STANDARD OFFICE LEASE - GROSS
                  AMERI CAN INDUSTRIAL PEAL ESTATE ASSOCIATION

1.     Basic  Lease  Provisions  (Basic  Lease  Provisions)
     1.1     Parties:  This  Lease, dated, for reference purposes only, November
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17  1999.  is  made  by  and  between  Dr.  Marco  Chavez  and George Chavez, as
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individuals  (  herein  called  "Lessor")  and  M&A  West,  Inc.,  a  Colorado
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corporation,  doing  business under the name of Digital Bridge, Inc.     (herein
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called  "Lessee")  office.

     1.2     Premises:  Suite  Numbers(s)  100,     1st  floors,  consisting  of
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approximately 3,200 RSF of office, space more or less, as defined in paragraph 2
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and  as  shown  on  Exhibit  "A"  hereto  (the  "Premises").

     1.3     Building:  Commonly  described  as  being located at 1860 El Camino
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Real  in  the  City  of  Burlingame
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County  of  San  Mateo,
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 State of California, as more particularly described in Exhibit A hereto, and as
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defined  in  paragraph  2.

     1.4     Use:  General  office  use  subject  to  paragraph  6.

     1.5     Term:  Three  (3)  years  commencing January 1, 2000 ("Commencement
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Date")  and  ending  December  31,  2002  as  defined  in  paragraph  3.
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     1.6     Base  Rent:  $7,360.00  per  month,  payable on the 1st day of each
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month,  per  paragraph  4.1
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     1.7     Base  Rent  increase: On see attached     addendum the monthly Base
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Rent  payable  under  paragraph  1.6  above  shall  be  adjusted  as provided in
paragraph  4.3  below.

     1.8     Rent  Paid  Upon  Execution:  $15,360.00
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for  first  month's  rent  plus  security  deposit
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     1.9     Security  Deposit:  $8,000.00
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     1.10     Lessee's  Share of Operating Expense increase:    6% as defined in
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paragraph  4,2.

2.  Premises,  Parking  and  Common  Areas.
     2.1     Premises:  The  Premises  are  a  portion  of  a  building,  herein
sometimes referred to as the "Building" identified In paragraph 1.3 of the Basic
Lease  Provisions.  "Building" shall include adjacent parking structures used in
connection  therewith.  The  Premises,  the Building, the Common Areas, the land
upon which the same are located, along with all other buildings and improvements
thereon  or  thereunder,  are  herein  collectively  referred  to as the "Office
Building Project."  Lessor hereby leases to Lessee and Lessee leases from Lessor
for  the  term,  at the rental, and upon all of the conditions set forth herein,
the  real  property referred to in the Basic Lease Provisions, paragraph 1.2, as
the  "Premises",  including rights to the Common Areas as hereinafter specified,
     2.2     Vehicle Parking:  So long as Lessee is n in default, and subject to
the  rules  and  regulations  attached hereto, and as established by Lessor from
time  to  time,  Lessee  shall  be  entitled to rent and use free of charge, its
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proportionate  share  of the parking spaces in the Office Building Project on an
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unreserved  basis.
          2.2.1     If  Lessee  commits, permits or allows any of the prohibited
activities described in the Lease or the rules then in effect, 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.
          2.2.2     The  monthly  parking  rate  per parking space will be $N/A
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per  month  at  the  commencement  of  the term of this Lease, and is subject to
change  upon  five (5) days prior written notice to Lessee. Monthly parking fees
shall  be  payable  one month in advance prior to the first day of each calendar
month.
     2.3     Common  Areas  -  Definition. The term "Common Areas" is defined as
all  areas  and facilities outside the Premises and within the exterior boundary
line  of  the  Office  Building  Project that are provided and designated by the
Lessor from time to time for the general non-exclusive use of Lessor, Lessee and
of  other lessees of the Office Building Project and their respective employees,
suppliers, shippers, customers and invitees, including but not limited to common
entrances,  lobbies,  corridors,  stairways  and  stairwells,  public restrooms,
elevators,  escalators,  parking areas to the extent not otherwise prohibited by
this  Lease,  loading  and  unloading  areas,  trash areas, roadways, sidewalks,
walkways,  parkways,  ramps,  driveways,  landscaped areas and decorative walls.
     2.4     Common Areas - Rules and Regulations. Lessee agrees to abide by and
conform  to  the rules and regulations attached hereto as Exhibit B with respect
to  the  Office  Building  Project and Common Areas, and to cause its employees,
suppliers,  shippers, customers, and invitees to so abide and conform. 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 lime to lime, to
modify,  amend  and  enforce  said  rules  and  regulations. Lessor shall not be
responsible  to Lessee for the non-compliance with said rules and regulations by
other  lessees,  their  agents,  employees  and  invitees of the Office Building
Project.
     2.5     Common  Areas  -  Changes. Lessor shall have the right, in Lessor's
sole  discretion,  from  time  to  time:
     (a)     To  make  changes  to the Building Interior and exterior and Common
Areas,  including,  without  limitation,  changes  in  the location, size shape,
number,  and  appearance  thereof,  including  but  not  limited to the lobbies,
windows,  stairways,  air  shafts,  elevators, escalators, restrooms, driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress,  direction  of traffic, decorative walls, landscaped areas and walkways;
provided,  however,  Lessor  shall  at  all times provide the parking facilities
required  by  applicable  law;
     (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 land and improvements outside the boundaries of
the Office Building Project to be a part of the Common Areas, provided that such
other land and improvements have a reasonable and functional relationship to the
Office  Building  Project;
     (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 Office Building Project, or any
portion  thereof;
     (f)     To  do  and perform such other acts and make such other changes in,
to  or  with  respect  to the Common Areas and Office Building Project as Lessor
may,  in  the  exercise  of  sound  business  judgment  deem  to be appropriate.

3.     Term.
     3.1     Term.  The  term  and  Commencement  Date of this Lease shall be as
specified  in  paragraph  1.5  of  the  Basic  Lease  Provisions.
     3.2     Delay in Possession. Notwithstanding said Commencement Date, if for
any  reason  Lessor  cannot deliver possession of the Premises to Lessee on said
date  and  subject  to  paragraph  3.2.2,  Lessor  shall  not  be subject to any
liability  therefor, nor shall such failure affect the validity of this Lease or
the obligations of Lessee hereunder or extend the term hereof; but in such case,
Lessee  shall  not  be  obligated to pay rent or perform any other obligation of
Lessee  under  the  terms  of this Lease, except as may be otherwise provided in
this  Lease,  until  possession  of  the  Premises  is  tendered  to  Lessee, as


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hereinafter  defined; provided, however, that if Lessor shall not have delivered
possession  of  the  Premises within sixty (60) days following said Commencement
Date,  as  the same may be extended under the terms of a Work Letter executed by
Lessor  and  Lessee,  Lessee  may,  at  Lessee's option, by notice in writing to
Lessor  within  ten  (10) days thereafter, cancel this Lease, in which event the
parties  shall  be discharged from all obligations hereunder; provided, however,
that,  as  to Lessee's obligations, Lessee first reimburses Lessor for all costs
incurred  for  Non-Standard  Improvements and, as to Lessors obligations, Lessor
shall  return  any  money  previously  deposited by Lessee (less any offsets due
Lessor  for  Non-Standard  Improvements);  and  provided  further,  that if such
written  notice  by  Lessee  Is  not received by Lessor within said ten (10) day
period,  Lessee's right to cancel this Lease hereunder shall terminate and be of
no  further  force  or  effect.

          3.2.1     Possession  Tendered  - Defined.  Possession of the Premises
shall  be  deemed  tendered  to  Lessee  ("Tender  of  Possession)  when (1) the
improvements  to  be  provided  by  Lessor  under  this  Lease are substantially
completed,  (2)  the  Building  utilities are ready for use in the Premises, (3)
Leases  has  reasonable access to the Premises, and (4) ten (10) days shall have
expired  following  advance  written  notice  to Lessee of the occurrence of the
matters  described  in  (1),  (2)  and  (3),  above  of  this  paragraph  3.2,1.

          3.2.2     Delays  Caused  by  Lessee.  There  shall be no abatement of
rent, and the sixty (60) day period following the Commencement Date before which
Lessees  right to cancel this Lease accrues under paragraph 3.2, shall be deemed
extended  to  the  extent  of  any delays caused by acts or omissions of Lessee,
Lessee's  agents,  employees  and  contractors.

     3.3     Early  Possession.  If  Lessee  occupies the Premises prior to said
Commencement  Date,  such  occupancy  shall be subject to all provisions of this
Lease,  such  occupancy  shall not change the termination date, and Lessee shall
pay  rent  for  such  occupancy.

     3.4     Uncertain Commencement. In the event commencement of the Lease term
is  defined  as  the  completion  of  the  improvements, Lessee and Lessor shall
execute an amendment to this Lease establishing the date of Tender of Possession
(as  defined  in  paragraph 3.2.1) or the actual taking of possession by Lessee,
whichever  first  occurs,  as  the  Commencement  Date.

4.     Rent.
     4.1     Base  Rent.  Subject  to  adjustment  as  hereinafter  provided  in
paragraph  4.3, and except as may be otherwise expressly provided in this Lease,
Lessee shall pay to Lessor the Base Rent for the Premises set forth in paragraph
1.6  of the Basic Lease Provisions, without offset or deduction Lessee shall pay
Lessor upon execution hereof the advance Base Rent described in paragraph 1.8 of
the  Basic Lease Provisions. Rent for any period during the term hereof which is
for  less  than one month shall be prorated based upon the actual number of days
of  the  calendar  month  involved. Rent shall be payable in lawful money of the
United States to Lessor at the address stated herein or to such other persons or
at  such  other  places  as  Lessor  may  designate  in  writing.

