STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSS
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

1.     BASIC  PROVISIONS  ("BASIC  LEASE  PROVISIONS").
     1.1     PARTIES:  This  Lease ("LEASE"), dated for reference purposes only,
August  25,  1998  is  made  by  and  between Nancy Ridge Technology Center, LLC
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("LESSOR")  and  Online  Television  Network  Services,  Inc.,  a  California
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Corporation  ("LESSEE"). (collectively the "PARTIES" or individually a "PARTY").
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     1.2(a)     PREMISES:  That  certain  portion of the Building, including all
improvements  therein or to be provided by Lessor under the terms of this Lease,
commonly  known  by the street address of 6370 Nancy Ridge Dr., #105, located in
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the City of San Diego, County of San Diego, State of CA, with zip code 92121, as
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outlined  on  Exhibit  B  attached  hereto ("Premises").  The "Building" is that
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certain  building  containing  the Premises and generally described as (describe
briefly  the  nature  of  the  Building):
Approximately  4,955  Square  Feet
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In  addition  to  Lessee's  rights to use and occupy the Premises as hereinafter
specified,  Lessee  shall  have  non-exclusive  rights  to  the Common Areas (as
defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any
rights to the roof, exterior walls or utility raceways of the Building or to any
other  buildings  in  the  Industrial  Center.  The  Premises, the Building, the
Common  Areas,  the  land  upon  which  they  are  located, along with all other
buildings  and  improvements thereon, are herein collectively referred to as the
"INDUSTRIAL  CENTER."  (Also  see  Paragraph  2.)
     1.2(b)     PARKING:  Pro  Rata  Share  of unreserved vehicle parking spaces
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("UNRESERVED  VEHICLE  PARKING  SPACES")  and No reserved vehicle parking spaces
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("RESERVED  PARKING  SPACES").  (Also  see  Paragraph  2.6.)
     1.3     TERM:  Three  years  and  -0-  months  ("ORIGINAL TERM") commencing
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Sept.  15,  1998  ("COMMENCEMENT  DATE")  and ending Sept. 14, 2001 ("EXPIRATION
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DATE").  (Also  See  Paragraph  3.)
     1.4     EARLY  POSSESSION:  August  26,  1998  ("EARLY  POSSESSION  DATE").
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(Also  see  Paragraphs  3.2  and  3.3.)
     1.5     BASE RENT:  $3,815.35 per month ("BASE RENT"), payable on the First
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day  of  each  month  commencing  October  1,  1998.  (Also  see  Paragraph  4.)
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[X]     If  this  box  is  checked,  this Lease provides for the Base Rent to be
adjusted  per  Addendum  49,  attached  hereto.
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     1.6(a)     BASE  RENT  PAID  UPON EXECUTION:  $3815.35 as Base Rent for the
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period  Sept.  15  -  October  14,  1998
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     1.6(b)     LESSEE'S  SHARE OF COMMON AREA OPERATING EXPENSES:  2.86 percent
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(2.86%)  ("LESSEE'S SHARE") as determined by [X]  square footage of the Premises
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as compared to the total square footage of the Building or [ ] other criteria as
described  in  Addendum   .

     1.7     SECURITY  DEPOSIT:  $3815.35  ("SECURITY  DEPOSIT").  (Also  see
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Paragraph  5.)
     1.8     PERMITTED  USE:  Warehousing  and  distribution of office equipment
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and  supplies,  and  general  office  ("PERMITTED  USE") (Also see Paragraph 6.)
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     1.9     INSURING  PARTY:  Lessor  is  the  "INSURING  PARTY."  (Also  see
Paragraph  8.)
     1.10(a)     REAL  ESTATE  BROKERS:  The  following  real  estate  broker(s)
(collectively,  the  "BROKERS")  and  brokerage  relationships  exist  in  this
transaction  and  are  consented  to  by  the  Parties (check applicable boxes):
[X] Voit Commercial Brokerage represents Lessor exclusively ("LESSOR'S BROKER");
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[X] Rose Silverwater  represents  Lessee  exclusively  ("LESSEE'S  BROKER");  or
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[ ] represents both Lessor and Lessee ("DUAL AGENCY").  (Also see Paragraph 15.)
     1.10(b)     PAYMENT  TO  BROKERS.  Upon the execution of this Lease by both
Parties,  Lessor shall pay to said Broker(s) jointly, or in such separate shares
as  they  may  mutually  designate  in writing, a fee as set forth in a separate
written  agreement  between  Lessor  and  said  Broker(s) for brokerage services
rendered  by  said  Broker(s)  in  connection  with  this  transaction.
     1.11     GUARANTOR:  The  obligations of the Lessee under this Lease are to
be  guaranteed  by  Southland  Electric,  Inc.,  a  California  Corporation.
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("GUARANTOR").  (Also  see  Paragraph  37.)
     1.12     ADDENDA  AND  EXHIBITS.  Attached hereto is an Addendum or Addenda
consisting  of  Paragraphs 49 through 50, and Exhibits A through B, all of which
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constitute  a  part  of  this  Lease.
2.     PREMISES,  PARKING  AND  COMMON  AREAS.
     2.1     LETTING:  Lessor  hereby leases to Lessee, and Lessee hereby leases
from  Lessor,  the  Premises,  for  the term, at the rental, and upon all of the
terms,  covenants  and  conditions  set  forth  in this Lease.  Unless otherwise
provided  herein,  any  statement  of square footage set forth in this Lease, or
that  may  have  been  used  in  calculating rental and/or Common Area Operating
Expenses,  is  an  approximation which Lessor and Lessee agree is reasonable and
the  rental and Lessee's Share (as defined in Paragraph 1.6(b)) based thereon is
not  subject  to  revision  whether  or not the actual square footage is more or
less.
     2.2     CONDITION:  Lessor  shall  deliver the Premises to Lessee clean and
free of debris on the Commencement Date and warrants to Lessee that the existing
plumbing,  electrical systems, fire sprinkler system, lighting, air conditioning
and heating systems and loading doors, if any, in the Premises, other than those
constructed  by Lessee, shall be in good operating condition on the Commencement
Date.  If a non-compliance with said warranty exist as of the Commencement Date,
Lessor shall, except as otherwise provided in this Lease, promptly after receipt
of  written  notice  from  Lessee  setting forth with specificity the nature and
extent of such non-compliance, rectify same at Lessor's expense.  If Lessee does
not  give  Lessor  written  notice of a non-compliance with this warranty within
thirty  (30) days after the Commencement Data, correction of that non-compliance
shall  be  the  obligation  of  Lessee  at  Lessee's  sole  cost  and  expense.

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                               MULTI-TENANT GROSS
1993-AMERICAN INDUSTRIAL           PAGE 1 OF 13    REVISED     FORM MTG-1-6/93E.
REAL ESTATE ASSOCIATION


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     2.3     COMPLIANCE  WITH  COVENANTS, RESTRICTIONS AND BUILDING CODE. Lessor
warrants  that  any  improvements  (other than those constructed by Lessee or at
Lessee's  direction)  on  or  in  the  Premises  which  have been constructed or
installed  by  Lessor  or  with  Lessor's consent or at Lessor's direction shall
comply  with  all  applicable covenants or restrictions of record and applicable
building  codes,  regulations and ordinances in effect on the Commencement Date.
Lessor  further  warrants  to  Lessee  that Lessor has no knowledge of any claim
having  been  made  by any governmental agency that a violation or violations of
applicable  building  codes, regulations, or ordinances exist with regard to the
Premises  as  of  the  Commencement Date. Said warranties shall not apply to any
Alterations or Utility Installations (defined in Paragraph 7.3(a)) made or to be
made  by  Lessee.  If  the  Premises  do not comply with said warranties, Lessor
shall,  except  as  otherwise  provided in this Lease, promptly after receipt of
written  notice  from  Lessee  given  within  six  (6)  months  following  the
Commencement  Date  and  setting forth with specificity the nature and extent of
such non-compliance, take such action, at Lessor's expense, as may be reasonable
or  appropriate to rectify the non-compliance. Lessor makes no warranty that the
Permitted  Use  in  Paragraph  1.8  is  permitted  for  the  Premises
under  Applicable  Laws  (as  defined  in  Paragraph  2.4).
     2.4     ACCEPTANCE OF PREMISES. Lessee hereby acknowledges: (a) that it has
been advised by the Broker(s) to satisfy itself with respect to the condition of
the  Premises  (including, but not limited to, the electrical and fire sprinkler
systems,  security,  environmental aspects, seismic and earthquake requirements,
and  compliance  with the Americans with Disabilities Act and applicable zoning,
municipal,  county,  state  and federal laws, ordinances and regulations and any
covenants  or  restrictions  of record (collectively, "APPLICABLE LAWS") and the
present  and  future  suitability of the Premises for Lessee's intended use; (b)
that  Lessee has made such investigation as it deems necessary with reference to
such  matters,  is  satisfied  with  reference  thereto,  and  assumes  all
responsibility  therefore  as  the  same  relate  to  Lessee's  occupancy of the
Premises and/or the terms of this Lease; and (c) that neither Lessor, nor any of
Lessor's agents, has made any oral or written representations or warranties with
respect  to  said  matters  other than as set forth in this Lease. 2.5 LESSEE AS
PRIOR OWNER/OCCUPANT. The warranties made by Lessor in this Paragraph 2 shall be
of  no  force  or effect if immediately prior to the date set forth in Paragraph
1.1  Lessee  was  the  owner  or occupant of the Premises. In such event, Lessee
shall,  at  Lessee's  sole  cost  and expense, correct any non-compliance of the
Premises  with  said  warranties.
     2.6     VEHICLE  PARKING.  Lessee  shall  be  entitled to use the number of
Unreserved  Parking  Spaces  and  Reserved Parking Spaces specified in Paragraph
1.2(b)  on  those  portions  of the Common Areas designated from time to time by
Lessor  for  parking. Lessee shall not use more parking spaces than said number.
Said  parking  spaces  shall  be  used  for  parking  by vehicles no larger than
full-size passenger automobiles or pick-up trucks, herein called "PERMITTED SIZE
VEHICLES."  Vehicles  other  than  Permitted  Size  Vehicles shall be parked and
loaded  or  unloaded  as  directed  by  Lessor  in the Rules and Regulations (as
defined  in  Paragraph  40)  issued  by  Lessor.  (Also  see  Paragraph  2.9.)
          (a)  Lessee  shall  not permit or allow any vehicles that belong to or
are  controlled by Lessee or Lessee's employees, suppliers, shippers, customers,
contractors  or  invitees  to be loaded, unloaded, or parked in areas other than
those  designated  by  Lessor  for  such  activities.
          (b)  If  Lessee  permits  or  allows  any of the prohibited activities
described  in  this  Paragraph  2.6,  then  Lessor shall have the right, without
notice,  in  addition  to  such  other  rights and remedies that it may have, to
remove  or  tow  away  the vehicle involved and charge the cost to Lessee, which
cost  shall  be  immediately  payable  upon  demand  by  Lessor.
          (c)  Lessor  shall at the Commencement Date of this Lease, provide the
parking  facilities  required  by  Applicable  Law.
     2.7     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 Industrial Center and interior utility raceways within the Premises
that are provided and designated by the Lessor from time to time for the general
non-exclusive  use  of Lessor, Lessee and other lessees of the Industrial Center
and  their respective employees, suppliers, shippers, customers, contractors and
invitees,  including  parking  areas,  loading and unloading areas, trash areas,
roadways,  sidewalks,  walkways,  parkways,  driveways  and  landscaped  areas.
     2.8     COMMON  AREAS  --  LESSEE'S RIGHTS. Lessor hereby grants to Lessee,
for  the  benefit of Lessee and its employees, suppliers, shippers, contractors,
customers  and  invitees, during the term of this Lease, the non-exclusive right
to  use,  in  common  with others entitled to such use, the Common Areas as they
exist  from time to time, subject to any rights, powers, and privileges reserved
by Lessor under the terms hereof or under the terms of any rules and regulations
or  restrictions  governing  the  use  of  the  Industrial  Center.  Under  no
circumstances  shall  the right herein granted to use the Common Areas be deemed
to  include  the right to store any property, temporarily or permanently, in the
Common  Areas.  Any  such  storage  shall be permitted only by the prior written
consent  of Lessor or Lessor's designated agent, which consent may be revoked at
any  time.  In  the  event that any unauthorized storage shall occur then Lessor
shall  have  the  right,  without  notice,  in addition to such other rights and
remedies that it may have, to remove the property and charge the cost to Lessee,
which  cost  shall  be  immediately  payable  upon  demand  by  Lessor.
     2.9     COMMON  AREAS  --  RULES  AND  REGULATIONS.  Lessor  or  such other
person(s)  as Lessor may appoint shall have the exclusive control and management
of  the  Common Areas and shall have the right, from time to time, to establish,
modify,  amend and enforce reasonable Rules and Regulations with respect thereto
in  accordance  with  Paragraph 40. Lessee agrees to abide by and conform to all
such  Rules  and  Regulations,  and to cause its employees, suppliers, shippers,
customers, contractors and invitees to so abide and conform. Lessor shall not be
responsible  to Lessee for the non-compliance with said rules and regulations by
other  lessees  of  the  Industrial  Center.
     2.10     COMMON  AREAS -- CHANGES. Lessor shall have the right, in Lessor's
sole  discretion,  from  time  to  time:
          (a)  To  make  changes  to  the  Common  Areas,  including,  without
limitation,  changes  in  the  location,  size,  shape  and number of driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress,  direction  of traffic, landscaped areas, walkways and utility raceways;
          (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 outside the boundaries of the Industrial
Center  to  be  a  part  of  the  Common  Areas;
          (d)  To add additional buildings and improvements to the Common Areas;
          (e)  To  use  the  Common  Areas  while  engaged  in making additional
improvements,  repairs  or  alterations to the Industrial Center, or any portion
thereof;  and
          (f)  To do and perform such other acts and make such other changes in,
to  or  with respect to the Common Areas and Industrial Center as Lessor may, in
the  exercise  of  sound  business  judgment,  deem  to  be  appropriate.
3.     TERM.
     3.1     TERM.  The  Commencement Date, Expiration Date and Original Term of
this  Lease  are  as  specified  in  Paragraph  1.3.
     3.2     EARLY  POSSESSION.  If  an  Early  Possession  Date is specified in
Paragraph 1.4 and if Lessee totally or partially occupies the Premises after the
Early  Possession Date but prior to the Commencement Date, the obligation to pay
Base  Rent  shall  be  abated  for the period of such early occupancy. All other
terms of this Lease, however, (including, but not limited to, the obligations to
pay  Lessee's Share of Common Area Operating Expenses and to carry the insurance
required  by  Paragraph 8) shall be in effect during such period. Any such early
possession  shall  not  affect  nor  advance the Expiration Date of the Original
Term.
4.     RENT.
     4.1     BASE RENT. Lessee shall pay Base Rent and other rent or charges, as
the  same  may  be  adjusted from time to time, to Lessor in lawful money of the
United  States, without offset or deduction, on or before the day on which it is
due  under the terms of this Lease. Base Rent and all other rent and charges for
any period during the term hereof which is for less than one full month shall be
prorated  based upon the actual number of days of the month involved. Payment of
Base Rent and other charges shall be made to Lessor at its address stated herein
or  to  such other persons or at such other addresses as Lessor may from time to
time  designate  in  writing  to  Lessee.

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                               MULTI-TENANT GROSS
1993-AMERICAN INDUSTRIAL           PAGE 2 OF 13    REVISED     FORM MTG-1-6/93E.
REAL ESTATE ASSOCIATION


