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               [Logo] AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

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

1.   BASIC PROVISIONS ("BASIC PROVISIONS")
     1.1  PARTIES: This Lease ("Lease"), dated for reference purposes only, Jan.
24, 97, is made by and between Rodger D. Parker and Jasper A. Watt, Jr.
("Lessor") and VDI Media ("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 as 712 N. Seward Street, Los Angeles, CA 90038, located in the County of
Los Angeles, State of California, and generally described as (describe briefly
the nature of the property and, if applicable, the "PROJECT", if the property is
located within a Project)  n/a
("PREMISES"). (See also Paragraph 2)
     1.3  TERM: Five (5) years and 0 months ("ORIGINAL TERM") commencing Jan. 1,
1997. ("COMMENCEMENT DATE") and ending Dec. 31, 2001 ("EXPIRATION DATE"). 
(See also Paragraph 3)
     1.4  ("EARLY POSSESSION DATE"). (See also Paragraphs 3.2 and 3.3) Paid in
two separate payments, equally divided between Lessors.
     1.5  BASE RENT: $.75 Per Square Foot* per month ("BASE RENT"), payable on
the First day of each month commencing Jan. 1, 1997 (See also Paragraph 4)
/ / 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: $.75 (seventy five cents) Per sq. Foot
x Approx. 13,387 SF=$10,040.00 as Base Rent for the period __________________.
     1.7  SECURITY DEPOSIT: $ ?________________________________________________
("SECURITY DEPOSIT"). (See also Paragraph 5)
     1.8  AGREED USE: Post Production Services for Film & Videotape. (See also
Paragraph 6)
     1.9  INSURING PARTY. Lessor is the "INSURING PARTY" unless otherwise stated
herein. (See also Paragraph 8)
     1.10 REAL ESTATE BROKERS: (See also Paragraph 15)
          (a) REPRESENTATION: The following real estate brokers (collectively,
the "BROKERS") and brokerage relationships exist in this transaction (check
applicable boxes):
/ /        None        represents Lessor exclusively ("LESSOR'S BROKER");
/ /        None        represents Lessee exclusively ("LESSEE'S BROKER"); or
/ /        None        represents both Lessor and Lessee ("DUAL AGENCY").
          (b) PAYMENT TO BROKERS: Upon execution and delivery of this Lease by
both Parties, Lessor shall pay to the Broker the fee agreed to in their separate
written agreement (or if there is no such agreement, the sum of n/a% of the
total Base Rent for the brokerage services rendered by said Broker).
     1.11 GUARANTOR. The obligations of the Lessee under this Lease are to be
guaranteed by           None      ("GUARANTOR"). (See also Paragraph 37)
     1.12 ADDENDA AND EXHIBITS. Attached hereto is an Addendum or Addenda
consisting of Paragraphs 50 through 51 and Exhibits [ILLEGIBLE], 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 size set forth in this Lease, or that may 
have been used in calculating rental, is an approximation which the Parties 
agree is reasonable and the rental based thereon is not subject to revision
whether or not the actual size is more or less.
     2.2  CONDITION. Lessor shall deliver the Premises to Lessee broom clean
and free of debris on the Commencement Date or the Early Possession Date,
whichever first occurs ("START DATE"), and so long as the required service
contracts described in Paragraph 7.1(b) below are obtained by Lessee within
thirty (30) days following the Start Date, warrants that the existing
electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air
conditioning systems ("HVAC"), loading doors, if any, and all other such 
elements in the Premises, other that those constructed by Lessee, shall be 
in good operating condition on said date and that the structural elements of 
the roof, bearing walls and foundation of any buildings on the Premises (the 
"BUILDING") shall be free of material defects. If a non-compliance with said 
warranty exists as of the Start Date, Lessor shall, as Lessor's sole 
obligation with respect to such matter, 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.
     2.3  COMPLIANCE. Lessor warrants that the improvements on the Premises
comply with all applicable laws, covenants or restrictions of record, building
codes, regulations and ordinances ("APPLICABLE REQUIREMENTS") in effect on the
Start Date. If the Premises do not comply with said warranty, Lessor shall,
except as otherwise provided, promptly after receipt of written notice from
Lessee setting forth with specificity the nature and extent of such non-
compliance, rectify the same at Lessor's expense. Requirements are hereafter
changed (as opposed to being in existence at the Start Date, which is addressed
in Paragraph 6.2(e) below) so as to require during the term of this Lease the
construction of an addition to or an alteration of the Building, the
remediation of any Hazardous Substance, or the reinforcement or other physical
modification of the Building ("CAPITAL EXPENDITURE"), Lessor and Lessee shall
allocate the cost of such work as follows:

*    Square footage to be measured by parties and mutually agreed to by 
     attaching and initialling the square footage determined and applicable 
     rent on a separate sheet. Determination to be made within 30 days.
                                                      
                                                      Initials___________
-C-1996-AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION     FORM 204N-R-6/96
                                     PAGE 1
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          (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures
are required as a result of the specific and unique use of the Premises by
Lessee as compared with uses by tenants in general, Lessee shall be fully
responsible for the cost thereof, provided, however that if such Capital
Expenditure is required during the last two (2) years of this Lease and the cost
thereof exceeds six (6) months' Base Rent, Lessee may instead terminate this
Lease unless Lessor notifies Lessee, in writing, within ten (10) days after
receipt of Lessee's termination notice that Lessor has elected to pay the
difference between the actual cost thereof and the amount equal to six (6)
months' Base Rent. If Lessee elects termination, Lessee shall immediately cease
the use of the Premises which requires such Capital Expenditure and deliver to
Lessor written notice specifying a termination date at least ninety (90)
days thereafter. Such termination date shall, however, in no event be earlier
than the last day that Lessee could legally utilize the Premises without
commencing such Capital Expenditure.

          (b) If such Capital Expenditure is not the result of the specific and
unique use of the Premises by Lessee (such as, governmentally mandated seismic
modifications), then Lessor and Lessee shall allocate the obligation to pay for
such costs pursuant to the provisions of Paragraph 7.1(c); provided, however,
that if such Capital Expenditure is required during the last two years of this
Lease or if Lessor reasonably determines that it is not economically feasible to
pay its share thereof, Lessor shall have the option to terminate this Lease upon
ninety (90) days prior written notice to Lessee unless Lessee notifies Lessor,
in writing, within ten (10) days after receipt of Lessor's termination notice
that Lessee will pay for such Capital Expenditure. If Lessor does not elect to
terminate, and fails to tender its share of any such Capital Expenditure, Lessee
may advance such funds and deduct same, with Interest, from Rent until Lessor's
share of such costs have been fully paid. If Lessee is unable to finance
Lessor's share, or if the balance of the Rent due and payable for the remainder
of this Lease is not sufficient to fully reimburse Lessee on an offset basis,
Lessee shall have the right to terminate this Lease upon thirty (30) days
written notice to Lessor.

          (c) Notwithstanding the above, the provisions concerning Capital
Expenditures are intended to apply only to non-voluntary, unexpected, and new
Applicable Requirements. If the Capital Expenditures are instead triggered by
Lessee as a result of an actual or proposed change in use, or modification to
the Premises then, and in that event, Lessee shall be fully responsible for the
cost thereof, and Lessee shall not have any right to terminate this Lease.

3. TERM.
     3.1 TERM. The Commencement Date, Expiration Date and Original Term of this
Lease are as specified in Paragraph 1.3.
     3.3 DELAY IN POSSESSION. Lessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises to Lessee by the
Commencement Date. If, despite said efforts, Lessor is unable to deliver
possession as agreed, Lessor shall not be subject to any liability therefor, 
nor shall such failure affect the validity of this Lease. Lessee shall not, 
however, be obligated to pay Rent or perform its other obligations until it 
receives possession of the Premises. If possession is not delivered within 
sixty (60) days after the Commencement Date, Lessee may, at its option, by 
notice in writing within ten (10) days after the end of such sixty (60) day
period, cancel this Lease, in which event the Parties shall be discharged from 
all obligations hereunder. If such written notice is not received by Lessor 
within said ten (10) day period, Lessee's right to cancel shall terminate. 
Except as otherwise provided, if possession is not tendered to Lessee when 
required and Lessee does not terminate this Lease, as aforesaid, any period 
of rent abatement that Lessee would otherwise have enjoyed shall run from the 
date of delivery of possession and continue for a period equal to what Lessee 
would otherwise have enjoyed under the terms hereof, but minus any days of 
delay caused by the acts or omissions of Lessee. If possession of the Premises 
is not delivered within four (4) months after the Commencement Date, this Lease
shall terminate unless other agreements are reached between Lessor and Lessee, 
in writing.

