STANDARD INDUSTRIAL/COMMERCIAL LEASE
                                  "TRIPLE NET"
                             (Multi-Tenant Building)


1.     BASIC  PROVISIONS  ("BASIC  PROVISIONS").
     1.1     PARTIES.  This  Lease ("Lease"), dated for reference purposes only,
June  7  , 2000, is made by and between THOMAS P. PECHT INDIVIDUALLY, AND SANDRA
J.  HIGH  AND  ANN  MAUREEN  KING  ("LESSOR")  AND 24X7 DEVELOPMENT.COM, INC., A
DELAWARE  CORPORATION ("LESSEE"), (collectively the "PARTIES," or individually a
"PARTY").
     1.2     PREMISES.  That  certain real property commonly known by the street
address of 21422 N. 20th Avenue, Phoenix, Arizona, as outlined in red on Exhibit
A attached hereto ("PREMISES") consisting of the "BUILDING" known as Condominium
Unit  Number  4,  of the Kitchell Skypark Condominiums (Phase I). In addition to
Lessee's  rights to use and occupy the Premises as hereinafter specified, Lessee
shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7
below)  as  hereinafter  specified,  but  shall not have any rights to the roof,
exterior  walls  or  utility  raceways  of any other buildings in the Industrial
Center.  The  Premises, the Buildings, the Common Areas, and the land upon which
they  are located, for the Skypark Center Condominium Phases I and II consisting
of  twelve  (12) condominium units and the parking and landscaping therefore are
herein  collectively referred to as the "INDUSTRIAL CENTER", as outlined in blue
on  Exhibit  A.  (Also  see  Paragraph  2.)
     1.3     TERM.  Three  (3)  years  ("ORIGINAL TERM") commencing Aug. 1, 2000
("Commencement  Date")  and  ending  on Aug. 31, 2003 ("EXPIRATION DATE") unless
sooner  terminated  pursuant  to  the  provisions  hereof.  L.
     1.4     EARLY  POSSESSION.  If  Lessee  occupies  the Premises prior to the
Commencement  Date,  such  occupancy  shall  be subject to this Lease, shall not
advance  the  Expiration  Date, and Lessee shall pay rent and Operating Expenses
for  such  period at the Initial Base Rent as set forth below ("EARLY POSSESSION
DATE").  (Also  see  Paragraphs  3.2  and  3.3.)
     1.5     BASE  RENT. Five Thousand Four Hundred Five Dollars ($5,405.00) per
month  ("Base Rent"), payable on the first (1st) day of each month commencing on
the  Commencement  Date. (Also see Paragraph 4.) The Base Rent shall increase on
Aug.  1,  2001  and  Aug.  1,  2002  as  follows:

                     Adjustment  Date     Base  Rent
                     ----------------     ----------
                     Aug.  1,  2001       $5,567.00
                     Aug,  1,  2002       $5,734.00


     1.6  (A)        BASE  RENT AND OPERATING DEPOSIT PAID UPON EXECUTION.  Five
Thousand  Four  Hundred Five Dollars ($5,405.00) as Base Rent for the first full
month  of  the  Original Term plus One Thousand Six Hundred Ninety-Seven Dollars
and  65/100  ($1,697.65)  as an estimate of Lessee's share of Operating Expenses
for  the  first  full  month  of  the  Term  shall  be paid on execution hereof.
          (B)     BASE  RENT  PAYABLE  PRIOR  TO OCCUPANCY.  If the Commencement
Date occurs other than on the first day of the month, Lessee shall pay Base Rent
and  Lessee's  Share  of Operating Expenses prorated for the number of days from
the  Commencement  Date  to  the end of that month, upon taking occupancy or the
first  day  of  the  following  month,  whichever  occurs  first.
          (C)     LESSEE'S  SHARE  OF  OPERATING  EXPENSES.  "Lessee's Share" of
Operating  Expenses is ten and nine-tenths percent (10.9%), as determined by the
square  footage  of  the Premises as compared to the total square footage of all
buildings  in  the  Industrial  Center.  (Also  see  Paragraph  2.)
     1.7     SECURITY  DEPOSIT.  Five Thousand Seven Hundred Thirty-Four Dollars
($5,734.00)  ("Security  Deposit")  shall  be  paid  to  Lessor  by  Lessee upon
execution  hereof.  (Also  see  Paragraph  5.)
     1.8     PERMITTED  USE.  General  office  use. ("Permitted Use"). (Also see
Paragraph  6.)
     1.9     INSURING PARTY. Lessor is the "Insuring Party." (Also see Paragraph
8.)
                            ---   ---   ---
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


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     1.10     (A)     REAL  ESTATE BROKERS.  The following real estate broker(s)
(collectively,  the
("BROKERS")  and  brokerage  relationships  exist  in  this  transaction and are
consented  to  by  the  Parties  (check  applicable  boxes):
[ ]  No  Broker  involved  with  this  Lease.
[X]  Matt  Hobaica,  Lee  & Associates, represents Lessor exclusively ("LESSOR'S
BROKER");
[X]  Fred  James and David  Morgan,  RE/MAX Integrity Realtors represents Lessee
exclusively  ("LESSEE'S  BROKER");  or
[ ]  _______________represents  both  Lessor and Lessee  ("Dual Agency").  (Also
see  Paragraph  15.)
     (B)     PAYMENT  TO  BROKERS.  Upon  the  execution  of  this Lease by both
Parties,  Lessor shall pay to said Broker(s) jointly, or in such separate shares
as  they  may  mutually  designate  in writing, a fee as set forth in a separate
written  agreement  between  Lessor  and  said  Broker(s).
     1.11     GUARANTOR.  The  obligations of the Lessee under this Lease are to
be  guaranteed by John C. Flanders, Jr. and Deanna M. Flanders ("GUARANTOR") and
shall  be  secured  by  a  pledge  of  Sixty Thousand (60,000) shares of Digital
Bridge,  Inc.  (Also  see  Paragraph  37.)
     1.12     ADDENDA AND EXHIBITS. Attached hereto is an Addendum consisting of
Paragraphs  1  through 4 and Exhibits A, B, C, D and E all of which constitute a
part  of  this  Lease.
2.      PARKING,  STORAGE  AND  OTHER  USE  OF  THE  PREMISES  AND COMMON AREAS.
     2.1     LETTING.  Lessor  hereby leases to Lessee, and Lessee hereby leases
from  Lessor,  the  Premises,  for  the term, at the rental, and upon all of the
terms,  covenants  and  conditions  set  forth  in  this Lease. Unless otherwise
provided  herein,  any  statement  of square footage set forth in this Lease, or
that  may  have been used in calculating rental and/or Operating Expenses, is an
approximation  which  Lessor  and  Lessee agree is reasonable and the rental and
Lessee's  Share (as defined in Paragraph 1.6(c)) based thereon is not subject to
revision  whether  or  not  the  actual  square  footage  is  more  or  less.
     2.2     CONDITION.  Lessor  shall  deliver  the Premises to Lessee "AS-IS".
(See  paragraph  2.5.)
     2.3     COMPLIANCE  WITH COVENANTS, RESTRICTIONS AND BUILDING CODE.  Lessor
warrants  that  any  improvements  (other than those constructed by Lessee or at
Lessee's  direction)  on  or  in  the  Premises  which  have been constructed or
installed  by  Lessor  or  with  Lessor's consent or at Lessor's direction shall
comply  with  all  applicable covenants or restrictions of record and applicable
building  codes,  regulations and ordinances in effect on the Commencement Date.
Lessor  further  warrants  to  Lessee  that Lessor has no knowledge of any claim
having  been  made  by  any  government agency that a violation or violations of
applicable  building  codes, regulations, or ordinances exist with regard to the
Premises  as  of  the  Commencement Date. Said warranties shall not apply to any
Alterations or Utility Installations (defined in Paragraph 7.3(a)) made or to be
made  by  Lessee.  If  the  Premises  do not comply with said warranties, Lessor
shall,  except  as  otherwise  provided in this Lease, promptly after receipt of
written  notice  from  Lessee  given  within  six  (6)  months  following  the
Commencement  Date  and  setting forth with specificity the nature and extent of
such non-compliance, take such action, at Lessor's expense, as may be reasonable
or  appropriate to rectify the non-compliance. Lessor makes no warranty that the
Permitted  Use  in  Paragraph 1.8 is permitted for the Premises under Applicable
Laws  (as  defined  in  Paragraph  2.4).  [This Paragraph 2.3 not applicable per
Paragraph  2.5  below.]
     2.4     ACCEPTANCE  OF  PREMISES.  Lessee  hereby acknowledges: (a) that it
has  been  advised by the Broker and/or Lessor to satisfy itself with respect to
the  condition  of the Premises (including but not limited to the electrical and
fire  sprinkler systems, security, environmental aspects, seismic and earthquake
requirements,  and  compliance  with  the  Americans  with  Disabilities Act and
applicable  zoning,  municipal,  county,  state and federal laws, ordinances and
regulations  and  any  covenants  or  restrictions  of  record  (collectively,
"Applicable  Laws")  and  the present and future suitability of the Premises for
Lessee's  intended  use; (b) that Lessee has made such investigation as it deems
necessary  with  reference to such matters, is satisfied with reference thereto,
and  assumes  all  responsibility  therefore  as  the  same  relate  to Lessee's
occupancy  of  the Premises and/or the terms of this Lease; and (c) that neither
Lessor, nor any of Lessor's agents, has made any oral or written representations
or  warranties  with  respect  to  said  matters other than as set forth in this
Lease.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


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<PAGE>
     2.5     LESSEE  AS  PRIOR OWNER/OCCUPANT.  The warranties made by Lessor in
this Paragraph 2 shall be of no force or effect if immediately prior to the date
set  forth in Paragraph 1.1 Lessee was the owner or occupant of the Premises. In
such  event,  Lessee  shall,  at  Lessee's  sole  cost  and expense, correct any
non-compliance  of  the  Premises  with  said  warranties.
     2.6     VEHICLE  PARKING.  Lessee  shall  be entitled to use all Unreserved
Parking  Spaces  on  those  portions of the Common Areas designated from time to
time  by  Lessor  for  parking  within Phase I of the Skypark Condominiums. Said
parking  spaces  shall be used for parking by vehicles no larger than full-sized
passenger  automobiles  or  pick-up  trucks,  herein  called  "Permitted  Size
Vehicles."  Vehicles  other  than  Permitted  Size  Vehicles shall be parked and
loaded  or  unloaded  as  directed  by  Lessor  in the Rules and Regulations (as
defined  in  Paragraph  40)  issued  by Lessor. (Also see Paragraph 2.9.) Lessor
shall designate at least thirty-two (32) parking spaces for the exclusive use by
Lessee  and  its  guests,  customers  and  employees,  in the locations shown on
Exhibit  D.
          (A)     Lessee  shall  not permit or allow any vehicles that belong to
or  are  controlled  by  Lessee  or  Lessee's  employees,  suppliers,  shippers,
customers,  contractors  or  invitees to be loaded, unloaded, or parked in areas
other  than  those  designated  by  Lessor  for  such  activities.
          (B)     If  Lessee  permits or allows any of the prohibited activities
described  in  this  Paragraph  2.6,  then  Lessor shall have the right, without
notice,  in  addition  to  such  other  rights and remedies that it may have, to
remove  or  tow  away  the vehicle involved and charge the cost to Lessee, which
cost  shall  be  immediately  payable  upon  demand  by  Lessor.
          (C)     Lessor  shall  at the Commencement Date of this Lease, provide
the  parking  facilities  required by applicable law for Lessee's Permitted Use.
     2.7     COMMON  AREAS  - DEFINITION. The term "COMMON AREAS"  is defined as
all  areas  and  facilities  outside  all Buildings in the Industrial Center and
within  the  exterior  boundary line of the Industrial Center, including parking
areas,  loading and unloading areas, trash areas, roadways, sidewalks, walkways,
parkways, driveways and landscaped areas that are provided and designated by the
Lessor from time to time for the general non-exclusive use of Lessor, Lessee and
other  lessees  of  the  Industrial  Center  and  their  respective  employees,
suppliers,  shippers,  customers,  contractors  and  invitees.
     2.8     COMMON  AREAS  - LESSEE'S RIGHTS/NO OUTSIDE STORAGE.  Lessor hereby
grants  to  Lessee,  for  the  benefit  of  Lessee and its employees, suppliers,
shippers,  contractors,  customers  and invitees, during the term of this Lease,
the  non-exclusive right to use, in common with others entitled to such use, the
Common Areas as they exist from time to time, subject to any rights, powers, and
privileges  reserved  by Lessor under the terms hereof or under the terms of any
rules  and  regulations  or  restrictions  governing  the  use of the Industrial
Center.  Under  no circumstances shall Lessee store any property, temporarily or
permanently,  in  the  Common Areas. Any such storage shall be permitted only by
the  prior written consent of Lessor or Lessor's designated agent, which consent
may  be withheld or revoked at any time by Lessor in its sole discretion. In the
event  that  any  unauthorized  storage  shall  occur then Lessor shall have the
right, without notice, in addition to such other rights and remedies that it may
have,  to remove the property and charge the cost to Lessee, which cost shall be
immediately  payable  upon  demand  by  Lessor  as  addition  rent.
     2.9     COMMON  AREAS  -  RULES  AND  REGULATIONS.  Lessor  or  such  other
person(s)  as Lessor may appoint shall have the exclusive control and management
of  the  Common Areas and shall have the right, from time to time, to establish,
modify,  amend and enforce reasonable Rules and Regulations with respect thereto
in  accordance  with  Paragraph 40. Lessee agrees to abide by and conform to all
such  Rules  and  Regulations,  and to cause its employees, suppliers, shippers,
customers, contractors and invitees to so abide and conform. Lessor shall not be
responsible  to Lessee for the non-compliance with said rules and regulations by
other  lessees  of  the  Industrial  Center.
     2.10     COMMON  AREAS  - CHANGES. Lessor shall have the right, in Lessor's
sole  discretion,  from  time  to  time:
          (a)     To  make  changes  to  the  Common  Areas,  including, without
limitation,  changes  in  the  location,  size,  shape  and number of driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress,  direction  of traffic, landscaped areas, walkways and utility raceways;

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


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          (b)     To  close  temporarily any of the Common Areas for maintenance
purposes  so  long  as  reasonable  access  to  the  Premises remains available;
          (c)     To  designate  other contiguous land outside the boundaries of
the  Industrial  Center  to  be  a  part  of  the  Common  areas;
          (d)     To  add  additional  buildings  and improvements to the Common
Areas;
          (e)     To  use  the  Common  Areas while engaged in making additional
improvements,  repairs  or  alterations to the Industrial Center, or any portion
thereof;  and
          (f)     To  do and perform such other acts and make such other changes
in,  to or with respect to the Common Areas and Industrial Center as Lessor may,
in  the  exercise  of  sound  business
judgment,  deem  to  be  appropriate.
3.     TERM.  The  Commencement  Date, Expiration Date and Original Term of this
Lease  are  as  specified  in  Paragraph  1.3.
4.     RENT.
     4.1     BASE  RENT.     Lessee  shall  pay  Base  Rent,  Lessee's  Share of
Operating  Expenses, and other rent or charges, as the same may be adjusted from
time  to time, to Lessor in lawful money of the United States, without offset or
deduction,  on  or  before  the  day  on which it is due under the terms of this
Lease.  Base  Rent and all other rent and charges for any period during the term
hereof  which  is  for less than one full month shall be prorated based upon the
actual  number  of  days  of  the month involved. Payment of Base Rent and other
charges  shall  be  made to Lessor at its address stated herein or to such other
persons  or at such other addresses as Lessor may from time to time designate in
writing to Lessee; provided, Lessor has given Lessee Notice of Default or Breach
(as  those  terms  are  defined  in Paragraph 13.1) in the payment of Base Rent,
Operating  Expenses  or  any  other  charges  due  hereunder,  and  such  notice
designates  therein  a  new  place  and/or manner of making such payments, then,
effective  immediately  upon the giving of such Notice of Default or Breach, all
subsequent  payments  shall  be  made  in the manner and at such place as Lessor
shall designate in said notice until such time as the Default or Breach has been
fully cured to Lessor's satisfaction. In such event, payments made in any manner
or  at  any  place other than what is designated in such notice (a) shall not be
deemed  to  have  been  legally tendered to or accepted by Lessor, (b) shall not
constitute  nor  in  any  way be construed as an accord and satisfaction or as a
wavier  by  Lessor  of  any  of its rights or remedies hereunder or at law or in
equity  (whether  statutory or otherwise) arising as a result of such Default or
Breach,  and  (c) shall not be used to defeat or otherwise affect in any way any
of  Lessor's  remedies  to recover possession of the Premises including, but not
limited  to, any forcible entry and/or detainer action theretofore or thereafter
commenced  by  Lessor  relative  to  such  Default  or  Breach.
     4.2     OPERATING  EXPENSES.          Lessee shall pay to Lessor during the
term  hereof,  in  addition  to  the  Base Rent, Lessee's Share [as specified in
Paragraph 1.6(c)] of all Operating Expenses, as hereinafter defined, during each
calendar  year  of  the  term  of  this  Lease, in accordance with the following
provisions:
          (a)     "OPERATING  EXPENSES" are defined, for purposes of this Lease,
as  all  costs incurred by Lessor relating to the ownership and operation of the
Premises  (as  reduced  by amounts reimbursed by other sources such as insurance
proceeds,  equipment  warranty  claims,  judgments or settlements arising out of
damage  or  problems  with  the  Premises),  including,  but not limited to, the
following:
               (i)     All  regular  and  special  assessments  and  charges
applicable  and  chargeable  to the Premises by the Kitchell Skypark Condominium
Owners  Association  (the  "Sub-Association") and Lessee's Pro-rata Share of all
regular  and  special  assessments  and charges applicable and chargeable to the
Industrial  Center  Property  by  the  Kitchell  Skypark Owners Association (the
"Master Association"). It is acknowledged that the assessments to the Industrial
Center Property by the Master Association are for the maintenance of the Parkway
area adjacent to the curb as described further in the Addendum and are currently
proportionate to the area of property being maintained by the Master Association
on  or  adjacent to the Industrial Center versus the area being maintained on or
adjacent  to  all the Property subject to the Association jurisdiction. The area
being  maintained by the Master Association and all properties which are members
thereof  are shown on Exhibit B attached hereto. It is acknowledged that the two
Associations  described above will maintain and assess for the operation, repair
and  maintenance,  in  neat,  clean, good order and condition, of the following,
which  will  be  billed  to  the  Lessee  by  Lessor  as  "CAM  Charges":