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     4.2     COMMON  AREA  OPERATING EXPENSES. Lessee shall pay to Lessor during
the  term  hereof, in addition to the Base Rent, Lessee's Share (as specified in
Paragraph 1.6(b)) of all Common Area Operating Expenses, as hereinafter defined,
during  each  calendar  year  of  the term of this Lease, in accordance with the
following  provisions:
          (a) "COMMON AREA OPERATING EXPENSES" are defined, for purposes of this
Lease,  as  all costs incurred by Lessor relating to the ownership and operation
of  the  Industrial  Center,  including,  but  not  limited  to,  the following:
               (i)  The  operation, repair and maintenance, in neat, clean, good
order  and  condition,  of  the  following:
                    (aa)  The Common Areas, including parking areas, loading and
unloading  areas,  trash  areas,  roadways,  sidewalks,  walkways,  parkways,
driveways,  landscaped areas, striping, bumpers, irrigation systems, Common Area
lighting  facilities,  fences  and  gates,  elevators  and  roof.
                    (bb)  Exterior  signs  and  any  tenant  directories.
                    (cc)  Fire  detection  and  sprinkler  systems.
               (ii) The cost of water, gas, electricity and telephone to service
the  Common  Areas.
               (iii)  Trash  disposal, property management and security services
and  the  costs  of  any  environmental  inspections.
               (iv)  Reserves  set  aside  for  maintenance and repair of Common
Areas.
               (v)  Any  increase above the Base Real Property Taxes (as defined
in  Paragraph  10.2(b))  for  the  Building  and  the  Common  Areas.
               (vi) Any "Insurance Cost Increase" (as defined in Paragraph 8.1).
               (vii) The cost of insurance carried by Lessor with respect to the
Common  Areas.
               (viii)  Any  deductible portion of an insured loss concerning the
Building  or  the  Common  Areas.
               (ix)  Any other services to be provided by Lessor that are stated
elsewhere  in  this  Lease  to  be  a  Common  Area  Operating  Expense.
                    (b)  Any  Common  Area  Operating Expenses and Real Property
Taxes  that  are  specifically  attributable  to  the  Building  or to any other
building  in  the  Industrial Center or to the operation, repair and maintenance
thereof,  shall be allocated entirely to the Building or to such other building.
However, any Common Area Operating Expenses and Real Property Taxes that are not
specifically  attributable  to  the  Building or to any other building or to the
operation,  repair  and  maintenance  thereof,  shall  be equitably allocated by
Lessor  to  all  buildings  in  the  Industrial  Center.
                    (c)  The  inclusion  of  the  improvements,  facilities  and
services  set  forth  in  Subparagraph  4.2(a)  shall not be deemed to impose an
obligation  upon  Lessor  to  either  have said improvements or facilities or to
provide those services unless the Industrial Center already has the same, Lessor
already  provides  the services, or Lessor has agreed elsewhere in this Lease to
provide  the  same  or  some  of  them.
                    (d)  Lessee's  Share of Common Area Operating Expenses shall
be  payable by Lessee within ten (10) days after a reasonably detailed statement
of  actual  expenses  is  presented  to  Lessee  by  Lessor. At Lessor's option,
however,  an  amount  may  be  estimated by Lessor from time to time of Lessee's
Share  of  annual  Common  Area Operating Expenses and the same shall be payable
monthly  or quarterly, as Lessor shall designate, during each 12-month period of
the  Lease term, on the same day as the Base Rent is due hereunder. Lessor shall
deliver  to  Lessee within sixty (60) days after the expiration of each calendar
year a reasonably detailed statement showing Lessee's Share of the actual Common
Area Operating Expenses incurred during the preceding year. If Lessee's payments
under  this Paragraph 4.2(d) during said preceding year exceed Lessee's Share as
indicated  on  said  statement,  Lessee  shall  be  credited  the amount of such
overpayment  against  Lessee's  Share  of  Common  Area  Operating Expenses next
becoming  due.  If  Lessee's  payments  under  this Paragraph 4.2(d) during said
preceding  year  were  less  than Lessee's Share as indicated on said statement,
Lessee  shall  pay  to  Lessor the amount of the deficiency within ten (10) days
after  delivery  by  Lessor  to  Lessee  of  said  statement.
5.     SECURITY  DEPOSIT.  Lessee  shall  deposit  with  Lessor  upon  Lessee's
execution hereof the Security Deposit set forth in Paragraph 1.7 as security for
Lessee's  faithful  performance  of  Lessee's  obligations  under this Lease. If
Lessee  fails  to  pay  Base  Rent  or  other  rent or charges due hereunder, or
otherwise  Defaults  under this Lease (as defined in Paragraph 13.1), Lessor may
use, apply or retain all or any portion of said Security Deposit for the payment
of any amount due Lessor or to reimburse or compensate Lessor for any liability,
cost,  expense,  loss  or  damage  (including  attorneys' fees) which Lessor may
suffer  or incur by reason thereof. If Lessor uses or applies all or any portion
of  said  Security  Deposit,  Lessee  shall  within  ten (10) days after written
request therefore deposit monies with Lessor sufficient to restore said Security
Deposit  to  the  full  amount  required  by  this Lease. Any time the Base Rent
increases during the term of this Lease, Lessee shall, upon written request from
Lessor,  deposit  additional  monies  with Lessor as an addition to the Security
Deposit so that the total amount of the Security Deposit shall at all times bear
the  same  proportion  to  the  then  current  Base Rent as the initial Security
Deposit  bears to the initial Base Rent set forth in Paragraph 1.5. Lessor shall
not  be  required  to keep all or any part of the Security Deposit separate from
its  general accounts. Lessor shall, at the expiration or earlier termination of
the term hereof and after Lessee has vacated the Premises, return to Lessee (or,
at  Lessor's option, to the last assignee, if any, of Lessee's interest herein),
that  portion  of  the  Security  Deposit  not used or applied by Lessor. Unless
otherwise expressly agreed in writing by Lessor, no part of the Security Deposit
shall be considered to be held in trust, to bear interest or other increment for
its  use,  or  to  be  prepayment for any monies to be paid by Lessee under this
Lease.
6.     USE.
     6.1     PERMITTED  USE.
          (a)  Lessee  shall  use and occupy the Premises only for the Permitted
Use  set  forth  in  Paragraph  1.8,  or any other legal use which is reasonably
comparable thereto, and for no other purpose. Lessee shall not use or permit the
use  of  the Premises in a manner that is unlawful, creates waste or a nuisance,
or that disturbs owners and/or occupants of, or causes damage to the Premises or
neighboring  premises  or  properties.
          (b)  Lessor  hereby  agrees  to not unreasonably withhold or delay its
consent  to any written request by Lessee, Lessee's assignees or subtenants, and
by prospective assignees and subtenants of Lessee, its assignees and subtenants,
for  a  modification  of said Permitted Use, so long as the same will not impair
the  structural integrity of the improvements on the Premises or in the Building
or  the mechanical or electrical systems therein, does not conflict with uses by
other  lessees,  is  not  significantly  more  burdensome to the Premises or the
Building  and the improvements thereon, and is otherwise permissible pursuant to
this Paragraph 6. If Lessor elects to withhold such consent, Lessor shall within
five  (5)  business days after such request give a written notification of same,
which  notice  shall include an explanation of Lessor's reasonable objections to
the  change  in  use.
     6.2     HAZARDOUS  SUBSTANCES.
          (a) REPORTABLE USES REQUIRE CONSENT. The term "HAZARDOUS SUBSTANCE" as
used  in  this  Lease  shall  mean any product, substance, chemical, material or
waste  whose  presence,  nature,  quantity  and/or  intensity of existence, use,
manufacture,  disposal,  transportation,  spill,  release  or  effect, either by
itself or in combination with other materials expected to be on the Premises, is
either:  (i)  potentially injurious to the public health, safety or welfare, the
environment,  or  the  Premises; (ii) regulated or monitored by any governmental
authority;  or  (iii)  a  basis  for  potential  liability  of  Lessor  to  any
governmental  agency  or  third party under any applicable statute or common law
theory.  Hazardous Substance shall include, but not be limited to, hydrocarbons,
petroleum,  gasoline,  crude  oil or any products or by-products thereof. Lessee
shall  not  engage  in any activity in or about the Premises which constitutes a
Reportable  Use  (as  hereinafter  defined)  of Hazardous Substances without the
express  prior  written  consent of Lessor and compliance in a timely manner (at
Lessee's  sole cost and expense) with all Applicable Requirements (as defined in
Paragraph  6.3).  "REPORTABLE USE" shall mean (i) the installation or use of any
above  or  below  ground storage tank, (ii) the generation, possession, storage,
use, transportation, or disposal of a Hazardous Substance that requires a permit
from,  or  with respect to which a report, notice, registration or business plan
is required to be filed with, any governmental authority, and (iii) the presence
in,  on or about the Premises of a Hazardous Substance with respect to which any
Applicable  Laws require that a notice be given to persons entering or occupying
the  Premises  or  neighboring properties. Notwithstanding the foregoing, Lessee
may, without Lessor's prior consent, but upon notice to Lessor and in compliance
with  all  Applicable  Requirements,  use  any  ordinary and customary materials
reasonably  required  to be used by Lessee in the normal course of the Permitted
Use,  so  long  as  such  use  is  not  a Reportable Use and does not expose the
Premises,  or  neighboring properties to any meaningful risk of contamination or
damage  or expose Lessor to any liability therefor. In addition, Lessor may (but
without  any obligation to do so) condition its consent to any Reportable Use of
any  Hazardous  Substance  by Lessee upon Lessee's giving Lessor such additional
assurances  as  Lessor, in its reasonable discretion, deems necessary to protect
itself,  the  public,  the  Premises  and  the  environment  against  damage,
contamination  or  injury  and/or liability therefor, including, but not limited
to,  the  installation  (and,  at  Lessor's  option,  removal on or before Lease
expiration  or  earlier  termination)  of  reasonably  necessary  protective
modifications  to the Premises (such as concrete encasements) and/or the deposit
of  an  additional  Security  Deposit  under  Paragraph  5  hereof.
          (b) DUTY TO INFORM LESSOR. If Lessee knows, or has reasonable cause to
believe,  that  a  Hazardous  Substance  has come to be located in, on, under or
about  the  Premises  or  the Building, other than as previously consented to by
Lessor,  Lessee  shall  immediately give Lessor written notice thereof, together
with a copy of any statement, report, notice, registration, application, permit,
business plan, license, claim, action, or proceeding given to, or received from,
any  governmental  authority  or  private  party concerning the presence, spill,
release,  discharge  of, or exposure to, such Hazardous Substance including, but
not  limited  to,  all  such  documents as may be involved in any Reportable Use
involving the Premises. Lessee shall not cause or permit any Hazardous Substance
to  be  spilled  or  released  in,  on,  under or about the Premises (including,
without  limitation,  through  the  plumbing  or  sanitary  sewer  system).

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1993-AMERICAN INDUSTRIAL           PAGE 3 OF 13    REVISED    FORM MTG-1-6/93E.
REAL ESTATE ASSOCIATION


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          (c)  INDEMNIFICATION. Lessee shall indemnify, protect, defend and hold
Lessor,  its  agents,  employees,  lenders  and  ground  lessor, if any, and the
Premises, harmless from and against any and all damages, liabilities, judgments,
costs,  claims,  liens,  expenses, penalties, loss of permits and attorneys' and
consultants'  fees  arising  out of or involving any Hazardous Substance brought
onto the Premises by or for Lessee or by anyone under Lessee's control. Lessee's
obligations  under  this  Paragraph 6.2(c) shall include, but not be limited to,
the  effects  of  any  contamination  or  injury  to  person,  property  or  the
environment  created  or  suffered  by  Lessee,  and  the  cost of investigation
(including  consultants' and attorneys' fees and testing), removal, remediation,
restoration  and/or abatement thereof, or of any contamination therein involved,
and  shall  survive  the  expiration  or  earlier  termination of this Lease. No
termination, cancellation or release agreement entered into by Lessor and Lessee
shall  release  Lessee  from  its  obligations  under this Lease with respect to
Hazardous  Substances, unless specifically so agreed by Lessor in writing at the
time  of  such  agreement.
     6.3     LESSEE'S  COMPLIANCE  WITH  REQUIREMENTS. Lessee shall, at Lessee's
sole cost and expense, fully, diligently and in a timely manner, comply with all
"APPLICABLE  REQUIREMENTS,"  which  term is used in this Lease to mean all laws,
rules,  regulations,  ordinances,  directives,  covenants,  easements  and
restrictions  of  record,  permits,  the  requirements  of  any  applicable fire
insurance  underwriter  or  rating  bureau,  and the recommendations of Lessor's
engineers and/or consultants, relating in any manner to the Premises (including,
but  not  limited  to,  matters  pertaining  to  (i)  industrial  hygiene,  (ii)
environmental conditions on, in, under or about the Premises, including soil and
groundwater  conditions, and (iii) the use, generation, manufacture, production,
installation,  maintenance,  removal, transportation, storage, spill, or release
of  any  Hazardous  Substance),  now  in effect or which may hereafter come into
effect.  Lessee  shall,  within  five (5) days after receipt of Lessor's written
request, provide Lessor with copies of all documents and information, including,
but not limited to, permits, registrations, manifests, applications, reports and
certificates,  evidencing  Lessee's  compliance with any Applicable Requirements
specified  by  Lessor,  and  shall  immediately  upon  receipt, notify Lessor in
writing  (with  copies  of  any  documents involved) of any threatened or actual
claim, notice, citation, warning, complaint or report pertaining to or involving
failure  by  Lessee  or the Premises to comply with any Applicable Requirements.
     6.4     INSPECTION;  COMPLIANCE  WITH  LAW.  Lessor,  Lessor's  agents,
employees,  contractors  and  designated representatives, and the holders of any
mortgages,  deeds  of  trust  or ground leases on the Premises ("LENDERS") shall
have  the  right  to enter the Premises at any time in the case of an emergency,
and  otherwise  at reasonable times, for the purpose of inspecting the condition
of  the  Premises and for verifying compliance by Lessee with this Lease and all
Applicable  Requirements  (as  defined  in  Paragraph  6.3), and Lessor shall be
entitled  to employ experts and/or consultants in connection therewith to advise
Lessor  with  respect  to  Lessee's  activities,  including, but not limited to,
Lessee's  installation,  operation,  use, monitoring, maintenance, or removal of
any  Hazardous  Substance on or from the Premises. The costs and expenses of any
such inspections shall be paid by the party requesting same, unless a Default or
Breach  of  this  Lease by Lessee or a violation of Applicable Requirements or a
contamination,  caused or materially contributed to by Lessee, is found to exist
or  to  be  imminent,  or  unless  the  inspection  is requested or ordered by a
governmental  authority as the result of any such existing or imminent violation
or  contamination.  In  such case, Lessee shall upon request reimburse Lessor or
Lessor's  Lender,  as  the  case  may  be,  for  the  costs and expenses of such
inspections.
7.     MAINTENANCE,  REPAIRS,  UTILITY  INSTALLATIONS,  TRADE  FIXTURES  AND
ALTERATIONS.
     7.1     LESSEE'S  OBLIGATIONS.
          (a)  Subject  to  the  provisions  of  Paragraphs 2.2 (Condition), 2.3
(Compliance  with  Covenants,  Restrictions  and  Building  Code), 7.2 (Lessor's
Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at
Lessee's  sole  cost  and  expense and at all times, keep the Premises and every
part thereof in good order, condition and repair (whether or not such portion of
the  Premises  requiring  repair,  or  the  means  of  repairing  the  same, are
reasonably or readily accessible to Lessee, and whether or not the need for such
repairs  occurs  as a result of Lessee's use, any prior use, the elements or the
age of such portion of the Premises), including, without limiting the generality
of the foregoing, all equipment or facilities specifically serving the Premises,
such  as  plumbing, heating, air conditioning, ventilating, electrical, lighting
facilities, boilers, fired or unfired pressure vessels, fire hose connections if
within  the  Premises,  fixtures,  interior walls, interior surfaces of exterior
walls,  ceilings,  floors,  windows,  doors,  plate  glass,  and  skylights, but
excluding any items which are the responsibility of Lessor pursuant to Paragraph
7.2  below. Lessee, in keeping the Premises in good order, condition and repair,
shall  exercise  and  perform  good  maintenance practices. Lessee's obligations
shall  include restorations, replacements or renewals when necessary to keep the
Premises and all improvements thereon or a part thereof in good order, condition
and  state  of  repair.
          (b)  Lessee  shall,  at  Lessee's  sole  cost and expense, procure and
maintain  a contract, with copies to Lessor, in customary form and substance for
and  with  a  contractor  specializing  and  experienced  in  the  inspection,
maintenance  and service of the heating, air conditioning and ventilation system
for  the Premises. However, Lessor reserves the right, upon notice to Lessee, to
procure  and  maintain  the  contract  for  the  heating,  air  conditioning and
ventilating  systems,  and  if  Lessor so elects, Lessee shall reimburse Lessor,
upon  demand,  for  the  cost  thereof.
          (c)  If  Lessee  fails  to  perform  Lessee's  obligations  under this
Paragraph  7.1,  Lessor  may  enter upon the Premises after ten (10) days' prior
written  notice  to Lessee (except in the case of an emergency, in which case no
notice  shall be required), perform such obligations on Lessee's behalf, and put
the  Premises  in good order, condition and repair, in accordance with Paragraph
13.2  below.
     7.2     LESSOR'S  OBLIGATIONS.  Subject to the provisions of Paragraphs 2.2
(Condition),  2.3  (Compliance  with Covenants, Restrictions and Building Code),
4.2  (Common  Area  Operating  Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9
(Damage  or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement
pursuant  to  Paragraph  4.2, shall keep in good order, condition and repair the
foundations,  exterior  walls,  structural  condition of interior bearing walls,
exterior  roof,  fire  sprinkler  and/or  standpipe  and hose (if located in the
Common  Areas) or other automatic fire extinguishing system including fire alarm
and/or  smoke  detection  systems  and  equipment,  fire hydrants, parking lots,
walkways,  parkways,  driveways,  landscaping, fences, signs and utility systems
serving  the  Common  Areas  and  all  parts  thereof,  as well as providing the
services  for  which  there  is  a  Common  Area  Operating  Expense pursuant to
Paragraph  4.2.  Lessor shall not be obligated to paint the exterior or interior
surfaces  of exterior walls nor shall Lessor be obligated to maintain, repair or
replace  windows,  doors or plate glass of the Premises. Lessee expressly waives
the  benefit  of  any  statute  now or hereafter in effect which would otherwise
afford Lessee the right to make repairs at Lessor's expense or to terminate this
Lease  because  of  Lessor's  failure to keep the Building, Industrial Center or
Common  Areas  in  good  order,  condition  and  repair.
     7.3     UTILITY  INSTALLATIONS,  TRADE  FIXTURES,  ALTERATIONS.
          (a) DEFINITIONS; CONSENT REQUIRED. The term "UTILITY INSTALLATIONS" is
used  in  this  Lease  to  refer  to  all  air  lines,  power panels, electrical
distribution,  security,  fire  protection  systems,  communications  systems,
lighting  fixtures,  heating,  ventilating  and  air  conditioning  equipment,
plumbing,  and  fencing  in, on or about the Premises. The term "TRADE FIXTURES"
shall  mean  Lessee's machinery and equipment which can be removed without doing
material  damage  to  the  Premises.  The  term  "ALTERATIONS"  shall  mean  any
modification  of  the  improvements on the Premises which are provided by Lessor
under  the  terms  of  this  Lease,  other  than  Utility Installations or Trade
Fixtures. "LESSEE-OWNED ALTERATIONS AND/OR UTILITY INSTALLATIONS" are defined as
Alterations  and/or  Utility Installations made by Lessee that are not yet owned
by  Lessor  pursuant  to Paragraph 7.4(a). Lessee shall not make nor cause to be
made  any  Alterations  or  Utility  Installations  in,  on,  under or about the
Premises  without  Lessor's  prior  written  consent.  Lessee may, however, make
non-structural  Utility Installations to the interior of the Premises (excluding
the  roof)  without  Lessor's consent but upon notice to Lessor, so long as they
are  not  visible  from  the outside of the Premises, do not involve puncturing,
relocating  or  removing  the  roof  or  any  existing  walls,  or  changing  or
interfering with the fire sprinkler or fire detection systems and the cumulative
cost  thereof  during  the  term  of  this  Lease  as  extended  does not exceed
$2,500.00.
          (b)  CONSENT.  Any  Alterations  or  Utility Installations that Lessee
shall  desire  to  make  and  which  require  the consent of the Lessor shall be
presented  to  Lessor in written form with detailed plans. All consents given by
Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific consent,
shall  be deemed conditioned upon: (i) Lessee's acquiring all applicable permits
required  by  governmental  authorities;  (ii)  the furnishing of copies of such
permits  together with a copy of the plans and specifications for the Alteration
or Utility Installation to Lessor prior to commencement of the work thereon; and
(iii)  the  compliance by Lessee with all conditions of said permits in a prompt
and  expeditious  manner.  Any  Alterations  or  Utility Installations by Lessee
during  the  term  of this Lease shall be done in a good and workmanlike manner,
with  good  and  sufficient  materials, and be in compliance with all Applicable
Requirements.  Lessee shall promptly upon completion thereof furnish Lessor with
as-built  plans  and specifications therefor. Lessor may (but without obligation
to  do  so)  condition  its  consent  to  any  requested  Alteration  or Utility
Installation  that costs $2,500.00 or more upon Lessee's providing Lessor with a
lien  and  completion  bond  in  an  amount  equal to one and one-half times the
estimated  cost  of  such  Alteration  or  Utility  Installation.
          (c) LIEN PROTECTION. Lessee shall pay when due all claims for labor or
materials furnished or alleged to have been furnished to or for Lessee at or for
use  on  the  Premises,  which claims are or may be secured by any mechanic's or
material  men's  lien against the Premises or any interest therein. Lessee shall
give Lessor not less than ten (10) days' notice prior to the commencement of any
work  in,  on,  or  about  the Premises, and Lessor shall have the right to post
notices  of  non-responsibility  in  or  on  the Premises as provided by law. If
Lessee  shall,  in  good  faith, contest the validity of any such lien, claim or
demand,  then  Lessee  shall,  at  its  sole expense, defend and protect itself,
Lessor  and  the  Premises  against  the same and shall pay and satisfy any such
adverse  judgment  that  may  be rendered thereon before the enforcement thereof
against  the  Lessor  or  the  Premises.  If  Lessor shall require, Lessee shall
furnish  to  Lessor  a surety bond satisfactory to Lessor, in an amount equal to
one  and  one-half  times  the  amount  of  such contested lien claim or demand,
indemnifying  Lessor  against liability for the same, as required by law for the
holding of the Premises free from the effect of such lien or claim. In addition,
Lessor  may  require  Lessee  to  pay  Lessor's  attorneys'  fees  and  costs in
participating  in  such action if Lessor shall decide it is to its best interest
to  do  so.

