Exhibit  10.17


                    STANDARD  MULTI-TENANT  OFFICE  LEASE  -  NET
                   AMERICAN  INDUSTRIAL  REAL  ESTATE  ASSOCIATION

1.  BASIC  PROVISIONS  ("BASIC  PROVISIONS").
1.1  PARTIES:  This  Lease  ("Lease"),  dated  for reference purposes only April
9,2004  ,  is made by and between La Patera Investors, LP ("LESSOR") and NeWave,
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Inc.("LESSEE"),
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(Collectively  the  "PARTIES",  or  individually  a  "PARTY").
1.2(a)  PREMISES:  That certain portion of the Project (as defined below), known
as  the  street  address  of  30  S. La Patera #7 located in the city of Goleta,
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County  of  Santa  Barbara,  State  of  California,  with a zip code of 93117 as
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outlined  in exhibit B attached hereto ("PREMISES") and generally describe as An
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apx 15,800 leaseable sq. ft. office.  The building is apx. 179,667 leaseable sq.
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ftIn  addition  to  Lessee's  rights  to  use  and  occupy  the  Premises  as
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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 (see Rules & Regulations #15), the exterior
walls,  the  area  above  the  dropped  ceilings, or the utility raceways of the
building  containing  the Premises ("BUILDING") or to any other buildings in the
Project.  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 "PROJECT." The Project consists of approximately
40,030  rentable  square  feet.  (See  also  Paragraph  2)
1.2(b)  PARKING: Available -unreserved vehicle parking and none reserved parking
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(See  Paragraph  2.6)
1.3  TERM: Five (5) years and One Half (1/2) months ("ORIGINAL TERM") commencing
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April  15,  2004  ("COMMENCEMENT  DATE")  and  ending April 30, 2009("EXPIRATION
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DATE").  (See  also  Paragraph  3)
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1.4  EARLY  POSSESSION:  Upon full execution of lease ("EARLY POSSESSION DATE").
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(See  also  Paragraphs  3.2  and  3.3)
1.5  BASE  RENT:  $15,642.00  per month ("BASE RENT)", payable on the 1st day of
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each  month  Commencing  June  1,  2004.  (See  also  Paragraph  4)
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[  ]  If  this  box  is checked, there are provisions in this Lease for the Base
Rent  to  be  adjusted.
1.6  LESSEE'S  SHARE OF OPERATING EXPENSE INCREASE: Nine percent (9%) ("LESSEE'S
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SHARE"). Lessee's Share has been calculated by dividing the approximate rentable
square  footage  of  the Premises by the total approximate square footage of the
rentable  space  contained  in  the Project and shall not be subject to revision
except  in  connection  with  an  actual change in the size of the Premises or a
change  in  the  space  available  for  lease  in  the  Project.
1.7  BASE  RENT  AND  OTHER  MONIES  PAID  UPON  EXECUTION:
(a)  BASERENT:$16,642.00  for  the  period  June  1-30,2004
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(b)  COMMON  AREA  APPERATING  EXPENSES: $7,268.00 for the period May 1-June 30,
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2004
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(c)  SECURITY  DEPOSIT:  $15,642.00  ("SECURITY  DEPOSIT").  (See  also
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(d)  OTHER:_________________________________________________
(e)  TOTAL  DUE  UPON  EXECUTION  OF  THIS  LEASE:  $38,552.00
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1.8  AGREED  USE:  General  office  and  distribution  for an internet sales and
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marketing  operation.   It  is  represented  that  this  is  not a telemarketing
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operation-----------------------------  (See  also  Paragraph  6)
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1.9  INSURING  PARTY.  Lessor  is  the  "INSURING PARTY". (See also Paragraph 8)
1.10  REAL  ESTATE  BROKERS:  (See  also  Paragraph  15)
(a)  REPRESENTATION:  The  following  real  estate  brokers  (the "BROKERS") and
brokerage  relationships  exist  in  this  transaction (check applicable boxes):
[  ]  Radis  Group  represents  Lessor  exclusively  ("LESSOR'S  BROKER");
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[  ]  Re/Max  Commercial  represents  Lessee exclusively ("LESSEE'S BROKER"); or
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[  ]  represents  both  Lessor  and  Lessee  ("DUAL  AGENCY")
(b)  PAYMENT  TO  BROKERS:  Upon  execution  and  delivery of this Lease by both
Parties,  Lessor  shall  pay  to  the  Brokers  the brokerage fee agreed to in a
separate  written agreement for the brokerage services rendered by the Brokers).
1.11  GUARANTOR:  The  obligations  of  the  Lessee  under  this  Lease shall be
guaranteed  by:  Michael  Jay  Hill-------------------------------------
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("GUARANTOR"):  (See  also  Paragraph  37)

1.12 Addenda and Exhibits.  Attached hereto is an addendum or addenda consisting
of  paragraphs  49through 55 and exhibits A through D, all of which constitute a
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part  of  this  lease.

2.  PREMISES.
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  size set forth in this Lease, or that may have been
used  in  calculating  Rent,  is  an  approximation  which  the Parties agree is
reasonable and any payments based thereon are not subject to revision whether or
not  the  actual  size  is  more  or less. NOTE: LESSEE IS ADVISED TO VERITY THE
ACTUAL  SIZE  PRIOR  TO  EXECUTING  THIS  LEASE.

2.2  CONDITION. Lessor shall deliver the Premises to Lessee in a clean condition
on  the  Commencement  Date or the Early Possession Date, whichever first occurs
("START  DATE"),  and  warrants  that  the  existing  electrical, plumbing, fire
sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"),
and  all  other items which the Lessor is obligated to construct pursuant to the
Work  Letter  attached  hereto,  if any, other than those constructed by Lessee,
shall  be  in  good  operating  condition  on  said  date.

2.3  COMPLIANCE.  Lessor  warrants that the improvements comprising the Premises
and  the  Common Areas comply with the building codes that were in effect at the
time  that  each such improvement, or portion thereof, was constructed, and also
with  all applicable laws, covenants or restrictions of record, regulations, and
ordinances  ("Applicable  Requirements")  in  effect  on  the  Start  Date. Said
warranty  does  not  apply  to  the  use  to which Lessee will put the Premises,
modifications  which  may  be required by the Americans with Disabilities Act or
any  similar  laws  as  a  result  of Lessee's use (see Paragraph 50), or to any
Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to
be  made  by  Lessee. NOTE: LESSEE IS RESPONSIBLE FOR DETERMINING WHETHER OR NOT
THE  ZONING  AND  OTHER  APPLICABLE  REQUIREMENTS  ARE  APPROPRIATE FOR LESSEE'S
INTENDED  USE,  AND ACKNOWLEDGES THAT PAST USES OF THE PREMISES MAY NO LONGER BE
ALLOWED.  IF THE Premises do not comply with said warranty, Lessor shall, except
as  otherwise  provided,  promptly  after  receipt of written notice from Lessee
setting  forth  with  specificity  the nature and extent of such non-compliance,
rectify  the same. If the Applicable Requirements are hereafter changed so as to
require  during  the term of this Lease the construction of an addition to or an
alteration  of  the Premises, the remediation of any Hazardous Substance, or the
reinforcement  or  other  physical  modification  of  the  Premises  ("Capital
Expenditure"),  Lessor  and  Lessee  shall  allocate  the  cost  of such work as
follows:
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required
as a result of the specific and unique use of the Premises by Lessee as compared
with  uses by tenants in general, Lessee shall be fully responsible for the cost
thereof,  provided,  however that if such Capital Expenditure is required during
the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent,
Lessee  may  instead  terminate  this  Lease  unless  Lessor notifies Lessee, in
writing, within 10 days after receipt of Lessee's termination notice that Lessor
has elected to pay the difference between the actual cost thereof and the amount
equal  to  6  months'  Base  Rent.  If  Lessee  elects termination, Lessee shall
immediately  cease  the  use  of  the  Premises  which  requires  such  Capital
Expenditure  and  deliver to Lessor written notice specifying a termination date
at  least  90 days thereafter. Such termination date shall, however, in no event
be  earlier  than  the  last  day that Lessee could legally utilize the Premises
without  commencing  such  Capital  Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use
of  the  Premises  by  Lessee  (such  as,  governmentally  mandated  seismic
modifications),  then  Lessor and Lessee shall allocate the cost of such Capital
Expenditure  as  follows:  Lessor  shall  advance  the  funds necessary for such
Capital  Expenditure but Lessee shall be obligated to pay, each month during the
remainder  of  the term of this Lease, on the date on which Base Rent is due, an
amount  equal  to  the product of multiplying Lessee's share of the cost of such
Capital  Expenditure  (the  percentage specified in Paragraph 1.6 by a fraction,
the  numerator of which is one, and the denominator of which is 144 (le. 1/144th
of  the cost per month). Lessee shall pay interest on the unamortized balance of
Lessee's  share  at  a  rate  that is commercially reasonable in the judgment of
Lessor's  accountants.  Lessee  may, however, prepay its obligation at any time.
Provided,  however, that if such Capital Expenditure is required during the last
2  years  of  this  Lease  or  if  Lessor  reasonably  determines that it is not
economically  feasible to pay its share thereof, Lessor shall have the option to
terminate  this  Lease upon 90 days prior written notice to Lessee unless Lessee
notifies  Lessor,  in  writing,  within  10  days  after  receipt  of  Lessor's
termination  notice that Lessee will pay for such Capital Expenditure. If Lessor
does  not  elect to terminate, and fails to tender its share of any such Capital
Expenditure,  Lessee may advance such funds and deduct same, with Interest, from
Rent  until  Lessor's  share  of  such  costs have been fully paid. If Lessee is
unable  to finance Lessor's share, or if the balance of the Rent due and payable
for  the  remainder of this Lease is not sufficient to fully reimburse Lessee on
an  offset  basis,  Lessee  shall have the right to terminate this Lease upon 30
days  written  notice  to  Lessor.
(c)  Notwithstanding  the  above, the provisions concerning Capital Expenditures
are  intended  to  apply  only  to  nonvoluntary, unexpected, and new Applicable
Requirements.  If  the Capital Expenditures are instead triggered by Lessee as a
result  of  an  actual  or  proposed  change in use, change in intensity of use,
modification  to  the  Premises  then,  and in that event, Lessee shall be fully
responsible  for  the  cost  thereof,  and  Lessee  shall  not have any right to
terminate  this  Lease.

2.4  ACKNOWLEDGEMENTS.  Lessee acknowledges that: (a) Lessee has been advised by
Lessor  and/or  Brokers  to  satisfy itself with respect to the condition of the
Premises  (including  but not limited to the electrical, HVAC and fire sprinkler
systems,  security,  environmental  aspects,  and  compliance  with  Applicable
Requirements),  and  their suitability for Lessee's intended use, (b) Lessee has
made such investigation as it deems necessary with reference to such matters and
assumes  all  responsibility therefor as the same relate to its occupancy of the
Premises,  and  (C)  neither  Lessor, Lessor's agents, nor Brokers have made any
oral or written representations or warranties with respect to said matters other
than  as  set  forth  in  this Lease. In addition, Lessor acknowledges that: (i)
Brokers have made no representations, promises or warranties concerning Lessee's
ability to honor the Lease or suitability to occupy the Premises, and (ii) it is
Lessor's  sole  responsibility  to  investigate  the financial capability and/or
suitability  of  all  proposed  tenants.