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


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                    (aa)  The  Common  Areas,  as  well as the parkway landscape
strip between the property line of the Industrial Center and the curb, including
parking  areas,  loading  and unloading areas, trash areas, sidewalks, walkways,
parkways,  driveways,  landscaped  areas, striping, bumpers, irrigation systems,
Common  Area  lighting  facilities,  fences  and  gates.
                    (bb)  Exterior  signs  and  any  tenant  directories.
                    (cc)  The  cost of water, gas and electricity to service the
Common  Areas.
                    (dd)  All  costs  associated  with  any  environmental
inspections,  remediation  and/or clean-up of the dry wells in the Common Areas.
                    (ee) Reserves set aside for maintenance and repair of Common
Areas.
                    (ff)  Association  management,  attorneys,  accountants  and
other  fees  of  consultants  for  the  Associations.
                    (gg) Association liability and property damage insurance and
the  deductible  on  any  loss  to  the  Common  Areas.
                    (hh)  Real  Property Taxes (as defined in Paragraph 10.2) on
the  Common  Areas  under  Paragraph  10  hereof.
               (ii)     Any  other  services  to  be provided by Lessor that are
stated  elsewhere  in  this Lease to be an Operating Expense and which relate to
the  Common  Area.
               (iii)      Any  cost  or expense related to the Industrial Center
maintenance  and repair, not specifically related to the Building. (See Addendum
for  further  explanation.)
               (iv)      Any expenses for the repair, replacement, operation and
maintenance,  Real  Property  Taxes,  insurance  premiums  and deductible on any
losses  or  casualties, management fees and other expenses that are specifically
attributable  to  the  Building  (as  opposed  to  the  Common  Area)  or to the
operation,  repair  and  maintenance  thereof.
          (b)     NO  OBLIGATION  TO  ADD  TO  FACILITIES.  The inclusion of the
improvements, facilities and services set forth in Subparagraph 4.2(a) shall not
be  deemed  to impose an obligation upon Lessor to either have said improvements
or  facilities or to provide those services unless the Industrial Center already
has  the  same,  Lessor  already  provides  the  services,  or Lessor has agreed
elsewhere  in  this  Lease  to  provide  the  same  or  some  of  them.
          (c)     TIME  FOR  PAYMENT. Lessee's Share of Operating Expenses shall
be  payable  by  Lessee monthly within ten (10) days after a reasonably detailed
statement  of  actual  expenses  is  presented  to  Lessee  by  Lessor.  It  is
acknowledged  that  Association  regular assessments for Common Area maintenance
will  be  set  annually  based  on  Association  approved  budgets  and detailed
statements  of  expenses  shall  be  provided  to  Lessor  and in turn to Lessee
annually.  In addition, an amount shall be estimated by Lessor from time to time
for  that portion of the Operating Expenses related to the Building and the same
shall  be  payable  monthly  or  quarterly by Lessee, as Lessor shall designate,
during  each 12-month period of the Lease term, on the same day as the Base Rent
is  due  hereunder.  Lessor shall deliver to Lessee within sixty (60) days after
the  expiration  of  each  calendar year a reasonably detailed statement showing
Operating  Expenses  incurred  during  the  preceding year. If Lessee's payments
under  this  Paragraph  4.2(d)  during  said  preceding  year  exceed  Lessee's
obligations,  Lessee  shall  be  credited the amount of such overpayment against
monies  due  from  Lessee  for Operating Expenses next becoming due. If Lessee's
payments  under  this Paragraph 4.2(d) during said preceding year were less than
Lessee's  obligations as indicated on said statement, Lessee shall pay to Lessor
the  amount  of  the deficiency within ten (10) days after delivery by Lessor to
Lessee  of  said  statement.
5.  SECURITY  DEPOSIT.     Lessee  shall  deposit  with  Lessor  upon  Lessee's
execution hereof the Security Deposit set forth in Paragraph 1.7 as security for
Lessee's  faithful  performance  of  Lessee'  s obligations under this Lease. If
Lessee  fails  to  pay  Base  Rent  or  other  rent or charges due hereunder, or
otherwise  Defaults  under this Lease (as defined in Paragraph 13.1), Lessor may
use, apply or retain all or any portion of said Security Deposit for the payment
of any amount due Lessor or to reimburse or compensate Lessor for any liability,
cost,  expense,  loss  or  damage  (including  attorneys' fees) which Lessor may
suffer  or incur by reason thereof. If Lessor uses or applies all or any portion
of  said  Security  Deposit,  Lessee  shall  within  ten (10) days after written
request therefore deposit monies with Lessor sufficient to restore said Security

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


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Deposit  to  the  full  amount  required  by  this Lease. Any time the Base Rent
increases during the term of this Lease, Lessee shall, upon written request from
Lessor,  deposit  additional  monies  with Lessor as an addition to the Security
Deposit so that the total amount of the Security Deposit shall at all times bear
the  same  proportion  to  the  then  current  Base Rent as the initial Security
Deposit  bears to the initial Base Rent set forth in Paragraph 1.5. Lessor shall
not  be  required  to keep all of any part of the Security Deposit separate from
its  general accounts. Lessor shall, at the expiration or earlier termination of
the term hereof and after Lessee has vacated the Premises, return to Lessee (or,
at  Lessor's option, to the last assignee, if any, of Lessee's interest herein),
that  portion  of  the  Security  Deposit  not used or applied by Lessor. Unless
otherwise expressly agreed in writing by Lessor, no part of the Security Deposit
shall be considered to be held in trust, to bear interest or other increment for
its  use,  or  to  be  prepayment for any monies to be paid by Lessee under this
Lease.
6.     USE.
     6.1     PERMITTED  USE.
          (a)     Lessee  shall  use  and  occupy  the  Premises  only  for  the
Permitted  Use  set  forth  in  Paragraph  1.8,  or any other legal use which is
reasonably comparable thereto, and for no other purpose. Lessee shall not use or
permit  the use of the Premises in a manner that is unlawful, creates waste or a
nuisance,  or  that disturbs owners and/or occupants of, or causes damage to the
Premises  or  neighboring premises or properties. If another tenant of Lessor in
the Industrial Center engages in conduct that disturbs Lessee, Lessor shall have
no  liability  therefore.
          (b)     Lessor hereby agrees to not unreasonably withhold or delay its
consent  to any written request by Lessee, Lessee's assignees or subtenants, and
by prospective assignees and subtenants of Lessee, its assignees and subtenants,
for  a  modification  of said Permitted Use, so long as the same will not impair
the  structural integrity of the improvements on the Premises or in the Building
or  the mechanical or electrical systems therein, does not conflict with uses by
other  lessees,  is  not  significantly  more  burdensome to the Premises or the
Building  and the improvements thereon, and is otherwise permissible pursuant to
this Paragraph 6. If Lessor elects to withhold such consent, Lessor shall within
five  (5)  business days after such request give a written notification of same,
which  notice  shall include an explanation of Lessor's reasonable objections to
the  change  in  use.
     6.2     HAZARDOUS  SUBSTANCES.
          (a)     REPORTABLE  USES  REQUIRE  CONSENT.  The  term  "HAZARDOUS
SUBSTANCE"  as  used  in  this Lease shall mean any product, substance chemical,
material  or  waste  whose  presence,  nature,  quantity  and/or  intensity  of
existence, use, manufacture, disposal, transportation, spill, release or effect,
either  by  itself  or in combination with other materials expected to be on the
Premises,  is  either:  (i)  potential injurious to the public health, safety or
welfare,  the  environment,  or the Premises; (ii) regulated or monitored by any
governmental  authority;  or  (iii) a basis for potential liability of Lessor to
any  governmental  agency  or third party under any applicable statute or common
law  theory. Hazardous Substance shall include, but be limited to, hydrocarbons,
petroleum,  gasoline,  crude  oil or any products or by products thereof. Lessee
shall  not  engage  in any activity in or about the Premises which constitutes a
Reportable  Use  (as  hereinafter  defined)  of Hazardous Substances without the
express  prior  written  consent of Lessor and compliance in a timely manner (at
Lessee's  sole cost and expense) with all Applicable Requirements (as defined in
Paragraph  6.3).  "REPORTABLE USE" shall mean (i) the installation or use of any
above  or  below  ground storage tank, (ii) the generation, possession, storage,
use, transportation, or disposal of a Hazardous Substance that requires a permit
from,  or  with respect to which a report, notice, registration or business plan
is required to be filed with, any governmental authority, and (iii) the presence
in,  on or about the Premises of a Hazardous Substance with respect to which any
Applicable  Laws require that a notice be given to persons entering or occupying
the  Premises  or  neighboring properties. Notwithstanding the foregoing, Lessee
may, without Lessor's prior consent, but upon notice to Lessor and in compliance
with  all  Applicable  Requirements,  use  any  ordinary and customary materials
reasonably  required  to be used by Lessee in the normal course of the Permitted
Use,  so  long  as  such  use  is  not  a Reportable Use and does not expose the
Premises  or  neighboring  properties to any meaningful risk of contamination or
damage  or expose Lessor to any liability therefor. In addition, Lessor may (but
without  any obligation to do so) condition its consent to any Reportable Use of
any  Hazardous  Substance  by Lessee upon Lessee's giving Lessor such additional
assurances  as  Lessor,  in  its

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
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                                        6
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reasonable  discretion,  deems  necessary  to  protect  itself,  the public, the
Premises  and  the  environment  against  damage, contamination or injury and/or
liability  therefor,  including  but  not  limited  to the installation (and, at
Lessor's  option,  removal on or before Lease expiration or earlier termination)
of  reasonably  necessary  protective  modifications  to  the  Premises (such as
concrete encasements) and/or the deposit of an additional Security Deposit under
Paragraph  5  hereof.
          (b)     Duty  to  Inform  Lessor.  If  Lessee knows, or has reasonable
cause  to  believe,  that a Hazardous Substance, excluding de minimis quantities
used  and stored in the ordinary course of business according to law, (provided,
however,  Lessee  shall  in  no  event  be  allowed  to keep on the Premises any
quantity of explosives or radioactive substances) has come to be located in, on,
under  or about the Premises or the Building, other than as previously consented
to  by  Lessor,  Lessee  shall  immediately  give Lessor written notice thereof,
together  with  a  copy  of  any  statement,  report,  notice,  registration,
application,  permit, business plan, license, claim, action, or proceeding given
to, or received from, any governmental authority or private party concerning the
presence, spill, release, discharge of, or exposure to, such Hazardous Substance
including  but  not  limited  to  all  such  documents as may be involved in any
Reportable  Use  involving  the  Premises.  Lessee shall not cause or permit any
Hazardous  Substance  to  be  spilled  or  released  in,  on, under or about the
Premises  (including, without limitation, through the plumbing or sanitary sewer
system).
          (c)     Indemnification.  Lessee  shall indemnify, protect, defend and
hold  Lessor,  its agents, employees, lenders and ground lessor, if any, and the
Premises, harmless from and against any and all damages, liabilities, judgments,
costs,  claims,  liens,  expenses, penalties, loss of permits and attorneys' and
consultants'  fees  arising  out of or involving any Hazardous Substance brought
onto  the  Premises  by  or  for  Lessee  or  by  anyone under Lessee's control.
Lessee's  obligations  under this Paragraph 6.2(c) shall include, but be limited
to,  the  effects  of  any  contamination  or  injury to person, property or the
environment  created  or  suffered  by  Lessee,  and  the  cost of investigation
(including  consultants' and attorneys' fees and testing), removal, remediation,
restoration  and/or abatement thereof, or of any contamination therein involved,
and  shall  survive  the  expiration  or  earlier termination of this Lease.  No
termination, cancellation or release agreement entered into by Lessor and Lessee
shall  release  Lessee  from  its  obligations  under this Lease with respect to
Hazardous  Substances, unless specifically so agreed by Lessor in writing at the
time  of  such  agreement.
     6.3     Lessee's  Compliance  with Requirements.  Lessee shall, at Lessee's
sole  cost  and expense, fully, diligently and in a timely manner, comply in its
occupancy  of  the  Premises  and  conduct  of  its  business  thereon  with all
"Applicable  Requirements,"  which  term is used in this Lease to mean all laws,
rules,  regulations,  ordinances,  directives,  covenants,  easements  and
restrictions  of  record,  permits,  the  requirements  of  any  applicable fire
insurance  underwriter  or  rating  bureau,  and the recommendations of Lessor's
engineers  and/or consultants, relating in any manner to the Premises (including
but  not  limited  to  matters  pertaining  to  (i)  industrial  hygiene,  (ii)
environmental conditions on, in, under or about the Premises, including soil and
groundwater  conditions, and (iii) the use, generation, manufacture, production,
installation,  maintenance,  removal, transportation, storage, spill, or release
of  any  Hazardous  Substance),  now  in effect or which may hereafter come into
effect.  Lessee  shall,  within  five (5) days after receipt of Lessor's written
request,  provide Lessor with copies of all documents and information, including
but  not limited to permits, registrations, manifests, applications, reports and
certificates,  evidencing  Lessee's  compliance with any Applicable Requirements
specified  by  Lessor,  and  shall  immediately  upon  receipt, notify Lessor in
writing  (with  copies  of  any  documents involved) of any threatened or actual
claim, notice, citation, warning, complaint or report pertaining to or involving
failure  by  Lessee  or the Premises to comply with any Applicable Requirements.
     6.4     Inspection;  Compliance  with  Law.  Lessor,  the  Associations and
their  agents,  employees,  contractors  and designated representatives, and the
holders  of  any  mortgages,  deeds  of  trust  or ground leases on the Premises
("Lenders")  shall  have the right to enter the Premises at any time in the case
of  an  emergency,  and  otherwise  at  reasonable  times,  for  the  purpose of
inspecting  the condition of the Premises and for verifying compliance by Lessee
with  this  Lease  and all Applicable Requirements (as defined in Paragraph 6.3)
and  Lessor shall be entitled to employ experts and/or consultants in connection
therewith  to  advise  Lessor with respect to Lessee's activities, including but
not  limited  to Lessee's installation, operation, use, monitoring, maintenance,

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
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                                        7
<PAGE>
or  removal  of  any  Hazardous Substance on or from the Premises. The costs and
expenses  of  any  such  inspections shall be paid by the party requesting same,
unless  a Default or Breach of this Lease by Lessee or a violation of Applicable
Requirements  or a contamination, caused or materially contributed to by Lessee,
is  found  to  exist or to be imminent, or unless the inspection is requested or
ordered  by  a  governmental  authority  as  the  result of any such existing or
imminent  violation  or  contamination.  In such case, Lessee shall upon request
reimburse  Lessor  or  Lessor's  Lender,  as  the case may be, for the costs and
expenses  of  such  inspections.
7.     Maintenance,  Repairs,  Utility  Installations,  Trade  Fixtures  and
Alterations.
     7.1     Lessee's  Obligations.
          (a)     Subject  to  the provisions of Paragraphs 2.2 (Condition), 2.3
(Compliance  with  Covenants,  Restrictions  and  Building  Code), 7.2 (Lessor's
Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at
Lessee's  sole  cost  and  expense and at all times, keep the Building and every
part thereof in good order, condition and repair (whether or not such portion of
the  Building  requiring  repair,  or  the  means  of  repairing  the  same, are
reasonably or readily accessible to Lessee, and whether or not the need for such
repairs  occurs  as a result of Lessee's use, any prior use, the elements or the
age of such portion of the Building), including, without limiting the generality
of the foregoing, all equipment or facilities specifically serving the Building,
such  as  plumbing,  heating, air conditioning, ventilating, exposed electrical,
lighting  facilities,  boilers,  exposed fired or unfired pressure vessels, fire
hose  connections  within  the  Building,  fixtures,  interior  walls,  interior
surfaces  of  exterior  walls,  ceilings,  floors,  windows, doors, plate glass,
cabinets,  and  skylights.  Lcssee,  in  keeping  the  Premises  in  good order,
condition  and  repair,  shall  exercise and perform good maintenance practices.
Lessee's  obligations  shall include restorations, replacements or renewals when
necessary to keep the Building and all improvements thereon or a part thereof in
good  order,  condition  and  state  of  repair.
          (b)     Lessor shall procure and maintain at Lessee's cost, as part of
the  CAM  charge  reimbursement  due  under Section 4.2 above, contracts for the
heating,  air conditioning and ventilating systems as suggested by the equipment
manufacturer  and  for periodic inspections, maintenance and repair of the roof,
including  pigeon  abatement.  The contract for the roof shall provide for a six
(6)-month  leak-proof  guarantee  after  each  service.
          (c)     If  Lessee  fails  to  perform Lessee's obligations under this
Paragraph  7.1,  Lessor  may  enter upon the Premises after ten (10) days' prior
written  notice  to Lessee (except in the case of an emergency, in which case no
notice  shall be required), perform such obligations on Lessee's behalf, and put
the  Premises  in good order, condition and repair, in accordance with Paragraph
13.2  below.
     7.2     Lessor's  Obligations.  Subject to the provisions of Paragraphs 2.2
(Condition),  2.3  (Compliance  with Covenants, Restrictions and Building Code),
4.2  (Operating  Expenses),  6  (Use),  7.1 (Lessee's Obligations), 9 (Damage or
Destruction)  and  14  (Condemnation),  Lessor,  either  directly or through the
Master  Association,  subject to reimbursement from Lessee pursuant to Paragraph
4.2,  shall  keep in good order, condition, and repair the foundations, exterior
walls,  structural  condition  of  interior  bearing  walls, exterior roof, fire
sprinkler  and/or  standpipe and hose (if located outside the Building) or other
automatic  fire extinguishing system including fire alarm and/or smoke detection
systems  and  equipment,  fire  hydrants,  parking  lots,  walkways,  parkways,
driveways,  landscaping,  fences, signs and utility systems serving the Building
and  all  parts  thereof, as well as providing the services for which there is a
Operating  Expense  pursuant  to  Paragraph 4.2.  Lessee and not Lessor shall be
obligated  to  paint  the  interior  surfaces of exterior walls and to maintain,
repair  or replace windows, doors or plate glass of the Premises and any signage
installed  by Lessee.  Lessee expressly waives the benefit of any statute now or
hereafter  in  effect  which  would  otherwise  afford  Lessee the right to make
repairs  at  Lessor's  expense  or  to  terminate this Lease because of Lessor's
failure  to  keep the Building, Industrial Center or Common Areas in good order,
condition  and repair.  It is acknowledged and agreed that this is a "net lease"
under  which  Lessee  is  responsible for all costs and expenses for the repair,
replacement,  maintenance,  operation and ownership of the Premises and Lessee's
share  of  all  Operating  Expenses.
     7.3     Utility  Installations,  Trade  Fixtures,  Alterations.
          (a)     Definitions;  Consent  Required.  The  term  "Utility
Installations"  is  used  in this Lease to refer to all air lines, power panels,
electrical  distribution,  security,  fire  protection