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1993-AMERICAN INDUSTRIAL           PAGE 4 OF 13    REVISED    FORM MTG-1-6/93E.
REAL ESTATE ASSOCIATION


<PAGE>
     7.4     OWNERSHIP,  REMOVAL,  SURRENDER,  AND  RESTORATION.
          (a)  OWNERSHIP. Subject to Lessor's right to require their removal and
to  cause  Lessee  to  become  the owner thereof as hereinafter provided in this
Paragraph 7.4, all Alterations and Utility Installations made to the Premises by
Lessee  shall  be  the property of and owned by Lessee, but considered a part of
the  Premises.  Lessor  may,  at any time and at its option, elect in writing to
Lessee  to  be  the  owner  of  all  or  any  specified part of the Lessee-Owned
Alterations  and  Utility  Installations.  Unless  otherwise  instructed  per
Subparagraph  7.4(b)  hereof,  all  Lessee-Owned  Alterations  and  Utility
Installations  shall,  at  the  expiration or earlier termination of this Lease,
become  the  property  of Lessor and remain upon the Premises and be surrendered
with  the  Premises  by  Lessee.
          (b)  REMOVAL.  Unless  otherwise agreed in writing, Lessor may require
that  any or all Lessee-Owned Alterations or Utility Installations be removed by
the  expiration or earlier termination of this Lease, notwithstanding that their
installation  may  have  been  consented  to  by  Lessor. Lessor may require the
removal  at  any  time  of  all  or  any  part  of  any  Alterations  or Utility
Installations  made  without  the  required  consent  of  Lessor.
          (c)  SURRENDER/RESTORATION. Lessee shall surrender the Premises by the
end of the last day of the Lease term or any earlier termination date, clean and
free  of  debris  and  in  good  operating order, condition and state of repair,
ordinary  wear  and  tear excepted. Ordinary wear and tear shall not include any
damage  or  deterioration  that  would  have  been prevented by good maintenance
practice or by Lessee performing all of its obligations under this Lease. Except
as  otherwise  agreed  or  specified herein, the Premises, as surrendered, shall
include  the  Alterations  and  Utility  Installations. The obligation of Lessee
shall  include  the  repair  of  any  damage  occasioned  by  the  installation,
maintenance  or  removal of Lessee's Trade Fixtures, furnishings, equipment, and
Lessee-Owned  Alterations  and  Utility Installations, as well as the removal of
any  storage  tank  installed by or for Lessee, and the removal, replacement, or
remediation of any soil, material or ground water contaminated by Lessee, all as
may  then  be required by Applicable Requirements and/or good practice. Lessee's
Trade  Fixtures  shall  remain  the  property  of Lessee and shall be removed by
Lessee  subject  to  its  obligation to repair and restore the Premises per this
Lease.
8.     INSURANCE;  INDEMNITY.
     8.1     PAYMENT  OF  PREMIUM  INCREASES.
          (a)  As  used herein, the term "INSURANCE COST INCREASE" is defined as
any  increase in the actual cost of the insurance applicable to the Building and
required  to  be  carried  by  Lessor  pursuant to Paragraphs 8.2(b), 8.3(a) and
8.3(b),  ("REQUIRED INSURANCE"), over and above the Base Premium, as hereinafter
defined, calculated on an annual basis. "Insurance Cost Increase" shall include,
but not be limited to, requirements of the holder of a mortgage or deed of trust
covering  the  Premises,  increased  valuation of the Premises, and/or a general
premium  rate  increase.  The term "Insurance Cost Increase" shall not, however,
include  any premium increases resulting from the nature of the occupancy of any
other lessee of the Building. If the Parties insert a dollar amount in Paragraph
1.9,  such amount shall be considered the "BASE PREMIUM." If a dollar amount has
not  been  inserted  in  Paragraph  1.9  and if the Building has been previously
occupied  during  the  twelve  (12)  month  period  immediately  preceding  the
Commencement  Date, the "Base Premium" shall be the annual premium applicable to
such  twelve  (12)  month  period. If the Building was not fully occupied during
such  twelve  (12)  month  period, the "Base Premium" shall be the lowest annual
premium  reasonably obtainable for the Required Insurance as of the Commencement
Date,  assuming  the  most  nominal  use  possible of the Building. In no event,
however,  shall  Lessee  be  responsible  for  any  portion  of the premium cost
attributable  to  liability  insurance coverage in excess of $1,000,000 procured
under  Paragraph  8.2(b).
          (b) Lessee shall pay any Insurance Cost Increase to Lessor pursuant to
Paragraph  4.2.  Premiums  for  policy periods commencing prior to, or extending
beyond,  the  term  of  this  Lease  shall  be  prorated  to  coincide  with the
corresponding  Commencement  Date  or  Expiration  Date.
     8.2     LIABILITY  INSURANCE.
          (a)  CARRIED  BY  LESSEE. Lessee shall obtain and keep in force during
the  term  of  this  Lease  a  Commercial  General Liability policy of insurance
protecting  Lessee,  Lessor  and any Lender(s) whose names have been provided to
Lessee  in  writing  (as  additional  insured) against claims for bodily injury,
personal  injury and property damage based upon, involving or arising out of the
ownership,  use,  occupancy  or  maintenance  of  the  Premises  and  all  areas
appurtenant  thereto.  Such  insurance shall be on an occurrence basis providing
single  limit coverage in an amount not less than $1,000,000 per occurrence with
an  "Additional Insured-Managers or Lessors of Premises" endorsement and contain
the  "Amendment  of  the  Pollution  Exclusion" endorsement for damage caused by
heat,  smoke  or  fumes  from  a  hostile fire. The policy shall not contain any
intra-insured  exclusions as between insured persons or organizations, but shall
include coverage for liability assumed under this Lease as an "INSURED CONTRACT"
for  the  performance  of  Lessee's  indemnity obligations under this Lease. The
limits  of  said  insurance required by this Lease or as carried by Lessee shall
not, however, limit the liability of Lessee nor relieve Lessee of any obligation
hereunder.  All  insurance  to  be carried by Lessee shall be primary to and not
contributory with any similar insurance carried by Lessor, whose insurance shall
be  considered  excess  insurance  only.
          (b)  CARRIED BY LESSOR. Lessor shall also maintain liability insurance
described  in  Paragraph  8.2(a)  above,  in addition to and not in lieu of, the
insurance  required  to be maintained by Lessee. Lessee shall not be named as an
additional  insured  therein.
     8.3     PROPERTY  INSURANCE  -  BUILDING,  IMPROVEMENTS  AND  RENTAL VALUE.
          (a)  BUILDING  AND IMPROVEMENTS. Lessor shall obtain and keep in force
during  the  term of this Lease a policy or policies in the name of Lessor, with
loss  payable to Lessor and to any Lender(s), insuring against loss or damage to
the  Premises.  Such  insurance  shall be for full replacement cost, as the same
shall  exist  from time to time, or the amount required by any Lender(s), but in
no  event  more  than  the commercially reasonable and available insurable value
thereof  if, by reason of the unique nature or age of the improvements involved,
such  latter amount is less than full replacement cost. Lessee-Owned Alterations
and  Utility  Installations, Trade Fixtures and Lessee's personal property shall
be insured by Lessee pursuant to Paragraph 8.4. If the coverage is available and
commercially  appropriate,  Lessor's policy or policies shall insure against all
risks  of  direct  physical  loss  or  damage (except the perils of flood and/or
earthquake  unless  required  by  a  Lender  or  included  in the Base Premium),
including  coverage  for  any additional costs resulting from debris removal and
reasonable  amounts  of  coverage  for  the  enforcement of any ordinance or law
regulating  the  reconstruction  or replacement of any undamaged sections of the
Building  required  to  be demolished or removed by reason of the enforcement of
any  building,  zoning, safety or land use laws as the result of a covered loss,
but  not  including  plate  glass  insurance. Said policy or policies shall also
contain an agreed valuation provision in lieu of any co-insurance clause, waiver
of subrogation, and inflation guard protection causing an increase in the annual
property  insurance  coverage  amount  by a factor of not less than the adjusted
U.S.  Department  of  Labor Consumer Price Index for All Urban Consumers for the
city  nearest  to  where  the  Premises  are  located.
          (b)  RENTAL  VALUE.  Lessor shall also obtain and keep in force during
the  term  of  this  Lease a policy or policies in the name of Lessor, with loss
payable  to  Lessor  and any Lender(s), insuring the loss of the full rental and
other  charges  payable  by  all  lessees of the Building to Lessor for one year
(including  all  Real Property Taxes, insurance costs, all Common Area Operating
Expenses and any scheduled rental increases). Said insurance may provide that in
the  event  the  Lease is terminated by reason of an insured loss, the period of
indemnity  for such coverage shall be extended beyond the date of the completion
of  repairs  or replacement of the Premises, to provide for one full year's loss
of  rental revenues from the date of any such loss. Said insurance shall contain
an agreed valuation provision in lieu of any co-insurance clause, and the amount
of  coverage  shall be adjusted annually to reflect the projected rental income,
Real  Property  Taxes,  insurance  premium  costs  and  other  expenses, if any,
otherwise  payable, for the next 12-month period. Common Area Operating Expenses
shall  include  any  deductible  amount  in  the  event  of  such  loss.
          (c)  ADJACENT  PREMISES.  Lessee  shall  pay  for  any increase in the
premiums  for the property insurance of the Building and for the Common Areas or
other  buildings in the Industrial Center if said increase is caused by Lessee's
acts,  omissions,  use  or  occupancy  of  the  Premises.
          (d)  LESSEE'S IMPROVEMENTS. Since Lessor is the Insuring Party, Lessor
shall  not  be  required  to  insure  Lessee-Owned  Alterations  and  Utility
Installations  unless  the  item  in  question has become the property of Lessor
under  the  terms  of  this  Lease.
     8.4     LESSEE'S  PROPERTY  INSURANCE.  Subject  to  the  requirements  of
Paragraph  8.5,  Lessee  at  its  cost  shall  either  by separate policy or, at
Lessor's  option, by endorsement to a policy already carried, maintain insurance
coverage  on  all of Lessee's personal property, Trade Fixtures and Lessee-Owned
Alterations  and  Utility Installations in, on, or about the Premises similar in
coverage to that carried by Lessor as the Insuring Party under Paragraph 8.3(a).
Such  insurance shall be full replacement cost coverage with a deductible not to
exceed $1,000 per occurrence. The proceeds from any such insurance shall be used
by  Lessee for the replacement of personal property and the restoration of Trade
Fixtures  and  Lessee-Owned  Alterations and Utility Installations. Upon request
from  Lessor,  Lessee  shall  provide  Lessor  with  written  evidence that such
insurance  is  in  force.
     8.5     INSURANCE  POLICIES.  Insurance  required  hereunder  shall  be  in
companies duly licensed to transact business in the state where the Premises are
located, and maintaining during the policy term a "General Policyholders Rating"
of  at  least B+, V, or such other rating as may be required by a Lender, as set
forth in the most current issue of "Best's Insurance Guide." Lessee shall not do
or  permit  to  be  done  anything which shall invalidate the insurance policies
referred  to  in this Paragraph 8. Lessee shall cause to be delivered to Lessor,
within  seven  (7)  days  after  the earlier of the Early Possession Date or the
Commencement Date, certified copies of, or certificates evidencing the existence
and  amounts of, the insurance required under Paragraphs 8.2(a) and 8.4. No such
policy  shall  be cancelable or subject to modification except after thirty (30)
days'  prior  written  notice  to Lessor. Lessee shall at least thirty (30) days
prior  to  the  expiration  of  such  policies,  furnish Lessor with evidence of
renewals  or "insurance binders" evidencing renewal thereof, or Lessor may order
such  insurance  and  charge  the  cost thereof to Lessee, which amount shall be
payable  by  Lessee  to  Lessor  upon  demand.

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                               MULTI-TENANT GROSS
1993-AMERICAN INDUSTRIAL           PAGE 5 OF 13     REVISED   FORM MTG-1-6/93E.
REAL ESTATE ASSOCIATION


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     8.6     WAIVER  OF  SUBROGATION.  Without  affecting  any  other  rights or
remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their  entire  right to recover damages (whether in contract or in tort) against
the  other,  for  loss or damage to their property arising out of or incident to
the  perils required to be insured against under Paragraph 8. The effect of such
releases and waivers of the right to recover damages shall not be limited by the
amount  of  insurance  carried  or  required,  or  by any deductibles applicable
thereto.  Lessor  and  Lessee agree to have their respective insurance companies
issuing  property  damage  insurance  waive  any  right to subrogation that such
companies  may have against Lessor or Lessee, as the case may be, so long as the
insurance  is  not  invalidated  thereby.
     8.7     INDEMNITY.  Except for Lessor's negligence and/or breach of express
warranties,  Lessee  shall  indemnify,  protect,  defend  and  hold harmless the
Premises,  Lessor and its agents, Lessor's master or ground lessor, partners and
Lenders,  from  and  against  any  and all claims, loss of rents and/or damages,
costs, liens, judgments, penalties, loss of permits, attorneys' and consultants'
fees,  expenses  and/or  liabilities arising out of, involving, or in connection
with, the occupancy of the Premises by Lessee, the conduct of Lessee's business,
any  act,  omission  or neglect of Lessee, its agents, contractors, employees or
invitees,  and  out  of  any Default or Breach by Lessee in the performance in a
timely  manner  of  any  obligation  on Lessee's part to be performed under this
Lease.  The  foregoing  shall  include,  but  not  be limited to, the defense or
pursuit  of  any claim or any action or proceeding involved therein, and whether
or  not  (in the case of claims made against Lessor) litigated and/or reduced to
judgment.  In  case any action or proceeding be brought against Lessor by reason
of  any  of the foregoing matters, Lessee, upon notice from Lessor, shall defend
the  same  at  Lessee's expense by counsel reasonably satisfactory to Lessor and
Lessor  shall  cooperate with Lessee in such defense. Lessor need not have first
paid  any  such  claim  in  order  to  be  so  indemnified.
     8.8     EXEMPTION  OF LESSOR FROM LIABILITY. Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee,  Lessee's  employees,  contractors,  invitees,  customers,  or any other
person  in  or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage,  obstruction  or  other  defects  of  pipes,  fire  sprinklers,  wires,
appliances,  plumbing,  air conditioning or lighting fixtures, or from any other
cause,  whether  said  injury or damage results from conditions arising upon the
Premises  or  upon  other  portions  of the Building of which the Premises are a
part,  from other sources or places, and regardless of whether the cause of such
damage or injury or the means of repairing the same is accessible or not. Lessor
shall not be liable for any damages arising from any act or neglect of any other
lessee of Lessor nor from the failure by Lessor to enforce the provisions of any
other  lease  in  the  Industrial Center. Notwithstanding Lessor's negligence or
breach  of  this Lease, Lessor shall under no circumstances be liable for injury
to  Lessee's  business  or  for  any  loss  of  income  or  profit  therefrom.
9.     DAMAGE  OR  DESTRUCTION.
     9.1     DEFINITIONS.
          (a)  "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to the
Premises,  other  than  Lessee-Owned  Alterations and Utility Installations, the
repair  cost  of which damage or destruction is less than fifty percent (50%) of
the  then  Replacement  Cost  (as  defined  in Paragraph 9.1(d)) of the Premises
(excluding  Lessee-Owned  Alterations  and  Utility  Installations  and  Trade
Fixtures)  immediately  prior  to  such  damage  or  destruction.
          (b)  "PREMISES  TOTAL DESTRUCTION" shall mean damage or destruction to
the Premises, other than Lessee-Owned Alterations and Utility Installations, the
repair cost of which damage or destruction is fifty percent (50%) or more of the
then  Replacement  Cost  of the Premises (excluding Lessee-Owned Alterations and
Utility  Installations  and  Trade Fixtures) immediately prior to such damage or
destruction.  In  addition,  damage  or  destruction to the Building, other than
Lessee-Owned  Alterations  and  Utility  Installations and Trade Fixtures of any
lessees  of  the  Building,  the  cost  of  which damage or destruction is fifty
percent  (50%)  or  more  of  the  then Replacement Cost (excluding Lessee-Owned
Alterations  and  Utility Installations and Trade Fixtures of any lessees of the
Building)  of  the  Building  shall,  at  the  option of Lessor, be deemed to be
Premises  Total  Destruction.
          (c)  "INSURED  LOSS" shall mean damage or destruction to the Premises,
other  than  Lessee-Owned  Alterations  and  Utility  Installations  and  Trade
Fixtures,  which  was caused by an event required to be covered by the insurance
described in Paragraph 8.3(a) irrespective of any deductible amounts or coverage
limits  involved.
          (d)  "REPLACEMENT  COST"  shall mean the cost to repair or rebuild the
improvements  owned  by  Lessor at the time of the occurrence to their condition
existing  immediately  prior  thereto,  including demolition, debris removal and
upgrading  required by the operation of applicable building codes, ordinances or
laws,  and  without  deduction  for  depreciation.
          (e)  "HAZARDOUS  SUBSTANCE  CONDITION"  shall  mean  the occurrence or
discovery  of  a  condition  involving the presence of, or a contamination by, a
Hazardous  Substance  as  defined  in  Paragraph  6.2(a),  in,  on, or under the
Premises.
     9.2     PREMISES  PARTIAL DAMAGE - INSURED LOSS. If Premises Partial Damage
that  is  an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair
such  damage  (but  not  Lessee's Trade Fixtures or Lessee-Owned Alterations and
Utility  Installations)  as  soon  as  reasonably  possible and this Lease shall
continue  in  full  force  and  effect.  In  the event, however, that there is a
shortage  of  insurance  proceeds  and such shortage is due to the fact that, by
reason  of  the  unique  nature  of  the  improvements  in  the  Premises,  full
replacement  cost  insurance  coverage  was  not  commercially  reasonable  and
available,  Lessor shall have no obligation to pay for the shortage in insurance
proceeds  or  to  fully restore the unique aspects of the Premises unless Lessee
provides  Lessor  with  the  funds to cover same, or adequate assurance thereof,
within  ten  (10)  days following receipt of written notice of such shortage and
request  therefor.  If  Lessor receives said funds or adequate assurance thereof
within  said  ten  (10)  day  period,  Lessor  shall  complete  them  as soon as
reasonably  possible  and  this  Lease shall remain in full force and effect. If
Lessor  does  not receive such funds or assurance within said period, Lessor may
nevertheless  elect  by written notice to Lessee within ten (10) days thereafter
to  make  such  restoration and repair as is commercially reasonable with Lessor
paying  any  shortage in proceeds, in which case this Lease shall remain in full
force and effect. If Lessor does not receive such funds or assurance within such
ten (10) day period, and if Lessor does not so elect to restore and repair, then
this  Lease  shall  terminate  sixty  (60)  days following the occurrence of the
damage  or  destruction.  Unless otherwise agreed, Lessee shall in no event have
any  right  to  reimbursement from Lessor for any funds contributed by Lessee to
repair  any  such damage or destruction. Premises Partial Damage due to flood or
earthquake  shall  be  subject  to  Paragraph  9.3  rather  than  Paragraph 9.2,
notwithstanding  that there may be some insurance coverage, but the net proceeds
of  any such insurance shall be made available for the repairs if made by either
Party.
     9.3     PARTIAL DAMAGE - UNINSURED LOSS. If Premises Partial Damage that is
not  an  Insured  Loss  occurs,  unless  caused by a negligent or willful act of
Lessee  (in  which  event  Lessee shall make the repairs at Lessee's expense and
this  Lease  shall  continue  in full force and effect), Lessor may, at Lessor's
option, either (i) repair such damage as soon as reasonably possible at Lessor's
expense,  in  which event this Lease shall continue in full force and effect, or
(ii)  give  written  notice  to  Lessee within thirty (30) days after receipt by
Lessor  of  knowledge  of  the  occurrence  of such damage of Lessor's desire to
terminate  this  Lease as of the date sixty (60) days following the date of such
notice.  In the event Lessor elects to give such notice of Lessor's intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt  of  such notice to give written notice to Lessor of Lessee's commitment
to  pay  for  the  repair of such damage totally at Lessee's expense and without
reimbursement  from  Lessor. Lessee shall provide Lessor with the required funds
or  satisfactory  assurance  thereof  within  thirty  (30)  days  following such
commitment  from  Lessee.  In such event this Lease shall continue in full force
and  effect, and Lessor shall proceed to make such repairs as soon as reasonably
possible  after  the  required funds are available. If Lessee does not give such
notice  and  provide  the  funds or assurance thereof within the times specified
above, this Lease shall terminate as of the date specified in Lessor's notice of
termination.
     9.4     TOTAL  DESTRUCTION.  Notwithstanding any other provision hereof, if
Premises  Total  Destruction  occurs  (including any destruction required by any
authorized  public  authority),  this  Lease  shall  terminate  sixty  (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee.  In  the  event,  however,  that the damage or destruction was caused by
Lessee,  Lessor  shall  have  the  right to recover Lessor's damages from Lessee
except  as  released  and  waived  in  Paragraph  9.7.
     9.5     DAMAGE  NEAR  END  OF  TERM. If at any time during the last six (6)
months  of  the  term of this Lease there is damage for which the cost to repair
exceeds  one  month's  Base Rent, whether or not an Insured Loss, Lessor may, at
Lessor's  option,  terminate  this Lease effective sixty (60) days following the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election  to  do so within thirty (30) days after the date of occurrence of such
damage.  Provided,  however, if Lessee at that time has an exercisable option to
extend  this  Lease  or  to purchase the Premises, then Lessee may preserve this
Lease  by (a) exercising such option, and (b) providing Lessor with any shortage
in insurance proceeds (or adequate assurance thereof) needed to make the repairs
on  or  before the earlier of (i) the date which is ten (10) days after Lessee's
receipt  of  Lessor's written notice purporting to terminate this Lease, or (ii)
the  day  prior  to  the  date  upon  which  such option expires. If Lessee duly
exercises  such  option  during  such  period and provides Lessor with funds (or
adequate  assurance thereof) to cover any shortage in insurance proceeds, Lessor
shall,  at  Lessor's  expense, repair such damage as soon as reasonably possible
and  this  Lease  shall  continue  in  full force and effect. If Lessee fails to
exercise  such  option  and  provide such funds or assurance during such period,
then  this  Lease shall terminate as of the date set forth in the first sentence
of  this  Paragraph  9.5.
     9.6     ABATEMENT  OF  RENT;  LESSEE'S  REMEDIES.

