when all counterpart documents are executed, the counterparts
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 13.14.  SURVIVAL.  All representations and warranties of Landlord
and Tenant shall survive the termination of this Lease.

ARTICLE FOURTEEN:  BROKERS

     Section 14.01.  BROKER'S FEE.  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, if any, as provided in the
written agreement between Landlord and Landlord's Broker, or the sum stated in
Section 1.09 above for services rendered to Landlord by Landlord's Broker in
this transaction.  Landlord shall pay Landlord's Broker a commission if Tenant
exercises any option to extend the Lease Term or to buy the Property, or any
similar option or right which Landlord may grant to Tenant, or if Landlord's
Broker is the procuring cause of any other lease or sale entered into between
Landlord and Tenant covering the Property.  Such commission shall be the amount
set forth in Landlord's Broker's commission schedule in effect as of the
execution of this Lease.  If a Tenant's Broker is named in Section 1.08 above,
Landlord's Broker shall pay an appropriate portion of its commission to Tenant's
Broker if so provided in any agreement between Landlord's Broker and Tenant's
Broker.  Nothing contained in this Lease shall impose any obligation on Landlord
to pay a commission or fee to any part other than Landlord's Broker.


                                       21

<PAGE>

     Section 14.02.  PROTECTION OF BROKERS.  If Landlord sells the Property, or
assigns Landlord's interest in this Lease, the buyer or assignee shall, by
accepting such conveyances of the Property or assignment of the Lease, be
conclusively deemed to have agreed to make all payments to Landlord's Broker
thereafter required of Landlord under this Article Fourteen.  Landlord's Broker
shall have the right to bring a legal action to enforce or declare rights under
this provision.  The prevailing party in such action shall be entitled to
reasonable attorneys' fees to be paid by the losing party.  Such attorneys' fees
shall be fixed by the court in such action.  This Paragraph is included in this
Lease for the benefit of Landlord's Broker.

     Section 14.03.  BROKER'S DISCLOSURE OF AGENCY.  Landlord's Broker hereby
discloses to Landlord and Tenant and Landlord and Tenant hereby consent to
Landlord's Broker acting in this transaction as the agent of (check one):

      /x/    Landlord exclusively; or
      / /    both Landlord and Tenant.

     Section 14.04.  NO OTHER BROKERS.  Tenant represents and warrants to
Landlord that the brokers named in Section 1.08 above are the only agents,
brokers, finders or other parties with whom Tenant has dealt who are or may be
entitled to any commission or fee with respect to this Lease or the Property.

     ADDITIONAL PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO
OR IN THE BLANK SPACE BELOW.  IF NO ADDITIONAL PROVISIONS ARE INSERTED, PLEASE
DRAW A LINE THROUGH THE SPACE BELOW.

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

                              "LANDLORD"

Signed on May 12, 1997        Patrick Commerce Center, LLC
                                 a Nevada limited liability company

at                             /s/ Michael A. Panciro
  -------------------------   -----------------------------
                              By:  Michael A. Panciro
                                   ------------------------
                              Its: Director
                                   ------------------------


                              "TENANT"

Signed on May 12, 1997        PDS Financial Corporation-Nevada, Inc.
                                 a Nevada corporation

at                             /s/ Johan P. Finley
  -------------------------   -----------------------------
                              By:  Johan P. Finley
                                   ------------------------
                              Its: President
                                   ------------------------


                                      22

<PAGE>

     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.

     THIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL COUNSEL AT THE DIRECTION
OF THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE
REALTORS-Registered Trademark-, INC.  NO REPRESENTATION OR RECOMMENDATION IS
MADE BY THE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE
REALTORS-Registered Trademark-, INC., ITS LEGAL COUNSEL, THE REAL ESTATE BROKERS
NAMED HEREIN, OR THEIR EMPLOYEES OR AGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT OR TAX CONSEQUENCES OF THIS LEASE OR OF THIS TRANSACTION.  LANDLORD AND
TENANT SHOULD RETAIN LEGAL COUNSEL TO ADVISE THEM ON SUCH MATTERS AND SHOULD
RELY UPON THE ADVICE OF SUCH LEGAL COUNSEL.