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

4.   RENT.
     4.1 RENT DEFINED. All monetary obligations of Lessee to Lessor under the
terms of this Lease (except for the Security Deposit) are deemed to be rent
("RENT").
     4.2 PAYMENT. Lessee shall cause payment of Rent 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. Rent 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 said month. Payment of Rent shall be
made to Lessor at its address stated herein or to such other persons or place as
Lessor may from time to time designate in writing. Acceptance of a payment which
is less than the amount then due shall not be a waiver of Lessor's rights to the
balance of such Rent, regardless of Lessor's endorsement of any check so
stating.

6.   USE.
     6.1 USE. Lessee shall use and occupy the Premises only for the Agreed Use,
or any other legal use which is reasonably comparable thereto, and for no other 
purpose. Lessee shall not use or permit the use of the Premises in a manner 
that is unlawful creates damage, waste or a nuisance, or that disturbs owners
and/or occupants of, or causes damage to neighboring properties. Lessor shall
not unreasonably withhold


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or delay its consent to any written request for a modification of the Agreed
Use, so long as the same will not impair the structural integrity of the
Improvements on the Premises or the mechanical or electrical systems therein, is
not significantly more burdensome to the Premises. If Lessor elects to withhold
consent, Lessor shall within five (5) business days after such request give
written notification of same, which notice shall include an explanation of
Lessor's 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, or waste whose
presence, use, manufacture, disposal, transportation, or release, either by
itself or in combination with other materials expected to be on the Premises, is
either: (i) potentially injurious to the public health, safety or welfare, the
environment or the Premises, (ii) regulated or monitored by any governmental
authority, or (iii) a basis for potential liability of Lessor to any
governmental agency or third party under any applicable statute or common law
theory. Hazardous Substances shall include, but not be limited to, hydrocarbons,
petroleum, gasoline, and/or crude oil or any products, by-products or fractions
thereof. Lessee shall not engage in any activity in or on the Premises which
constitutes a Reportable Use of Hazardous Substances without the express prior
written consent of Lessor and timely compliance (at Lessee's expense) with all
Applicable Requirements. "REPORTABLE USE" shall mean (i) the installation or use
of any above or below ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires
a permit from, or with respect to which a report, notice, registration or
business plan is required to be filed with, any governmental authority, and/or
(iii) the presence at the Premises of a Hazardous Substance with respect to
which any Applicable Requirements requires that a notice be given to persons
entering or occupying the Premises or neighboring properties. Notwithstanding
the foregoing, Lessee may use any ordinary and customary materials reasonably
required to be used in the normal course of the Agreed Use, so long as such use
is in compliance with all Applicable Requirements, is not a Reportable Use, and
does not expose the Premises or neighboring property to any meaningful risk of
contamination or damage or expose Lessor to any liability therefor. In addition,
Lessor may condition its consent to any Reportable Use upon receiving such
additional assurances as Lessor reasonably deems necessary to protect itself,
the public, the Premises and/or the environment against damage, contamination,
injury and/or liability, including, but not limited to, the installation (and
removal on or before Lease expiration or termination) of protective
modifications (such as concrete encasements) and/or increasing the Security
Deposit.

         (b)  DUTY TO INFORM LESSOR. If Lessee knows, or has reasonable cause
to believe, that a Hazardous Substance has come to be located in, on, under or
about the Premises, other than as previously consented to by Lessor, Lessee
shall immediately give written notice of such fact to Lessor, and provide Lessor
with a copy of any report, notice, claim or other documentation which it has
concerning the presence of such Hazardous Substance.

         (c)  LESSEE REMEDIATION. Lessee shall not cause or permit any
Hazardous Substance to be 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 or neighboring properties, that was caused or
materially contributed to by Lessee, or pertaining to or involving any Hazardous
Substance brought onto the Premises during the term of this Lease, by or for
Lessee, or any third party of Lessee.

         (d)  LESSEE INDEMNIFICATION. Lessee shall indemnify, defend and hold
Lessor, its agents, employees, lenders and ground lessor, if any, harmless from
and against any and all loss of rents and/or damages, liabilities, judgements,
claims, expenses, penalties, and attorneys' and consultants' fees arising out of
or involving any Hazardous Substance brought onto the Premises by or for Lessee,
or any third party of Lessee (provided, however, that Lessee shall have no
liability under this Lease with respect to underground migration of any
Hazardous Substance under the Premises from adjacent properties). Lessee's
obligations shall include, but not be limited to, the effects of any
contamination or injury to person, property or the environment created or
suffered by Lessee, and the cost of investigation, removal, remediation,
restoration and/or abatement, and shall survive the expiration or termination of
this Lease. NO TERMINATION, CANCELLATION, OR RELEASE AGREEMENT ENTERED INTO BY
LESSOR AND LESSEE SHALL RELEASE LESSEE FROM ITS OBLIGATIONS UNDER THIS LEASE
WITH RESPECT TO HAZARDOUS SUBSTANCES, UNLESS SPECIFICALLY SO AGREED BY LESSOR IN
WRITING AT THE TIME OF SUCH AGREEMENT.

         (e)  LESSOR INDEMNIFICATION. Lessor and its successors and assigns
shall indemnify, defend, reimburse and hold Lessee, its employees and lenders,
harmless from and against any and all environmental damages which existed as a
result of Hazardous Substances on the Premises prior to the Start Date or which
are caused by the gross negligence, or intentional acts of Lessor, its agents or
employees. Lessor's obligations, as and when required by the Applicable
Requirements, shall include, but not be limited to, the cost of investigation,
removal, remediation, restoration and/or abatement, and shall survive the
expiration or termination of this Lease.

         (f)  INVESTIGATIONS AND REMEDIATIONS. Lessor shall retain the
responsibility and pay for any investigations or remediation measures required
by governmental entities having jurisdiction with respect to the existence of
Hazardous Substances on the Premises prior to the Start Date. Lessee shall
cooperate fully in any such activities at the request of Lessor, including
allowing Lessor and Lessor's agents to have reasonable access to the Premises at
reasonable times in order to carry out Lessor's investigative and remedial
responsibilities.

         (g)  LANDLORD TERMINATION OPTION. If a Hazardous Substance Condition
occurs during the term of this Lease, unless Lessee is legally responsible
therefor (in which case Lessee shall make the investigation and remediation
thereof required by the Applicable Requirements and this Lease shall continue in
full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and
Paragraph 13), Lessor may, at Lessor's option, either (i) investigate and
remediate such Hazardous Substance Condition, if required, as soon as reasonably
possible at Lessor's expense, in which event this Lease shall continue in full
force and effect, or (ii) if the estimated cost to remediate such condition
exceeds twelve (12) times the then monthly Base Rent of $100,000, whichever is
greater, give written notice to Lessee, within thirty (30) days after receipt by
Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of
Lessor's desire to terminate this Lease as of the date sixty (60) days following
the date of such notice. In the event Lessor elects to give a termination
notice, Lessee may, within ten (10) days thereafter, give written notice to
Lessor of Lessee's commitment to pay the amount by which the cost of the
remediation of such Hazardous Substance Condition exceeds an amount equal to
twelve (12) times the then monthly Base Rent or $100,000, whichever is greater.
Lessee shall provide Lessor with said funds or satisfactory assurance thereof
within thirty (30) days following such commitment. In such event, this Lease
[ILLEGIBLE] continue in full force and effect, and Lessor shall proceed to make
such remediation as soon as reasonably possible after the required funds are
available. If Lessee does not give such notice and provide the required funds or
assurance thereof within the time provided, this Lease shall terminate as of the
date specified in Lessor's notice of termination.