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5.     Security Deposit.  Lessee shall deposit with Lessor upon execution hereof
the security deposit set forth in paragraph 1.9 of the Basic Lease Provisions as
security for Lessee's faithful performance of Lessee's obligations hereunder, If
Lessee  fails  to pay rent or other charges due hereunder, or otherwise defaults
with respect to any provision of this Lease, Lessor may use, apply or retain all
or  any  portion  of said deposit for the payment of any rent or other charge in
default for the payment of any other sum to which Lessor may become obligated by
reason of Lessee's default, or to compensate Lessor for any loss or damage which
Lessor  may  suffer  thereby. If Lessor so uses or applies all or any portion of
said  deposit,  Lessee  shall within ten (10) days after written demand therefor
deposit  cash with Lessor in an amount sufficient to restore said deposit to the
full  amount  then required of Lessee. If the monthly Base Rent shall, from time
to  time,  increase  during the term of this Lease, Lessee shall, at the time of
such  increase,  deposit  with  Lessor additional money as a security deposit so
that  the total amount of the security deposit held by Lessor 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 1.6 of the Basic
Lease  Provisions.  Lessor  shall  not be required to keep said security deposit
separate  from  its  general  accounts,  it  Lessee  performs  all  of  Lessee's
obligations  hereunder,  said  deposit, or so much thereof as has not heretofore
been  applied by Lessor, shall be returned, without payment of interest or other
increment  for its use, to Lessee (or, at Lessor's option, to the last assignee,
if  any,  of  Lessee's interest hereunder) at the expiration of the term hereof,
and  after  Lessee  has  vacated  the Premises. No trust relationship is created
herein  between  Lessor  and  Lessee  with  respect  to  said  Security Deposit.

6.     Use.
     6.1     Use.  The  Premises shall be used and occupied only for the purpose
set  forth in paragraph 1.4 of the Basic Lease Provisions or any other use which
is  reasonably  comparable  to  that  use  and  for  no  other  purpose.
     6.2     Compliance  with  Law,
          (a)     Lessor  warrants  to  Lessee  that  the Premises, in the state
existing  on  the  dale  that  the  Lease  term commences, but without regard to
alterations  or  improvements  made  by  Lessee or the use for which Lessee wilt
occupy  the  Premises, does not violate any covenants or restrictions of record,
or any applicable building code, regulation or ordinance in effect on such Lease
term Commencement Date. In the event ills determined that this warranty has been
violated,  then  it  shall be the obligation of the Lessor, after written notice
from  Lessee,  to  promptly, at Lessor's sole cost and expense, rectify any such
violation.
          (b)     Except  as  provided  in  paragraph  6.2(a)  Lessee  shall, at
Lessee's  expense,  promptly  comply  with  all applicable statutes, ordinances,
rules,  regulations,  orders,  covenants  and  restrictions  of  record,  and
requirements of any fire insurance underwriters or rating bureaus, now in effect
or which may hereafter come into effect, whether or not they reflect a change in
policy  from  that now existing, during the term or any part of the term hereof,
relating  in  any manner to the Premises and the occupation and use by Lessee of
the Premises. Lessee shall conduct its business in a lawful manner and shall not
use  or  permit  the  use of the Premises or the Common Areas in any manner that
will tend to create waste or a nuisance or shall tend to disturb other occupants
of  the  Office  Building  Project.
     6.3     Condition  of  Premises,
          (a)     Lessor  shall  deliver  the  Premises  to  Lessee  In  a clean
condition  on  the  Lease  Commencement  Date  (unless  Lessee  is  already  In
possession)  and  Lessor  warrants  to  Lessee  that the plumbing, lighting, air
conditioning,  and  heating  system  in  the Premises shall be in good operating
condition.  In  the  event  that  ills  determined  that  this warranty has been
violated,  then  it  shall be the obligation of Lessor, after receipt of written
notice  from  Lessee setting fortn with specificity the nature of the violation,
to  promptly,  at  Lessor's  sole  cost,  rectify  such  violation.
          (b)  Except as otherwise provided in this Lease, Lessee hereby accepts
the  Premises  and the Office Building Project in their condition existing as of
the  Lease  Commencement  Date  or  the date that Lessee takes possession of the
Premises,  whichever  is  earlier,  subject to all applicable zoning, municipal,
county  and  state laws, ordinances and regulations governing and regulating the
use of the Premises, and any easements, covenants or restrictions of record, and
accepts  this  Lease subject thereto and to all matters disclosed thereby and by
any  exhibits  attached hereto. Lessee acknowledges that it has satisfied itself
by  its  own  independent  investigation  that the Premises are suitable for its
intended  use, and that neither Lessor nor Lessor's agent or agents has made any
representation  or  warranty  as  to  the  present  or future suitability of the
Premises,  Common  Areas, or Office Building Project for the conduct of Lessee's
business.

7.     Maintenance,  Repairs,  Alterations  and  Common  Area  Services.
     7.1     Lessor's  Obligations,  Lessor  shall  keep  the  Office  Building
Project,  including  the Premises, interior and exterior walls, roof, and common
areas,  and the equipment whether used exclusively for the Premises or in common
with  other  premises,  in  good condition and repair; provided, however, Lessor
shall  not be obligated to paint, repair or replace wall coverings, or to repair
or  replace  any  improvements that are not ordinarily a part of the Building or
are  above  then  Building standards. Except as provided in paragraph 9.5, there
shall be no abatement of rent or liability of Lessee on account of any injury or
interference  with  Lessee's  business  with  respect  to  any  improvements,
alterations or repairs made by Lessor to the Office Building Project or any part
thereof. Lessee expressly waives the benefits 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
Premises  in  good  order,  condition  and  repair.
     7.2     Lessee's  Obligations.
          (a)     Notwithstanding  Lessor's  obligation  to keep the Premises in
good  condition  and repair, Lessee shall be responsible for payment of the cost
thereof  to  Lessor  as  additional  rent  for  that  portion of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located) that
serves  only  Lessee or the Premises, to the extent such cost is attributable to
causes  beyond normal wear and tear. Lessee shall be responsible for the cost of
painting,  repairing  or  replacing wall coverings, and to repair or replace any
Premises improvements that are not ordinarily a part of the Building or that are
above  then  Building  standards.  Lessor  may,  at  its option, upon reasonable
notice,  elect to have Lessee perform any particular such maintenance or repairs
the  cost  of  which  is  otherwise  Lessee's  responsibility  hereunder.
          (b)     On  the  last  day  of  the  term  hereof,  or  on  any sooner
termination, Lessee shall surrender the Premises to Lessor in the same condition
as  received,  ordinary  wear  and  tear excepted, clean and free of debris. Any
damage  or  deterioration  of the Premises shall not be deemed ordinary wear and
tear  if  the  same  could  have been prevented by good maintenance practices by
Lessee.  Lessee  shall  repair  any  damage  to  the  Premises occasioned by the
installation  or remove of Lessee's trade fixtures, alterations, furnishings and
equipment.  Except as otherwise stated in this Lease, Lessee shall leave the air
lines,  power  panels,  electrical  distribution systems, lighting fixtures, air
conditioning, window coverings, wall coverings, carpets, wall paneling, ceiling,
and  plumbing  on  the  Premises  and  in  good  operating  condition.
     7.3     Alterations  and  Additions.
          (a)     Lessee  shall not, without Lessor's prior written consent make
any  alterations,  improvements, additions, Utility Installations or repairs in,
on  or  about  the  Premises,  or  the  Office Building Project. As used in this
paragraph  7.3  the term "Utility Installation" shall mean carpeting, window and
wall  coverings,  power  panels.  electrical  distribution  systems,  lighting
fixtures, air conditioning, plumbing, and telephone and telecommunication wiring
and  equipment. At the expiration of the term, Lessor may require the removal of
any  or  alt  of  said  alterations,  improvements,  additions  or  Utility
Installations,  and  the  restoration  of  the  Premises and the Office Building
Project  to  their  prior  condition,  at Lessee's expense. Should Lessor permit
Lessee  to  make  Is  own  alterations,  improvements,  additions  or  Utility
Installations,  Lessee  shall  use  only  such  contractor as has been expressly
approved by Lessor, and Lessor may require Lessee to provide Lessor, at Lessee's
sole  cost and expense, a lien and completion bond in an amount equal to one and
one-half limes the estimated cost of such improvements, to insure Lessor against
any liability for mechanic's and materialmen's liens and to insure completion of
the  work.  Should  Lessee
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make  any  alterations, improvements, additions or Utility Installations without
the  prior  approval  of  Lessor,  or use a contractor not expressly approved by
Lessor,  Lessor  may,  at  any  time during the term of this Lease, require that
Lessee  remove  any  part  or  all  of  the  same.
     (b)     Any  alterations,  improvements, additions or Utility installations
in or about the Premises or the Office Building Project that Lessee shall desire
to  make  shall  be  presented to Lessor in written form, with proposed detailed
plans.  If  Lessor  shall  give  its consent to Lessee's making such alteration,
improvement,  addition  or  Utility  Installation,  the  consent shall be deemed
conditioned  upon  Lessee  acquiring  a  permit  to  do  so  from the applicable
governmental  agencies,  furnishing  a  copy  thereof  to  Lessor  prior  to the
commencement  of  the work, and compliance by Lessee with all conditions of said
permit  in  a  prompt  and  expeditious  manner.
     (c)     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 in
the  Premises,  which  claims  are  or  may  be  secured  by  any  mechanic's or
materialmen's  lien  against  the  Premises, the Building or the Office Building
Project,  or  any  interest  therein
     (d)     Lessee  shall give Lessor not less than ten (10) days' notice prior
to the commencement of any work in the Premises by Lessee, and Lessor snail have
the  right  to  post  notices of non-responsibility in or on the Premises or the
Building  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 itself and Lessor 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, the Building or the Office Building
Project,  upon  the condition that if Lessor shall require, Lessee shall furnish
to  Lessor  a  surety  bond  satisfactory  to  Lessor in an amount equal to such
contested  lien  claim  or  demand indemnifying Lessor against liability for the
same and holding the Premises, the Building and the Office Building Project free
Iron the effect of such lien or claim. In addition, Lessor may require Lessee to
pay Lessor's reasonable attorneys fees and costs in participating in such action
if  Lessor  shall  decide  ills  to  Lessor's  best  interest  so  to  do.
     (e)     All  alterations, improvements, additions and Utility Installations
(whether or not such Utility Installations constitute trade fixtures of Lessee),
which may be made to the Premises by Lessee, including but not limited to, floor
coverings, panelings, doors, drapes, built-ins, moldings, sound attenuation, and
lighting  and  telephone  or communication systems, conduit, wiring and outlets,
shall  be  made  and  done  in  a  good  and  workmanlike manner and of good and
sufficient  quality and materials and shall be the property of Lessor and remain
upon  and  be surrendered with the Premises at the expiration of the Lease term,
unless  Lessor  requires  their  removal  pursuant to paragraph 7.3(a). Provided
Lessee  is  not  in  default,  notwithstanding  the provisions of this paragraph
7.3(e).  Lessee's  personal  property  and  equipment,  other than that which is
affixed  to the Premises so that it cannot be removed without material damage to
the Premises or the Building, and other than Utility Installations, shall remain
the property of Lessee and may be removed by Lessee subject to the provisions of
paragraph  7.2.
     (f)     Lessee  shall provide Lessor with as-built plans and specifications
for  any  alterations,  improvements,  additions  or  Utility  Installations.
     7.4     Utility  Additions.  Lessor  reserves  the  right to install new or
additional  utility  facilities  throughout  the Office Building Project for the
benefit of Lessor or Lessee, or any other lessee of the Office Building Project,
including,  but not by way of limitation, such utilities as plumbing, electrical
systems.  communication  systems,  and fire protection and detection systems, so
iong  as  such  installations do not unreasonably interfere with Lessee's use of
the  Premises.