2.5 LESSEE AS PRIOR OWNER/OCCUPANT. The warranties made by Lessor in Paragraph 2
shall  be  of  no force or effect if immediately prior to the Start Date, Lessee
was  the  owner  or  occupant  of  the  Premises. In such event, Lessee shall be
responsible  for  any  necessary  corrective  work.

2.6  VEHICLE  PARKING.  So  long as Lessee is not in default, and subject to the
Rules and Regulations attached hereto, and as established by Lessor from time to
time,  Lessee  shall  be  entitled  to rent and use the number of parking spaces
specified  in  Paragraph  1.2(b) at the rental rate applicable from time to time
for  monthly  parking  as  set  by  Lessor  and/or  its  licensee.
(a)  If  Lessee  commits,  permits  or  allows  any of the prohibited activities
described  in  the Lease or the rules then in effect, then Lessor shall have the
right, without notice, in addition to such other rights and remedies that it may
have,  to remove or tow away the vehicle involved and charge the cost to Lessee,
which  cost  shall  be  immediately  payable  upon  demand  by  Lessor.
(b)  The monthly rent per parking space specified in Paragraph 1.2(b) is subject
to  change upon 30 days prior written notice to Lessee. The rent for the parking
is  payable  one month in advance prior to the first day of each calendar month.

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
Project and interior utility raceways and installations within the Premises that
are  provided  and  designated  by  the Lessor from time to time for the general
nonexclusive  use  of  Lessor, Lessee and other tenants of the Project and their
respective  employees, suppliers, shippers, customers, contractors and invitees,
including, but not limited to, common entrances, lobbies, corridors, stairwells,
public  restrooms,  elevators, parking areas, loading and unloading areas, trash
areas,  roadways,  walkways,  driveways  and  landscaped  areas.

2.8  COMMON AREAS - Lessee's Rights. Lessor grants to Lessee, for the benefit of
Lessee  and  its  employees,  suppliers,  shippers,  contractors,  customers and
invitees,  during  the  term  of  this  Lease, the nonexclusive 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 Project. 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 adopt, modify, amend and
enforce  reasonable  rules  and  regulations  ("Rules  and Regulations") 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 Project and
their  invitees. The 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 noncompliance with said Rules and Regulations by
other  tenants  of  the  Project.

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 the lobbies, windows, stairways, air
shafts,  elevators, escalators, restrooms, 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 Project 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  Project,  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 Project 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 Lessee totally or partially occupies the Premises prior
to  the  Commencement  Date, the obligation to pay Base Rent shall be abated for
the  period  of  such early possession. All other terms of this Lease (including
but  not  limited  to  the  obligations  to  pay Lessee's Share of the Operating
Expense  Increase)  shall,  however,  be  in effect during such period. Any such
early  possession  shall  not  affect  the  Expiration  Date.

3.3  DELAY  IN POSSESSION. Lessor agrees to use its best commercially reasonable
efforts  to  deliver  possession  of  the Premises to Lessee by the Commencement
Date.  If,  despite said efforts, Lessor is unable to deliver possession by such
date,  Lessor  shall  not  be  subject to any liability therefor, nor shall such
failure  affect  the  validity  of  this  Lease.  Lessee  shall not, however, be
obligated  to  pay  Rent  or perform its other obligations until Lessor delivers
possession  of  the  Premises and any period of rent abatement that Lessee would
otherwise  have  enjoyed  shall  run from the date of delivery of possession and
continue  for  a  period equal to what Lessee would otherwise have enjoyed under
the terms hereof, but minus any days of delay caused by the acts or omissions of
Lessee.  If  possession  is  not delivered within 60 days after the Commencement
Date, as the same may be extended under the terms of any Work Letter executed by
Parties,  Lessee  may,  at its option, by notice in writing within 10 days after
the  end  of  such  60 day period, cancel this Lease, in which event the Parties
shall  be  discharged  from all obligations hereunder. If such written notice is
not received by Lessor within said 10 day period, Lessee's right to cancel shall
terminate.  If possession of the Premises is not delivered within 120 days after
the  Commencement  Date,  this Lease shall terminate unless other agreements are
reached  between  Lessor  and  Lessee,  in  writing.

3.4 LESSEE COMPLIANCE. Lessor shall not be required to deliver possession of the
Premises to Lessee until Lessee complies with its obligation to provide evidence
of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be
required  to  perform all of its obligations under this Lease from and after the
Start  Date, including the payment of Rent, notwithstanding Lessor's election to
withhold  possession  pending receipt of such evidence of insurance. Further, if
Lessee  is  required to perform any other conditions prior to or concurrent with
the  Start  Date,  the  Start  Date shall occur but Lessor may elect to withhold
possession  until  such  conditions  are  satisfied.

4.  RENT.

4.1  RENT  DEFINED. All monetary obligations of Lessee to Lessor under the terms
of  this Lease (except for the Security Deposit) are deemed to be rent ("Rent").

4.2  OPERATING  EXPENSE INCREASE. If the building is less than 95% occupied, the
base  year  expenses  shall  be  grossed  up to a 95% occupancy level arid fully
assessed  for  real  estate  tax purposes. Lessee shall pay to Lessor during the
term hereof, in addition to the Base Rent, Lessee's Share of the amount by which
all  Operating  Expenses  for  each  Comparison  Year  exceeds the amount of all
Operating  Expenses for the Base Year, such excess being hereinafter referred to
as  the  "OPERATING  EXPENSE  LNCREASE",  in  accordance  with  the  following
provisions:
(a)  "BASE  YEAR"  is  as  specified  in  Paragraph  1.9.
(b)  "COMPARISON  YEAR" is defined as each calendar year during the term of this
Lease  subsequent  to  the  Base  Year;  provided, however, Lessee shall have no
obligation  to  pay  a share of the Operating Expense Increase applicable to the
first  12  months  of  the  Lease  Term  (other  than  such as are mandated by a
governmental  authority,  as  to which government mandated expenses Lessee shall
pay  Lessee's  Share,  notwithstanding  they  occur during the first twelve (12)
months). Lessee's Share of the Operating Expense Increase for the first and last
Comparison  Years  of the Lease Term shall be prorated according to that portion
of  such  Comparison  Year as to which Lessee is responsible for a share of such
increase.
(c)  "OPERATING  EXPENSES"  include all costs incurred by Lessor relating to the
ownership  and  operation  of  the  Project, calculated as if the Project was at
least  95%  occupied.  including,  but  not  limited  to,  the  following:
(i)  The operation, repair, and maintenance in neat, clean, safe, good order and
condition,  but  not  the  replacement (see subparagraph (g)), of the following:
(aa)  The  Common  Areas, including their surfaces, coverings, decorative items,
carpets,  drapes  and window coverings, and including parking areas, loading and
unloading  areas,  trash  areas,  roadways,  sidewalks,  walkways,  stairways,
parkways,  driveways,  landscaped  areas, striping, bumpers, irrigation systems,
Common Area lighting facilities, building exteriors and roofs, fences and gates;
(bb)  All  heating,  air conditioning, plumbing, electrical systems, life safety
equipment,  communication  systems and other equipment used in common by, or for
the  benefit  of,  lessees  or occupants of the Project, including elevators and
escalators,  tenant  directories,  fire  detection  systems  including sprinkler
system  maintenance  and  repair.
(ii)  Trash  disposal,  janitorial and security services, pest control services,
and  the  costs  of  any  environmental  inspections;
(iii) Any other service to be provided by Lessor that is elsewhere in this Lease
stated  to  be  an  "Operating  Expense";
(iv)  The  cost  of the premiums for the insurance policies maintained by Lessor
pursuant to paragraph 8 and any deductible portion of an insured loss concerning
the  Building  or  the  Common  Areas;
(v)  The  amount  of  the  Real  Property  Taxes  payable  by Lessor pursuant to
paragraph  10;
(vi)  The  cost  of  water, sewer, gas, electricity, and other publicly mandated
services  not  separately  metered;
(vii)  Labor,  salaries,  and  applicable  fringe benefits and costs, materials,
supplies  and  tools,  used  in  maintaining  and/or  cleaning  the  Project and
accounting  and  management  fees  attributable to the operation of the Project;
(viii)  The  cost  of any Capital Expenditure to the Building or the Project not
covered  under  the  provisions  of Paragraph 2.3 provided; however, that Lessor
shall  allocate  the  cost of any such Capital Expenditure over a 12 year period
and  Lessee  shall not be required to pay more than Lessee's Share of 1/144th of
the  cost  of  such  Capital  Expenditure  in  any  given  month;
(ix)  Replacement  of  equipment  or  improvements  that  have a useful life for
accounting  purposes  of  5  years  or  less.
(d)  Any  item  of  Operating  Expense  that is specifically attributable to the
Premises,  the  Building  or  to  any  other  building  in the Project or to the
operation,  repair  and maintenance thereof, shall be allocated entirely to such
Premises,  Building,  or  other  building.  However,  any  such item that is 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  Project.
(e)  The  inclusion  of  the  improvements, facilities and services set forth in
Subparagraph  4.2(c)  shall not be deemed to impose an obligation upon Lessor to
either  have said improvements or facilities or to provide those services unless
the  Project  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.
(9  Lessee's  Share  of  Operating  Expense  Increase shall be payable by Lessee
within  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  in advance of Lessee's Share of the
Operating  Expense  Increase  for  any  Comparison  Year,  and the same shall be
payable  monthly  during each Comparison Year of the Lease term, on the same day
as  the  Base  Rent  is  due  hereunder.  In the event that Lessee pays Lessor's
estimate  of  Lessee's  Share of Operating Expense Increase as aforesaid, Lessor
shall  deliver  to Lessee within 60 days after the expiration of each Comparison
Year  a  reasonably  detailed  statement  showing  Lessee's  Share of the actual
Operating Expense Increase incurred during such year. If Lessee's payments under
this paragraph (9 during said Comparison Year exceed Lessee's Share as indicated
on  said  statement,  Lessee  shall  be  entitled  to  credit the amount of such
overpayment  against  Lessee's  Share of Operating Expense Increase next falling
due.  If Lessee's payments under this paragraph during said Comparison Year were
less  than  Lessee's  Share  as indicated on said statement, Lessee shall pay to
Lessor  the  amount of the deficiency within 10 days after delivery by Lessor to
Lessee  of said statement. Lessor and Lessee shall forthwith adjust between them
by  cash payment any balance determined to exist with respect to that portion of
the last Comparison Year for which Lessee is responsible as to Operating Expense
Increases,  notwithstanding  that  the Lease term may have terminated before the
end  of  such  Comparison  Year.
(g)  Operating Expenses shall not include the costs of replacement for equipment
or  capital components such as the roof, foundations, exterior walls or a Common
Area capital improvement, such as the parking lot paving, elevators, fences that
have  a  useful  life for accounting purposes of 5 years or more unless it is of
the type described in paragraph 4.2(c) (viii), in which case their cost shall be
included  as  above  provided.
(h)  Operating  Expenses  shall  not  include  any  expenses  paid by any tenant
directly  to third parties, or as to which Lessor is otherwise reimbursed by any
third  party,  other  tenant,  or  by  insurance  proceeds.