    6.3  LESSEE'S COMPLIANCE WITH APPLICABLE REQUIREMENTS. Except as otherwise
provided in this Lease, Lessee, shall, at Lessee's sole expense, fully,
diligently and in a timely manner, materially comply with all Applicable
Requirements, the requirements of any applicable fire insurance underwriter or
rating bureau, and the recommendations of Lessor's engineers and/or consultants
which relate in any manner to the Premises, without regard to whether said
requirements are now in effect or become effective after the Start Date. Lessee
shall, within ten (10) days after receipt of Lessor's written request, provide
Lessor with copies of all permits and other documents, and other information
evidencing Lessee's compliance with any Applicable Requirements specified by
Lessor, and shall immediately upon receipt, notify Lessor in writing (with
copies of any documents involved) of any threatened or actual claim, notice,
citation, warning, complaint or report pertaining to or involving the failure of
Lessee or the Premises to comply with any Applicable Requirements.

    6.4  INSPECTION; COMPLIANCE. Lessor and Lessor's Lender and consultants
shall have the right to enter into Premises at any time upon reasonable written
notice to Lessee 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. The cost of any such inspections shall be
paid by Lessor, unless a violation of Applicable Requirements, or a
contamination is found to exist or be imminent, or the inspection is requested
or ordered by a governmental authority. In such case, Lessee shall upon request
reimburse Lessor for the cost of such inspections, so long as such inspection is
reasonably related to the violation or contamination.

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

    7.1  LESSEE'S OBLIGATIONS.

         (a)  IN GENERAL. Subject to the provisions of Paragraph 2.2
(Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable
Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14
(Condemnation), Lessee shall, at Lessee's sole expense, keep

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the Premises, Utility Installations, and Alterations in good order, condition
and repair, including, but not limited to, repair and maintenance of all
equipment or facilities such as plumbing, HVAC, electrical, lighting facilities,
boilers, pressure vessels, fire protection system, fixtures, walls (interior and
exterior), floors, windows, doors, plate glass, skylights, landscaping,
driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways
located in, on, or adjacent to the Premises. Lessee, in keeping the Premises in
good order, condition and repair, shall exercise and perform good maintenance
practices. Lessee's obligations shall include repair and maintenance when
necessary to keep the Premises and all improvements thereon or a part thereof in
good order, condition and state of repair. Lessee shall, during the term of this
Lease, keep the exterior appearance of the Building in a good condition
consistent with the exterior appearance of other similar facilities of
comparable age and size in the vicinity, including, when necessary, the exterior
repainting of the Building. *Subject to provision below.


    7.2  LESSOR'S OBLIGATIONS. *Subject to the provision below.


    7.3  UTILITY INSTALLATIONS; TRADE FIXTURES; ALTERATIONS.

         (a)  DEFINITIONS; CONSENT REQUIRED. The term "UTILITY INSTALLATIONS" 
refers to all floor and window coverings, air lines, power panels, electrical 
distribution, security and fire protection systems, communication systems, 
lighting fixtures, HVAC equipment, plumbing, and fencing in or on the 
Premises. The term "TRADE FIXTURES" shall mean Lessee's machinery and 
equipment that can be removed without doing material damage to the Premises. 
The term "ALTERATIONS" shall mean any modification of the improvements, other 
than Utility Installations or Trade Fixtures, whether by addition or 
deletion. "LESSEE OWNED ALTERATIONS AND/OR UTILITY INSTALLATIONS" are defined 
as Alterations and/or Utility Installations made by Lessee that are not yet 
owned by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make any 
Alterations or Utility Installations to the Premises without Lessor's prior 
written consent. Lessee may, however, make non-structural Utility 
Installations to the interior of the Premises (excluding the roof) without 
such consent but upon notice to Lessor, as long as they are not visible from 
the outside, do not involve puncturing, relocating or removing the roof or 
any existing walls, and the cumulative cost thereof during this Lease as 
extended does not exceed $50,000 in the aggregate of $10,000 in any one year.

         (b)  CONSENT. Any Alterations or Utility Installations that Lessee
shall desire to make and which require the consent of the Lessor shall be
presented to Lessor in written form with detailed plans. Consent shall be deemed
conditioned upon Lessee's: (i) acquiring all applicable governmental permits,
(ii) furnishing Lessor with copies of both the permits and the plans and
specifications prior to commencement of the work, and (iii) compliance with all
conditions of said permits and other Applicable Requirements in a prompt and
expeditious manner. Any Alterations or Utility Installations shall be performed
in a workmanlike manner with good and sufficient materials. Lessee shall
promptly upon completion furnish Lessor with as-built plans and specifications.
For work which costs an amount equal to the greater of one month's Base Rent,
or $10,000, Lessor may condition its consent upon Lessee providing 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.

         (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 mechanic's 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. If Lessee shall contest the validity of any such
lien, claim or demand, then Lessee shall, at its sole expense defend and protect
itself, Lessor and the Premises against the same and shall pay and satisfy any
such adverse judgment that may be rendered thereon before the enforcement
thereof. If Lessor shall require, Lessee shall furnish a surety bond in an
amount equal to one and one-half times the amount of such contested lien, claim
or demand, indemnifying Lessor against liability for the same. If Lessor elects
to participate in any such action, Lessee shall pay Lessor's attorneys' fees and
costs.

    7.4  OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION.

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

         (b)  REMOVAL. By delivery to Lessee of written notice from Lessor not
later than ninety (90) days prior to the end of the term of this Lease, Lessor
may require that any or all Lessee Owned Alterations or Utility Installations be
removed by the expiration or termination of this Lease. Lessor may require the
removal at any time of all or any part of any Lessee Owned Alterations or
Utility Installations made without the required consent.

         (c)  SURRENDER/RESTORATION. Lessee shall surrender the Premises by the
Expiration Date or any earlier termination date, with all of the improvements,
parts and surfaces thereof broom 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. Lessee shall repair any damage
occasioned by the installation, maintenance or removal of Trade Fixtures,
furnishings and equipment 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 groundwater contaminated by Lessee. Trade Fixtures shall remain the
property of Lessee and shall be removed by Lessee. The failure by Lessee to
timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express
written consent of Lessor shall constitute a holdover under the provisions of
Paragraph 26 below.

8.  INSURANCE; INDEMNITY.

    8.1  PAYMENT FOR INSURANCE. Lessee shall pay for all insurance required
under Paragraph 8 except to the extent of the cost attributable to liability
insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per
occurrence. Premiums for policy periods commencing prior to or extending beyond
the Lease term shall be prorated to correspond to the Lease term. Payment shall
be made by Lessee to Lessor within ten (10) days following receipt of an
invoice.

    8.2  LIABILITY INSURANCE.

         (a)  CARRIED BY LESSEE. Lessee shall obtain and keep in force a
Commercial General Liability Policy of Insurance protecting Lessee

                                  PAGE 4                   Initials [ILLEGIBLE]
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*Lessor shall be responsible for foundation, ceiling and roof, and shall be
responsible for any major capital repair or maintenance.

<PAGE>

and Lessor against claims for bodily injury, personal injury and property damage
based upon or arising out of the ownership, use, occupancy or maintenance of the
Premises and all areas appurtenant thereto.  Such insurance shall be on an
occurrence basis providing single limit coverage in an amount not less
than $2,000,000 per occurrence with an "ADDITIONAL INSURED-MANAGERS or LESSORS
OF PREMISES ENDORSEMENT" and contain the "AMENDMENT OF THE POLLUTION EXCLUSION
ENDORSEMENT" for damage caused by heat, smoke or fumes from a hostile fire.  The
Policy shall not contain any intra-insured exclusions as between insured persons
or organizations, but shall include coverage for liability assumed under this
Lease as an "insured contract" for the performance of Lessee's indemnity
obligations under this Lease.  The limits of said insurance shall not, however,
limit the liability of Lessee nor relieve Lessee of any obligation hereunder.
All insurance carried by Lessee shall be primary to and not contributory with
any similar insurance carried by Lessor, whose insurance shall be considered
excess insurance only.