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          (a)  In  the  event  of  (i) Premises Partial Damage or (ii) Hazardous
Substance  Condition for which Lessee is not legally responsible, the Base Rent,
Common  Area  Operating  Expenses  and  other charges, if any, payable by Lessee
hereunder  for  the  period  during  which such damage or condition, its repair,
remediation  or  restoration  continues,  shall  be  abated in proportion to the
degree  to  which Lessee's use of the Premises is impaired, but not in excess of
proceeds  from  insurance  required to be carried under Paragraph 8.3(b). Except
for abatement of Base Rent, Common Area Operating Expenses and other charges, if
any,  as aforesaid, all other obligations of Lessee hereunder shall be performed
by Lessee, and Lessee shall have no claim against Lessor for any damage suffered
by  reason  of any such damage, destruction, repair, remediation or restoration.
          (b)  If  Lessor  shall  be obligated to repair or restore the Premises
under  the  provisions  of  this  Paragraph  9  and  shall  not  commence,  in a
substantial and meaningful way, the repair or restoration of the Premises within
ninety  (90)  days  after  such obligation shall accrue, Lessee may, at any time
prior  to the commencement of such repair or restoration, give written notice to
Lessor and to any Lenders of which Lessee has actual notice of Lessee's election
to  terminate  this  Lease on a date not less than sixty (60) days following the
giving  of  such  notice. If Lessee gives such notice to Lessor and such Lenders
and  such  repair  or restoration is not commenced within thirty (30) days after
receipt  of  such notice, this Lease shall terminate as of the date specified in
said  notice.  If  Lessor or a Lender commences the repair or restoration of the
Premises  within  thirty  (30) days after the receipt of such notice, this Lease
shall  continue  in  full force and effect. "COMMENCE" as used in this Paragraph
9.6  shall mean either the unconditional authorization of the preparation of the
required  plans,  or the beginning of the actual work on the Premises, whichever
occurs  first.
     9.7     HAZARDOUS  SUBSTANCE CONDITIONS. If a Hazardous Substance Condition
occurs,  unless  Lessee  is  legally  responsible therefor (in which case Lessee
shall  make  the  investigation  and  remediation thereof required by Applicable
Requirements and this Lease shall continue in full force and effect, but subject
to  Lessor's  rights  under  Paragraph  6.2(c)  and Paragraph 13), Lessor may at
Lessor's  option  either  (i) investigate and remediate such Hazardous Substance
Condition,  if  required, as soon as reasonably possible at Lessor's expense, in
which  event  this Lease shall continue in full force and effect, or (ii) if the
estimated  cost  to investigate and remediate such condition exceeds twelve (12)
times the then monthly Base Rent or $100,000, whichever is greater, give written
notice to Lessee within thirty (30) days after receipt by Lessor of knowledge of
the  occurrence  of  such  Hazardous  Substance  Condition of Lessor's desire to
terminate  this  Lease as of the date sixty (60) days following the date of such
notice.  In the event Lessor elects to give such notice of Lessor's intention to
terminate this Lease, Lessee shall have the right within ten (10) days after the
receipt  of  such notice to give written notice to Lessor of Lessee's commitment
to  pay  for  the  excess  costs  of  (a)  investigation and remediation of such
Hazardous Substance Condition to the extent required by Applicable Requirements,
over  (b)  an  amount  equal  to twelve (12) times the then monthly Base Rent or
$100,000,  whichever  is  greater.  Lessee  shall  provide Lessor with the funds
required  of  Lessee  or  satisfactory assurance thereof within thirty (30) days
following  said commitment by Lessee. In such event this Lease shall continue in
full  force  and effect, and Lessor shall proceed to make such investigation and
remediation  as  soon  as  reasonably  possible  after  the  required  funds are
available. If Lessee does not give such notice and provide the required funds or
assurance  thereof  within  the  time  period  specified above, this Lease shall
terminate  as  of  the  date  specified  in  Lessor's  notice  of  termination.
     9.8     TERMINATION  -  ADVANCE  PAYMENTS.  Upon  termination of this Lease
pursuant  to this Paragraph 9, Lessor shall return to Lessee any advance payment
made  by  Lessee  to  Lessor and so much of Lessee's Security Deposit as has not
been,  or  is  not  then  required to be, used by Lessor under the terms of this
Lease.
     9.9     WAIVER  OF STATUTES. Lessor and Lessee agree that the terms of this
Lease  shall  govern  the effect of any damage to or destruction of the Premises
and  the Building with respect to the termination of this Lease and hereby waive
the provisions of any present or future statute to the extent it is inconsistent
herewith.
10.     REAL  PROPERTY  TAXES.
     10.1     PAYMENT  OF  TAXES.  Lessor  shall pay the Real Property Taxes, as
defined in Paragraph 10.2(a), applicable to the Industrial Center, and except as
otherwise  provided  in  Paragraph  10.3, any increases in such amounts over the
Base  Real  Property  Taxes  shall be included in the calculation of Common Area
Operating  Expenses  in  accordance  with  the  provisions  of  Paragraph  4.2.
     10.2     REAL  PROPERTY  TAX  DEFINITIONS.
          (a)  As  used herein, the term "REAL PROPERTY TAXES" shall include any
form  of  real  estate  tax  or  assessment,  general,  special,  ordinary  or
extraordinary,  and  any license fee, commercial rental tax, improvement bond or
bonds,  levy  or  tax  (other than inheritance, personal income or estate taxes)
imposed  upon  the  Industrial  Center  by  any  authority  having the direct or
indirect  power  to tax, including any city, state or federal government, or any
school,  agricultural,  sanitary,  fire,  street, drainage, or other improvement
district  thereof,  levied  against any legal or equitable interest of Lessor in
the  Industrial  Center  or any portion thereof, Lessor's right to rent or other
income  therefrom,  and/or  Lessor's  business of leasing the Premises. The term
"REAL  PROPERTY  TAXES"  shall  also  include  any tax, fee, levy, assessment or
charge,  or  any  increase  therein,  imposed  by reason of events occurring, or
changes  in  Applicable  Law  taking  effect,  during  the  term  of this Lease,
including  but not limited to a change in the ownership of the Industrial Center
or  in  the  improvements  thereon,  the  execution  of  this  Lease,  or  any
modification,  amendment or transfer thereof, and whether or not contemplated by
the  Parties.
          (b)  As  used herein, the term "BASE REAL PROPERTY TAXES" shall be the
amount  of Real Property Taxes which are assessed against the Premises, Building
or  Common  Areas  in  the  calendar year during which the Lease is executed. In
calculating  Real  Property Taxes for any calendar year, the Real Property Taxes
for  any  real  estate  tax  year  shall  be included in the calculation of Real
Property  Taxes  for such calendar year based upon the number of days which such
calendar  year  and  tax  year  have  in  common.
     10.3     ADDITIONAL  IMPROVEMENTS. Common Area Operating Expenses shall not
include  Real  Property  Taxes  specified in the tax assessor's records and work
sheets  as  being  caused  by additional improvements placed upon the Industrial
Center  by  other lessees or by Lessor for the exclusive enjoyment of such other
lessees.  Notwithstanding  Paragraph  10.1 hereof, Lessee shall, however, pay to
Lessor  at  the  time Common Area Operating Expenses are payable under Paragraph
4.2,  the  entirety of any increase in Real Property Taxes if assessed solely by
reason  of  Alterations, Trade Fixtures or Utility Installations placed upon the
Premises  by  Lessee  or  at  Lessee's  request.
     10.4     JOINT ASSESSMENT. If the Building is not separately assessed, Real
Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property Taxes for all of the land and improvements included within the tax
parcel  assessed, such proportion to be determined by Lessor from the respective
valuations  assigned  in the assessor's work sheets or such other information as
may  be reasonably available. Lessor's reasonable determination thereof, in good
faith,  shall  be  conclusive.
     10.5     LESSEE'S PROPERTY TAXES. Lessee shall pay prior to delinquency all
taxes  assessed  against  and  levied  upon Lessee-Owned Alterations and Utility
Installations,  Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or stored within the Industrial Center. When
possible,  Lessee  shall  cause  its  Lessee-Owned  Alterations  and  Utility
Installations,  Trade  Fixtures,  furnishings,  equipment and all other personal
property  to be assessed and billed separately from the real property of Lessor.
If  any of Lessee's said property shall be assessed with Lessor's real property,
Lessee  shall  pay Lessor the taxes attributable to Lessee's property within ten
(10)  days  after  receipt  of  a  written  statement  setting  forth  the taxes
applicable  to  Lessee's  property.
11.     UTILITIES.  Lessee  shall  pay  directly  for all utilities and services
supplied to the Premises, including, but not limited to, electricity, telephone,
security,  gas and cleaning of the Premises, together with any taxes thereon. If
any  such  utilities  or  services are not separately metered to the Premises or
separately  billed  to  the  Premises,  Lessee  shall pay to Lessor a reasonable
proportion  to  be  determined  by Lessor of all such charges jointly metered or
billed  with  other  premises in the Building, in the manner and within the time
periods  set  forth  in  Paragraph  4.2(d).
12.     ASSIGNMENT  AND  SUBLETTING.
     12.1     LESSOR'S  CONSENT  REQUIRED.
          (a)  Lessee  shall  not  voluntarily  or  by  operation of law assign,
transfer, mortgage or otherwise transfer or encumber (collectively, "assign") or
sublet  all  or  any  part of Lessee's interest in this Lease or in the Premises
without  Lessor's  prior written consent given under and subject to the terms of
Paragraph  36.
          (b)  A  change in the control of Lessee shall constitute an assignment
requiring  Lessor's consent. The transfer, on a cumulative basis, of twenty-five
percent  (25%) or more of the voting control of Lessee shall constitute a change
in  control  for  this  purpose.
          (c)  The  involvement  of  Lessee or its assets in any transaction, or
series  of  transactions  (by  way  of  merger,  sale,  acquisition,  financing,
refinancing,  transfer, leveraged buy-out or otherwise), whether or not a formal
assignment  or  hypothecation  of  this  Lease  or Lessee's assets occurs, which
results or will result in a reduction of the Net Worth of Lessee, as hereinafter
defined, by an amount equal to or greater than twenty-five percent (25%) of such
Net  Worth  of  Lessee  as  it  was  represented  to  Lessor at the time of full
execution  and  delivery  of  this  Lease  or  at  the  time  of the most recent
assignment  to  which Lessor has consented, or as it exists immediately prior to
said  transaction or transactions constituting such reduction, at whichever time
said Net Worth of Lessee was or is greater, shall be considered an assignment of
this  Lease  by Lessee to which Lessor may reasonably withhold its consent. "NET
WORTH  OF  LESSEE"  for  purposes of this Lease shall be the net worth of Lessee
(excluding  any  Guarantors)  established  under  generally  accepted accounting
principles  consistently  applied.

