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                                                                  EXHIBIT 10.14

                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

            STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE--GROSS
                (DO NOT USE THIS FORM FOR MULTI-TENANT PROPERTY)


1.   BASIC PROVISIONS ("BASIC PROVISIONS")

     1.1  PARTIES: This lease ("LEASE"), dated for reference purposes only,
May 25, 1993, is made by and between THE DOROTHY M. KRUEGER LIVING TRUST, ET
AL. ("LESSOR") and YVONNE PARKER, KIMBERLY WATT, ROGER PARKER AND JASPER WATT,
dba WOODHOLLY PRODUCTIONS, A California General Partnership. ("LESSEE"),
(collectively the "PARTIES," or individually a "PARTY").

     1.2  PREMISES: That certain real property, including all improvements
therein or to be provided by Lessor under the terms of this Lease, and commonly
known by the street address of 6900 Beck Ave., North Hollywood located in the
County of Los Angeles State of California and generally described as (describe
briefly the nature of the property) approximately 27,000 sq. ft. building on
approximately 45,000 sq. ft. of land zoned M2-1. ("PREMISES"). (See Paragraph 2
for further provisions.)

     1.3  TERM: 5 years and 0 months ("ORIGINAL TERM") commencing December 1,
1993 ("COMMENCEMENT DATE") and ending November 31, 1998 ("EXPIRATION DATE"). 
(See Paragraph 3 for further provisions.)

     1.4  EARLY POSSESSION:  August 1, 1993 ("EARLY POSSESSION DATE").  (See
Paragraphs 3.2 and 3.3 for further provisions.)

     1.5  BASE RENT:  $ 7,088.00 per month ("BASE RENT"), payable on the 1st day
of each month commencing December 1, 1993 (See Paragraph 4 for further
provisions.)
/X/  If this box is checked, there are provisions in this Lease for the Base
     Rent to be adjusted.

     1.6  BASE RENT PAID UPON EXECUTION:  $ 7,088.00 as Base Rent for the period
December 1, 1993 thru December 31, 1993.

     1.7  SECURITY DEPOSIT:  $ 9,338.00 ("SECURITY DEPOSIT"). (See Paragraph 5
for further provisions.)

     1.8  PERMITTED USE:  general office, storage of video tapes and related
legal uses.  (See Paragraph 6 for further provisions.)

     1.9  INSURING PARTY:  Lessor is the "INSURING PARTY,"  $_______ is the
"BASE PREMIUM." (See Paragraph 8 for further provisions.)

     1.10 REAL ESTATE BROKERS:  The following real estate brokers (collectively,
the "BROKERS") and brokerage relationships exist in this transaction and are
consented to by the Parties (check applicable boxes):
     DELPHI BUSINESS PROPERTIES                                      represents
/ /  Lessor exclusively ("LESSOR'S BROKER"); /X/ both Lessor and Lessee, and
                N/A                                                  represents
/ /  Lessee exclusively ("LESSEE'S BROKER"); / / both Lessee and Lessor.  (See
     Paragraph 15 for further provisions.)

     1.11 GUARANTOR.  The obligations of the Lessee under this Lease are to be
guaranteed by N/A ("GUARANTOR").  (See Paragraph 37 for further provisions.)

     1.12 ADDENDA.  Attached hereto is an Addendum or Addenda consisting of
Paragraphs 49 through 59 and Exhibits ______________________________________ all
of which constitute a 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 square footage set forth in this Lease, or
that may have been used in calculating rental, is an approximation which Lessor
and Lessee agree is reasonable and the rental based thereon is not subject to
revision whether or not the actual square footage is more or less.

     2.2  CONDITION.  Lessor shall deliver the Premises to Lessee clean and free
of debris on the Commencement Date and warrants to Lessee that the existing
plumbing, fire sprinkler system, lighting, air conditioning, heating, and
loading doors, if any, in the Premises, other than those constructed by Lessee,
shall be in good operating condition on the Commencement Date.  If a non-
compliance with said warranty exists as of the Commencement Date, Lessor shall,
except as otherwise provided in this Lease, promptly after receipt of written
notice from Lessee setting forth with specificity the nature and extent of such
non-compliance, rectify same at Lessor's expense.  If Lessee does not give
Lessor written notice of a non-compliance with this warranty within thirty (30)
days after the Commencement Date, correction of that non-compliance shall be the
obligation of Lessee at Lessee's sole cost and expense.

     2.3  COMPLIANCE WITH COVENANTS, RESTRICTIONS AND BUILDING CODE.  Lessor
warrants to Lessee that the improvements on the Premises comply with all
applicable covenants or restrictions of record and applicable building codes,
regulations and ordinances in effect on the Commencement Date.  Said warranty
does not apply to the use to which Lessee will put the Premises or to any
Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to
be made by Lessee.  If the Premises do not comply with said warranty, Lessor
shall, except as otherwise provided in this Lease, promptly after receipt of
written notice from Lessee setting forth with specificity the nature and extent
of such non-compliance, rectify the same at Lessor's expense.  If Lessee does
not give Lessor written notice of a non-compliance with this warranty within
six (6) months following the Commencement Date, correction of that
non-compliance shall be the obligation of Lessee at Lessee's sole cost and
expense.

     2.4  ACCEPTANCE OF PREMISES.  Lessee hereby acknowledges: (a) that it has
been advised by the Brokers to satisfy itself with respect to the condition of
the Premises (including but not limited to the electrical and fire sprinkler
systems, security, environmental aspects, compliance with Applicable Law, as
defined in Paragraph 6.3) and the present and future suitability of the Premises
for Lessee's intended use, (b) that Lessee has made such investigation as it
deems necessary with reference to such matters and assumes all responsibility
therefor as the same relate to Lessee's occupancy of the Premises and/or the
term of this Lease, and (c) that neither Lessor, nor any of Lessor's agents,
has made any oral or written representations or warranties with respect to the
said matters other than as set forth in this Lease.

     2.5  LESSEE PRIOR OWNER/OCCUPANT.  The warranties made by Lessor in this
Paragraph 2 shall be of no force or effect if immediately prior to the date set
forth in Paragraph 1.1 Lessee was the owner or occupant of the Premises.  In
such event, Lessee shall, at Lessee's sole cost and expense, correct any non-
compliance of the Premises with said warranties.

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, however, shall be in effect during such period.  Any such early
possession shall not affect nor advance the Expiration Date of the Original
Term.


                                                             Initials __________

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     3.3  DELAY IN POSSESSION.  If for any reason Lessor cannot deliver
possession of the Premises to Lessee as agreed herein by the Early Possession
Date, if one is specified in Paragraph 1.4, or, if no Early Possession Date
is specified, by the Commencement Date, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease, or
the obligations of Lessee hereunder, or extend the term hereof, but in such
case, Lessee shall not, except as otherwise provided herein, be obligated to pay
rent or perform any other obligation of Lessee under the terms of this Lease
until Lessor delivers possession of the Premises to Lessee. If possession of the
Premises is not delivered to Lessee within sixty (60) days after the
Commencement Date, Lessee may, at its option, by notice in writing to Lessor
within ten (10) days thereafter, cancel this Lease, in which event the Parties
shall be discharged from all obligations hereunder; provided, however, that if
such written notice by Lessee is not received by Lessor within said ten (10) day
period, Lessee's right to cancel this Lease shall terminate and be of no further
force or effect.  Except as may be otherwise provided, and regardless of when
the term actually commences, if possession is not tendered to Lessee when
required by this Lease and Lessee does not terminate this Lease, as aforesaid,
the period free of the obligation to pay Base Rent, if any, 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, changes or
omissions of Lessee.

4.   RENT.

     4.1  BASE RENT.  Lessee shall cause payment of Base Rent and other rent or
charges, as the same may be adjusted from time to time, to be received by Lessor
in lawful money of the United States, without offset or deduction, on or before
the day on which it is due under the terms of this Lease.  Base Rent and all
other rent and charges for any period during the term hereof which is for less
than one (1) full calendar month shall be prorated based upon the actual number
of days of the calendar month involved.  Payment of Base Rent and other charges
shall be made to Lessor at its address stated herein or to such other persons or
at such other addresses as Lessor may from time to time designate in writing to
Lessee.

5.   SECURITY DEPOSIT.  Lessee shall deposit with Lessor upon execution hereof
the Security Deposit set forth in Paragraph 1.7 as security for Lessee's
faithful performance of Lessee's obligations under this Lease.  If Lessee fails
to pay Base Rent or other rent or charges due hereunder, or otherwise Defaults
under this Lease (as defined in Paragraph 13.1), Lessor may use, apply or
retain all or any portion of said Security Deposit for the payment of any amount
due Lessor or to reimburse or compensate Lessor for any liability, cost,
expense, loss or damage (including attorneys' fees) which Lessor may suffer or
incur by reason thereof.  If Lessor uses or applies all or any portion of said
Security Deposit, Lessee shall within ten (10) days after written request
therefor deposit moneys with Lessor sufficient to restore said Security Deposit
to the full amount required by this Lease.  Any time the Base Rent increases
during the term of this Lease, Lessee shall, upon written request from Lessor,
deposit additional moneys with Lessor sufficient to maintain the same ratio
between the Security Deposit and the Base Rent as those amounts are specified in
the Basic Provisions.  Lessor shall not be required to keep all or any part of
the Security Deposit separate from its general accounts.  Lessor shall, at the
expiration or earlier termination of the term hereof and after Lessee has
vacated the Premises, return to Lessee (or, at Lessor's option, to the last
assignee, if any, of Lessee's interest herein), that portion of the Security
Deposit not used or applied by Lessor.  Unless otherwise expressly agreed in
writing by Lessor, no part of the Security Deposit shall be considered to be
held in trust, to bear interest or other increment for its use, or to be
prepayment for any moneys to be paid by Lessee under this Lease.

6.   USE.

     6.1  USE.  Lessee shall use and occupy the Premises only for the purposes
set forth in Paragraph 1.8, or any other use which is comparable thereto, and
for no other purpose.  Lessee shall not use or permit the use of the Premises in
a manner that creates waste or a nuisance, or that disturbs owners and/or
occupants of, or causes damage to, neighboring premises or properties.  Lessor
hereby agrees to not unreasonably withhold or delay its consent to any written
request by Lessee, Lessee's assignees or subtenants, and by prospective
assignees and subtenants of the Lessee, its assignees and subtenants, for a
modification of said permitted purpose for which the premises may be used or
occupied, so long as the same will not impair the structural integrity of the
improvements on the Premises, the mechanical or electrical systems therein, is
not significantly more burdensome to the Premises and the improvements thereon,
and is otherwise permissible pursuant to this Paragraph 6. If Lessor elects to
withhold such consent, Lessor shall within five (5) business days give a written
notification of same, which notice shall include an explanation of Lessor's
reasonable objections to the change in use.

     6.2  HAZARDOUS SUBSTANCES.

          (a)  REPORTABLE USES REQUIRE CONSENT.  The term "Hazardous Substance"
as used in this Lease shall mean any product, substance, chemical, material or
waste whose presence, nature, quantity and/or intensity of existence, use,
manufacture, disposal, transportation, spill, release or effect, either by
itself or in combination with other materials expected to be on the Premises, is
either: (i) potentially injurious to the public health, safety or welfare, the
environment or the Premises, (ii) regulated or monitored by any governmental
authority, or (iii) a basis for liability of Lessor to any governmental agency
or third party under any applicable statute or common law theory.  Hazardous
Substance shall include, but not be limited to, hydrocarbons, petroleum,
gasoline, crude oil or any products, by-products or fractions thereof. Lessee
shall not engage in any activity in, on or about the Premises which constitutes
a Reportable Use (as hereinafter defined) of Hazardous Substances without the
express prior written consent of Lessor and compliance in a timely manner (at
Lessee's sole cost and expense) with all Applicable Law (as defined in Paragraph
6.3).  "Reportable Use" shall mean (i) the installation or use of any above or
below ground storage tank, (ii) the generation, possession, storage, use,
transportation, or disposal of a Hazardous Substance that requires a permit
from, or with respect to which a report, notice, registration or business plan
is required to be filed with, any governmental authority.  Reportable Use shall
also include Lessee's being responsible for the presence in, on or about the
Premises of a Hazardous Substance with respect to which any Applicable Law
requires that a notice be given to persons entering or occupying the Premises or
neighboring properties.  Notwithstanding the foregoing, Lessee may, without
Lessor's prior consent, but in compliance with all Applicable Law, use any
ordinary and customary materials reasonably required to be used by Lessee in the
normal course of Lessee's business permitted on the Premises, so long as such
use is not a Reportable Use and does not expose the Premises or neighboring
properties to any meaningful risk of contamination or damage or expose Lessor to
any liability therefor.  In addition, Lessor may (but without any obligation to
do so) condition its consent to the use or presence of any Hazardous Substance,
activity or storage tank by Lessee upon Lessee's giving Lessor such additional
assurances as Lessor, in its reasonable discretion, deems necessary to protect
itself, the public, the Premises and the environment against damage,
contamination or injury and/or liability therefrom or therefor, including, but
not limited to, the installation (and removal on or before Lease expiration or
earlier termination) of reasonably necessary protective modifications to the
Premises (such as concrete encasements) and/or the deposit of an additional
Security Deposit under Paragraph 5 hereof.