          (b)  CARRIED BY LESSOR.  Lessor shall maintain liability insurance as
described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance
required to be maintained by Lessee.  Lessee shall not be named as an additional
insured therein.

     8.3  PROPERTY INSURANCE - BUILDING, IMPROVEMENTS AND RENTAL VALUE.

          (a)  BUILDING AND IMPROVEMENTS.  The Insuring Party shall obtain and
keep in force a policy or policies in the name of Lessor, with loss payable to
Lessor and to any Lender 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 any Lenders,
but in no event more than the commercially reasonable and available insurable
value thereof.  If Lessor is the Insuring Party, however, Lessee Owned
Alterations and Utility Installations, Trade Fixtures, and Lessee's personal
property shall be insured by Lessee under Paragraph 8.4 rather than by Lessor.
If the coverage is available and commercially appropriate, such policy or
policies shall insure against all risks of direct physical loss or damage
(except the perils of flood and/or earthquake unless required by a Lender),
including coverage for debris removal and the enforcement of any Applicable
Requirements requiring the upgrading, demolition, reconstruction or replacement
of any portion of the Premises as the result of a covered loss.  Said policy or
policies shall also contain an agreed valuation provision in lieu of any
coinsurance clause, waiver of subrogation, and inflation guard protection
causing an increase in the annual property insurance coverage amount by a factor
of not less than the adjusted U.S. Department of Labor Consumer Price Index for
All Urban Consumers for the city nearest to where the Premises are located.  If
such insurance coverage has a deductible clause, the deductible amount shall not
exceed $1,000 per occurrence, and Lessee shall be liable for such deductible
amount in the event of an Insured Loss.

          (b)  RENTAL VALUE.  The Insuring Party shall obtain and keep in 
force a policy or policies in the name of Lessor with loss payable to Lessor 
and any Lender, insuring the loss of the full Rent for one (1) year.  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 Rent 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 Rent otherwise payable by Lessee, for the 
next twelve (12) month period.  Lessee shall be liable for any deductible 
amount in the event of such loss.

     8.4  LESSEE'S PROPERTY/BUSINESS INTERRUPTION INSURANCE.

          (a)  PROPERTY DAMAGE.  Lessee shall obtain and maintain insurance
coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned
Alterations and Utility Installations.  Such insurance shall be full replacement
cost coverage with a deductible of not to exceed $1,000 per occurrence.  The
proceeds from any such insurance shall be used by Lessee for the replacement of
personal property, Trade Fixtures and Lessee Owned Alterations and Utility
Installations.  Lessee shall provide Lessor with written evidence that such
insurance is in force.

          (b)  BUSINESS INTERRUPTION.  If reasonably available, and if Lessor
requests Lessee to do so in writing, Lessee shall obtain and maintain loss of
income and extra expense insurance in amounts as will reimburse Lessee for
direct or indirect loss of earnings attributable to all perils commonly insured
against by prudent lessees in the business of Lessee or attributable to
prevention of access to the Premises as a result of such perils.

          (c)  NO REPRESENTATION OF ADEQUATE COVERAGE.  Lessor makes no
representation that the limits or forms of coverage of insurance specified
herein are adequate to cover Lessee's property, business operations or
obligations under this Lease.

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

     8.6  WAIVER OF SUBROGATION.  Without affecting any other rights or
remedies, Lessee and Lessor each hereby release and relieve the other, and waive
their entire right to recover damages against the other, for loss of or damage
to its property arising out of or incident to the perils required to be insured
against herein.  The effect of such releases and waivers is not limited by the
amount of insurance carried or required, or by any deductibles applicable
hereto.  The Parties agree to have their respective property damage insurance
carriers waive any right to subrogation that such companies may have against
Lessor or Lessee, as the case may be, so long as the insurance is not
invalidated thereby.

     8.7  INDEMNITY.  Except for Lessor's sole negligence, Lessee shall
indemnify, protect, defend and hold harmless the Premises, Lessor and its
agents, Lessor's master or ground lessor, partners and Lenders, from and against
any and all claims, loss of rents and/or damages, liens, judgments, penalties,
attorneys' and consultants' fees, expenses and/or liabilities arising out of,
involving, or in connection with, the use and/or occupancy of the Premises by
Lessee.  If any action or proceeding is brought against Lessor by reason of any
of the foregoing matters, Lessee shall upon notice defend the same at Lessee's
expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate
with Lessee in such defense.  Lessor need not have first paid any such claim in
order to be defended or indemnified.

     8.8  EXEMPTION OF LESSOR FROM LIABILITY.  Lessor shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee, Lessee's employees, contractors, invitees, customers, or any other
person in or about the Premises, whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, HVAC or lighting fixtures, or from any other cause,
whether the said injury or damage results from conditions arising upon the
Premises or upon other portions of the Building of which the Premises are a
part, or from other sources or places.  Lessor shall not be liable for any
damages arising from any act or neglect of any other tenant of Lessor.
Notwithstanding Lessor's negligence or breach of this Lease, Lessor shall under
no circumstances be liable for injury to Lessee's business or for any loss of
income or profit therefrom.

9.   DAMAGE OR DESTRUCTION.

     9.1  DEFINITIONS.

          (a)  "PREMISES PARTIAL DAMAGE" shall mean damage or destruction to the
improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations, which can reasonably be repaired in six (6) months or less from
the date of the damage or destruction.  Lessor shall notify Lessee in writing
within thirty (30) days from the date of the damage or destruction as to whether
or not the damage is Partial or Total.

          (b)  "PREMISES TOTAL DESTRUCTION" shall mean damage or destruction to
the Premises, other than Lessee Owned Alterations and Utility Installations,
which cannot reasonably be repaired in six (6) months or less from the date of
the damage or destruction.  Lessor shall notify Lessee in writing within thirty
(30) days from the date of the damage or destruction as to whether or not the
damage is Partial or Total.


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                                                                FORM 204N-R-6/96

<PAGE>

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

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

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

     9.2  PARTIAL DAMAGE - INSURED LOSS.  If a Premises Partial Damage that 
is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair 
such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and 
Utility Installations) as soon as reasonably possible and this Lease shall 
continue in full force and effect; provided, however, that Lessee shall, at 
Lessor's election, make the repair of any damage or destruction the total 
cost to repair of which is $10,000 or less, and, in such event, Lessor shall 
make any applicable insurance proceeds available to Lessee on a reasonable 
basis for that purpose. Notwithstanding the foregoing, if the required 
insurance was not in force or the insurance proceeds are not sufficient to 
effect such repair, the Insuring Party shall promptly contribute the shortage 
in proceeds (except as to the deductible which is Lessee's responsibility) as 
and when required to complete said repairs. In the event, however, such 
shortage was due to the fact that, by reason of the unique nature of the 
improvements, full replacement cost insurance coverage was not commercially 
reasonable and available, Lessor shall have no obligation to pay for the 
shortage in insurance proceeds or to fully restore the unique aspects of the 
Premises unless Lessee provides Lessor with the funds to cover same, or 
adequate assurance thereof, within 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 such funds 
or assurance are not received, Lessor may nevertheless elect by written 
notice to Lessee within ten (10) days thereafter to: (i) make such 
restoration and repair as is commercially reasonable with Lessor paying any 
shortage in proceeds, in which case this Lease shall remain in full force and 
effect, or have this Lease terminate thirty (30) days thereafter.  Lessee 
shall not be entitled to reimbursement of any funds contributed by Lessee to 
repair any such damage or destruction.  Premises Partial Damage due to flood 
or earthquake shall be subject to Paragraph 9.3, notwithstanding that there 
may be some insurance coverage, but the net proceeds of any such insurance 
shall be made available for the repairs if made by either Party.

