Exhibit 10.129
                       Lease Agreement - Rancho Cucamonga




<PAGE>

                                                                        ORIGINAL

         STANDARD INDUSTRIALICOMMERCIAL MULTI-TENANT LEASE--MODIFIED NET
                   AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
1    Basic Provisions ("Basic Provisions"').

     1.1 Parties:  This Lease  ("Lease"),  dated for  reference  purposes  only,
February 20.19 99 ,is made by and between SHOOK  PROPERTIES,  INC . A CALIFORNIA
CORPORATION  ("Lessor")  and PLAY CO. TOYS AND  ENTERTAINMENT,  INC., A DELAWARE
CORPORATION ("Lessee"),

     (collectively, the "Parties," or individually a "Party").

     1.2(a)  Premises:  That  certain  portion of the  Building,  including  all
improvements  therein or to be provided by Lessor under the terms of this Lease,
commonly  known  by the  street  address  of 9950 W.  Foothill  Blvd.  , Suite U
,located in the City of RANCHO  CUCAMONGA County of SAN BERNARDINO , State of CA
, with zip code91730 , as outlined on Exhibit A attached

     hereto ("Premises"). The "Building" is that certain building containing the
Premises  and  generally  described  as  (describe  briefly  the  nature  of the
Building):

     APPROXIMATELY  11.597  SOU'RRE FEET OF RETAIL  SPACE  LOCATED IN SUITE U AT
RANCHO  CUCAMONGA   VILLAGE.   A  SINGLE  STORY  RETAIL  CENTER   CONSISTING  OF
APPROXIMATELY 43.500 SOUARE FEET OF SPACE

     In  addition  to  Lessee's  rights  to  use  and  occupy  the  Premises  as
hereinafter  specified,  Lessee  shall have  non-exclusive  rights to the Common
Areas (as defined in Paragraph 2.7 below) as  hereinafter  specified,  but shall
not have any  rights to the roof,  exterior  walls or  utility  raceways  of the
Building or to any other buildings in the Industrial Center.  The Premises,  the
Building, the Common Areas, the land upon which they are located, along with all
other buildings and improvements thereon, are herein collectively referred to as
the "Industrial Center." (Also see Paragraph 2.)

     1.2(b) Parking:  THIRTY (30) unreserved vehicle parking spaces ("Unreserved
Parking  Spaces");  and -0-reserved  vehicle parking spaces  ("Reserved  Parking
Spaces") (Also see Paragraph 2.6.)

     1.3 Term: 5 years and-0- months ("Original Term") commencing APRIL 1. 1999

     ("Commencement  Date") and ending MARCH 31. 2004 ("Expiration Date"). (Also
see Paragraph 3.)

     1.4 Early Possession:  NOT APPLICABLE ("Early Possession Date").  (Also see
Paragraphs 3.2 and 3.3.)

     1.5 Base Rent: $7.585.00 + CAM per month ("Base Rent").  payable on the 1ST
day of each month commencing APRIL 1. 1999 . (Also see Paragraph 4.) [x] If this
box is  checked,  this  Lease  provides  for the Base  Rent to be  adjusted  per
Addendum ONE , attached hereto.

     1.6(a) Base Rent Paid Upon Execution:  $7' 585. 00+CAM as Base Rent for the
period APRIL 1 1999 TO APRIL 30. 1999

     1.6(b) Lessee's Share of Common Area Operating  Expenses:  27.41% percent (
27.410 %) ("Lessee's Share") as determined by

     [x] prorata  square footage of the Premises as compared to the total square
footage of the Building or [] other criteria as described in Addendum ________



                                       2
<PAGE>
     1.7 Security Deposit: $ NONE ("Security Deposit") (Also see Paragraph 5.)

     1.8  Permitted Use: RETAIL SALES OF TOYS


                   ("Permitted Use"). (Also see Paragraph 6.)