          (b)  DUTY TO INFORM LESSOR.  If Lessee knows, or has reasonable cause
to believe, that a Hazardous Substance, or a condition involving or resulting
from same, 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.  Lessee shall also immediately give Lessor a copy
of any statement, report, notice, registration, application, permit, business
plan, license, claim, action or proceeding given to, or received from, any
governmental authority or private party, or persons entering or occupying the
Premises, concerning the presence, spill, release, discharge of, or exposure to,
any Hazardous Substance or contamination in, on, or about the Premises,
including but not limited to all such documents as may be involved in any
Reportable Uses involving the Premises.

          (c)  INDEMNIFICATION.  Lessee shall indemnify, protect, defend and
hold Lessor, its agents, employees, lenders and ground lessor, if any, and the
Premises, harmless from and against any and all loss of rents and/or damages,
liabilities, judgments, costs, claims, liens, expenses, penalties, permits and
attorney's and consultant's fees arising out of or involving any Hazardous
Substance or storage tank brought onto the Premises by or for Lessee or under
Lessee's control.  Lessee's obligations under this Paragraph 6 shall include,
but not be limited to, the effects of any contamination or injury to person,
property or the environment created or suffered by Lessee, and the cost of
investigation (including consultant's and attorney's fees and testing), removal,
remediation, restoration and/or abatement thereof, or of any contamination
therein involved, and shall survive the expiration or earlier termination of
this Lease. No termination, cancellation or release agreement entered into by
Lessor and Lessee shall release Lessee from its obligations under this Lease
with respect to Hazardous Substances or storage tanks, unless specifically so
agreed by Lessor in writing at the time of such agreement.

     6.3  LESSEE'S COMPLIANCE WITH LAW.  Except as otherwise provided in this 
Lease, Lessee shall, at Lessee's sole cost and expense, fully, diligently and 
in a timely manner, comply with all "APPLICABLE LAW," which term is used in 
this Lease to include all laws, rules, regulations, ordinances, directives, 
covenants, easements and restrictions of record, permits, the requirements of 
any applicable fire insurance underwriter or rating bureau, and the 
recommendations of Lessor's engineers and/or consultants, relating in any 
manner to the Premises (including but not limited to matters pertaining to 
(i) industrial hygiene, (ii) environmental conditions on, in, under or about 
the Premises, including soil and groundwater conditions, and (iii) the use, 
generation, manufacture, production, installation, maintenance, removal, 
transportation, storage, spill or release of any Hazardous Substance or 
storage tank), now in effect or which may hereafter come into effect, and 
whether or not reflecting a change in policy from any previously existing 
policy.  Lessee shall, within five (5) days after receipt of Lessor's written 
request, provide Lessor with copies of all documents and information, 
including, but not limited to, permits, registrations, manifests, 
applications, reports and certificates, evidencing Lessee's compliance with 
any Applicable Law specified by Lessor, and shall immediately upon receipt, 
notify Lessor in writing (with copies of any documents involved) of any 
threatened or actual claim, notice, citation, warning, complaint or report 
pertaining to or involving failure by Lessee or the Premises to comply with 
any Applicable Law.

     6.4  INSPECTION; COMPLIANCE.  Lessor and Lessor's Lender(s) (as defined in
Paragraph 8.3(a)) shall have the right to enter the Premises at any time, in
the case of an emergency, and otherwise at reasonable times, for the purpose of
inspecting the condition of the Premises and for verifying compliance by Lessee
with this Lease and all Applicable Laws (as defined in Paragraph 6.3), and to
employ experts and/or consultants in connection therewith and/or to advise
Lessor with respect to Lessee's activities, including but not limited to the
installation, operation, use, monitoring, maintenance, or removal of any
Hazardous Substance or storage tank on or from the Premises.  The costs and
expenses of any such inspections shall be paid by the party requesting same,
unless a Default or Breach of this Lease, violation of Applicable Law, or a
contamination, caused or materially contributed to by Lessee is found to exist
or be imminent, or unless the inspection is requested or ordered by a
governmental authority as the result of any such existing or imminent violation
or contamination. In any such case, Lessee shall upon request reimburse Lessor
or Lessor's Lender, as the case may be, for the costs and expenses of such
inspections.

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

     7.1  LESSEE'S OBLIGATIONS.

          (a)  Subject to the provisions of Paragraphs 2.2 (Lessor's warranty as
to condition), 2.3 (Lessor's warranty as to compliance with covenants, etc.),

                                                               Initials ______
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7.2 (Lessor's obligations to repair), 9 (damage and destruction), and 
14 (condemnation), Lessee shall, at Lessee's sole cost and expense and at all 
times, keep the Premises and every part thereof in good order, condition and 
repair, (whether or not such portion of the Premises requiring repair, or the 
means of repairing the same, are reasonably or readily accessible to Lessee, 
and whether or not the need for such repairs occurs as a result of Lessee's 
use, any prior use, the elements or the age of such portion of the Premises), 
including, without limiting the generality of the foregoing, all equipment or 
facilities serving the Premises, such as plumbing, heating, air conditioning, 
ventilating, electrical, lighting facilities, boilers, fired or unfired 
pressure vessels, fire sprinkler and/or standpipe and hose or other automatic 
fire extinguishing system, including fire alarm and/or smoke detection 
systems and equipment, fire hydrants, fixtures, walls (interior and 
exterior), ceilings, floors, windows, doors, plate glass, skylights, 
landscaping, driveways, parking lots, fences, retaining walls, signs, 
sidewalks and parkways located in, on, about, or adjacent to the Premises, 
but excluding foundations, the exterior roof and the structural aspects of 
the Premises.  Lessee shall not cause or permit any Hazardous Substance to be 
spilled or released in, on, under or about the Premises (including through 
the plumbing or sanitary sewer system) and shall promptly, at Lessee's 
expense, 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, the elements surrounding same, or neighboring properties, that 
was caused or materially contributed to by Lessee, or pertaining to or 
involving any Hazardous Substance and/or storage tank brought onto the 
Premises by or for Lessee or under its control.  Lessee, in keeping the 
Premises in good order, condition and repair, shall exercise and perform good 
maintenance practices.  Lessee's obligations shall include restorations, 
replacements or renewals when necessary to keep the Premises and all 
improvements thereon or a part thereof in good order, condition and state of 
repair.

          (b)  Lessee shall, at Lessee's sole cost and expense, procure and 
maintain contracts, with copies to Lessor, in customary form and substance 
for, and with contractors specializing and experienced in, the inspection, 
maintenance and service of the following equipment and improvements, if any, 
located on the Premises: (i) heating, air conditioning, and ventilation 
equipment, (ii) boiler, fired or unfired pressure vessels, (iii) fire 
sprinkler and/or standpipe and hose or other automatic fire extinguishing 
systems, including fire alarm and/or smoke detection, (iv) landscaping and 
irrigation systems, (v) roof covering and drain maintenance and (vi) asphalt 
and parking lot maintenance.

     7.2  LESSOR'S OBLIGATIONS.  Upon receipt of written notice of the need 
for such repairs and subject to Paragraph 13.5, Lessor shall, at Lessor's 
expense, keep the foundations, exterior roof and structural aspects of the 
Premises in good order, condition and repair. Lessor shall not, however, be 
obligated to paint the exterior surface of the exterior walls or to maintain 
the windows, doors or plate glass or the interior surface of exterior walls.  
Lessor shall not, in any event, have any obligation to make any repairs until 
Lessor receives written notice of the need for such repairs.  It is the 
intention of the Parties that the terms of this Lease govern the respective 
obligations of the Parties as to maintenance and repair of the Premises.  
Lessee and Lessor expressly waive the benefit of any statute now or hereafter 
in effect to the extent it is inconsistent with the terms of this Lease with 
respect to, or which affords Lessee the right to make repairs at the expense 
of Lessor or to terminate this Lease by reason of, any needed repairs.

     7.3  UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

          (a)  DEFINITIONS; CONSENT REQUIRED.  The term "UTILITY INSTALLATIONS"
is used in this Lease to refer to all carpeting, window coverings, air lines,
power panels, electrical distribution, security, fire protection systems,
communication systems, lighting fixtures, heating, ventilating, and air
conditioning equipment, plumbing, and fencing in, on or about the Premises.  The
term "TRADE FIXTURES" shall mean Lessee's machinery and equipment that can be
removed without doing material damage to the Premises.  The term "ALTERATIONS"
shall mean any modification of the improvements on the Premises from that which
are provided by Lessor under the terms of this Lease, 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 as defined
in Paragraph 7.4(a).  Lessee shall not make any Alterations or Utility
Installations in, on, under or about the Premises without Lessor's prior written
consent.  Lessee may, however, make non-structural Utility Installations to the
interior of the Premises (excluding the roof), as long as they are not visible
from the outside, do not involve puncturing, relocating or removing the roof or
any existing walls, and the cumulative cost thereof during the term of this
Lease as extended does not exceed $25,000.

          (b)  CONSENT.  Any Alterations or Utility Installations that Lessee
shall desire to make and which require the consent of the Lessor shall be
presented to Lessor in written form with proposed detailed plans. All consents
given by Lessor, whether by virtue of Paragraph 7.3(a) or by subsequent specific
consent, shall be deemed conditioned upon: (i) Lessee's acquiring all applicable
permits required by governmental authorities, (ii) the furnishing of copies of
such permits together with a copy of the plans and specifications for the
Alteration or Utility Installation to Lessor prior to commencement of the work
thereon, and (iii) the compliance by Lessee with all conditions of said permits,
in a prompt and expeditious manner.  Any Alterations or Utility Installations by
Lessee during the term of this Lease shall be done in a good and workmanlike
manner, with good and sufficient materials, and in compliance with all
Applicable Law.  Lessee shall promptly upon completion thereof furnish Lessor
with as-built plans and specifications therefor.  Lessor may (but without
obligation to do so) condition its consent to any requested Alteration or
Utility Installation that costs $10,000 or more upon Lessee's providing Lessor
with a lien and completion bond in an amount equal to one and one-half times the
estimated cost of such Alteration or Utility Installation and/or upon Lessee's
posting an additional Security Deposit with Lessor under Paragraph 38 hereof.

          (c)  INDEMNIFICATION.  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
mechanics' or materialmen's lien against the Premises or any interest therein. 
Lessee shall give Lessor not less than ten (10) days' notice prior to the
commencement of any work in, on or about the Premises, and Lessor shall have the
right to post notices of non-responsibility in or on the Premises as provided by
law.  If Lessee shall, in good faith, contest the validity of any such lien,
claim or demand, then lessee shall, at its sole expense defend and protect
itself, Lessor and the Premises against the same and shall pay and satisfy any
such adverse judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the Premises.  If Lessor shall require, Lessee
shall furnish to Lessor a surety bond satisfactory to Lessor in an amount equal
to one and one-half times the amount of such contested lien claim or demand, 
indemnifying Lessor against liability for the same, as required by law for the
holding of the Premises free from the effect of such lien or claim.  In
addition, Lessor may require Lessee to pay Lessor's attorney's fees and costs in
participating in such action if Lessor shall decide it is to its best interest
to do so.

     7.4  OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

          (a)  OWNERSHIP.  Subject to Lessor's right to require their removal 
or become the owner thereof as hereinafter provided in this Paragraph 7.4, 
all Alterations and Utility Additions made to the Premises by Lessee shall be 
the property of and owned by Lessee, but considered a part of the Premises.  
Lessor may, at any time and at its option, elect in writing to Lessee to be 
the owner of all or any specified part of the Lessee Owned Alterations and 
Utility Installations.  Unless otherwise instructed per subparagraph 7.4(b) 
hereof, all Lessee Owned Alterations and Utility Installations shall, at the 
expiration or earlier termination of this Lease, become the property of 
Lessor and remain upon and be surrendered by Lessee with the Premises.