4.3  PAYMENT.  Lessee  shall  cause  payment of Rent to be received by Lessor in
lawful  money  of  the  United  States  on or before the day on which it is due,
without  offset  or  deduction (except as specifically permitted in this Lease).
Rent  for  any  period  during  the  term hereof which is for less than one full
calendar  month  shall  be prorated based upon the actual number of days of said
month.  Payment  of Rent shall be made to Lessor at its address stated herein or
to  such  other  persons  or  place as Lessor may from time to time designate in
writing.  Acceptance  of  a payment which is less than the amount then due shall
not  be  a  waiver of Lessor's rights to the balance of such Rent, regardless of
Lessor's  endorsement  of  any  check  so  stating. In the event that any check,
draft,  or  other  instrument of payment given by Lessee to Lessor is dishonored
for any reason, Lessee agrees to pay to Lessor the sum or ~25 in addition to any
Late  Charge.  Payments  will  be  applied  first  to  accrued  late charges and
attorney's  fees,  second  to  accrued interest, then to Base Rent and Operating
Expense  increase,  and any remaining amount to any other outstanding charges or
costs.

5.  SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution hereof the
Security  Deposit  as  security  for  Lessee's  faithful  performance  of  its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults
under  this  Lease,  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, expense, loss or damage which Lessor may
suffer  or incur by reason thereof. If Lessor uses or applies all or any portion
of  the  Security  Deposit,  Lessee  shall  within 10 days after written request
therefor, deposit monies with Lessor sufficient to restore said Security Deposit
to the full amount required by this Lease. If the Base Rent increases during the
term  of  this  Lease,  Lessee  shall, upon written request from Lessor, deposit
additional  moneys  with Lessor so that the total amount of the Security Deposit
shall  at  all  times bear the same proportion to the increased Base Rent as the
initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be
amended  to  accommodate  a  material  change  in  the  business of Lessee or to
accommodate a sublessee or assignee, Lessor shall have the right to increase the
Security  Deposit  to  the extent necessary, in Lessor's reasonable judgment, to
account for any increased wear and tear that the Premises may suffer as a result
thereof. If a change in control of Lessee occurs during this Lease and following
such  change  the  financial  condition  of  Lessee  is,  in Lessor's reasonable
judgment,  significantly  reduced,  Lessee  shall deposit such additional monies
with  Lessor  as  shall  be  sufficient to cause the Security Deposit to be at a
commercially  reasonable  level  based  on  such  change in financial condition.
Lessor  shall  not  be  required  to keep the Security Deposit separate from its
general  accounts.  Within  14  days after the expiration or termination of this
Lease,  if  Lessor elects to apply the Security Deposit only to unpaid Rent, and
otherwise  within  30  days  after  the  Premises  have been vacated pursuant to
Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit
not  used  or  applied  by  Lessor.  No  part  of  the Security Deposit shall be
considered  to  be  held  in trust, to bear interest or to be prepayment for any
monies  to  be  paid  by  Lessee  under  this  Lease.

6.  USE.
6.1  USE.  Lessee  shall use and occupy the Premises only for the Agreed Use, 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 damage, waste or a nuisance, or that disturbs occupants of
or  causes  damage  to  neighboring  premises  or  properties.  Lessor shall not
unreasonably  withhold  or  delay  its  consent  to  any  written  request for a
modification  of  the  Agreed  Use,  so  long  as  the  same will not impair the
structural  integrity  of  the  improvements of the Building, will not adversely
affect  the  mechanical,  electrical,  HVAC,  and other systems of the Building,
and/or will not affect the exterior appearance of the Building. If Lessor elects
to  withhold consent, Lessor shall within 7 days after such request give written
notification  of  same,  which  notice  shall include an explanation of Lessor's
objections  to  the  change  in  the  Agreed  Use.

6.2  HAZARDOUS  SUBSTANCES.
(a)  REPORTABLE  USES REQUIRE CONSENT. The term "Hazardous Substance" as used in
this  Lease  shall  mean  any  product, substance, or waste whose presence, use,
manufacture,  disposal,  transportation,  or  release,  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
Substances  shall  include,  but  not  be  limited  to, hydrocarbons, petroleum,
gasoline,  and/or  crude  oil  or any products, byproducts or fractions thereof.
Lessee  shall not engage in any activity in or on the Premises which constitutes
a  Reportable  Use  of  Hazardous  Substances  without the express prior written
consent  of  Lessor  and  timely  compliance  (at  Lessee's  expense)  with  all
Applicable Requirements. "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/or
(iii)  the  presence  at  the  Premises of a Hazardous Substance with respect to
which  any  Applicable  Requirements  requires that a notice be given to persons
entering  or  occupying  the Premises or neighboring properties. Notwithstanding
the  foregoing,  Lessee  may use any ordinary and customary materials reasonably
required  to  be  used  in  the normal course of the Agreed Use such as ordinary
office  supplies  (copier  toner, liquid paper, glue, etc.) and common household
cleaning  materials,  so  long  as such use is in compliance with all Applicable
Requirements,  is  not  a  Reportable  Use,  and does not expose the Premises or
neighboring property to any meaningful risk of contamination or damage or expose
Lessor  to any liability therefor. In addition, Lessor may condition its consent
to  any  Reportable  Use  upon  receiving  such  additional assurances as Lessor
reasonably  deems  necessary  to protect itself, the public, the Premises and/or
the  environment  against  damage.  contamination,  injury  and/or  liability,
including,  but not limited to, the installation (and removal on or before Lease
expiration  or  termination)  of  protective  modifications  (such  as  concrete
encasements)  and/or  increasing  the  Security  Deposit.
(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,  other  than  as  previously  consented  to  by  Lessor,  Lessee shall
immediately  give written notice of such fact to Lessor, and provide Lessor with
a  copy  of  any  report,  notice,  claim  or  other  documentation which it has
concerning  the  presence  of  such  Hazardous  Substance.
(c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance
to  be  spilledor  releasedin,on,under, or about the Premises (including through
the  plumbing or sanitary sewer system) and shall promptly, at Lessee's expense,
comply  with  all  Applicable  Requirements  and  take  all investigatory and/or
remedial  action  reasonably  recommended,  whether  or  not formally ordered or
required,  for  the  cleanup  of  any contamination of, and for the maintenance,
security  and/or  monitoring of the Premises or neighboring properties, that was
caused or materially contributed to by Lessee, or pertaining to or involving any
Hazardous  Substance brought onto the Premises during the term of this Lease, by
or  for  Lessee,  or  any  third  party.
(d)  Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its
agents,  employees, lenders and ground lessor, if any, harmless from and against
any  and  all  loss  of  rents  and/or  damages, liabilities, judgments, claims,
expenses,  penalties,  and  attorneys'  and  consultants' fees arising out of or
involving any Hazardous Substance brought onto the Premises by or for Lessee, or
any  third  party  (provided, however, that Lessee shall have no liability under
this  Lease  with  respect  to  underground migration of any Hazardous Substance
under  the  Premises from areas outside of the Project not caused or contributed
to  by  Lessee).  Lessee's obligations 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,  removal,
remediation,  restoration  and/or abatement, and shall survive the expiration or
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.
(e)  Lessor  Indemnification.  Lessor  and  its  successors  and  assigns  shall
indemnify,  defend,  reimburse  and  hold  Lessee,  its  employees  and lenders,
harmless  from and against any and all environmental damages, including the cost
of  remediation,  which  result  from  Hazardous Substances which existed on the
Premises prior to Lessee's occupancy or which are caused by the gross negligence
or  willful misconduct of Lessor, its agents or employees. Lessor's obligations,
as  and  when required by the Applicable Requirements, shall include, but not be
limited  to,  the  cost  of  investigation,  removal, remediation, resto.r.ation
and/or abatement, and shall survive the expiration or termination of this Lease.
(f)  Investigations and Remediations. Lessor shall retain the responsibility and
pay  for  any  investigations  or  remediation measures required by governmental
entities  having  jurisdiction  with  respect  to  the  existence  of  Hazardous
Substances  on the Premises prior to Lessee's occupancy, unless such remediation
measure  is  required  as  a result of Lessee's use (including "Alterations", as
defined  in paragraph 7.3(a) below) of the Premises, in which event Lessee shall
be  responsible  for  such  payment.  Lessee  shall  cooperate fully in any such
activities  at  the  request  of  Lessor, including allowing Lessor and Lessor's
agents to have reasonable access to the Premises at reasonable times in order to
carry  out  Lessor's  investigative  and  remedial  responsibilities.
(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph
9.1(e))  occurs  during  the  term  of  this  Lease,  unless  Lessee  is legally
responsible  therefor  (in  which  case  Lessee shall make the investigation and
remediation thereof required by the Applicable Requirements and this Lease shall
continue  in  full  force  and  effect,  but  subject  to  Lessor's rights under
Paragraph  6.2(d)  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 remediate
such  condition  exceeds  12  times  the  then  monthly  Base  Rent or $100,000,
whichever  is  greater,  give  written  notice  to  Lessee, within 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 60 days
following  the  date  of  such  notice.  in  the  event  Lessor elects to give a
termination  notice,  Lessee may, within 10 days thereafter, give written notice
to  Lessor  of  Lessee's  commitment  to pay the amount by which the cost of the
remediation  of such Hazardous Substance Condition exceeds an amount equal to 12
times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall
provide  Lessor with said funds or satisfactory assurance thereof within 30 days
following  such  commitment.  In  such  event, this Lease shall continue in full
force  and  effect, and Lessor shall proceed to make such 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  provided,  this Lease shall terminate as of the date specified in Lessor's
notice  of  termination.

6.3  Lessee's  Compliance  with  Applicable  Requirements.  Except  as otherwise
provided  in  this  Lease,  Lessee  shall,  at  Lessee's  sole  expense,  fully,
diligently  and  in  a  timely  manner,  materially  comply  with all Applicable
Requirements,  the  requirements of any applicable fire insurance underwriter or
rating  bureau, and the recommendations of Lessor's engineers and/or consultants
which  relate  in  any  manner  to  the Premises, without regard to whether said
requirements  are now in effect or become effective after the Start Date. Lessee
shall,  within 10 days after receipt of Lessor's written request, provide Lessor
with copies of all permits and other documents, and other information 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 the failure of Lessee or
the  Premises  to  comply  with  any  Applicable  Requirements.

6.4  Inspection;  Compliance.  Lessor  and  Lessor's  "Lender"  (as  defined  in
Paragraph 30) and consultants shall have the right to enter into Premises at any
time,  in  the  case of an emergency, and otherwise at reasonable times, for the
purpose  of inspecting the condition of the Premise and for verifying compliance
by  Lessee  with  this  Lease. The cost of any such inspections shall be paid by
Lessor,  unless a violation of Applicable Requirements, or a Hazardous Substance
Condition  (see  paragraph  9.le)  is  found  to  exist  or  be imminent, or the
inspection  is  requested  or ordered by a governmental authority. In such case,
Lessee  shall  upon request reimburse Lessor for the cost of such inspection, so
long as such inspection is reasonably related to the violation or contamination.

7.  MAINTENANCE; REPAIRS; UTILITY INSTALLATIONS; TRADE FIXTURES AND ALTERATIONS.

7.1  LESSEE'S  OBLIGATIONS.  Notwithstanding  Lessor's  obligation  to  keep the
Premises  in  good condition and repair, Lessee shall be responsible for payment
of the cost thereof to Lessor as additional rent for that portion of the cost of
any  maintenance and repair of the Premises, or any equipment (wherever located)
that serves only Lessee or the Premises, to the extent such cost is attributable
to  causes beyond normal wear and tear. Lessee shall be responsible for the cost
of painting, repairing or replacing wall coverings, and to repair or replace any
improvements  with  the  Premises.  Lessor  may,  at its option, upon reasonable
notice,  elect to have Lessee perform any particular such maintenance or repairs
the  cost  of  which  is  otherwise  Lessee's  responsibility  hereunder.