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
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                                        8
<PAGE>
systems, communications systems, lighting fixtures, heating, ventilating and air
conditioning  equipment, plumbing, and fencing in, on or about the Premises. The
term  "Trade  Fixtures" shall mean Lessee's machinery and equipment which can be
removed  without  doing  material damage to the Premises. The term "Alterations"
shall  mean  any  modification  of  the  improvements  on the Premises which are
provided  by  Lessor  under  the  terms  of  this  Lease,  other  than  Utility
Installations  or  Trade  Fixtures.  "Lessee-Owned  Alterations  and/or  Utility
Installations"  are  defined as Alterations and/or Utility Installations made by
Lessee  that  are  not  yet owned by Lessor pursuant to Paragraph 7.4(a). Lessee
shall not make nor cause to be made any Alterations or Utility Installations in,
on,  under  or about the Premises without Lessor's prior written consent. Lessee
may,  however,  make non-structural Utility Installations to the interior of the
Premises  (excluding  the  roof)  without  Lessor's  consent  but upon notice to
Lessor, so long as they are not visible from the outside of the Premises, do not
involve  puncturing,  relocating  or removing the roof or any existing walls, or
changing  or  interfering  with the fire sprinkler or fire detection systems and
the  cumulative  cost thereof during the term of this Lease as extended does not
exceed  $2,500.00.
          (b)     Consent.  Any Alterations or Utility Installations that Lessee
shall  desire  to  make  and  which  require  the consent of the Lessor shall be
presented  to Lessor in written form with detailed plans.  All consents given by
Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific consent,
shall  be deemed conditioned upon: (i) Lessee's acquiring all applicable permits
required  by  governmental  authorities;  (ii)  the furnishing of copies of such
permits  together with a copy of the plans and specifications for the Alteration
or Utility Installation to Lessor prior to commencement of the work thereon; and
(iii)  the  compliance by Lessee with all conditions of said permits in a prompt
and  expeditious  manner.  Any  Alterations  or  Utility Installations by Lessee
during  the  term  of this Lease shall be done in a good and workmanlike manner,
with  good  and  sufficient  materials, and be in compliance with all Applicable
Requirements.  Lessee shall promptly upon completion thereof furnish Lessor with
as-built plans and specifications therefor.  Lessor may, (but without obligation
to  do  so)  condition  its  consent  to  any  requested  Alteration  or Utility
Installation  that costs $2,500.00 or more upon Lessee's providing Lessor with a
lien  and  completion  bond  in  an  amount  equal to one and one-half times the
estimated  cost  of  such  Alteration  or  Utility  Installation.
          (c)     Lien  Protection.  Lessee  shall  pay  when due all claims for
labor  or materials furnished or alleged to have been furnished to or for Lessee
at  or  for  use  on  the  Premises,  which  claims are or may be secured by any
mechanic's  or  materialmen's lien against the Premises or any interest therein.
If  any  such  lien(s) is recorded against the Premises, the building and/or the
Industrial Center, Lessee shall cause same to be discharged within ten (10) days
form the recordation of such lien(s).  If Lessee fails to discharge such lien(s)
as required herein, Lessor may, without waiving its rights and remedies based on
such failure of Lessee and without releasing Lessee from any of its obligations,
cause  such  lien(s) to be released by any means it shall deem proper, including
payments in satisfaction of the claim giving rise to such lien(s).  Lessee shall
pay  to Lessor upon notice by Lessor, as additional rent, any sum paid by Lessor
to  remove  such lien(s), together with interest at the rate of eighteen percent
(18%)  per  annum  from  the  date of such payment by Lessor.  Lessee shall give
Lessor not less than ten (10) days' notice prior to the commencement of any work
in,  on,  or about the Premises, and Lessor shall have the right to post notices
of  non-responsibility  in  or  on  the  Premises as provided by law.  If Lessee
shall,  in  good  faith, contest the validity of any such lien, claim or demand,
then  Lessee  shall,  at its sole expense, defend and protect itself, Lessor and
the  Premises  against  the  same  and  shall  pay  and satisfy any such adverse
judgment that may be rendered thereon before the enforcement thereof against the
Lessor or the Premises.  If Lessor shall require, Lessee shall furnish to Lessor
a  surety  bond  satisfactory  to  Lessor in an amount equal to one and one-half
times  the  amount  of  such contested lien claim or demand, indemnifying Lessor
against  liability  for  the  same,  as  required  by law for the holding of the
Premises  free  from  the effect of such lien or claim.  In addition, Lessor may
require  Lessee  to  pay  Lessor's attorneys' fees and costs in participating in
such  action  if  Lessor  shall decide it is to its best interest to do so.  The
obligations of this paragraph shall survive the expiration or termination of the
Lease.
     7.4     Ownership,  Removal,  Surrender,  and  Restoration.
          (a)     Ownership.  Subject to Lessor's right to require their removal
and  to cause Lessee to become the owner thereof as hereinafter provided in this
Paragraph  7.4,  all  Alterations  and

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
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                                        9
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Utility  Installations  made  to the Premises by Lessee shall be the property of
and  owned  by Lessee, but considered a part of the Premises. Lessor may, at any
time and at its option, elect in writing to Lessee to be the owner of all or any
specified part of the Lessee-Owned Alterations and Utility Installations. Unless
otherwise  instructed  per  Subparagraph  7.4(b)  hereof,  all  Lessee-Owned
Alterations  and  Utility  Installations  shall,  at  the  expiration or earlier
termination  of  this  Lease,  become the property of Lessor and remain upon the
Premises  and  be  surrendered  with  the  Premises  by  Lessee.
          (b)     Removal.  Unless  otherwise  agreed  in  writing,  Lessor  may
require  that  any  or  all Lessee-Owned Alterations or Utility Installations be
removed  by the expiration or earlier termination of this Lease, notwithstanding
that  their  installation  may  have  been  consented  to by Lessor.  Lessor may
require the removal at any time of all or any part of any Alterations or Utility
Installations  made  without  the  required  consent  of  Lessor.
          (c)     Surrender/Restoration.  Lessee shall surrender the Premises by
the end of the last day of the Lease term or any earlier termination date, clean
and  free  of debris and in good operating order, condition and state of repair,
ordinary  wear  and tear excepted.  Ordinary wear and tear shall not include any
damage  or  deterioration  that  would  have  been prevented by good maintenance
practice  or  by  Lessee  performing  all  of  its obligations under this Lease.
Except  as  otherwise  agreed or specified herein, the Premises, as surrendered,
shall  include  the  Alterations  and  Utility Installations.  The obligation of
Lessee  shall  include  the repair of any damage occasioned by the installation,
maintenance  or  removal of Lessee's Trade Fixtures, furnishings, equipment, and
Lessee-Owned  Alterations  and  Utility Installations, as well as the removal of
any  storage  tank  installed by or for Lessee, and the removal, replacement, or
remediation of any soil, material or ground water contaminated by Lessee, all as
may  then be required by Applicable Requirements and/or good practice.  Lessee's
Trade  Fixtures  shall  remain  the  property  of Lessee and shall be removed by
Lessee  subject  to  its  obligation to repair and restore the Premises per this
Lease.
8.      Insurance;  Indemnity.
     8.1      Payment  of  Premium  Increases.
          (a)     As  used herein, the term "Insurance Cost Increase" is defined
as  any  increase in the actual cost of the insurance applicable to the Building
and  required  to be carried by Lessor pursuant to Paragraphs 8.2(b), 8.3(a) and
8.3(b),  ("Required Insurance"), over and above the Base Premium, as hereinafter
defined,  calculated  on  an  annual  basis.  "Insurance  Cost  Increase"  shall
include, but not be limited to, requirements of the holder of a mortgage or deed
of  trust  covering  the Premises, increased valuation of the Premises, and/or a
general  premium  rate  increase.  The term "Insurance Cost Increase" shall not,
however,  include  any  premium  increases  resulting  from  the  nature  of the
occupancy  of  any other lessee of the Building.  If the Parties insert a dollar
amount  in Paragraph 1.9, such amount shall be considered the "Base Premium." If
a  dollar  amount has not been inserted in Paragraph 1.9 and if the Building has
been  previously  occupied  during  the  twelve  (12)  month  period immediately
preceding  the Commencement Date, the "Base Premium" shall be the annual premium
applicable  to  such  twelve  (12)  month period.  If the Building was not fully
occupied  during  such twelve (12) month period, the "Base Premium" shall be the
lowest annual premium reasonably obtainable for the Required Insurance as of the
Commencement  Date,  assuming the most nominal use possible of the Building.  In
no  event,  however,  shall Lessee be responsible for any portion of the premium
cost  attributable  to  liability  insurance  coverage  in  excess of $1,000,000
procured  under  Paragraph  8.2(b).
          (b)     Lessee  shall  pay  any  Insurance  Cost  Increase  to  Lessor
pursuant  to  Paragraph 4.2. Premiums for policy periods commencing prior to, or
extending  beyond, the term of this Lease shall be prorated to coincide with the
corresponding  Commencement  Date  or  Expiration  Date.
     8.2  Liability  Insurance.
          (a)     Carried  by  Lessee.  Lessee  shall  obtain  and keep in force
during the term of this Lease a Commercial General Liability policy of insurance
protecting  Lessee,  Lessor  and any Lender(s) whose names have been provided to
Lessee  in  writing  (as  additional insureds) against claims for bodily injury,
personal  injury and property damage based upon, involving or arising out of the
ownership,  use,  occupancy  or  maintenance  of  the  Premises  and  all  areas
appurtenant  thereto.  Such  insurance shall be on an occurrence basis providing
single  limit coverage in an amount not less than $1,000,000 per occurrence with
an  "Additional Insured-Managers or Lessors of Premises" endorsement and contain
the  "Amendment  of  the  Pollution  Exclusion" endorsement for damage caused by
heat,  smoke  or  fumes  from  a hostile fire.  The policy shall not contain any
intra-insured  exclusions as between insured persons or organizations, but shall
include coverage for liability assumed under this Lease as an "insured contract"
for  the  performance  of  Lessee's indemnity obligations under this Lease.  The
limits  of  said  insurance required by this Lease or as carried by Lessee shall
not, however, limit the liability of Lessee Nor relieve Lessee of any obligation
hereunder.  All  insurance  to  be carried by Lessee shall be primary to and not
contributory with any similar insurance Carried by Lessor, whose insurance shall
be considered excess insurance only.          (b)     Carried by Lessor.  Lessor
shall  also maintain liability insurance described in Paragraph 8.2(a) above, in
addition  to  and  not  in  lieu  of, the insurance required to be maintained by
Lessee.  Lessee  shall  not  be  named  as  an  additional  insured  therein.


                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
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                                       10
<PAGE>
     8.3     Property  Insurance  -  Building,  Improvements  and  Rental Value.
          (a)     Building  and  Improvements.  Lessor  shall obtain and keep in
force  during the term of this Lease a policy or policies in the name of Lessor,
with  loss  payable  to  Lessor  and  to any Lender(s), insuring against loss or
damage  to  the Premises.  Such insurance shall be for full replacement cost, as
the same shall exist from time to time, or the amount required by any Lender(s),
but  in  no  event more than the commercially reasonable and available insurable
value  thereof  if,  by  reason  of the unique nature or age of the improvements
involved,  such  latter amount is less than full replacement cost.  Lessee-Owned
Alterations  and  Utility  Installations,  Trade  Fixtures and Lessee's personal
property  shall be insured by Lessee pursuant to Paragraph 8.4.  If the coverage
is  available  and  commercially  appropriate, Lessor's policy or policies shall
insure against all risks of direct physical loss or damage (except the perils of
flood  and/or  earthquake  unless  required  by a Lender or included in the Base
Premium),  including  coverage  for  any  additional costs resulting from debris
removal  and reasonable amounts of coverage for the enforcement of any ordinance
or law regulating the reconstruction or replacement of any undamaged sections of
the  Building  required to be demolished or removed by reason of the enforcement
of  any  building,  zoning,  safety  or land use laws as the result of a covered
loss,  but  not  including plate glass insurance.  Said policy or policies shall
also  contain  an agreed valuation provision in lieu of any co-insurance clause,
waiver of subrogation, and inflation guard protection causing an increase in the
annual  property  insurance  coverage  amount  by  a factor of not less than the
adjusted  U.S.  Department of Labor Consumer Price Index for All Urban Consumers
for  the  city  nearest  to  where  the  Premises  are  located.
          (b)     Rental  Value.  Lessor  shall  also  obtain  and keep in force
during  the  term of this Lease a policy or policies in the name of Lessor, with
loss  payable  to Lessor and any Lender(s), insuring the loss of the full rental
and  other charges payable by all lessees of the Building to Lessor for one year
(including  all  Real Property Taxes, insurance costs, all Common Area Operating
Expenses  and  any scheduled rental increases).  Said insurance may provide that
in the event the Lease is terminated by reason of an insured loss, the period of
indemnity  for such coverage shall be extended beyond the date of the completion
of  repairs  or replacement of the Premises, to provide for one full year's loss
of rental revenues from the date of any such loss.  Said insurance shall contain
an agreed valuation provision in lieu of any co-insurance clause, and the amount
of  coverage  shall be adjusted annually to reflect the projected rental income,
Real  Property  Taxes,  insurance  premium  costs  and  other  expenses, if any,
otherwise payable, for the next 12-month period.  Common Area Operating Expenses
shall  include  any  deductible  amount  in  the  event  of  such  loss.
          (c)     Adjacent  Premises.  Lessee  shall pay for any increase in the
premiums  for the property insurance of the Building and for the Common Areas or
other  buildings in the Industrial Center if said increase is caused by Lessee's
acts,  omissions,  use  or  occupancy  of  the  Premises.
          (d)     Lessee's  Improvements.  Since  Lessor  is the Insuring Party,
Lessor  shall  not  be  required  to insure Lessee-Owned Alterations and Utility
Installations  unless  the  item  in  question has become the property of Lessor
under  the  terms  of  this  Lease.
     8.4     Lessee's  Property  Insurance.  Subject  to  the  requirements  of
Paragraph  8.5,  Lessee  at  its  cost  shall  either  by separate policy or, at
Lessor's  option, by endorsement to a policy already carried, maintain insurance
coverage  on  all of Lessee's personal property, Trade Fixtures and Lessee-Owned
Alterations  and  Utility Installations in, on, or about the Premises similar in
coverage to that carried by Lessor as the Insuring Party under Paragraph 8.3(a).
Such  insurance shall be full replacement cost coverage with a deductible not to
exceed  $1,000  per  occurrence.  The  proceeds from any such insurance shall be
used  by  Lessee for the replacement of personal property and the restoration of
Trade  Fixtures  and  Lessee-Owned  Alterations and Utility Installations.  Upon
request from Lessor, Lessee shall provide Lessor with written evidence that such
insurance  is  in  force.
     8.5     Insurance  Policies.  Insurance  required  hereunder  shall  be  in
companies duly licensed to transact business in the state where the Premises are
located, and maintaining during the policy term a "General Policyholders Rating"
of  at  least B+, V, or such other rating as may be required by a Lender, as set
forth in the most current issue of "Best's Insurance Guide." Lessee shall not do
or  permit  to  be  done  anything which shall invalidate the insurance policies
referred  to in this Paragraph 8.  Lessee shall cause to be delivered to Lessor,
within  seven  (7)  days  after  the earlier of the Early Possession Date or the
Commencement Date, certified copies of, or certificates evidencing the existence
and amounts of, the insurance required under Paragraphs 8.2(a) and 8.4.  No such
policy  shall  be cancelable or subject to modification except after thirty (30)
days'  prior  written  notice to Lessor.  Lessee shall at least thirty (30) days
prior  to  the  expiration  of  such  policies,  furnish Lessor with evidence of
renewals  or "insurance binders" evidencing renewal thereof, or Lessor may order
such  insurance  and  charge  the  cost thereof to Lessee, which amount shall be
payable  by  Lessee  to  Lessor  upon  demand.


