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                                  EXHIBIT 10.26

                              OFFICE BUILDING LEASE



1. PARTIES. This Lease, dated, for reference purposes only July 30.1997 is made
by and between T.W. PATTERSON INVESTORS II/ The T.W. PATTERSON BUILDING (herein
called "Landlord") and Benefit Resources, inc. (herein called "Tenant").

2. PREMISES. Landlord does hereby lease to Tenant and Tenant hereby leases from
Landlord that certain office space (herein called "Premises"), said Premises
being agreed for the purpose of this Lease, to have an area of approximately
4330 square feet and being situated on the 8th floor of that certain building
known as T.W. PATTERSON BLDG., 2014 TULARE STREET, SUITE 818, FRESNO, CA 93721.

   Said lease is subject to the terms, covenants and conditions herein set forth
and the Tenant covenants as a material part of the consideration for this Lease
to keep and perform each and all of said terms, covenants and conditions by it
to be kept and performed and that this Lease is made upon the condition of said
performance.

3. TERM. The term of this Lease shall be for Month to Month, commencing on the
first day of August, 1997, and ending with a 30 day written notice.

4. POSSESSION.

   4a. If the Landlord, for any reason whatsoever, cannot deliver possession of
the said Premises to the Tenant at the commencement of the term hereof, this
Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for
any loss or damage resulting therefrom, nor shall the expiration date of the
above term be in any way extended, but in that event, all rent shall be abated
during the period between the commencement of said term and the time when the
Landlord delivers possession. 

   4b. In the event that Landlord shall permit Tenant to occupy the Premises
prior to the commencement date of the term, such occupancy shall be subject to
all the provisions of this Lease. Said early possession shall not advance the
termination date herein above provided.

5. RENT. Tenant agrees to pay to Landlord as rental, without prior notice or
demand, for the Premises the sum of: Twenty Five hundred ($ 2500.00 ) Dollars,
on or before the first day of the first full calendar month of the term hereof
and a like sum on or before the first day of each and every successive calendar
month thereafter during the term hereof, except that the first month's rent
shall be paid upon the execution hereof. Rent for any period during term hereof
which is for less than one (1) month shall he a prorated portion of the monthly
installment herein, based upon a thirty (30) day month. Said rental shall be
paid to Landlord, without deduction or offset in lawful money of the United
States of America, which shall be legal tender at the time of payment at the
Office of the Building, or to such other person or at such other place as
Landlord may from time designate in writing.

6. SECURITY DEPOSIT. Tenant has deposited with Landlord the sum of Twenty Five
Hundred ($2500.00 ) Dollars. Said sum shall be held by Landlord as security for
the faithful performance by Tenant of all the terms, covenants, and conditions
of this Lease to be kept and performed by Tenant during the term hereof If
Tenant defaults with respect to any provision of this Lease, including, but not
limited to the provisions relating to the payment of rent, Landlord may (but
shall not be required to) use, apply, or retain all or any part of the security
deposit for the payment of any rent or any other sum in default, or for the
payment of any amount which landlord may spend or become obligated to spend by
reason of Tenant's default, or to compensate Landlord for any other loss or
damage which Landlord may suffer by reason Tenant's default. If any portion of
said deposit is so used or applied, Tenant shall have within Ten (10) days after
written demand therefore deposit cash with Landlord in an amount to restore the
security deposit to its original amount and Tenant's failure to do so shall be a
material breach of this Lease. Landlord shall not be required to keep this
security deposit separate from its general funds, and Tenant shall not be
entitled to interest on such deposit. If Tenant shall fully and faithfully
perform every provision of this Lease to be performed by it, the security
deposit or any balance thereof shall be returned to Tenant (or, at Landlord's
option, to the last assignee of Tenant's interest hereunder) at the expiration
of this Lease term. In the event of termination of Landlord's interest in this
lease, Landlord shall transfer said deposit to Landlord's successor in interest.

7. OPERATING EXPENSE ADJUSTMENTS. For the purpose of this Article, the following
terms are defined as follows:

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Base Year: The calendar year in which the lease term commences (provided,
however, that the base year shall in no event be earlier than the first full
calendar year following the date of initial occupancy by the first occupant of
said Building). Base Year shall be 1997.

Comparison Year - Each calendar year of the term after the Base Year.

Direct Expenses - All direct costs of Operation and Maintenance, as determined
by standard accounting practices, and shall include the following costs by way
of illustration, but not be limited to: real property taxes and assessments;
rent taxes, gross receipt taxes, (whether assessed against the Landlord assessed
against the Tenant and collected by the Landlord, or both); water and sewer
charges; insurance premiums; utilities; janitorial services; labor; costs
incurred in the management of the Building, if any; air-conditioning and
heating; elevator maintenance, costs, and upkeep of all parking and common
areas. ("Direct Expenses" shall not include depreciation on the Building of
which the Premises are a part or equipment therein loan payments, executive
salaries or real estate brokers' commissions.)