8.     Insurance;  Indemnity.
     8.1     Liability  Insurance  -  Lessee. Lessee shall, at Lessee's expense,
obtain and keep in force during the term of this Lease a policy of Comprehensive
General Liability insurance utilizing an Insurance Services Office standard form
with  Broad  Form  General  Liability Endorsement (GLO4O4), or equivalent, in an
amount  of not less than $1,000,000 per occurrence of bodily injury and property
damage  combined  or  in a greater amount as reasonably determined by Lessor and
shall  insure  Lessee  with  Lessor  as  an additional insured against liability
arising  out  of  the  use, occupancy or maintenance of the Premises. Compliance
with  the  above  requirement  shall not, however, limit the liability of Lessee
hereunder.
     8.2     Liability insurance - Lessor. Lessor shall obtain and keep in force
during  the  term  of this Lease a policy of Combined Single Limit Bodily Injury
and Broad Form Property Damage Insurance, plus coverage against such other risks
Lessor  deems  advisable  from  time  to  time, insuring Lessor, but not Lessee,
against liability arising out of the ownership, use, occupancy or maintenance of
the  Office  Building  Project  in  an  amount  not  less than $5,000,000.00 per
occurrence.
     8.3     Property  Insurance  -  Lessee.  Lessee shall, at Lessee's expense,
obtain  and  keep  in  force  during  the  term of this Lease for the benefit of
Lessee,  replacement  cost  fire and extended coverage insurance, with vandalism
and  malicious  mischief,  sprinkler  leakage  and  earthquake sprinkler leakage
endorsements,  in  an  amount sufficient to cover not less than 100% of the full
replacement  cost,  as  the same may exist from time to time, of all of Lessee's
personal  property,  fixtures,  equipment  and  tenant  improvements.
     8.4     Property  Insurance - Lessor. Lessor shall obtain and keep in force
during the term of this Lease a policy or policies of insurance covering loss or
damage  to  the  Office Building Project improvements, but not Lessee's personal
property,  fixtures, equipment or tenant improvements, in the amount of the full
replacement  cost  thereof,  as  the same may exist from time to time, utilizing
insurance  Services  Office  standard  form, or equivalent, providing protection
against  all  perils  included  within  the  classification  of  fire,  extended
coverage,  vandalism,  malicious mischief, plate glass, and such other perils as
Lessor  deems  advisable  or  may  be  required by a lender having a lien on the
Office  Building  Project.  In  addition, Lessor shall obtain and keep in force,
during  the  term  of  this Lease, a policy of rental value insurance covering a
period  of  one  year,  with  loss payable to Lessor, which insurance shall also
cover  all  Operating  Expenses for said period. Lessee will not be named in any
such  policies  carried  by  Lessor  and  shall  have  no  right to any proceeds
therefrom.  The  policies required by these paragraphs 8.2 and 8.4 shall contain
such  deductibles  as Lessor or the aforesaid lender may determine. In the event
that  the  Premises  shall suffer an insured loss as defined in paragraph 9.1(f)
hereof,  the deductible amounts under the applicable insurance policies shall be
deemed  an  Operating Expense. Lessee shall not do or permit to be done anything
which  shall  invalidate  the insurance policies carried by Lessor, Lessee shall
pay  the  entirety  of  any  increase  in the property insurance premium for the
Office  Building  Project over what it was immediately prior to the commencement
of  the  term  of  this Lease if the increase is specified by Lessor's insurance
carrier  as  being  caused  by  the  nature  of Lessee's occupancy or any act or
omission  of  Lessee
     8.5  insurance Policies. Lessee shall deliver to Lessor copies of liability
insurance  policies  required under paragraph 8.1 or certificates evidencing the
existence  and  amounts  of  such  insurance  within  seven  (7)  days after the
Commencement  Dale  of this Lease, No such policy shall be cancelable or subject
to  reduction  of  coverage  or other 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  renewals  thereof,
     8.6     Waiver  of  Subrogation.  Lessee and Lessor each hereby release and
relieve  the  other, and waive their entire right of recovery against the other,
for  direct  or  consequential  loss or damage arising out of or incident to the
perils  covered  by property insurance carried by such party, whether due to the
negligence  of  Lessor  or Lessee or their agents, employees, contractors and/or
invitees. If necessary all property insurance policies required under this Lease
shall  be  endorsed  to  so  provide.
     8.7     Indemnity.  Lessee shall indemnify and hold harmless Lessor and its
agents, Lessor's master or ground lessor, partners and lenders, from and against
any  and all claims for damage to the person or property of anyone or any entity
arising from Lessee's use of the Office Building Protect, or from the conduct of
Lessee's  business  or  from  any  activity,  work  or things done, permitted or
suffered  by  Lessee  in  or  about  the Premises or elsewhere and shall further
indemnify  and  hold  harmless Lessor from and against any and all claims, costs
and  expenses  arising  from  any  breach  or  default in the performance of any
obligation  on  Le8see's  part to be performed under the terms of this Lease, or
arising  from  any  act  or  omission  of  Lessee,  or  any  of Lessee's agents,
contractors,  employees  or invitees, and from and against all costs, attorney's
fees, expenses and liabilities incurred by Lessor as the result of any such use,
conduct,  activity, wo{k, things done, permitted or suffered, breach, default or
negligence,  and  in  dealing reasonably therewith, including but not limited to
the  defense  or  pursuit  of  any  claim  or  any action or proceeding involved
therein;  and  in  case  any  action  or proceeding be brought against Lessor by
reason of any such matter, 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. Lessee, as a material part of the
consideration to Lessor, hereby assumes all risk of damage to property of Lessee
or injury to persons, in, upon or about the Office Building Project arising from
any cause and Lessee hereby waives all claims in respect thereof against Lessor.
     8.8     Exemption  of  Lessor  from  Liability.  Lessee  hereby agrees that
Lessor shall not be liable for injury to Lessee's business or any loss of income
therefrom  or  for  toss  of or damage to the goods, wares, merchandise or other
property of Lessee, Lessee's employees, invitees, customers, or any other person
in  or  about  the  Premises or the Office Building Project, nor shall Lessor be
liable  for  injury  to  the  person  of  Lessee,  Lessee's employees, agents or
contractors,  whether  such damage or injury is caused by or results from theft,
fire,  steam,  electricity,  gas,  water or rain, or from the breakage, leakage,
obstruction  or other defects of pipes, sprinklers, wires, appliances, plumbing,
air  conditioning  or  lighting  fixtures, or from any other cause, whether said
damage or injury results from conditions arising upon the Premises or upon other
portions  of  the  Office  Building Project, or from other sources or places. or
from  new  construction  or the repair, alteration or improvement of any part of
the  Office  Building  Project,  or  of the equipment, fixtures or appurtenances

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applicable thereto, and regardless of whether the cause of such damage or injury
or  the  means of repairing the same is inaccessible, Lessor shall not be liable
for any damages arising from any act or neglect of any other lessee, occupant or
user  of  the Office Building Project, nor from the failure of Lessor to enforce
the  provisions  of  any  other lease of any other lessee of the Office Building
Project.
     8.9     No  Representation  of  Adequate  Coverage.  Lessor  makes  no
representation  that  the  limits or forms of coverage of insurance specified in
this  paragraph  8  are adequate to cover Lessee's property or obligations under
this  Lease.

9.   Damage  or  Destruction,
     9.1   Definitions.
          (a)     "Premises  Damage"  shall  mean if the Premises are damaged or
destroyed  to  any  extent.
          (b)     "Premises  Building Partial Damage" shalt mean if the Building
of  which the Premises are a part is damaged or destroyed to the extent that the
cost  to repair is less than fifty percent (50%) of the then Replacement Cost of
the  Building.
          (c)     "Premises  Building  Total  Destruction"  shall  mean  if  the
Building  of which the Premises are a part is damaged or destroyed to the extent
that  the  cost to repair is fifty percent (50%) or more of the then Replacement
Cost  of  the  Building.
          (d)     "Office  Building  Project  Buildings"  shall  mean all of the
buildings  on  the  Office  Building  Project  site.
          (e)     "Office  Building  Project  Buildings Total Destruction" shall
mean  if  the  Office Building Project Buildings are damaged or destroyed to the
extent  that  the  cost  to  repair  is  fifty percent (50%) or more of the then
Replacement  Cost  of  the  Office  Building  Project  Buildings.
          (f)     "insured  Loss"  shall  mean  damage  or destruction which was
caused  by  an  event  required  to  be  covered  by  the insurance described in
paragraph  8.  The  fact  that an Insured Loss has a deductible amount shall not
make  the  loss  an  uninsured  loss,
          (g)     "Replacement Cost" shall mean the amount of money necessary to
be  spent  in  order to repair or rebuild the damaged area to the condition that
existed  immediately  prior  to the damage occurring, excluding all improvements
made  by  lessees,  other  than  those  installed by Lessor at Lessee's expense.