7.2  LESSOR'S  OBLIGATIONS.  Subject  to  the  provisions  of  Paragraphs  2.2
(Condition),  2.3 (Compliance), 4.2 (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 system, fire alarm and/or smoke
detection  systems, fire hydrants, and the Common Areas. Lessee expressly waives
the  benefit  of  any  statute  now  or  hereafter in effect to the extent it is
inconsistent  with  the  terms  of  this  Lease.

7.3  "UTILITY  INSTALLATIONS;  TRADE  FIXTURES;  ALTERATIONS.
(a) DEFINITIONS. The term "Utility Installations" refers to all floor and window
coverings,  air  lines,  vacuum  lines,  power  panels, electrical distribution,
security  and fire protection systems, communication cabling, lighting fixtures,
HVAC  equipment,  and  plumbing in or on the Premises. The term "Trade Fixtures"
shall  mean  Lessee's  machinery and equipment that can be removed without doing
material  damage  to  the  Premises.  The  term  Alterations"  shall  mean  any
modification  of  the  improvements,  other  than Utility Installations or Trade
Fixtures,  whether  by  addition  or  deletion. "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).
(b)  CONSENT.  Lessee shall not make any Alterations or Utility Installations to
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  such consent but upon notice to Lessor, as long as they are
not  visible from the outside, do not involve puncturing, relocating or removing
the  roof,  ceilings,  floors  or  any  existing  walls,  will  not  affect  the
electrical,  plumbing, HVAC, and/or life safety systems, and the cumulative cost
thereof during this Lease as extended does not exceed $2000. Notwithstanding the
foregoing,  Lessee shall not make or permit any roof penetrations and/or install
anything  on  the roof without the prior written approval of Lessor. Lessor may,
as  a  precondition  to  granting  such  approval,  require  Lessee to utilize a
contractor  chosen  and/or  approved  by  Lessor.  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.
Consent  shall be deemed conditioned upon Lessee's: (i) acquiring all applicable
governmental permits, (ii) furnishing Lessor with copies of both the permits and
the  plans  and  specifications  prior  to  commencement  of the work, and (iii)
compliance with all conditions of said permits and other Applicable Requirements
in  a  prompt  and  expeditious manner. Any Alterations or Utility Installations
shall  be  performed in a workmanlike manner with good and sufficient materials.
Lessee  shall  promptly  upon  completion  furnish Lessor with asbuilt plans and
specifications.  For  work  which  costs an amount in excess of one month's Base
Rent,  Lessor  may  condition  its  consent  upon  Lessee  providing  a lien and
completion  bond  in  an  amount  equal  to  150%  of the estimated cost of such
Alteration  or  Utility  Installation and/or upon Lessee's posting an additional
Security  Deposit  with  Lessor.
(c)  LIENS; Bonds. Lessee shall pay, when due, all claims for labor or materials
furnished  or  alleged  to have been furnished to or for Lessee at or for use on
the  Premises,  which  claims  are  or  may  be  secured  by  any  mechanic's or
materialmen's  lien  against  the Premises or any interest therein. Lessee shall
give  Lessor  not less than 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. If Lessee shall 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. If
Lessor  shall  require, Lessee shall furnish a surety bond in an amount equal to
150%  of the amount of such contested lien, claim or demand, indemnifying Lessor
against  liability  for  the  same.  If Lessor elects to participate in any such
action,  Lessee  shall  pay  Lessor's  attorneys'  fees  and  costs
..
7.4  OWNERSHIP;  REMOVAL;  SURRENDER;  AND  RESTORATION.
(a)  Ownership.  Subject to Lessor's right to require removal or elect ownership
as  hereinafter  provided,  all  Alterations  and  Utility Installations made by
Lessee  shall  be the property of Lessee, but considered a part of the Premises.
Lessor  may,  at  any  time,  elect  in  writing  to  be the owner of all or any
specified part of the Lessee Owned Alterations and Utility Installations. Unless
otherwise  instructed  per paragraph 7.4(b) hereof, all Lessee Owned Alterations
and Utility Installations shall, at the expiration or termination of this Lease,
become  the  property  of Lessor and be surrendered by Lessee with the Premises.
(b)  REMOVAL.  By  delivery  to Lessee of written notice from Lessor not earlier
than  90  and not later than 30 days prior to the end of the term of this Lease,
Lessor  may  require  that  any  or  all  Lessee  Owned  Alterations  or Utility
Installations  be removed by the expiration or termination of this Lease. Lessor
may  require  the  removal  at  any  time of all or any part of any Lessee Owned
Alterations  or  Utility  Installations  made  without  the  required  consent.
(c)  SURRENDER;  Restoration.  Lessee  shall  surrender  the  Premises  by  the
Expiration  Date  or any earlier termination date, with all of the improvements,
parts  and  surfaces  thereof  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. Notwithstanding the foregoing, if
this Lease is for 12 months or less, then Lessee shall surrender the Premises in
the  same  condition  as delivered to Lessee on the Start Date with NO allowance
for  ordinary  wear  and  tear. Lessee shall repair any damage occasioned by the
installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations
and/or  Utility Installations, furnishings, and equipment as well as the removal
of  any  storage  tank  installed by or for Lessee. Lessee shall also completely
remove  from  the  Premises  any  and  all Hazardous Substances brought onto the
Premises by or for Lessee, or any third party (except Hazardous Substances which
were deposited via underground migration from areas outside of the Project) even
if  such  removal  would  require Lessee to perform or pay for work that exceeds
statutory  requirements.  Trade Fixtures shall remain the property of Lessee and
shall  be removed by Lessee. The failure by Lessee to timely vacate the Premises
pursuant  to this Paragraph 7.4(c) without the express written consent of Lessor
shall  constitute  a  holdover  under  the  provisions  of  Paragraph  26 below.

8.  INSURANCE;  INDEMNITY.

8.1  INSURANCE  PREMIUMS.  The  cost  of the premiums for the insurance policies
maintained  by Lessor pursuant to paragraph 8 are included as Operating Expenses
(see  paragraph 4.2 (c)(iv)). Said costs shall include increases in the premiums
resulting  from  additional  coverage related to requirements of the holder of a
mortgage  or  deed  of  trust  covering  the  Premises, Building and/or Project,
increased  valuation  of the Premises, Building and/or Project, and/or a general
premium  rate  increase.  Said  costs  shall  not,  however, include any premium
increases  resulting from the nature of the occupancy of any other tenant of the
Building. If the Project was not insured for the entirety of the Base Year, then
the  base  premium  shall be the lowest annual premium reasonably obtainable for
the  required  insurance  as  of  the  Start Date, assuming the most nominal use
possible  of  the Building and/or Project. In no event, however, shall Lessee be
responsible  for  any  portion  of  the  premium  cost attributable to liability
insurance  coverage  in  excess  of  $2,000,000  procured  under  Paragraph
8.2(b).

8.2  LIABILITY  INSURANCE.
(a)  CARRIED  BY  LESSEE.  Lessee  shall  obtain  and keep in force a Commercial
General  Liability  policy  of  insurance  protecting  Lessee  and  Lessor as an
additional  insured  against  claims  for  bodily  injury,  personal  injury and
property  damage  based  upon 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 annual aggregate of not less than
$2,000,000,  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 shall not, however, limit the liability of
Lessee  nor relieve Lessee of any obligation hereunder. All insurance 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 maintain liability insurance as described in
Paragraph  8.2(a), 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 a policy or
policies  of  insurance  in the name of Lessor, with loss payable to Lessor, any
ground-lessor,  and to any Lender insuring loss or damage to the Building and/or
Project.  The  amount  of  such insurance shall be equal to the full replacement
cost  of the Building and/or Project, as the same shall exist from time to time,
or the amount required by any Lender, but in no event more than the commercially
reasonable  and  available insurable value thereof. Lessee Owned Alterations and
Utility  Installations,  Trade Fixtures, and Lessee's personal property shall be
insured  by  Lessee  under  Paragraph  8.4.  If  the  coverage  is available and
commercially appropriate, such 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),  including coverage for debris removal and the
enforcement  of any Applicable Requirements requiring the upgrading, demolition,
reconstruction  or replacement of any portion of the Premises as the result of a
covered  loss.  Said  policy  or policies shall also contain an agreed valuation
provision  in  lieu  of  any  coinsurance  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. If such insurance coverage has a deductible clause,
the  deductible  amount  shall  not  exceed  $1  000  per  occurrence.
(b)  RENTAL  VALUE.  Lessor  shall  also  obtain  and  keep in force a policy or
policies  in  the  name  of  Lessor  with loss payable to Lessor and any Lender,
insuring  the  loss  of  the  full  Rent for one year with an extended period of
indemnity  for an additional 180 days ("Rental Value insurance"). Said insurance
shall  contain  an agreed valuation provision in lieu of any coinsurance clause,
and  the  amount of coverage shall be adjusted annually to reflect the projected
Rent  otherwise  payable  by  Lessee,  for  the  next  12  month  period.
(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  Project  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;  BUSINESS  INTERRUPTION  INSURANCE.
(a)  PROPERTY DAMAGE. Lessee shall obtain and maintain insurance coverage on all
of  Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and
Utility  Installations.  Such  insurance shall be full replacement cost coverage
with  a deductible of not to exceed $1,000 per occurrence. The proceeds from any
such insurance shall be used by Lessee for the replacement of personal property,
Trade  Fixtures  and  Lessee Owned Alterations and Utility Installations. Lessee
shall  provide  Lessor  with  written  evidence that such insurance is in force.
(b)  BUSINESS  INTERRUPTION. Lessee shall obtain and maintain loss of income and
extra  expense  insurance  in  amounts  as  will  reimburse Lessee for direct or
indirect loss of earnings attributable to all perils commonly insured against by
prudent  lessees  in  the  business  of  Lessee or attributable to prevention of
access  to  the  Premises  as  a  result  of  such  perils.
(c)  NO REPRESENTATION OF ADEQUATE COVERAGE. Lessor makes no representation that
the  limits or forms of coverage of insurance specified herein are , adequate to
cover  Lessee's  property,  business operations or obligations under this Lease.

8.5  INSURANCE  POLICIES.  Insurance  required herein shall be by companies duly
licensed  or  admitted  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, as set forth in the most current issue of "Best's Insurance
Guide", or such other rating as may be required by a Lender. Lessee shall not do
or permit to be done anything which invalidates the required insurance policies.
Lessee  shall,  prior  to  the Start Date, deliver to Lessor certified copies of
policies  of such insurance or certificates evidencing the existence and amounts
of  the  required  insurance.  No  such policy shall be cancelable or subject to
modification  except after 30 days prior written notice to Lessor. Lessee shall,
at  least  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. Such policies shall be
for  a  term  of  at least one year, or the length of the remaining term of this
Lease, whichever is less. If either Party shall fail to procure and maintain the
insurance  required  to  be carried by it, the other Party may, but shall not be
required  to,  procure  and  maintain  the  same.