   If the Direct Expenses paid or incurred by the Landlord for the Comparison
Year on account of the operation or maintenance of the Building of which the
Premises are a part are in excess of the Direct Expenses paid or incurred for
the Base year, then the Tenant shall pay 0 % of the increase. The percentage is
that portion of the total rentable area of the Building occupied by the Tenant
hereunder. Landlord shall endeavor to give to Tenant on or before the first day
of March of each year following the respective Comparison Year a statement of
the increase in rent payable by Tenant hereunder, but failure by landlord to
give such statement by said date shall not constitute a waiver by Landlord or
its right to require an increase in rent. Upon receipt of the statement for the
first Comparison Year, Tenant shall pay in full the total amount of increase due
for the first Comparison Year, and in addition for the ten current year, the
amount of any such increase shall be used as an estimate for said current year
the amount shall be divided into twelve (12) equal monthly installments and
Tenant shall pay to Landlord, concurrently with the regular monthly rent payment
next due following the receipt of such statement, an amount equal to one (1)
monthly installment multiplied by the number of months from January in the
calendar year in which said statement is submitted to the month of such payment,
both months inclusive. Subsequent installments shall be payable concurrently
with the regular monthly rent payments for the balance of that calendar year and
shall continue until the next Comparison Year's statement is rendered. If the
next or any succeeding Comparison Year results in a greater increase in Direct
Expenses over the Base Year, less the total installments of estimated increases
paid in the previous calendar year for which comparison year is then being made
to the Base Year; and the estimated monthly installments to be paid for the next
year, following said Comparison Year, shall be adjusted to reflect such
increase. If in any Comparison Year the Tenant's share of Direct Expenses be
less than the preceding year, then upon receipt of Landlord's statement, any
overpayment made by Tenant on the monthly installment basis provided above shall
be credited towards the next monthly rent falling due and the estimated monthly
installments of Direct Expenses to be paid shall be adjusted to reflect such
lower Direct Expenses for the most recent Comparison Year. 

  Even though the term has expired and Tenant has vacated the Premises, when the
final determination is made of Tenant's share of Direct Expenses for the year in
which this Lease terminates, Tenant shall immediately pay any increase due over
the estimated expenses paid and conversely any overpayment made in the event
said expenses decrease shall be immediately rebated by landlord to Tenant.

  Notwithstanding anything contained in this Article, the rental payable by
Tenant shall in no event be less than the rent specified in Article 5 herein
above.

8. USE. Tenant shall use the Premises for an art studio and shall not use or
permit the Premises to be used for any other purpose without the prior written
consent of Landlord.

  Tenant shall not do or permit anything to be done in or about the Premises nor
bring or keep anything therein which will in any way increase the existing rate
of or affect any fire or other insurance upon the Building or any of its
contents, or cause cancellation of any insurance policy covering said Building
or any part thereof or any of its contents. Tenant shall not do or permit
anything to be done in or about the Premises which will in any way obstruct or
interfere with the rights of other tenants or occupants of the Building of inure
or annoy them or use or allow the Premises to be used for any improper, immoral,
unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit
any nuisance in, on or about the Premises. Tenant shall not commit or suffer to
be committed any waste in or upon the Premises.

9. COMPLIANCE WITH LAW. Tenant shall not use the Premises or permit anything to
be done in or about the Premises which will in any way conflict with any law,
stature, ordinance or governmental rule or regulation now in force of which may
hereafter be enacted or promulgated. Tenant shall, at is sole cost and expense,
promptly comply 

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with all laws, statues, ordinances and governmental rules, regulations or
requirements now in force of which may hereafter be in force, and with the
requirements of any board of fire insurance underwriters or other similar bodies
now or hereafter constituted, relation to, or affecting the condition, use or
occupancy of the Premises, excluding structural changes not related to or
affected by Tenant's improvements or acts. The judgment of any court of
competent jurisdiction or the admission of Tenant in any action against Tenant,
whether Landlord be a part thereto or not, that Tenant has violated any law,
statue, ordinance or governmental rule, regulation or requirement, shall be
conclusive of that fact as between the Landlord and Tenant.

10. ALTERATIONS AND ADDITIONS. Tenant shall not make or suffer to be made any
alterations, additions or improvements to or of the Premises or any part thereof
without the written consent of Landlord first had and obtained and any
alterations, additions or improvements to or of said Premises, including, but
not limited to, wall covering, paneling and built-in cabinet work, but excepting
movable furniture and trade fixtures, shall on the expiration of the term become
a part of the realty and belong to the Landlord and shall be surrendered with
the Premises. In the event Landlord consents to the making of any alterations,
additions or improvements to the Premises by Tenant, the same shall be made by
Tenant at Tenant's sole cost and expense, and any contractor or person selected
by Tenant to make the same must first be approved of in writing by the Landlord.
Upon the expiration or sooner terminated of the term hereof, Tenant shall, upon
written demand by Landlord, given at least thirty (30) days prior to the end of
the term, at Tenant's sole cost and expense, forthwith and with all due
diligence remove any alterations, additions, or improvements made by Tenant,
designated by Landlord to be removed, and Tenant shall, forthwith and with all
due diligence at its sole cost and expense, repair any damages to the Premises
caused by such removal.