          (b)  REMOVAL.  Unless otherwise agreed in writing, Lessor may 
require that any or all Lessee Owned Alterations or Utility Installations be 
removed by the expiration or earlier termination of this Lease, 
notwithstanding their installation may have been consented to by Lessor.  
Lessor may require the removal at any time of all or any part of the Lessee 
Owned Alterations or Utility Installations made without the required consent 
of Lessor.

          (c)  SURRENDER/RESTORATION.  Lessee shall surrender the Premises by 
the end of the last day of the Lease term or any earlier termination date, 
with all 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 
or by Lessee performing all of its obligations under this Lease.  Except as 
otherwise agreed or specified in writing by Lessor, the Premises, as 
surrendered, shall include the Utility Installations.  The obligation of 
Lessee shall include the repair of any damage occasioned by the installation, 
maintenance or removal of Lessee's Trade Fixtures, furnishings, equipment, 
and Alterations and/or Utility Installations, as well as the removal of any 
storage tank installed by or for Lessee, and the removal, replacement, or 
remediation of any soil, material or ground water contaminated by Lessee, all 
as may then be required by Applicable Law and/or good service practice.  
Lessee's Trade Fixtures shall remain the property of Lessee and shall be 
removed by Lessee subject to its obligation to repair and restore the 
Premises per this Lease.

8.   INSURANCES; INDEMNITY.

     8.1  PAYMENT OF PREMIUM INCREASES.

          (a)  Lessee shall pay to Lessor any insurance cost increase 
("INSURANCE COST INCREASE") occurring during the term of this Lease.  
"INSURANCE COST INCREASE" is defined as any increase in the actual cost of 
the insurance required under Paragraphs 8.2(b), 8.3(a) and 8.3(b), ("REQUIRED 
INSURANCE"), over and above the Base Premium, as hereinafter defined, 
calculated on an annual basis.  "INSURANCE COST INCREASE" shall include, but 
not be limited to, increases resulting from the nature of Lessee's occupancy, 
any act or omission of Lessee, requirements of the holder of a mortgage or 
deed of trust covering the Premises, increased valuation of the Premises, 
and/or a premium rate increase.  If the parties insert a dollar amount in 
Paragraph 1.9, such amount shall be considered the "BASE PREMIUM."  In lieu 
thereof, if the Premises have been previously occupied, the "BASE PREMIUM" 
shall be the annual premium applicable to the most recent occupancy.  If the 
Premises have never been occupied, the "BASE PREMIUM" shall be the lowest 
annual premium reasonably obtainable for the Required Insurance as of the 
commencement of the Original Term, assuming the most nominal use possible of 
the Premises.  In no event, however, shall Lessee be responsible for any 
portion of the premium cost attributable to liability insurance coverage in 
excess of $1,000,000 procured under Paragraph 8.2(b) (Liability Insurance 
Carried By Lessor).

          (b)  Lessee shall pay any such Insurance Cost Increase to Lessor 
within thirty (30) days after receipt by Lessee of a copy of the premium 
statement or other reasonable evidence of the amount due.  If the insurance 
policies maintained hereunder cover other property besides the Premises, 
Lessor shall also deliver to Lessee a statement of the amount of such 
Insurance Cost Increase attributable only to the Premises showing in 
reasonable detail the manner in which such amount was computed.  Premiums for 
policy periods commencing prior to, or extending beyond, the term of this 
Lease shall be prorated to coincide with the corresponding Commencement or 
Expiration of the Lease term.

     8.2  LIABILITY INSURANCE.

          (a)  CARRIED BY LESSEE.  Lessee shall obtain and keep in force 
during the term of this Lease a Commercial General Liability policy of 
insurance protecting Lessee and Lessor (as an additional insured) against 
claims for bodily injury, personal injury and property damage based upon, 
involving or arising out of the ownership, use, occupancy or maintenance of 
the Premises and all areas appurtenant thereof.  Such insurance shall be on 
an occurrence basis providing single limit coverage in an amount not less 
than $1,000,000 per occurrence with an "Additional Insured-Managers or 
Lessors of Premises"

                                                               Initials ______
<PAGE>

Endorsement and contain the "Amendment of the Pollution Exclusion" for damage 
caused by heat, smoke or fumes from a hostile fire.  The policy shall not 
contain any intra-insured exclusions as between insured persons or 
organizations, but shall include coverage for liability assumed under this 
Lease as an "insured contract" for the performance of Lessee's indemnity 
obligations under this Lease.  The limits of said insurance required by this 
Lease or as carried by Lessee shall not, however, limit the liability of 
Lessee nor relieve Lessee of any obligation hereunder.  All insurance to be 
carried by Lessee shall be primary to and not contributory with any similar 
insurance carried by Lessor, whose insurance shall be considered excess 
insurance only.

          (b)  CARRIED BY LESSOR.  In the event Lessor is the Insuring Party,
Lessor shall also maintain liability insurance described in paragraph 8.2(a),
above, in addition to, and not in lieu of, the insurance required to be
maintained by Lessee.  Lessee shall not be named as an additional insured
therein. 

     8.3  PROPERTY INSURANCE -- BUILDING, IMPROVEMENTS AND RENTAL VALUE.

          (a)  BUILDING AND IMPROVEMENTS.  The Insuring Party shall obtain 
and keep in force during the term of this Lease a policy or policies in the 
name of Lessor, with loss payable to Lessor and to the holders of any 
mortgages, deeds of trust or ground leases on the Premises ("LENDER(S)"), 
insuring loss or damage to the Premises.  The amount of such insurance shall 
be equal to the full replacement cost of the Premises, as the same shall 
exist from time to time, or the amount required by Lenders, but in no event 
more than the commercially reasonable and available insurable value thereof 
if, by reason of the unique nature or age of the improvements involved, such 
latter amount is less than full replacement cost.  Lessee Owned Alterations 
and Utility Installations 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 any additional costs resulting from debris removal and 
reasonable amounts of coverage for the enforcement of any ordinance or law 
regulating the reconstruction or replacement of any undamaged sections of the 
Premises required to be demolished or removed by reason of the enforcement of 
any building, zoning, safety or land use laws as the result of a covered 
cause of loss, but not including plate glass insurance. 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.

          (b)  RENTAL VALUE.  Lessor shall, in addition, obtain and keep in 
force during the term of this Lease a policy or policies in the name of 
Lessor, with loss payable to Lessor and Lender(s), insuring the loss of the 
full rental and other charges payable by Lessee to Lessor under this Lease 
for one (1) year (including all real estate taxes, insurance costs, and any 
scheduled rental increases).  Said insurance shall provide that in the event 
the Lease is terminated by reason of an insured loss, the period of indemnity 
for such coverage shall be extended beyond the date of the completion of 
repairs or replacement of the Premises, to provide for one full year's loss 
of rental revenues from the date of any such loss.  Said insurance shall 
contain an agreed valuation provision in lieu of any coinsurance clause, and 
the amount of coverage shall be adjusted annually to reflect the projected 
rental income, property taxes, insurance premium costs and other expenses, if 
any, otherwise payable by Lessee, for the next twelve (12) month period.

          (c)  ADJACENT PREMISES.  If the Premises are part of a larger 
building, or if the Premises are part of a group of buildings owned by Lessor 
which are adjacent to the Premises, the Lessee shall pay for any increase in 
the premiums for the property insurance of such building or buildings if said 
increase is caused by Lessee's acts, omissions, use or occupancy of the 
Premises.

          (d)  TENANT'S IMPROVEMENTS.  Since Lessor is the Insuring Party, 
the Lessor shall not be required to insure Lessee Owned Alterations and 
Utility Installations unless the item in question has become the property of 
Lessor under the terms of this Lease.

     8.4  LESSEE'S PROPERTY INSURANCE.  Subject to the requirements of 
Paragraph 8.5, Lessee at its cost shall either by separate policy or, at 
Lessor's option, by endorsement to a policy already carried, maintain 
insurance coverage on all of Lessee's personal property, Lessee Owned 
Alterations and Utility Installations in, on, or about the Premises similar 
in coverage to that carried by the Insuring Party under Paragraph 8.3.  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 or the restoration of 
Lessee Owned Alterations and Utility Installations.  Lessee shall be the 
insuring Party with respect to the insurance required by this Paragraph 8.4 
and shall provide Lessor with written evidence that such insurance is in 
force.

     8.5  INSURANCE POLICIES.  Insurance required hereunder shall be in 
companies duly licensed to transact business in the state where the Premises 
are located, and maintaining during the policy term a "General Policyholders 
Rating" of at least B+, V, or such other rating as may be required by a 
Lender having a lien on the Premises, as set forth in the most current issue 
of "Best's Insurance Guide." Lessee shall not do or permit to be done 
anything which shall invalidate the insurance policies referred to in this 
Paragraph 8. Lessee shall cause to be delivered to Lessor certified copies 
of, or certificates evidencing the existence and amounts of, the insurance, 
and with the additional insureds, required under Paragraph 8.2(a) and 8.4.  
No such policy shall be cancelable or subject to modification except after 
thirty (30) days prior written notice to Lessor.  Lessee shall at least 
thirty (30) days prior to the expiration of such policies, furnish Lessor 
with evidence of renewals or "insurance binders" evidencing renewal thereof, 
or Lessor may order such insurance and charge the cost thereof to Lessee, 
which amount shall be payable by Lessee to Lessor upon demand.

     8.6  WAIVER OF SUBROGATION.  Without affecting any other rights or 
remedies, Lessee and Lessor ("Waiving Party") each hereby release and relieve 
the other, and waive their entire right to recover damages (whether in 
contract or in tort) against the other, for loss of or damage to the Waiving 
Party's property arising out of or incident to the perils required to be 
insured against under Paragraph 8.  The effect of such releases and waivers 
of the right to recover damages shall not be limited by the amount of 
insurance carried or required, or by any deductibles applicable thereto.

     8.7  INDEMNITY.  Except for Lessor's negligence and/or breach of express 
warranties, Lessee shall indemnify, protect, defend and hold harmless the 
Premises, Lessor and it agents, Lessor's master or ground lessor, partners 
and Lenders, from and against any and all claims, loss of rents and/or 
damages, costs, liens, judgments, penalties, permits, attorney's and 
consultant's fees, expenses and/or liabilities arising out of, involving, or 
in dealing with, the occupancy of the Premises by Lessee, the conduct of 
Lessee's business, any act, omission or neglect of Lessee, its agents, 
contractors, employees or invitees, and out of any Default or Breach by Lessee 
in the performance in a timely manner of any obligation on Lessee's part to 
be performed under this Lease.  The foregoing shall include, but not be 
limited to, the defense or pursuit of any claim or any action or proceeding 
involved therein, and whether or not (in the case of claims made against 
Lessor) litigated and/or reduced to judgment, and whether well founded or 
not.  In case any action or proceeding be brought against Lessor by reason of 
any of the foregoing matters, Lessee upon notice from Lessor shall defend the 
same at Lessee's expense by counsel reasonably satisfactory to Lessor and 
Lessor shall cooperate with Lessee in such defense.  Lessor need not have 
first paid any such claim in order to be so indemnified.

     8.8  EXEMPTION OF LESSOR FROM LIABILITY.  Lessor shall not be liable for 
injury or damage to the person or goods, wares, merchandise or other property 
of Lessee, Lessee's employees, contractors, invitees, customers, or any other 
person in or about the Premises, whether such damage or injury is caused by 
or results from fire, steam, electricity, gas, water or rain, or from the 
breakage, leakage, obstruction or other defects of pipes, fire sprinklers, 
wires, appliances, plumbing, air conditioning or lighting fixtures, or from 
any other cause, whether the said injury or damage results from conditions 
arising upon the Premises or upon other portions of the building of which the 
Premises are a part, or from other sources or places, and regardless of 
whether the cause of such damage or injury or the means of repairing the same 
is accessible or not. Lessor shall not be liable for any damages arising from 
any act or neglect of any other tenant of Lessor.  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, the repair cost of which damage or destruction is less than 50%
of the then Replacement Cost of the Premises immediately prior to such damage or
destruction, excluding from such calculation the value of the land and Lessee
Owned Alterations and Utility Installations.

          (b)  "PREMISES TOTAL DESTRUCTION" shall mean damage or destruction to
the Premises, other than Lessee Owned Alterations and Utility Installations the
repair cost of which damage or destruction is 50% or more of the then
Replacement Cost of the Premises immediately prior to such damage or
destruction, excluding from such calculation the value of the land and Lessee
Owned Alterations and Utility Installations.