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 against the other, for loss of or damage to its
property arising out of or incident to the perils required to be insured against
herein.  The effect of such releases and waivers is not limited by the amount of
insurance  carried  or  required,  or  by any deductibles applicable hereto. The
Parties  agree to have their respective property damage insurance carriers 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  gross  negligence or willful misconduct,
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, liens, judgments,
penalties, attorneys' and consultants' fees, expenses and/or liabilities arising
out  of,  involving,  or  in  connection  with,  the use and/or occupancy of the
Premises  by  Lessee.  If  any action or proceeding is brought against Lessor by
reason of any of the foregoing matters, Lessee shall upon notice 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  defended  or  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,  HVAC  or lighting fixtures, or from any other cause, whether the said
injury or damage results from conditions arising upon the Premises or upon other
portions  of  the Building, or from other sources or places. Lessor shall not be
liable  for  any  damages arising from any act or neglect of any other tenant of
Lessor  nor  from  the  failure of Lessor to enforce the provisions of any other
lease  in  the  Project.  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
improvements  on  the  Premises, other than Lessee Owned Alterations and Utility
Installations,  which  can  reasonably  be repaired in 3 months or less from the
date  of  the  damage or destruction, and the cost thereof does not exceed a sum
equal  to  6  month's Base Rent. Lessor shall notify Lessee in writing within 30
days  from the date of the damage or destruction as to whether or not the damage
is  Partial  or  Total.
(b)  "PREMISES  TOTAL  DESTRUCTION"  shall  mean  damage  or  destruction to the
improvements  on  the  Premises, other than Lessee Owned Alterations and Utility
Installations  and  Trade  Fixtures,  which  cannot  reasonably be repaired in 3
months  or  less  from  the  date  of  the damage or destruction and/or the cost
thereof  exceeds  a sum equal to 6 month's Base Rent. Lessor shall notify Lessee
in  writing  within  30  days  from  the date of the damage or destruction as to
whether  or  not  the  damage  is  Partial  or  Total,
(c)  "INSURED  LOSS"  shall  mean  damage  or destruction to improvements on 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 Requirements, 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 which
requires  repair,  remediation,  or  restoration.

9.2  PARTIAL  DAMAGE  -  Insured  Loss.  If a 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;  provided,  however,  that  Lessee  shall, at Lessor's
election,  make the repair of any damage or destruction the total cost to repair
of which is $5,000 or less, and, in such event, Lessor shall make any applicable
insurance  proceeds  available to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the
insurance  proceeds are not sufficient to effect such repair, the Insuring Party
shall  promptly  contribute  the  shortage  in  proceeds as and when required to
complete  said repairs. In the event, however, such shortage was due to the fact
that,  by reason of the unique nature of the improvements, 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 10 days following
receipt  of  written  notice  of  such  shortage and request therefor. If Lessor
receives said funds or adequate assurance thereof within said 10 day period, the
party  responsible  for  making  the  repairs  shall  complete  them  as  soon
as"i"easonably possible and this Lease shall remain in full force and effect. If
such  funds  or  assurance  are  not  received, Lessor may nevertheless elect by
written notice to Lessee within 10 days thereafter to: (i) 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, or
(ii)  have this Lease terminate 30 days thereafter. Lessee shall not be entitled
to reimbursement of 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, 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 a 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), Lessor may
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)  terminate  this  Lease  by  giving written notice to Lessee within 30 days
after  receipt  by  Lessor  of  knowledge of the occurrence of such damage. Such
termination shall be effective 60 days following the date of such notice. In the
event  Lessor elects to terminate this Lease, Lessee shall have the right within
10 days after receipt of the termination notice to give written notice to Lessor
of  Lessee's  commitment  to  pay  for  the  repair  of  such  damage  without
reimbursement  from  Lessor.  Lessee  shall  provide  Lessor  with said funds or
satisfactory  assurance  thereof within 30 days after making such commitment. 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 make the required commitment, this Lease
shall  terminate  as  of  the  date  specified  in  the  termination  notice.

9.4 TOTAL DESTRUCTION. Notwithstanding any other provision hereof, if a Premises
Total  Destruction  occurs,  this  Lease  shall terminate 60 days following such
Destruction.  If the damage or destruction was caused by the gross negligence or
willful  misconduct  of  Lessee, Lessor shall have the right to recover Lessor's
damages  from  Lessee,  except  as  provided  in  Paragraph  8.6.

9.5  DAMAGE  NEAR  END  OF TERM. If at any time during the last 6 months 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 terminate this Lease effective
60  days  following  the  date  of occurrence of such damage by giving a written
termination notice to Lessee within 30 days after the date of occurrence of such
damage. Notwithstanding the foregoing, 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 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 commercially reasonable 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  on the date specified in the
termination  notice  and  Lessee's  option  shall  be  extinguished.

9.6  ABATEMENT  OF  RENT;  LESSEE'S  REMEDIES.
(a)  ABATEMENT.  In  the  event  of  Premises  Partial  Damage or Premises Total
Destruction  or  a  Hazardous  Substance  Condition  for  which  Lessee  is  not
responsible under this Lease, the Rent payable by Lessee for the period required
for  the  repair,  remediation  or restoration of such damage shall be abated in
proportion  to the degree to which Lessee's use of the Premises is impaired, but
not  to  exceed the proceeds received from the Rental Value insurance. All other
obligations  of  Lessee hereunder shall be performed by Lessee, and Lessor shall
have  no  liability  for  any  such  damage, destruction, remediation, repair or
restoration  except  as  provided  herein.
(b) REMEDIES. If Lessor shall be obligated to repair or restore the Premises and
does  not  commence,  in  a  substantial  and  meaningful  way,  such  repair or
restoration  within  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 60 days
following the giving of such notice. If Lessee gives such notice and such repair
or  restoration  is  not  commenced  within 30 days thereafter, this Lease shall
terminate  as of the date specified in said notice. If the repair or restoration
is  commenced  within  such 30 days, this Lease shall continue in full force and
effect.  "Commence"  shall  mean  either  the unconditional authorization of the
preparation  of  the  required plans, or the beginning of the actual work on the
Premises,  whichever  first  occurs.

9.7  TERMINATION;  ADVANCE  PAYMENTS. Upon termination of this Lease pursuant to
Paragraph  6.2(g)  or  Paragraph  9,  an  equitable  adjustment  shall  be  made
concerning  advance  Base  Rent and any other advance payments made by Lessee to
Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security
Deposit  as  has  not  been,  or  is  not  then  required to be, used by Lessor.

9.8  WAIVE  STATUTES. Lessor and Lessee agree that the terms of this Lease shall
govern  the  effect of any damage to or destruction of the Premises with respect
to  the termination of this Lease and hereby waive the provisions of any present
or  future  statute  to  the  extent  inconsistent  herewith.

10.  REAL  PROPERTY  TAXES.

10.1  DEFINITIONS.  As used herein, the term "REAL PROPERTY TAXES" shall include
any  form  of  assessment;  real  estate,  general,  special,  ordinary  or
extraordinary, or rental levy or tax (other than inheritance, personal income or
estate  taxes);  improvement  bond;  and/or  license  fee imposed upon or levied
against any legal or equitable interest of Lessor in the Project, Lessor's right
to other income therefrom, and/or Lessor's business of leasing, by any authority
having  the  direct  or  indirect power to tax and where the funds are generated
with reference to the Project address and where the proceeds so generated are to
be applied by the city, county or other local taxing authority of a jurisdiction
within  which  the  Project is located. "REAL PROPERTY TAXES" SHALL also include
any  tax,  fee,  levy, assessment or charge, or any increase therein, imposed by
reason  of  events  occurring  during  the term of this Lease, including but not
limited to, a change in the ownership of the Project or any portion thereof or a
change  in  the  improvements  thereon.

10.2  PAYMENT  OF  TAXES. Except as otherwise provided in Paragraph 10.3, Lessor
shall  pay  the Real Property Taxes applicable to the Project, and said payments
shall  be  included  in the calculation of Operating Expenses in accordance with
the  provisions  of  Paragraph  4.2.

10.3 ADDITIONAL IMPROVEMENTS. 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 Project by other lessees or by Lessor
for  the  exclusive  enjoyment  of such other lessees. Notwithstanding Paragraph
10.2 hereof, Lessee shall, however, pay to Lessor at the time 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 PERSONAL 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. 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 10 days after receipt of a
written  statement  setting  forth  the  taxes  applicable to Lessee's property.

11.  UTILITIES  AND  SERVICES.

11.1 SERVICES PROVIDED BY LESSOR. Lessor shall provide heating, ventilation, air
conditioning,  reasonable  amounts  of  electricity  for  the  common area only.

11.2  SERVICES  EXCLUSIVE TO LESSEE. Lessee shall pay for all water, sewer, gas,
heat,  light, power, telephone, trash and other utilities and services specially
or exclusively supplied and/or metered exclusively to the Premises or to Lessee,
together  with any taxes thereon. If a service is deleted by Paragraph 1. 13 and
such  service  is  not  separately  metered to the Premises, Lessee shall pay at
Lessor's  option,  either  Lessee's  Share  or  a  reasonable  proportion  to be
determined  by  Lessor  of  all  charges  for  such  jointly  metered  service.

11.3  HOURS  OF  SERVICE.  Said  services and utilities shall be provided during
times  set  forth  in  Paragraph  1.12. Utilities and services required at other
times  shall he subject to advance request and reimbursement by Lessee to Lessor
of  the  cost  thereof.

11.4  EXCESS  USAGE BY LESSEE. Lessee shall not make connection to the utilities
except  by or through existing outlets and shall not install or use machinery or
equipment in or about the Premises that uses excess water, lighting or power, or
suffer  or  permit  any  act  that  causes  extra  burden  upon the utilities or
services,  including  but  not  limited  to  security  and  trash services, over
standard  office usage for the Project. Lessor shall require Lessee to reimburse
Lessor  for  any excess expenses or costs that may arise out of a breach of this
subparagraph  by Lessee. Lessor may, in its sole discretion, install at Lessee's
expense  supplemental  equipment and/or separate metering applicable to Lessee's
excess  usage  or  loading.

11.5  INTERRUPTIONS. There shall be no abatement of rent and Lessor shall not be
liable  in  any respect whatsoever for the inadequacy, stoppage, interruption or
discontinuance  of  any  utility  or service due to riot, strike, labor dispute,
breakdown, accident, repair or other cause beyond Lessor's reasonable control or
in  cooperation  with  governmental  request  or  directions.