                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       11
<PAGE>
     8.6     Waiver  of  Subrogation.  Without  affecting  any  other  rights or
remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their  entire  right to recover damages (whether in contract or in tort) against
the  other,  for  loss or damage to their property arising out of or incident to
the perils required to be insured against under Paragraph 8.  The effect of such
releases and waivers of the right to recover damages shall not be limited by the
amount  of  insurance  carried  or  required,  or  by any deductibles applicable
thereto.  Lessor  and  Lessee agree to have their respective insurance companies
issuing  property  damage  insurance  waive  any  right to subrogation that such
companies  may have against Lessor or Lessee, as the case may be, so long as the
insurance  is  not  invalidated  thereby.
     8.7     Indemnity.  Except for Lessor's negligence and/or breach of express
warranties,  Lessee  shall  indemnify,  protect,  defend  and  hold harmless the
Premises,  Lessor and its agents, Lessor's master or ground lessor, partners and
Lenders,  from  and  against  any  and all claims, loss of rents and/or damages,
costs, liens, judgments, penalties, loss of permits, attorneys' and consultants'
fees,  expenses  and/or  liabilities arising out of, involving, or in connection
with,  .the  occupancy  of  the  Premises  by  Lessee,  the  conduct of Lessee's
business,  any  act,  omission  or  neglect  of Lessee, its agents, contractors,
employees  or  invitees,  and  out  of  any  Default  or Breach by Lessee in the
performance  in  a  timely  manner  of  any  obligation  on  Lessee's part to be
performed under this Lease.  The foregoing shall include, but not be limited to,
the  defense  or  pursuit  of  any  claim  or  any action or proceeding involved
therein,  and  whether  or  not  (in  the  case  of  claims made against Lessor)
litigated  and/or  reduced  to  judgment.  In  case  any action or proceeding be
brought  against  Lessor by reason of any of the foregoing matters, Lessee, upon
notice  from  Lessor,  shall  defend  the  same  at  Lessee's expense by counsel
reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such
defense.  Lessor  need  not  have  first  paid  any such claim in order to be so
indemnified.
     8.8     Exemption of Lessor from Liability.  Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee,  Lessee's  employees,  contractors,  invitees,  customers,  or any other
person  in  or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage,  obstruction  or  other  defects  of  pipes,  fire  sprinklers,  wires,
appliances,  plumbing,  air conditioning or lighting fixtures, or from any other
cause,  whether  said  injury or damage results from conditions arising upon the
Premises  or  upon  other  portions  of the Building of which the Premises are a
part,  from other sources or places, and regardless of whether the cause of such
damage  or  injury  or  the  means  of  repairing the same is accessible or not.
Lessor  shall  not  be liable for any damages arising from any act or neglect of
any  other  lessee  of  Lessor  nor  from  the  failure by Lessor to enforce the
provisions  of  any  other  lease  in  the  Industrial  Center.  Notwithstanding
Lessor's negligence or breach of this Lease, Lessor shall under no circumstances
be  liable  for  injury to Lessee's business or for any loss of income or profit
therefrom.
9.     Damage  or  Destruction.
     9.1     Definitions.
          (a)     "Premises  Partial Damage" shall mean damage or destruction to
the Premises, other than Lessee-Owned Alterations and Utility Installations, the
repair  cost  of which damage or destruction is less than fifty percent (50%) of
the  then  Replacement  Cost  (as  defined  in Paragraph 9.1(d)) of the Premises
(excluding  Lessee-Owned  Alterations  and  Utility  Installations  and  Trade
Fixtures)  immediately  prior  to  such  damage  or  destruction.
          (b)     "Premises  Total Destruction" shall mean damage or destruction
to  the Premises, other than Lessee-Owned Alterations and Utility Installations,
the repair cost of which damage or destruction is fifty percent (50%) or more of
the  then  Replacement  Cost of the Premises (excluding Lessee-Owned Alterations
and  Utility  Installations and Trade Fixtures) immediately prior to such damage
or  destruction.  In addition, damage or destruction to the Building, other than
Lessee-Owned  Alterations  and  Utility  Installations and Trade Fixtures of any
lessees  of  the  Building,  the  cost  of  which damage or destruction is fifty
percent  (50%)  or  more  of  the  then Replacement Cost (excluding Lessee-Owned
Alterations  and  Utility Installations and Trade Fixtures of any lessees of the
Building)  of  the  Building  shall,  at  the  option of Lessor, be deemed to be
Premises  Total  Destruction.


                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       12
<PAGE>
          (c)     "Insured  Loss"  shall  mean  damage  or  destruction  to  the
Premises,  other  than  Lessee-Owned  Alterations  and Utility Installations and
Trade  Fixtures,  which  was  caused  by  an event required to be covered by the
insurance  described  in Paragraph 8.3(a) irrespective of any deductible amounts
or  coverage  limits  involved.
          (d)     "Replacement  Cost"  shall  mean the cost to repair or rebuild
the  improvements  owned  by  Lessor  at  the  time  of  the occurrence to their
condition  existing  immediately  prior  thereto,  including  demolition, debris
removal  and  upgrading  required by the operation of applicable building codes,
ordinances  or  laws,  and  without  deduction  for  depreciation.
          (e)     "Hazardous  Substance  Condition" shall mean the occurrence or
discovery  of  a  condition  involving the presence of, or a contamination by, a
Hazardous  Substance  as  defined  in  Paragraph  6.2(a),  in,  on, or under the
Premises.
     9.2     Premises Partial Damage - Insured Loss.  If Premises Partial Damage
that  is  an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair
such  damage  (but  not  Lessee's Trade Fixtures or Lessee-Owned Alterations and
Utility  Installations)  as  soon  as  reasonably  possible and this Lease shall
continue  in  full  force  and  effect.  In  the event, however, that there is a
shortage  of  insurance  proceeds  and such shortage is due to the fact that, by
reason  of  the  unique  nature  of  the  improvements  in  the  Premises,  full
replacement  cost  insurance  coverage  was  not  commercially  reasonable  and
available,  Lessor shall have no obligation to pay for the shortage in insurance
proceeds  or  to  fully restore the unique aspects of the Premises unless Lessee
provides  Lessor  with  the  funds to cover same, or adequate assurance thereof,
within  ten  (10)  days following receipt of written notice of such shortage and
request  therefor.  If  Lessor receives said funds or adequate assurance thereof
within  said  ten  (10)  day  period,  Lessor  shall  complete  them  as soon as
reasonably  possible  and  this Lease shall remain in full force and effect.  If
Lessor  does  not receive such funds or assurance within said period, Lessor may
nevertheless  elect  by written notice to Lessee within ten (10) days thereafter
to  make  such  restoration and repair as is commercially reasonable with Lessor
paying  any  shortage in proceeds, in which case this Lease shall remain in full
force  and  effect.  If  Lessor  does not receive such funds or assurance within
such ten (10) day period, and if Lessor does not so elect to restore and repair,
then  this Lease shall terminate sixty (60) days following the occurrence of the
damage  or  destruction.  Unless otherwise agreed, Lessee shall in no event have
any  right  to  reimbursement from Lessor for any funds contributed by Lessee to
repair  any such damage or destruction.  Premises Partial Damage due to flood or
earthquake  shall  be  subject  to  Paragraph  9.3  rather  than  Paragraph 9.2,
notwithstanding  that there may be some insurance coverage, but the net proceeds
of  any such insurance shall be made available for the repairs if made by either
Party.
     9.3     Partial  Damage  - Uninsured Loss.  If Premises Partial Damage that
is  not  an  Insured Loss occurs, unless caused by a negligent or willful act of
Lessee  (in  which  event  Lessee shall make the repairs at Lessee's expense and
this  Lease  shall  continue  in full force and effect), Lessor may, at Lessor's
option, either (i) repair such damage as soon as reasonably possible at Lessor's
expense,  in  which event this Lease shall continue in full force and effect, or
(ii)  give  written  notice  to  Lessee within thirty (30) days after receipt by
Lessor  of  knowledge  of  the  occurrence  of such damage of Lessor's desire to
Terminate  this  Lease as of the date sixty (60) days following the date of such
notice.  In the event Lessor elects to give such notice of Lessor's intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt  of  such notice to give written notice to Lessor of Lessee's commitment
to  pay  for  the  repair of such damage totally at Lessee's expense and without
reimbursement  from Lessor.  Lessee shall provide Lessor with the required funds
or  satisfactory  assurance  thereof  within  thirty  (30)  days  following such
commitment  from  Lessee.  In such event this Lease shall continue in full force
and  effect, and Lessor shall proceed to make such repairs as soon as reasonably
possible  after  the required funds are available.  If Lessee does not give such
notice  and  provide  the  funds or assurance thereof within the times specified
above, this Lease shall terminate as of the date specified in Lessor's notice of
termination.
     9.4     Total  Destruction.  Notwithstanding any other provision hereof, if
Premises  Total  Destruction  occurs  (including any destruction required by any
authorized  public  authority),  this  Lease  shall  terminate  sixty  (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee.  In  the  event,  however,  that the damage or destruction was caused by
Lessee,  Lessor  shall  have  the  right to recover Lessor's damages from Lessee
except  as  released  and  waived  in  Paragraph  9.7.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       13
<PAGE>
     9.5     Damage  Near  End  of Term.  If at any time during the last six (6)
months  of  the  term of this Lease there is damage for which the cost to repair
exceeds  one  month's  Base Rent, whether or not an Insured Loss, Lessor may, at
Lessor's  option,  terminate  this Lease effective sixty (60) days following the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election  to  do so within thirty (30) days after the date of occurrence of such
damage.  Provided,  however, if Lessee at that time has an exercisable option to
extend  this  Lease  or  to purchase the Premises, then Lessee may preserve this
Lease  by (a) exercising such option, and (b) providing Lessor with any shortage
in insurance proceeds (or adequate assurance thereof) needed to make the repairs
on  or  before the earlier of (i) the date which is ten (10) days after Lessee's
receipt  of  Lessor's written notice purporting to terminate this Lease, or (ii)
the  day  prior  to  the  date  upon  which such option expires.  If Lessee duly
exercises  such  option  during  such  period and provides Lessor with funds (or
adequate  assurance thereof) to cover any shortage in insurance proceeds, Lessor
shall,  at  Lessor's  expense, repair such damage as soon as reasonably possible
and  this  Lease  shall  continue  in full force and effect.  If Lessee fails to
exercise  such  option  and  provide such funds or assurance during such period,
then  this  Lease shall terminate as of the date set forth in the first sentence
of  this  Paragraph  9.5.
     9.6     Abatement  of  Rent;  Lessee's  Remedies.
          (a)     In  the event of (i) Premises Partial Damage or (ii) Hazardous
Substance  Condition for which Lessee is not legally responsible, the Base Rent,
Common  Area  Operating  Expenses  and  other charges, if any, payable by Lessee
hereunder  for  the  period  during  which such damage or condition, its repair,
remediation  or  restoration  continues,  shall  be  abated in proportion to the
degree  to  which Lessee's use of the Premises is impaired, but not in excess of
proceeds  from  insurance required to be carried under Paragraph 8.3(b).  Except
for abatement of Base Rent, Common Area Operating Expenses and other charges, if
any,  as aforesaid, all other obligations of Lessee hereunder shall be performed
by Lessee, and Lessee shall have no claim against Lessor for any damage suffered
by  reason  of any such damage, destruction, repair, remediation or restoration.
          (b)     If Lessor shall be obligated to repair or restore the Premises
under  the  provisions  of  this  Paragraph  9  and  shall  not  commence,  in a
substantial and meaningful way, the repair or restoration of the Premises within
ninety  (90)  days  after  such obligation shall accrue, Lessee may, at any time
prior  to the commencement of such repair or restoration, give written notice to
Lessor and to any Lenders of which Lessee has actual notice of Lessee's election
to  terminate  this  Lease on a date not less than sixty (60) days following the
giving  of  such notice.  If Lessee gives such notice to Lessor and such Lenders
and  such  repair  or restoration is not commenced within thirty (30) days after
receipt  of  such notice, this Lease shall terminate as of the date specified in
said  notice.  If  Lessor or a Lender commences the repair or restoration of the
Premises  within  thirty  (30) days after the receipt of such notice, this Lease
shall  continue  in full force and effect.  "Commence" as used in this Paragraph
9.6     shall  mean either the unconditional authorization of the preparation of
the  required  plans,  or  the  beginning  of  the  actual work on the Premises,
whichever  occurs  first.
     9.7     Hazardous Substance Conditions.  If a Hazardous Substance Condition
occurs,  unless  Lessee  is  legally  responsible therefor (in which case Lessee
shall  make  the  investigation  and  remediation thereof required by Applicable
Requirements and this Lease shall continue in full force and effect, But subject
to  Lessor's  rights  under  Paragraph  6.2(c)  and Paragraph 13), Lessor may at
Lessor's  option  either  (i) investigate and remediate such Hazardous Substance
Condition,  if  required, as soon as reasonably possible at Lessor's expense, in
which  event  this Lease shall continue in full force and effect, or (ii) if the
estimated  cost  to investigate and remediate such condition exceeds twelve (12)
times the then monthly Base Rent or $100,000, whichever is greater, give written
notice to Lessee within thirty (30) days after receipt by Lessor of knowledge of
the  occurrence  of  such  Hazardous  Substance  Condition of Lessor's desire to
terminate  this  Lease as of the date sixty (60) days following the date of such
notice.  In the event Lessor elects to give such notice of Lessor's intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt  of  such notice to give written notice to Lessor of Lessee's commitment
to  pay  for  the  excess  costs  of  (a)  investigation and remediation of such
Hazardous Substance Condition to the extent required by Applicable Requirements,
over  (b)  an  amount  equal  to twelve (12) times the then monthly Base Rent or
$100,000,  whichever  is  greater.  Lessee  shall  provide Lessor with the funds
required  of  Lessee  or  satisfactory assurance thereof within thirty (30) days
following said commitment by Lessee.  In such event this Lease shall continue in
full  force  and effect, and Lessor shall proceed to make such investigation and
remediation  as  soon  as  reasonably  possible  after  the  required  funds are
available.  If  Lessee  does not give such notice and provide the required funds
or  assurance  thereof  within the time period specified above, this Lease shall
terminate  as  of  the  date  specified  in  Lessor's  notice  of  termination.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       14
<PAGE>
     9.8     Termination  -  Advance  Payments.  Upon  termination of this Lease
pursuant  to  this  Paragraph  9,  Lessor  shall  return  to  Lessee any advance
payment made by Lessee to Lessor and so much of Lessee's Security Deposit as has
not  been,  or  is  not  then  required  to  be,  used by Lessor under the terms
of  this  Lease.
     9.9      Waiver of Statutes. Lessor and Lessee agree that the terms of this
Lease  shall  govern  the  effect  of  any  damage  to  or  destruction  of  the
Premises  and  the  Building  with  respect to the termination of this Lease and
hereby waive the provisions of any present or future statute to the extent it is
inconsistent  herewith.
10.  Real  Property  Taxes.
          10.1      Payment  of Taxes. Lessor shall pay the Real Property Taxes,
as defined in Paragraph 10.2(a), applicable to the Industrial Center, and except
as  otherwise provided in Paragraph 10.3, any increases in such amounts over the
Base  Real  Property  Taxes  shall  be  included  in  the  calculation of Common
Area  Operating  Expenses  in  accordance  with the provisions of Paragraph 4.2.
          10.2     Real  Property Tax Definitions.  (a) As used herein, the term
"Real  Property  Taxes" shall include any form of real estate tax or assessment,
general,  special,  ordinary  or  extraordinary, and any license fee, commercial
rental  tax,  improvement  bond  or  bonds, levy or tax (other than inheritance,
personal  income  or  estate  taxes)  imposed  upon the Industrial Center by any
authority  having the direct or indirect power to tax, including any city, state
or  federal  government,  or  any  school, agricultural, sanitary, fire, street,
drainage,  or  other  improvement  district thereof, levied against any legal or
equitable  interest  of  Lessor in the Industrial Center or any portion thereof,
Lessor's  right  to  rent or other income therefrom, and/or Lessor's business of
leasing  the  Premises.  The  term  "Real Property Taxes" shall also include any
tax, fee, levy, assessment or charge, or any increase therein, imposed by reason
of events occurring, or changes in Applicable Law taking effect, during the term
of  this  Lease,  including  but not limited to a change in the ownership of the
Industrial  Center  or in the improvements thereon, the execution of this Lease,
or  any  modification,  amendment  or  transfer  thereof,  and  whether  or  not
contemplated  by  the Parties.  (b) As used herein, the term "Base Real Property
Taxes" shall be the amount of Real Property Taxes which are assessed against the
Premises,  Building  or Common Areas in the calendar year during which the Lease
is executed.  In calculating Real Property Taxes for any calendar year, the Real
Property Taxes for any real estate tax year shall be included in the calculation
of  Real  Property  Taxes  for  such calendar year based upon the number of days
which  such  calendar  year  and  tax  year  have  in  common.
          10.3      Additional  Improvements.  Common  Area  Operating  Expenses
shall  not  include  Real Property Taxes specified in the tax assessor's records
and  work  sheets  as  being  caused  by additional improvements placed upon the
Industrial  Center  by other lessees or by Lessor for the exclusive enjoyment of
such  other  lessees.  Notwithstanding  Paragraph  10.1  hereof,  Lessee  shall,
however,  pay  to  Lessor  at  the  time  Common  Area  Operating  Expenses  are
payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes
if  assessed  solely  by  reason  of  Alterations,  Trade  Fixtures  or  Utility
Installations  placed  upon  the  Premises  by  Lessee  or  at Lessee's request.
          10.4     Joint  Assessment.  If  the  Building  is  not  separately
assessed,  Real  Property  Taxes allocated to the Building shall be an equitable
proportion  of  the  Real  Property  Taxes  for all of the land and improvements
included  within  the  tax  parcel assessed, such proportion to be determined by
Lessor  from the respective valuations assigned in the assessor's work sheets or
such  other  information  as  may  be reasonably available.  Lessor's reasonable
determination  thereof,  in  good  faith,  shall  be  conclusive.
          10.5     Lessee's  Property  Taxes.  Lessee  shall  pay  prior  to
delinquency  all taxes assessed against and levied upon Lessee-Owned Alterations
and  Utility  Installations,  Trade  Fixtures,  furnishings,  equipment  and all
personal  property  of  Lessee  contained  in  the Premises or stored within the
Industrial  Center.  When  possible,  Lessee  shall  cause  its  Lessee-Owned
Alterations  and  Utility  Installations, Trade Fixtures, furnishings, equipment
and  all  other  personal property to be assessed and billed separately from the
real  property  of  Lessor.  If  any of Lessee's said property shall be assessed
with  Lessor's  real property, Lessee shall pay Lessor the taxes attributable to
Lessee's  property  within  ten  (10)  days after receipt of a written statement
setting  forth  the  taxes  applicable  to  Lessee's  property.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       15
<PAGE>
11.     Utilities.  Lessee  shall  pay  directly  for all utilities and services
supplied to the Premises, including, but not limited to, electricity, telephone,
security, gas and cleaning of the Premises, together with any taxes thereon.  If
any  such  utilities  or  services are not separately metered to the Premises or
separately  billed  to  the  Premises,  Lessee  shall pay to Lessor a reasonable
proportion  to  be  determined  by Lessor of all such charges jointly metered or
billed  with  other  premises in the Building, in the manner and within the time
periods  set  forth  in  Paragraph  4.2(d).
12.     Assignment  and  Subletting.
     12.1     Lessor's  Consent  Required.
          (a)     Lessee  shall  not  voluntarily or by operation of law assign,
transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or
sublet  all  or  any  part of Lessee's interest in this Lease or in the Premises
without  Lessor's  prior written consent given under and subject to the terms of
Paragraph  36.
          (b)     A  change  in  the  control  of  Lessee  shall  constitute  an
assignment  requiring Lessor's consent.  The transfer, on a cumulative basis, of
twenty-five  percent  (25%)  or  more  of  the  voting  control  of Lessee shall
constitute  a  change  in  control  for  this  purpose.
          (c)     The involvement of Lessee or its assets in any transaction, or
series  of  transactions  (by  way  of  merger,  sale,  acquisition,  financing,
refinancing,  transfer, leveraged buy-out or otherwise), whether or not a formal
assignment  or  hypothecation  of  this  Lease  or Lessee's assets occurs, which
results or will result in a reduction of the Net Worth of Lessee, as hereinafter
defined, by an amount equal to or greater than twenty-five percent (25%) of such
Net  Worth  of  Lessee  as  it  was  represented  to  Lessor at the time of full
execution  and  delivery  of  this  Lease  or  at  the  time  of the most recent
assignment  to  which Lessor has consented, or as it exists immediately prior to
said  transaction or transactions constituting such reduction, at whichever time
said Net Worth of Lessee was or is greater, shall be considered an assignment of
this  Lease by Lessee to which Lessor may reasonably withhold its consent.  "Net
Worth  of  Lessee"  for  purposes of this Lease shall be the net worth of Lessee
(excluding  any  Guarantors)  established  under  generally  accepted accounting
principles  consistently  applied.
          (d)     An assignment or subletting of Lessee's interest in this Lease
without  Lessor's specific prior written consent shall, at Lessor's option, be a
Default curable after notice per Paragraph 13.1, or a non-curable Breach without
the  necessity  of  any notice and grace period.  If Lessor elects to treat such
unconsented  to  assignment  or subletting as a non-curable Breach, Lessor shall
have  the  right  to  either: (i) terminate this Lease, or (ii) upon thirty (30)
days' written notice ("Lessor's Notice"), increase the monthly Base Rent for the
Premises to the greater of the then fair market rental value of the Premises, as