          (c)  "INSURED LOSS" shall mean damage or destruction to improvements
on the Premises, other than Lessee Owned Alterations and Utility Installations,
which was caused by an event required to be covered by the insurance described
in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits
involved.

          (d)  "REPLACEMENT COST" shall mean the cost to repair or rebuild the
improvements owned by Lessor at the time of the occurrence to their condition
existing immediately prior thereto, including demolition, debris removal and
upgrading required by the operation of applicable building codes, ordinances or
laws, and without deduction for depreciation.

          (e)  "HAZARDOUS SUBSTANCE CONDITION" shall mean the occurrence or
discovery of a condition involving the presence of, or a contamination by, a
Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the
Premises.

     9.2  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.  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, the shortage in proceeds 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 
ten (10) days following receipt of written notice of such shortage and 
request therefor.  If Lessor receives said funds or adequate assurance 
thereof within said ten (10) day period, the party responsible for making the 
repairs shall complete them as soon as reasonably possible and this Lease 
shall remain in full force and effect.  If Lessor does not receive such funds 
or assurance within said period, Lessor may nevertheless elect by written 
notice to Lessee within ten (10) days thereafter to make such restoration and 
repair as is commercially reasonable with Lessor paying any shortage in 
proceeds, in which case this Lease shall remain in full force and effect.  If 
in such case Lessor does not so elect, then this Lease shall terminate sixty 
(60) days following the occurrence of the damage or destruction. Unless 
otherwise agreed. Lessee shall in no event have any right to reimbursement 
from Lessor for any funds contributed by Lessee to repair

                                                               Initials ______
<PAGE>

     10.3 JOINT ASSESSMENT.  If the Premises are not separately assessed,
Lessee's liability 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.

     10.4 PERSONAL PROPERTY TAXES.  Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee Owned Alterations, Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or elsewhere.  When possible, Lessee shall
cause its 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 personal property shall be assessed with Lessor's real property,
Lessee shall pay Lessor the taxes attributable to Lessee within ten (10) days
after receipt of a written statement setting forth the taxes applicable to
Lessee's property or, at Lessor's option, as provided in Paragraph 10.1(b).

11.  UTILITIES.  Lessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon.  If any such services are not
separately metered to Lessee, Lessee shall pay a reasonable proportion, to be
determined by Lessor, of all charges jointly metered with other premises.

12.  ASSIGNMENT AND SUBLETTING.

     12.1 LESSOR'S CONSENT REQUIRED.

          (a)  Lessee shall not voluntarily or by operation of law assign, 
transfer, mortgage or otherwise transfer or encumber (collectively, 
"assignment") or sublet all or any part of Lessee's interest in this Lease or 
in the Premises without Lessor's prior written consent given under and 
subject to the terms of Paragraph 36.

          (b)  A change in the control of Lessee shall constitute an 
assignment requiring Lessor's consent.  The transfer, on a cumulative basis, 
of twenty-five percent (25%) or more of the voting control of Lessee shall 
constitute a change in control for this purpose.

          (c)  The involvement of Lessee or its assets in any transaction, or 
series of transactions (by way of merger, sale, acquisition, financing, 
refinancing, transfer, leveraged buy-out or otherwise), whether or not a formal 
assignment or hypothecation of this Lease or Lessee's assets occurs, which 
results or will result in a reduction of the Net Worth of Lessee, as 
hereinafter defined, by an amount equal to or greater than twenty-five 
percent (25%) of such Net Worth of Lessee as it was represented to Lessor at 
the time of the execution by Lessor of this Lease or at the time of the most 
recent assignment to which Lessor has consented, or as it exists immediately 
prior to said transaction or transactions constituting such reduction, at 
whichever time said Net Worth of Lessee was or is greater, shall be 
considered an assignment of this Lease by Lessee to which Lessor may 
reasonably withhold its consent.  "Net Worth of Lessee" for purposes of this 
Lease shall be the net worth of Lessee (excluding any guarantors) established 
under generally accepted accounting principles consistently applied.

          (d)  An assignment or subletting of Lessee's interest in this Lease 
without Lessor's specific prior written consent shall, at Lessor's option, be 
a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach 
without the necessity of any notice and grace period.  If Lessor elects to 
treat such unconsented to assignment or subletting as a noncurable Breach, 
Lessor shall have the right to either: (i) terminate this Lease, or (ii) upon 
thirty (30) days written notice ("Lessor's Notice"), increase the monthly 
Base Rent to fair market rental value or one hundred ten percent (110%) of 
the Base Rent then in effect, whichever is greater.  Pending determination of 
the new fair market rental value, if disputed by Lessee, Lessee shall pay the 
amount set forth in Lessor's Notice, with any overpayment credited against 
the next installment(s) of Base Rent coming due, and any underpayment for the 
period retroactively to the effective date of the adjustment being due and 
payable immediately upon the determination thereof.  Further, in the event of 
such Breach and market value adjustment, (i) the purchase price of any option 
to purchase the Premises held by Lessee shall be subject to similar 
adjustment to the then fair market value (without the Lease being considered 
an encumbrance or any deduction for depreciation or obsolescence, and 
considering the Premises at its highest and best use and in good condition), 
or one hundred ten percent (110%) of the price previously in effect, 
whichever is greater, (ii) any index-oriented rental or price adjustment 
formulas contained in this Lease shall be adjusted to require that the base 
index be determined with reference to the index applicable to the time of 
such adjustment, and (iii) any fixed rental adjustments scheduled during the 
remainder of the Lease term shall be increased in the same ratio as the new 
market rental bears to the Base Rent in effect immediately prior to the 
market value adjustment.

          (e)  Lessee's remedy for any breach of this Paragraph 12.1 by Lessor
shall be limited to compensatory damages and injunctive relief.

     12.2 TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND SUBLETTING.

          (a)  Regardless of Lessor's consent, any assignment or subletting
shall not: (i) be effective without the express written assumption by such
assignee or sublessee of the obligations of Lessee under this Lease, (ii)
release Lessee of any obligations hereunder, or (iii) alter the primary
liability of Lessee for the payment of Base Rent and other sums due Lessor
hereunder or for the performance of any other obligations to be performed by
Lessee under this Lease.

          (b)  Lessor may accept any rent or performance of Lessee's obligations
from any person other than Lessee pending approval or disapproval of an
assignment.  Neither a delay in the approval or disapproval of such assignment
nor the acceptance of any rent or performance shall constitute a  waiver or
estoppel of Lessor's right to exercise its remedies for the Default or Breach by
Lessee of any of the terms, covenants or conditions of this Lease.

          (c)  The consent of Lessor to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting by Lessee or to
any subsequent or successive assignment or subletting by the sublessee. 
However, Lessor may consent to subsequent sublettings and assignments of the
sublease or any amendments or modifications thereto without notifying Lessee or
anyone else liable on the Lease or sublease and without obtaining their consent,
and such action shall not relieve such persons from liability under this Lease
or sublease.

          (d)  In the event of any Default or Breach of Lessee's obligations
under this Lease, Lessor may proceed directly against Lessee, any Guarantors or
any one else responsible for the performance of the Lessee's obligations under
this Lease, including the sublessee, without first exhausting Lessor's remedies
against any other person or entity responsible therefor to Lessor, or any
security held by Lessor or Lessee.

          (e)  Each request for consent to an assignment or subletting shall be
in writing, accompanied by information relevant to Lessor's determination as to
the financial and operational responsibility and appropriateness of the proposed
assignee or sublessee, including but not limited to the intended use and/or
required modification of the Premises, if any, together with a non-refundable
deposit of $1,000 or ten percent (10%) of the current monthly Base Rent,
whichever is greater, as reasonable consideration for Lessor's considering and
processing the request for consent.  Lessee agrees to provide Lessor with such
other or additional information and/or documentation as may be reasonably
requested by Lessor.

          (f)  Any assignee of, or sublessee under, this Lease shall, by 
reason of accepting such assignment or entering into such sublease, be 
deemed, for the benefit of Lessor, to have assumed and agreed to conform and 
comply with each and every term, covenant, condition and obligation herein to 
be observed or performed by Lessee during the term of said assignment or 
sublease, other than such obligations as are contrary to or inconsistent 
with provisions of an assignment or sublease to which Lessor has specifically
consented in writing.

          (g)  The occurrence of a transaction described in Paragraph 12.1(c) 
shall give Lessor the right (but not the obligation) to require that the 
Security Deposit be increased to an amount equal to six (6) times the then 
monthly Base Rent, and Lessor may make the actual receipt by Lessor of the 
amount required to establish such Security Deposit a condition to Lessor's 
consent to such transaction.

          (h)  Lessor, as a condition to giving its consent to any assignment or
subletting, may require that the amount and adjustment structure of the rent
payable under this Lease be adjusted to what is then the market value and/or
adjustment structure for property similar to the Premises as then constituted.

     12.3 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING.  The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly incorporated therein:

          (a)  Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all rentals and income arising from any sublease of all or a portion
of the Premises heretofore or hereafter made by Lessee, and Lessor may collect
such rent and income and apply same toward Lessee's obligations under this
Lease; provided, however, that until a Breach (as defined in Paragraph 13.1)
shall occur in the performance of Lessee's obligations under this Lease, Lessee
may, except as otherwise provided in this Lease, receive, collect and enjoy the
rents accruing under such sublease.  Lessor shall not, by reason of this or any
other assignment of such sublease to Lessor, not by reason of the collection of
the rents from a sublessee, be deemed liable to the sublessee for any failure of
Lessee to perform and comply with any of Lessee's obligations to such sublessee
under such sublease.  Lessee hereby irrevocably authorizes and directs any such
sublessee, upon receipt of a written notice from Lessor stating that a Breach
exists in the performance of Lessee's obligations under this Lease, to pay to
Lessor the rents and other charges due and to become due under the sublease. 
Sublessee shall rely upon any such statement and request from Lessor and shall
pay such rents and other charges to Lessor without any obligation or right to
inquire as to whether such Breach exists and notwithstanding any notice from or
claim from Lessee to the contrary.  Lessee shall have no right or claim against
said sublessee, or, until the Breach has been cured, against Lessor, for any
such rents and other charges so paid by said sublessee to Lessor.

          (b)  In the event of a Breach by Lessee in the performance of its
obligations under this Lease, Lessor, at its option and without any obligation
to do so, may require any sublessee to attorn to Lessor, in which event Lessor
shall undertake the obligations of the sublessor under such sublease from the
time of the exercise of said option to the expiration of such sublease;
provided, however, Lessor shall not be liable for any prepaid rents or security
deposit paid by such sublessee to such sublessor or for any other prior Defaults
or Breaches of such sublessor under such sublease.

          (c)  Any matter or thing requiring the consent of the sublessor under
a sublease shall also require the consent of Lessor herein.

          (d)  No sublessee 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 owed by the sublessee.

13.  DEFAULT; BREACH; REMEDIES.

     13.1 DEFAULT: BREACH. Lessor and Lessee agree that if an attorney is 
consulted by Lessor in connection with a Lessee Default or Breach (as 
hereinafter defined), $350.00 is a reasonable minimum sum per such occurrence 
for legal service and costs in the preparation and service of a notice of 
default.

<PAGE>

and that Lessor may include the cost of such services and costs in said 
notice as rent due and payable to cure said Default. A "Default" is defined 
as a failure by the Lessee to observe, comply with or perform any of the 
terms, covenants, conditions or rules applicable to Lessee under this Lease. 
A "Breach" is defined as the occurrence of any one or more of the following 
Defaults, and, where a grace period for cure after notice is specified 
herein, the failure by Lessee to cure such Default prior to the expiration of 
the applicable grace period, shall entitle Lessor to pursue the remedies set 
forth in Paragraphs 13.2 and/or 13.3:

          (a)  The vacating of the Premises without the intention to reoccupy 
same, or the abandonment of the Premises.

          (b)  Except as expressly otherwise provided in this Lease, the 
failure by Lessee to make any payment of Base Rent or any other monetary 
payment required to be made by Lessee hereunder, whether to Lessor or to a 
third party, as and when due, the failure by Lessee to provide Lessor with 
reasonable evidence of insurance or surety bond required under this Lease, or 
the failure of Lessee to fulfill any obligation under this Lease which 
endangers or threatens life or property, where such failure continues for a 
period of three (3) days following written notice thereof by or on behalf of 
Lessor to Lessee.