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          (d)  An  assignment  or  subletting of Lessee's interest in this Lease
without  Lessor's specific prior written consent shall, at Lessor's option, be a
Default curable after notice per Paragraph 13.1, or a non-curable Breach without
the  necessity  of  any  notice and grace period. If Lessor elects to treat such
uncommented  to  assignment  or subletting as a non-curable Breach, Lessor shall
have  the  right  to  either: (i) terminate this Lease, or (ii) upon thirty (30)
days' written notice ("LESSOR'S NOTICE"), increase the monthly Base Rent for the
Premises to the greater of the then fair market rental value of the Premises, as
reasonably  determined  by Lessor, or one hundred ten percent (110%) of the Base
Rent  then in effect. Pending determination of the new fair market rental value,
if disputed by Lessee, Lessee shall pay the amount set forth in Lessor's Notice,
with  any  overpayment  credited  against  the  next installment(s) of Base Rent
coming  due,  and any underpayment for the period retroactively to the effective
date  of the adjustment being due and payable immediately upon the determination
thereof.  Further,  in  the  event of such Breach and rental adjustment, (i) the
purchase  price  of  any option to purchase the Premises held by Lessee shall be
subject  to  similar  adjustment  to  the  then  fair market value as reasonably
determined  by  Lessor (without the Lease being considered an encumbrance or any
deduction  for depreciation or obsolescence, and considering the Premises at its
highest and best use and in good condition) or one hundred ten percent (110%) of
the  price  previously  in  effect,  (ii)  any  index-oriented  rental  or price
adjustment  formulas  contained  in this Lease shall be adjusted to require that
the  base index be determined with reference to the index applicable to the time
of  such adjustment, and (iii) any fixed rental adjustments scheduled during the
remainder  of  the  Lease  term  shall be increased in the same ratio as the new
rental  bears  to  the  Base  Rent  in  effect  immediately prior the adjustment
specified  in  Lessor's  Notice.
          (e)  Lessee's  remedy  for any breach of this Paragraph 12.1 by Lessor
shall  be  limited  to  compensatory  damages  and/or  injunctive  relief.
     12.2     TERMS  AND  CONDITIONS  APPLICABLE  TO  ASSIGNMENT AND SUBLETTING.
          (a) Regardless of Lessor's consent, any assignment or subletting shall
not  (i) be effective without the express written assumption by such assignee or
sublessee  of the obligations of Lessee under this Lease, (ii) release Lessee of
any  obligations  hereunder, nor (iii) alter the primary liability of Lessee for
the  payment  of  Base  Rent  and  other  sums  due  Lessor hereunder or for the
performance of any other obligations to be performed by Lessee under this Lease.
          (b)  Lessor may accept any rent or performance of Lessee's obligations
from  any  person  other  than  Lessee  pending  approval  or  disapproval of an
assignment.  Neither  a  delay in the approval or disapproval of such assignment
nor  the  acceptance  of  any  rent for performance shall constitute a waiver or
estoppel of Lessor's right to exercise its remedies for the Default or Breach by
Lessee  of  any  of  the  terms,  covenants  or  conditions  of  this  Lease.
          (c)  The  consent  of Lessor to any assignment or subletting shall not
constitute  a consent to any subsequent assignment or subletting by Lessee or to
any  subsequent  or  successive  assignment  or  subletting  by  the assignee or
sublessee. However, Lessor may consent to subsequent sublettings and assignments
of  the  sublease  or  any amendments or modifications thereto without notifying
Lessee  or  anyone  else  liable  under  this  Lease or the sublease and without
obtaining  their  consent,  and  such action shall not relieve such persons from
liability  under  this  Lease  or  the  sublease.
          (d) In the event of any Default or Breach of Lessee's obligation under
this Lease, Lessor may proceed directly against Lessee, any Guarantors or anyone
else  responsible  for  the  performance  of the Lessee's obligations under this
Lease,  including  any  sublessee,  without  first  exhausting Lessor's remedies
against  any  other  person  or  entity  responsible  therefor to Lessor, or any
security  held  by  Lessor.
          (e)  Each  request for consent to an assignment or subletting shall be
in  writing, accompanied by information relevant to Lessor's determination as to
the financial and operational responsibility and appropriateness of the proposed
assignee  or  sublessee,  including, but not limited to, the intended use and/or
required  modification  of  the Premises, if any, together with a non-refundable
deposit  of  $1,000  or ten percent (10%) of the monthly Base Rent applicable to
the  portion  of the Premises which is the subject of the proposed assignment or
sublease,  whichever  is  greater,  as  reasonable  consideration  for  Lessor's
considering  and  processing  the  request for consent. Lessee agrees to provide
Lessor  with such other or additional information and/or documentation as may be
reasonably  requested  by  Lessor.
          (f)  Any  assignee of, or sublessee under, this Lease shall, by reason
of  accepting such assignment or entering into such sublease, be deemed, for the
benefit  of  Lessor,  to have assumed and agreed to conform and comply with each
and  every  term,  covenant,  condition  and obligation herein to be observed or
performed  by  Lessee during the term of said assignment or sublease, other than
such  obligations  as  are  contrary  to  or  inconsistent with provisions of an
assignment  or  sublease  to which Lessor has specifically consented in writing.
          (g)  The  occurrence  of  a transaction described in Paragraph 12.2(c)
shall  give  Lessor  the  right  (but  not  the  obligation) to require that the
Security  Deposit  be  increased  by  an  amount equal to six (6) times the then
monthly  Base  Rent,  and  Lessor  may  make the actual receipt by Lessor of the
Security  Deposit  increase a condition to Lessor's consent to such transaction.
          (h)  Lessor, as a condition to giving its consent to any assignment or
subletting,  may  require  that  the  amount and adjustment schedule of the rent
payable  under  this  Lease  be adjusted to what is then the market value and/or
adjustment schedule for property similar to the Premises as then constituted, as
determined  by  Lessor.
     12.3     ADDITIONAL  TERMS  AND  CONDITIONS  APPLICABLE  TO SUBLETTING. The
following terms and conditions shall apply to any subletting by Lessee of all or
any  part  of  the  Premises and shall be deemed included in all subleases under
this  Lease  whether  or  not  expressly  incorporated  therein:
          (a)  Lessee  hereby  assigns  and  transfers to Lessor all of Lessee's
interest in all rentals and income arising from any sublease of all or a portion
of  the  Premises heretofore or hereafter made by Lessee, and Lessor may collect
such  rent  and  income  and  apply  same toward Lessee's obligations under this
Lease;  provided,  however,  that  until a Breach (as defined in Paragraph 13.1)
shall  occur in the performance of Lessee's obligations under this Lease, Lessee
may,  except as otherwise provided in this Lease, receive, collect and enjoy the
rents accruing under such sublease. Lessor shall not, by reason of the foregoing
provision  or  any other assignment of such sublease to Lessor, nor by reason of
the  collection of the rents from a sublessee, be deemed liable to the sublessee
for any failure of Lessee to perform and comply with any of Lessee's obligations
to  such sublessee under such Sublease. Lessee hereby irrevocably authorizes and
directs any such sublessee, upon receipt of a written notice from Lessor stating
that  a  Breach  exists  in  the  performance of Lessee's obligations under this
Lease,  to pay to Lessor the rents and other charges due and to become due under
the  sublease.  Sublessee  shall  rely  upon any such statement and request from
Lessor  and  shall  pay  such  rents  and  other  charges  to Lessor without any
obligation  or  right  to  inquire  as  to  whether  such  Breach  exists  and
notwithstanding  any  notice  from  or claim from Lessee to the contrary. Lessee
shall  have  no  right or claim against such sublessee, or, until the Breach has
been cured, against Lessor, for any such rents and other charges so paid by said
sublessee  to  Lessor.
          (b)  In  the  event  of  a  Breach by Lessee in the performance of its
obligations  under  this Lease, Lessor, at its option and without any obligation
to do so, may require any sublessee to attorney to Lessor, in which event Lessor
shall  undertake  the  obligations of the sublessor under such sublease from the
time  of  the  exercise  of  said  option  to  the  expiration of such sublease;
provided,  however, Lessor shall not be liable for any prepaid rents or security
deposit paid by such sublessee to such sublessor or for any other prior defaults
or  breaches  of  such  sublessor  under  such  sublease.
          (c) Any matter or thing requiring the consent of the sublessor under a
sublease  shall  also  require  the  consent  of  Lessor  herein.
          (d)  No  sublessee  under  a sublease approved by Lessor shall further
assign  or sublet all or any part of the Premises without Lessor's prior written
consent.
          (e)  Lessor shall deliver a copy of any notice of Default or Breach by
Lessee  to the sublessee, who shall have the right to cure the Default of Lessee
within  the  grace period, if any, specified in such notice. The sublessee shall
have  a  right  of reimbursement and offset from and against Lessee for any such
Defaults  cured  by  the  sublessee.
13.     DEFAULT;  BREACH;  REMEDIES.
     13.1     DEFAULT;  BREACH.  Lessor  and Lessee agree that if an attorney is
consulted  by  Lessor  in  connection  with  a  Lessee  Default  or  Breach  (as
hereinafter  defined),  $350.00  is a reasonable minimum sum per such occurrence
for  legal  services  and  costs  in  the preparation and service of a notice of
Default, and that Lessor may include the cost of such services and costs in said
notice  as  rent  due and payable to cure said default. A "DEFAULT" by Lessee is
defined  as  a  failure  by Lessee to observe, comply with or perform any of the
terms,  covenants,  conditions or rules applicable to Lessee under this Lease. A
"BREACH"  by  Lessee  is  defined  as  the  occurrence of any one or more of the
following Defaults, and, where a grace period for cure after notice is specified
herein,  the  failure  by Lessee to cure such Default prior to the expiration of
the applicable grace period, and shall entitle Lessor to pursue the remedies set
forth  in  Paragraphs  13.2  and/or  13.3:
          (a)  The  vacating  of  the Premises without the intention to reoccupy
same,  or  the  abandonment  of  the  Premises.
          (b)  Except as expressly otherwise provided in this Lease, the failure
by  Lessee  to  make  any  payment  of  Base Rent, Lessee's Share of Common Area
Operating  Expenses, or any other monetary payment required to be made by Lessee
hereunder  as  and  when  due,  the  failure  by  Lessee  to provide Lessor with
reasonable  evidence  of  insurance or surety bond required under this Lease, or
the failure of Lessee to fulfill any obligation under this Lease which endangers
or  threatens  life  or  property,  where such failure continues for a period of
three  (3)  days  following  written notice thereof by or on behalf of Lessor to
Lessee.
          (c)  Except as expressly otherwise provided in this Lease, the failure
by  Lessee  to provide Lessor with reasonable written evidence (in duly executed
original form, if applicable) of (i) compliance with Applicable Requirements per
Paragraph  6.3,  (ii) the inspection, maintenance and service contracts required
under  Paragraph  7.1(b),  (iii) the rescission of an unauthorized assignment or
subletting per Paragraph 12.1, (iv) a Tenancy Statement per Paragraphs 16 or 37,
(v)  the subordination or non-subordination of this Lease per Paragraph 30, (vi)
the  guaranty  of  the  performance  of Lessee's obligations under this Lease if
required  under  Paragraphs  1.11  and  37,  (vii) the execution of any document
requested  under  Paragraph 42 (easements), or (viii) any other documentation or
information  which  Lessor  may  reasonably require of Lessee under the terms of
this  Lease,  where  any  such  failure  continues for a period of ten (10) days
following  written  notice  by  or  on  behalf  of  Lessor  to  Lessee.

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          (d)  A  Default  by  Lessee  as to the terms, covenants, conditions or
provisions of this Lease, or of the rules adopted under Paragraph 40 hereof that
are  to  be  observed,  complied  with  or performed by Lessee, other than those
described  in  Subparagraphs  13.1(a),  (b)  or  (c),  above, where such Default
continues for a period of thirty (30) days after written notice thereof by or on
behalf  of  Lessor  to Lessee; provided, however, that if the nature of Lessee's
Default  is such that more than thirty (30) days are reasonably required for its
cure,  then  it  shall  not  be deemed to be a Breach of this Lease by Lessee if
Lessee  commences  such  cure  within said thirty (30) day period and thereafter
diligently  prosecutes  such  cure  to  completion.
          (e)  The  occurrence of any of the following events: (i) the making by
Lessee  of  any  general arrangement or assignment for the benefit of creditors;
(ii)  Lessee's becoming a "debtor" as defined in 11 U.S. Code Section 101 or any
successor  statute  thereto  (unless,  in  the  case of a petition filed against
Lessee,  the same is dismissed within sixty (60) days); (iii) the appointment of
a trustee or receiver to take possession of substantially all of Lessee's assets
located  at the Premises or of Lessee's interest in this Lease, where possession
is  not  restored  to  Lessee  within  thirty (30) days; or (iv) the attachment,
execution  or  other  judicial  seizure  of substantially all of Lessee's assets
located  at  the  Premises  or  of  Lessee's  interest in this Lease, where such
seizure  is  not  discharged  within thirty (30) days; provided, however, in the
event  that  any  provision  of  this  Subparagraph  13.1(e)  is contrary to any
applicable  law,  such  provision  shall be of no force or effect, and shall not
affect  the  validity  of  the  remaining  provisions.
          (f)  The discovery by Lessor that any financial statement of Lessee or
of  any  Guarantor,  given  to Lessor by Lessee or any Guarantor, was materially
false.
          (g)  If  the  performance  of Lessee's obligations under this Lease is
guaranteed:  (i) the death of a Guarantor, (ii) the termination of a Guarantor's
liability  with respect to this Lease other than in accordance with the terms of
such  guaranty,  (iii)  a  Guarantor's  becoming  insolvent  or the subject of a
bankruptcy  filing,  (iv)  a Guarantor's refusal to honor the guaranty, or (v) a
Guarantor's  breach  of its guaranty obligation on an anticipatory breach basis,
and  Lessee's  failure, within sixty (60) days following written notice by or on
behalf  of  Lessor  to  Lessee of any such event, to provide Lessor with written
alternative  assurances  of security, which, when coupled with the then existing
resources  of  Lessee,  equals  or  exceeds  the combined financial resources of
Lessee  and  the Guarantors that existed at the time of execution of this Lease.
     13.2     REMEDIES.  If  Lessee  fails  to  perform  any affirmative duty or
obligation of Lessee under this Lease, within ten (10) days after written notice
to  Lessee  (or  in  case  of  an emergency, without notice), Lessor may, at its
option  (but  without  obligation  to do so), perform such duty or obligation on
Lessee's  behalf,  including,  but  not  limited to, the obtaining of reasonably
required  bonds,  insurance  policies,  or  governmental  licenses,  permits  or
approvals. The costs and expenses of any such performance by Lessor shall be due
and  payable  by  Lessee  to Lessor upon invoice therefor. If any check given to
Lessor  by  Lessee  shall  not  be  honored  by the bank upon which it is drawn,
Lessor, at its own option, may require all future payments to be made under this
Lease  by Lessee to be made only by cashier's check. In the event of a Breach of
this  Lease  by  Lessee  (as defined in paragraph 13.1), with or without further
notice  or  demand,  and without limiting Lessor in the exercise of any right or
remedy  which  Lessor  may  have  by  reason  of  such  Breach,  Lessor  may:
          (a)  Terminate  Lessee's  right  to  possession of the Premises by any
lawful  means,  in which case this Lease and the term hereof shall terminate and
Lessee shall immediately surrender possession of the Premises to Lessor. In such
event Lessor shall be entitled to recover from Lessee: (i) the worth at the time
of  the  award  of  the  unpaid  rent  which  had  been  earned  at  the time of
termination;  (ii)  the  worth  at  the time of award of the amount by which the
unpaid  rent  which  would  have been earned after termination until the time of
award  exceeds  the amount of such rental loss that the Lessee proves could have
been  reasonably  avoided; (iii) the worth at the time of award of the amount by
which  the  unpaid  rent  for  the  balance  of the term after the time of award
exceeds  the  amount  of  such  rental  loss  that  the  Lessee  proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all  the  detriment  proximately  caused  by the Lessee's failure to perform its
obligations  under this Lease or which in the ordinary course of things would be
likely  to  result  therefrom,  including,  but  not  limited  to,  the  cost of
recovering  possession  of  the  Premises,  expenses  of  reletting,  including
necessary renovation and alteration of the Premises, reasonable attorneys' fees,
and  that  portion  of  any leasing commission paid by Lessor in connection with
this Lease applicable to the unexpired term of this Lease. The worth at the time
of  award  of  the  amount  referred  to  in  provision (iii) of the immediately
preceding  sentence shall be computed by discounting such amount at the discount
rate  of  the  Federal Reserve Bank of San Francisco or the Federal Reserve Bank
District in which the Premises are located at the time of award plus one percent
(1%). Efforts by Lessor to mitigate damages caused by Lessee's Default or Breach
of  this  Lease  shall  not  waive  Lessor's right to recover damages under this
Paragraph 13.2. If termination of this Lease is obtained through the provisional
remedy  of  unlawful  detainer,  Lessor  shall have the right to recover in such
proceeding the unpaid rent and damages as are recoverable therein, or Lessor may
reserve the right to recover all or any part thereof in a separate suit for such
rent  and/or  damages.  If a notice and grace period required under Subparagraph
13.1(b),  (c)  or (d) was not previously given, a notice to pay rent or quit, or
to  perform  or  quit,  as  the  case  may be, given to Lessee under any statute
authorizing the forfeiture of leases for unlawful detainer shall also constitute
the  applicable  notice  for  grace  period  purposes  required  by Subparagraph
13.1(b),  (c)  or  (d).  In  such  case,  the  applicable grace period under the
unlawful  detainer  statute  shall run concurrently after the one such statutory
notice,  and the failure of Lessee to cure the Default within the greater of the
two  (2)  such  grace  periods  shall constitute both an unlawful detainer and a
Breach of this Lease entitling Lessor to the remedies provided for in this Lease
and/or  by  said  statute.
          (b)  Continue the Lease and Lessee's right to possession in effect (in
California under California Civil Code Section 1951.4) after Lessee's Breach and
recover  the  rent as it becomes due, provided Lessee has the right to sublet or
assign, subject only to reasonable limitations. Lessor and Lessee agree that the
limitations  on  assignment and subletting in this Lease are reasonable. Acts of
maintenance  or  preservation, efforts to relet the Premises, or the appointment
of  a  receiver  to  protect  the  Lessor's interest under this Lease, shall not
constitute  a  termination  of  the  Lessee's  right  to  possession.
          (c) Pursue any other remedy now or hereafter available to Lessor under
the  laws  or  judicial decisions of the state wherein the Premises are located.
          (d) The expiration or termination of this Lease and/or the termination
of  Lessee's  right  to possession shall not relieve Lessee from liability under
any  indemnity  provisions  of  this  Lease  as to matters occurring or accruing
during  the  term  hereof  or  by  reason of Lessee's occupancy of the Premises.
     13.3     INDUCEMENT  RECAPTURE  IN EVENT OF BREACH. Any agreement by Lessor
for  free or abated rent or other charges applicable to the Premises, or for the
giving  or  paying  by  Lessor  to  or  for  Lessee  of any cash or other bonus,
inducement  or consideration for Lessee's entering into this Lease, all of which
concessions  are  hereinafter  referred  to  as "INDUCEMENT PROVISIONS" shall be
deemed  conditioned  upon  Lessee's  full and faithful performance of all of the
terms,  covenants  and  conditions  of this Lease to be performed or observed by
Lessee  during  the term hereof as the same may be extended. Upon the occurrence
of  a  Breach  (as  defined in Paragraph 13.1) of this Lease by Lessee, any such
Inducement  Provision  shall automatically be deemed deleted from this Lease and
of  no further force or effect, and any rent, other charge, bonus, inducement or
consideration  theretofore  abated,  given  or  paid  by  Lessor  under  such an
Inducement  Provision  shall be immediately due and payable by Lessee to Lessor,
and  recoverable  by  Lessor,  as  additional  rent  due  under  this  Lease,
notwithstanding  any subsequent cure of said Breach by Lessee. The acceptance by
Lessor  of  rent or the cure of the Breach which initiated the operation of this
Paragraph  13.3 shall not be deemed a waiver by Lessor of the provisions of this
Paragraph 13.3 unless specifically so stated in writing by Lessor at the time of
such  acceptance.
     13.4     LATE  CHARGES.  Lessee  hereby  acknowledges  that late payment by
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to incur
costs  not  contemplated  by  this  Lease,  the  exact  amount  of which will be
extremely  difficult  to  ascertain. Such costs include, but are not limited to,
processing  and  accounting  charges, and late charges which may be imposed upon
Lessor  by the terms of any ground lease, mortgage or deed of trust covering the
Premises.  Accordingly,  if any installment of rent or other sum due from Lessee
shall  not be received by Lessor or Lessor's designee within ten (10) days after
such  amount  shall  be due, then, without any requirement for notice to Lessee,
Lessee  shall  pay  to  Lessor  a  late charge equal to six percent (6%) of such
overdue amount. The parties hereby agree that such late charge represents a fair
and reasonable estimate of the costs Lessor will incur by reason of late payment
by Lessee. Acceptance of such late charge by Lessor shall in no event constitute
a  waiver of Lessee's Default or Breach with respect to such overdue amount, nor
prevent  Lessor  from  exercising  any  of the other rights and remedies granted
hereunder.  In the event that a late charge is payable hereunder, whether or not
collected,  for  three  (3)  consecutive  installments  of  Base  Rent,  then
notwithstanding  Paragraph  4.1  or  any  other  provision  of this Lease to the
contrary,  Base Rent shall, at Lessor's option, become due and payable quarterly
in  advance.
     13.5     BREACH  BY  LESSOR.  Lessor  shall not be deemed in breach of this
Lease  unless  Lessor  fails  within  a reasonable time to perform an obligation
required  to  be  performed  by  Lessor.  For purposes of this Paragraph 13.5, a
reasonable time shall in no event be less than thirty (30) days after receipt by
Lessor, and by any Lender(s) whose name and address shall have been furnished to
Lessee  in  writing  for such purpose, of written notice specifying wherein such
obligation  of  Lessor  has  not  been performed; provided, however, that if the
nature of Lessor's obligation is such that more than thirty (30) days after such
notice  are reasonably required for its performance, then Lessor shall not be in
breach  of  this  Lease  if performance is commenced within such thirty (30) day
period  and  thereafter  diligently  pursued  to  completion.