11. REPAIRS.

    11a. By taking possession of the Premises, Tenant shall be deemed to have
accepted the Premises as being in good, sanitary order, condition and repair.
Tenant shall, at Tenant's sole cost and expense, keep the Premises and every
part thereof in good condition and repair, damage thereto from causes beyond the
reasonable control of Tenant and ordinary war and tear excepted. Tenant shall
upon the expiration or sooner termination of this Lease hereof surrender the
Premises to the Landlord in good condition, ordinary wear and tear and damage
from causes beyond the reasonable control of Tenant excepted. Except as
specifically provided in an addendum, if any, to this Lease, Landlord shall have
no obligation whatsoever to alter, remodel, improve, repair, decorate or paint
the Premises or any part thereof and the parties hereto affirm that Landlord has
made no representations to Tenant respecting the condition of the Premises or
the Building except as specifically herein set forth. 

    11b. Notwithstanding the provisions of Article 1la. herein above, Landlord
shall repair and maintain the structural portions of the Building, including the
basic plumbing, air conditioning, heating, and electrical systems, installed or
furnished by Landlord, unless such maintenance and repairs are caused in part or
in whole by the act, neglect, fault or omission of any duty by the Tenant, its
agents, servants, employees or invitees, in which case Tenant shall pay to
Landlord the reasonable cost of such maintenance and repairs. Landlord shall not
be liable for any failure to make by such repairs or to perform any maintenance
unless such failure shall persist for an unreasonable time after written notice
of the need of such repairs of maintenance is given to Landlord by tenant.
Except as provided in Article 22 hereof, there shall be no abatement of rent and
no liability of Landlord by reason of any injury to or interference with
Tenant's business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Premises or in or to
fixtures, appurtenances and equipment therein. Tenant waives the right to make
repairs at Landlord's expense under any law, statute or ordinance now or
hereafter in effect.

12. LIENS. Tenant shall keep the Premises and the property in which the Premises
are situated free from any liens arising out of any work performed, materials
furnished or obligations incurred by Tenant. Landlord any require, at Landlord's
sole option, that Tenant shall provide to Landlord, at Tenant's sole cost and
expense, a lien and completion bond in an amount equal to one and one-half (1
1/2) times any and all estimated cost of any improvements, addition, or
alterations in the Premises, to insure Landlord against any liability for
mechanics' and material men's liens and to insure completion of the work.

13. ASSIGNMENT AND SUBLETTING. Tenant shall not either voluntarily or by
operation of law, assign, transfer, mortgage, pledge, hypothecate of encumber
this Lease or any interest therein, and shall not sublet the said Premises or
any part thereof, or any right or privilege appurtenant thereto, or suffer any
other person (the employees, agents, servants, and invitees of Tenant excepted)
to occupy or use the said Premise, or any portion thereof, without the written
consent of Landlord first had and obtained, which consent shall not be
unreasonably withheld, and a consent to one assignment, subletting, occupation
or use by any other person shall not be deemed to be a consent to any 

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subsequent assignment, subletting, occupation or use by another person. Any
such assignment or subletting without such consent shall be void, and shall, at
the option of the Landlord, constitute a default under this Lease.

14. HOLD HARMLESS. Tenant shall indemnify and hold harmless Landlord against and
from any and all claims arising from Tenant's use of the Premises for the
conduct of its business or from any activity, work, or other thing done,
permitted or suffered by the Tenant in or about the Building, and shall further
indemnify and hold harmless Landlord against and from any and all claims arising
from any breach or default in the performance of any obligation on Tenant's part
to be performed under the terms of this Lease, or arising from any act or
negligence of the Tenant, or any officer, agent, employee, guest or invitee of
Tenant, and from all and against all cost, attorney's fees, expenses and
liabilities incurred in or about any such claim or any action or proceeding
brought against Landlord by reason of any such claim, Tenant upon notice from
Landlord shall defend the same at Tenant's expense by counsel reasonable
satisfactory by Landlord. Tenant as a material part of the consideration to
Landlord hereby assumes all risk of damage to property or injury to persons, in,
upon or about the Premise, from any cause other than Landlord's negligence, and
Tenant hereby waives all claims in respect thereof against Landlord.

    Landlord or its agents shall not be liable for any damage to property
entrusted to employees of the Building, nor for the loss of damage to any
property by theft otherwise, nor for any injury to or damage to persons or
property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak from any part of the Building of from
the pipes, appliances or plumbing works therein or from the roof, street or
subsurface or from any other place resulting from dampness or any other cause
whatsoever, unless caused by or doe to the negligence of Landlord, its agents,
servants, or employees. Landlord or its agents shall not be liable for
interference with the light or other incorporeal detriments, loss of business by
Tenant, nor shall Landlord be liable for any latent defect in the Premises or in
the Building. Tenant shall give prompt notice to Landlord in case of fire or
accidents in the Premises or in the Building or of defects therein or in the
fixtures or equipment.

15. SUBROGATION. As long as their respective insurers so permit, Landlord and
tenant hereby mutually waive their respective rights of recovery against each
other for any loss insured by fire, extended coverage and other property
insurance policies existing for the benefit of the respective parties. Each
party shall obtain any special endorsements, if required by the insurer to
evidence compliance with the aforementioned waiver.