          (c)  Except as expressly otherwise provided in this Lease, the 
failure by Lessee to provide Lessor with reasonable written evidence (in duly 
executed original form, if applicable) of (i) compliance with applicable law 
per Paragraph 8.3, (ii) the inspection, maintenance and service contracts 
required under Paragraph 7.1(b), (iii) the recission of an unauthorized 
assignment or subletting per Paragraph 12.1(b), (iv) a Tenancy Statement per 
Paragraphs 16 or 37, (v) the subordination or non-subordination of this Lease 
per Paragraph 30, (vi) the guaranty of the performance of Lessee's 
obligations under this Lease, if required under Paragraphs 1.11 and 37, (vii) 
the execution of any document requested under Paragraph 42 (easements), or 
(viii) any other documentation or information which Lessor may reasonably 
require of Lessee under the terms of this Lease, where any such failure 
continues for a period of ten (10) days following written notice by or on 
behalf of Lessor to Lessee.

          (d)  A Default by Lessee as to the terms, covenants, conditions or 
provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, 
that are to be observed, complied with or performed by Lessee, other than 
those described in subparagraphs (a), (b) or (c), above, where such Default 
continues for a period of thirty (30) days after written notice thereof by or 
on behalf of Lessor to Lessee; provided, however, that if the nature of 
Lessee's Default is such that more than thirty (30) days are reasonably 
required for its cure, then it shall not be deemed to be a Breach of this 
Lease by Lessee if Lessee commences such cure within said thirty (30) day 
period and thereafter diligently prosecutes such cure to completion.

          (e)  The occurrence of any of the following events: (i) the making 
by Lessee of any general arrangement or assignment for the benefit of 
creditors; (ii) Lessee's becoming a "debtor" as defined in 11 U.S.C. Section 
101 or any successor statute thereto (unless, in the case of a petition filed 
against Lessee, the same is dismissed within sixty (60) days); (iii) the 
appointment of a trustee or receiver to take possession of substantially all 
of Lessee's assets located at the Premises or of Lessee's interest in this 
Lease, where possession is not restored to Lessee within thirty (30) days; or 
(iv) the attachment, execution or other judicial seizure of substantially all 
of Lessee's assets located at the Premises or of Lessee's interest in this 
Lease, where such seizure is not discharged within thirty (30) days; 
provided, however, in the event that any provision of this subparagraph (e) 
is contrary to any applicable law, such provision shall be of no force or 
effect, and not affect the validity of the remaining provisions.

          (f)  The discovery by Lessor that any financial statement given to
Lessor by Lessee or any Guarantor of Lessee's obligations hereunder was
materially false.

          (g)  If the performance of Lessee's obligations under this Lease is 
guaranteed: (i) the death of a guarantor, (ii) the termination of a 
guarantor's liability with respect to this Lease other than in accordance 
with the terms of such guaranty, (iii) a guarantor's becoming insolvent or 
the subject of a bankruptcy filing, (iv) a guarantor's refusal to honor the 
guaranty, or (v) a guarantor's breach of its guaranty obligation on an 
anticipatory breach basis, and Lessee's failure, within sixty (60) days 
following written notice by or on behalf of Lessor to Lessee of any such 
event, to provide Lessor with written alternative 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 affirmative duty or
obligation of Lessee under this Lease, within ten (10) days after written notice
to Lessee (or in case of an emergency, without notice), Lessor may at its option
(but without obligation to do so), perform such duty or obligation on Lessee's
behalf, including but not limited to the obtaining of reasonably required bonds,
insurance policies, or governmental licenses, permits or approvals. The costs 
and expenses of any such performance by Lessor shall be due and payable by 
Lessee to Lessor upon invoice therefor. If any check given to Lessor by 
Lessee shall not be honored by the bank upon which it is drawn, Lessor, at 
its option, may require all future payments to be made under this Lease by 
Lessee to be made only by cashier's check. In the event of a Breach of this 
Lease by Lessee, as defined in Paragraph 13.1, with or without further notice 
or demand, and without limiting Lessor in the exercise of any right or remedy 
which Lessor may have by reason of such Breach, Lessor may:

          (a)  Terminate Lessee's right to possession of the Premises by any
lawful means, in which case this Lease and the term hereof shall terminate and
Lessee shall immediately surrender possession of the Premises to Lessor. In such
event Lessor shall be entitled to recover from Lessee: (i) the worth at the time
of the award of the unpaid rent which had been earned at the time of
termination; (ii) the worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss that the Lessee proves could have
been reasonably avoided; (iii) the worth at the time of award of the amount by
which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that the Lessee proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all the detriment proximately caused by the Lessee's failure to perform its
obligations under this Lease or which in the ordinary course of things would be
likely to result therefrom, including but not limited to the cost of recovering
possession of the Premises, expenses of reletting, including necessary
renovation and alteration of the Premises, reasonable attorneys' fees, and that
portion of the leasing commission paid by Lessor applicable to the unexpired
terms of this Lease. The worth at the time of award of the amount referred to in
provision (iii) of the prior sentence shall be computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of award plus one percent (1%). Efforts by Lessor to mitigate damages
caused by Lessee's Default or Breach of this Lease shall not waive Lessor's
right to recover damages under this Paragraph. If termination of this Lease is
obtained through the provisional remedy of unlawful detainer, Lessor shall have
the right to recover in such proceeding the unpaid rent and damages as are
recoverable therein, or Lessor may reserve therein the right to recover all or
any part thereof in a separate suit for such rent and/or damages. If a notice
and grace period required under subparagraphs 13.1(b), (c) or (d) was not
previously given, a notice to pay rent or quit, or to perform or quit, as the
case may be, given to Lessee under any statute authorizing the forfeiture of
leases for unlawful detainer shall also constitute the applicable notice for
grace period purposes required by subparagraphs 13.1(b), (c) or (d). In such
case, the applicable grace period under subparagraphs 13.1(b), (c) or (d) and
under the unlawful detainer statute shall run concurrently after the one such
statutory notice, and the failure of Lessee to cure the Default within the
greater of the two such grace periods shall constitute both an unlawful detainer
and a Breach of this Lease entitling Lessor to the remedies provided for in this
Lease and/or by said statute.

          (b)  Continue the Lease and Lessee's right to possession in effect (in
California under California Civil Code Section 1951.4) after Lessee's Breach and
abandonment and recover the rent as it becomes due, provided Lessee has the
right to sublet or assign, subject only to reasonable limitations. See
Paragraphs 12 and 36 for the limitations on assignment and subletting which
limitations Lessee and Lessor agree are reasonable. Acts of maintenance or
preservation, efforts to relet the Premises, or the appointment of a receiver to
protect the Lessor's interest under the Lease, shall not constitute a
termination of the Lessee's right to possession.

          (c)  Pursue any other remedy now or hereafter available to Lessor
under the laws or judicial decisions of the state wherein the Premises are
located.

          (d)  The expiration or termination of this Lease and/or the
termination of Lessee's right to possession shall not relieve Lessee from
liability under any indemnity provisions of this Lease as to matters occurring
or accruing during the term hereof or by reason of Lessee's occupancy of the
Premises.

     13.3 INDUCEMENT RECAPTURE IN EVENT OF BREACH. Any agreement by Lessor 
for free or abated rent or other charges applicable to the Premises, or for 
the giving or paying by Lessor to or for Lessee of any cash or other bonus. 
Inducement or consideration for Lessee's entering into this Lease, all of 
which concessions are hereinafter referred to as "Inducement Provisions," 
shall be deemed conditioned upon Lessee's full and faithful performance of 
all of the terms, covenants and conditions of this Lease to be performed or 
observed by Lessee during the term hereof as the same may be extended. Upon 
the occurrence of a Breach of this Lease by Lessee, as defined in Paragraph 
13.1, any such Inducement Provision shall automatically be deemed deleted 
from this Lease and of no further force or effect, and any rent, other 
charge, bonus, inducement or consideration theretofore abated, given or paid 
by Lessor under such an Inducement Provision shall be immediately due and 
payable by Lessee to Lessor, and recoverable by Lessor as additional rent due 
under this Lease, notwithstanding any subsequent cure of said Breach by 
Lessee. The acceptance by Lessor of rent or the cure of the Breach which 
initiated the operation of this Paragraph 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 to Lessor of rent and other sums due hereunder will cause Lessor to 
incur costs not contemplated by this Lease, the exact amount of which will be 
extremely difficult to ascertain. Such costs include, but are not limited to, 
processing and accounting charges, and late charges which may be imposed upon 
Lessor by the terms of any ground lease, mortgage or trust deed covering the 
Premises. Accordingly, if any installment of rent or any other sum due from 
Lessee shall not be received by Lessor or Lessor's designee within five (5) 
days after such amount shall be due, then, without any requirement for notice 
to Lessee, Lessee shall pay to Lessor a late charge equal to six percent (6%) 
of such overdue amount. The parties hereby agree that such late charge 
represents a fair and reasonable estimate of the costs Lessor will incur by 
reason of late payment by Lessee. Acceptance of such late charge by Lessor 
shall in no event constitute a waiver of Lessee's Default or Breach with 
respect to such overdue amount, nor prevent Lessor from exercising any of the 
other rights and remedies granted hereunder. In the event that a late charge 
is payable hereunder, whether or not collected, for three (3) consecutive 
installments of Base Rent, then notwithstanding Paragraph 4.1 or any other 
provision of this Lease to the contrary, Base Rent shall, at Lessor's option, 
become due and payable quarterly in advance.

     13.5 BREACH BY LESSOR. Lessor shall not be deemed in breach of this Lease
unless Lessor fails within a reasonable time to perform an obligation required
to be performed by Lessor. For purposes of this Paragraph 13.5, a reasonable
time shall in no event be less than thirty (30) days after receipt by Lessor,
and by the holders of any ground lease, mortgage or deed of trust covering the
Premises 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 thirty (30) days after such notice are reasonably
required for its performance, then Lessor shall not be in breach of this Lease
if performance is commenced within such thirty (30) day period and thereafter
diligently pursued to completion.

<PAGE>

14.  CONDEMNATION. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(all of which are herein called "CONDEMNATION"), this Lease shall terminate as
to the part so taken as of the date the condemning authority takes title or
possession, whichever first occurs. If more than ten percent (10%) of the floor
area of the Premises, or more than twenty-five percent (25%) of the land area
not occupied by any building, is taken by condemnation, Lessee may, at Lessee's
option, to be exercised in writing within ten (10) days after Lessor shall have
given Lessee written notice of such taking (or in the absence of such notice,
within ten (10) days after the condemning authority shall have taken possession)
terminate this Lease as of the date the condemning authority takes such
possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining, except that the Base Rent shall be reduced in the same
proportion as the rentable floor area of the Premises taken bears to the total
rentable floor area of the building located on the Premises. No reduction of
Base Rent shall occur if the only portion of the Premises taken is land on which
there is no building. Any award for the taking of all or any part of the
Premises under the power of eminent domain or any payment made under threat of
the exercise of such power shall be the property of Lessor, whether such award
shall be made as compensation for diminution in value of the leasehold or for
the taking of the fee, or as severance damages; provided, however, that Lessee
shall be entitled to any compensation separately awarded to Lessee for Lessee's
relocation expenses and/or loss of Lessee's Trade Fixtures. In the event that
this Lease is not terminated by reason of such condemnation, Lessor shall to the
extent of its net severance damages received, over and above the legal and other
expenses incurred by Lessor in the condemnation matter, repair any damage to the
Premises caused by such condemnation, except to the extent that Lessee has been
reimbursed therefor by the condemning authority. Lessee shall be responsible for
the payment of any amount in excess of such net severance damages required to
complete such repair.

15.  BROKER'S FEE.

     15.1 The Brokers named in Paragraph 1.10 are the procuring causes of this
Lease.

     15.2 Under separate agreement, Lessor shall pay to said Brokers jointly, or
in such separate shares as they may mutually designate in writing, a fee as set
forth in a separate written agreement between Lessor and said Brokers (or in the
event there is no separate written agreement between Lessor and said Brokers,
the sum of $N/A) for brokerage services rendered by said Brokers to Lessor in
this transaction.

     15.3 Unless Lessor and Brokers have otherwise agreed in writing, Lessor
further agrees that: (a) if Lessee exercises any Option (as defined in Paragraph
39.1) or any Option subsequently granted which is substantially similar to an
Option granted to Lessee in this Lease, or (b) if Lessee acquires any rights to
the Premises or other premises described in this Lease which are substantially
similar to what Lessee would have acquired had an Option herein granted to
Lessee been exercised, or (c) if Lessee remains in possession of the Premises,
with the consent of Lessor, after the expiration of the term of this Lease after
having failed to exercise an Option, or (d) if said Brokers are the procuring
cause of any other lease or sale entered into between the Parties pertaining to
the Premises and/or any adjacent property in which Lessor has an interest, or
(e) if Base Rent is increased, whether by agreement or operation of an
escalation clause herein, then as to any of said transactions, Lessor shall pay
said Brokers a fee in accordance with the schedule of said Brokers in effect at
the time of the execution of this Lease.