                                    23

<PAGE>

                    PDS FINANCIAL CORPORATION - NEVADA, INC., A
                                 NEVADA CORPORATION

                                    ADDENDUM ONE
                                    ------------

15.  OCCUPANCY DATE AND LEASE COMMENCEMENT

     Upon completion of the tenant improvements as outlined in the attached
     Exhibit "B", occupancy date is estimated to be six to eight weeks after
     Tenant's approval of the final working drawings (the "Working Drawings"),
     lease execution, and County Building Department approvals.  The
     Commencement Date shall occur the earlier of (a) the date upon which Tenant
     takes possession of or commences the operation of its business in the
     Premises; or (b) the date upon which the agreed-upon Tenant Improvements
     have been substantially completed in the Premises.  The Tenant Improvements
     shall be substantially completed for all purposes when Landlord's architect
     issues a written certificate to Landlord and Tenant certifying that the
     Tenant Improvements have been substantially completed (i.e., completed
     except for 'punchlist' items listed in such architect's certificate), in
     substantial compliance with the Working Drawings, and the receipt of the
     final building inspection approval from the Clark County Building
     Department.  The estimated Occupancy Date is August 1, 1997.

16.  OPTION TO EXTEND

     Tenant shall have the Option to Extend the Term of the Lease for one (1)
     additional period of five (5) years, on the same terms and conditions as
     provided for in the Lease including, but not limited to, the Rental
     adjustment provision for the Monthly Base Rent as per Section 3.02(b) of
     the Lease.  Tenant shall notify Landlord no later than four (4) months
     prior to the ending date of a term (Primary or Option) of its intentions to
     exercise an Option to Extend.

17.  BASE RENTAL INCREASES

     The Base Rent as per Section 1.12(a) shall be increased on the first day of
     the 13th, 25th, 37th, 49th, 61st, 73rd, and 85th months after the
     Commencement Date.

18.  TENANT IMPROVEMENTS

     Landlord shall provide to Tenant the interior finish as preliminary
     depicted in Exhibit "B" attached hereto in accordance with the attached
     Proposal for Design and Construction Services dated April 28, 1997 from
     Burnett Haase Construction (Exhibit "B-1").  The tenant improvements will
     consist of Patrick Commerce Center's "standard" building materials finishes
     in the office and warehouse areas.  The office area has been determined to
     be approximately 5,800 square feet within the premises.  The preliminary
     alternate upgrades that Tenant shall have the option of including within
     the Tenant Improvements at Tenant's sole cost and expense are:  one
     additional toilet and one additional lavatory in each restroom.  Tenant
     shall contribute the maximum amount of $7,354.00 for said overages towards
     the design and construction of the Tenant Improvements, currently with the
     execution hereof.  Please note, payment for any change orders made by
     Tenant shall be the sole responsibility of Tenant and shall be paid for in
     advance of the subject change being made.

     The term "Usable Area" shall be the entire area included within the
     Premises, being the area bounded by the exterior surface of any glass walls
     (or the outside surface of the permanent exterior walls where there is no
     glass) of the building bounding such Premises, the inside surface of the

                                      24

<PAGE>

     exterior walls separating such Premises from any public corridors, utility
     rooms, or such other public areas on such floor, and the centerline of all
     walls separating such Premises from other areas leased or to be leased to
     other tenants on such floor.

     The term "Net Rentable Area" shall mean the computation of multiplying the
     Usable Area of the Premises by the quotient of the division of the Rentable
     Area of the floor (the area of the floor to the drip line of any colonnade
     or outside surface of the dominant portion of the permanent outer walls,
     excluding any major vertical penetrations of the floor), by the Usable Area
     of the Floor.

19.  CODE

     The improvements initially constructed by Landlord shall comply with all
     laws, statutes and ordinances applicable at the time permits are issued.
     In addition, Landlord shall, as an Operating Expense of the Building,
     throughout the term of the Lease, cause the Building to comply with all
     applicable laws, statutes and ordinances.

20.  NNN ASSESSMENTS

     As per Section 1.12(b) OTHER PERIODIC PAYMENTS:  (iv) Tenants initial
     Pro-Rata Share of Common Area Expenses are 48.29% of the building and
     13.58% of the Project.  The budget for the NNN expenses (including Real
     Property Taxes, Utilities not separately metered, Insurance Premiums per
     section 4.04(b) and (c) of the Lease, and common area expenses) for the
     calendar year 1997 are reimbursed monthly in advance and equate to $.10
     per square foot per month of $3,040.90 per month.  Tenant shall be
     required to contract directly for trash service, janitorial service, and
     all separately metered utilities.

21.  BASE RENT

     Notwithstanding the provisions set forth in Section 1.12(a) Base Rent, the
     following months of the base lease term shall bear forgiveness of Base
     Rent:  2, 13, 25, 37 and 49.

     As per Section 1.12(a) and 3.02 BASE RENT:  Landlord shall give to Tenant a
     copy of the index used to calculate the annual Base Rent increase each year
     of the Lease Term.