     9.3  PARTIAL DAMAGE - UNINSURED LOSS.  If a Premises Partial Damage that is
not an Insured Loss occurs, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense),
Lessor may either: (i) repair such damage as soon as reasonably possible at
Lessor's expense, in which event this Lease shall continue in full force and
effect, or (ii) terminate this Lease by giving written notice to Lessee within
thirty (30) days after receipt by Lessor of knowledge of the occurrence of such
damage.  Such termination shall be effective sixty (60) days following the date
of such notice.  In the event Lessor elects to terminate this Lease, Lessee
shall have the right within ten (10) days after receipt of the termination
notice to give written notice to Lessor of Lessee's commitment to pay for the
repair of such damage without reimbursement from Lessor.  Lessee shall provide
Lessor with said funds or satisfactory assurance thereof within thirty (30) days
after making such commitment.  In such event this Lease shall continue in full
force and effect, and Lessor shall proceed to make such repairs as soon as
reasonably possible after the required funds are available.  If Lessee does not
make the required commitment, this Lease shall terminate as of the date
specified in the termination notice.

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

     9.5  DAMAGE NEAR END OF TERM.  If at any time during the last six (6) 
months of this Lease there is damage for which the cost to repair exceeds one 
(1) month's Base Rent, whether or not an Insured Loss, Lessor may terminate 
this Lease effective sixty (60) days following the date of occurrence of such 
damage by giving a written termination notice to Lessee within thirty (30) 
days after the date of occurrence of such damage. Notwithstanding the 
foregoing, if Lessee at that time has an exercisable option to extend this 
Lease or to purchase the Premises, then Lessee may preserve this Lease by, 
(a) exercising such option and (b) providing Lessor with any shortage in 
insurance proceeds (or adequate assurance thereof) needed to make the repairs 
on or before the earlier of (i) the date which is ten days after Lessee's 
receipt of Lessor's written notice purporting to terminate this Lease, or 
(ii) the day prior to the date upon which such option expires.  If Lessee 
duly exercises such option during such period and provides Lessor with funds 
(or adequate assurance thereof) to cover any shortage in insurance proceeds,  
Lessor shall, at Lessor's commercially reasonable expense, repair such damage 
as soon as reasonably possible and this Lease shall continue in full force 
and effect.  If Lessee fails to exercise such option and provide such funds 
or assurance during such period, then this Lease shall terminate on the date 
specified in the termination notice and Lessee's option shall be extinguished.

     9.6  ABATEMENT OF RENT; LESSEE'S REMEDIES.

          (a)  ABATEMENT.  In the event of Premises Partial Damage or Premises
Total Destruction or a Hazardous Substance Condition for which Lessee is not
responsible under this Lease, the Rent payable by Lessee for the period required
for the repair, remediation or restoration of such damage shall be abated in
proportion to the degree to which Lessee's use of the Premises is impaired, but
not to exceed the proceeds received from the Rental Value insurance.  All other
obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall
have no liability for any such damage, destruction, remediation, repair or
restoration except as provided herein.

          (b)  REMEDIES.  If Lessor shall be obligated to repair or restore the
Premises and does not commence, in a substantial and meaningful way, such repair
or restoration within ninety (90) days after such obligation shall accrue,
Lessee may, at any time prior to the commencement of such repair or restoration,
give written notice to Lessor and to any Lenders of which Lessee has actual
notice, of Lessee's election to terminate this Lease on a date not less than
sixty (60) days following the giving of such notice.  If Lessee gives such
notice and such repair or restoration is not commenced within thirty (30) days
thereafter, this Lease shall terminate as of the date specified in said notice.
If the repair or restoration is commenced within said thirty (30) days, this
Lease shall continue in full force and effect.  "Commence" shall mean either the
unconditional authorization of the preparation of the required plans, or the
beginning of the actual work on the Premises, whichever first occurs.

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

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

10.  REAL PROPERTY TAXES.

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

     10.2

          (a)  PAYMENT OF TAXES.  Lessee shall pay the Real Property Taxes
applicable to the Premises during the term of this Lease.  Subject to Paragraph
10.2(b), all such payments shall be made at least ten (10) days prior to any
delinquency date.  Lessee shall promptly furnish Lessor with satisfactory
evidence that such taxes have been paid.  If any such taxes shall cover any
period of time prior to or after the expiration or


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                                                                FORM 204N-R-6/96
<PAGE>

termination of this Lease, Lessee's share of such taxes shall be prorated to 
cover only that portion of the tax bill applicable to the period that this 
Lease is in effect, and Lessor shall reimburse Lessee for any overpayment.  
If Lessee shall fail to pay any required Real Property Taxes, Lessor 
[ILLEGIBLE] have the right to pay the same, and Lessee shall reimburse Lessor 
thereof upon demand.

           (b)  ADVANCE PAYMENT.  In the event Lessee incurs a late charge on
any Rent payment, Lessor may, at Lessor's option, estimate the current Real
Property Taxes, and require that such taxes be paid in advance to Lessor by
Lessee, either: (i) in a lump sum amount equal to the installment due, at least
twenty (20) days prior to the applicable delinquency date, or (ii) monthly in
advance with the payment of the Base Rent.  If Lessor elects to require payment
monthly in advance, the monthly payment shall be an amount equal to the amount
of the estimated installment of taxes divided by the number of months remaining
before the month in which said installment becomes delinquent.  When the actual
amount of the applicable tax bill is known, the amount of such equal monthly
advance payments shall be adjusted as required to provide the funds needed to
pay the applicable taxes.  If the amount collected by Lessor is insufficient to
pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand,
such additional sums as are necessary to pay such obligations.  All moneys paid
to Lessor under this Paragraph may be intermingled with other moneys of Lessor
and shall not bear interest.  In the event of a Breach by Lessee in the
performance of its obligations under this Lease, then any balance of funds paid
to Lessor under the provisions of this Paragraph may at the option of Lessor, be
treated as an additional Security Deposit.

     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 conclusively determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other information as
may be reasonably available.

     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.  When possible, Lessee shall cause such 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's property within ten (10) days
after receipt of a written statement.

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.

12.  ASSIGNMENT AND SUBLETTING.

     12.1  LESSOR'S CONSENT REQUIRED.

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

           (d)  An assignment or subletting without consent shall, at Lessor's
option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable
Breach without the necessity of any notice and grace period.  If Lessor elects
to treat such unapproved assignment or subletting as a noncurable Breach, Lessor
may either: (i) terminate this Lease, or (ii) upon thirty (30) days written
notice, increase the monthly Base Rent to one hundred ten percent (110%) of the
Base Rent then in effect.  Further, in the event of such Breach and rental
adjustment, (i) the purchase price of any option to purchase the Premises held
by Lessee shall be subject to similar adjustment to one hundred ten percent
(110%) of the price previously in effect, and (ii) all fixed and non-fixed
rental adjustments scheduled during the remainder of the Lease term shall be
increased to One Hundred Ten Percent (110%) of the scheduled adjusted rent.

     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 Rent or for the performance of any other
obligations to be performed by Lessee.

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

           (c)  Lessor's consent to any assignment or subletting shall not
constitute a consent to any subsequent assignment or subletting.

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

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

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

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

           (a)  Lessee hereby assigns and transfers to Lessor all of Lessee's
interest in all Rent payable on any sublease, and Lessor may collect such Rent
and apply same toward Lessee's obligations under this Lease; provided, however,
that until a Breach shall occur in the performance of Lessee's obligations,
Lessee may collect said Rent.  Lessor shall not, by reason of the foregoing or
any assignment of such sublease, nor by reason of the collection of Rent, be
deemed liable to the sublessee for any failure of Lessee to perform and comply
with any of Lessee's obligations to such sublessee.  Lessee hereby irrevocably
authorizes and directs any such sublessee, upon receipt of a written notice from
Lessor stating that Breach exists in the performance of Lessee's obligations
under this Lease, to pay to Lessor all Rent due and to become due under the
sublease.  Sublessee shall rely upon any such notice from Lessor and shall pay
all Rents to Lessor without any obligation or right to inquire as to whether
such Breach exists, notwithstanding any claim from Lessee to the contrary.

           (b)  In the event of a Breach by Lessee, Lessor may, at its option,
require sublessee to attorn to Lessor, in which event Lessor shall
undertake the obligations of the sublessor under such sublease from the time of
the exercise of said option to the expiration of such sublease; provided,
however, Lessor shall not be liable for any prepaid rents or security deposit
paid by such sublessee to such sublessor or for any prior Defaults or Breaches
of such sublessor.