     15.4 Any buyer or transferee of Lessor's interest in this Lease, whether
such transfer is by agreement or by operation of law, shall be deemed to have
assumed Lessor's obligation under this Paragraph 15. Each Broker shall be a
third party beneficiary of the provisions of this Paragraph 15 to the extent of
its interest in any commission arising from this Lease and may enforce that
right directly against Lessor and its successors.

     15.5 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 named in Paragraph 1.10) in connection with the negotiation of this Lease
and/or the consummation of the transaction contemplated hereby, and that no
broker or other person, firm or entity other than said named Brokers is entitled
to any commission or finder's fee in connection with said transaction. Lessee
and Lessor do each hereby agree to indemnify, protect, defend and hold the other
harmless from and against liability for compensation or charges which may be
claimed by any such unnamed broker, finder or other similar party by reason of
any dealings or actions of the indemnifying Party, including any costs,
expenses, attorneys' fees reasonably incurred with respect thereto.

     15.6 Lessor and Lessee hereby consent to and approve all agency
relationships, including any dual agencies, indicated in Paragraph 1.10.

16.  TENANCY STATEMENT.

     16.1 Each Party (as "RESPONDING PARTY") shall within ten (10) days after
written notice from the other Party (the "REQUESTING PARTY") execute,
acknowledge and deliver to the Requesting Party a statement in writing in form
similar to the then most current "TENANCY STATEMENT" form published by the
American Industrial Real Estate Association, plus such additional information,
confirmation and/or statements as may be reasonably requested by the Requesting
Party.

     16.2 If Lessor desires to finance, refinance, or sell the Premises, any
part thereof, or the building of which the Premises are a part, Lessee and all
Guarantors of Lessee's performance hereunder shall deliver to any potential
lender or purchaser designated by Lessor such financial statements of Lessee and
such Guarantors as may be reasonably required by such lender or purchaser,
including but not limited to Lessee's financial statements for the past three
(3) years. All such financial statements shall be received by Lessor and such
lender or purchaser in confidence and shall be used only for the purposes herein
set forth.

17.  LESSOR'S LIABILITY. The term "LESSOR" as used herein shall mean the owner
or owners at the time in question of the fee title to the Premises, 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 in this Lease, Lessor
shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor at the time of such transfer or assignment.
Except as provided in Paragraph 15, upon such transfer or assignment and
delivery of the Security Deposit, as aforesaid, the prior Lessor shall be
relieved of all liability with respect to the obligations and/or covenants under
this Lease thereafter to be performed by the Lessor. Subject to the foregoing,
the obligations and/or covenants in this Lease to be performed by the Lessor
shall be binding only upon the Lessor as hereinabove defined.

18.  SEVERABILITY. The invalidity of any provision of this Lease, as determined
by a court of competent jurisdiction, shall in no way affect the validity of any
other provision hereof.

19.  INTEREST ON PAST-DUE OBLIGATIONS. Any monetary payment due Lessor
hereunder, other than late charges, not received by Lessor within thirty (30)
days following the date on which it was due, shall bear interest from the
thirty-first (31st) day after it was due at the rate of 12% per annum, but not
exceeding the maximum rate allowed by law, in addition to the late charge
provided for in Paragraph 13.4.

20.  TIME OF ESSENCE. Time is of the essence with respect to the performance of
all obligations to be performed or observed by the Parties under this Lease.

21.  RENT DEFINED. All monetary obligations of Lessee to Lessor under the terms
of this Lease are deemed to be rent.

22.  NO PRIOR OR OTHER AGREEMENTS; BROKER DISCLAIMER. This Lease contains all
agreements between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor and Lessee each represents and warrants to the Brokers that it has made,
and is relying solely upon, its own investigation as to the nature, quality,
character and financial responsibility of the other Party to this Lease and as
to the nature, quality and character of the Premises. Brokers have no
responsibility with respect thereto or with respect to any default or breach
hereof by either Party.

23.  NOTICES.

     23.1 All notices required or permitted by this Lease shall be in writing 
and may be delivered in person (by hand or by messenger or courier service) 
or may be sent by regular, certified or registered mail or U.S. Postal 
Service Express Mail, with postage prepaid, or by facsimile transmission, and 
shall be deemed sufficiently given if served in a manner specified in this 
Paragraph 23. The addresses noted adjacent to a Party's signature on this 
Lease shall be that Party's address for delivery or mailing of notice 
purposes. Either Party may by written notice to the other specify a different 
address for notice purposes, except that upon Lessee's taking possession of 
the Premises, the Premises shall constitute Lessee's address for the purpose 
of mailing or delivering notices to Lessee. A copy of all notices required or 
permitted to be given to Lessor hereunder shall be concurrently transmitted 
to such party or parties at such addresses as Lessor may from time to time 
hereafter designate by written notice to Lessee.

     23.2 Any notice sent by registered or certified mail, return receipt
requested, shall be deemed given on the date of delivery shown on the receipt
card, or if no delivery date is shown, the postmark thereon. If sent by regular
mail the notice shall be deemed given forty-eight (48) hours after the same is
addressed as required herein and mailed with postage prepaid. Notices delivered
by United States Express Mail or overnight courier that guarantees next day
delivery shall be deemed given twenty-four (24) hours after delivery of the
same to the United States Postal Service or courier. If any notice is
transmitted by facsimile transmission or similar means, the same shall be deemed
served or delivered upon telephone confirmation of receipt of the transmission
thereof, provided a copy is also delivered via delivery or mail. If notice is
received on a 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. Regardless of Lessor's
knowledge of a Default or Breach at the time of accepting rent, the acceptance
of rent by Lessor shall not be a waiver of any preceding Default or Breach by
Lessee of any provision hereof, other than the failure of Lessee to pay the
particular rent so accepted. Any payment given Lessor 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.  RECORDING. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a short form memorandum of this
Lease for recording purposes. The Party requesting recordation shall be
responsible for payment of any fees or taxes applicable thereto.

<PAGE>

26.  NO RIGHT TO HOLDOVER. Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or earlier termination of
this Lease.

27.  CUMULATIVE REMEDIES. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.

28.  COVENANTS AND CONDITIONS. All provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions.

29.  BINDING EFFECT; CHOICE OF LAW. This Lease shall be binding upon the
parties, their personal representatives, successors and assigns and be governed
by the laws of the State in which the Premises are located. Any litigation
between the Parties hereto concerning this Lease shall be initiated in the
county in which the Premises are located.

30.  SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

     30.1 SUBORDINATION. This Lease and any Option granted hereby shall be 
subject and subordinate to any ground lease, mortgage, deed of trust, or 
other hypothecation or security device (collectively, "SECURITY DEVICE"), now 
or hereafter placed by Lessor upon the real property of which the Premises 
are a part, to any and all advances made on the security thereof, and to all 
renewals, modifications, consolidations, replacements and extensions thereof. 
Lessee agrees that the Lenders holding any such Security Device shall have no 
duty, liability or obligation to perform any of the obligations of Lessor 
under this Lease, but that in the event of Lessor's default with respect to 
any such obligation, Lessee will give any Lender whose name and address have 
been furnished Lessee in writing for such purpose notice of Lessor's default 
and allow such Lender thirty (30) days following receipt of such notice for 
the cure of said default before invoking any remedies Lessee may have by 
reason thereof. If any Lender shall elect to have this Lease and/or any 
Option granted hereby superior to the lien of its Security Device and shall 
give written notice thereof to Lessee, this Lease and such Options shall be 
deemed prior to such Security Device, notwithstanding the relative dates of 
the documentation or recordation thereof.

     30.2 ATTORNMENT. Subject to the non-disturbance provisions of Paragraph
30.3, Lessee agrees to attorn to a Lender or any other party who acquires
ownership of the Premises by reason of a foreclosure of a Security Device, and
that in the event of such foreclosure, such new owner shall not: (i) be liable
for any act or omission of any prior lessor or with respect to events occurring
prior to acquisition of ownership, (ii) be subject to any offsets or defenses
which Lessee might have against any prior lessor, or (iii) be bound by
prepayment of more than one (1) month's rent.

     30.3 NON-DISTURBANCE. With respect to Security Devices entered into by 
Lessor after the execution of this Lease, Lessee's subordination of this 
Lease shall be subject to receiving assurance (a "NON-DISTURBANCE AGREEMENT") 
from the Lender that Lessee's possession and this Lease, including any 
options to extend the term hereof, will not be disturbed so long as Lessee is 
not in Breach hereof and attorns to the record owner of the Premises.

     30.4 SELF-EXECUTING. The agreements contained in this Paragraph 30 shall be
effective without the execution of any further documents; provided, however,
that, upon written request from Lessor or a Lender in connection with a sale,
financing or refinancing of the Premises, Lessee and Lessor shall execute such
further writings as may be reasonably required to separately document any such
subordination or non-subordination, attornment and/or non-disturbance agreement
as is provided for herein.

31.  ATTORNEY'S FEES. If any Party or Broker brings an action or proceeding to
enforce the terms hereof or declare rights hereunder, the Prevailing Party (as
hereafter defined) or Broker in any such proceeding, action, or appeal thereon,
shall be entitled to reasonable attorney's 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 attorney's fee award shall not be computed in accordance
with any court fee schedule, but shall be such as to fully reimburse all
attorney's fees reasonably incurred. Lessor shall be entitled to attorney's
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.

32.  LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS. Lessor and Lessor's agents 
shall have the right to enter the Premises at any time, in the case of an 
emergency, and otherwise at reasonable times for the purpose of showing the 
same to prospective purchasers, lenders, or lessees, and making such 
alterations, repairs, improvements or additions to the Premises or to the 
building of which they are a part, as Lessor may reasonably deem necessary. 
Lessor may at any time place on or about the Premises or building any 
ordinary "For Sale" signs and Lessor may at any time during the last one 
hundred twenty (120) days of the term hereof place on or about the Premises 
any ordinary "For Lease" signs. All such activities of Lessor shall be 
without abatement of rent or liability to Lessee.

33.  AUCTIONS. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises without first having
obtained Lessor's prior written consent. Notwithstanding anything to the
contrary in this Lease, Lessor shall not be obligated to exercise any standard
of reasonableness in determining whether to grant such consent.

34.  SIGNS. Lessee shall not place any sign upon the Premises, except that
Lessee may, with Lessor's prior written consent, install (but not on the roof)
such signs as are reasonably required to advertise Lessee's own business. The
installation of any sign on the Premises by or for Lessee shall be subject to
the provisions of Paragraph 7 (Maintenance, Repairs, Utility Installations,
Trade Fixtures and Alterations). Unless otherwise expressly agreed herein,
Lessor reserves all rights to the use of the roof and the right to install, and
all revenues from the installation of, such advertising signs on the Premises,
including the roof, as do not unreasonably interfere with the conduct of
Lessee's business.

35.  TERMINATION; MERGER. Unless specifically stated otherwise in writing by 
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual 
termination or cancellation hereof, or a termination hereof by Lessor for 
Breach by Lessee, shall automatically terminate any sublease or lesser estate 
in the Premises; provided, however, Lessor shall, in the event of any such 
surrender, termination or cancellation, have the option to continue any one 
or all of any existing subtenancies. Lessor's failure within ten (10) days 
following any such event to make a written election to the contrary by 
written notice to the holder of any such lesser interest, shall constitute 
Lessor's election to have such event constitute the termination of such 
interest.

36.  CONSENTS.

          (a)  Except for Paragraph 33 hereof (Auctions) or as otherwise 
provided herein, wherever in this Lease the consent of a Party is required to 
an act by or for the other Party, such consent shall not be unreasonably 
withheld or delayed. Lessor's actual reasonable costs and expenses (including 
but not limited to architects', attorneys', engineers' or other consultants' 
fees) incurred in the consideration of, or response to, a request by Lessee 
for any Lessor consent pertaining to this Lease or the Premises, including 
but not limited to consents to an assignment, a subletting or the presence or 
use of a Hazardous Substance, practice or storage tank, shall be paid by 
Lessee to Lessor upon receipt of an invoice and supporting documentation 
therefor. Subject to Paragraph 12.2(e) (applicable to assignment or 
subletting), Lessor may, as a condition to considering any such request by 
Lessee, require that Lessee deposit with Lessor an amount of money (in 
addition to the Security Deposit held under Paragraph 5) reasonably 
calculated by Lessor to represent the cost Lessor will incur in considering 
and responding to Lessee's request. Except as otherwise provided, any unused 
portion of said deposit shall be refunded to Lessee without interest. 
Lessor's consent to any act, assignment of this Lease or subletting of the 
Premises by Lessee shall not constitute an acknowledgement that no Default or 
Breach by Lessee of this Lease exists, nor shall such consent be deemed a 
waiver of any then existing Default or Breach, except as may be otherwise 
specifically stated in writing by Lessor at the time of such consent.