16. LIABILITY INSURANCE. Tenant shall, at Tenant's expense, obtain and keep in
force during the term of the Lease a policy of comprehensive public liability
insurance insuring Landlord and Tenant against any liability arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto. The limit of said insurance shall not, however, limit the
liability of the Tenant hereunder. Tenant may carry said insurance by Tenant and
shall have a Landlord's protective liability endorsement attached thereto. If
Tenant shall fail to procure and maintain said insurance Landlord may, but shall
not be required to, procure and maintain same, but at the expense of Tenant.
Insurance required hereunder, shall be in companies rated A+ AAA or better in
"Best's Insurance Guide". Tenant shall deliver to Landlord prior to occupancy of
the Premises copies of policies of liability insurance required here or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Landlord. No policy shall be cancelable or
subject or reduction of coverage except after ten (10) days prior notice to
Landlord. Minimum liability coverage for each occurrence $1,000,000. T.W.
PATTERSON INVESTORS II shall be named as additional insured.

17. SERVICES AND UTILITIES. Provided that Tenant is not default hereunder,
Landlord agrees to furnish to the Premises during reasonable hours of generally
recognized business days, to be determined by Landlord at his sole discretion,
and subject to the rules and regulations of the Building of which the Premises
are a part, electricity for normal lighting and fractional horsepower office
machines, heat and air conditioning required in Landlord's judgment for the
comfortable use and occupation of the Premises, and janitorial service. Landlord
shall also maintain and keep lighted the common stairs, common entries and
toilet rooms in the Building of which the Premises are a part. Landlord shall
not be liable for, and Tenant shall not be entitled to, any reduction of rental
by reason of Landlord's failure to furnish any of the foregoing when such
failure is cause by accident, breakage, repairs, strikes, lockouts or other
labor disturbances of labor disputes of any character, or by any other cause,
similar or dissimilar, beyond the reasonable control of Landlord. Landlord shall
not be liable under any circumstances for a loss of or injury to property,
however occurring, through or in connection with or incidental to failure to
furnish any of the foregoing. Wherever heat generating machines or equipment are
used in the Premises which affect the temperature otherwise maintained by the
air conditioning system, Landlord reserves the right to install supplementary
air conditioning units in the Premises and the cost thereof, including the cost
of installation, and the cost of Operation and Maintenance thereof shall be paid
by Tenant to Landlord upon demand by Landlord.

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    Tenant will not, without written consent of Landlord, use any apparatus or
device in the Premises, including, but without limitation thereto, electronic
data processing machines, punch card machines, and machines using in excess of
120 volts, which will in any way increase the amount of electricity usually
furnished or supplied for the use of the Premises as general office space; nor
connect with electric current except through existing electrical outlet in the
Premises, any apparatus or device, for the purpose of using electric current.
If Tenant shall require water or electric current in excess of that usually
furnished or supplied for the use of the Premises as general office space,
Tenant shall first procure the written consent of Landlord, which Landlord may
refuse, to the use thereof and Landlord may cause a water meter or electrical
current meter to be installed in the Premises, so as to measure the amount of
water and electric current consumed for any such use. The cost of any such
meters and of installation, maintenance and repair thereof shall be paid for by
the Tenant and Tenant agrees to pay to Landlord promptly upon demand therefor by
Landlord for all such water and electric expense incurred in keeping account of
the water and electric current so consumed. If a separate meter is not
installed, such excess cost for such water and electric current will be
established by an estimate made by a utility company or electrical engineer.

18. PROPERTY TAXES. Tenant shall pay, or cause to be paid before delinquency,
any and all taxes levied or assessed and which become payable during the term
hereof upon all Tenant's leasehold improvements, equipment, furniture, fixtures
and personal property located in the Premises; except that which has been paid
for by landlord, and is the standard of the Building. In the event any or all of
The Tenant's leasehold improvements, equipment, furniture, fixtures and
personal; property shall be assessed and taxed with the Building, Tenant shall
pay to Landlord its share of such taxes within ten (10) days after delivery to
Tenant by Landlord of a statement in writing setting forth the amount of such
taxes applicable to Tenant's property.

19. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with the
rules and regulations that Landlord shall from time to time promulgate. Landlord
reserves the right from time to time make all reasonable modifications to said
rules. The additions and modifications to those rules shall be binding upon
Tenant upon delivery of a copy of them to Tenant. Landlord shall not be
responsible to Tenant for the nonperformance of any said rules by any other
tenants occupants.

20. HOLDING OVER. If Tenant remains in possession of the Premises or any part
thereof after the expiration of the term hereof, with the express written
consent of Landlord, such occupancy shall be tenancy from month to month at a
rental in the amount of the last monthly rental, plus all other charges payable
hereunder, and upon all the terms hereof applicable to a month to month tenancy.