     9.2   Premises  Damage;  Premises  Building  Partial  Damage.
          (a)     Insured  Loss: Subject to the provisions of paragraphs 9.4 and
9.5,  if  at  any time during the term of this Lease there is damage which is an
Insured  Loss  and which falls into the classification of either Premises Damage
or  Premises  Building  Partial Damage, then Lessor shall, as soon as reasonably
possible  and  to  the  extent  the  required  materials  and  labor are readily
available  through  usual  commercial channels, at Lessor's expense, repair such
damage  (but  not Lessee's fixtures, equipment or tenant improvements originally
paid  for  by  Lessee)  to its condition existing at the time of the damage. and
this  Lease  shall  continue  in  full  force  and  effect.
          (b)     Uninsured  Loss:  Subject  to the provisions of paragraphs 9.4
and  9.5,  if at any time during the term of this Lease there is damage which is
not an Insured Loss and which falls within the classification of Premises Damage
or Premises Building Partial Damage, unless caused by a negligent or willful act
of  Lessee  (in  which event Lessee shall make the repairs at Lessee's expense),
which  damage  prevents  Lessee from making any substantial use of the Premises,
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  the date of the occurrence of such damage of Lessor's
intention to cancel and terminate this Lease as of the date of the occurrence of
such  damage,  in  which  event this Lease shall terminate as of the date of the
occurrence  of  such  damage.
     9.3     Premises  Building Total Destruction; Office Building Project Total
Destruction. Subject to the provisions of paragraphs 9.4 and 9.5, if at any time
during  the  term  of this Lease there is damage, whether or not ills an insured
Loss, which falls into the classifications of either (i) Premise~ Building Total
Destruction,  or (ii) Office Building Project Total Destruction, then Lessor may
at  Lessor's  option  either  Ii)  repair  such damage or destruction as soon as
reasonably  possible  at  Lessor's expense (to the extent the required materials
are  readily  available  through  usual  commercial  channels)  to its condition
existing  at  the  time  of  the damage, but not Lessee's fixtures, equipment or
tenant  improvements, and this Lease shall continue in full force and effect, or
liii  give  written  notice  to Lessee within thirty (30) days after the date of
occurrence  of  such  damage  of Lessor's intention to cancel and terminate this
Lease, in which case this Lease shall terminate as of the date of the occurrence
of  such  damage.
     9.4   Damage  Near  End  of  Term.
          (a)     Subject  to  paragraph  9.4(b), if at any time during the last
twelve  (12) months of the term of this Lease there is substantial damage to the
Premises,  Lessor  may  at Lessor's option cancel and terminate this Lease as of
the  date  of  occurrence  of  such damage by giving written notice to Lessee of
Lessor's  election  to do so within 30 days after the data of occurrence of such
damage.
          (b)     Notwithstanding paragraph 9.4(a), in the event that Lessee has
an  option  to extend or renew this Lease, and the time within which said option
may be exercised has not yet expired, Lessee shall exercise such option, if ills
to  be  exercised at all, no later than twenty (20) days after the occurrence of
an  Insured Loss fatling within the classification of Premises Damage during the
last twelve (12) months of the term of this Lease. If Lessee duly exercises such
option  during  said  twenty (20) day period, Lessor shall, at Lessor's expense,
repair such damage, but not Lessee's fixtures, equipment or tenant improvements,
as  soon  as reasonably possible and this Lease shall continue in full force and
effect.  If  Lessee  fails  to  exercise such option during said twenty 120) day
period, then Lessor may at Lessor's option terminate and cancel this Lease as of
the expiration of said twenty (20) day period by giving written notice to Lessee
of  Lessor's election to do so within ten (10) days after the expiration of said
twenty  (20)  day  period, notwithstanding any term or provision in the grant of
option  to  the  contrary.
     9.5   Abatement  of  Rent;  Lessee's  Remedies.
          (a)     In  the  event  Lessor  repairs  or  restores  the Building or
Premises  pursuant  to  the  provisions of this paragraph 9, and any part of the
Premises  are  not  usable  (including  loss  of  use  due  to loss of access or
essential  services),  the  rent  payable hereunder (including Lessee's Share of
Operating  Expense  Increase) for the period during which such damage, repair or
restoration  continues  shall  be  abated,  provided  (1) the damage was not the
result  of the negligence of Lessee, and (2) such abatement shall only be to the
extent the operation and profitability of Lessee's business as operated from the
Premises  is  adversely  affected.  Except  for  said abatement of rent, if any.
Lessee  shall  have no claim against Lessor for any damage suffered by reason of
any  such  damage,  destruction,  repair  or  restoration.
          (b)  If Lessor shall be obligated to repair or restore the Premises or
the  Building  under  the  provisions of this Paragraph 9 and shall not commence
such  repair or restoration within ninety (90) days after such occurrence, or if
Lessor shall not complete the restoration and repair within six (6) months after
such  occurrence,  Lessee may at Lessee's option cancel and terminate this Lease
by  giving Lessor written notice of Lessee's election to do so at any time prior
to  the commencement or completion, respectively, of such repair or restoration.
In  such  event  this  Lease  shall  terminate  as  of  the date of such notice,
          (c) Lessee agrees to cooperate with Lessor in connection with any such
restoration  and  repair,  including  but  not  limited  to  the approval and/or
execution  of  plans  and  specifications  required.
     9.6   Termination  -  Advance  Payments.  Upon  termination of this Lease
pursuant  to  this paragraph 9, an equitable adjustment shall be made concerning
advance rent and any advance payments made by Lessee to Lessor. Lessor shall, in
addition,  return  to  Lessee  so  much  of Lessee's security deposit as has not
theretofore  been  applied  by  Lessor.
     9.7   Waiver. Lessor and Lessee waive the provisions of any statute which
relate to termination of leases when leased property is destroyed and agree that
such  event  shall  be  governed  by  the  terms  of  this  Lease.

10.     Real  Property  Taxes.
     10.1     Payment  of  Taxes.  Lessor  shall  pay  the real property tax, as
defined  in paragraph 10.3, applicable to the Office Building Project subject to
reimbursement  by  LeI~ee of Lessee's Share of such taxes in accordance with the
provisions  of  paragraph  4.2,  except as otherwise provided in paragraph 10.2.
     10.2     Additional  Improvements.  Lessee  shall  not  be  responsible for
paying any increase in real property tax specified in the tax assessor's records
and  work  sheets  as  being  caused  by additional improvements placed upon the
Office  Building  Project  by  other  lessees  or  by  Lessor  for the exclusive
enjoyment  of any other lessee, Lessee shall, however, pay to Lessor at the time
that  Operating  Expenses are payable under paragraph 4.2(c) the entirety of any
increase  in  real  property  tax  if  assessed  solely  by reason of additional
improvements  placed  upon  the  Premises  by  Lessee  or  at  Lessee's request.
     10.3     Definition  of "Real Property Tax'. As used herein, the term "real
property  tax" 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 lax (other than inheritance, personal income
or  estate  taxes) imposed on the Office Building Project or any portion thereof
by any authority having the direct or indirect power to tax, including any city,
county,  stale  or  federal  government,  or any school, agricultural, sanitary,
fire,  street,  drainage  or  other improvement district thereof, as against any
legal  or  equitable interest of Lessor in the Office Building Project or in any
portion  thereof,  as  against Lessor's right to rent or other income therefrom,
and  as
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against Lessor's business of leasing the Office Building Project. The term "real
property tax" shall also include any fax, fee, levy, assessment or charge (i) in
substitution  of, partially or totally, any tax, fee, levy, assessment or charge
hereinabove  included  within the definition of "real property tax", or (ii) the
nature  of  which  was  hereinbefore  included  within  the  definition of "real
property  tax",  or  (iii)  which  is imposed for a service or right not charged
prior to June 1,1978 or, if previously charged, has been increased since June 1,
1978,  or (iv) which is imposed as a result of a change in ownership, as defined
by  applicable  local statutes for property tax purposes. of the Office Building
Project  or  which  is added to a tax or charge hereinbefore included within the
definition  of  real  property tax by reason of such change of ownership, or (v)
which  is  imposed  by  reason of this transaction, any modifications or changes
hereto,  or  any  transfers  hereof.
     10.4     Joint  Assessment.  If the improvements or property, the taxes for
which  are  to be paid separately by Lessee under paragraph 10,2 or 10.5 are not
separately  assessed, Lessee's portion of that tax shall be equitably determined
by  Lessor from the respective valuations assigned in the assessor's work sheets
or such other information (which may include the cost of construction) as may be
reasonably available.  Lessor's reasonable determination thereof, in good faith,
shall  be  conclusive.
     10.5     Personal  Property  Taxes.
          (a)     Lessee  shall  pay  prior  to  delinquency  all taxes assessed
against  and  levied  upon  trade fixtures, furnishings, equipment and all other
personal  property  of  Lessee  contained  in  the  Premises  or  elsewhere,
          (b)     If  any  of  Lessee's said personal property shall be assessed
with  Lessor's  real property, Lessee shall pay to Lessor the taxes attributable
to  Lessee  within  ten  (10)  days after receipt of a written statement setting
forth  the  taxes  applicable  to  Lessee's  property.