          (b)  All conditions to Lessor's consent authorized by this Lease are
acknowledged by Lessee as being reasonable. The failure to specify herein any
particular condition to Lessor's consent shall not preclude the 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.

37.  GUARANTOR.

     37.1 If there are to be any Guarantors of this Lease per Paragraph 1.11,
the form of the guaranty to be executed by each such Guarantor shall be in the
form most recently published by the American Industrial Real Estate Association,
and each said Guarantor shall have the same obligations as Lessee under this
Lease, including but not limited to the obligation to provide the Tenancy
Statement and information called for by Paragraph 16.

     37.2 It shall constitute a Default of the Lessee under this Lease if any
such Guarantor fails or refuses, upon reasonable request by Lessor to give: (a)
evidence of the due execution of the guaranty called for by this Lease,
including the authority of the Guarantor (and of the party signing on
Guarantor's behalf) to obligate such Guarantor on said guaranty, and including
in the case of a corporate Guarantor, a certified copy of resolution of its
board of directors authorizing the making of such guaranty, together with a
certificate of incumbency showing the signature of the persons authorized to
sign on its behalf, (b) current financial statements of Guarantor as may from
time to time be requested by Lessor, (c) a Tenancy Statement, or (d) written
confirmation that the guaranty is still in effect.

38.  QUIET POSSESSION. Upon payment by Lessee of the rent for the Premises and
the observance 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 of the Premises for the entire term hereof
subject to all of the provisions of this Lease.

39.  OPTIONS.

     39.1 DEFINITION. As used in this Paragraph 39 the word "Option" has the 
following meaning: (a) the right to extend this term of this Lease or to 
renew this Lease or to extend or renew any lease that Lessee has on other 
property of Lessor, (b) the right of that refusal to lease the Premises or 
the right of first offer to lease the Premises or the right of first refusal 
to lease other property of Lessor or the right of first offer to lease other 
property of Lessor; (c) the right to purchase the Premises, or the right of 
first refusal to purchase the Premises, or the right of first offer to 
purchase the Premises, or the right to purchase other property of Lessor, or 
the right of first refusal to purchase other property of Lessor, or the right 
of first offer to purchase other property of Lessor.

     39.2 OPTIONS PERSONAL TO ORIGINAL LESSEE. Each Option granted to Lessee 
in this Lease is personal to the original Lessee named in Paragraph 1.1, 
hereof, and cannot be voluntarily or involuntarily assigned or exercised by 
any person or entity other than said original Lessee while the original Lease

<PAGE>

is in full and actual possession of the Premises and without the intention of 
thereafter assigning or subletting.  The Options, if any, herein granted to 
Lessee are not assignable, either as a part of an assignment of this Lease or 
separately or apart therefrom, and no Option may be separated from this Lease 
in any manner, by reservation or otherwise.

     39.3 MULTIPLE OPTIONS. In the event that Lessee has any Multiple Options to
extend or renew this Lease, a later Option cannot be exercised unless the prior
Options to extend or renew this Lease have been validly exercised.

     39.4 EFFECT OF DEFAULT ON OPTIONS.

          (a)  Lessee shall have no right to exercise an Option, notwithstanding
any provision in the grant of Option to the contrary; (i) during the period
commencing with the giving of any notice of Default under Paragraph 13.1 and
continuing until the noticed Default is cured, or (ii) during the period of time
any monetary obligation due Lessor from Lessee is unpaid (without regard to
whether notice thereof is given Lessee), or (iii) during the time Lessee is in
Breach of this Lease, or (iv) in the event that Lessor has given to Lessee three
(3) or more notices of Default under Paragraph 13.1, whether or not the Defaults
are cured, during the twelve (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)  All rights of Lessee under the provisions of an Option shall
terminate and be of no further force or effect, notwithstanding Lessee's due and
timely exercise of the Option, if, after such exercise and during the term of
this Lease, (i) Lessee fails to pay to Lessor a monetary obligation of Lessee
for a period of thirty (30) days after such obligation becomes due (without any
necessity of Lessor to give notice thereof to Lessee), or (ii) Lessor gives to
Lessee three (3) or more notices of Default under Paragraph 13.1 during any
twelve (12) month period, whether or not the Defaults are cured, or (iii) if
Lessee commits a Breach of this Lease.

40.  MULTIPLE BUILDINGS. If the Premises are part of a group of buildings
controlled by Lessor, Lessee agrees that it will abide by, keep and observe all
reasonable rules and regulations which Lessor may make from time to time for the
management, safety, care, and cleanliness of the grounds, the parking and
unloading of vehicles and the preservation of good order, as well as for the
convenience of other occupants or tenants of such other buildings and their
invitees, and that Lessee will pay its fair share of common expenses incurred in
connection therewith.

41.  SECURITY MEASURES. Lessee hereby acknowledges that the rental payable to
Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same.
Lessee assumes all responsibility for the protection of the Premises, Lessee,
its agents and invitees and their property from the acts of third parties.

42.  RESERVATIONS. Lessor reserves to itself the right, from time to time, to
grant, without the consent or joinder of Lessee, such easements, rights and
dedications that Lessor deems necessary, and to cause the recordation of parcel
maps and restrictions, so long as such easements, rights, dedications, maps and
restrictions do not unreasonably interfere with the use of the Premises by
Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to
effectuate any such easement rights, dedication, map or restrictions.

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

44.  AUTHORITY. If either Party hereto is a corporation, trust, or general or
limited partnership, each individual executing this Lease on behalf of such
entity represents and warrants that he or she is duly authorized to execute and
deliver this Lease on its behalf. If Lessee is a corporation, trust or
partnership, Lessee shall, within thirty (30) days after request by Lessor,
deliver to Lessor evidence satisfactory to Lessor of such authority.

45.  CONFLICT. Any conflict between the printed provisions of this Lease and the
typewritten or handwritten provisions shall be controlled by the typewritten or
handwritten provisions.

46.  OFFER. Preparation of this Lease by Lessor or Lessor's agent and submission
of same to Lessee shall not be deemed an offer to lease to Lessee. This Lease is
not intended to be binding until executed by all Parties hereto.

47.  AMENDMENTS. This Lease may be modified only in writing, signed by the
parties in interest at the time of the modification. The parties shall amend
this Lease from time to time to reflect any adjustments that are made to the
Base Rent or other rent payable under this Lease. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by an institutional, insurance company, or pension plan Lender in
connection with the obtaining of normal financing or refinancing of the property
of which the Premises are a part.

48.  MULTIPLE PARTIES. Except as otherwise expressly provided herein, if more
than one person or entity is named herein as either Lessor or Lessee, the
obligations of such Multiple Parties shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee.



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

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

The parties hereto have executed this Lease at the place on the dates specified
above to their respective signatures.

Executed at  Pasadena, CA               Executed at  Hollywood, CA
            ------------------------                ----------------------------
on  7-3, 1993                           on  6-30, 1993
   ---------------------------------       -------------------------------------

by LESSOR:                              by LESSEE:

   THE DOROTHY M. KRUEGER                  WOODHOLLY PRODUCTIONS, 
------------------------------------    ----------------------------------------
   LIVING TRUST ET. AL.                    A California General Partnership
------------------------------------    ----------------------------------------

By  Dorothy M. Krueger                  By /s/ Yvonne Parker/Roger Parker
   ---------------------------------      --------------------------------------
Name Printed: Dorothy M. Krueger        Name Printed: Yvonne Parker/Roger Parker
              ----------------------                  --------------------------
Title:  Trustee                         Title:  Partner / Partner
       -----------------------------           ---------------------------------

By                                      By /s/ Kimberly Watt/Jasper Watt
   ---------------------------------      --------------------------------------
Name Printed:                           Name Printed: Kimberly Watt/Jasper Watt 
              ----------------------                  --------------------------
Title:                                  Title:  Partner / Partner
       -----------------------------           ---------------------------------
Address: 3455 Wrightview Dr.            Address: 712 N. Seward St.
        ----------------------------            --------------------------------
         Studio City, Ca 91604                   Hollywood, CA
------------------------------------    ----------------------------------------
Tel. No. (818) 793-3208                 Tel. No. (213) 462-9330
        ----------------------------             -------------------------------
Fax No.  (818) 793-0362                 Fax No.  (   )
        ----------------------------             -------------------------------

GROSS                                PAGE 10

NOTICE: These forms are often modified to meet changing requirements of law and
industry needs.

<PAGE>

                                    ADDENDUM

ADDENDUM TO THE LEASE DATED MAY 25, 1993 BY AND BETWEEN THE DOROTHY M. KRUEGER
LIVING TRUST, ET. AL. AS LESSOR AND YVONNE PARKER, ROGER PARKER, JASPER WATT AND
KIMBERLY WATT, DBA WOODHOLLY PRODUCTIONS AS LESSEE FOR THE PREMISES KNOWN AS
6900 BECK AVENUE, NORTH HOLLYWOOD, CALIFORNIA.

49.  LEASEHOLD IMPROVEMENTS:  Premises shall be delivered to Lessee upon lease
     commencement in an "as is" condition, except that prior to lease
     commencement Lessor, at Lessor's sole cost and expense, shall perform the
     following:

     a.   Broom clean entire premises.

50.  PHYSICAL INSPECTION:  Delphi Business Properties is not aware of any
     physical defects or deficiencies in the premises which have not already
     been disclosed to Lessee.  Lessee should conduct an independent physical
     inspection of the premises at Lessee's sole cost and expense prior to lease
     execution.  If Lessee shall fall to conduct such an inspection, then Lessee
     shall hold Broker harmless for any defects, deficiencies, damage or costs
     to repair such items which may result from Lessee's failure to conduct said
     physical inspection.  Lessee shall indemnify Broker from any liability in
     connection with Lessee's failure to physically inspect the premises and
     shall pay Broker's attorney fees from any resultant court action.  Lessee's
     initials below shall witness Lessee's acknowledgement of this provision.

                                                 Lessee's Initials: [ILLEGIBLE]
                                                                    -----------

51.  AGENCY DISCLOSURE:  Delphi Business Properties hereby discloses to Lessor
     and Lessee the following potential relationships may be established by the
     agency provisions of Paragraph 1.10 above:

     1.   AGENT REPRESENTING BOTH LESSOR AND LESSEE:  A real estate broker,
          either acting directly or through one or more associate licensees, can
          legally be the agent of both the Lessor and the Lessee.  In a dual
          agency situation, the agent has the following affirmative obligations
          to both the Lessor and Lessee; a fiduciary duty of utmost care,
          integrity, honesty and loyalty in the dealings with either the Lessor
          and the Lessee; other duties to the Lessor and the Lessee as stated
          above in their respective sections.

          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 a price less than the listing price
          or that the Lessee will pay a price greater than the price offered.
          In addition, Lessee and Lessor agree to identify to Delphi Business
          Properties as "confidential" any communications or information given
          broker that is considered by such party to be confidential.

          The above duties of the broker in a real estate transaction do not
          relieve a Lessor or Lessee from the responsibility to protect its own
          interests. Lessee and Lessor should carefully read all agreements to
          assure that they adequately express this understanding of the
          transaction.  A real estate broker is qualified to advise about real
          estate.  If legal or tax advice is desired, consult a competent
          professional.

52.  MAJOR REPLACEMENT - USEFUL LIFE:  Notwithstanding any contrary provision of
     this Lease, if at any time during the term hereof or any extension thereof
     any component of the air conditioning equipment located in the Premises,
     which is the obligation of Lessee to maintain, requires replacement in the
     reasonable opinion of a contractor reasonably acceptable to Lessee and
     Lessor, the cost of which component shall be $1,000.00 or more ("Major
     Component"), Lessee and Lessor shall share the cost of such replacement as
     hereinafter set forth, if the benefit or useful life of the Major Component
     extends beyond the term of this Lease (as such term may be extended by
     exercise of any options by Lessee), the useful life of the Major Component
     shall be prorated over the remaining portion of the term of this

<PAGE>

     Lease (as extended), and Lessee shall be liable only for the portion of the
     cost which is applicable to the term of this Lease (as extended).  For the
     purpose of this provision, the useful life of any such Major Component
     shall be determined in accordance with generally accepted accounting
     principles and the opinion of the manufacturer or installer of such
     component.