22.  PAYMENTS UPON EXECUTION

     Tenant shall pay to Landlord concurrent with the execution hereof an amount
     equal to $37,685.54 which shall serve as first months prepaid base rent,
     first months prepaid operating expenses, the security deposit.
     Additionally, Tenant shall submit the payment for the upgrades Tenant
     wishes to include within the Premises in accordance with Section 18 hereof
     and the payment of first months rent for the interim storage space as per
     Section 27 hereof.  If the Lease is terminated pursuant to Section 2.02 of
     the Lease, Landlord shall immediately refund to Tenant all amounts paid by
     Tenant without offset or deduction.

23.  VEHICLE STORAGE

     No unauthorized vehicle storage, such as recreational vehicles, motor
     homes, boats and/or trailers, is permitted.  (See Exhibit "C" attached
     hereto.)

                                      25

<PAGE>

     Tenant is specifically authorized to park up to three (3) transportation
     type vehicles used in the ordinary course of business in the truck well
     areas immediately adjacent to Tenant's unit.  Provided that said vehicles
     do not impair other tenants use of the common area truck staging areas.

24.  STORAGE

     All costs associated with the design, purchase, installation and
     maintenance of signage will be Tenant's sole responsibility and expense.
     Tenant will have the right to display its corporate name on the building.
     Location, size and configuration shall be in accordance with Patrick
     Commerce Center's signage policy and shall be approved in writing by
     Landlord.

25.  HAZARDOUS WASTE AND MATERIALS

     (a)  Landlord represents to its best knowledge that any use, storage,
     treatment or transportation of hazardous substances which has occurred in
     or on the Premises prior to the date hereof has been in compliance with all
     applicable Federal, state and local laws, regulations and ordinances.
     Landlord additionally represents to its best knowledge that no release,
     leak, discharge, spill, disposal or emission of Hazardous Substances has
     occurred in, on or under the Premises, and that the Premises are free of
     Hazardous Substances as of the date hereof.

     (b)  Tenant and Landlord each agree to indemnify and hold each other
     harmless from any and all claims, damages, fines, judgments, penalties,
     costs, liabilities or losses (including, without limitation, any all sums
     paid for settlement of claims, attorneys' fees, consultant and expert fees)
     arising during or after the Lease Term from or in connection with the
     presence or suspected presence of Hazardous Substances in or on the
     Premises, provided the Hazardous Substances are present due to direct or
     indirect actions of Tenant or Landlord, Tenant's or Landlord's agents,
     employees, contractors or invitees.  Without limitation of the foregoing,
     this indemnification shall include any and all costs incurred due to any
     investigation of the site or any clean-up, removal or restoration mandated
     by a Federal, state or local agency or political subdivision.  This
     indemnification shall specifically include any and all costs due to
     Hazardous Substances which flow, diffuse, migrate or percolate into, onto
     or under the Premises after the Lease Terms commences.

     (c)  TENANT'S COVENANTS.  Tenant shall not engage in any activity on or
     about the Premises that violates any Environmental Law, and shall promptly,
     at Tenant's sole cost and expense, take all investigatory and/or remedial
     action required or ordered by any governmental agency or Environmental Law
     for clean-up and removal or any contamination involving any Hazardous
     Material created or caused directly or indirectly by Tenant.

     (d)  LANDLORD'S COVENANTS.  Landlord shall not engage in any activity on or
     about the Premises that violates any Environmental Law, and shall promptly,
     at Landlord's sole cost and expense, take all investigatory and/or remedial
     action required or ordered by any governmental agency or Environmental Law
     for clean-up and removal or any contamination involving any Hazardous
     Material created or caused directly or indirectly by Landlord.

26.  HVAC MAINTENANCE

     As per section 6.04 TENANT'S OBLIGATIONS, Landlord shall maintain a
     preventative maintenance contract for the heating & air conditioning system
     and the cost of the maintenance contract shall be included within the
     project's reimbursable operating expenses.

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     Landlord reserves the right to cancel it's maintenance contract at which
     point the Tenant shall be directly responsible for establishing and paying
     for said maintenance contract.

27.  INTERIM STORAGE

     Landlord grants to Tenant the use of the approximate 15,136 square feet of
     storage space located at 6151 McLeod Drive, Suites A - G, Las Vegas, Nevada
     (the entire building 3).  Tenant shall pay Landlord the amount of $8,778.88
     per month as rent for the premises for each and every month of occupancy
     thereof.  Tenant's occupancy shall occur upon the full execution hereof,
     Landlord's receipt of the payments due upon execution, and Landlord's
     receipt of an insurance binder showing proof of insurance as required under
     the lease.  Tenant's occupancy shall terminate within five (5) days after
     delivery of the Property to Tenant.  Tenant shall take possession of the
     interim storage space in an "as is" condition.