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14.     CONDEMNATION. If the Premises or any portion thereof are taken under the
power  of  eminent domain or sold under the threat of the exercise of said power
(all  of  which are herein called "condemnation"), this Lease shall terminate as
to  the  part  so  taken  as of the date the condemning authority takes title or
possession,  whichever first occurs. If more than ten percent (10%) of the floor
area  of  the Premises, or more than twenty-five percent (25%) of the portion of
the  Common  Areas  designated  for  Lessee's parking, is taken by condemnation,
Lessee  may, at Lessee's option, to be exercised in writing within ten (10) days
after  Lessor  shall  have given Lessee written notice of such taking (or in the
absence  of  such  notice,  within  ten (10) days after the condemning authority
shall  have taken possession) terminate this Lease as of the date the condemning
authority  takes  such  possession.  If  Lessee does not terminate this Lease in
accordance  with the foregoing, this Lease shall remain in full force and effect
as  to the portion of the Premises remaining, except that the Base Rent shall be
reduced  in the same proportion as the rentable floor area of the Premises taken
bears  to  the  total  rentable floor area of the Premises. No reduction of Base
Rent  shall  occur  if  the  condemnation  does  not apply to any portion of the
Premises.  Any award for the taking of all or any part of the Premises under the
power of eminent domain or any payment made under threat of the exercise of such
power  shall  be  the  property  of  Lessor, whether such award shall be made as
compensation  for  diminution of value of the leasehold or for the taking of the
fee,  or  as severance damages; provided, however, that Lessee shall be entitled
to  any  compensation,  separately  awarded  to  Lessee  for Lessee's relocation
expenses and/or loss of Lessee's Trade Fixtures. In the event that this Lease is
not terminated by reason of such condemnation, Lessor shall to the extent of its
net  severance  damages received, over and above Lessee's share of the legal and
other  expenses incurred by Lessor in the condemnation matter, repair any damage
to  the  Premises  caused  by  such  condemnation  authority.  Lessee  shall  be
responsible  for  the  payment  of  any  amount  in excess of such net severance
damages  required  to  complete  such  repair.
15.     BROKERS'  FEES
     15.4     REPRESENTATIONS  AND  WARRANTIES. Lessee and Lessor each represent
and  warrant  to  the  other  that it has had no dealings with any person, firm,
broker or finder other than as named in Paragraph 1.10(a) in connection with the
negotiation  of  this  Lease  and/or  the  consummation  of  the  transaction
contemplated  hereby,  and  that no broker or other person, firm or entity other
than  said  named  Broker(s)  is  entitled  to any commission or finder's fee in
connection  with  said  transaction.  Lessee  and Lessor do each hereby agree to
indemnify,  protect,  defend  and  hold  the  other  harmless  from  and against
liability  for  compensation or charges which may be claimed by any such unnamed
broker,  finder  or  other similar party by reason of any dealings or actions of
the  indemnifying  Party,  including any costs, expenses, and/or attorneys' fees
reasonably  incurred  with  respect  thereto.
16.     TENANCY  AND  FINANCIAL  STATEMENTS.
     16.1     TENANCY STATEMENT. Each Party (as "RESPONDING PARTY") shall within
ten (10) days after written notice from the other Party (the "REQUESTING PARTY")
execute,  acknowledge and deliver to the Requesting Party a statement in writing
in a form similar to the then most current "TENANCY STATEMENT" form published by
the  American  Industrial  Real  Estate  Association,  plus  such  additional
information,  confirmation  and/or  statements as may be reasonably requested by
the  Requesting  Party.
     16.2     FINANCIAL  STATEMENT.  If Lessor desires to finance, refinance, or
sell  the  Premises  or  the  Building,  or  any  part  thereof,  Lessee and all
Guarantors  shall  deliver  to  any  potential lender or purchaser designated by
Lessor  such  financial  statements  of  Lessee  and  such  Guarantors as may be
reasonably  required by such lender or purchaser, including, but not limited to,
Lessee's  financial  statements for the past three (3) years. All such financial
statements  shall  be  received  by  Lessor  and  such  lender  or  purchaser in
confidence  and  shall  be  used  only  for  the  purposes  herein  set  forth.
17.     LESSOR'S  LIABILITY.  The  term  "Lessor"  as used herein shall mean the
owner or owners at the time in question of the fee title to the Premises. In the
event  of  a  transfer  of Lessor's title or interest in the Premises or in this
Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit)
any  unused  Security  Deposit  held  by  Lessor at the time of such transfer or
assignment.  Except  as  provided  in  Paragraph  15.3,  upon  such  transfer or
assignment  and delivery of the Security Deposit, as aforesaid, the prior Lessor
shall  be  relieved  of  all  liability  with  respect to the obligations and/or
covenants  under this Lease thereafter to be performed by the Lessor. Subject to
the foregoing, the obligations and/or covenants in this Lease to be performed by
the  Lessor  shall  be  binding  only  upon  the  Lessor as hereinabove defined.
18.     SEVERABILITY.  The  invalidity  of  any  provision  of  this  Lease,  as
determined  by  a  court  of  competent jurisdiction, shall in no way affect the
validity  of  any  other  provision  hereof.
19.     INTEREST  ON  PAST-DUE  OBLIGATIONS.  Any  monetary  payment  due Lessor
hereunder,  other than late charges, not received by Lessor within ten (10) days
following the date on which it was due, shall bear interest from the date due at
the prime rate charged by the largest state chartered bank in the state in which
the Premises are located plus four percent (4%) per annum, but not exceeding the
maximum  rate  allowed by law, in addition to the potential late charge provided
for  in  Paragraph  13.4.
20.     TIME  OF ESSENCE. Time is of the essence with respect to the performance
of  all obligations to be performed or observed by the Parties under this Lease.
21.     RENT  DEFINED.  All  monetary  obligations of Lessee to Lessor under the
terms  of  this  Lease  are  deemed  to  be  rent.
22.     NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Lease contains all
agreements  between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor  and Lessee each represents and warrants to the Brokers that it has made,
and  is  relying  solely  upon, its own investigation as to the nature, quality,
character  and  financial responsibility of the other Party to this Lease and as
to  the  nature,  quality  and  character  of  the  Premises.  Brokers  have  no
responsibility  with  respect  thereto  or with respect to any default or breach
hereof by either Party. Each Broker shall be an intended third party beneficiary
of  the  provisions  of  this  Paragraph  22.
23.     NOTICES.
     23.1     NOTICE  REQUIREMENTS.  All  notices  required or permitted by this
Lease  shall  be  in  writing  and  may  be  delivered  in person (by hand or by
messenger or courier service) or may be sent by regular, certified or registered
mail  or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile
transmission  during  normal  business  hours,  and shall be deemed sufficiently
given  if served in a manner specified in this Paragraph 23. The addresses noted
adjacent  to a Party's signature on this Lease shall be that Party's address for
delivery  or  mailing  of notice purposes. Either Party may by written notice to
the  other  specify  a  different  address for notice purposes, except that upon
Lessee's  taking  possession  of  the  Premises,  the  Premises shall constitute
Lessee's  address  for the purpose of mailing or delivering notices to Lessee. A
copy  of all notices required or permitted to be given to Lessor hereunder shall
be concurrently transmitted to such party or parties at such addresses as Lessor
may  from  time  to  time  hereafter  designate  by  written  notice  to Lessee.
     23.2     DATE  OF  NOTICE. Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by  regular  mail, the notice shall be deemed given forty-eight (48) hours after
the  same  is  addressed  as  required  herein  and mailed with postage prepaid.
Notices  delivered  by  United  States  Express  Mail  or overnight courier that
guarantees  next day delivery shall be deemed given twenty-four (24) hours after
delivery  of  the  same  to  the United States Postal Service or courier. If any
notice is transmitted by facsimile transmission or similar means, the same shall
be  deemed  served  or  delivered  upon  telephone  or facsimile confirmation of
receipt  of  the  transmission  thereof,  provided  a copy is also delivered via
delivery  or  mail.  If  notice is received on a Saturday or a Sunday or a legal
holiday,  it  shall  be  deemed  received  on  the  next  business  day.
24.     WAIVERS.  No  waiver  by  Lessor  of  the Default or Breach of any term,
covenant  or  condition  hereof by Lessee, shall be deemed a waiver of any other
term,  covenant  or  condition hereof, or of any subsequent Default or Breach by
Lessee  of  the  same  or any other term, covenant or condition hereof. Lessor's
consent  to,  or  approval  of,  any  such  act  shall  not  be deemed to render
unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent
or similar act by Lessee, or be construed as the basis of an estoppel to enforce
the  provision or provisions of this Lease requiring such consent. Regardless of
Lessor's  knowledge  of  a  Default or Breach at the time of accepting rent, the
acceptance  of  rent by Lessor shall not be a waiver of any Default or Breach by
Lessee  of  any  provision  hereof.  Any  payment  given Lessor by Lessee may be
accepted  by  Lessor on account of monies or damages due Lessor, notwithstanding
any  qualifying statements or conditions made by Lessee in connection therewith,
which  such  statements  and/or  conditions  shall  be  of  no  force  or effect
whatsoever  unless  specifically agreed to in writing by Lessor at or before the
time  of  deposit  of  such  payment.

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REAL ESTATE ASSOCIATION


<PAGE>
25.     RECORDING.  Either  Lessor  or  Lessee shall, upon request of the other,
execute,  acknowledge  and  deliver to the other a short form memorandum of this
Lease  for  recording  purposes.  The  Party  requesting  recordation  shall  be
responsible  for  payment  of  any  fees  or  taxes  applicable  thereto.
26.     NO  RIGHT  TO  HOLDOVER. Lessee has no right to retain possession of the
Premises  or  any  part  thereof beyond the expiration or earlier termination of
this  Lease.  In the event that Lessee holds over in violation of this Paragraph
26  then  the  Base  Rent  payable  from and after the time of the expiration or
earlier  termination  of  this  Lease  shall be increased to two hundred percent
(200%)  of  the Base Rent applicable during the month immediately preceding such
expiration  or  earlier termination. Nothing contained herein shall be construed
as  a  consent  by  Lessor  to  any  holding  over  by  Lessee.
27.     CUMULATIVE  REMEDIES.  No  remedy  or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law  or  in  equity.
28.     COVENANTS AND CONDITIONS. All provisions of this Lease to be observed or
performed  by  Lessee  are  both  covenants  and  conditions.
29.     BINDING  EFFECT;  CHOICE  OF  LAW.  This Lease shall be binding upon the
Parties,  their personal representatives, successors and assigns and be governed
by  the  laws  of  the  state  in which the Premises are located. Any litigation
between  the  Parties  hereto  concerning  this  Lease shall be initiated in the
county  in  which  the  Premises  are  located.
30.     SUBORDINATION;  ATTORNMENT;  NON-DISTURBANCE.
     30.1     SUBORDINATION.  This  Lease and any Option granted hereby shall be
subject  and  subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation  or  security  device  (collectively,  "SECURITY  DEVICE"), now or
hereafter  placed  by  Lessor upon the real property of which the Premises are a
part, to any and all advances made on the security thereof, and to all renewals,
modifications,  consolidations,  replacements  and  extensions  thereof.  Lessee
agrees  that  the  Lenders  holding any such Security Device shall have no duty,
liability  or  obligation to perform any of the obligations of Lessor under this
Lease,  but  that  in  the  event  of  Lessor's default with respect to any such
obligation,  Lessee  will  give  any  Lender  whose  name  and address have been
furnished Lessee in writing for such purpose notice of Lessor's default pursuant
to  Paragraph  13.5.  If  any  Lender  shall elect to have this Lease and/or any
Option granted hereby superior to the lien of its Security Device and shall give
written  notice  thereof  to Lessee, this Lease and such Options shall be deemed
prior  to  such  Security  Device,  notwithstanding  the  relative  dates of the
documentation  or  recordation  thereof.
     30.2     ATTORNMENT. Subject to the non-disturbance provisions of Paragraph
30.3,  Lessee  agrees  to  attorn  to  a  Lender or any other party who acquires
ownership  of  the Premises by reason of a foreclosure of a Security Device, and
that  in  the event of such foreclosure, such new owner shall not: (i) be liable
for  any act or omission of any prior lessor or with respect to events occurring
prior  to  acquisition  of ownership, (ii) be subject to any offsets or defenses
which  Lessee  might  have  against  any  prior  lessor,  or  (iii)  be bound by
prepayment  of  more  than  one  (1)  month's  rent.
     30.3     NON-DISTURBANCE.  With respect to Security Devices entered into by
Lessor  after  the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving assurance (a "non-disturbance agreement") from the
Lender  that Lessee's possession and this Lease, including any options to extend
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof
and  attorns  to  the  record  owner  of  the  Premises.
     30.4     SELF-EXECUTING.  The  agreements  contained  in  this Paragraph 30
shall  be  effective  without  the execution of any further documents; provided,
however,  that upon written request from Lessor or a Lender in connection with a
sale, financing or refinancing of Premises, Lessee and Lessor shall execute such
further  writings  as may be reasonably required to separately document any such
subordination  or non-subordination, attornment and/or non-disturbance agreement
as  is  provided  for  herein.
31.     ATTORNEYS'  FEES.  If any Party or Broker brings an action or proceeding
to  enforce  the  terms hereof or declare rights hereunder, the Prevailing Party
(as  hereafter defined) in any such proceeding, action, or appeal thereon, shall
be  entitled to reasonable attorneys' fees. Such fees may be awarded in the same
suit  or  recovered in a separate suit, whether or not such action or proceeding
is  pursued  to decision or judgment. The term "PREVAILING PARTY" shall include,
without  limitation,  a Party or Broker who substantially obtains or defeats the
relief  sought, as the case may be, whether by compromise, settlement, judgment,
or  the  abandonment  by  the other Party or Broker of its claim or defense. The
attorneys'  fee  award  shall  not  be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse all attorneys' fees reasonably
incurred.  Lessor  shall  be  entitled  to  attorneys'  fees, costs and expenses
incurred  in  preparation and service of notices of Default and consultations in
connection therewith, whether or not a legal action is subsequently commenced in
connection  with  such  Default or resulting Breach. Broker(s) shall be intended
third  party  beneficiaries  of  this  Paragraph  31.
32.     LESSOR'S  ACCESS;  SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents
shall  have  the  right  to  enter  the  Premises at any time, in the case of an
emergency, and otherwise at reasonable times for the purpose of showing the same
to  prospective  purchasers,  lenders,  or lessees, and making such alterations,
repairs, improvements or additions to the Premises or to the Building, as Lessor
may  reasonably  deem  necessary.  Lessor  may at any time place on or about the
Premises  or  Building  any ordinary "For Sale" signs and Lessor may at any time
during  the  last  one  hundred eighty (180) days of the term hereof place on or
about the Premises any ordinary "For Lease" signs. All such activities of Lessor
shall  be  without  abatement  of  rent  or  liability  to  Lessee.
33.     AUCTIONS.  Lessee  shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises without first having
obtained  Lessor's  prior  written  consent.  Notwithstanding  anything  to  the
contrary  in  this Lease, Lessor shall not be obligated to exercise any standard
of  reasonableness  in  determining  whether  to  grant  such  consent.
34.     SIGNS. Lessee shall not place any sign upon the exterior of the Premises
or  the  Building,  except that Lessee may, with Lessor's prior written consent,
install (but not on the roof) such signs as are reasonably required to advertise
Lessee's  own  business  so  long  as such signs are in a location designated by
Lessor  and  comply  with  Applicable  Requirements  and  the  signage  criteria
established for the Industrial Center by Lessor. The installation of any sign on
the  Premises by or for Lessee shall be subject to the provisions of Paragraph 7
(Maintenance,  Repairs,  Utility Installations, Trade Fixtures and Alterations).
Unless  otherwise expressly agreed herein, Lessor reserves all rights to the use
of  the  roof of the Building, and the right to install advertising signs on the
Building,  including  the  roof,  which  do  not unreasonably interfere with the
conduct of Lessee's business; Lessor shall be entitled to all revenues from such
advertising  signs.
35.     TERMINATION;  MERGER. Unless specifically stated otherwise in writing by
Lessor,  the  voluntary  or  other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by  Lessee,  shall  automatically terminate any sublease or lesser estate in the
Premises;  provided,  however, Lessor shall, in the event of any such surrender,
termination  or  cancellation, have the option to continue any one or all of any
existing  subtenancies. Lessor's failure within ten (10) days following any such
event to make a written election to the contrary by written notice to the holder
of  any  such  lesser  interest, shall constitute Lessor's election to have such
event  constitute  the  termination  of  such  interest.
36.     CONSENTS.
     (a)  Except  for  Paragraph  33  hereof (Auctions) or as otherwise provided
herein,  wherever  in this Lease the consent of a Party is required to an act by
or  for  the  other  Party,  such  consent shall not be unreasonably withheld or
delayed.  Lessor's  actual  reasonable  costs  and  expenses (including, but not
limited  to,  architects',  attorneys',  engineers' and other consultants' fees)
incurred  in  the  consideration of, or response to, a request by Lessee for any
Lessor  consent  pertaining  to  this  Lease or the Premises, including, but not
limited  to,  consents to an assignment a subletting or the presence or use of a
Hazardous  Substance,  shall  be  paid  by  Lessee  to Lessor upon receipt of an
invoice  and  supporting  documentation  therefor.  In  addition  to the deposit
described  in  Paragraph  12.2(e), Lessor may, as a condition to considering any
such  request  by  Lessee,  require that Lessee deposit with Lessor an amount of
money  (in  addition  to the Security Deposit held under Paragraph 5) reasonably
calculated  by Lessor to represent the cost Lessor will incur in considering and
responding  to  Lessee's  request.  Any  unused portion of said deposit shall be
refunded  to Lessee without interest. Lessor's consent to any act, assignment of
this  Lease  or  subletting  of  the  Premises by Lessee shall not constitute an
acknowledgement  that  no  Default or Breach by Lessee of this Lease exists, nor
shall  such  consent  be deemed a waiver of any then existing Default or Breach,
except  as may be otherwise specifically stated in writing by Lessor at the time
of  such  consent.
     (b)  All  conditions  to  Lessor's  consent  authorized  by  this Lease are
acknowledged  by  Lessee  as being reasonable. The failure to specify herein any
particular  condition  to Lessor's consent shall not preclude the impositions by
Lessor  at  the  time of consent of such further or other conditions as are then
reasonable  with  reference  to the particular matter for which consent is being
given.
37.     GUARANTOR.
     37.1     FORM  OF GUARANTY. If there are to be any Guarantors of this Lease
per  Paragraph  1.11,  the  form  of  the  guaranty  to be executed by each such
Guarantor  shall  be  in  the  form  most  recently  published  by  the American
Industrial  Real Estate Association, and each such Guarantor shall have the same
obligations  as  Lessee  under  this  Lease,  including, but not limited to, the
obligation  to  provide  the  Tenancy  Statement  and  information  required  in
Paragraph  16.
     37.2     ADDITIONAL OBLIGATIONS OF GUARANTOR. It shall constitute a Default
of  the  Lessee  under  this  Lease if any such Guarantor fails or refuses, upon
reasonable  request  by Lessor to give: (a) evidence of the due execution of the
guaranty called for by this Lease, including the authority of the Guarantor (and
of  the  party signing on Guarantor's behalf) to obligate such Guarantor on said
guaranty,  and  resolution  of  its board of directors authorizing the making of
such  guaranty, together with a certificate of incumbency showing the signatures
of  the  persons  authorized  to  sign  on  its  behalf,  (b)  current financial
statements  of  Guarantor as may from time to time be requested by Lessor, (c) a
Tenancy  Statement,  or  (d)  written confirmation that the guaranty is still in
effect.