53.  MOVING ALLOWANCE:  Upon complete execution of Lease by all parties, and the
     payment to Lessor of the sum of $16,426.00 in the form of cashiers check
     (representing base monthly rental for December 1993 and Security Deposit),
     Lessor shall pay to Lessee the sum of $25,000.00 to be utilized by Lessee
     for its relocation to the premises.

54.  RENTAL ADJUSTMENTS:  The base monthly rental shown in Paragraph 1.5 herein,
     shall be increased as follows:

               On December 1, 1995 to $8,438.00
               On December 1, 1996 to $8,838.00
               On December 1, 1997 to $9,338.00

55.  TENANT IMPROVEMENTS:  Lessee shall have permission to install air-
     conditioning or evaporative coolers in the warehouse area at its sole cost
     and expense, provided that Lessor receive prior written notice and the work
     is performed in a good and workmanlike manner, subject to all applicable
     governmental codes.

56.  RIGHT OF FIRST OFFER TO PURCHASE:  At any time that Lessor desires to sell
     the Premises, he shall first offer to Lessee the terms and conditions
     acceptable for said sale.  Lessor and Lessee shall negotiate in good faith
     for a period of sixty (60) days to reach an acceptable agreement.  If the
     parties are unable to reach an acceptable agreement within the time
     specified, Lessor shall be free to negotiate with any other party.

57.  OPTION TO EXTEND:  See Addendum attached hereto and made a part hereof by
     reference.

58.  AMERICANS WITH DISABILITIES ACT OF 1990:  Lessor shall be responsible for
     any upgrades to the Premises required under this Act unless they are
     "triggered" by a change in Lessee's use or as a result of Lessee's actions.

59.  REAL PROPERTY TAX INCREASE:  Notwithstanding anything contained herein to
     the contrary, Lessee shall not be responsible for the payment of an
     increase in Real Property Taxes resulting from a re-assessment of the
     Premises due to a sale or transfer of the property to a third party other
     than Lessee.


LESSOR:  THE DOROTHY M KRUEGER          LESSEE:  YVONNE PARKER,
         LIVING TRUST, ET. AL.                   ROGER PARKER, KIMBERLY WATT
                                                 AND JASPER WATT

By:  /s/ Dorothy M. Krueger             By:  /s/ Roger Parker
     ---------------------------             -----------------------------------
                                                 Roger Parker

Date:  July 3, 1993                     By:  /s/ Yvonne Parker
     ---------------------------             -----------------------------------
                                                 Yvonne Parker

                                        By:  /s/ Kimberly Watt
                                             -----------------------------------
                                                 Kimberly Watt

                                        By:  /s/ Jasper Watt
                                             -----------------------------------
                                                 Jasper Watt

                                        Date:  6-30-93
                                             -----------------------------------

<PAGE>

                                        [LOGO]

                                 OPTION(S) TO EXTEND

                                     ADDENDUM TO
                                    STANDARD LEASE

          Dated     May 25, 1993
                -----------------------------------------------------------

          By and Between (Lessor)  THE DOROTHY M. KRUEGER LIVING TRUST, ET. AL.
                                   ----------------------------------------
 
                         (Lessee)  YVONNE PARKER, KIMBERLY WATT, ROGER PARKER
                                   ----------------------------------------
                                   AND JASPER WATT, dba WOODHOLLY PRODUCTIONS

          Property Address:   6900 Beck Avenue, North Hollywood
                           ------------------------------------------------

Paragraph 57

A.        OPTION(S) TO EXTEND:

          Lessor hereby grants to Lessee the option to extend the term of this
Lease for 1 additional 60 month period(s) commencing when the prior term 
expires upon each and all of the following terms and conditions:

     (i)  Lessee gives to Lessor, and Lessor actually receives on a date which
is prior to the date that the option period would commence (if exercised) by at
least 6 and not more than 9 months, a written notice of the exercise of the
option(s) to extend this Lease for said additional term(s), time being of
essence.  If said notification of the exercise of said option(s) is (are) not so
given and received, the option(s) shall automatically expire; said option(s) may
(if more than one) only be exercised consecutively;

    (ii)  The provisions of paragraph 39, including the provision relating to
default of Lessee set forth in paragraph 39.4 of this Lease are conditions of
this Option;

   (iii)  All of the terms and conditions of this Lease except where 
specifically modified by this option shall apply;

    (iv)  The monthly rent for each month of the option period shall be
calculated as follows, using the method(s) indicated below:

(Check Method(s) to be Used and Fill in Appropriately)

/x/       I.   COST OF LIVING ADJUSTMENT(S) (COL)

          (a)  On (Fill in COL Adjustment Date(s)): December 1, 1999, 
December 1, 2000, December 1, 2001 and December 1, 2002, the monthly rent 
payable under paragraph 1.5 ("Base Rent") of the attached Lease shall be 
adjusted by the change, if any, from the Base Month specified below, in the 
Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department 
of Labor for (select one): / / CPI W (Urban Wage Earners and Clerical 
Workers) or /x/ CPI U (All Urban Consumers), for (Fill in Urban Area): Los 
Angeles-Anaheim-Riverside, All Items (1982-1984 = 100), herein referred to as 
"C.P.I."  Each Increase shall be no less than 3% nor greater than

          (b)  The monthly rent payable in accordance with paragraph A(1)(a) of
this Addendum shall be calculated as follows:  the Base Rent set forth in
paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the
numerator of which shall be the C.P.I. of the calendar month 2 (two) months
prior to the month(s) specified in paragraph Ai(a) above during which the
adjustment is to take effect, and the denominator of which shall be the C.P.I. 
of the calendar month which is two (2) months prior to (select one): / / the 
first month of the term of this Lease as set forth in paragraph 1.3 ("Base
Month") or /x/ (Fill in Other "Base Month"): August 1998.  The sum so calculated
shall constitute the new monthly rent hereunder, but in no event, shall any such
new monthly rent be less than the rent payable for the month immediately
preceding the date for rent adjustment.

          (c)  In the event the compilation and/or publication of the C.P.I. 
shall be transferred to any other governmental department or bureau or agency 
or shall be discontinued, then the index most nearly the same as the C.P.I. 
shall be used to make such calculation.  In the event that Lessor and Lessee 
cannot agree on such alternative index, then the matter shall be submitted for 
decision to the American Arbitration Association in accordance with the then 
rules of said association and the decision of the arbitrators shall be binding 
upon the parties.  The cost of said Arbitrators shall be paid equally by Lessor
and Lessee.

/x/       II.  MARKET RENTAL VALUE ADJUSTMENT(S) (MRV)

          (a)  On (Fill in MRV Adjustment Date(s): December 1, 1998 the monthly
rent payable under paragraph 1.5 ("Base Rent") of the attached Lease shall be
adjusted to the "Market Rental Value" of the property as follows:

               1)   Four months prior to the Market Rental Value (MRV)
Adjustment Date(s) described above, Lessor and Lessee shall meet to establish
an agreed upon new MRV for the specified term.  If agreement cannot be 
reached, then;

Initials: /s/ DMK                                     Initials: /s/ YP  /s/ RP
         ---------                                             ---------
                                                                /s/ KW  /s/ JW
         ---------                                             ---------

                                 OPTION(S) TO EXTEND
                                     Page 1 of 2

<PAGE>

               i)   Lessor and Lessee shall immediately appoint a mutually
acceptable appraiser or broker to establish the new MRV within the next 30 days.
Any associated costs will be split equally between the parties, or
              ii)   Both Lessor and Lessee shall each immediately select and pay
the appraiser or broker of their choice to establish a MRV within the next 30
days.  If, for any reason, either one of the appraisals is not completed within
the next 30 days, as stipulated, then the appraisal that is completed at that
time shall automatically become the new MRV.  If both appraisals are completed
and the two appraisers/brokers cannot agree on a reasonable average MRV then
they shall immediately select a third mutually acceptable appraiser/broker to
establish a third MRV within the next 30 days.  The average of the two
appraisals closest in value shall then become the new MRV.  The costs of the
third appraisal will be split equally between the parties.

               2)   In any event, the new MRV shall not be less than the rent
payable for the month immediately preceding the date for rent adjustment.

          (b)  Upon the establishment of each New Market Rental Value as 
described in paragraph Aii:

               1)   the monthly rental sum so calculated for each term as
specified in paragraph Aii(a) will become the new "Base Rent" for the purpose of
calculating any further Cost of Living Adjustments as specified in paragraph
Ai(a) above and
               2)   the first month of each Market Rental Value term as 
specified in paragraph Aii(a) shall become the new "Base Month" for the purpose
of calculating any further Cost of Living Adjustments as specified in paragraph
Ai(b).

/ /    III.   FIXED RENTAL ADJUSTMENT(S) (FRA)

The monthly rent payable under paragraph 1.5 ("Base Rent") of the attached Lease
shall be increased to the following amounts on the dates set forth below:

     On (Fill in FRA Adjustment Date(s)):       The New Base Rental shall be:

                    N/A                         $
     ------------------------------------        ----------------------------
                                                $
     ------------------------------------        ----------------------------
                                                $
     ------------------------------------        ----------------------------
                                                $
     ------------------------------------        ----------------------------

B.   NOTICE:  Unless specified otherwise herein, notice of any escalations
other than Fixed Rental Adjustments shall be made as specified in paragraph 23
of the attached Lease.


Initials: /s/ DMK                                     Initials: /s/ YP  /s/ RP
         ---------                                             ---------
                                                                /s/ KW  /s/ JW
         ---------                                             ---------

                                 OPTION(S) TO EXTEND
                                     Page 2 of 2

<PAGE>

                i)  Lessor and Lessee shall immediately appoint a mutually
acceptable appraiser or broker to establish the new MRV within the next 30 days.
Any associated costs will be split equally between the parties, or
               ii)  Both Lessor and Lessee shall each immediately select and pay
the appraiser or broker of their choice to establish a MRV within the next 30
days.  If, for any reason, either one of the appraisals is not completed within
the next 30 days, as stipulated, then the appraisal that is completed at that
time shall automatically become the new MRV.  If both appraisals are completed
and the two appraisers/brokers cannot agree on a reasonable average MRV then
they shall immediately select a third mutually acceptable appraiser/broker to
establish a third MRV within the next 30 days.  The average of the two
appraisals closest in value shall then become the new MRV.  The costs of the
third appraisal will be split equally between the parties.

               2)   In any event, the new MRV shall not be less than the rent
payable for the month immediately preceding the date for rent adjustment.

          (b)  Upon the establishment of each New Market Rental Value as
described in paragraph Aii;

               1)   the monthly rental sum so calculated for each term as 
specified in paragraph Aii(a) will become the new "Base Rent" for the purpose of
calculating any further Cost of Living Adjustments as specified in paragraph
Ai(a) above and
               2)   the first month of each Market Rental Value term as 
specified in paragraph Aii(a) shall become the new "Base Month" for the purpose
of calculating any further Cost of Living Adjustments as specified in paragraph
Ai(b).

/ /     III.   FIXED RENTAL ADJUSTMENT(S) (FRA)

The monthly rent payable under paragraph 1.5 ("Base Rent") of the attached Lease
shall be increased to the following amounts on the dates set forth below:

         On (Fill in FRA Adjustment Date(s)):     The New Base Rental shall be:

                        N/A                       $
         ------------------------------------      ----------------------------
                                                  $
         ------------------------------------      ----------------------------
                                                  $
         ------------------------------------      ----------------------------
                                                  $
         ------------------------------------      ----------------------------

B.   NOTICE:  Unless specified otherwise herein, notice of any escalations 
other than Fixed Rental Adjustments shall be made as specified in paragraph 23
of the attached Lease.


Initials: /s/ DMK                                     Initials: /s/ YP  /s/ RP
         ---------                                             ---------
                                                                /s/ KW  /s/ JW
         ---------                                             ---------


                                 OPTION(S) TO EXTEND
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NOTICE:  These forms are often modified to meet changing requirements of law
         and industry needs.  Always write or call to make sure you are
         utilizing the most current form:  American Industrial Real Estate
         Association, 345 South Figueroa Street, Suite M-1, Los Angeles, CA
         90071, (213) 887-8777, Fax No. (213) 687-8616.