21. ENTRY BY LANDLORD. Landlord reserves and shall at any and all times have the
right to enter the Premises, inspect the same, supply any other service to be
provided by Landlord to Tenant hereunder, to submit said Premises to prospective
purchasers or tenants, to post notices of non-responsibility, and to alter,
improve or repair the Premises and any portion of the Building of which the
Premises are a part that Landlord may deem necessary or desirable, without
abatement of rent and may for that purpose erect scaffolding and other necessary
structures where reasonable required by the character of the work to be
performed, always providing that the entrance to the Premises shall not be
blocked thereby, and further providing that the business of the tenant shall not
be interfered with unreasonably. Tenant hereby waives any claim for damages or
for any injury or inconvenience to or interfere with Tenant's business, any loss
of occupancy of quiet enjoyment of the Premises, and any other loss occasioned
thereby. For each of the aforesaid purposes, Landlord shall at all times have
and retain a key with which to unlock all of the doors in, upon and about the
Premises, excluding Tenant's vaults, safes and files, and Landlord shall have
the right to use any and all means which Landlord may deem proper to open said
doors in an emergency, in order to obtain entry to the Premises without
liability to Tenant except for any failure to exercise due care for Tenant's
property. Any entry to the Premises obtained by Landlord by any of said means,
or otherwise shall not under any circumstances be construed or deemed to be
forcible or unlawful entry into, or a detainer of the Premises, or an eviction
of Tenant from the Premises or any portion thereof.

22. RECONSTRUCTION. In the event the Premises of the Building of which the
Premises are a part are damaged by fire or other perils covered by extended
coverage insurance, Landlord agrees to forthwith repair the same; and this Lease
shall remain in full force and effect, except that Tenant shall be entitled to a
proportionate reduction to be based upon the extent to which the making of such
repairs shall materially interfere with the business carried on by the Tenant in
the premises. If the damage is due to the fault of neglect of Tenant or its
employees, there shall be no abatement of rent.

    In the event the premises or the Building of which the premises are a part
are damaged as a result of any cause other than perils covered by fire and
extended coverage

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insurance, then Landlord shall forthwith repair the same, provided the
extent of the destruction be less than ten (10%) percent of the then full
replacement cost of the premises or the Building of which the Premises are a
part. In the event the destruction of the Premises or the Building is to an
extent greater than ten (10%) percent of the full replacement cost, then
Landlord shall have the option: (1) to repair or restore such damage, this lease
continuing in full force and effect, but the rent to be proportionately reduced
as here in above in this Article provided; or (2) give notice to Tenant at any
time within sixty (60) days after such damage terminating this lease as of the
date specified in such notice, which date shall be no less than thirty (30) and
nor more than sixty (60) after the giving of such notice. In the event of giving
such notice, this Lease shall expire on the date so specified in such notice and
rent, reduces by a proportionate amount, based upon the extent, if any, to which
such damage materially interfered with the business carried on by the Tenant in
the premises, shall be paid up to date of said such termination. 
    Notwithstanding anything to the contrary contained in this Article,
Landlord shall not have any obligation whatsoever to repair, reconstruct or
restore the promises when the damage resulting from any casualty covered under
this Article occurs during the last twelve (12) months of the term of this Lease
or any extension thereof.
    Landlord shall not be required to repair any injury or damage by fife or
other cause, or to make any repairs or replacements of any panels, decoration,
office fixtures, railings, floor covering, partitions, or any other property
installed on the premises by Tenant.
    The Tenant shall not be entitled to any compensation or damages from
Landlord for loss of the use of the whole or any part of the premises. Tenant's
personal property or any inconvenience or annoyance occasioned by such damage,
repair, reconstruction or restoration.

23. DEFAULT. The occurrence of any one or more of the following events shall
constitute a default and breach of the Least by Tenant.

    23a. The vacating or abandonment of the Premises by tenant.

    23b. The failure by Tenant to make any payment or rent or any other payment
required to be made by Tenant hereunder, as and when due, where such failure
shall continue for a period of three (3) days after written notice thereof by
Landlord to Tenant.

    23c. The failure by tenant to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by the
Tenant, other than described in Article 23b. above, where such failure shall
continue for a period of thirty (30) days after written notice thereof by
Landlord to tenant: provided, however, that if the nature of Tenant's default if
Tenant commences such cure within said thirty (30) day period and thereafter
diligently prosecutes such cure to completion.

    23d. The making by Tenant of any general assignment of general arrangement
for the benefit or creditors; or the filing by or against Tenant of a petition
to have Tenant adjudged a bankrupt, or a petition or reorganization or
arrangement under any law relating to bankruptcy (unless, in the case of a
petition filed against Tenant, the same is dismissed within sixty (60) days); or
the appointment of a trustee or a receiver to take possession is not restored to
Tenant within thirty (30) days; or the attachment execution or other judicial
seizure of substantially all of Tenant's assets located at the premises of
Tenant's interest in this Lease, where such seizure in not discharged in thirty
(30) days.

24. REMEDIES IN DEFAULT. IN the event on any such material default or breach by
Tenant, Landlord may at any time thereafter, with or without notice or demand
and without limiting landlord in the exercise of a right or remedy which
Landlord may have by reason of such default or breach:

    24a. Terminate Tenant's right to possession of the premises by any lawful
means, in which case this Lease shall terminate and Tenant shall immediately
surrender possession of the premises Landlord. In such event, Landlord shall be
entitled to recover from Tenant all damages incurred by Landlord by reason of
Tenant's default including, but not limited to, the cost of recovering
possession of the premises; expenses of reletting, including necessary
renovation and alteration of the premises, reasonable attorney's fees and real
estate commission actually reasonable attorney's fee and real estate commission
actually paid; by Landlord and applicable 0 the unexpired term of this Lease.
Unpaid installments of rent or other sums shall bear interest from the date due
at the rate of ten (10%) percent per annum. In the event Tenant shall have
abandoned the premises Landlord shall have the option of (a) taking possession
of the promises and recovering from Tenant the amount specified in this
paragraph, or (b) proceeding under the provisions of the following Article 24b.