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       16
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reasonably  determined  by Lessor, or one hundred ten percent (110%) of the Base
Rent then in effect.  Pending determination of the new fair market rental value,
if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice,
with  any  overpayment  credited  against  the  next installment(s) of Base Rent
coming  due,  and any underpayment for the period retroactively to the effective
date  of the adjustment being due and payable immediately upon the determination
thereof.  Further,  in  the  event of such Breach and rental adjustment, (i) the
purchase  price  of  any option to purchase the Premises held by Lessee shall be
subject  to  similar  adjustment  to  the  then  fair market value as reasonably
determined  by  Lessor (without the Lease being considered an encumbrance or any
deduction  for depreciation or obsolescence, and considering the Premises at its
highest and best use and in good condition) or one hundred ten percent (110%) of
the  price  previously  in  effect,  (ii)  any  index-oriented  rental  or price
adjustment  formulas  contained  in this Lease shall be adjusted to require that
the  base index be determined with reference to the index applicable to the time
of  such adjustment, and (iii) any fixed rental adjustments scheduled during the
remainder  of  the  Lease  term  shall be increased in the same ratio as the new
rental  bears  to  the  Base  Rent  in  effect  immediately prior the adjustment
specified  in  Lessor's  Notice.
          (e)      Lessee's  remedy  for  any  breach  of this Paragraph 12.1 by
Lessor  shall  be  limited  to  compensatory  damages  and/or injunctive relief.
     12.2     Terms  and  Conditions  Applicable  to  Assignment and Subletting.
          (a)     Regardless  of  Lessor's consent, any assignment or subletting
shall  not  (i)  be  effective  without  the  express written assumption by such
assignee  or  sublessee  of  the  obligations  of  Lessee under this Lease, (ii)
release  Lessee  of  any  obligations  hereunder,  nor  (iii)  alter the primary
liability  of  Lessee  for  the  payment  of Base Rent and other sums due Lessor
hereunder  or  for  the  performance of any other obligations to be performed by
Lessee  under  this  Lease.
          (b)     Lessor  may  accept  any  rent  or  performance  of  Lessee's
obligations from any person other than Lessee pending approval or disapproval of
an  assignment.  Neither  a  delay  in  the  approval  or  disapproval  of  such
assignment  nor  the  acceptance  of any rent for performance shall constitute a
waiver or estoppel of Lessor's right to exercise its remedies for the Default or
Breach  by  Lessee  of  any of the terms, covenants or conditions of this Lease.
          (c)     The  consent  of  Lessor to any assignment or subletting shall
not  constitute  a  consent to any subsequent assignment or subletting by Lessee
or  to  any subsequent or successive assignment or subletting by the assignee or
sublessee.  However,  Lessor  may  consent  to  subsequent  sublettings  and
assignments  of  the sublease or any amendments or modifications thereto without
notifying  Lessee  or  anyone  else  liable under this Lease or the sublease and
without  obtaining their consent, and such action shall not relieve such persons
from  liability  under  this  Lease  or  the  sublease.
          (d)     In  the  event of any Default or Breach of Lessee's obligation
under  this Lease, Lessor may proceed directly against Lessee, any Guarantors or
anyone  else  responsible  for the performance of the Lessee's obligations under
this  Lease, including any sublessee, without first exhausting Lessor's remedies
against  any  other  person  or  entity  responsible  therefor to Lessor, or any
security  held  by  Lessor.
          (e)      Each request for consent to an assignment or subletting shall
be  in writing, accompanied by information relevant to Lessor's determination as
to  the  financial  and  operational  responsibility  and appropriateness of the
proposed  assignee or sublessee, including, but not limited to, the intended use
and/or  required  modification  of  the  Premises,  if  any,  together  with  a
non-refundable  deposit  of $1,000 or ten percent (10%) of the monthly Base Rent
applicable  to  the portion of the Premises which is the subject of the proposed
assignment  or  sublease,  whichever is greater, as reasonable consideration for
Lessor's  considering  and  processing the request for consent. Lessee agrees to
provide  Lessor  with  such  other  or  additional  information  and/or
documentation  as  may  be  reasonably  requested  by  Lessor.
          (f)     Any  assignee  of,  or  sublessee  under, this Lease shall, by
reason  of  accepting such assignment or entering into such sublease, be deemed,
for the benefit of Lessor, to have assumed and agreed to conform and comply with
each  and  every  term,  covenant,  condition  and  obligation  herein  to  be
observed  or performed by Lessee during the term of said assignment or sublease,
other  than  such  obligations  as  are  contrary  to  or  inconsistent  with
provisions  of  an  assignment  or  sublease  to  which  Lessor has specifically
consented  in  writing.
          (g)     The occurrence of a transaction described in Paragraph 12.2(c)
shall  give  Lessor  the  right  (but  not  the  obligation) to require that the
Security  Deposit  be  increased  by  an  amount equal to six (6) times the then
monthly  Base  Rent,  and  Lessor  may  make the actual receipt by Lessor of the
Security

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
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                                       17
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          (h)     Lessor, as a condition to giving its consent to any assignment
or  subletting,  may require that the amount and adjustment schedule of the rent
payable  under  this  Lease  be adjusted to what is then the market value and/or
adjustment schedule for property similar to the Premises as then constituted, as
determined  by  Lessor.
     12.3     Additional  Terms  and  Conditions  Applicable  to Subletting. The
following  terms  and  conditions shall apply to any subletting by Lessee of all
or  any part of the Premises and shall be deemed included in all subleases under
this  Lease  whether  or  not  expressly  incorporated  therein:
          (a)     Lessee  hereby assigns and transfers to Lessor all of Lessee's
interest in all rentals and income arising from any sublease of all or a portion
of  the  Premises heretofore or hereafter made by Lessee, and Lessor may collect
such  rent  and  income  and  apply  same toward Lessee's obligations under this
Lease;  provided,  however,  that  until a Breach (as defined in Paragraph 13.1)
shall  occur in the performance of Lessee's obligations under this Lease, Lessee
may,  except as otherwise provided in this Lease, receive, collect and enjoy the
rents  accruing  under  such  sublease.  Lessor  shall  not,  by  reason  of the
foregoing  provision  or any other assignment of such sublease to Lessor, nor by
reason  of the collection of the rents from a sublessee, be deemed liable to the
sublessee  for  any failure of Lessee to perform and comply with any of Lessee's
obligations  to  such  sublessee under such Sublease.  Lessee hereby irrevocably
authorizes and directs any such sublessee, upon receipt of a written notice from
Lessor  stating  that a Breach exists in the performance of Lessee's obligations
under this Lease, to pay to Lessor the rents and other charges due and to become
due  under  the  sublease.  Sublessee  shall  rely  upon  any such statement and
request from Lessor and shall pay such rents and other charges to Lessor without
any  obligation  or  right  to  inquire  as  to  whether  such Breach exists and
notwithstanding  any  notice  from or claim from Lessee to the contrary.  Lessee
shall  have  no  right or claim against such sublessee, or, until the Breach has
been cured, against Lessor, for any such rents and other charges so paid by said
sublessee  to  Lessor.
          (b)     In  the  event of a Breach by Lessee in the performance of its
obligations  under  this Lease, Lessor, at its option and without any obligation
to  do  so, may require any sublessee to attorn to Lessor, in which event Lessor
shall  undertake  the  obligations of the sublessor under such sublease from the
time  of  the  exercise  of  said  option  to  the  expiration of such sublease;
provided,  however, Lessor shall not be liable for any prepaid rents or security
deposit paid by such sublessee to such sublessor or for any other prior defaults
or  breaches  of  such  sublessor  under  such  sublease.
          (c)     Any  matter  or  thing  requiring the consent of the sublessor
under  a  sublease  shall  also  require  the  consent  of  Lessor  herein.
          (d)     No sublessee under a sublease approved by Lessor shall further
assign  or sublet all or any part of the Premises without Lessor's prior written
consent.
          (e)     Lessor shall deliver a copy of any notice of Default or Breach
by  Lessee  to  the  sublessee,  who shall have the right to cure the Default Of
Lessee within the grace period, if any, specified in such notice.  The sublessee
shall  have  a right of reimbursement and offset from and against Lessee for any
such  Defaults  cured  by  the  sublessee.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       18
<PAGE>
13.  Default;  Breach;  Remedies.
     13.1     Default;  Breach.  Lessor  and Lessee agree that if an attorney is
consulted  by  Lessor  in  connection  with  a  Lessee  Default  or  Breach  (as
hereinafter  defined),  $350.00  is a reasonable minimum sum per such occurrence
for  legal  services  and  costs  in  the preparation and service of a notice of
Default, and that Lessor may include the cost of such services and costs in said
notice  as  rent  due  and  payable  to cure said default. A "Default" by Lessee
is  defined as a failure by Lessee to observe, comply with or perform any of the
terms,  covenants,  conditions or rules applicable to Lessee under this Lease. A
"Breach"  by  Lessee  is  defined  as  the  occurrence of any one or more of the
following Defaults, and, where a grace period for cure after notice is specified
herein,  the  failure  by Lessee to cure such Default prior to the expiration of
the applicable grace period, and shall entitle Lessor to pursue the remedies set
forth  in  Paragraphs  13.2  and/or  13.3:
          (a)     The vacating of the Premises without the intention to reoccupy
same,  or  the  abandonment  of  the  Premises.
          (b)     Except  as  expressly  otherwise  provided  in this Lease, the
failure  by  Lessee  to  make any payment of Base Rent, Lessee's Share of Common
Area  Operating  Expenses,  or any other monetary payment required to be made by
Lessee  hereunder  as  and  when  due,  the  failure  by  Lessee  to  provide
Lessor  with reasonable evidence of insurance or surety bond required under this
Lease, or the failure of Lessee to fulfill any obligation under this Lease which
endangers  or  threatens  life  or  property, where such failure continues for a
period  of  three  (3)  days following written notice thereof by or on behalf of
Lessor  to Lessee.
          (c)     Except  as  expressly  otherwise  provided  in this Lease, the
failure  by  Lessee  to provide Lessor with reasonable written evidence (in duly
executed  original  form,  if  applicable)  of  (i)  compliance  with Applicable
Requirements  per  Paragraph  6.3,  (ii) the inspection, maintenance and service
Contracts  required  under  Paragraph  7.1(b),  (iii)  the  rescission  of  an
unauthorized  assignment  or  subletting  per  Paragraph  12.1,  (iv)  a Tenancy
Statement per Paragraphs 16 or 37, (v) the subordination or non-subordination of
this  Lease  per  Paragraph 30, (vi) the guaranty of the performance of Lessee's
obligations under this Lease if required under Paragraphs 1.11 and 37, (vii) the
execution  of  any  document requested under Paragraph 42 (easements), or (viii)
any  other  documentation  or information which Lessor may reasonably require of
Lessee  under  the  terms  of this Lease, where any such failure continues for a
period  of  ten  (10) days following written notice by or on behalf of Lessor to
Lessee.
          (d)     A  Default by Lessee as to the terms, covenants, conditions or
provisions  of  this  Lease,  or  of the rules adopted under Paragraph 40 hereof
that  are to be observed, complied with or performed by Lessee, other than those
described  in  Subparagraphs  13.1(a),  (b)  or  (c),  above, where such Default
continues for a period of thirty (30) days after written notice thereof by or on
behalf  of  Lessor  to Lessee; provided, however, that if the nature of Lessee's
Default  is such that more than thirty (30) days are reasonably required for its
cure,  then  it  shall  not  be deemed to be a Breach of this Lease by Lessee if
Lessee  commences  such  cure  within said thirty (30) day period and thereafter
diligently  prosecutes  such  cure  to  completion.
          (e)     The  occurrence of any of the following events: (i) the making
by Lessee of any general arrangement or assignment for the benefit of creditors;
(ii) Lessee's becoming a "debtor" as defined in 11 U.S.  Code Section 101 or any
successor  statute  thereto  (unless,  in  the  case of a petition filed against
Lessee,  the same is dismissed within sixty (60) days); (iii) the appointment of
a trustee or receiver to take possession of substantially all of Lessee's assets
located  at the Premises or of Lessee's interest in this Lease, where possession
is  not  restored  to  Lessee  within  thirty (30) days; or (iv) the attachment,
execution  or  other  judicial  seizure  of substantially all of Lessee's assets
located  at  the  Premises  or  of  Lessee's  interest in this Lease, where such
seizure  is  not  discharged  within thirty (30) days; provided, however, in the
event  that  any  provision  of  this  Subparagraph