12.  ASSIGNMENT  AND  SUBLETTING.

12.1  LESSOR'S  CONSENT  REQUIRED.
(a)  Lessee  shall  not  voluntarily  or  by  operation of law assign, transfer,
mortgage or encumber (collectively, "assign or assignment") or sublet all or any
part  of  Lessee's  interest  in  this Lease or in the Premises without Lessor's
prior  written  consent.
(b)  Unless  Lessee  is  a  corporation  and  its  stock is publicly traded on a
national  stock  exchange, a change in the control of Lessee shall constitute an
assignment  requiring  consent.  The  transfer, on a cumulative basis, of 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,  transfer,
leveraged  buyout  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 by an amount greater than 25%
of  such  Net  Worth  as it was represented at the time of the execution 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, whichever was or is greater, shall be considered an
assignment of this Lease to which Lessor may withhold its consent. "NET WORTH OF
LESSEE"  shall  mean  the  net  worth  of  Lessee  (excluding  any  guarantors)
established  under  generally  accepted  accounting  principles.
(d)  An assignment or subletting without consent shall, at Lessor's option, be a
Default  curable  after  notice  per  Paragraph  13.1(c), or a noncurable Breach
without  the necessity of any notice and grace period. If Lessor elects to treat
such  unapproved  assignment  or  subletting  as a noncurable Breach, Lessor may
either:  (i) terminate this Lease, or (ii) upon 30 days written notice, increase
the  monthly  Base Rent to 110% of the Base Rent then in effect. 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  110%  of  the  price  previously in effect, and (ii) all fixed and non-fixed
rental adjustments scheduled during the remainder of the term shall be increased
to  110%  of  the  scheduled  adjusted  rent.
(e)  Lessee's remedy for any breach of 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, no assignment or subletting shall: (i) he
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,  or  (iii) alter the primary liability of Lessee for the
payment  of Rent or for the performance of any other obligations to be performed
by  Lessee.
(b)  Lessor  may  accept  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  Rent  or  performance  shall  constitute a waiver or estoppel of
Lessor's  right  to  exercise  its  remedies  for  Lessee's  Default  or Breach.
(C)  Lessor's  consent  to  any  assignment or subletting shall not constitute a
consent  to  any  subsequent  assignment  or  subletting.
(d) In the event of any Default or Breach by Lessee, Lessor may proceed directly
against Lessee, any Guarantors or anyone else responsible for the performance of
Lessee's  obligations  under  this  Lease,  including any assignee or sublessee,
without  first  exhausting  Lessor's remedies against any other person or entity
responsible  therefore  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. Lessee agrees to provide Lessor
with  such  other  or  additional  information  and/or  documentation  as may be
reasonably  requested.  (See  also  Paragraph  36)
(f)  Any  assignee  of,  or  sublessee  under,  this  Lease  shall, by reason of
accepting  such  assignment  or  entering  into such sublease, be deemed 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  to  in  writing.
(g)  Lessor's  consent to any assignment or subletting shall not transfer to the
assignee  or  sublessee  any Option granted to the original Lessee by this Lease
unless  such  transfer  is  specifically consented to by Lessor in writing. (See
Paragraph  39.2)  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  Rent  payable  on  any sublease, and Lessor may collect such Rent and apply
same toward Lessee's obligations under this Lease; provided, however, that until
a  Breach  shall  occur  in  the performance of Lessee's obligations, Lessee may
collect  said  Rent.  Lessor  shall  not,  by  reason  of  the  foregoing or any
assignment  of such sublease, nor by reason of the collection of Rent, be deemed
liable to the sublessee for any failure of Lessee to perform and comply with any
of  Lessee's obligations to such sublessee. 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 all Rent due and to become due under the sublease.
Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to
Lessor  without  any  obligation  or  right to inquire as to whether such Breach
exists,  notwithstanding  any  claim  from  Lessee  to  the  contrary.
(b)  In  the  event  of  a  Breach by Lessee, Lessor may, at its option, require
sublessee  to  attorn  to  Lessor,  in  which  event  Lessor shall undertake the
obligations  of  the sublessor under such sublease from the time of the exercise
of  said  option  to  the expiration of such sublease; provided, however, Lessor
shall  not  be  liable  for  any  prepaid rents or security deposit paid by such
sublessee  to  such  sublessor  or  for  any  prior Defaults or Breaches of such
sublessor.  -
(c)  Any  matter  requiring  the consent of the sublessor under a sublease shall
also  require  the  consent  of  Lessor.
(d)  No sublessee 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. A "Default" is defined as a
failure  by  the  Lessee  to comply with or perform any of the terms, covenants,
conditions  or  Rules and Regulations under this Lease. A "Breach" is defined as
the  occurrence  of  one  or  more of the following Defaults, and the failure of
Lessee  to  cure  such  Default  within  any  applicable  grace  period:
(a)  The  abandonment  of  the Premises; or the vacating of the Premises without
providing  a commercially reasonable level of security, or where the coverage of
the  property  insurance  described  in Paragraph 8.3 is jeopardized as a result
thereof,  or  without  providing  reasonable  assurances  to  minimize potential
vandalism.
(b)  The  failure  of Lessee to make any payment of Rent or any Security Deposit
required  to be made by Lessee hereunder, whether to Lessor or to a third party,
when  due,  to  provide  reasonable  evidence of insurance or surety bond, or to
fulfill  any  obligation  under  this Lease which endangers or threatens life or
property, where such failure continues for a period of 3 business days following
written  notice  to  Lessee.
(c)  The  failure  by  Lessee  to  provide  (i)  reasonable  written evidence of
compliance  with  Applicable Requirements, (ii) the service contracts, (iii) the
rescission  of  an  unauthorized  assignment  or  subletting,  (iv)  an Estoppel
Certificate,  (v)  a  requested  subordination,  (vi)  evidence  concerning  any
guaranty  and/or  Guarantor,  (vii)  any  document  requested under Paragraph 41
(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 10 days following written notice to Lessee.
(d)  A Default by Lessee as to the terms, covenants, conditions or provisions of
this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those
described  in  subparagraphs  13.1(a),  (b)  or  (c),  above, where such Default
continues  for a period of 30 days after written notice; provided, however, that
if  the nature of Lessee's Default is such that more than 30 days are reasonably
required  for  its  cure,  then  it shall not be deemed to be a Breach if Lessee
commences  such  cure  within  said  30  day  period  arid thereafter diligently
prosecutes  such  cure  to  completion.
(e) The occurrence of any of the following events: (i) the making of any general
arrangement or assignment for the benefit of creditors; (ii) becoming a "DEBTOR"
as  defined  in  11 U.S.C. Sec. 101 or any successor statute thereto (unless, in
the  case  of  a  petition filed against Lessee, the same is dismissed within 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 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 30 days;
provided,  however,  in  the  event  that  any  provision  of  this subparagraph
(e)  is  contrary  to any applicable law, such provision shall be of no force or
effect,  and  not  affect  the  validity  ofthe  remaining  provisions.
(f)  The  discovery  that  any financial statement of Lessee or of any Guarantor
given  to  Lessor  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  basis, and Lessee's
failure,  within  60 days following written notice of any such event, to provide
written  alternative  assurance  or  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 of its affirmative duties or
obligations,  within  10  days after written notice (or in case of an emergency,
without  notice),  Lessor may, at its option, 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 upon receipt of 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 option, may require all future payments to be made by Lessee to
be  by  cashier's  check.  In the event of a Breach, Lessor may, 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: (a) Terminate
Lessee's  right to possession of the Premises by any lawful means, in which case
this  Lease shall terminate and Lessee shall immediately surrender possession to
Lessor.  In  such event Lessor shall be entitled to recover from Lessee: (i) 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 the District
within  which  the  Premises  are located at the time of award plus one percent.
Efforts  by  Lessor to mitigate damages caused by Lessee's Breach .of this Lease
shall  not  waive  Lessor's  right  to  recover  damages  under Paragraph 12. If
termination of this Lease is obtained through the provisional remedy of unlawful
detainer,  Lessor  shall have the right to recover in such proceeding any 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. If a notice and grace period
required  under Paragraph 13.1 was not previously given, a notice to pay rent or
quit,  or  to perform or quit given to Lessee under the unlawful defamer statute
shall  also  constitute  the  notice  required Paragraph 13.1. In such case, the
applicable  grace  period  required  by Paragraph 13.1 and the unlawful detainer
statute  shall  run  concurrently, and thefailure of Lessee to cure' the Default
within  the  greater  of  the  two  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 and recover the Rent as it becomes due, in which
event  Lessee may sublet or assign, subject only to reasonable limitations. Acts
of  maintenance,  efforts  to  relet,  and/or  the  appointment of a receiver to
protect  the  Lessor's  interests,  shall  not  constitute  a termination of the
Lessee's  right  to  possession.  (c)  Pursue  any other remedy now or hereafter
available under the laws or judicial decisions of the state wherein the Premises
are  located. 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.

Any  agreement  for  free  or  abated  rent  or  other  charges,  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. Upon Breach 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,  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  shall  not  be  deemed a waiver by Lessor of the
provisions  of this paragraph 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  of  Rent  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 any
Lender.  Accordingly,  if any Rent shall not be received by Lessor within 5 days
after  such  amount  shall  be  due, then, without any requirement for notice to
Lessee,  Lessee  shall pay to Lessor a one-time late charge equal to 10% of each
such overdue amount or $100, whichever is greater. The parties hereby agree that
such  late  charge represents a fair and reasonable estimate of the costs Lessor
will  incur  by  reason  of such late payment. 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 the exercise of any of the other
rights  and  remedies  granted  hereunder.  In  the  event that a late charge is
payable  hereunder,  whether or not collected, for 3 consecutive installments of
Base  Rent,  then  notwithstanding  any provision of this Lease to the contrary,
Base  Rent  shall,  at  Lessor's  option,  become  due  and payable quarterly in
advance.

13.5  INTEREST.  Any  monetary  payment  due  Lessor  hereunder,  other  than
late charges, not received by Lessor, when due as to scheduled payments (such as
Base  Rent)  or  within  30  days  following  the  date  on which it was due for
nonscheduled  payment,  shall  bear  interest  from  the  date  when  due, as to
scheduled  payments,  or  the  31st  day  after  it  was  due as to nonscheduled
payments. The interest ("Interest") charged shall be computed at the rate of 10%
per  annum  but  shall  not  exceed the maximum rate allowed by law. Interest is
payable in addition to the potential late charge provided for in Paragraph 13.4.

13.6  BREACH  BY  LESSOR.  (a)  Notice  of Breach. 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, a
reasonable  time shall in no event be less than 30 days after receipt by Lessor,
and  any  Lender  whose  name  and  address  shall have been furnished 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 30 days are reasonably required for
its  performance, then Lessor shall not be in breach if performance is commenced
within  such  30 day period and thereafter diligently pursued to completion. (b)
Performance  by Lessee on Behalf of Lessor. in the event that neither Lessor nor
Lender  cures  said  breach  within  30 days after receipt of said notice, or if
having  commenced said cure they do not diligently pursue it to completion, then
Lessee  may  elect  to cure said breach at Lessee's expense and offset from Rent
the actual and reasonable cost to perform such cure, provided however, that such
offset  shall not exceed an amount equal to the greater of one month's Base Rent
or  the  Security  Deposit,  reserving Lessee's right to seek reimbursement from
Lessor.  Lessee  shall  document  the  cost  of  said  cure  and  supply  said
documentation  to  Lessor.

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
(collectively  "CONDEMNATION"),  this Lease shall terminate as to the part taken
as  of  the  date  the condemning authority takes title or possession, whichever
first  occurs.  If  more than 10% of the rentable floor area of the Premises, or
more  than  25%  of  Lessee's  Reserved  Parking  Spaces,  if  any, are taken by
Condemnation,  Lessee may, at Lessee's option, to be exercised in writing within
10  days  after Lessor shall have given Lessee written notice of such taking (or
in  the  absence  of  such notice, within 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 proportion to the reduction in utility of the Premises caused by such
Condemnation.  Condemnation  awards  and/or  payments  shall  be the property of
Lessor, whether such award shall be made as compensation for diminution in value
of  the  leasehold,  the  value  of  the  part  taken, or for severance damages;
provided,  however,  that  Lessee  shall  be  entitled  to  any compensation for
Lessee's  relocation  expenses, loss of business goodwill and/or Trade Fixtures,
without  regard  to  whether  or  not  this  Lease is terminated pursuant to the
provisions  of this Paragraph. All Alterations and Utility Installations made to
the  Premises  by Lessee, for purposes of Condemnation only, shall be considered
the  property  of  the  Lessee  and  Lessee  shall  be  entitled  to any and all
compensation  which  is  payable  therefor.  In the event that this Lease is not
terminated  by reason of the Condemnation, Lessor shall repair any damage to the
Premises  caused  by  such  Condemnation.