    24b. Maintain Tenant's right to possession, in which case this Lease shall
continue in effect whether or not Tenant shall have abandoned the premises. In
such event Landlord shall be entitled to enforce all of Landlord's rights and
remedies under this Lease, Including the right to recover the rent as it becomes
due hereunder.

    24c. Pursue any other remedy now or hereafter available to Landlord
under the laws or judicial decision of the state in which the premises are
located.

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25. EMINENT DOMAIN. If more than twenty-five (25%) percent of the premises shall
be taken or appropriated by any public or quasi-public authority under there
power of eminent domain, either party hereto shall have the right, at its
option, to terminate this Lease, and Landlord shall be entitled to any and all
income, rent award or any interest therein whatsoever which may be paid or made
in connection with such public or quasi-public use or purpose, and Tenant shall
have no claim against Landlord for the value of any unexpired term of this
Lease. If either less than or more than twenty five (25%) percent of the
premises is taken, and neither party elects to terminate as herein proceeded,
the rental thereafter to be paid shall be equally reduced. If any appropriated,
landlord shall have the right as its option to terminate this Lease and shall be
entitled to the entire award as above provided.

26. OFFSET STATEMENT. Tenant shall at any time from time to time upon not less
than ten (10) days' prior written notice from Landlord execute, acknowledge and
deliver to Landlord a statement in writing. (a) certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the nature of
such modification and certifying that this Lease as so modified is in full
force and effect), and the date to which the rental and other charges are [are
in advance, of any, and (b) unsettled defaults on the part of the Landlord
hereunder, or specifying such defaults if any are claimed. Any such statement
may be relied upon by any prospective purchaser or encumbrance of all or any
portion of the real property of which the premises are a part.

27. PARKING. Tenant shall have the right to use in common with other tenants or
occupants of the Building the parking facilities of the Building, if any,
subject to the monthly rates rules and regulations and any other charges of
Landlord for such parking facilities which may be established or altered by
Landlord at any time or from time to time during the term hereof.

28. AUTHORITY OF PARTIES.

    28a. Corporate Authority. If Tenant is a corporation, each individual
executing this Lease on behalf of said corporation represents and warrants that
he is duly authorized to execute and deliver this Lease on behalf of said
corporation, in accordance with a duly adopted resolution of the board of
directors of said corporation or in accordance with the by-laws of said
corporation, and that this Lease is binding upon said corporation in accordance
with its terms.

    28b. Limited partnerships. If the Landlord herein is a limited partnership,
it is understood and agreed that any claims by Tenant on Landlord shall be
limited to the assets of the officers, directors or shareholders of any
corporate partner, except the to the extent of their interest in said limited
partnership.

29. GENERAL PROVISIONS.

    (i) Plats and Riders. Clauses, plats and riders, if any, signed by the
Landlord and the Tenant and endorsed on or affixed to this Lease area part
hereof. 

    (ii) Waiver. The waiver by Landlord of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or
condition on any subsequent breach of the same or any other term, covenant or
condition herein contained. The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term, covenant or condition of this Lease, other than the failure of the
Tenant to pay the particular rental so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of the acceptance of such rent.

    (iii) Notices. All notices and demands which may or are to be requires or
permitted to be given by either party to the other hereunder shall be in
writing. All notices and demands by the Landlord to the Tenant shall be sent by
United States Mail, postage prepaid, addressed to the Tenant at he premises, or
to such other place as Tenant may from time to time designate in a notice to the
Landlord. All notices and demands by the Tenant to the Landlord shall be sent by
United States Mail, postage prepaid, addressed to the Landlord at the office of
the Building or to such other person or place as the Landlord may from time to
time designate in a notice to the Tenant.

    (iv) Joint obligation. If there be more than one Tenant the obligations
hereunder imposed upon Tenants shall be joint and several.

    (v) Marginal Headings. The marginal headings and Article titles to the
Articles of this Lease are not a part of this Lease and shall have no effect
upon the construction or interpretation of any part hereof.

    (vi) Time. Time is of the essence of the Lease and each and all of its
provisions in which performance is a factor.

    (vii) Successors and Assigns. The covenants and conditions herein contained,
subject to the provisions as to assignment, apply to an bind the heirs,
successors executors, administrators and assigns of the parties hereto.

    (viii) Recordation. Neither Landlord nor Tenant shall record this Lease nor
a short form memorandum hereof without the prior written consent of the other
party.

    (ix) Quiet possession. Upon Tenant paying the rent reserved hereunder and
observing and performing all of the covenants, conditions and provisions on
Tenants part 

                                       7
<PAGE>
 
to be observed and performed hereunder, Tenant shall have requires
possession of the premises for the entire time hereof subject to all the
provisions of this Lease.