11.  Utilities.
     11.1     Services  Provided  by  Lessor.  Lessor  shall  provide  heating,
ventilation,  air  conditioning,  and janitorial service as reasonably required.
reasonable amounts of electricity for normal lighting and office machines, water
for reasonable and normal drinking and lavatory use, and replacement light bulbs
and/or  fluorescent  tubes  and  ballasts  for  standard  overhead  fixtures.
     11.2     Services Exclusive to Lessee. Lessee shall pay for all water, gas,
heal,  light,  power,  telephone  and  other utilities and services specially or
exclusively  supplied  and/or  metered exclusively to the Premises or to Lessee,
together with any taxes thereon, If any such services are not separately metered
to the Premises, Lessee shall pay at Lessor's option, either Lessee's Share or a
reasonable  proportion to be determined by Lessor of all charges jointly metered
with  other  premises  in  the  Building.
     11.3     Hours  of  Service.  Said services and utilities shall be provided
during generally accepted business days and hours or such other days or hours as
may hereafter be set forth. Utilities and services required at other times shall
be  subject to advance request and reimbursement by Lessee to Lessor of the cost
thereof,
     11.4     Excess  Usage  by  Lessee. Lessee shall not make connection to the
utilities  except  by  or  through existing outlets and shall not install or use
machinery or equipment in or about the Premises that uses excess water, lighting
or  power,  or  suffer  or  permit  any  act  that  causes extra burden upon the
utilities  or  services,  including  but  not limited to security services, over
standard  office  usage  for  the  Office Building Project. Lessor shall require
Lessee  to  reimburse Lessor for any excess expenses or costs that may arise out
of  a breach of this subparagraph by Lessee. Lessor may, in its sole discretion,
install  at  Lessee's  expense  supplemental  equipment and/or separate metering
applicable  to  Lessee's  excess  usage  or  loading.
     11.5     Interruptions.  There  shall  be  no  abatement of rent and Lessor
shall  not  be  liable  in  any respect whatsoever for the inadequacy, stoppage,
interruption  or  discontinuance  of any utility or service due to riot, strike,
labor  dispute,  breakdown,  accident,  repair  or  other  cause beyond Lessor's
reasonable  control  or  in cooperation with governmental request or directions,

12.     Assignment  and  Subletting.
     12.1     Lessor's  Consent  Required.  Lessee  shall  not voluntarily or by
operation  of  law  assign, transfer, mortgage, sublet, or otherwise transfer or
encumber  all  or any part of Lessee's interest In the Lease or in the Premises,
without  Lessor's  prior  written  consent,  which Lessor shall not unreasonably
withhold.  Lessor  shall  respond to Lessee's request for consent hereunder in a
timely  manner  and any attempted assignment, transfer, mortgage. encumbrance or
subletting  without  such consent shall be void, and shall constitute a material
default  and  breach  of  this Lease without the need for notice to Lessee under
paragraph 13.1. "Transfer" within the meaning of this paragraph 12 shall include
the transfer or transfers aggregating: (a) if Lessee is a corporation, more than
twenty-five  percent  (25%)  of  the voting stock of such corporation, or (b) if
Lessee  is  a partnership, more than twenty-five percent (25%) of the profit and
loss  participation  in  such  partnership.
     12.2     Lessee Affiliate, Notwithstanding the provisions of paragraph 12.1
hereof,  Lessee  may  assign  or  sublet  the  Premises, or any portion thereof,
without Lessor's consent, to any corporation which controls, is controlled by or
is  under  common  control with Lessee, or to any corporation resulting from the
merger  or  consolidation with Lessee, or to any person or entity which acquires
all  the  assets  of  Lessee  as  a  going concern of the business that is being
conducted  on  the Premises, all of which are referred to as "Lessee Affiliate";
provided that before such assignment shall be effective, (a) said assignee shall
assume, in full, the obligations of Lessee under this Lease and (b) Lessor shall
be  given  written notice of such assignment and assumption. Any such assignment
shall  not,  in any way, affect or limit the liability of Lessee under the terms
of this Lease even if after such assignment or subletting the terms of his Lease
are  materially changed or altered without the consent of Lessee, the consent of
whom  shall  not  be  necessary.
     12.3     Terms  and  Conditions  Applicable  to  Assignment and Subletting.
          (a)     Regardless  of  Lessor's  consent, no assignment or subletting
shall  release  Lessee  of  Lessee's  obligation  hereunder or alter the primary
liability  of  Lessee  to  pay  the  rent  and  other  sums due Lessor hereunder
including Lessee's Share of Operating Expense Increase, and to perform all other
obligations  to  be  performed  by  Lessee  hereunder.
          (b)     Lessor  may  accept  rent  from  any  person other than Lessee
pending  approval  or  disapproval  of  such  assignment.
          (c)     Neither  a  delay  in  the  approval  or  disapproval  of such
assignment  or subletting, nor the acceptance of rent, shall constitute a waiver
or  estoppel of Lessor's right to exercise its remedies for the breach of any of
the  terms  or  conditions  of  this  paragraph  12  or  this  Lease.
          (d)     If  Lessee's  obligation under this Lease have been guaranteed
by  third parties, then an assignment or sublease, and Lessor's consent thereto,
shall not be effective unless said guarantors give their written consent to such
sublease  and  the  terms  thereof.
          (e)     The  consent  by  Lessor to any assignment or subletting shall
not constitute a consent to any subsequent assignment or subletting by Lessee or
to  any  subsequent  or  successive  assignment  or subletting by the sublessee.
However,  Lessor  may  consent  to subsequent sublettings and assignments of the
sublease  or any amendments or modifications thereto without notifying Lessee or
anyone  else liable on the Lease or sublease and without obtaining their consent
and  such  action shall not relieve such persons from liability under this Lease
or  said  sublease; however, such persons shall not be responsible to the extent
any  such amendment or modification enlarges or increases the obligations of the
Lessee  or  sublessee  under  this  Lease  or  such  sublease.
          (f)     In  the  event  of  any  default  under this Lease, Lessor may
proceed  directly  against Lessee, any guarantors or anyone else responsible for
the performance of this Lease, including the sublessee, without first exhausting
Lessor's  remedies  against  any  other person or entity responsible therefor to
Lessor,  or  any  security  held  by  Lessor  or  Lessee.
          (g)     Lessor's  written  consent  to any assignment or subletting of
the  Premises  by  Lessee shall not constitute an acknowledgment that no default
then  exists  under  this Lease of the obligations to be performed by Lessee nor
shall  such  consent  be deemed a waiver of any then existing default, except as
may  be  otherwise  stated  by  Lessor  at  the  time,
          (h)     The  discovery of the fact that any financial statement relied
upon  by  Lessor  in  giving  its  consent  to  an  assignment or subletting was
materially  false shall, at Lessor's election, render Lessor's said consent null
and  void.
     12.4     Additional  Terms  and  Conditions  Applicable  to  Subletting.
Regardless  of  Lessor's consent, 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  alt  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 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  default  shall  occur  in  the performance of Lessee's obligations under this
Lease,  Lessee  may  receive,  collect  and  enjoy the rents accruing under such
sublease.  Lessor  shall  not, by reason of this or any other assignment of such
sublease  to  Lessor  nor  by  reason  of  the  collection  of  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 staling that a default exists in
the  performance  of Lessee's obligations under this Lease, to pay to Lessor the
rents  due  and  to  become  due  under  the  sublease.  Lessee agrees that such
sublessee  shall have the right to rely upon any such statement and request from
Lessor,  and  that  such  sublessee  shall  pay  such rents to Lessor without an

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obligation  or  right  to  inquire  as  to  whether  such  default  exists  and
notwithstanding  any  notice  from  or  claim from Lessee to the contrary Lessee
shall have no right or claim against said sublessee or Lessor for any such rents
so  paid  by  said  sublessee  to  Lessor.
          (b)     No  sublease  entered Into by Lessee shall be effective unless
and  until  It  has  been  approved  In  writing by Lessor. In entering Into any
sublease,  Lessee  shall  use  only  such form of sublease as is satisfactory to
Lessor,  and  once  approved  by  Lessor,  such sublease shall not be changed or
modified  without  Lessor's prior written consent, Any sublease shall, by reason
of  entering  into  a  sublease  under  this Lease, be deemed for Ihe benefit of
Lessor,  to  have  assumed  and agreed to conform and comply with each and every
obligation  herein  to be performed by Lessee other than such obligations as are
contrary  to  or  inconsistent  with provisions contained in a sublease to which
Lessor  has  expressly  consented  in  writing.
          (c)     In  the  event  Lessee shall default in the performance of its
obligations  under this Lease, Lessor slits 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 Lessee under such sublease from the time of
the  exercise  of  said  option  to  the termination of such sublease; provided,
however,  Lessor  shall  not be liable for any prepaid rents or security deposit
paid by such sublessee to Lessee or for any other prior defaults of Lessee under
such  sublease.
          (d)     No subtessee shall further assign or sublet all or any part of
the  Premises  without  Lessor's  prior  written  consent.
          (e)     With  respect to any subletting to which Lessor has consented,
Lessor  agrees  to  deliver  a  copy  of  any notice of default by Lessee to the
sublessee.  Such  sublessee  shall  have  the  right to cure a default of Lessee
within  three  (3)  days  after  service  of  said  notice  of default upon such
sublessee, and the sublessee shall have a right of reimbursement and offset from
and  against  Lessee  for  any  such  defaults  cured  by  the  sublessee.
     12.5     Lessor's  Expenses. In the event Lessee shall assign or sublet the
Premises  or request the consent of Lessor to any assignment or subletting or if
Lessee  shall  request  the  consent of Lessor for any act Lessee proposes to do
then  Lessee  shall  pay  Lessor's  reasonable  costs  and  expenses incurred in
connection  therewith,  including  attorneys',  architects', engineers' or other
consultants'  fees.
     12.6     Conditions  to Consent. Lessor reserves the right to condition any
approval  to  assign or sublet upon Lessor's determination that (a) the proposed
assignee  or  sublessee  shall  conduct  a business on the Premises of a quality
substantially  equal to that of Lessee and consistent with the general character
of  the  other  occupants of the Office Building Project and not in violation of
any  exclusives  or  rights  then  held  by  other tenants, and (b) the proposed
assignee  or  sublessee  be  at  least  as financially responsible as Lessee was
expected  to be at the lime of the execution of this Lease or of such assignment
or  subletting,  whrcheverisgrealer.

          See  attached  Addendum One for Landlord's Right  to  Space.