15.  BROKERAGE  FEES.  RESERVED

15.3  REPRESENTATIONS AND INDEMNITIES OF BROKER RELATIONSHIPS. 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 the Brokers, if any) in connection
with  this  Lease,  and that no one other than said named Brokers is entitled to
any commission or finder's fee in connection herewith. 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,  attorneys'  fees  reasonably  incurred  with  respect  thereto.

16.  ESTOPPEL  CERTIFICATES.
(a) Each Party (as "RESPONDING PARTY") shall within 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 form similar to the then most
current  "ESTOPPEL  CERTIFICATE"  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.
(b)  If  the  Responding  Party  shall  fail  to execute or deliver the Estoppel
Certificate  within  such  10  day  period,  the Requesting Party may execute an
Estoppel  Certificate  stating  that:  (i) the Lease is in full force and effect
without  modification except as may be represented by the Requesting Party, (ii)
there  are  no uncured defaults in the Requesting Party's performance, and (iii)
if  Lessor is the Requesting Party, not more than one month's rent has been paid
In  advance.  Prospective  purchasers  and  encumbrancers  may  rely  upon  the
Requesting  Party's  Estoppel  Certificate,  and  the  Responding Party shall be
estopped  from  denying  the  truth  of the facts contained in said Certificate.
(c)  If  Lessor desires to finance, refinance, or sell the Premises, or any part
thereof,  Lessee  and  all  Guarantors  shall deliver to any potential lender or
purchaser  designated  by  Lessor such financial statements as may be reasonably
required  by  such  lender  or  purchaser, including but not limited to Lessee's
financial  statements  for the past 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.  DEFINITION OF LESSOR. The term "LESSOR" as used herein shall mean the owner
or  owners at the time in question of the fee title to the Premises, or, if this
is  a  sublease,  of the Lessee's interest in the prior lease. In the event of a
transfer  of  Lessor's  title  or interest in the Premises or this Lease, Lessor
shall  deliver  to  the transferee or assignee (in cash or by credit) any unused
Security  Deposit  held by Lessor. Except as provided in Paragraph 15, 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 ofany
other  provision  hereof.

19.  DAYS.  Unless  otherwise  specifically  indicated to the contrary, the word
"days"  as  used  in  this  Lease  shall  mean  and  refer  to  calendar  days

20. LIMITATION ON LIABILITY The obligations of Lessor under this Lease shall not
constitute  personal  obligations of Lessor or its partners, members, directors,
officers  or shareholders, and Lessee shall look to the Project, and to no other
assets  of  Lessor, for the satisfaction of any liability of Lessor with respect
to  this  Lease, and shall not seek recourse against Lessor's partners, members,
directors,  officers  or  shareholders, or any of their personal assets for such
satisfaction.

21.  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.

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  use,  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.  The  liability (including court costs and attorneys'
fees)  of  any  Broker  with  respect  to  negotiation,  execution,  delivery or
performance  by  either  Lessor  or  Lessee under this Lease or any amendment or
modification hereto shall be limited to an amount up to the fee received by such
Broker  pursuant to this Lease; provided, however, that the foregoing limitation
on  each  Broker's  liability shall not be applicable to any gross negligence or
willful  misconduct  of  such  Broker.

23. NOTICES. 23.1 NOTICE REQUIREMENTS. All notices required or permitted by this
Lease  or  applicable law shall be in writing and may be delivered in person (by
hand  or  by courier) or may be sent by regular, certified or registered mail or
U.S.  Postal  Service  Express  Mail,  with  postage  prepaid,  or  by facsimile
transmission,  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
notices.  Either  Party  may  by written notice to the other specify a different
address for notice, except that upon Lessee's taking possession of the Premises,
the Premises shall constitute Lessee's address for notice. A copy of all notices
to  Lessor  shall  be  concurrently transmitted to such party or parties at such
addresses  as  Lessor may from time to time hereafter designate in writing. 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 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 guarantee next day delivery shall
be  deemed  given  24  hours after delivery of the same to the Postal Service or
courier. Notices transmitted by facsimile transmission or similar means shall be
deemed  delivered  upon  telephone  confirmation of receipt (confirmation report
from  fax machine is sufficient), provided a copy is also delivered via delivery
or  mail. If notice is received on a Saturday, Sunday or 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 of any other term, covenant or condition hereof. Lessor's consent
to,  or  approval  of,  any  act  shall  not be deemed to render unnecessary the
obtaining  of Lessor's consent to, or approval of, any subsequent 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. The acceptance of Rent by
Lessor  shall not be a waiver of any Default or Breach by Lessee. Any payment by
Lessee  may  be  accepted  by Lessor on account of moneys or damages due Lessor,
notwithstanding  any  qualifying  statements  or  conditions  made  by Lessee in
connection  therewith,  which  such  statements and/or conditions shall be of no
force or effect whatsoever unless specifically agreed to in writing by Lessor at
or  before  the  time  of  deposit  of  such  payment.

25.  DISCLOSURES  REGARDING  THE  NATURE  OF  A REAL ESTATE AGENCY RELATIONSHIP.
(a)  When  entering  into a discussion with a real estate agent regarding a real
estate  transaction,  a  Lessor or Lessee should from the outset understand what
type of agency relationship or representation it has with the agent or agents in
the  transaction.  Lessor and Lessee acknowledge being advised by the Brokers in
this  transaction,  as  follows:

(i)  Lessor's  Agent. A Lessor's agent under a listing agreement with the Lessor
acts  as  the  agent  for  the Lessor only. A Lessor's agent or subagent has the
following  affirmative  obligations:  To  the Lessor: A fiduciary duty of utmost
care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee
and  the  Lessor:  a.  Diligent  exercise  of  reasonable  skills  and  care  in
performance of the agent's duties. b. A duty of honest and fair dealing and good
faith.  c.  A duty to disclose all facts known to the agent materially affecting
the  value  or desirability of the property that are not known to, or within the
diligent attention and observation of, the Parties. An agent is not obligated to
reveal  to  either  Party  any  confidential information obtained from the other
Party  which  does  not  involve  the  affirmative  duties  set  forth  above.
(ii)  Lessee's Agent. An agent can agree to act as agent for the Lessee only. In
these  situations, the agent is not the Lessor's agent, even if by agreement the
agent  may receive compensation for services rendered, either in full or in part
from the Lessor. An agent acting only for a Lessee has the following affirmative
obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty,
and  loyalty  in  dealings  with  the  Lessee.  To the Lessee and the Lessor: a.
Diligent  exercise  of  reasonable skills and care in performance of the agent's
duties.  b.  A  duty  of  honest  and  fair dealing and good faith. c. A duty to
disclose  all  facts  known  to  the  agent  materially  affecting  the value or
desirability  of  the  property  that  are  not known to, or within the diligent
attention  and  observation of, the Parties. An agent is not obligated to reveal
to either Party any confidential information obtained from the other Party which
does  not  involve  the  affirmative  duties  set  forth  above.
(iii)  Agent  Representing  Both  Lessor and Lessee. A real estate agent, either
acting  directly  or  through one or more associate licenses, can legally be the
agent  of  both  the  Lessor  and the Lessee in a transaction, but only with the
knowledge  and  consent  of  both  the  Lessor  and the Lessee. In a dual agency
situation,  the  agent  has  the  following  affirmative obligations to both the
Lessor  and  the  Lessee: a. A fiduciary duty of utmost care, integrity, honesty
and loyalty in the dealings with either Lesser or the Lessee. b. Other duties to
the  Lessor  and  the  Lessee  as  stated  above  in  subparagraphs  (i)  or
(ii).  In  representing  both  Lessor  and Lessee, the agent may not without the
express permission of the respective Party, disclose to the other Party that the
Lessor  will accept rent in an amount less than that indicated in the listing or
that  the  Lessee  is  willing to pay a higher rent than that offered. The above
duties  of  the  agent  in  a real estate transaction do not relieve a Lessor or
Lessee from the responsibility to protect their own interests. Lessor and Lessee
should  carefully  read  all  agreements  to assure that they adequately express
their  understanding  of  the  transaction.  A  real  estate  agent  is a person
qualified  to  advise  about  real  estate.  If  legal or tax advise is desired,
consult  a  competent  professional.
(b)  Brokers have no responsibility with respect to any default or breach hereof
by  either  Party. The liability (including court costs and attorneys' fees), of
any  Broker  with  respect  to any breach of duty, error or omission relating to
this  Lease  shall  not  exceed the fee received by such Broker pursuant to this
Lease;  provided,  however,  that  the  foregoing  limitation  on  each Broker's
liability  shall not be applicable to any gross negligence or willful misconduct
of  such  Broker.
(c)  Buyer  and  Seller  agree  to  identify  to  Brokers  as "Confidential" any
communication  or  information given Brokers that is considered by such Party to
be  confidential.

26.  NO  RIGHT  TO  HOLDOVER.  Lessee  has  no right to retain possession of the
Premises or any part thereof beyond the expiration or termination of this Lease.
In  the  event  that Lessee holds over, then the Base Rent shall be increased to
115%  4.50%  of the Base Rent applicable immediately preceding the expiration or
termination. Nothing contained herein shall be construed as 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 alt other remedies at
law  or  in  equity.

28.  COVENANTS AND CONDITIONS; Construction of Agreement. All provisions of this
Lease  to  be observed or performed by Lessee are both covenants and conditions.
In construing this Lease, all headings and titles are for the convenience of the
Parties only and shall not be considered a part of this Lease. Whenever required
by the context, the singular shall include the plural and vice versa. This Lease
shall  not  be  construed  as  if  prepared  by  one  of the Parties, but rather
according  to  its  fair meaning as a whole, as if both Parties had prepared it.

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 upon the Premises, to
any  and  all  advances  made  on  the  security  thereof,  and to all renewals,
modifications,  and  extensions  thereof.  Lessee agrees that the holders of any
such  Security  Devices  (in  this Lease together referred to as "Lender") shall
have  no  liability  or  obligation  to perform any of the obligations of Lessor
under  this  Lease.  Any  Lender  may elect to have this Lease and/or any Option
granted  hereby  superior  to  the lien of its Security Device by giving written
notice  thereof to Lessee, whereupon 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. In the event that Lessor
transfers  title  to  the Premises, or the Premises are acquired by another upon
the  foreclosure  or  termination  of  a  Security Device to which this Lease is
subordinated  (I)  Lessee  shall,  subject  to  the nondisturbance provisions of
Paragraph  30.3,  attorn  to  such new owner, and upon request, enter into a new
lease,  containing  all of the terms and provisions of this Lease, with such new
owner  for  the  remainder  of  the term hereof, or, at the election of such new
owner, this Lease shall automatically become a new Lease between Lessee and such
new owner, upon all of the terms and conditions hereof, for the remainder of the
term  hereof,  and  (ii)  Lessor  shall  thereafter  be  relieved of any further
obligations  hereunder  and  such  new  owner  shall  assume  all  of  Lessor's
obligations  hereunder,  except that such new owner shall not: (a) be liable for
any  act  or  omission  of  any prior lessor or with respect to events occurring
prior  to  acquisition  of  ownership; (b) be subject to any offsets or defenses
which  Lessee might have against any prior lessor, (c) be bound by prepayment of
more  than  one  month's  rent,  or (d) be liable for the return of any security
deposit paid to any prior lessor. 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 a commercially
reasonable  non-disturbance  agreement  (a "NON-DISTURBANCE AGREEMENT") from the
Lender  which Non-Disturbance Agreement provides that Lessee's possession of the
Premises,  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. Further, within 60 days after the execution of
this  Lease,  Lessor  shall  use its commercially reasonable efforts to obtain a
Non-Disturbance  Agreement  from  the holder of any pre-existing Security Device
which  is secured by the Premises. In the event that Lessor is unable to provide
the  Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's
option,  directly  contact Lender and attempt to negotiate for the execution and
delivery  of  a  Non-Disturbance  Agreement. 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 the Premises,
Lessee  and  Lessor  shall  execute  such  further writings as may be reasonably
required  to  separately  document  any  subordination,  attornment  and/or
Non-Disturbance  Agreement  provided  for  herein.