    (x) Late charges. Tenant hereby acknowledges that late payment by Tenant to
Landlord of rent or other sums due hereunder will cause Landlord to incur costs
nor 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 Landlord by
terms of any mortgage or trust deed covering the premises. Accordingly, if any
installment of rent or of a sum due from Tenant shall not be received by
Landlord or Landlord's designee within ten(10) days after written notice that
said amount is past due, then Tenant shall pay to Landlord a late charge equal
to ten (10%) percent of such overdue amount. The parties hereby agree that such
late charges represent a fair and reasonable estimate of the cost that Landlord
will incur by reason of the late payment by Tenant. Acceptance of such late
charges by the Landlord shall in no event constitute a waiver of Tenant's
default with respect to such overdue amount, nor prevent Landlord from
exercising any of the other rights and remedies granted hereunder.

    (xi) Prior Agreement. This Lease contains all of the agreements of the
parties hereto with respect to any matter covered or mentioned in this Lease,
and no prior agreements or understanding pertaining to any such matters shall be
effective for any purpose. No provision of this Lease may be amended or added to
except by an agreement in writing signed by the parties hereto or their
respective successors in interest. This Lease shall not be effective or binding
on any party until fully executed by both parties here.

    (xii) Inability to perform. This Lease and the obligations of the Tenant
hereunder shall not be affected or impaired because the Landlord is unable to
fulfill any of its obligations hereunder or is delayed in doing so, if such
inability or delay is caused by reason of strike, labor troubles, acts of God,
or any other cause beyond the reasonable control of the Landlord.

    (xiii) Attorneys' fees. In the event of any action or Lease the prevailing
party shall be entitled to recover all costs or proceeding in such amount as the
court may adjudge reasonable as attorneys' fees.

    (xiv) Sale of Premises by Landlord. In the event of any sale of the
Building, Landlord shall be and is hereby entirely freed and relieved of all
liability under and all of its covenants and obligations contained in or derived
from this Lease arising consummation of such sale, and the purchaser are such
sale or any subsequent of the premises shall be deemed, without any interest or
between the parties and any such purchaser, to have assumed and agreed to carry
out any and all of the covenants and obligations of the Landlord under this
Lease.

    (xv) Subordination, Attainment. Upon request of the Landlord, Tenant will in
writing subordinate its rights hereunto the lien of any first mortgage, or first
deed of trust to any bank insurance company or other lending institution, now or
hereafter in force against the land and building of which the premises are a
part, and upon any buildings hereafter placed upon the land of which the
premises are a part, and to all advances made or hereafter to be made upon the
security thereof.

    In the event any proceeding brought for foreclosure, or in the event of the
exercise of the power of sale under any mortgage of deed of trust made by the
Landlord covering the premises, the Tenant shall atone to the purchaser upon any
such foreclosure or sale and recognize such purchaser as the Landlord under this
Lease.

    The provision of this Article to the contrary not with standing, and so long
as Tenant is not in default hereunder, this Lease shall remain in full force and
effect for the full term here.

    (xvi) Name. Tenant shall not use the name of the building or of the
development in which the building is situated for any purpose other than as an
address of the business to be conducted by the Tenant in the premises.

    (xvii) Separability. Any provision of this Lease which shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other
provision hereof and such other provisions shall remain in full force and
effect.

    (xviii) Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law to in equity.

    (xix) Choice of Law. This Lease shall be governed by the laws of the State
in which the premises are located.

    (xx) Signs and Auctions. Tenant shall not place any sign upon the premises
or Building or conduct any auction thereon without Landlord's prior written
consent.

    The parties hereto have executed this at the place and on the dates
specified immediately adjacent to their respective signatures.

    If this Lease has been filled in, it has been prepared for submission to
your attorney for his approval. No representation or recommendations is made by
the receiver or his agents or employees as to the legal sufficiency, legal
effect, or tax consequences of this Lease or the transactions relation thereto.

                                       8
<PAGE>
 
TENANT IS RESPONSIBLE FOR ALL INTERIOR MAINTENANCE.



T.W. Patterson Investors II


By /s/ Carol Roush
   -------------------------
   Agent for Landlord

2014 Tulare Street, Suite 705
Fresno CA. 93721



By /s/ Bob Rath
   -------------------------
   Bob Rath, agent for,
   Benefit Resources, Inc.
   15721 N. Greenway-Hayden Lp.
   Scottsdale, AZ 85260-1754

                                       9
<PAGE>
 
                 RULES AND REGULATIONS FOR STANDARD OFFICE LEASE

                  DATED: 8-6-97 LESSEE: BENEFIT RESOURCES, INC.

                                  GENERAL RULES

1. Lessee shall not suffer or permit the obstruction of any Common Areas,
including walkways, stairways, and driveways.

2. Lessor reserves the right to refuse access to any persons Lessor in good
faith judges to be a threat to the safety, reputation, or property of the Office
Building Project and its occupants.

3. Lessee shall not make or permit any noise or odors that annoy or interfere
with other lessees or persons having business within the Office Building
Project.

4. Lessee shall not keep animals or birds within the Office Building Project.
and shall not bring bicycles, motorcycles, or other vehicles not designated as
authorized for same.