13.     Default;  Remedies.
     13.1     Default. The occurrence of any one or more of the following events
shall  constitute  a  material  default  of  this  Lease  by  Lessee:
          (a)     The  vacation  or  abandonment  of  the  Premises  by  Lessee.
Vacation  of the Premises shall include the failure to occupy the Premises for a
continuous  period  of sixty (60) days or more, whether or not the rent is paid.
          (b)  The  breach  by  Lessee  of  any  of the covenants, conditions or
provisions  of  paragraphs 7.3(a), (b) or (d) (alterations), 12.1 (assignment or
subletting),  13.1(a)  (vacation  or abandonment), 13.1(e) (insolvency), 13.1(f)
(false  statement),  16(a)  (estoppel  certificate),  30(b)  (subordination). 33
(auctions),  or 41.1 (easements), all of which are hereby deemed to be material,
non-curable  defaults  without  the  necessity of any notice by Lessor to Lessee
thereof.
          (c)     The failure by Lessee to make any payment of rent or any other
payment  required  to  be  made by Lessee hereunder, as and when due, where such
failure  shall  continue  for  a  period  of three (3) days after written notice
thereof  from  Lessor  to  Lessee, In the event that Lessor serves Lessee with a
Notice  Ic  Pay  Rent  or Quit pursuant to applicable Unlawful Detainer statutes
such  Notice  to  Pay  Rent or Quit shall also constitute the notice required by
this  subparagraph.
          (d)  The failure by Lessee to observe or perform any of the covenants,
conditions  or  provisions  of  this Lease to be observed or performed by Lessee
other  than  those  referenced  in  subparagraphs (b) and (c), above, where such
failure  shall  continue  for  a period of thirty (30) days after written notice
thereof from Lessor to Lessee; provided, however, that if the nature of Lessee's
noncompliance  is  such  that more than thirty (30) days are reasonably required
for  its  cure,  then  Lessee  shall  not  be  deemed to be in default if Lessee
commenced such cure within said thirty (30) day period and thereafter diligently
pursues  such  cure  to  completion. To the extent permitted by law, such thirty
(30)  day  notice  shall constitute the sole and exclusive notice required to be
given  to  Lessee  under  applicable  Unlawful  Detainer  statutes,
          (e)     (i) The making by Lessee of any general arrangement or general
assignment  for  the  benefit  of  creditors; (ii) Lessee becoming a "debtor" as
defined  in 11 U.S.C.  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.  In  the event that any provision of this paragraph 13.1(e) is contrary to
any  applicable  law,  such  provision  shall  be  of  no  force  or  effect.
          (f)     The  discovery by Lessor that any financial statement given to
Lessor  by  Lessee, or its successor in interest or by any guarantor of Lessee's
obligation  hereunder,  was  materially  false,
     13.2     Remedies.  In  the event of any material default or breach of this
Lease  by  Lessee,  Lessor may at any time thereafter, with or without notice or
demand  and without limiting Lessor in the exercise of any right or remedy which
Lessor  may  have  by  reason  of  such  default:
     (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 all damages incurred by
Lessor  by reason of Lessee's default 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  any real estate commission actually paid; the worth at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid rent for
the  balance of the term after the lime of such award exceeds the amount of such
rental  loss for the same period that Lessee proves could be reasonably avoided;
that  portion  of the leasing commission paid by Lessor pursuant to paragraph 15
applicable  to  the  unexpired  term  of  this  Lease.
          (b)     Maintain Lessee's right to possession in which case this Lease
shall  continue  in effect whether or not Lessee shall have vacated or abandoned
the  Premises. In such event Lessor shall be entitled to enforce all of Lessor's
rights and remedies under this Lease, including the right to recover the rent as
it  becomes  due  hereunder.
          (c)     Pursue  any  other remedy now or hereafter available to Lessor
under  the  laws  or  judicial  decisions  of the slate wherein the Premises are
located.  Unpaid  installments  of rent and other unpaid monetary obligations of
Lessee  under  the  terms of this Lease shall bear interest from the date due at
the  maximum  rate  then  allowable  by  law,
     13.3     Default  by  Lessor.  Lessor shall not be in default unless Lessor
fails to perform obligations required of Lessor within a reasonable time, but in
no  event  later  than thirty (30) days after written notice by Lessee to Lessor
and  to  the holder of any first mortgage or deed of trust covering the Premises
whose  name  and  address  shall  have  theretofore  been furnished to Lessee in
writing,  specifying  wherein  Lessor  has  failed  to  perform such obligation;
provided.  however,  that if the nature of Lessor's obligation is such that more
than  thirty  (30) days are required for performance then Lessor shall not be in
default if Lessor commences performance within such 30-day period and thereafter
diligently  pursues  the  same  to  completion.
     13.4     Late  Charges.  Lessee  hereby  acknowledges  that late payment by
Lessee  to  Lessor of Base Rent, Lessee's Share of Operating Expense Increase or
other  surtis due hereunder will cause Lessor to incur costs not contemplated by
this  Lease,  the axed 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 on Lessor by the terms of any mortgage or
trust deed covering the Office Building Project. Accordingly, if any installment
of Base Rent, Operating Expense Increase, or any 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 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 with respect to such overdue amount, nor prevent Lessor from
exercising  any  of  the  other  rights  and  remedies  granted  hereunder

14.     Condemnation.  If  the  Premises  or  any  portion thereof or the Office
Building  Project 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
dale the condemning authority takes title or possession, whichever first occurs;
provided  that  is  so  much  of the Premises or the Office Building Project are
taken  by  such  condemnation  as  would  substantially and adversely affect the
operation  and  profitability  of Lessee's business conducted from the Premises,
Lessee shall have the option, to be exercised only in writing within thirty (30)
days  after  Lessor shall have given Lessee written notice of such taking (or in
the  absence  of  such  notice,  within  thirty  (30)  days after the condemning
authority  shall  have taken possession), Ic terminate this Lease as of the date
the
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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 rent and
Lessee's  Share of Operating Expense increase shall be reduced in the proportion
that  the  floor area of the Premises taken bears to the total floor area of the
Premises,  Common  Areas taken shall be excluded from the Common Areas usable by
Lessee  and  no  reduction of rent shall occur with respect thereto or by reason
thereof.  Lessor  shall have the option in its sole discretion to terminate this
Lease  as  of  the  taking  of possession by the condemning authority, by giving
written  notice to Lessee of such election within thirty (30) days after receipt
of  notice of a taking by condemnation of any part of the Premises or the Office
Building Project. Any award for the taking of all or any part of the Premises or
the  Office  Building  Project  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 in value of the
leasehold  or  for  the  taking  of  the fee, or as severance damages; provided,
however,  that  Lessee  shall  be  entitled to any separate award for loss of or
damage  to  Lessee's trade fixtures, removable personal property and unamortized
tenant improvements that have been paid for by Lessee. For that purpose the cost
of  such  improvements  shall  be amortized over the original term of this Lease
excluding  any options. In the event that this Lease is not terminated by reason
of  such  condemnation, Lessor shall to the extent of severance damages received
by  Lessor  in  connection  with  such  condemnation,  repair  any damage to the
Premises  caused  by such condemnation except to the extent that Lessee has been
reimbursed  therefor by the condemning authority. Lessee shall pay any amount in
excess  of  such  severance  damages  required  to  complete  such  repair.

15.   Broker's  Fee.
     (a)     The brokers involved in this transaction are BT Commercial Real
                                                          ----------------------
Estate
--------------------------------------------------------------------------------
as  "listing  broker"  and  Cornish  & Carey Commercial as "cooperating broker,"
                            ---------------------------
licensed real estate broker(s).  A "cooperating broker" is defined as any broker
other  than  the  listing  broker  entitled to a share of any commission arising
under this Lease. Upon execution of this Lease by both parties, Lessor shall pay
to  said  brokers  jointly,  or  in  such  separate  shares as they may mutually
designate  in writing, a fee as set forth in a separate agreement between Lessor
and  said  broker(s),  or  in  the  event there is no separate agreement between
Lessor  and  said broker(s), the sum of $ per separate  agreement ,for brokerage
                                          -----------------------
services  rendered  by  said  broker(s)  to  Lessor  in  this  transaction.
     (b)     Lessor  further  agrees that (i) if Lessee exercises any Option, as
defined  in  paragraph 39.1 of this Lease, which is granted to Lessee under this
Lease,  or  any subsequently granted option which is substantially similar to an
Option granted to Lessee under this Lease, or (ii) if Lessee acquires any rights
to  the  Premises  or  other  premises  described  in  this  Lease  which  are
substantially  similar  to  what Lessee would have acquired had an Option herein
granted  to  Lessee  been exercised, or (iii) if Lessee remains in possession of
the  Premises after the expiration of the term of this Lease after having failed
to  exercise an Option, or (iv) if said broker(s) are the procuring cause of any
other  lease or sale entered into between the parties pertaining to the Premises
and/or any adjacent property in which Lessor has an interest, or (v) if the Base
Rent  is  increased,  whether  by agreement or operation of an escalation clause
contained  herein, then as to any of said transactions or rent increases, Lessor
shall pay said broker(s) a fee in accordance with the schedule of said broker(s)
in  effect at the lime of execution of this Lease. Said fee shall be paid at the
time  of  such  increased  rental  is  determined.
     (c)     Lessor agrees to pay said fee not only on behalf of Lessor but also
on  behalf  of  any  person, corporation, association, or other entity having an
ownership  interest  in said real property or any part thereof, when such fee is
due  hereunder.  Any transferee of Lessor's interest in this Lease, whether such
transfer is by agreement or by operation of law, shall be deemed to have assumed
Lessor's obligation under this paragraph 15. Each listing and cooperating broker
shall be a third party beneficiary of the provisions of this paragraph 15 to the
extent  of  their  interest  in  any commission arising under this Lease and may
enforce  that right directly against Lessor; provided, however, that all brokers
having  a  right to any part of such total commission shall be a necessary party
to  any  suit  with  respect  thereto.
     (d)     Lessee  and  Lessor  each  represent  and warrant to the other that
neither has had any dealings with any person, firm, broker or finder (other than
the  person(s),  if any. whose names are set forth in paragraph 15(a), above) in
connection  with  the  negotiation  of this Lease and/or the consummation of the
transaction  contemplated  hereby.  and no other broker or other person, firm or
entity  is  entitled  to  any commission or finder's fee in connection with said
transaction  and  Lessee  and Lessor do each hereby indemnify and hold the other
harmless  from and against any costs, expenses, attorneys' fees or 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.

16.     Estoppel  Certificate,
     (a)     Each  party (as "responding party") shall at any time upon not less
than  ten  (10)  days'  prior  written  notice from the other party ("requesting
party"(  execute, acknowledge and deliver to the requesting party a statement 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) and the date to
which  the  rent  and  other  charges  are  paid  in  advance,  if any, and (ii)
acknowledging  that  there  are  not,  to  the responding party's knowledge, any
uncured  defaults  on  the  part  of  lbs  requesting  party, or specifying such
defaults  if any are claimed. Any such statement may be conclusively relied upon
by  any  prospective purchaser or encumbrancer of the Office Building Project or
of  the  business  of  Lessee.
     (b)     At  the  requesting  party's  option,  the  failure to deliver such
statement  within  such  time  shall  be a material default of this Lease by the
party  who  is to respond, without any further notice to such party, or it shall
be  conclusive  upon such party that (I) this Lease is in full force and effect,
without  modification except as may be represented by the requesting party, (ii)
there  are  no uncured defaults in the requesting party's performance, and (iii)
if  Lessor is the requesting party, not more than one month's rent has been paid
in  advance,
     (c)     If  Lessor  desires  to  finance,  refinance,  or  sell  the Office
Building  Project,  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  (3)  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.