     1.9 Insuring Party. Lessor is the "Insuring Party." (Also see Paragraph 8.)

     1.10(a)  Real  Estate   Brokers.   The  following  real  estate   broker(s)
(collectively,   the  "Brokers")  and  brokerage  relationships  exist  in  this
transaction and are consented to

by the Parties (check applicable boxes):

     [x] NONE represents Lessor exclusively ("Lessor's Broker");

     [x] NONE represents Lessee exclusively ("Lessee's Broker"); or

     [x] NONE  represents  both  Lessor and Lessee  ("Dual  Agency").  (Also see
Paragraph 15.)

     1.10(b)  Payment  to  Brokers.  Upon the  execution  of this  Lease by both
Parties,  Lessor shall pay to said Broker(s) jointly, or in such separate shares
as they may  mutually  designate  in  writing,  a fee as set forth in a separate
written agreement between Lessor and said Broker(s) (or in the event there is no
separate written agreement between Lessor and said Broker(s), the sum of $ -0- )
for  brokerage  services  rendered by said  Broker(s)  in  connection  with this
transaction.

     1.11  Guarantor.  The  obligations  of the Lessee under this Lease are lobe
guaranteed by NOT APPLICABLE

     ("Guarantor"). (Also see Paragraph 37.)

     1.12  Addenda  and  Exhibits.  Attached  hereto is an  Addendum  or Addenda
consisting  of  Paragraphs A through H , all of which  constitute a part of this
Lease. A through H, and Exhibits

     2. Premises, Parking and Common Areas.

     2.1 Letting.  Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor,  the Premises,  for the term, at the rental,  and upon all of the terms,
covenants and  conditions  set forth in this Lease.  Unless  otherwise  provided
herein,  any  statement of square  footage set forth in this Lease,  or that may
have been used in calculating rental and/or Common Area Operating  Expenses,  is
an approximation  which Lessor and Lessee agree is reasonable and the rental and
Lessee's Share (as defined in Paragraph  1.6(b)) based thereon is not subject to
revision whether or not the actual square footage is more or less.

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

                                       3
<PAGE>
     2.3 Compliance  with  Covenants,  Restrictions  and Building  Code.  Lessor
warrants that any  improvements  (other than those  constructed  by Lessee or at
Lessee's  direction)  on or in the  Premises  which  have  been  constructed  or
installed  by Lessor or with  Lessor's  consent or at Lessor's  direction  shall
comply with all applicable  covenants or  restrictions  of record and applicable
building codes,  regulations and ordinances in effect on the Commencement  Date.
Lessor  further  warrants to Lessee that  Lessor has no  knowledge  of any claim
having been made by any  governmental  agency that a violation or  violations of
applicable building codes,  regulations,  or ordinances exist with regard to the
Premises as of the  Commencement  Date. Said  warranties  shall not apply to any
Alterations or Utility Installations (defined in Paragraph 7.3(a)) made or to be
made by Lessee.  if the  Premises  do not comply  with said  warranties,  Lessor
shall,  except as ottrerwise  provided in this Lease,  promptly after receipt of
written   notice  from  Lessee  given  within  six  (6)  months   following  the
Commencement  Date and setting forth with  specificity  the nature and extent of
such non-compliance, take such action, at Lessor's expense. as may be reasonable
or appropriate to rectify the non-compliance.  Lessor makes no warranty that lie
Permitted Use :.n Paragraph 1.8 is permitted for the Premises  under  Applicable
Laws (as defined in Paragraph 2.4).

     2.4  Acceptance of Premises.  Lessee hereby  acknowledges:  (a) that it has
been advised by the Broker(s) to satisfy itself with respect to the condition of
the Premises  (including  but not limited to the  electrical  and fire sprinkler
systems,  security,  environmental aspects, seismic and earthquake requirements,
and compliance with the Americans with  Disabilities Act and applicable  zoning.
municipal,  county,  state and federal laws,  ordinances and regulations and any
covenants or restrictions of record  (collectively,  "Applicable  Laws") and the
present and future  suitability  of the Premises for Lessee's  intended use; (b)
that Lessee has made such  investigation as it deems necessary with reference to
such  matters,   is  satisfied   with   reference   thereto,   and  assumes  all
responsibility  therefore  as the  same  relate  to  Lessee's  occupancy  of the
Premises and/or the terms of this Lease; and (c) that neither Lessor, nor any of
Lessor's agents, has made any oral or written representations or warranties with
respect to said matters other than as set forth in this Lease.