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REAL ESTATE ASSOCIATION


<PAGE>
38.     QUIET  POSSESSION.  Upon  payment by Lessee of the rent for the Premises
and  the  performance  of  all  of  the  covenants, conditions and provisions on
Lessee's  part  to be observed and performed under this Lease, Lessee shall have
quiet  possession  of  the Premises for the entire term hereof subject to all of
the  provisions  of  this  Lease.
39.     OPTIONS.
     39.1     DEFINITION.  As  used  in  this  Lease,  the word "OPTION" has the
following  meaning:  (a)  the right 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;  (b)  the  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
property  of  Lessor  or  the  right  of  first offer to lease other property of
Lessor; (c) the right to purchase the Premises, or the right of first refusal to
purchase  the Premises, or the right of first offer to purchase the Premises, or
the right 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 TO ORIGINAL LESSEE. Each Option granted to Lessee
in  this Lease is personal to the original Lessee named in Paragraph 1.1 hereof,
and  cannot  be voluntarily or involuntarily assigned or exercised by any person
or  entity  other than said original Lessee while the original Lessee is in full
and  actual  possession  of the Premises and without the intention of thereafter
assigning  or  subletting. The Options, if any, herein granted to Lessee are not
assignable,  either  as  a  part of an assignment of this Lease or separately or
apart  therefrom,  and no Option may be separated from this Lease in any manner,
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  Options  to  extend or renew this Lease have been validly 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 period
commencing  with  the  giving  of any notice of Default under Paragraph 13.1 and
continuing until the noticed Default is cured, or (ii) during the period of time
any  monetary  obligation  due  Lessor  from Lessee is unpaid (without regard to
whether  notice  thereof is given Lessee), or (iii) during the time Lessee is in
Breach of this Lease, or (iv) in the event that Lessor has given to Lessee three
(3)  or more notices of separate Defaults under Paragraph 13.1 during the twelve
(12)  month  period immediately preceding the exercise of the Option, whether or
not  the  Defaults  are  cured.
          (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) Lessor gives to
Lessee  three  (3)  or  more  notices  of separate Defaults under Paragraph 13.1
during  any  twelve (12) month period, whether or not the Defaults are cured, or
(iii)  if  Lessee  commits  a  Breach  of  this  Lease.
40.     RULES AND REGULATIONS. Lessee agrees that it will abide by, and keep and
observe  all  reasonable  rules  and regulations ("RULES AND REGULATIONS") which
Lessor  may  make  from  time  to  time  for  the  management, safety, care, and
cleanliness  of  the  grounds,  the  parking  and  unloading of vehicles and the
preservation of good order, as well as for the convenience of other occupants or
tenants  of  the  Building  and  the  Industrial  Center  and  their  invitees.
41.     SECURITY MEASURES. Lessee hereby acknowledges that the rental payable to
Lessor  hereunder  does  not include the cost of guard service or other security
measures,  and  that Lessor shall have no obligation whatsoever to provide same.
Lessee  assumes  all  responsibility for the protection of the Premises, Lessee,
its  agents  and  invitees  and  their  property from the acts of third parties.
42.     RESERVATIONS.  Lessor  reserves  the right, from time to time, to grant,
without  the consent or joiner of Lessee, such easements, rights of way, utility
raceways,  and  dedications  that  Lessor  deems  necessary,  and  to  cause the
recordation  of  parcel maps and restrictions, so long as such easements, rights
of  way,  utility raceways, dedications, maps and restrictions do not reasonably
interfere  with  the  use  of  the Premises by Lessee. Lessee agrees to sign any
documents reasonably requested by Lessor to effectuate any such easement rights,
dedication,  map  or  restrictions.
43.     PERFORMANCE  UNDER  PROTEST.  If at any time a dispute shall arise as to
any  amount  or  sum  of  money  to  be paid by one Party to the other under the
provisions  hereof,  the  Party  against whom the obligation to pay the money is
asserted  shall  have the right to make payment "under protest" and such payment
shall  not  be regarded as a voluntary payment and there shall survive the right
on  the  part  of  said  Party to institute suit for recovery of such sum. If it
shall  be  adjudged that there was no legal obligation on the part of said Party
to  pay  such  sum  or any part thereof, said Party shall be entitled to recover
such  sum  or  so  much  thereof as it was not legally required to pay under the
provisions  of  this  Lease.
44.     AUTHORITY. If either Party hereto is a corporation, trust, or general or
limited  partnership,  each  individual  executing  this Lease on behalf of such
entity  represents and warrants that he or she is duly authorized to execute and
deliver  this  Lease  on  its  behalf.  If  Lessee  is  a  corporation, trust or
partnership,  Lessee  shall,  within  thirty  (30) days after request by Lessor,
deliver  to  Lessor  evidence  satisfactory  to  Lessor  of  such  authority.
45.     CONFLICT.  Any conflict between the printed provisions of this Lease and
the typewritten or handwritten provisions shall be controlled by the typewritten
or  handwritten  provisions.
46.     OFFER.  Preparation of this Lease by either Lessor or Lessee or Lessor's
agent  or Lessee's agent and submission of same to Lessee or Lessor shall not be
deemed  an  offer  to  lease.  This  Lease  is  not intended to be binding until
executed  and  delivered  by  all  Parties  hereto.
47.     AMENDMENTS.  This  Lease  may be modified only in writing, signed by the
Parties  in  interest  at  the time of the modification. The Parties shall amend
this  Lease  from  time  to time to reflect any adjustments that are made to the
Base  Rent  or  other  rent  payable  under  this  Lease. As long as they do not
materially  change  Lessee's  obligations  hereunder, Lessee agrees to make such
reasonable  non-monetary  modifications  to  this  Lease  as  may  be reasonably
required  by  an  institutional  insurance  company  or  pension  plan Lender in
connection with the obtaining of normal financing or refinancing of the property
of  which  the  Premises  are  a  part.
48.     MULTIPLE PARTIES. Except as otherwise expressly provided herein, if more
than  one  person  or  entity  is  named  herein as either Lessor or Lessee, the
obligations  of  such  multiple  parties  shall  be  the  joint  and  several
responsibility of all persons or entities named herein as such Lessor or Lessee.
49.     RENTAL INCREASES. The base rent shall increase four percent (4%) on each
twelve  (12)  month  anniversary  of  the  lease  commencement.
50.     SIGNAGE.  Lessee shall install signage as is consistent with the signage
program  for  the  project.  The  cost of such signage shall be borne by Lessee.

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

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

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                               MULTI-TENANT GROSS
1993-AMERICAN INDUSTRIAL           PAGE 12 OF 13     REVISED   FORM MTG-1-6/93E.
REAL ESTATE ASSOCIATION


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


Executed at:                              Executed at:
----------------------------------------  -------------------------------------------
<S>                                       <C>
----------------------------------------  -------------------------------------------
on:                                       on:

BY LESSOR:                                BY LESSEE:
Nancy Ridge Technology Center, LLC.       Online Television Network Services, Inc.,
----------------------------------------  -------------------------------------------
                                          a California Corporation
----------------------------------------  -------------------------------------------

By:                                       By:
Name Printed: Christopher L. Loughridge   Name Printed: Jack M. Zwart
----------------------------------------  -------------------------------------------
Title: Manager                            Title: Treasurer
----------------------------------------  -------------------------------------------

By:                                       By:
Name Printed:                             Name Printed: Tina Landith-Mills
----------------------------------------  -------------------------------------------
Title:                                    Title: President
----------------------------------------  -------------------------------------------
Address: c/o John Burnham & Company       Address:
----------------------------------------  -------------------------------------------
610 West Ash Street, #1900
----------------------------------------  -------------------------------------------
San Diego, CA 92101
----------------------------------------  -------------------------------------------
Telephone:(619) 236-1555                  Telephone:(   )
----------------------------------------  -------------------------------------------
Facsimile:(619) 238-0730                  Facsimile:(   )
----------------------------------------  -------------------------------------------

BROKER:                                   BROKER:
----------------------------------------  -------------------------------------------
Executed at:                              Executed at:
----------------------------------------  -------------------------------------------
on:                                       on:
----------------------------------------  -------------------------------------------

By:                                       By:
----------------------------------------  -------------------------------------------
Name Printed:                             Name Printed:
----------------------------------------  -------------------------------------------
Title:                                    Title:
----------------------------------------  -------------------------------------------
Title:                                    Title:
----------------------------------------  -------------------------------------------
Address:                                  Address:
----------------------------------------  -------------------------------------------

Telephone:(   )                           Telephone:(   )
----------------------------------------  -------------------------------------------
Facsimile:(   )                           Facsimile:(   )
----------------------------------------  -------------------------------------------
</TABLE>


NOTE:     These  forms  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,California
          90017. (213) 687-8777.


                                                            INITIALS: __________
                                                                      __________
                               MULTI-TENANT GROSS
1993-AMERICAN INDUSTRIAL         PAGE 13 OF 13     REVISED   FORM MTG-1-6/93E.
REAL ESTATE ASSOCIATION


<PAGE>
                              RULES AND REGULATIONS
                                   Exhibit "A"


Attached  to  and  Forming  a  Part  of  the  Lease  Agreement

1.   Lessor agrees to furnish two keys Without  charge.  Additional keys will be
     furnished at an optional  charge.  Lessee shall not change locks or install
     additional  locks on doors without prior written consent of Lessor.  Lessee
     shall not make or cause to be made  duplicates of keys procured from Lessor
     without  prior  approval of Lessor.  All keys to Leased  Premises  shall be
     surrendered to Lessor upon termination of this Lease.

2.   Lessee  will  refer  all  contractors,  contractor's  representatives,  and
     installation  technicians rendering any service on or to the Lease Premises
     for  Lessee to Lessor  for  Lessor's  approval  before  performance  of any
     contractual  service.  Lessee's  contractors and  installation  technicians
     shall comply with Lessor's rules, regulations and specifications pertaining
     to construction  and  installation.  This provision shall apply to all work
     performed  on  or  about  the  Leased   Premises  or  Property,   including
     installation of telephones,  telegraph  equipment,  electrical  devices and
     attachments  and  installations  of  any  nature  affecting  floors,  wails
     woodwork,  trim,  windows,  ceilings and  equipment  or any other  physical
     portion of the Lease Premises or Property.

3.   Lessee  shall not at any time  occupy  any part of the Leased  Premises  or
     Property as sleeping or lodging quarters.

4.   Outside  storage on the  Property  of any type of  equipment,  property  or
     materials  owned or used on the  Premises  by Lessee or its  customers  and
     suppliers shall not be permitted.

5.   Lessee shall not place, install or operate on the Leased Premises or in any
     part of the Building any engine, stove or machinery,  or conduct mechanical
     operations  or cook  thereon  or  therein,  or place or use in or about the
     Leased Premises or Property any explosives, gasoline, kerosene, oil, acids,
     caustics, or any flammable, explosive or hazardous material without written
     consent of Lessor.  Lessee shall not use, keep or permit to be used or kept
     any foul or obnoxious  gas or  substance  on or around the  Premises  which
     would unreasonably disturb other tenants on the Project or is prohibited by
     a standard form insurance policy.

6.   Lessor  will not be  responsible  for  lost or  stolen  personal  property,
     equipment,  money or  jewelry  from the  Leased  Premises  or the  Property
     regardless  or whether  such loss  occurs  when the area is locked  against
     entry.

7.   No dogs,  cats,  fowl or other  animals shall be brought into or kept in or
     about the Leased Premises or Property.

8.   None of the  parking,  lawn areas,  entries,  doors or  stairways  shall be
     blocked or obstructed  or any rubbish,  litter,  trash,  or material or any
     nature  placed,  emptied or thrown  into  these  areas or such area used by
     Lessee's   agents,   employees   or  invitees  at  any  time  for  purposes
     inconsistent with their designation by Lessor.

9.   The  water  closets  and  other  water  fixtures  shall not be used for any
     purpose  other than those for which they were  constructed,  and any damage
     resulting  to them from misuse or by the  defacing or injury of any part of
     the building  shall be borne by the person who shall occasion it. No person
     shall waste water by interfering with the faucets or otherwise.

10.  No person shall disturb occupants of the Building by the use of any radios,
     record players, tape recorders, musical instruments, the making of unseemly
     noises or any unreasonable use.

11.  Subject to the term of the Lease, no advertisement,  picture or sign of any
     sort  shall be  displayed  on or outside  the  Premises  without  the prior
     written  consent of the Lessor.  Lessor  shall have the right to remove any
     such unapproved item without notice and at Lessee's expense.

12.  Lessee shall not use any method of heating Or air  conditioning  other than
     that supplied by Landlord without the consent of Lessor.

13.  Lessee shall not disturb, solicit or canvas any occupant of the building or
     Project and shall cooperate to prevent the same.

14.  No  persons  shall  go on the roof or in the  meter  rooms(s)  without  the
     Landlord's permission.

15.  Business  machines and mechanical  equipment  belonging to the Lessee which
     cause noise or vibration  that may be  transmitted  to the structure of the
     Building, to such a degree as to cause structural


<PAGE>
     damages  or  unreasonably   disturb  other  tenants  shall  be  placed  and
     maintained by Lessee.  at Lessee's  expense,  on vibration  eliminators  or
     other devices sufficient to effectively control noise vibration.

16.  Except in the normal  conduct of its  business,  Lessee shall not regularly
     park motor  vehicles in the parking  areas after the  conclusion  of normal
     daily business activities.

     Lessee and its  employees,  agents and invitees  shall park their  vehicles
     only in those  parking areas  designated by Lessor.  Lessee shall not leave
     any vehicle in a state of disrepair  (including  without  limitation,  flat
     tires, out of date inspection stickers, or license plates) on the Property.
     If Lessee or its employees,  agents,  invitees park their vehicles in areas
     other than the designated  parking areas or leave any vehicle in a state of
     disrepair,  Lessor shall have the right to remove such vehicles at Lessee's
     expense. Parking is shared in common with all other tenants.

     Parking  shall be in  compliance  with all  parking  rules and  regulations
     including any sticker or other identification system established by Lessor.
     Failure to observe the rules and regulations shall terminate Lessee's right
     to use the parking  area and subject to vehicle in violation of the parking
     rules and regulations to removal and impoundment. No termination of parking
     privileges  or  removal  of  impoundment  of a  vehicle  shall  create  any
     liability on Lessor or to be deemed to  interfere  with  Lessee's  right to
     possession of the Leased Premises.  Vehicles must be parked entirely within
     the stall lines and all directional  signs,  arrows and posted speed limits
     must be observed.  Parking is  prohibited in areas not striped for parking,
     in aisles,  where "No Parking" signs are posted, on ramps, in cross hatched
     areas, and in other areas as may be designated by Lessor.  Parking stickers
     or other  forms or  identification  supplied  by Lessor  shall  remain  the
     property of Lessor and not the property of Lessee and are not transferable.
     Every person is required to park and lock his vehicle.  All  responsibility
     for damage to vehicles or persons is assumed by the owner of the vehicle or
     its driver.

     Lessee shall unload  vehicles only in those areas  designated by Lessor for
     such purpose.  During  periods of loading and  unloading,  Lessee shall not
     unreasonably interfere with traffic flow within the project and loading and
     unloading areas of other tenants.  All goods,  including  materials used to
     store goods,  delivered to the premises of the Lessee shall be  immediately
     moved into  premises  and shall not be left in parking or  receiving  areas
     overnight.  Tractor  trailers  which must be  unhooked or parked with dolly
     wheels  beyond the  concrete  loading  areas must use steel  plates or wood
     blocks  under the dolly  wheels to  prevent  damage to the  asphalt  paving
     surfaces.  No parking or storing of such  trailers will be permitted in the
     auto parking areas of the Project or on streets adjacent thereto.

17.  Lessee is  responsible  for the  cleaning of his own entry,  restrooms  and
     interior of windows. In the case of shared entries, hallways and restrooms,
     each Lessee shall  cooperate with the other Tenants  sharing the facilities
     to maintain good order and shall share the expense equally.

18.  Lessee  will  provide  and  keep  in  working  order  all  necessary   fire
     extinguishers to provide adequate  protection arid meet all city, state and
     federal requirements.

19.  Lessee  shall not lay floor  covering  within  the Lease  Premises  without
     written approval of the Lessor. The use of cement or other similar adhesive
     materials not easily removed with water is expressly prohibited.

20.  No stored goods (e.g. boxes, racking, raw or finish product, etc.) shall be
     visible through  Lessee's  windows.  Lessee shall use window coverings that
     are  acceptable  to Lessor to prevent  any such  items  from being  visible
     through the windows to the outside. It shall be Lessee's  responsibility to
     maintain the window  coverings in good working order and condition so as to
     maintain the aesthetic appeal of the property.

21.  It is Lessor's  desire to maintain the Property in the highest  standard of
     dignity and good taste consistent with comfort and convenience for Lessees.
     Any action or condition not meeting this high  standard  should be reported
     directly  to Lessor.  Your  cooperation  will be  mutually  beneficial  and
     sincerely  appreciated.  Lessor  reserves  the right to make such other and
     further  reasonable rules and regulations are in its judgment may from time
     to time be necessary,  for the safety,  care and  cleanliness of the Leased
     Premises and for the preservation of good order therein.


"LESSEE"

ONLINE  TELEVISION  NETWORK  SERVICES,  INC.,
A CALIFORNIA  CORPORATION


     BY:____________________________         Date:________________________


<PAGE>
                                   Exhibit "B"

           GROUND FLOOR                                MEZZANINE
      [GROUND FLOOR PICTURE]                      [MEZZANINE PICTURE]

                         SITE PLAN AND DEMISED PREMISES


<PAGE>
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
                                GUARANTY OF LEASE


          WHEREAS, Nancy Ridge Technology Center, LLC, hereinafter "Lessor", and
                   ----------------------------------
Online  Television Network Services, Inc., a California Corporation, hereinafter
-------------------------------------------------------------------
"Lessee", are about to execute a document entitled "Lease" dated August 25, 1998
                                                                 ---------------
concerning  the  premises  commonly  known as 6370 Nancy Ridge Drive, Suite #105
                                              ----------------------------------
wherein  Lessor  will  lease  the  premises  to  Lessee,  and

          WHEREAS, Southland Electric Inc., a California Corporation hereinafter
                   -------------------------------------------------
"Guarantors"  have  a  financial  interest  in  Lessee,  and

          WHEREAS,  Lessor  would  not  execute  the Lease if Guarantors did not
execute  and  deliver  to  Lessor  this  Guarantee  of  Lease.

          NOW  THEREFORE,  in  consideration  of  the execution of the foregoing
Lease  by  Lessor  and as a material inducement to Lessor to execute said Lease,
Guarantors  hereby jointly, severally, unconditionally and irrevocably guarantee
the  prompt  payment by Lessee of all rents and all other sums payable by Lessee
under  said  Lease and the faithful and prompt performance by Lessee of each and
every  one  of  the terms, conditions and covenants of said Lease to be kept and
performed  by  Lessee.

          It is specifically agreed that the terms of the foregoing Lease may be
modified  by agreement between Lessor and Lessee, or by a course of conduct, and
said  Lease  may be assigned by Lessor or any assignee of Lessor without consent
or  notice  to Guarantors and that this Guaranty shall guarantee the performance
of  said  Lease  as  so  modified.

          This  Guaranty  shall  not  be  released,  modified or affected by the
failure  or delay on the part of Lessor to enforce any of the rights or remedies
of  the Lessor under said Lease, whether pursuant to the terms thereof or at law
or  in  equity.

          No  notice  of  default  need  be  given  to  Guarantors,  it  being
specifically  agreed  that  the  guarantee  of  the  undersigned is a continuing
guarantee  under  which  Lessor  may  proceed  immediately against Lessee and/or
against  Guarantors  following  any  breach  or  default  by  Lessee  or for the
enforcement  of  any  rights  which  Lessor may have as against Lessee under the
terms  of  the  Lease  or  at  law  or  in  equity.

          Lessor  shall  have  the right to proceed against Guarantors hereunder
following  any  breach  or  default  by  Lessee without first proceeding against
Lessee  and  without  previous  notice  to  or  demand  upon  either  Lessee  or
Guarantors.

          Guarantors hereby waive (a) notice of acceptance of this Guaranty. (b)
demand  of  payment,  presentation and protest, (c) all right to assert or plead
any statute of limitations relating to this Guaranty or the Lease, (d) any right
to  require  the  Lessor to proceed against the Lessee or any other Guarantor or
any  other person or entity liable to Lessor, (e) any right to require Lessor to
apply  to  any  default any security deposit or other security it may hold under
the  Lease,  (f)  any  right to require Lessor to proceed under any other remedy
Lessor  may  have  before  proceeding  against  Guarantors,  (g)  any  right  of
subrogation.

          Guarantors  do hereby subrogate all existing or future indebtedness of
Lessee  to Guarantors to the obligations owed to Lessor under the Lease and this
Guaranty.

          If  a  Guarantor  is  married,  such  Guarantor  expressly agrees that
recourse  may  be  had  against  his  or  her  separate  property for all of the
obligations  hereunder.