31.  ATTORNEYS'  FEES.  If  any  Party  or Broker brings an action or proceeding
involving  the  Premises  whether  founded  in  tort,  contract or equity, or to
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' fees award
shall  not  be  computed in accordance with any court fee schedule, but shall be
such as to fully reimburse all attorneys' fees reasonably incurred. In addition,
Lessor  shall be entitled to attorneys' fees, costs and expenses incurred in the
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  ($200  is  a  reasonable minimum per
occurrence  for  such  services  and  consultation).

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  tenants,  and  making  such alterations,
repairs,  improvements or additions to the Premises as Lessor may deem necessary
or  desirable  and  the  erecting, using and maintaining of utilities, services,
pipes  and  conduits through the Premises and/or other premises as long as there
is  no  material  adverse  effect  to  Lessee's  use  of  the Premises. All such
activities shall be without abatement of rent or liability to Lessee. Lessor may
at  any  time place on the Premises any ordinary "FOR SALE" signs and Lessor may
during  the  last 6 months of the term hereof place on the Premises any ordinary
"FOR  LEASE"  signs.  In addition, Lessor shall have the right to retain keys to
the  Premises  and  to  unlock  all  doors in or upon the Premises other than to
files,  vaults  and safes, and in the case of emergency to enter the Premises by
any  reasonably  appropriate  means,  and  any  such entry shall not be deemed a
forcible  or  unlawful  entry or detainer of the Premises or an eviction. Lessee
waives  any  charges  for  damages  or  injuries  or  interference with Lessee's
property  or  business  in  connection  therewith.

33.  AUCTIONS. Lessee shall not conduct, nor permit to be conducted, any auction
upon  the  Premises  without Lessor's prior written consent. Lessor shall not be
obligated  to  exercise any standard of reasonableness in determining whether to
permit  an  auction.

34.  SIGNS. Lesse tl-not-~pla6e any-sign upon the Project without Leesor's prior
written  consent.?  See  Addendum.

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,  that Lessor may elect to continue any one or all
existing sub-tenancies. Lessor's failure within 10 days following any such event
to  elect  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.  Except  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, 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 upon receipt of an invoice and supporting documentation
therefor.  Lessor's  consent  to  any  act,  assignment  or subletting shall not
constitute  an  acknowledgment 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.  The  failure to specify herein any particular
condition to Lessor's consent shall not preclude the imposition 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. In the
event  that  either  Party  disagrees  with  any determination made by the other
hereunder  and  reasonably  requests  the  reasons  for  such determination, the
determining  party shall furnish its reasons in writing and in reasonable detail
within  10  business  days  following  such  request.

37.  GUARANTOR.  37.1  EXECUTION.  The  Guarantors, if any, shall each execute a
guaranty  in  the  form  most recently published by the American Industrial Real
Estate  Association. 37.2 DEFAULT. It shall constitute a Default of the Lessee 1
any  Guarantor  fails  or  refuses, upon request to provide: (a) evidence of the
execution  of  the  guaranty,  including  the  authority of the party signing on
Guarantor's  behalf  to  obligate  Guarantor,  and  in  the  case of a corporate
Guarantor,  a  certified  copy  of  a  resolution  of  its  board  of  directors
authorizing  the  making of such guaranty, (b) current financial statements, (c)
an  Estoppel Certificate, or (d) written confirmation that the guaranty is still
in  effect.

38.  QUIET  POSSESSION. Subject to payment by Lessee of the Rent and 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 and
quiet  enjoyment  of  the  Premises  during  the  term  hereof.

39.  OPTIONS.  If  Lessee  is  granted  an  Option,  as  defined below, then the
following  provisions shall apply. 39.1 DEFINITION. "OPTION" shall mean: (a) the
right  to extend the term of or renew this Lease or to extend or renew any lease
that  Lessee  has on other property of Lessor; (b) the right of first refusal or
first  offer  to  lease either the Premises or other property of Lessor; (c) the
right  to  purchase  or  the  right of first refusal to purchase the Premises or
other  property  of  Lessor. 39.2 OPTIONS PERSONAL TO ORIGINAL LESSEE Any Option
granted  to  Lessee in this Lease is personal to the original Lessee, and cannot
be  assigned  or  exercised  by  anyone other than said original Lessee and only
while  the  original  Lessee  is  in  full  possession  of  the Premises and, if
requested  by  Lessor,  with  Lessee  certifying that Lessee has no intention of
thereafter  assigning  or  subletting.  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  have been validly exercised.
39.4  EFFECT  OF  DEFAULT  ON  OPTIONS.
(a)  Lessee  shall  have  no  right to exercise an Option: (i) during the period
commencing  with  the  giving of any notice of Default and continuing until said
Default  is  cured,  (ii)  during the period of time any Rent is unpaid (without
regard  to whether notice thereof is given Lessee), (iii) during the time Lessee
is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or
more  notices of separate Default, whether or not the Defaults are cured, during
the  12  month  period  immediately  preceding  the  exercise  of  the  Option.
(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)  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 prior to the commencement of the extended term or completion of the
purchase,  (i)  Lessee fails to pay Rent for a period of 30 days after such Rent
becomes due (without any necessity of Lessor to give notice thereof), or (ii) if
Lessee  commits  a  Breach  of  this  Lease.

40.  SECURITY  MEASURES.  Lessee  hereby  acknowledges  that the Rent 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. In
the  event, however, that Lessor should elect to provide security services, then
the  cost  thereof  shall  be  an  Operating  Expense.

41.  RESERVATIONS.
(a)  Lessor  reserves the right: (i) to grant, without the consent or joinder of
Lessee, such easements, rights and dedications that Lessor deems necessary, (ii)
to cause the recordation of parcel maps and restrictions, (iii) to create and/or
install  new  utility  raceways, so long as such easements, rights, dedications,
maps,  restrictions, and utility raceways do not unreasonably interfere with the
use  of  the  Premises  by  Lessee.  Lessor  may  also:
change  the  name,  address or title of the Building or Project upon at least 90
days  prior  written  notice; provide and install, at Lessee's expense, Building
standard  graphics  on  the door of the Premises and such portions of the Common
Areas  as  Lessor  shall  reasonably  deem  appropriate; grant to any lessee the
exclusive right to conduct any business as long as such exclusive right does not
conflict  with  any  rights  expressly  given  herein;  and to place such signs,
notices  or  displays as Lessor reasonably deems necessary or advisable upon the
roof,  exterior  of  the  Building or the Project or on pole signs in the Common
Areas.  Lessee  agrees  to  sign any documents reasonably requested by Lessor to
effectuate  such  rights. The obstruction of Lessee's view, air, or light by any
structure  erected  in  the vicinity of the Building, whether by Lessor or third
parties,  shall in no way affect this Lease or impose any liability upon Lessor.
(b)  Lessor  also reserves the right to move Lessee to other space of comparable
size  in  the  Building  or  Project. Lessor must provide at least 45 days prior
written  notice  of  such  move,  and the new space must contain improvements of
comparable  quality to those contained within the Premises. Lessor shall pay the
reasonable  out  of  pocket  costs  that  Lessee  incurs  with  regard  to  such
relocation, including the expenses of moving and necessary revision costs. In no
event,  however,  shall  Lessor  be  required  to pay an amount in excess of two
months  Base Rent. Lessee may not be relocated more than once during the term of
this  Lease.
(c)  Lessee  shall  not: (i) use a representation (photographic or otherwise) of
the  Building  or Project or their name(s) in connection with Lessee's business;
or (ii) suffer or permit anyone, except in emergency, to go upon the roof of the
Building.

42.  PERFORMANCE  UNDER  PROTEST. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money is asserted shall
have  the  right  to  make payment "under protest" and such payment shall not be
regarded as a voluntary payment and there shall survive the right on the part of
said  Party  to institute suit for recovery of such sum. If it shall be adjudged
that  there was no legal obligation on the part of said Party to pay such sum or
any  part  thereof,  said Party shall be entitled to recover such sum or so much
thereof  as  it  was  not  legally  required  to  pay.

43.  AUTHORITY.
(a)  If  either Party hereto is a corporation, trust, limited liability company,
partnership,  or  similar entity, 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. Each party shall, within 30 days
after  request,  deliver  to  the  other  party  satisfactory  evidence  of such
authority.
(b)  If  this  Lease  is executed by more than one person or entity as "Lessee",
each  such  person or entity shall be jointly and severally liable hereunder. It
is  agreed  that  any one of the named Lessees shall be empowered to execute any
amendment to this Lease, or other document ancillary thereto and bind all of the
named  Lessees,  and  Lessor may rely on the same as if all of the named Lessees
had  executed  such  document.

44.  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.

45.  OFFER.  Preparation  of  this  Lease  by  either  party  or their agent and
submission  of  same to the other Party shall not be deemed an offer to lease to
the  other  Party.  This  Lease is not intended to be binding until executed and
delivered  by  all  Parties  hereto.

46. AMENDMENTS This Lease may be modified only in writing, signed by the Parties
in  interest  at the time of the modification. As long as they do not materially
change  Lessee's  obligations  hereunder,  Lessee agrees to make such reasonable
nonmonetary  modifications  to  this  Lease  as  may be reasonably required by a
Lender  in  connection  with the obtaining of normal financing or refinancing of
the  Premises.

47.  MULTIPLE  PARTIES.  If  more  than  one person or entity is named herein as
either  Lessor  or  Lessee,  such  multiple Parties shall have joint and several
responsibility  to  comply  with  the  terms  of  this  Lease.


LESSOR  AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION  CONTAINED  HEREIN,  AND  BYTHE  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.

NO  REPRESENTATION  OR  RECOMMENDATION  IS  MADE BY THE AMERICAN INDUSTRIAL REAL
ESTATE ASSOCIATION OR BY ANYBROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR
TAX  CONSEQUENCES  OF  THIS  LEASE  OR  THE  TRANSACTION TO WHICH ITRELATES. THE
PARTIES  ARE  URGED  TO:
1.  SEEK  ADVICE  OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES.  SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE
PRESENCE  OF  HAZARDOUS  SUBSTANCES,  THE  ZONING  AND  SIZE OF THEPREMISES, THE
STRUCTURAL  INTEGRITY,  THE  CONDITION  OF  THE  ROOF  AND  OPERATING  SYSTEMS,
COMPLIANCE  WITH  THE  AMERICANSWITH DISAHILITIES ACT AND THE SUITABILITY OF THE
PREMISES  FOR  LESSEE'S  INTENDED  USE.

LESSOR:

La  Patera  Investors,  LP,  a  California  Limited  Partnership
By:  La  Patera  Investors,  LLC

By:  /s/  Kip  Bradley
     Kip  Bradley,  Manager


Lessee:

NeWave,  Inc.
/s/  Michael  Hill
Michael  Hill