     2.5 Lessee as Prior  Owner/occupant.  The warranties made by Lessor in this
Paragraph 2 shall be of no force or effect if immediately  prior to the date set
forth in Paragraph 1.1 Lessee was the owner or occupant of the Premises. In such
event,   Lessee  shall,   at  Lessee's  sole  cost  and  expense,   correct  any
noncompliance of~e Premises with said warranties. Initials: ______________
<PAGE>
     2.6  Vehicle  Parking.  Lessee  shall  be  entitled  to use the  number  of
Unreserved  Parking Spaces and Reserved  Parking  Spaces  specified in Paragraph
1.2(b) on those  portions of the Common  Areas  designated  from time to time by
Lessor for parking.  Lessee shall not use more parking  spaces than said number.
Said  parking  spaces  shall be used for  parking  by  vehides  no  larger  than
full-size passenger automobiles or pick-up trucks, herein called "Permitted Size
Vehicles."  Vehicles  other than  Permilted  Size  Vehicles  shall be parked and
loaded or  unloaded  as  directed  by Lessor  in the Rules and  Regulations  (as
defined in Paragraph 40) issued by Lessor. (Also see Paragraph 2.9.)

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

          (b) If Lessee  permits  or  allows  any of the  prohibited  activities
described  in this  Paragraph  2.6,  then Lessor  shall have the right,  without
notice,  in addition  'to such other rights and  remedies  that it may have,  to
remove or tow away the  vehicle  involved  and charge the cost to Lessee,  which
cost shall be Immediately payable upon demand by Lessor.



                                       4
<PAGE>
          (c) Lessor shall at the Coinmencement Date of this Lease,  provide the
parking facilities required by Applicable Law.

     2.7 Common Areas -'  Definition.  The term "Common Areas" is defined as all
areas and facilities  outside the Premises and within the exterior boundary line
of the industrial  Center and interior utility raceways within the Premises that
are  provided  and  designated  by the Lessor  from time to time for the general
non-exclusive  use of Lessor,  Lessee and other lessees of the industrial Center
and their respective employees, suppliers, shippers, customers,  contractors and
invitees,  including  parking areas,  loading and unloading areas,  trash areas,
roadways, sidewalks, walkways, parkways, driveways and landscaped areas.

     2.8 Common Areas -~ Lessee's  Rights.  Lessor hereby grants to Lessee,  for
the  benefit  of Lessee and its  employees,  suppliers,  shippers,  contractors,
customers and invitees,  during the term of this Lease, the non-exclusive  right
to use,  in common with others  entitled to such use,  the Common  Areas as they
exist from time to time, subject to any rights,  powers, and privileges reserved
by Lessor under the terms hereof or under the terms of any rules and regulations
or  restrictions   governing  the  use  of  the  industrial  Center.   Under  no
circumstances  shall the right herein  granted to use the Common Areas be deemed
to include the right to store any property,  temporarily or permanently,  in the
Common  Areas.  Any such storage  shall be permitted  only by the prior  written
consent of Lessor or Lessor's  designated agent, which consent may be revoked at
any time.  in the event that any  unauthorized  storage  shall occur then Lessor
shall have the right,  without  notice,  in  addition  to such other  rights and
remedies that it may have, to remove the property and charge the cost to Lessee,
which cost shall be immediately payable upon demand by Lessor.