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       19
<PAGE>
          (f)     The discovery by Lessor that any financial statement of Lessee
or  of  any  Guarantor,  given  to  Lessor  by  Lessee  or  any  Guarantor,  was
materially  false.
          (g)     If the performance of Lessee's obligations under this Lease is
guaranteed:  (i) the death of a Guarantor, (ii) the termination of a Guarantor's
liability  with respect to this Lease other than in accordance with the terms of
such  guaranty,  (iii)  a  Guarantor's  becoming  insolvent  or the subject of a
bankruptcy  filing,  (iv)  a Guarantor's refusal to honor the guaranty, or (v) a
Guarantor's  breach  of its guaranty obligation on an anticipatory breach basis,
And  Lessee's  failure, within sixty (60) days following written notice by or on
behalf  of  Lessor  to  Lessee of any such event, to provide Lessor with written
alternative  assurances  of security, which, when coupled with the then existing
resources  of  Lessee,  equals  or  exceeds  the combined financial resources of
Lessee  and  the Guarantors that existed at the time of execution of this Lease.
     13.2     Remedies.  If  Lessee  fails  to  perform  any affirmative duty or
obligation of Lessee under this Lease, within ten (10) days after written notice
to  Lessee  (or  in  case  of  an emergency, without notice), Lessor may, at its
option  (but  without  obligation  to do so), perform such duty or obligation on
Lessee's  behalf,  including,  but  not  limited to, the obtaining of reasonably
required  bonds,  insurance  policies,  or  governmental  licenses,  permits  or
approvals.  The  costs  and  expenses of any such performance by Lessor shall be
due  and  payable by Lessee to Lessor upon invoice therefor.  If any check given
to  Lessor  by  Lessee  shall not be honored by the bank upon which it is drawn,
Lessor, at its own option, may require all future payments to be made under this
Lease by Lessee to be made only by cashier's check.  In the event of a Breach of
this  Lease  by  Lessee  (as defined in paragraph 13.1), with or without further
notice  Or  demand,  and without limiting Lessor in the exercise of any right or
remedy  which  Lessor  may  have  by  reason  of  such  Breach,  Lessor  may:
          (a)     Terminate  Lessee's right to possession of the Premises by any
lawful  means,  in which case this Lease and the term hereof shall terminate and
Lessee  shall  immediately  surrender  possession of the Premises to Lessor.  In
such event Lessor shall be entitled to recover from Lessee: (i) the worth at the
time  of  the  award  of  the  unpaid  rent which had been earned at the time of
termination;  (ii)  the  worth  at  the time of award of the amount by which the
unpaid  rent  which  would  have been earned after termination until the time of
award  exceeds  the amount of such rental loss that the Lessee proves could have
been  reasonably  avoided; (iii) the worth at the time of award of the amount by
which  the  unpaid  rent  for  the  balance  of the term after the time of award
exceeds  the  amount  of  such  rental  loss  that  the  Lessee  proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all  the  detriment  proximately  caused  by the Lessee's failure to perform its
obligations  under this Lease or which in the ordinary course of things would be
likely  to  result  therefrom,  including,  but  not  limited  to,  the  cost of
recovering  possession  of  the  Premises,  expenses  of  reletting,  including
necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and  that  portion  of  any leasing commission paid by Lessor in connection with
this  Lease  applicable  to  the unexpired term of this Lease.  The worth at the
time  of  award  of the amount referred to in provision (iii) of the immediately
preceding  sentence shall be computed by discounting such amount at the discount
rate  of  the  Federal Reserve Bank of San Francisco or the Federal Reserve Bank
District in which the Premises are located at the time of award plus one percent
(1%).  Efforts  by  Lessor  to  mitigate  damages  caused by Lessee's Default or
Breach  of  this  Lease  shall not waive Lessor's right to recover damages under
this  Paragraph  13.2.  If  termination  of  this  Lease is obtained through the
provisional  remedy of unlawful detainer, Lessor shall have the right to recover
in  such  proceeding  the unpaid rent and damages as are recoverable therein, or
Lessor  may  reserve  the right to recover all or any part thereof in a separate
suit  for such rent and/or damages.

          (b)          Terminate  Lessee's right to possession of the  Premises,
with or without terminating this Lease, and re-enter the Premises and remove all
persons and property from the Premises, and such  propety  may  be  removed  and
stored in a pbulic warehouse or elsewhere at the cost of and for the account  of
Lessee.  No re-entry or taking possession of the Premises by Lessor pursuant  to
This  subparagraph 13.2(b) shall be construed  as  an election to terminate this
Lease  unless a ritten notice of such intention is given to Lessee or unless the
termination there of is decreed by a court of competent jurisdiction.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


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          (c)     In the event of the vacation or abandonment of the Premises by
Lessee  or in the event that Lessor shall elect to re-enter as provided above or
shall  take possession of the Premises pursuant to legal proceedings or pursuant
to  any notice provided by law, then, if Lessor does not elect to terminate this
Lease  as provided above, Lessor may from time to time, without terminating this
Lease,  either  recover  all rent as it becomes due or relet the Premises or any
part  thereof  for  such term, at such rental rate and upon such other terms and
conditions as Lessor in its sole discretion may deem advisable with the right to
make  alterations  and  repairs to the Premises.  In the event that Lessor shall
elect  to so relet, then rentals received by Lessor from such reletting shall be
applied: first, to the payment of any indebtedness other than rent due hereunder
from  Lessee  to  Lessor;  second, to the payment of any cost of such reletting;
third,  to  the  payment  of  the  costs  of  any alterations and repairs to the
Premises;  fourth,  to  the  payment  of  rent  due and unpaid hereunder and the
residue,  if  any, shall be held by Lessor and applied to payment of future rent
as  may  become  due and payable hereunder.  Should that portion of such rentals
received  from  such reletting during any month, which is applied to the payment
of  rent  hereunder,  be  less than the rent payable during that month by Lessee
hereunder,  then  Lessee  shall  pay  such deficiency to Lessor immediately upon
demand  therefor  by  Lessor.  Such  deficiency  shall  be  calculated  and paid
monthly.  Lessee  shall  also  pay  to  Lessor  as  additional  rent, as soon as
ascertained,  any  costs  and  expenses  incurred, including but not limited to,
brokers'  commissions,  repairs,  alterations,  redecorating, tenant improvement
allowances, rental concessions and Lessor's other expenses incurred in reletting
the  Premises  to a new lessee(s), as well as to reimburse Lessor for the amount
of  all  said  expenses  in  originally  procuring  Lessee  for occupancy of the
Premises.  Landlord  shall  use reasonable efforts to mitigate damages as and to
the  extent  provided  by  applicable  Arizona  law.

          (d)      Pursue  any other remedy now or hereafter available to Lessor
under  the  laws  or  judicial  decisions  of the state wherein the Premises are
located.
          (e)     The  expiration  or  termination  of  this  Lease  and/or  the
termination  of  Lessee's  right  to  possession  shall  not relieve Lessee from
liability  under  any indemnity provisions of this Lease as to matters occurring
or  accruing  during  the  term hereof or by reason of Lessee's occupancy of the
Premises.
     13.3     Inducement  Recapture  in Event of Breach. Any agreement by Lessor
for  free  or  abated  rent  or  other  charges  applicable  to the Premises, or
for  the giving or paying by Lessor to or for Lessee of any cash or other bonus,
inducement  or consideration for Lessee's entering into this Lease, all of which
concessions  are  hereinafter  referred  to  as "Inducement Provisions" shall be
deemed  conditioned  upon  Lessee's  full and faithful performance of all of the
terms,  covenants  and  conditions  of this Lease to be performed or observed by
Lessee  during  the  term  hereof  as  the  same  may  be  extended.  Upon  the
occurrence  of  a Breach (as defined in Paragraph 13.1) of this Lease by Lessee,
any  such  Inducement  Provision  shall  automatically  be  deemed  deleted from
this Lease and of no further force or effect, and any rent, other charge, bonus,
inducement  or  consideration  theretofore abated, given or paid by Lessor under
such  an  Inducement Provision shall be immediately due and payable by Lessee to
Lessor,  and  recoverable  by  Lessor,  as  additional  rent  due  under  this
Lease,  notwithstanding  any  subsequent  cure  of  said  Breach  by Lessee. The
acceptance  by  Lessor  of  rent  or  the cure of the Breach which initiated the
operation  of  this Paragraph 13.3 shall not be deemed a waiver by Lessor of the
provisions  of  this  Paragraph 13.3 unless specifically so stated in writing by
Lessor  at  the  time  of  such  acceptance.
     13.4     Late  Charges.  Lessee  hereby  acknowledges  that late payment by
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to incur
costs  not  contemplated  by  this  Lease,  the  exact  amount  of which will be
extremely  difficult  to ascertain.  Such costs include, but are not limited to,
processing  and  accounting  charges, and late charges which may be imposed upon
Lessor  by the terms of any ground lease, mortgage or deed of trust covering the
Premises.  Accordingly,  if any installment of rent or other sum due from Lessee
shall  not be received by Lessor or Lessor's designee within ten (10) days after
such  amount  shall  be due, then, without any requirement for notice to Lessee,
Lessee  shall  pay  to  Lessor  a  late charge equal to six percent (6%) of such
overdue  amount.  The  parties  hereby  agree that such late charge represents a
fair  and  reasonable  estimate of the costs Lessor will incur by reason of late
payment  by  Lessee.  Acceptance of such late charge by Lessor shall in no event
constitute  a  waiver of Lessee's Default or Breach with respect to such overdue
amount,  nor prevent Lessor from exercising any of the other rights and remedies
granted  hereunder.  In  the  event  that  a  late  charge is payable hereunder,
whether  or  not collected, for three (3) consecutive installments of Base Rent,
then  notwithstanding  Paragraph 4.1 or any other provision of this Lease to the
contrary,  Base Rent shall, at Lessor's option, become due and payable quarterly
in  advance.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


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     13.5     Breach  by  Lessor.  Lessor  shall not be deemed in breach of this
Lease  unless  Lessor  fails  within  a reasonable time to perform an obligation
required  to  be  performed  by  Lessor.  For purposes of this Paragraph 13.5, a
reasonable time shall in no event be less than thirty (30) days after receipt by
Lessor, and by any Lender(s) whose name and address shall have been furnished to
Lessee  in  writing  for  such  purpose,  of  written  notice specifying wherein
such obligation of Lessor has not been performed; provided, however, that if the
nature of Lessor's obligation is such that more than thirty (30) days after such
notice  are reasonably required for its performance, then Lessor shall not be in
breach  of  this  Lease  if performance is commenced within such thirty (30) day
period  and  thereafter  diligently  pursued  to  completion.
14.  Condemnation.  If  the Premises or any portion thereof are taken under the
power  of  eminent domain or sold under the threat of the exercise of said power
(all  of  which are herein called "condemnation"), this Lease shall terminate as
to  the  part  so  taken  as of the date the condemning authority takes title or
possession, whichever first occurs.  If more than ten percent (10%) of the floor
area  of  the Premises, or more than twenty-five percent (25%) of the portion of
the  Common  Areas  designated  for  Lessee's parking, is taken by condemnation,
Lessee  may, at Lessee's option, to be exercised in writing within ten (10) days
after  Lessor  shall  have given Lessee written notice of such taking (or in the
absence  of  such  notice,  within  ten (10) days after the condemning authority
shall  have taken possession) terminate this Lease as of the date the condemning
authority  takes  such  possession.  If  Lessee does not terminate this Lease in
accordance  with the foregoing, this Lease shall remain in full force and effect
as  to the portion of the Premises remaining, except that the Base Rent shall be
reduced  in the same proportion as the rentable floor area of the Premises taken
bears  to  the  total rentable floor area of the Premises.  No reduction of Base
Rent  shall  occur  if  the  condemnation  does  not apply to any portion of the
Premises.  Any award for the taking of all or any part of the Premises under the
power of eminent domain or any payment made under threat of the exercise of such
power  shall  be  the  property  of  Lessor, whether such award shall be made as
compensation  for  diminution of value of the leasehold or for the taking of the
fee,  or  as severance damages; provided, however, that Lessee shall be entitled
to  any  compensation,  separately  awarded  to  Lessee  for Lessee's relocation
expenses  and/or  loss of Lessee's Trade Fixtures.  In the event that this Lease
is  not terminated by reason of such condemnation, Lessor shall to the extent of
its  net  severance damages received, over and above Lessee's share of the legal
and  other  expenses  incurred  by Lessor in the condemnation matter, repair any
damage  to  the Premises caused by such condemnation authority.  Lessee shall be
responsible  for  the  payment  of  any  amount  in excess of such net severance
damages  required  to  complete  such  repair.

15.     BROKERS'  FEES.  Lessee  and  Lessor  each  represent and warrant to the
other  that it has had no dealings with any person, firm, broker or finder other
than  as  named  in Paragraph 1.10(a) in connection with the negotiation of this


                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       22
<PAGE>
Lease  and/or  the consummation of the transaction contemplated hereby, and that
no  broker  or  other  person, firm or entity other than said named Broker(s) is
entitled  to any commission or finder's fee in connection with said transaction.
Lessee  and  Lessor  do each hereby agree to indemnify, protect, defend and hold
the  other harmless from and against liability for compensation or charges which
may  be  claimed  by  any  such unnamed broker, finder or other similar party by
reason  of  any  dealings  or  actions  of the indemnifying Party, including any
costs,  expenses,  and/or  attorneys'  fees  reasonably  incurred  with  respect
thereto.

16.     ESTOPPEL  CERTIFICATE  AND  FINANCIAL  STATEMENTS.

     16.1     Lessee  shall  at any time upon not less than ten (10) days' prior
written  notice  from  Lessor  execute,  acknowledge  and  deliver  to  Lessor a
statement (the "Estoppel Certificate") in writing (i) certifying that this Lease
is  unmodified and in full force and effect (or, if modified, stating the nature
of  such modification and certifying that this Lease, as so modified, is in full
force and effect); (ii) the date to which the rent and other charges are paid in
advance,  if  any;  (iii) the amount of any security deposit held by Lessor; and
(iv)  acknowledging  that  there  are  not,  to  Lessee's knowledge, any uncured
defaults on the part of Lessor hereunder, or specifying such defaults if any are
claimed;  (v)  certifying  and/or  acknowledging  such  other  matters  as  are
reasonably requested by Lessor or, its prospective lender or purchaser. Any such
statement may be conclusively relied upon by any prospective purchaser or lender
of  the  Premises.

          Lessee's failure to deliver such statement within such time shall be a
material  breach of this Lease and shall be conclusive upon Lessee (1) that this
Lease  is  in  full  force  and  effect,  without  modification except as may be
represented  by  Lessor  to any prospective purchaser or lender, (ii) that there
are  no  uncured  defaults in Lessor's performance, and (iii) that not more than
one  month's  rent  has  been  paid  in  advance  as either prepaid rent or as a
security deposit (iv as to the truth and accuracy of all other provisions of the
Estoppel  Certificate  submitted  to  Lessee  for  execution.

          If  Lessor desires to finance, refinance, or sell the Premises, or any
part  thereof,  Lessee  hereby  agrees  to  deliver  to  any lender or purchaser
designated  by  Lessor  such financial statements of Lessee as may be reasonably
required  by  such  lender or purchaser.  Such statements shall include the past
three  years'  financial  statements  of  Lessee.  All such financial statements
shall be received by Lessor and such lender or purchaser in confidence and shall
be  used  only  for  the  purposes  herein  set  forth.

     16.2     Financial  Statement.  If Lessor desires to finance, refinance, or
sell  the  Premises,  Lessee  and  all Guarantors shall deliver to any potential
lender or purchaser designated by Lessor such financial statements of Lessee and
such  Guarantors  as  may  be  reasonably  required by such lender or purchaser,
including  but  not  limited  to Lessee's financial statement through a date not
earlier  than  three  (3)  months  prior  to  the  request.  All  such financial
statements  shall  be  received  by  Lessor  and  such  lender  or  purchaser in
confidence  and  shall  be  used  only  for  the  purposes  herein  set  forth.