5. Lessee shall not make, suffer, or permit litter except in appropriate
receptacles for that purpose.

6. Lessee shall not alter any lock or install new or additional lock and bolts.

7. Lessee shall he responsible for the inappropriate use of any toilet rooms,
plumbing, or other utilities. No foreign substances of any kind are to be
inserted therein.

8. Lessee shall not deface the walls, partitions, or other surfaces or the
premises or Office Building Project

9. Lessee shall not suffer or permit any thing in or around the Premises or
Building that causes excessive vibration or floor loading in any part of the
Office Building Project.

10. Furniture, significant freight and equipment shall be moved into or out of
the building only with the Lessor's consent, and subject to such reasonable
limitations, techniques, and timing, as may be designated by Lessor. Lessee
shall be responsible for any damage to the Office Building Project arising from
any such activity.

11. Lessee shall not employ any service or contractor for services or work to be
performed in the Building, except as approved by Lessor.

12. Lessor reserves the right to close and lock the Building on Saturdays,
Sundays, and legal holidays, and on other days between the hours 6 P.M. and 7
A.M. or the following day. If lessee uses the Premises during such periods,
Lessee shall be responsible for securely locking the doors it may have opened
for entry.

13. Lessee shall return all keys at the termination of its tenancy and shall be
responsible for the cost of replacing any keys that are lost.

14. No window coverings, shades, or awnings shall be installed or used by
Lessee.

15. No Lessee, employee, or invitee shall go upon the roof of the Building.

16. Lessee shall not suffer, or permit smoking or carrying of lighted cigars or
cigarettes in areas reasonably designated by Lessor or by applicable
governmental agencies as non-smoking areas.

17. Lessee shall not use any method of heating or air conditioning other than
provided by Lessor.

18. Lessee shall not install, maintain or operate any vending machines upon the
Premises without Lessor's written consent.

19. The Premises shall not be used for lodging or manufacturing.

20. Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental agency.

21. Lessor reserves the right to waive any one of these rules or regulations,
and/or as to any particular Lessee, and any such waiver shall not constitute a
waiver of any rule or regulation or any subsequent application thereof to such
Lessee.

22. Lessee assumes all risks from theft or vandalism and agrees to keep its
Premises locked as may be required.

23. Lessor reserves the right to make such other reasonable rules and
regulations as it may from time to time deem necessary for the appropriate
operation and safety of the Office Building Project and it occupants. Lessee
agrees to abide by these and such rules and regulations.


                                  PARKING RULES

1. Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee's employees, suppliers, shippers, customers, or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Lessor for such activities.

2. Lessor receives the right to refuse the sale of monthly identification
devices to any person or entity that willfully refuses to comply with the
applicable rules, regulations, laws and/or agreements.

3. Users of the parking area will obey all posted signs and park only in the
areas designated for vehicle parking.

4. Validation, if established, will be permissible only by such method or
methods as Lessor and/or its licensee may establish at rates generally
applicable to visitor parking.

5. The maintenance, washing, waxing, or cleaning of vehicles in the parking
structure or Common Areas is prohibited.



Signature /s/ Robert H. Rath
          ------------------

                                       10
<PAGE>
 
T.W. PATTERSON INVESTORS II
2014 TULARE STREET SUITE 705
FRESNO, CA 93721

LEASE ADDENDUM

1.    Asbestos- The Lessee is aware the building was constructed with
      materials containing asbestos. To prevent exposure to asbestos, Lessee
      should not undertake any tenant improvements (such as removing ceiling
      tiles) without Lessor's prior written permission.

2.    Insurance- The Lessee agrees to carry a policy of insurance with the
      Lessor as an additional insured. Please provide certificate prior to
      8/1/97

3.    Parking-Parking spaces will not be guaranteed in the underground
                             --------
      garage, however, underground parking spaces may be provided as
      available on a month-to-month basis. The fee for the parking space is
      an additional charge on $55 per month. Tenant may have use of the
      underground garage for after hour use as agreed upon by Golden Eagle
      PARKING. GOLDEN EAGLE IS LOCATED ON 4Th FLOOR, SUITE 400. Parking is
      also available in the nearby city parking structure, Lot 4, on a
      month-to-month basis from AMPCO SYSTEM call 442-1670.

4.    Late Charge - Lessor shall have the right to add to the amount of any
      payment required to be made by Lessee hereunder and which is not paid
      within 10 days (TEN days of the date the rental payment is due an
      amount equal to ten percent (10%) of the delinquency for each month or
      a portion thereof that the delinquency remains outstanding. The late
      charge shall be due upon demand by Lessor within l0(TEN) days of the
      rent due date and failure by Lessee to pay above installment.

5.    Option to extend - Provided that Tenant shall not then be in default
      hereunder, Tenant shall have the option to negotiate by per market
      indicators to extend the term of this Lease at a minimum of 5% annual
      rent adjustment.

Signed /s/ Bob H. Rath          Dated        8-7-97
       ----------------------         -------------
       Bob Rath, Agent for Benefit Resources, Inc.


Signed /s/ Carol Roush          Dated        8-7-97
       ----------------------         -------------
       Carol Roush, Agent for T.W. Patterson Investors II

                                       11