                                     PAGE 7
<PAGE>

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

           (d)  No sublessee shall further assign or sublet all or any part of
the Premises without Lessor's prior written consent.

           (e)  Lessor shall deliver a copy of any notice of Default or Breach
by Lessee to the sublessee, who shall have the right to cure the Default of
Lessee within the grace period, if any, specified in such notice.  The sublessee
shall have a right of reimbursement and offset from and against Lessee for any
such Defaults cured by the sublessee.

13.  DEFAULT; BREACH; REMEDIES.

     13.1  DEFAULT; BREACH.  A "Default" is defined as a failure by the Lessee
to comply with or perform any of the terms, covenants, conditions or rules under
this Lease.  A "Breach" is defined as the occurrence of one or more of the
following Defaults, and the failure of Lessee to cure such Default within any
applicable grace period:

           (a)  The abandonment of the Premises; or the vacating of the Premises
without providing a commercially reasonable level of security, or where the
coverage of the property insurance described in Paragraph 8.3 is jeopardized as
a result thereof, or without providing reasonable assurances to minimize
potential vandalism.

           (b)  The failure of Lessee to make any payment of Rent or any other
monetary payment required to be made by Lessee hereunder, whether to Lessor or
to a third party, when due, to provide reasonable evidence of insurance or
surety bond, or to fulfill any obligation under this Lease which endangers or
threatens life or property, where such failure continues for a period of three
(3) business days following written notice to Lessee.

           (c)  The failure by Lessee to provide (i) reasonable written evidence
of compliance with Applicable Requirements, (ii) the service contracts, (iii)
the rescission of an unauthorized assignment or subletting, (iv) a Tenancy
Statement, (v) a requested subordination, (vii) 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 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,
other than those described in subparagraphs 13.1 (a), (b) or (c), above, where
such Default continues for a period of thirty (30) days after written notice;
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 if Lessee commences such cure within said thirty (30) day
period and thereafter diligently prosecutes such cure to completion.

           (f)  The discovery that any financial statement of Lessee given to
Lessor was materially false.

     13.2  REMEDIES.  If Lessee fails to perform any of its affirmative duties
or obligations, within ten (10) days after written notice (or in case of an
emergency, without notice), Lessor may, at its option, perform such duty or
obligation on Lessee's behalf, including but not limited to the obtaining of
reasonably required bonds, insurance policies, or governmental licenses, permits
or approvals.  The costs and expenses of any such performance by Lessor shall be
due and payable by Lessee upon receipt of invoice therefor.  If any check given
to Lessor by Lessee shall not be honored by the bank upon which it is drawn,
Lessor, at its option, may require all future payments to be made by Lessee to
be by cashier's check.  In the event of a Breach, Lessor may, with or without
further notice or demand, and without limiting Lessor in the exercise of any
right or remedy which Lessor may have by reason of such Breach:

           (a)  Terminate Lessee's right to possession of the Premises by any 
lawful means, in which case this Lease shall terminate and Lessee shall 
immediately surrender possession to Lessor.  In such event Lessor shall be 
entitled to recover from Lessee: (i) the unpaid Rent which had been earned at 
the time of termination; (ii) the worth at the time of award of the amount by 
which the unpaid rent which would have been earned after termination until 
the time of award exceeds the amount of such rental loss that the Lessee 
proves could have been reasonably avoided; (iii) the worth at the time of 
award of the amount by which the unpaid rent for the balance of the term 
after the time of award exceeds the amount of such rental loss that the 
Lessee proves could be reasonably avoided; and (iv) any other amount 
necessary to compensate Lessor for all the detriment proximately caused by 
the Lessee's failure to perform its obligations under this Lease or which in 
the ordinary course of things would be likely to result therefrom, including 
but not limited to the cost of recovering possession of the Premises, 
expenses of reletting, including necessary renovation and alteration of the 
Premises, reasonable attorneys' fees, and that portion of any leasing 
commission paid by Lessor in connection with this Lease applicable to the 
unexpired term of this Lease.  The worth at the time of award of the amount 
referred to in provision (iii) of the immediately preceding sentence shall be 
computed by discounting such amount at the discount rate of the Federal 
Reserve Bank of the District within which the Premises are located at the 
time of award plus one percent (1%).  Efforts by Lessor to mitigate damages 
caused by Lessee's Breach of this Lease shall not waive Lessor's right to 
recover damages under Paragraph 12.  If termination of this Lease is obtained 
through the provisional remedy of unlawful detainer, Lessor shall have the 
right to recover in such proceeding any unpaid Rent and damages as are 
recoverable therein, or Lessor may reserve the right to recover all or any 
part thereof in a separate suit.  If a notice and grace period required under 
Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to 
perform or quit given to Lessee under the unlawful detainer statute shall 
also constitute the notice required by Paragraph 13.1.  In such case, the 
applicable grace period required by Paragraph 13.1 and the unlawful detainer 
statute shall run concurrently, 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 and recover
the Rent as it becomes due, in which event Lessee may sublet or assign, subject
only to reasonable limitations.  Acts of maintenance, efforts to relet, and/or
the appointment of a receiver to protect the Lessor's interests, shall not
constitute a termination of the Lessee's right to possession.

           (c)  Pursue any other remedy now or hereafter available under the
laws or judicial decisions of the state wherein the Premises are located.  The
expiration or termination of this Lease and/or the termination of Lessee's right
to possession shall not relieve Lessee from liability under any indemnity
provisions of this Lease as to matters occurring or accruing during the term
hereof or by reason of Lessee's occupancy of the Premises.


                                     PAGE 8
<PAGE>

    13.4 LATE CHARGES.  Lessee hereby acknowledges that late payment by Lessee
of Rent will cause Lessor to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain.  Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed upon Lessor by any Lender.  Accordingly, if any
Rent shall not be received by Lessor within five (5) days after such amount
shall be due, then, without any requirement for notice to Lessee, Lessee shall
pay to Lessor a one-time late charge equal to ten percent (10%) of each 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 such
late payment.  Acceptance of such late charge by Lessor shall in no event
constitute a waiver of Lessee's Default or Breach with respect to such overdue
amount, nor prevent the exercise of any of the other rights and remedies granted
hereunder.  In the event that a late charge is payable hereunder, whether or not
collected, for three (3) consecutive installments of Base Rent, then
notwithstanding any provision of this Lease to the contrary, Base Rent shall, at
Lessor's option, become due and payable quarterly in advance.

    13.5 INTEREST.  Any monetary payment due Lessor hereunder, other than late
charges, not received by Lessor 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.  The interest ("interest") charged shall be equal to the prime rate
charged by the largest state chartered bank in the state in which the Premises
are located plus 4%, but shall not exceed the maximum rate allowed by law. 
Interest is payable in addition to the potential late charge provided for in
Paragraph 13.4.

    13.6 BREACH BY LESSOR.

         (a)  NOTICE OF BREACH.  Lessor shall not be deemed in breach of this
Lease unless Lessor fails within a reasonable time to perform an obligation 
required to be performed by Lessor. For purposes of this Paragraph, a 
reasonable time shall in no event be less than thirty (30) days after receipt 
by Lessor, and any Lender whose name and address shall have been furnished 
Lessee in writing for such purpose, of written notice specifying wherein such 
obligation of Lessor has not been performed; provided, however, that if the 
nature of Lessor's obligation is such that more than thirty (30) days are 
reasonably required for its performance, then Lessor shall not be in breach 
if performance is commenced within such thirty (30) day period and thereafter 
diligently pursued to completion.

         (b)  PERFORMANCE BY LESSEE ON BEHALF OF LESSOR.  In the event that
neither Lessor nor Lender cures said breach within thirty (30) days after
receipt of said notice, or if having commenced said cure they do not diligently
pursue it to completion, then Lessee may elect to cure said breach at Lessee's
expense and offset from Rent an amount equal to the greater of one month's Base
Rent or the Security Deposit, and to pay an excess of such expense under
protest, reserving Lessee's right to reimbursement from Lessor.  Lessee shall
document the cost of said cure and supply said documentation to Lessor.