28.  REVIEW OF LANDLORD'S STATEMENTS

     Tenant shall have the right, once each calendar year, to reasonably review
     supporting data for any portion of a landlord's statement (as described in
     Section 4.05(e) of the Lease) that Tenant claims is incorrect, in
     accordance with the following procedure:

     (A)  Tenant shall, within twenty (20) business days after any such
     Landlord's statement is delivered, deliver a written notice to Landlord
     specifying the portions of the Landlord's statement that are claimed to be
     incorrect.  The right of Tenant under this Section 28 may only be exercised
     once for any Landlord's statement.

     (B)  Tenant acknowledges that Landlord maintains its records for the
     Project at Landlord's offices and Tenant agrees that any review of records
     under this Section 28 shall be at the sole cost and expense of Tenant.
     Tenant acknowledges and agrees that any records reviewed under this Section
     28 constitute confidential information of Landlord, which shall not be
     disclosed to anyone other than the accountants performing the review and
     the principals of Tenant who receive the results of the review.

     (C)  Any errors disclosed by the review shall be promptly corrected by
     Landlord, provided, however, that if Landlord disagrees with any such
     claimed errors, Landlord shall have the right to cause another review to be
     made.  In the event of a disagreement between Landlord and Tenant, the
     review that discloses the least amount of deviation from Landlord's
     Statements shall be deemed to be correct.  In the event the results of the
     revised of records (taking into account, if applicable, the results of any
     additional review caused by Landlord) reveal that Tenant has overpaid
     obligations for a preceding period, the amount of such overpayment shall be
     refunded to Tenant or, at Tenant's option, shall be applied to Tenant's
     subsequent installment(s) to pay the estimated Common Area costs.  In the
     event the results of the review of records (taking into account, if
     applicable, the results of any additional review caused by Landlord) reveal
     that Tenant has underpaid obligations for a preceding period, the amount of
     such underpayment shall be paid to Landlord by Tenant together with
     Tenant's subsequent installment of the estimated Common Area costs.

29.  INDEMNITY

     Notwithstanding the provisions contained in Section 5.05 of the Lease,
     Landlord shall indemnify Tenant against and hold Tenant harmless from any
     and all costs or liability arising from:  (a) Landlord's use of the
     Property; (b) the conduct of Landlord's business or anything else done or

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     permitted by Landlord to be done in or about the Property, including any
     contamination of the Property or any other property resulting from the
     presence or use of Hazardous Material caused or permitted by Landlord; (c)
     any breach or default in the performance of Landlord's obligations under
     this Lease; (d) any misrepresentation or breach of warranty by Landlord
     under this Lease; or (e) other acts or omissions of Landlord.  Landlord
     shall defend Tenant against any such cost, claim or liability at Landlord's
     expense with council 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.

30.  REPAYMENT OF FREE RENT

     Notwithstanding the provisions set forth in Section 10.04 of the Lease, In
     the event that there is a non-material default of Tenant that Tenant is
     contesting or disputing with Landlord and Tenant is working in good faith
     with Landlord to resolve, then the requirement of Tenant to repay Free Rent
     to Landlord shall be waived.

31.  PARTIAL DAMAGE TO PROPERTY

     Notwithstanding the provisions contained in Section 7.01(b) of the Lease,
     Tenant shall not be obligated to pay the "deductible amount" (if any) under
     Landlord's insurance policy if the damage was caused by Landlord,
     Landlord's agents, invitees, or employees.

32.  LEGAL PROCEEDINGS

     Notwithstanding the provisions contained in Section 12.01 of the Lease,
     Landlord shall indemnify Tenant against and hold Tenant harmless from all
     costs, expenses, demands, and liability Tenant may incur if Tenant becomes
     or is made a party to any claim or action (a) instituted by Landlord
     against any third party, or by any third party against Landlord, or by or
     against any person holding an interest under or using the Property by
     license of or agreement with Landlord; (b) for foreclosure of any lien for
     labor or material furnished to or for Landlord or such other person; (c)
     otherwise arising out of or resulting from any act or transaction of
     Landlord or such other person; or (d) other proceedings under Title 11. of
     the United States Code, as amended.  Landlord shall defend Tenant against
     any such claim or action 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 Landlord incurs in any such claim or
     action.

33.  NOT AN OFFER

     Preparation of this Lease by Landlord or Landlord's agent and submission of
     same to Tenant shall not be deemed an offer to Tenant to lease.  This Lease
     shall become effective and binding upon the parties hereto only upon mutual
     execution by both parties.


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