     2.9 Common Areas Rules and  Regulations.  Lessor or such other person(s) as
Lessor may appoint shall have the exclusive control and management of the Common
Areas and shall have the rtght, from time to time, to establish,  modify,  amend
and enforce  reasonable Rules and Regulations with respect thereto in accordance
with  Paragraph  40. Lessee agrees to abide by and conform to all such Rules and
Regulations,  and  to  cause  its  employees,  suppliers,  shippers,  customers,
contractors  and  invitees  to  so  abide  and  conform.  Lessor  shall  not  be
responsible to Lessee for the non-compliance  with said rules and regulations by
other lessees of the Industrial Center.

     2.10 Common Areas - Changes.  Lessor shall have the right, in Lessor's sole
discretion, from time to time:

          (a)  To  make  changes  to  the  Common  Areas,   including,   without
limitation,  changes  in the  location,  size,  shape and  number of  driveways,
entrances,  parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, walkways and utility raceways;

          (b) To close  temporarily  any of the  Common  Areas  for  maintenance
purposes so long as reasonable access to the Premises remains available;

          (c) To designate  other land outside the  boundaries of the Industrial
Center to be a part of the Common Areas;

          (d) To add additional buildings and improvements to the Common Areas;

         (e)  To use  the  Common  Areas  while  engaged  in  making  additional
improvements,  repairs or alterations to the Industrial  Center,  or any portion
thereof; and

          (f) To do and perform such other acts and make such other  changes in,
     to or with respect to the Common Areas and Industrial Center as Lessor may,
     in the exercise of sound business judgment, deem to be appropriate.



                                       5
<PAGE>
3.   Term.

     3.1 Term. The Commencement Date,  Expiration Date and Original Term of this
Lease are as specified in Paragraph 1.3.

     3.2 Early Possession. If an Early Possession Date is specified in Paragraph
1.4 and if Lessee  totally or partially  occupies  the Premises  after the Early
Possession Date but prior to the  Commencement  Date, the obligation to pay Base
Rent shall be abated for the period of such early occupancy.  All other terms of
this  Lease,  however,  (including  but not  limited to the  obligations  to pay
Lessee's  Share of Common Area  Operating  Expenses  and to carry the  insurance
required by Paragraph 8) shall be in effect  during such period.  Any such early
possession  shall not affect nor advance  the  Expiration  Dale of the  Original
Term.

     3.3 Delay in Possession. If for any reason Lessor cannot deliver possession
of the Premises to Lessee by the Early  Possession  Date, if one is specified in
Paragraph 1.4, or if no Early Possession Date is specified,  by the Commencement
Date,  Lessor  shall not be subject to any  liability  therefor,  nor shall such
failure  affect  the  validity  of this  Lease,  or the  obligations  of  Lessee
hereunder, or extend the term hereof, but in such case, Lessee shall not, except
as  otherwise  provided  herein,  be  obligated to pay rent or perform any other
obligation  of Lessee  under  the  terms of this  Lease  until  Lessor  delivers
possession  of the  Premises to Lessee.  If  possession  of the  Premises is not
delivered to Lessee within sixty (60) days after the Commencement  Date,  Lessee
may,  at its option,  by notice in writing to Lessor  within ten (10) days after
the end of said sixty (80) day period,  cancel  this  Lease,  in which event the
Parties shall be discharged from all obligations  hereunder;  provided  further,
however,  that if such written notice of Lessee is not received by Lessor within
said ten (10) day period,  Lessee's right to cancel this Lease  hereunder  shall
terminate  and be of no  further  force or  effect.  Except as may be  otherwise
provided,  and  regardless  of when the Original  Term  actually  commences,  if
possession is not tendered to Lessee when required by this Lease and Lessee does
not terminate this Lease, as aforesaid, the period free of the obligation to pay
Base Rent,  if any, ~at Lessee would  otherwise  have enjoyed shall run from the
date of delivery of  possession  and  continue  for a period equal to the period
during which U'e Lessee wo~~ ha~e  oo~erw'se  e~~o~ert vn~e~ '~e 'eP. m~ ~t'sol,
b~ m"nu~ an~ day~ oP. de~ay cause~ by the acts, changes or omissIons of Lessee.