17.     Lessor's  Liability.  The  term  "Lessor" as used herein shall mean the
owner  or  owners  at the time in question of the fee title to the Premises.  In
the event of a transfer of Lessor's title or interest in the Premises or in this
Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit)
Any  unused  Security  Deposit  held  by  Lessor at the time of such transfer or
assignment.  Except  as  provided  in  Paragraph  15.3,  upon  such  transfer or
assignment  and delivery of the Security Deposit, as aforesaid, the prior Lessor
shall  be  relieved  of  all  liability  with  respect to the obligations and/or
covenants under this Lease thereafter to be performed by the Lessor.  Subject to
the foregoing, the obligations and/or covenants in this Lease to be performed by
the  Lessor  shall  be  binding  only  upon  the  Lessor as hereinabove defined.
18.     Severability.  The  invalidity  of  any  provision  of  this  Lease,  as
determined  by  a  court  of  competent jurisdiction, shall in no way affect the
validity  of  any other  provision  hereof.
19.     Interest  on  Past-Due  Obligations.  Any  monetary  payment  due Lessor
hereunder,  other than late charges, not received by Lessor within ten (10) days
following the date on which it was due, shall bear interest from the date due at
the prime rate charged by the largest state chartered bank in the state in which
the Premises are located plus four percent (4%) per annum, but not exceeding the
maximum  rate  allowed  by  law,  in  addition  to  the  potential  late  charge
provided  for  in  Paragraph  13.4.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       23
<PAGE>
20.      Time of Essence. Time is of the essence with respect to the performance
of  all  obligations  to  be  performed  or  observed  by the Parties under this
Lease.
21.      Rent  Defined.  All  monetary obligations of Lessee to Lessor under the
terms  of  this  Lease  are  deemed  to  be  rent.
22.     No  Prior  or  other Agreements; Broker Disclaimer.  This Lease contains
all  agreements between the Parties with respect to any matter mentioned herein,
and  no  other  prior  or  contemporaneous  agreement  or understanding shall be
effective.  Lessor  and  Lessee each represents and warrants to the Brokers that
it has made, and is relying solely upon, its own investigation as to the nature,
quality, character and financial responsibility of the other Party to this Lease
and  as  to  the nature, quality and character of the Premises.  Brokers have no
responsibility  with  respect  thereto  or with respect to any default or breach
hereof  by  either  Party.  Each  Broker  shall  be  an  intended  third  party
beneficiary  of  the  provisions  of  this  Paragraph  22.
23.      Notices.
     23.1     Notice  Requirements.  All  notices  required or permitted by this
Lease  shall  be  in  writing  and  may  be  delivered  in person (by hand or by
messenger or courier service) or may be sent by regular, certified or registered
mail or U.S.  Postal Service Express Mail, with postage prepaid, or by facsimile
transmission  during  normal  business  hours,  and shall be deemed sufficiently
given if served in a manner specified in this Paragraph 23.  The addresses noted
adjacent  to a Party's signature on this Lease shall be that Party's address for
delivery  or  mailing of notice purposes.  Either Party may by written notice to
the  other  specify  a  different  address for notice purposes, except that upon
Lessee's  taking  possession  of  the  Premises,  the  Premises shall constitute
Lessee's  address for the purpose of mailing or delivering notices to Lessee.  A
copy  of all notices required or permitted to be given to Lessor hereunder shall
be concurrently transmitted to such party or parties at such addresses as Lessor
may  from  time  to  time  hereafter  designate  by  written  notice  to Lessee.
     23.2     Date  of Notice.  Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the  receipt  card,  or  if no delivery date is shown, the postmark thereon.  If
sent  by  regular  mail, the notice shall be deemed given forty-eight (48) hours
after  the same is addressed as required herein and mailed with postage prepaid.
Notices  delivered  by  United  States  Express  Mail  or overnight courier that
guarantees  next day delivery shall be deemed given twenty-four (24) hours after
delivery  of  the  same  to the United States Postal Service or courier.  If any
notice is transmitted by facsimile transmission or similar means, the same shall
be  deemed  served  or  delivered  upon  telephone  or facsimile confirmation of
receipt  of  the  transmission  thereof,  provided  a copy is also delivered via
delivery  or  mail.  If  notice is received on a Saturday or a Sunday or a legal
holiday,  it  shall  be  deemed  received  on  the  next  business  day.
24.     Waivers.  No  waiver  by  Lessor  of  the Default or Breach of any term,
covenant  or  condition  hereof by Lessee, shall be deemed a waiver of any other
term,  covenant  or  condition hereof, or of any subsequent Default or Breach by
Lessee  of  the  same or any other term, covenant or condition hereof.  Lessor's
consent  to,  or  approval  of,  any  such  act  shall  not  be deemed to render
unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent
or similar act by Lessee, or be construed as the basis of an estoppel to enforce
the provision or provisions of this Lease requiring such consent.  Regardless of
Lessor's  knowledge  of  a  Default or Breach at the time of accepting rent, the
acceptance  of  rent by Lessor shall not be a waiver of any Default or Breach by
Lessee  of  any  provision  hereof.  Any  payment  given Lessor by Lessee may be
accepted  by  Lessor on account of monies or damages due Lessor, notwithstanding
any  qualifying statements or conditions made by Lessee in connection therewith,
which  such  statements  and/or  conditions  shall  be  of  no  force  or effect
whatsoever  unless  specifically agreed to in writing by Lessor at or before the
time  of  deposit  of  such  payment.
25.      Recording.  Either  Lessor  or Lessee shall, upon request of the other,
execute,  acknowledge  and  deliver to the other a short form memorandum of this
Lease  for  recording  purposes.  The  Party  requesting  recordation  shall  be
responsible  for  payment  of  any  fees  or  taxes  applicable  thereto.
26.     No  Right  to Holdover.  Lessee has no right to retain possession of the
Premises  or  any  part  thereof beyond the expiration or earlier termination of
This  Lease.  In the event that Lessee holds over in violation of this Paragraph
26  then  the  Base  Rent  payable  from and after the time of the expiration or
earlier  termination  of  this  Lease  shall be increased to two hundred percent
(200%)  of  the Base Rent applicable during the month immediately preceding such
expiration  or earlier termination.  Nothing contained herein shall be construed
as  a  consent  by  Lessor  to  any  holding  over  by  Lessee.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       24
<PAGE>
27.     Cumulative  Remedies.  No  remedy  or election hereunder shall be deemed
exclusive  but  shall,  wherever possible, be cumulative with all other remedies
at  law  or  in  equity.
28.     Covenants and Conditions. All provisions of this Lease to be observed or
performed  by  Lessee  are  both  covenants  and  conditions.
Binding  Effect;  Choice  of  Law. This Lease shall be binding upon the Parties,
their  personal  representatives,  successors  and  assigns  and  be  governed
by  the  laws  of  the  state  in which the Premises are located. Any litigation
between  the  Parties  hereto  concerning  this  Lease shall be initiated in the
county  in which  the  Premises  are  located.
30.      Subordination;  Attornment;  Non-Disturbance.
     30.1      Subordination.  This Lease and any Option granted hereby shall be
subject  and  subordinate  to  any  ground  lease,  mortgage,  deed of trust, or
other hypothecation or security device (collectively, "Security Device"), now or
hereafter  placed  by  Lessor upon the real property of which the Premises are a
part, to any and all advances made on the security thereof, and to all renewals,
modifications,  consolidations,  replacements  and  extensions  thereof.  Lessee
agrees  that  the  Lenders  holding any such Security Device shall have no duty,
liability  or  obligation to perform any of the obligations of Lessor under this
Lease,  but  that  in  the  event  of  Lessor's default with respect to any such
obligation,  Lessee  will  give  any  Lender  whose  name  and address have been
furnished Lessee in writing for such purpose notice of Lessor's default pursuant
to  Paragraph  13.5.  If  any  Lender  shall elect to have this Lease and/or any
Option granted hereby superior to the lien of its Security Device and shall give
written  notice  thereof  to Lessee, this Lease and such Options shall be deemed
prior  to  such  Security  Device,  notwithstanding  the  relative  dates of the
documentation  or  recordation  thereof.
     30.2     Attornment.  Subject  to  the  non-disturbance  provisions  of
Paragraph  30.3,  Lessee  agrees  to  attorn  to a Lender or any other party who
acquires  ownership  of  the  Premises  by reason of a foreclosure of a Security
Device, and that in the event of such foreclosure, such new owner shall not: (i)
be  liable for any act or omission of any prior lessor or with respect to events
occurring  prior  to acquisition of ownership, (ii) be subject to any offsets or
defenses  which Lessee might have against any prior lessor, or (iii) be bound by
prepayment  of  more  than  one  (1)  month's  rent.
     30.3     Non-Disturbance.  With respect to Security Devices entered into by
Lessor  after  the  execution  of  this  Lease,  Lessee's  subordination of this
Lease  shall  be  subject to receiving assurance (a "non-disturbance agreement")
from  the  Lender  that  Lessee's  possession  and  this  Lease,  including  any
options  to  extend  the term hereof, will not be disturbed so long as Lessee is
not  in  Breach  hereof  and  attorns  to  the  record  owner  of  the Premises.
     30.4     Self-Executing.  The  agreements  contained  in  this Paragraph 30
shall  be  effective  without  the execution of any further documents; provided,
however,  that upon written request from Lessor or a Lender in connection with a
sale,  financing  or  refinancing  of  Premises, Lessee and Lessor shall execute
such  further  writings as may be reasonably required to separately document any
such  subordination  or  non-subordination,  attornment  and/or  non-disturbance
agreement  as  is  provided  for  herein.
31.  Attorneys'  Fees.  If any Party or Broker brings an action or proceeding to
enforce  the  terms hereof or declare rights hereunder, the Prevailing Party (as
hereafter  defined)  in any such proceeding, action, or appeal thereon, shall be
entitled  to  reasonable  attorneys'  fees. Such fees may be awarded in the same
suit  or  recovered in a separate suit, whether or not such action or proceeding
is  pursued  to decision or judgment. The term "Prevailing Party" shall include,
without  limitation,  a Party or Broker who substantially obtains or defeats the
relief  sought, as the case may be, whether by compromise, settlement, judgment,
or  the  abandonment  by  the other Party or Broker of its claim or defense. The
attorneys'  fee  award  shall  not  be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse all attorneys' fees reasonably
incurred.  Lessor  shall  be  entitled  to  attorneys'  fees, costs and expenses
incurred  in  preparation and service of notices of Default and consultations in
connection  therewith,  whether  or not a legal action is subsequently commenced
in connection with such Default or resulting Breach. Broker(s) shall be intended
third  party  beneficiaries  of  this  Paragraph  31.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       25
<PAGE>
32.     Lessor's  Access;  Showing Premises; Repairs. Lessor and Lessor's agents
shall  have  the  right  to  enter  the  Premises at any time, in the case of an
emergency, and otherwise at reasonable times for the purpose of showing the same
to  prospective  purchasers,  lenders,  or  lessees,  and  making  such
alterations,  repairs,  improvements  or  additions  to  the  Premises or to the
Building,  as Lessor may reasonably deem necessary. Lessor may at any time place
on  or  about  the Premises or Building any ordinary "For Sale" signs and Lessor
may  at  any  time  during  the  last  one hundred eighty (180) days of the term
hereof  place  on or about the Premises any ordinary "For Lease" signs. All such
activities  of Lessor shall be without abatement of rent or liability to Lessee.
33.      Auctions.  Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises without first having
obtained  Lessor's  prior  written  consent.  Notwithstanding  anything  to  the
contrary  in  this Lease, Lessor shall not be obligated to exercise any standard
of reasonableness  in  determining  whether  to  grant  such  consent.
34.     Signs.  Lessee  shall  not  place  any  sign  upon  the  exterior of the
Premises  or  the  Building, except that Lessee may, with Lessor's prior written
consent,  install (but not on the roof) such signs as are reasonably required to
advertise  Lessee's  own  business  so  long  as  such  signs  are in a location
designated  by  Lessor  and  comply with Applicable Requirements and the signage
criteria  established  for the Industrial Center by Lessor.  The installation of
any  sign on the Premises by or for Lessee shall be subject to the provisions of
Paragraph  7  (Maintenance,  Repairs,  Utility Installations, Trade Fixtures and
Alterations).  Unless  otherwise  expressly  agreed  herein, Lessor reserves all
rights  to  the  use  of  the  roof  of  the  Building, and the right to install
advertising signs on the Building, including the roof, which do not unreasonably
interfere with the conduct of Lessee's business; Lessor shall be entitled to all
revenues  from  such  advertising  signs.
35.      Termination; Merger. Unless specifically stated otherwise in writing by
Lessor,  the  voluntary  or  other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by  Lessee,  shall  automatically terminate any sublease or lesser estate in the
Premises;  provided,  however, Lessor shall, in the event of any such surrender,
termination  or  cancellation, have the option to continue any one or all of any
existing  subtenancies. Lessor's failure within ten (10) days following any such
event to make a written election to the contrary by written notice to the holder
of  any  such  lesser  interest, shall constitute Lessor's election to have such
event  constitute  the  termination  of  such  interest.
36.      Consents.
          (a)     Except  for  Paragraph  33  hereof  (Auctions) or as otherwise
provided herein, wherever in this Lease the consent of a Party is required to an
act  by  or for the other Party, such consent shall not be unreasonably withheld
or  delayed.  Lessor's  actual reasonable costs and expenses (including, but not
limited  to,  architects',  attorneys',  engineers' and other consultants' fees)
incurred  in  the  consideration of, or response to, a request by Lessee for any
Lessor  consent  pertaining  to  this  Lease or the Premises, including, but not
limited  to,  consents to an assignment a subletting or the presence or use of a
Hazardous  Substance,  shall  be  paid  by  Lessee  to Lessor upon receipt of an
invoice  and  supporting  documentation  therefor.  In  addition  to the deposit
described  in  Paragraph  12.2(e), Lessor may, as a condition to considering any
such  request  by  Lessee,  require that Lessee deposit with Lessor an amount of
money  (in  addition  to the Security Deposit held under Paragraph 5) reasonably
calculated  by Lessor to represent the cost Lessor will incur in considering and
responding  to  Lessee's  request.  Any  unused portion of said deposit shall be
refunded to Lessee without interest.  Lessor's consent to any act, assignment of
this  Lease  or  subletting  of  the  Premises by Lessee shall not constitute an
acknowledgement  that  no  Default or Breach by Lessee of this Lease exists, nor
shall  such  consent  be deemed a waiver of any then existing Default or Breach,
except  as may be otherwise specifically stated in writing by Lessor at the time
of  such  consent.
          (b)      All  conditions  to Lessor's consent authorized by this Lease
are  acknowledged  by  Lessee as being reasonable. The failure to specify herein
any  particular condition to Lessor's consent shall not preclude the impositions
by Lessor at the time of consent of such further or other conditions as are then
reasonable  with  reference  to the particular matter for which consent is being
given.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       26
<PAGE>

37.     Guarantoee.
     37.1     Form  of Guaranty. If there are to be any Guarantors of this Lease
per  Paragraph  1.11,  the  form  of  the  guaranty  to be executed by each such
Guarantor  shall  be  in  the  form  most  recently  published  by  the American
Industrial  Real Estate Association, and each such Guarantor shall have the same
obligations  as  Lessee  under  this  Lease,  including, but not limited to, the
obligation  to  provide  the  Tenancy  Statement  and  information  required  in
Paragraph 16.
     37.2     Additional  Obligations  of  Guarantor.  It  shall  constitute  a
Default  of  the Lessee under this Lease if any such Guarantor fails or refuses,
upon  reasonable request by Lessor to give: (a) evidence of the due execution of
the  guaranty called for by this Lease, including the authority of the Guarantor
(and  of  the party signing on Guarantor's behalf) to obligate such Guarantor on
said  guaranty,  and resolution of its board of directors authorizing the making
of  such  guaranty,  together  with  a  certificate  of  incumbency  showing the
signatures  of  the  persons  authorized  to  sign  on  its  behalf, (b) current
financial  statements  of  Guarantor  as  may  from time to time be requested by
Lessor,  (c)  a Tenancy Statement, or (d) written confirmation that the guaranty
is  still  in  effect.
38.     Quiet  Possession.  Upon  payment by Lessee of the rent for the Premises
and  the  performance  of  all  of  the  covenants, conditions and provisions on
Lessee's  part  to be observed and performed under this Lease, Lessee shall have
quiet  possession  of  the Premises for the entire term hereof subject to all of
the  provisions  of  this  Lease.
39.     Options.  [Intentionally Omitted]
40.      Rules  and  Regulations.  Lessee agrees that it will abide by, and keep
and  observe  all  reasonable  rules  and  regulations ("Rules and Regulations")
which  Lessor  may  make from time to time for the management, safety, care, and
cleanliness  of  the  grounds,  the  parking  and  unloading of vehicles and the
preservation of good order, as well as for the convenience of other occupants or
tenants  of  the  Building  and  the  Industrial  Center  and  their  invitees.
41      Security Measures. Lessee hereby acknowledges that the rental payable to
Lessor  hereunder  does  not  include  the  cost  of  guard  service  or  other
security  measures,  and  that  Lessor  shall  have  no obligation whatsoever to
provide  same.  Lessee  assumes  all  responsibility  for  the protection of the
Premises,  Lessee,  its  agents and invitees and their property from the acts of
third  parties.
42.     Reservations.  Lessor  reserves  the right, from time to time, to grant,
without the consent or joinder of Lessee, such easements, rights of way, utility
raceways,  and  dedications  that  Lessor  deems  necessary,  and  to  cause the
recordation  of  parcel maps and restrictions, so long as such easements, rights
of way, utility raceways, dedications,  maps  and restrictions do not reasonably
interfere  with  the  use  of  the Premises by Lessee. Lessee agrees to sign any
documents reasonably requested by Lessor to effectuate any such easement rights,
dedication,  map  or  restrictions.
43.     Performance  Under  Protest.  If at any time a dispute shall arise as to
any  amount  or  sum  of  money  to  be paid by one Party to the other under the
provisions  hereof,  the  Party  against whom the obligation to pay the money is
asserted  shall  have the right to make payment "under protest" and such payment
shall  not  be regarded as a voluntary payment and there shall survive the right
on  the  part  of  said Party to institute suit for recovery of such sum.  If it
shall  be  adjudged that there was no legal obligation on the part of said Party
to  pay  such  sum  or any part thereof, said Party shall be entitled to recover
such  sum  or  so  much  thereof as it was not legally required to pay under the
provisions  of  this  Lease.
44.     Authority.  If  either  Party hereto is a corporation, trust, or general
or  limited  partnership, each individual executing this Lease on behalf of such
entity  represents and warrants that he or she is duly authorized to execute and
deliver  this  Lease  on  its  behalf.  If  Lessee  is  a  corporation, trust or
partnership,  Lessee  shall,  within  thirty  (30) days after request by Lessor,
deliver  to  Lessor  evidence  satisfactory  to  Lessor  of  such  authority.
45.     Conflict.  Any conflict between the printed provisions of this Lease and
the typewritten or handwritten provisions shall be controlled by the typewritten
or handwritten  provisions.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       27
<PAGE>
46.     Offer.  Preparation of this Lease by either Lessor or Lessee or Lessor's
agent  or  Lessee's  agent  and submission of same to Lessee or Lessor shall not
be  deemed  an  offer  to  lease. This Lease is not intended to be binding until
executed  and  delivered  by  all  Parties  hereto.
47.     Amendments.  This  Lease  may be modified only in writing, signed by the
Parties  in  interest  at the time of the modification.  The Parties shall amend
This  Lease  from  time  to time to reflect any adjustments that are made to the
Base  Rent  or  other  rent  payable  under  this Lease.  As long as they do not
materially  change  Lessee's  obligations  hereunder, Lessee agrees to make such
reasonable  non-monetary  modifications  to  this  Lease  as  may  be reasonably
required  by  an  institutional  insurance  company  or  pension  plan Lender in
connection with the obtaining of normal financing or refinancing of the property
of  which  the  Premises  are  a  part.
48.     Multiple Parties. Except as otherwise expressly provided herein, if more
than  one  person  or  entity  is  named  herein as either Lessor or Lessee, the
obligations  of  such  multiple  parties  shall  be  the  joint  and  several
responsibility of all persons or entities named herein as such Lessor or Lessee.

     LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM
AND  PROVISION  CONTAINED  HEREIN,  AND  BY
THE  EXECUTION  OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO.
THE  PARTIES  HEREBY  AGREE  THAT,  AT  THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND  EFFECTUATE  THE  INTENT  AND
PURPOSE  OF  LESSOR  AND  LESSEE  WITH  RESPECT  TO  THE  PREMISES.

     IF  THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR YOUR ATTORNEY'S
REVIEW  AND  APPROVAL.  FURTHER,  EXPERTS  SHOULD  BE  CONSULTED TO EVALUATE THE
CONDITION  OF  THE  PROPERTY  FOR THE POSSIBLE PRESENCE OF ASBESTOS, UNDERGROUND
STORAGE  TANKS  OR HAZARDOUS SUBSTANCES.  NO REPRESENTATION OR RECOMMENDATION IS
MADE  BY  THE  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE
BROKERS  OR  THEIR CONTRACTORS, AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,
LEGAL  EFFECT,  OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES;  THE  PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS
TO  THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.  IF THE SUBJECT PROPERTY IS IN
A  STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS
LOCATED  SHOULD  BE  CONSULTED.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       28
<PAGE>
     The  Parties  hereto have executed this Lease at the place and on the dates
specified  above  their  respective  signatures.

Executed  at:  Oxnard, California        Executed  at:  Phoenix, Arizona
             --------------------------               --------------------------
on:                                      on:
   ------------------------------------     ------------------------------------

LESSOR:                                  LESSEE:


Thomas P. Pecht,  Individually,          24X7  Development.Com,  Inc.,
and SANDRA J. HIGH                       a  Delaware  Corporation
and ANN MAUREEN KING (collectively)
                                         By: /s/ John C. Flander, Jr.
                                            -------------------------------
                                             Its: CEO
                                            -------------------------------


By:  /s/ Thomas P. Pecht                    By:
   ----------------------------------       -------------------------------
Thomas P. Pecht,  Individually,
                                             Its:

By: /s/ Sandra J. High by Thomas P. Pecht, Attorney-in-Fact
   --------------------------------------------------------
    Sandra J. High by Thomas P. Pecht
    Attorney-in-Fact

By: /s/ Ann  Maureen  King by Thomas P. Pecht, Attorney-in-Fact
   ------------------------------------------------------------
    Ann  Maureen  King  by  Thomas  P. Pecht
    Attorney-in-Fact

Address:
C/o  Thomas  P.  Pecht
4500  N.  Rose  Avenue
Oxnard,  California  93030
Tel  No.     (805)  485-4639
Fax  No.     (805)  485-9997



                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       29
<PAGE>
                      ADDENDUM TO STANDARD INDUSTRIAL LEASE

                       DATED June ____,2000 BY and BETWEEN

                      24X7 DEVELOPMENT.COM, INC. ("LESSEE")

                                       AND
   THOMAS P. PECHT, INDIVIDUALLY, AS AND AS TRUSTEE OF THE ANN F. PECHT TRUST,
               AND SANDRA J. HIGH AND ANN MAUREEN KING ("LESSOR")


     1.     MASTER  ASSOCIATION.  It is acknowledged by Lessee that the Kitchell
            -------------------
Skypark  Owners  Association,  an  Arizona  non-profit  corporation (the "Master
Association"),  is responsible to maintain, under recorded Covenants, Conditions
and  Restrictions, the landscaped parkways within thirty feet (30') of the curbs
along  20th  Avenue,  Lone Cactus, Deer Valley Road, and 21st Avenue, and within
fifty  feet  (50')  of  the  curb  along  19th  Avenue  adjacent  to  the member
properties,  which  are  depicted  on  Exhibit B hereto. That Master Association
assesses  the  Industrial  Center  and  all  other  properties  subject  to  its
jurisdiction  for all of its expenses based on an annual budget set by the Board
of  Directors,  from  time  to time. Lessee agrees to pay as additional rent all
assessments  imposed  on  the Premises by the Master Association the term of the
Lease,  as  and  when  billed  by  Lessor  as  stated  herein.

     2.     SUB-ASSOCIATION.  It  is  also  acknowledged  that  the  Skypark
            ---------------
Condominium  Owners  Association,  an  Arizona  non-profit  corporation  (the
"Sub-Association"),  provide  landscaping  and  parking  lot maintenance for the
Premises. That Sub-Association bills the Lessor for all of its expenses in doing
so.  Lessee  agrees  to  pay  as  additional  rent  all  the  charges  of  the
Sub-Association  for these services during the Lease term, as and when billed by
Lessor.  Lessee acknowledges that there are currently two (2) third-party owners
of  condominium  units  in  the  Industrial  Center  which  comprises  the
Sub-Association  other  than  Lessor.

     3.     TENANT  IMPROVEMENTS.  Prior  to  the Commencement Date Lessor shall
            --------------------
install  at  its  sole  cost the following improvements to the Premises ("Tenant
Improvements"):

            a.     New  carpet  comparable in quality to that existing at the
                   Premises as of the  date  of  this  Lease.

            b.     Repair any drywall damage and repaint the interior walls of
                   the Premises.

            c.     Remove  any  debris.

            d.     Remove  the existing security system, leaving the wiring for
                   it in place.

     4.     SYSTEMS  WARRANTY.  Notwithstanding  the provisions of this Lease to
            -----------------
the  contrary,  Landlord  warrants  that  the plumbing, lighting, electrical and
heating  and  air conditioning systems are in hood operating condition as of the
Commencement  Date.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       30
<PAGE>
     5.     LIMITED  RIGHT  OF  ASSIGNMENT.  Notwithstanding  the  provisions of
            ------------------------------
Paragraph  12  to the contrary, Lessee shall have the right to assign this Lease
in  its  entirety, subject to the provisions of Paragraph 12.2 of this Lease, to
Digital  Bridge,  Inc.,  in  connection  with  a  corporate  reorganization.


LESSOR:                                  LESSEE:
                                         24X7  Development.Com,  Inc.,
                                         a  Delaware  Corporation


/s/  Thomas P. Pecht
-------------------------------
Thomas P. Pecht,  Individually,
                                         By: /s/ John C. Flander, Jr.
                                            -------------------------------
                                             Its: CEO
                                            -------------------------------


By: /s/ Sandra J. High by Thomas P. Pecht, Attorney-in-Fact
   --------------------------------------------------------
    Sandra J. High by Thomas P. Pecht
    Attorney-in-Fact

By: /s/ Ann  Maureen  King by Thomas P. Pecht, Attorney-in-Fact
   ------------------------------------------------------------
    Ann  Maureen  King  by  Thomas  P. Pecht
    Attorney-in-Fact

Address:
C/o  Thomas  P.  Pecht
4500  N.  Rose  Avenue
Oxnard,  California  93030
Tel  No.     (805)  485-4639
Fax  No.     (805)  485-9997



                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       31
<PAGE>
                                   EXHIBIT  A







                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       32
<PAGE>
                                   EXHIBIT  B









                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       33
<PAGE>
                                    EXHIBIT C

                            CONTINUING LEASE GUARANTY
                           ----------------------------

     WHEREAS,  that  certain Standard Industrial/Commercial Multi-Lessee-"Triple
Net" (the "Lease") of even date herewith has been executed by and between THOMAS
P.  PECHT,  INDIVIDUALLY  AND  SANDRA J. HIGH AND ANN MAUREEN KING (COLLECTIVELY
"LESSOR"),  and  24X7  DEVELOPMENT.COM, INC., A DELAWARE CORPORATION ("Lessee"),
covering  certain  premises  located in the Industrial Center (as defined in the
Lease)  at  21422  N.  20  Avenue  in  Phoenix, Maricopa County, Arizona (Unit 4
Skypark  Condominium  Phase  I);

     WHEREAS,  Lessor  has  required as a condition of Lessor's execution of the
Lease  that  the undersigned guaranty the full performance of the obligations of
Lessee  under  the  Lease;  and

     WHEREAS,  the  undersigned  desire  that  Lessor  enter into the Lease with
Lessee.

     NOW,  THEREFORE,  IN consideration of the execution of the Lease by Lessor,
the undersigned hereby unconditionally guaranty the full performance of each and
all  of the terms, conditions, covenants, and provisions of the Lease to be kept
and performed by Lessee, including but not limited to the payment of all rentals
and  other charges payable thereunder. The undersigned further agree as follows:

     1.     This  Continuing  Lease  Guaranty  (the  "Guaranty")  shall  not  be
released,  diminished,  or  otherwise  affected  by:

          a.     Any  assignment  of  all  or  any part or parts of the Lease by
Lessee  with  or  without  the  consent  of  Lessor;

          b.     The  assignment  or  transfer  in  whole or in part of Lessor's
interest  in  the  Lease  and/or  this  Guaranty;

          c.     The  bankruptcy, reorganization, or insolvency of Lessee or any
successor  or  assignee thereof or any disaffirmance or abandonment by a trustee
of  Lessee;

          d.     Any  modification  or  alteration  of  the Lease by the parties
thereto  or  their successors and assigns, or the granting of extensions of time
by  Lessor with respect to the performance of any of the terms and provisions of
the  Lease;

          e.     Any  deferral,  reduction  or compromise of any rental or other
charge  due  Lessor  under  the  provisions  of  the  Lease;

          f.     The failure by Lessor to require strict performance of any term
or  provision  of the Lease or to exercise any right, power or remedy granted to
Lessor  in  the  Lease;  or

          g.     Any extension or renewal of the Lease Term or any period during
which Lessee holds over or remains in possession, with or without the consent of
Lessor,  of  all or any part of the Premises after the expiration or termination
of  the  Lease  Term.

     2.  The  liability of the undersigned under this Guaranty shall be primary,
and  in any right of action which shall accrue to Lessor under the Lease, Lessor
may, at its option, proceed against the undersigned without having commenced any
action  against  Lessee,  or  Lessor  may  proceed against Lessee without having
commenced  any  action  against  the  undersigned, or Lessor may proceed against
Lessee and the undersigned concurrently. In any event, the election by Lessor to

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       34
<PAGE>
proceed  against only Lessee or the undersigned shall not release the other from
liability  under  the  Lease  or  this  Guaranty.

     3.     The  undersigned  shall  pay Lessor's reasonable attorneys' fees and
all  costs  and other expenses incurred in recovering possession of the Premises
in any collection or attempted collection or in any negotiations relating to the
obligations  hereby  guarantied  or  in  enforcing  this  Guaranty.

     4.     The  undersigned hereby waive and agree not to assert: (a) any right
to  require  Lessor to proceed against Lessee or any other guarantor, to proceed
against  or exhaust any security for the full performance of each and all of the
terms,  conditions,  covenants,  and  provisions  of  the  Lease  to be kept and
performed  by Lessee, or to pursue any remedy in any particular order or manner;
(b)  the  benefit  of  any  statute  of  limitations affecting the undersigned's
liability hereunder or the enforcement hereof (c) demand, diligence, presentment
for  payment,  protest  and  demand, and notice of extension, dishonor, protest,
demand,  nonpayment,  and  acceptance  of  this  Guaranty;  (d)  notice  of  the
existence,  creation, or incurring of new or additional obligations of Lessee to
Lessor;  (e) the benefits of any statutory provision limiting the liability of a
surety,  including  without  limitation,  the provisions of A.R.S. e 12-164 1, t
seq.,  (f) notice of extension, modification, or amendment of the Lease, and (g)
any defense arising by reason of any disability or other defense of Lessee or by
reason  of  the cessation from any cause whatsoever (other than payment in full)
of the obligations of Lessee under the Lease. The undersigned irrevocably waives
all rights of subrogation against Lessee, hereby waives any right to enforce any
remedy  which  Lessor now has, or may hereafter have, against Lessee, and waives
any  benefit  of, and any right to participate in, any security now or hereafter
held  by  Lessor.

     5.     All existing and future indebtedness of Lessee to the undersigned is
hereby  subordinated  to the obligations of Lessee to Lessor under the Lease and
such  indebtedness of Lessee to the undersigned, if Lessor so requests, shall be
collected,  enforced,  and received by the undersigned as trustee for Lessor and
shall  be  paid over to Lessor on account of the obligations of Lessee under the
Lease,  but  without  reducing  or  affecting in any manner the liability of the
undersigned  under  the  other  provisions  of  this  Guaranty.

     6.     If  Lessee  is  a  corporation,  partnership  or  limited  liability
company,  it is not necessary for Lessor to inquire into the powers of Lessee or
the officers, directors, partners, members or agents acting or purporting to act
on  Lessee's  behalf,  and  any obligations made or created in reliance upon the
professed  exercise  of  such  powers  shall  be  guaranteed  hereunder.

     7.     This Guaranty sets forth the entire agreement of the undersigned and
Lessor  with  respect to the subject matter hereof and supersedes all prior oral
and  written  agreements  and  representations  by Lessor to the undersigned. No
modification  or waiver of any provision of this Guaranty or any right of Lessor
hereunder  and  no  release  of Guarantor from any obligation hereunder shall be
effective  unless  in  a  writing  executed  by an authorized officer of Lessor.

     8.     Any  capitalized  terms  used  but not defined herein shall have the
same  meanings  as  set forth in the Lease. The use of the singular herein shall
include  the  plural.  This  Guaranty  shall be binding upon the heirs, personal
representatives,  successors, and assigns of the undersigned, and shall inure to
the  benefit  of  Lessor  and any person or entity which shall hereafter acquire
Lessor's  interest  in  the  Lease  or  this  Guaranty.

     9.     This  Guaranty  shall  be governed by and construed according to the
laws  of the State of Arizona. Guarantor consents to jurisdiction of the federal
or state courts of Arizona and consents to venue for any action relating to this
Guaranty  being in Maricopa County, Arizona. Guarantor waives the right to ajury
in  any  action,  proceeding or counterclaim brought by either Lessor, Lessee or
Guarantor  against  any  other  party on any matter whatsoever arising under the
Lease  or  this  Guaranty.

                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       35
<PAGE>
     10.     Guarantor  acknowledges  that Guarantor has received a copy of, has
read  and fully understands the terms of the Lease, including, but expressly not
limited  to, Paragraphs 16 and 37 of the Lease. Guarantor hereby agrees to fully
and  completely  comply  with  the  obligations  under  the Lease to execute and
deliver  estoppel certificates and financial statements to Lessor, or any actual
or potential lender or purchaser designated by Lessor, to the same extent as the
Lessee  under  the  Lease  is  obligated  to  do  so.

     11.     Provided  the  Stock  Pledge  Agreement (Exhibit E to the Lease) is
executed  and  delivered  to  Lessor,  and the Sixty Thousand (60,000) shares of
Digital  Bridge, Inc. being pledged (the "Pledged Stock") are issued in the name
of  and  delivered to Nordman, Cormany, Hair & Compton as Pledge Holder pursuant
to  the  Stock  Pledge  Agreement  by  June  15,  2000,  then the obligations of
Guarantors  hereunder,  established  by a court of competent jurisdiction, shall
not  exceed a sum equal to Nine (9) times the then-applicable monthly Base Rent,
plus  Nine  (9)  times  Lessee's  share  of the Operating Expenses then due on a
monthly  basis  under the Lease, plus Lessor's attorneys fees and costs incurred
with  any  action brought under the Lease and/or this Guaranty, plus any amounts
necessary  to cover Lessee's obligations under Paragraphs 6.2,6.3 and 6.4 of the
Lease.  Provided such Stock Pledge Agreement and the Pledged Stock are delivered
as and when specified above, Guarantor's obligations hereunder shall be payable,
subject  to the above limitation, only after the Pledged Stock has been sold, or
reasonable  efforts  to  sell  the same have been made, with such sale proceeds,
less  costs  of  sale,  reducing  Guarantor's maximum liability hereunder. It is
acknowledged that the Stock Pledge Agreement permits the release from the Pledge
of  any  shares  of  the Pledged Stock so long as the shares remaining in Pledge
have  a  fair  market  value  in  excess  of One Hundred Eighty Thousand Dollars
($180,000)  based  on  the  average  of the trade prices paid as of the close of
business on the last ten (10) trading days prior to the release date on a public
exchange.


     IN  WITNESS  WHEREOF,  this Guaranty has been executed and delivered by the
undersigned  on  this  day  of  June     ,  2000.

                                      /s/ John C. Flanders,  Jr.
                                      ------------------------------
                                      John C. Flanders,  Jr.



                                      /s/ Deanna M. Flanders,
                                      ------------------------------
                                      Deanna M. Flanders,


                                                                      Guarantors



                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       36
<PAGE>
                                   EXHIBIT  D







                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       37
<PAGE>
                                   EXHIBIT  E







                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________
                                                  Lessor's Initials:  __________


                                       38
<PAGE>