17.     Lessor's Liability. The farm "Lessor" as used herein shall mean only the
owner  or  owners,  at  the  time  in  question,  of the fee title or a lessee's
interest  in  a  ground  lease  of  the  Office  Building Project, and except as
expressly  provided  in paragraph 15, in the event of any transfer of such title
or  interest,  Lessor herein named (and in case of any subsequent transfers then
the  grantor)  shall be relieved from and after the date of such transfer of all
liability  as respects Lessor's obligations thereafter to be performed, provided
that  any  funds  in the hands of Lessor or the then grantor at the lime of such
transfer,  in  which  Lessee has an interest, shall be delivered to the grantee.
The obligations contained in this Lease to be performed by Lessor shall, subject
as  aforesaid,  be binding on Lessor's successors and assigns. only during their
respective  periods  of  ownership.

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. Except as expressly herein provided,
any  amount  due  to Lessor not paid when due shall bear interest at the maximum
rate  then1altowable  by  law  or  judgments  from the date due. Payment of such
interest  shall  not  excuse  or  cure  any  default by Lessee under this Lease;
provided,  however,  that interest shall not be payable on late charges incurred
by  Lessee  nor  on  any  amounts  upon  which  late charges are paid by Lessee.

20.     Time  of Essence. Time is of the essence with respect to the obligations
to  be  performed  under  this  Lease.

21.     Additional  Rent, All monetary obligations of Lessee to Lessor under the
terms  of  this  Lease, including but not limited to Lessee's Share of Operating
Expense  Increase  and  any  other expenses payable by Lessee hereunder shall be
deemed  to  be  rent.

22.     Incorporation  of  Prior Agreements; Amendments. This Lease contains all
agreements of the parties with respect to any matter mention herein. No prior or
contemporaneous  agreement  or understanding pertaining to any such matter shall
be  effective. This Lease may be modified in writing oniy, signed by the parties
in  interest at the time of the modification. Except as otherwise stated in this
Lease,  Lessee hereby acknowledges that neither the real estate broker listed in
paragraph  15  hereof  nor  any  cooperating  broker on this transaction nor the
Lessor  or  any  employee  or  agents  of  any  of  said  persons  has

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made any oral or written warranties or representations to Lessee relative to the
condition  or  use  by Lessee of the Premises or the Office Building Project and
Lessee  acknowledges  that  Lessee  assumes  all  responsibility  regarding  the
Occupational  Safety  Health Act, the legal use and adaptability of the Premises
and  the  compliance  thereof with all applicable laws and regulations in effect
during  the  term  of  this  Lease.

23.     Notices, Any notice required or permitted to be given hereunder shall be
In  writing  and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to Lessee
or  to  Lessor  at  the  address noted below or adjacent to the signature of the
respective  parties,  as  the  case may be. Mailed notices shall be deemed given
upon  actual  receipt  at  the  address required, or forty-eight hours following
deposit  in  the mail, postage prepaid, whichever first occurs. Either party may
by  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 notice purposes. 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  notice  to  Lessee,

24.     Waivers.  No  waiver by Lessor of any provision hereof shall be deemed a
waiver  of  any  other provision hereof or of any subsequent breach by Lessee of
the  same  or  any other provision. Lessor's consent to, or approval of, any act
shall  not  be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee. The acceptance of rent hereunder by
Lessor  shall not be a waiver of any preceding breach by Lessee of any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless  of  Lessor's  knowledge  of  such  preceding  breach  at the time of
acceptance  of  such  rent.

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.

26.     Holding Over. If Lessee, with Lessor's consent, remains in possession of
the  Premises  or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease  pertaining  to  the  obligations  of Lessee, except that the rent payable
shall  be  two  hundred percent (200%) of the rent payable immediately preceding
the  termination  date of this Lease, and all Options, if any, granted under the
terms  of  this  Lease  shall  be  deemed terminated and be of no further effect
during  said  month  to  month  tenancy

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.  Each provision of this Lease performable by
Lessee  shall  be  deemed  both  a  covenant  and  a  condition.

29.     Binding  Effect;  Choice  of  Law.  Subject  to  any  provisions  hereof
restricting  assignment  or subletting by Lessee and subject to the provision of
paragraph 17, this Lease shall bind the parties, their personal representatives,
successors  and  assign.  This  Lease shall be governed by the laws of the State
where  the Office Building Project is located and any litigation concerning this
Lease  between  the parties hereto shall be initiated in the county in which the
Office  Building  Project  is  located.

30.     Subordination.
     (a)     This  Lease,  and  any  Option  or  right  of first refusal granted
hereby,  at Lessor's option, shall be subordinate to any ground lease, mortgage,
deed  of  trust,  or any other hypothecation or security now or hereafter placed
upon  the  Office  Building  Project  and  to  any  and all advances made on the
security  thereof  and  to  all  renewals,  modifications,  consolidations,
replacements  and  extensions  thereof.  Notwithstanding  such  subordination,
Lessee's  right  to  quiet  possession of the Premises shall not be disturbed If
Lessee  is  not  in default and so long as Lessee shall pay the rent and observe
and  perform all of the provisions of this Lease, unless this Lease is otherwise
terminated  pursuant  to  its  terms. If any mortgagee, trustee or ground lessor
shall  elect 10 have this Lease and any Options granted hereby prior to the lien
of  its  mortgage,  deed of trust or ground lease, and shall give written notice
thereof  to  Lessee,  this  Lease  and such Option shall be deemed prior to such
mortgage,  deed of trust or ground lease, whether this Lease or such Options are
dated  prior or subsequent to the date of said mortgage, deed of trust or ground
lease  or  the  date  of  recording  thereof.
     (b)     Lessee  agrees  to  execute any documents required to effectuate an
attornment,  a subordination, or to make this Lease or any Option granted herein
prior  to  the  lien of any mortgage, deed of trust or ground lease, as the case
may  be.  Lessee's  failure to execute such documents within ten (10) days after
written  demand  shall constitute a material default by Lessee hereunder without
further  notice  to  Lessee  or,  at  Lessor's option, Lessor shall execute such
documents  on  behalf of Lessee as Lessee's attorney-in-fact. Lessee does hereby
make, constitute and irrevocably appoint Lessor as Lessee's attorney-in-fact and
in  Lessee's name, place and stead, to execute such documents in accordance with
this  paragraph  30(b).

31.     Attorneys'  Fees.
     31.1     If  either  party or the broker(s) named herein bring an action to
enforce  the  terms  hereof or declare rights hereunder, the prevailing party in
any  such  action, trial, or appeal thereon, shall be entitled to his reasonable
attorneys' fees to be paid by the losing party as fixed by the court in the same
or  separate  suit,  and  whether  or  not such action Is pursued to decision or
judgment.  The  provisions  of  this paragraph shall inure to the benefit of the
broker  named  herein  who  seeks  to  enforce  a  right  hereunder.
     31.2     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  in  good  faith,
     31.3     Lessor  shall  be  entitled  to reasonable attorneys' fees and all
other  costs  and expenses incurred in the preparation and service of notices of
default  and  consultations  in  connection  therewith,  whether  or not a legal
transaction  is  subsequently  commenced  in  connection  with  such  default.

32.     Lessor's  Access.
     32.1     Lessor  and  Lessor's  agents  shall  have  the right to enter the
Premises  at reasonable times for the purpose of inspecting the same, performing
any  services  required  of  Lessor, showing the same to prospective purchasers,
lenders,  or  lessees, taking such safety measures, erecting such scaffolding or
other  necessary  structures,  making such alterations, repairs, improvements or
additions  to  the  Premises  or  to  the  Office Building Project as Lessor may
reasonably  deem  necessary or desirable and the erecting, using and maintaining
of  utilities,  services,  pipes  and conduits through the Premises and/or other
premises  as  long as there is no material adverse effect to Lessee's use of the
Premises.  Lessor may at any time place on or about lbs Premises or the Building
any  ordinary  "For  Sale"  signs and Lessor may at any time during the last 120
days  of the term hereof place on or about the Premises any ordinary "For Lease"
signs.
     32.2     All  activities  of  Lessor  pursuant  to  this paragraph shall be
without abatement of rent, nor shall Lessor have any liability to Lessee for the
same
     32.3     Lessor  shall have the right to retain keys to the Premises and to
unlock  all doors in or upon the Premises other than to files, vaults and safes,
and in the case of emergency to enteF the Premises by any reasonably appropriate
means,  and  any such entry shall not be deemed a forceable or unlawful entry or
detainer  of  the premises or an eviction. Lessee waives any charges for damages
or  injuries  or  interference  with Lessee's property or business in connection
therewith.

33.     Auctions,  Lessee  shall not conduct, nor permit to be conducted, either
voluntarily  or involuntarily, any auction upon the Premises or the Common Areas
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. The holding of any auction on the Premises or Common Areas in violation
of  this  paragraph  shall  constitute  a  material  default  of  this  Lease.

34.     Signs.  Lessee  shall not place any sign upon the Premises or the Office
Building  Project without Lessor's prior written consent. Under no circumstances
shall  Lessee  place  a  sign  on  any  roof  of  the  Office  Building Project.

35.     Merger.  The  voluntary or other surrender of this Lease by Lessee, or a
mutual  cancellation  thereof,  or  a  termination  by  Lessor, shall not work a
merger,  and  shall,  at  the  option  of  Lessor, terminate all or any existing
subtenancies or may, at the option of Lessor, operate as an assignment to Lessor
of  any  or  all

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of  such  subtenancies.

36.     Consents.  Except  for  paragraphs 33 (auctions) and 3.4 (signs) hereof,
wherever  in  this  Lease  the consent of one party is required to an act of the
other  party  such  consent  shall  not  be  unreasonably  withheld  or delayed.

37.     Guarantor,  In  the  event that there is a guarantor of this Lease, said
guarantor  shall  have  the  same  obligations  as  Lessee  under  this  Lease.