          The  obligations  of  Lessee  under  the  Lease to execute and deliver
estoppel  statements  and  financial  statements,  as therein provided, shall be
deemed  to  also  require  the  Guarantors hereunder to do and provide the same.

          The  term  "Lessor"  refers to and means the Lessor named in the Lease
and  also  Lessor's  successors and assigns. So long as Lessor's interest in the
Lease,  the  leased  premises  or  the  rents, issues and profits therefrom, are
subject  to  any  mortgage  or  deed  of  trust  or  assignment for security, no
acquisition  by  Guarantors of the Lessor's interest shall affect the continuing
obligation  of  Guarantors under this Guaranty which shall nevertheless continue
in  full  force and effect for the benefit of the mortgage, beneficiary, trustee
or  assignee  under  such  mortgage,  deed  of  trust  or  assignment  and their
successors  and  assigns.

          The  term  "Lessee"  refers to and means the Lessee named in the Lease
and  also  Lessee's  successors  and  assigns.

          In  the  event any action be brought by said Lessor against Guarantors
hereunder  to  enforce  the obligation of Guarantors hereunder, the unsuccessful
party  in  such  action  shall  pay to the prevailing party therein a reasonable
attorney's  fee  which  shall  be  fixed  by  the  court.


IF  THIS  FORM  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,  THE  REAL ESTATE BROKER OR ITS
AGENTS  OR  EMPLOYEES  AS  TO  THE  LEGAL  SUFFICIENCY,  LEGAL  EFFECT,  OR  TAX
CONSEQUENCES  OF  THIS  FORM  OR  THE  TRANSACTION  RELATING  THERETO.

Executed at                                   Southland Electric. Inc..
            --------------------------------  ----------------------------------
on                                            a California Corporation
  ------------------------------------------  ----------------------------------
Address 6550 Nancy Ridge
        ------------------------------------  ----------------------------------
        San Diego, CA 92121                   Jack M. Zwart, President
--------------------------------------------  ----------------------------------
                                              "GUARANTORS"

(c)1996  -  AMERICAN  INDUSTRIAL  REAL  ESTATE  ASSOCIATION  FORM  GR-1-12/96E


<PAGE>
                            FIRST AMENDMENT TO LEASE
                  DATED FOR REFERENCE PURPOSES ONLY MAY 7, 1999


This  agreement  made  and  entered  into  by and between Nancy Ridge Technology
Center  L.L.C.  ("Lessor"),  and  Online  Television  Network  Services,  lnc.
("Lessee").

Whereas, Lessor and Lessee have previously entered into a lease dated August 25,
1  99S,  for  those  certain  premises in the building known as 6370 Nancy Ridge
Drive,  #105,  San  Diego,  California  92121,

Whereas,  the  parties  hereto arc desirous of amending certain terms, covenants
and  conditions  of  the  lease  effective  June  15,  1999,

Now,  therefore,  in  consideration  of One and No/l00 Dollars ($1.00) and other
good  and valuable consideration, to each in band paid by the other, the receipt
and  sufficiency  of  which  is hereby acknowledged, the parties hereto agree as
follows:

1.   PREMISES:  Lessee shall relocate& from Suite I105 to Suite #112 in the same
     building. #112 is approximately 7,074 square feet.

2.   TERM: The lease shall be e4cndcd for FIVE (5) years beginning June 15, 1999
     and ending June 14, 2004.

3.   RENT:  EFFECTIVE June 15, 1999, the 'base rent due under the lease shall be
     increased to  $5,093.28  per month.  The base rent shall be increased  four
     percent  (4%) every  June 1 5I  thereafter.  Paragraph  #49 of the lease is
     deleted.

4.   CONDITION  OF PREMISES:  LESSOR shall  deliver the premises to Lessee clean
     and free of debris on the  commencement  date and  v4an-ants to Lessee that
     the existing plumbing, electrical systems, fire sprinkler system, lighting,
     dir  conditioning  and heating  systems and loading  doors,  if any, in the
     premises,  other  than  those  constructed  by  LESSEE.  SHALL  BE in  good
     operating condition on the commencement date. If a noncornpIiance with said
     warranty  exists  as of the  commencement  date,  Lessor  shall,  except as
     otherwise provided in this lease,  promptly after receipt of written notice
     from Lessee  setting forth with  specificity  the nature and extent of such
     non-compliance,  recto' same at Lessor's  expense.  if Lessee does not give
     Lessor written notice of a  noncompliance  with this warranty within thirty
     (30) days after the commencement  date,  correction of that  non-compliance
     shall be the obligation of Lessee, at Lessee's sole cost and expense.

5.   Additional  Tenant  Improvements:  Lessor  elect  to  amortize  the COST of
     additional  tenant  improvement  in the  space  provided  the  cost of said
     improvements  does not exceed  $20,000 and Lessor  determines,  at Lessor's
     sole discretion, that the improvements are a benefit to the space. The cost
     of said  reimibursement  shall be amortized  over the remaining term of the
     lease,  at an  interest  rate of ten  percent  (1 Q%).  The base rent shall
     increase  accordingly.  Regardless of whether Lessor agrees to amortize the
     cost or not,  any  improvements  to the space must be approved by Lessor in
     writing before work is commenced.

6.   FIRST RIGHT TO  NEGOTIATE:  LESSEE  SHALL HAVE the First Right to Negotiate
     for additional space subject to: (a) the rights of any there tenants in the
     park, (b) Lessee giving Lessor written notice of its interest in additional
     space,  and (c) Lessee not having  defaulted  under any of the terms of the
     lease.  Lessee  shall have thick first right to negotiate on any space that
     becomes  available  in the  property  four (4)  months  following  Lessee's
     delivery  of notice to Lessor.  If Lessor and Lessee are unable to document
     an agreement  within five (5) business days from Lessor's  initial delivery
     of a proposal for the available space,  this first right to negotiate shall
     expire.  Any  agreement  shall be subject to Lessor's  approval of Lessee's
     then current financials.

7.   GUARANTOR:   Jack  Zwart  and  Kenneth  iaganini  shall  replace  Southland
     Electric,  Inc. as the lease  guarantor as identified in Paragraph #1.11 of
     the lease and the Guaranty of Lease.

                                                            INITIALS: __________
                                                                      __________


<PAGE>
                            FIRST AMENDMENT TO LEASE
                  DATED FOR REFERENCE PURPOSES ONLY MAY 7, 1999
                                    PAGE TWO


8.   BROKERS: Lessor and Lessee each represent to the other that they have dealt
     with no real estate  brokers,  finders,  or salesmen  connection  with this
     transaction,  Each party agrees to hold the other party  harmless  from and
     against  all  claims  for  brokerage  commissions,  finder's  fees or other
     compensation made by any agent. broker, salesman or finder as a consequence
     of said party's actions or dealings with such agent, broker,  salesman,  or
     finder.

All  other terms and conditions of the original lease shall remain in full force
and  effect.



LESSOR:      NANCY  RIDGE  Technology  Center,  L.L.C.

BY:          /s/ Chris Loughridge
    -------------------------------------------------------

PRINTED:     Chris Loughridge
    -------------------------------------------------------

ITS:         Manager
    -------------------------------------------------------

DATE:
    -------------------------------------------------------




LESSEE:      Online  Television  Network  Services,  Inc.

BY:          /s/ Jack  Zwart
    -------------------------------------------------------

PRINTED:     Jack  Zwart
    -------------------------------------------------------

ITS:         President
    -------------------------------------------------------

DATE:        5-19-99
    -------------------------------------------------------


GUARANTORS:  Jack  Zwart

BY:          /s/ Jack  Zwart
    -------------------------------------------------------

PRINTED:     Jack  Zwart
    -------------------------------------------------------

ITS:         President
    -------------------------------------------------------

DATE:        5-19-99
    -------------------------------------------------------


GUARANTORS:  Kenneth  Paganiti

BY:          /s/ Kenneth  Paganiti
    -------------------------------------------------------

PRINTED:     Kenneth  Paganiti
    -------------------------------------------------------

ITS:         V.P.
    -------------------------------------------------------

DATE:        19 MAY 1999
    -------------------------------------------------------


<PAGE>
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
                                GUARANTY OF LEASE


          WHEREAS, Nancy Ridge Technology Center, LLC, hereinafter "Lessor", and
                   ----------------------------------
Online  Television Network Services, Inc., a California Corporation, hereinafter
-------------------------------------------------------------------
"Lessee", are about to execute a document entitled "Lease" dated August 25, 1999
                                                                 ---------------
concerning  the  premises  commonly known as 6370 Nancy Ridge Drive, Suite #105,
                                             -----------------------------------
and  have executed a First Amendment to Lease dated May 7, 1999  wherein  Lessor
--------------------------------------------------------------------------------
will  lease  the  premises  to  Lessee,  and

          WHEREAS, Jack Zwart hereinafter "Guarantors" have a financial interest
                   ----------
in  Lessee,  and

          WHEREAS,  Lessor would not execute the Amendment if Guarantors did not
execute  and  deliver  to  Lessor  this  Guarantee  of  Lease.

          NOW  THEREFORE,  in  consideration  of  the execution of the foregoing
Lease  by  Lessor  and as a material inducement to Lessor to execute said Lease,
Guarantors  hereby jointly, severally, unconditionally and irrevocably guarantee
the  prompt  payment  by  Lessee of all rents (each guarantor's rental liability
shall be limited to an amount equal to twelve (12) months of rent) and all other
sums payable by Lessee under  said Lease and the faithful and prompt performance
by Lessee of each and every  one  of the terms, conditions and covenants of said
Lease to be kept and performed  by  Lessee.

          It is specifically agreed that the terms of the foregoing Lease may be
modified  by agreement between Lessor and Lessee, or by a course of conduct, and
said  Lease  may be assigned by Lessor or any assignee of Lessor without consent
or  notice  to Guarantors and that this Guaranty shall guarantee the performance
of  said  Lease  as  so  modified.

          This  Guaranty  shall  not  be  released,  modified or affected by the
failure  or delay on the part of Lessor to enforce any of the rights or remedies
of  the Lessor under said Lease, whether pursuant to the terms thereof or at law
or  in  equity.

          No  notice  of  default  need  be  given  to  Guarantors,  it  being
specifically  agreed  that  the  guarantee  of  the  undersigned is a continuing
guarantee  under  which  Lessor  may  proceed  immediately against Lessee and/or
against  Guarantors  following  any  breach  or  default  by  Lessee  or for the
enforcement  of  any  rights  which  Lessor may have as against Lessee under the
terms  of  the  Lease  or  at  law  or  in  equity.

          Lessor  shall  have  the right to proceed against Guarantors hereunder
following  any  breach  or  default  by  Lessee without first proceeding against
Lessee  and  without  previous  notice  to  or  demand  upon  either  Lessee  or
Guarantors.

          Guarantors hereby waive (a) notice of acceptance of this Guaranty. (b)
demand  of  payment,  presentation and protest, (c) all right to assert or plead
any statute of limitations relating to this Guaranty or the Lease, (d) any right
to  require  the  Lessor to proceed against the Lessee or any other Guarantor or
any  other person or entity liable to Lessor, (e) any right to require Lessor to
apply  to  any  default any security deposit or other security it may hold under
the  Lease,  (f)  any  right to require Lessor to proceed under any other remedy
Lessor  may  have  before  proceeding  against  Guarantors,  (g)  any  right  of
subrogation.

          Guarantors  do hereby subrogate all existing or future indebtedness of
Lessee  to Guarantors to the obligations owed to Lessor under the Lease and this
Guaranty.

          If  a  Guarantor  is  married,  such  Guarantor  expressly agrees that
recourse  may  be  had  against  his  or  her  separate  property for all of the
obligations  hereunder.

          The  obligations  of  Lessee  under  the  Lease to execute and deliver
estoppel  statements  and  financial  statements,  as therein provided, shall be
deemed  to  also  require  the  Guarantors hereunder to do and provide the same.

          The  term  "Lessor"  refers to and means the Lessor named in the Lease
and  also  Lessor's  successors and assigns. So long as Lessor's interest in the
Lease,  the  leased  premises  or  the  rents, issues and profits therefrom, are
subject  to  any  mortgage  or  deed  of  trust  or  assignment for security, no
acquisition  by  Guarantors of the Lessor's interest shall affect the continuing
obligation  of  Guarantors under this Guaranty which shall nevertheless continue
in  full  force and effect for the benefit of the mortgage, beneficiary, trustee
or  assignee  under  such  mortgage,  deed  of  trust  or  assignment  and their
successors  and  assigns.

          The  term  "Lessee"  refers to and means the Lessee named in the Lease
and  also  Lessee's  successors  and  assigns.

          In  the  event any action be brought by said Lessor against Guarantors
hereunder  to  enforce  the obligation of Guarantors hereunder, the unsuccessful
party  in  such  action  shall  pay to the prevailing party therein a reasonable
attorney's  fee  which  shall  be  fixed  by  the  court.


IF  THIS  FORM  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,  THE  REAL ESTATE BROKER OR ITS
AGENTS  OR  EMPLOYEES  AS  TO  THE  LEGAL  SUFFICIENCY,  LEGAL  EFFECT,  OR  TAX
CONSEQUENCES  OF  THIS  FORM  OR  THE  TRANSACTION  RELATING  THERETO.

Executed at
            --------------------------------  ----------------------------------
on
  ------------------------------------------  ----------------------------------
Address
        ------------------------------------  ----------------------------------
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                                              "GUARANTORS"

                                                  /S/ Jack Zwart

(c)1996  -  AMERICAN  INDUSTRIAL  REAL  ESTATE  ASSOCIATION  FORM  GR-1-12/96E

                                      REVISED


<PAGE>
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
                                GUARANTY OF LEASE
          WHEREAS, Nancy Ridge Technology Center, LLC, hereinafter "Lessor", and
                   ----------------------------------
Online  Television Network Services, Inc., a California Corporation, hereinafter
-------------------------------------------------------------------
"Lessee", are about to execute a document entitled "Lease" dated August 25, 1999
                                                                 ---------------
concerning  the  premises  commonly known as 6370 Nancy Ridge Drive, Suite #105,
                                             -----------------------------------
and  have executed a First Amendment to Lease dated May 7, 1999  wherein  Lessor
---------------------------------------------------------------
will  lease  the  premises  to  Lessee,  and

          WHEREAS, Kenneth Paganini  hereinafter  "Guarantors"  have a financial
                   ----------------
interest  in  Lessee,  and

          WHEREAS,  Lessor would not execute the Amendment if Guarantors did not
execute  and  deliver  to  Lessor  this  Guarantee  of  Lease.

          NOW  THEREFORE,  in  consideration  of  the execution of the foregoing
Lease  by  Lessor  and as a material inducement to Lessor to execute said Lease,
Guarantors  hereby jointly, severally, unconditionally and irrevocably guarantee
the  prompt  payment  by  Lessee of all rents (each guarantor's rental liability
shall be limited to an amount equal to twelve (12) months of rent) and all other
sums payable by Lessee under  said Lease and the faithful and prompt performance
by Lessee of each and every  one  of the terms, conditions and covenants of said
Lease to be kept and performed  by  Lessee.

          It is specifically agreed that the terms of the foregoing Lease may be
modified  by agreement between Lessor and Lessee, or by a course of conduct, and
said  Lease  may be assigned by Lessor or any assignee of Lessor without consent
or  notice  to Guarantors and that this Guaranty shall guarantee the performance
of  said  Lease  as  so  modified.

          This  Guaranty  shall  not  be  released,  modified or affected by the
failure  or delay on the part of Lessor to enforce any of the rights or remedies
of  the Lessor under said Lease, whether pursuant to the terms thereof or at law
or  in  equity.

          No  notice  of  default  need  be  given  to  Guarantors,  it  being
specifically  agreed  that  the  guarantee  of  the  undersigned is a continuing
guarantee  under  which  Lessor  may  proceed  immediately against Lessee and/or
against  Guarantors  following  any  breach  or  default  by  Lessee  or for the
enforcement  of  any  rights  which  Lessor may have as against Lessee under the
terms  of  the  Lease  or  at  law  or  in  equity.

          Lessor  shall  have  the right to proceed against Guarantors hereunder
following  any  breach  or  default  by  Lessee without first proceeding against
Lessee  and  without  previous  notice  to  or  demand  upon  either  Lessee  or
Guarantors.

          Guarantors hereby waive (a) notice of acceptance of this Guaranty. (b)
demand  of  payment,  presentation and protest, (c) all right to assert or plead
any statute of limitations relating to this Guaranty or the Lease, (d) any right
to  require  the  Lessor to proceed against the Lessee or any other Guarantor or
any  other person or entity liable to Lessor, (e) any right to require Lessor to
apply  to  any  default any security deposit or other security it may hold under
the  Lease,  (f)  any  right to require Lessor to proceed under any other remedy
Lessor  may  have  before  proceeding  against  Guarantors,  (g)  any  right  of
subrogation.

          Guarantors  do hereby subrogate all existing or future indebtedness of
Lessee  to Guarantors to the obligations owed to Lessor under the Lease and this
Guaranty.

          If  a  Guarantor  is  married,  such  Guarantor  expressly agrees that
recourse  may  be  had  against  his  or  her  separate  property for all of the
obligations  hereunder.

          The  obligations  of  Lessee  under  the  Lease to execute and deliver
estoppel  statements  and  financial  statements,  as therein provided, shall be
deemed  to  also  require  the  Guarantors hereunder to do and provide the same.

          The  term  "Lessor"  refers to and means the Lessor named in the Lease
and  also  Lessor's  successors and assigns. So long as Lessor's interest in the
Lease,  the  leased  premises  or  the  rents, issues and profits therefrom, are
subject  to  any  mortgage  or  deed  of  trust  or  assignment for security, no
acquisition  by  Guarantors of the Lessor's interest shall affect the continuing
obligation  of  Guarantors under this Guaranty which shall nevertheless continue
in  full  force and effect for the benefit of the mortgage, beneficiary, trustee
or  assignee  under  such  mortgage,  deed  of  trust  or  assignment  and their
successors  and  assigns.

          The  term  "Lessee"  refers to and means the Lessee named in the Lease
and  also  Lessee's  successors  and  assigns.

          In  the  event any action be brought by said Lessor against Guarantors
hereunder  to  enforce  the obligation of Guarantors hereunder, the unsuccessful
party  in  such  action  shall  pay to the prevailing party therein a reasonable
attorney's  fee  which  shall  be  fixed  by  the  court.


IF  THIS  FORM  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,  THE  REAL ESTATE BROKER OR ITS
AGENTS  OR  EMPLOYEES  AS  TO  THE  LEGAL  SUFFICIENCY,  LEGAL  EFFECT,  OR  TAX
CONSEQUENCES  OF  THIS  FORM  OR  THE  TRANSACTION  RELATING  THERETO.

Executed at                                   /s/ Kenneth Paganini
            --------------------------------  ----------------------------------
on
  ------------------------------------------  ----------------------------------
Address
        ------------------------------------  ----------------------------------
--------------------------------------------  ----------------------------------
                                              "GUARANTORS"

                                                  /S/ Kenneth Paganini

(c)1996  -  AMERICAN  INDUSTRIAL  REAL  ESTATE  ASSOCIATION  FORM  GR-1-12/96E

                                      REVISED


<PAGE>