14. CONDEMNATION.  If the Premises or any portion thereof are taken under the 
power of eminent domain or sold under the threat of the exercise of said 
power (collectively "Condemnation"), this Lease shall terminate as to the 
part taken as of the date the condemning authority takes title or possession, 
whichever first occurs.  If more than ten percent (10%) of any building, 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 proportion to the reduction in utility of the Premises caused by 
such Condemnation.  Condemnation awards and/or payments shall be the property 
of Lessor, whether such award shall be made as compensation for diminution in 
value of the leasehold, the value of the part taken, or for severance 
damages; provided, however, that Lessee shall be entitled to any compensation 
for Lessee's relocation expenses, loss of business goodwill and/or Trade 
Fixtures, without regard to whether or not this Lease is terminated pursuant 
to the provisions of this Paragraph.  All Alterations and Utility 
Installations made to the Premises by Lessee, for purposes of Condemnation 
only, shall be considered the property of the Lessee and Lessee shall be 
entitled to any and all compensation which is payable therefor.  In the event 
that this Lease is not terminated by reason of the Condemnation, Lessor shall 
repair any damage to the Premises caused by such Condemnation.

16. TENANCY STATEMENT/ESTOPPEL CERTIFICATE.

    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 an estoppel certificate 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, or any
part thereof, Lessee shall deliver to any potential lender or purchaser 
designated by Lessor such financial statements as may be reasonably required 
by such lender or purchaser, including but not limited to Lessee's financial 
statements for the past 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. DEFINITION OF LESSOR.  The term "Lessor" as used herein shall mean the 
owner or owners at the time in question of the fee title to the Premises, or, 
if this is a sublease, of the Lessee's interest in the prior lease.  Upon 
such transfer or assignment, 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.  
Notwithstanding the above, the original Lessor under this Lease, and all 
subsequent holders of the Lessor's interest in this Lease shall remain liable 
and responsible with regard to the potential duties and liabilities of Lessor 
pertaining to Hazardous Substances as outlined in Paragraph 6 above.

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.


                                        PAGE 9
<PAGE>

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

20.

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

22. NO PRIOR OR OTHER AGREEMENTS.  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.

23. NOTICES.

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

    23.2 DATE OF NOTICE.  Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown 
on the receipt card, or if no delivery date is shown, the postmark thereon.  
If sent by regular mail the notice shall be deemed given 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 guarantee next day delivery shall be deemed given twenty-four (24) hours 
after delivery of the same to the Postal Service or courier.  Notices 
transmitted by facsimile transmission or similar means shall be deemed 
delivered upon telephone confirmation of receipt, provided a copy is also 
delivered via delivery or mail. If notice is received on a Saturday, Sunday 
or legal holiday, it shall be deemed received on the next business day.

24. WAIVERS.  No waiver by Lessor of the Default or Breach of any term, 
covenant or condition hereof by Lessee, shall be deemed a waiver of any other 
term, covenant or condition hereof, or of any subsequent Default or Breach by 
Lessee of the same or of any other term, covenant or condition hereof.  
Lessor's consent to, or approval of, any act shall not be deemed to render 
unnecessary the obtaining of Lessor's consent to, or approval of, any 
subsequent or similar act by Lessee, or be construed as the basis of an 
estoppel to enforce the provision or provisions of this Lease requiring such 
consent.  The acceptance of Rent by Lessor shall not be a waiver of any 
Default or Breach by Lessee.  Any payment by Lessee may be accepted by Lessor 
on account of moneys or damages due Lessor, notwithstanding any qualifying 
statements or conditions made by Lessee in connection therewith, which such 
statements and/or conditions shall be of no force or effect whatsoever unless 
specifically agreed to in writing by Lessor at or before the time of deposit 
of such payment.

25. 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 applicable thereto.

26. NO RIGHT TO HOLDOVER.  Lessee has no right to retain possession of the 
Premises or any part thereof beyond the expiration or termination of this 
Lease. In the event that Lessee holds over, then the Base Rent shall be 
increased to one hundred fifty percent (150%) of the Base Rent applicable 
during the month immediately preceding the expiration or termination.  
Nothing contained herein shall be construed as consent by Lessor to any 
holding over by Lessee.

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

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

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

30. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

    30.1 SUBORDINATION.  This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or 
other hypothecation or security device (collectively, "SECURITY DEVICE"), now 
or hereafter placed upon the Premises, to any and all advances made on the 
security thereof, and to all renewals, modifications, and extensions thereof. 
Lessee agrees that the holders of any such Security Devices shall have no 
liability or obligation to perform any of the obligations of Lessor under 
this Lease.  Any Lender may elect to have this Lease and/or any Option 
granted hereby superior to the lien of its Security Device, by giving written 
notice thereof to Lessee, 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 a commercially reasonable non-disturbance 
agreement (a "NON-DISTURBANCE AGREEMENT") from the Lender which 
Non-Disturbance Agreement provides that Lessee's possession of the Premises, 
and this Lease, including any options to extend the term hereof, will not be 
disturbed so long as Lessee is not in Breach hereof and attorns to the record 
owner of the Premises.  Further, within sixty (60) days after the execution 
of this Lease, Lessor shall use its commercially reasonable efforts to obtain 
a Non-Disturbance Agreement from the holder of any pre-existing Security 
Device which is secured by the Premises.  In the event that Lessor is unable 
to provide the Non-Disturbance Agreement within said sixty (60) days, then 
Lessee may, at Lessee's option, directly contact Lessor's lender and attempt 
to negotiate for the execution and delivery of a Non-Disturbance Agreement.

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

31. ATTORNEYS' FEES.  If any Party brings an action or proceeding to enforce 
the terms hereof or declare rights hereunder, the Prevailing Party (as 
hereafter defined) in any such proceeding, action, or appeal thereon, shall 
be entitled to reasonable attorneys' fees.  Such fees may be awarded in the 
same suit or recovered in a separate suit, whether or not such action or 
proceeding is pursued to decision or


                                       PAGE 10
         
<PAGE>

judgment.  The term, "Prevailing Party" shall include, without limitation, a 
Party 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 of its claim or defense.  The attorneys' fees award shall not be 
computed in accordance with any court fee schedule, but shall be such as to 
fully reimburse all attorneys' fees reasonably incurred.  In addition, Lessor 
shall be entitled to attorneys' fees, costs and expenses incurred in the 
preparation and service of notices of Default and consultations in connection 
therewith, whether or not a legal action is subsequently commenced in 
connection with such Default or resulting Breach.

32.  LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS.  Lessor and Lessor's agents
shall have the right to enter the Premises at any time upon reasonable 
written notice to Lessee, in the case of any 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 as Lessor may deem necessary.  All 
such activities shall be without abatement of rent or liability to Lessee.  
Lessor may at any time place on the Premises any ordinary "FOR SALE" signs 
and Lessor may during the last six (6) months of the term hereof place on the 
Premises any ordinary "FOR LEASE" signs. Lessee may at any time place on or 
about the Premises any ordinary "FOR SUBLEASE" sign.

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

34.  SIGNS.  Except for ordinary "For Sublease" signs, Lessee shall not place 
any sign upon the Premises without Lessor's prior written consent.  All signs 
must comply with all Applicable Requirements.

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

36.  CONSENTS.  Except as otherwise provided herein, wherever in this Lease the
consent of a Party is required to an act by or for the other Party, such consent
shall not be unreasonably withheld or delayed.  Lessor's actual reasonable costs
and expenses (including but not limited to architects', attorneys', engineers'
and other consultants' fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent, including but not limited to consents
to an assignment, subletting or the presence or use of Hazardous Substance,
shall be paid by Lessee upon receipt of an invoice and supporting documentation
therefor.  Lessor's consent to any act, assignment or subletting shall not
constitute an acknowledgment that no Default or Breach by Lessee of this Lease
exists, nor shall such consent be deemed a waiver of any then existing Default
or Breach, except as may be otherwise specifically stated in writing by Lessor
at the time of such consent.  The failure to specify herein any particular
condition to Lessor's consent shall not preclude the imposition by Lessor at the
time of consent of such further or other conditions as are then reasonable with
reference to the particular matter for which consent is being given.  In the
event that either Party disagrees with any determination made by the other
hereunder and reasonably requests the reasons for such determination, the
determining party shall furnish its reasons in writing and in reasonable detail
within ten (10) business days following such request.