38.     Quiet  Possession.  Upon  Lessee  paying  the  rent for the Premises and
observing  and  performing  all  of  the covenants, conditions and provisions on
Lessee's  part  to  be observed and performed hereunder, Lessee shall have quiet
possession  of  the  Premises  for  the entire term hereof subject to all of the
provisions  of  this  Lease.  The  individuals executing this Lease on behalf of
Lessor  represent  and  warrant  to  Lessee  that  they are fully authorized and
legally  capable  of  executing  this  Lease  on  behalf of Lessor and that such
execution  is  binding  upon  all  parties  holding an ownership interest in the
Office  Building  Project.

39.     Options.
     39.1     Definition.  As  used  in this paragraph the word "Option" has the
following  meaning:  (1) the right or option to extend the term of this Lease or
to  renew  this  Lease  or to extend or renew any lease that Lessee has on other
property  of  Lessor;  (2)  the  option  of  right of first refusal to lease the
Premises or the right of first offer to lease the Premises or the right of first
refusal  to  lease  other  space  within  the  Office  Building Project or other
property  of  Lessor or the right of first offer to lease other space within the
Office  Building Project or other property of Lessor; (3) the right or option to
purchase  the  Premises  or  the  Office Building Project, or the right of first
refusal  to purchase the Premises or the Office Building Project or the right of
first  offer  to  purchase  the  Premises or the Office Building Project, or the
right  or  option  to  purchase  other property of Lessor, or the right of first
refusal  to  purchase  other  property  of Lessor or the right of first offer to
purchase  other  property  of  Lessor.
     39.2     Options  Personal.  Each Option granted to Lessee in this Lease is
personal to the original Lessee and may be exercised only by the original Lessee
while  occupying  the  Premises  who  does  so  without the intent of thereafter
assigning  this Lease or subletting the Premises or any portion thereof, and may
not  be  exercised  or  be  assigned, voluntarily or involuntarily, by or to any
person  or  entity  other  than Lessee; provided, however, that an Option may be
exercised by or assigned to any Lessee Affiliate as defined in paragraph 12.2 of
this  Lease.  The  Options,  if any, herein granted to Lessee are not assignable
separate  and  apart  from this Lease, nor may any Option be separated from this
Lease  in  any  manner,  either  by  reservation  or  otherwise.
     39.3     Multiple  Options.  In  the  event  that  Lessee  has any multiple
options  to extend or renew this Lease a later option cannot be exercised unless
the  prior  option  to  extend  or  renew  this  Lease  has  been  so exercised.
     39.4     Effect  of  Default  on  Options,
          (a)     Lessee  shall  have  no  right  to  exercise  an  Option,
notwithstanding any provision in the grant of Option to the contrary, (i) during
the  time  commencing  from  the date Lessor gives to Lessee a notice of default
pursuant  to paragraph 13.1(c) or 13,1(d) and continuing until the noncompliance
alleged  in  said  notice of default is cured, or (ii) during the period of time
commencing  on  the day after a monetary obligation to Lessor is due from Lessee
and  unpaid  (without any necessity for notice thereof to Lessee) and continuing
until  the  obligation  is  paid, or (iii) in the event that Lessor has given to
Lessee  three  or  more notices of default under paragraph 13.1(c), or paragraph
13,1(d).  whether  or  not the defaults are cured, during the 12 month period of
lime  immediately prior 10 the lime that Lessee attempts to exercise the subject
Option,  (iv)  if Lessee has committed any non-curable breach, including without
limitation  those  described in paragraph 13.1(b), or is otherwise in default of
any  of  the  terms,  covenants  or  conditions  of  this  Lease.
          (b)     The  period  of  time  within which an Option may be exercised
shall not be extended or enlarged by reason of Lessee's inability to exercise an
Option  because  of  the  provisions  of  paragraph  39.4(a).
          (c)     All  rights  of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due and
timely  exercise  of  the Option, if, after such exercise and during the term of
this  Lease,  (I)  Lessee fails to pay to Lessor a monetary obligation of Lessee
for  a period of thirty (30) days after such obligation becomes due (without any
necessity  of  Lessor to give notice thereof to Lessee), or (ii) Lessee fails to
commence  to  cure  a default specified in paragraph 13.1 (d) within thirty (30)
days  after  the  date that Lessor gives notice to Lessee of such default and/or
Lessee  falls  thereafter  to  diligently  prosecute said cure to completion, or
(iii)  Lessor  gives  to Lessee three or more notices of default under paragraph
13.1(c), or paragraph 13.1(d). whether or not the defaults are cured, or (iv) if
Lessee  has committed any non-curable breach, including without limitation those
described  in paragraph 13.1(b), or is otherwise in default of any of the terms,
covenants  and  conditions  of  this  Lease.

40.     Security  Measures  -  Lessor's  Reservations,
     40.1     Lessee  hereby  acknowledges  that Lessor shall have no obligation
whatsoever  to  provide guard service or other security measures for the benefit
of  the  Premises  or  the  Office  Building  Project.  Lessee  assumes  all
responsibility  for  the  protection of Lessee, its agents, and invitees and the
property  of  Lessee  and  of  Lessee's  agents  and invitees from acts of third
parties. Nothing herein contained shall prevent Lessor, at Lessor's sole option,
from  providing  security protection for the Office Building Project or any part
thereof, in which event the cost thereof shall be included within the definition
of  Operating  Expenses,  as  set  forth  in  paragraph  4.2(b).
     40.2     Lessor  shall  have  the  following  rights;
          (a)     To  change  the  name, address or title of the Office Building
Project or building in which the Premises are located upon not less than 90 days
prior  written  notice;
          (b)     To, at Lessee's expense, provide and install Building standard
graphics  on  the  door of the Premises and such portions of the Common Areas as
Lessor  shall  reasonably  deem  appropriate;
          (c)     To  permit  any  lessee  the  exclusive  right  to conduct any
business  as  long as such exclusive does not conflict with any rights expressly
given  herein;
          (d)     To  place  such  signs,  notices  or displays as Lessor
reasonably deems necessary or advisable upon the roof, exterior of the buildings
or  the Office Building Project or on pole signs in the Common Areas;
     40.3     Lessee  shall  not:
          (a)     Use a representation (photographic or otherwise) of the
Building or the Office Building Project or their name(s) in connection  with
Lessee's business;
          (b) Suffer or permit anyone, except in emergency, to go upon the roof
of  the  Building.

41.     Easements.
     41.1     Lessor  reserves  to itself the right, from time to time, to grant
such easements, rights and dedications that Lessor deems necessary or desirable,
and  to  cause  the recordation of Parcel Maps and restrictions, so long as such
easements,  rights,  dedications,  Maps  and  restrictions  do  not unreasonably
interfere  with  the use of the Premises by Lessee. Lessee shall sign any of the
aforementioned  documents  upon  request  of  Lessor  and failure to do so shall
constitute  a  material  default  of  this  Lease by Lessee without the need for
further  notice  to  Lessee.
     41.2     The  obstruction  of Lessee's view, air, or light by any structure
erected  in  the  vicinity  of the Building, whether by Lessor or third parties,
shall  in  no  way  affect  this  Lease  or  impose  any  liability upon Lessor.

42.     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 if was not legality required to pay under the
provisions  of  this  Lease.

43.     Authority.  If  Lessee  is  a  corporation, trust, or general or limited
partnership,  Lessee, and each individual executing this Lease on behalf of such
entity  represent and warrant that such individual is duly authorized to execute
and  deliver  this  Lease  on behalf of said entity. If Lessee is a corporation.
trust  or  partnership, Lessee shall, within thirty (30) days after execution of
this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

44.     Conflict.  Any  conflict  between  the  printed  provisions, Exhibits or
Addenda  of  this  Lease  and the typewritten or handwritten provisions, if any,
shall  be

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45.     No  Offer.  Preparation  of  this  Lease by Lessor or Lessor's agent and
submission  of  same  to Lessee shall not be deemed an offer to Lessee to tease.
This  Lease shall become binding upon Lessor and Lessee only when fully executed
by  both  parties.

46.     Lender Modification, Lessee agrees to make such reasonable modifications
to  this  Lease  as  may  be  reasonably  required by an institutional lender in
connection  with  the obtaining of normal financing or refinancing of the Office
Building  Project.

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

48.     Work  Letter.  This Lease is supplemented by that certain Work Letter of
even  date  executed  by  Lessor  and  Lessee, attached hereto as Exhibit C, and
incorporated  herein  by  this  reference.

49.     Attachments,  Attached  hereto  are  the  following  documents  which
constitute  a  part  of  this  Lease:

a.     Addendum  One
b.     Exhibit  A&B





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

IF  THIS  LEASE  HAS  BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR
ATTORNEY  FOR  HIS  APPROVAL, NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE
AMERICAN  INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKER OR ITS
AGENTS  OR  EMPLOYEES  AS  TO  THE  LEGAL  SUFFICIENCY,  LEGAL  EFFECT,  OR  TAX
CONSEQUENCES  OF  THIS  LEASE  OR  THE TRANSACTION RELATING THERETO; THE PARTIES
SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN LEGAL COUNSEL AS TO THE LEGAL AND
TAX  CONSEQUENCES  OF  THIS  LEASE.


              LESSOR                                   LESSEE

Dr. Marco Chavez and George Chavez       M&A West, Inc. , a Colorado Corporation
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By         /s/                           By          /s/
---------------------------------------  ---------------------------------------
Its        owner                         Its         CFO
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By                                       By
---------------------------------------  ---------------------------------------
Its                                      Its
---------------------------------------  ---------------------------------------

Executed  at   /s/                       Executed  at
---------------------------------------  ---------------------------------------
On             12/19/99                  On
---------------------------------------  ---------------------------------------
Address                                  Address
---------------------------------------  ---------------------------------------






NOTE;     These  forms1  are often modified to meet changing requirements of law
and  needs  of the industry. Always write or call to make sure you are utilizing
the  most  current  form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 South
Flower  Street,  Suite  600,  Los  Angeles,  CA  90017.  (213)  687-8777.



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@1984  -American  Industrial  Real  Estate  Association     FULL  SERVICE-GROSS
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Form  OFG-O/6/84.E
                                  Page 11 of 11
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