38.  QUIET POSSESSION.  Subject to payment by Lessee of the Rent and performance
of all of the covenants, conditions and provisions on Lessee's part to be
observed and performed under this Lease, Lessee shall have quiet possession and
quiet enjoyment of the Premises during the term hereof.

39.  OPTIONS.

     39.1  DEFINITION.  "OPTION" shall mean: (a) the right to extend the term of
or renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (b) the right of first refusal or first offer to lease
either the Premises or other property of Lessor; (c) the right to purchase or
the right of first refusal to purchase the Premises or other property of Lessor.

     39.2  OPTIONS PERSONAL TO ORIGINAL LESSEE.  Each Option granted to Lessee
in this Lease is personal to the original Lessee, and cannot be assigned or
exercised by anyone other than said original Lessee and only while the original
Lessee is in full possession of the Premises and, if requested by Lessor, with
Lessee certifying that Lessee has no intention of thereafter assigning or
subletting.

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

     39.4  EFFECT OF DEFAULT ON OPTIONS.

          (a)  Lessee shall have no right to exercise an Option:  (i) during the
period commencing with the giving of any notice of Default and continuing until
said Default is cured, (ii) during the period of time any Rent is unpaid
(without regard to whether notice thereof is given Lessee), (iii) during the
time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has
been given three (3) or more notices of Default, 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)  An Option shall terminate and be of no further force or effect,
notwithstanding Lessee's due and timely exercise of the Option, if, after such
exercise and prior to the commencement of the extended term, (i) Lessee fails to
pay Rent for a period of thirty (30) days after such Rent becomes due (without
any necessity of Lessor to give notice thereof), (ii) Lessor gives to Lessee
three (3) or more notices of separate Default during any twelve (12) month
period, whether or not the Defaults are cured, or (iii) if Lessee commits a 
Breach of this Lease.

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 projection 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, right, dedications, maps and
restrictions do not unreasonably interfere with the use of the Premises by
Lessee.  Lessee agrees to sigh 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.

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

                                     PAGE 11
<PAGE>

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

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

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

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

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

--------------------------------------------------------------------------------
ATTENTION:  NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,
LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES.  THE PARTIES ARE URGED TO:

1.   SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.
2.   RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
THE PREMISES, SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE
POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE
STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE
SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.

WARNING:  IF THE PREMISES IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE
STATE IN WHICH THE PREMISES IS LOCATED.
--------------------------------------------------------------------------------

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

Executed at:  Hollywood, CA             Executed at:  Hollywood, CA
            -----------------------                 ----------------------------
on:                                     on:
    -------------------------------         ------------------------------------
By LESSOR:                              By LESSEE:
Rodger D. Parker & Jasper A. Watt, Jr.  VDI Media
-----------------------------------     ----------------------------------------
-----------------------------------     ----------------------------------------

By:  /s/ Rodger D. Parker               By:  /s/ Donald Stine
   --------------------------------        -------------------------------------
Name Printed: Rodger D. Parker          Name Printed: Donald Stine
             ----------------------                  ---------------------------
Title:  Property Owner                  Title:  CFO
      -----------------------------           ----------------------------------

By:  /s/ Jasper A. Watt, Jr.            By:
   --------------------------------        -------------------------------------
Name Printed: Jasper A. Watt, Jr.       Name Printed:
             ----------------------                  ---------------------------
Title:        Property Owner            Title:
      -----------------------------           ----------------------------------
Address:      712 N. Seward St.         Address:
        ---------------------------             --------------------------------
              Los Angeles, CA 90038
-----------------------------------     ----------------------------------------
Telephone: (   )                        Telephone: (   )
                 ------------------                      -----------------------
Facsimile: (   )                        Facsimile: (   )
                 ------------------                      -----------------------
Federal ID No.                          Federal ID No.
              ---------------------                    -------------------------
BROKER:                                 BROKER:

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

By:                                     By:
   --------------------------------        -------------------------------------
Name Printed:                           Name Printed:
             ----------------------                  ---------------------------
Title:                                  Title:
      -----------------------------           ----------------------------------
Address:                                Address:
        ---------------------------             --------------------------------
-----------------------------------     ----------------------------------------
Telephone: (   )                        Telephone: (   )
                -------------------                     ------------------------
Facsimile: (   )                        Facsimile: (   )
                -------------------                     ------------------------
Federal ID No.                          Federal ID No.
              ---------------------                   --------------------------

NOTE:  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, 700 So.
       Flower Street, Suite 600, Los Angeles, California 90017.  (213) 687-8777,
       Fax No. (213) 687-8616


                                     PAGE 12                    FORM 204N-R-6/96

      -C-Copyright 1996 -- By American Industrial Real Estate Association.
                              All rights reserved.
              No part of these works may be reproduced in any form
                         without permission in writing.

<PAGE>

Initials: /s/ RP                                      Initials: /s/ DS
         ---------                                             ---------
          /s/ JW
         ---------                                             ---------


                                 OPTION(S) TO EXTEND
                                     Page 2 of 2


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.

1997 American Industrial Real Estate Association

<PAGE>

                                        [LOGO]

                                 OPTION(S) TO EXTEND

                                     ADDENDUM TO
                                    STANDARD LEASE

         DATED     Jan 24, 1997
               -----------------------------------------------------------

         BY AND BETWEEN (LESSOR)  Rodger D. Parker and Jasper A. Watt, Jr.
                                  ----------------------------------------

                        (LESSEE)  VDI Media
                                  ----------------------------------------

         PROPERTY ADDRESS:   712 N. Seward St., Los Angeles, CA 90038
                          ------------------------------------------------

Paragraph 50

A.        OPTION(S) TO EXTEND:

          Lessor hereby grants to Lessee the option to extend the term of 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 3 and not more than 6 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):  January 1, 2003 and each
year thereafter, should come before January 1, 2003, 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): __________________________________.
All Items (1982-1984 = 100), herein referred to as "C.P.I."

          (b)  The monthly rent payable in accordance with paragraph Ai(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 2 (two) months prior to (select one): / / the
first month of the term of this Lease as set forth in paragraph 1.3 ("Base
Month") or / / (Fill in Other "Base Month"): ___________________.  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.

1997 American Industrial Real Estate Association

<PAGE>

                                        [LOGO]

                                  RENT ADJUSTMENT(S)

                                     ADDENDUM TO
                                    STANDARD LEASE

         DATED     Jan 24, 1997
               -----------------------------------------------------------

         BY AND BETWEEN (LESSOR)  Rodger D. Parker and Jasper A. Watt, Jr.
                                  ----------------------------------------

                        (LESSEE)  VDI Media
                                  ----------------------------------------

         PROPERTY ADDRESS:   712 N. Seward St., Los Angeles, CA 90038
                          ------------------------------------------------

Paragraph
          -----

A.        RENT ADJUSTMENTS:

          The monthly rent for each month of the adjustment period(s) specified
below shall be increased 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):  January 1, 1998 and yearly
thereafter 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 / / CPI U (All Urban Consumers), for (Fill in Urban
Area): ___________________________________________. All Items (1982-1984 = 100),
herein referred to as "C.P.I."

          (b)  The monthly rent payable in accordance with paragraph Ai(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 2 (two) months prior to (select one): /x/ the
first month of the term of this Lease as set forth in paragraph 1.0 ("Base
Month") or / / (Fill in Other "Base Month"): ___________________.  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.



Initials: /s/ RP                                      Initials: /s/ DS
         ---------                                             ---------
          /s/ JW
         ---------                                             ---------


                                  RENT ADJUSTMENT(S)
                                     Page 1 of 2


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.

1997 American Industrial Real Estate Association

<PAGE>

Initials: /s/ RP                                      Initials: /s/ DS
         ---------                                             ---------
          /s/ JW
         ---------                                             ---------


                                  RENT ADJUSTMENT(S)
                                     Page 2 of 2


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 Figueros Street, Suite M-1, Los Angeles, CA
         90071, (213) 887-8777, Fax No. (213) 687-8616.

1997 American Industrial Real Estate Association