 4.  Rent.

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

     4.2 Common Area Operating  Expenses.  Lessee shall pay to Lessor during the
term  hereof,  in addition to the Base Rent,  Lessee's  Share (as  specified  in
Paragraph 1.6(b)) of all Common Area Operating Expenses, as hereinafter defined,
during each  calendar  year of the term of this Lease,  in  accordance  with the
following provisions:

          (a) "Common Area Operating Expenses" are defined, for purposes of this
Lease,  as all costs incurred by Lessor  relating to the ownership and operation
of the Industrial Center, including, but not limited to, the following:



                                       6
<PAGE>
              (I) The operation,  repair and maintenance,  in neat,  clean, good
order and condition, of the following:

                   (aa) The Common Areas,  including parking areas,  loading and
unloading  areas,  trash  areas,  roadways,   sidewalks,   walkways,   parkways,
driveways,  landscaped areas, striping, bumpers, irrigation systems, Common Area
lighting facilities, fences and gates, elevators and roof.

                   (bb) Exterior signs and any tenant directories.

                   (cc) Fire detection and sprinkler systems.

              (ii) The cost of water,  gas,  electridly and telephone to service
the Common Areas.

               (iii) Trash disposal,  property  management and security services
and the costs of any environmental inspections.

              (iv)  Reserves  set aside  for  maintenance  and  repair of Common
Areas.

               (v) Real Property Taxes (as defined in Paragraph 10.2) to be paid
by Lessor for the Building and the Common Areas under Paragraph 10 hereof.

               (vi)  The  cost  of  the  premiums  for  the  insurance  policies
          maintained by Lessor under Paragraph 8 hereof.

               (vii) Any  deductible  portion of an insured loss  concerning the
Building or the Common Areas.

               (viii)  Any other  services  to be  provided  by Lessor  that are
stated elsewhere in this Lease to be a Common Area Operating Expense.

     (b) Any Common Area  Operating  Expenses and Real  Property  Taxes that are
specifically  attributable  to the  Building  or to any  other  building  in the
Industrial Center or to the operation,  repair and maintenance thereof, shall be
allocated  entirely to the  Building  or to such other  building.  However,  any
Common Area Operating Expenses and Real Property Taxes that are not specifically
attributable  to the  Building  or to any other  building  or to the  operation,
repair and maintenance  thereof,  shall be equitably  allocated by Lessor to all
buildings in the Industrial Center.

          (c) The  inclusion of the  improvements,  facilities  and services set
forth in  Subparagraph  4.2(a) shall not be deemed to impose an obligation  upon
Lessor to either  have said  improvements  or  facilities  or to  provide  those
services  unless the  Industrial  Center  already has the same,  Lessor  already
provides the services,  or Lessor has agreed  elsewhere In this Lease to provide
the same or some of them.

          (d) Lessee's Share of Common Area Operating  Expenses shall be payable
by Lessee within ten (10) days after a reasonably  detailed  statement of actual
expenses is  presented  to Lessee by Lessor.  At Lessor's  option,  however,  an
amount may be estimated by Lessor from time to time of Lessee's  Share of annual
Common  Area  Operating  Expenses  and the same  shall  be  payable  monthly  or
quarterly,  as Lessor shall designate,  during each 12-month period of the Lease
term, on the same day as the Base Rent is due hereunder. Lessor shall deliver to
Lessee  within  sixty (60) days after the  expiration  of each  calendar  year a
reasonably  detailed  statement showing Lessee's Share of the actual Common Area
Operating  Expenses  incurred  during the preceding  year. If Lessee's  payments
under this Paragraph 4.2(d) during said preceding year exceed
<PAGE>
Lessee's  Share as  indicated  on said  statement,  Lessee shall be credited the
amount of such  over-payment  against  Lessee's  Share of Common Area  Operating
Expenses next becoming '~ue. If Lessee's  payments  under this Paragraph  4.2(d)
during said  preceding  year were less than Lessee's  Share as indicated on said
statement,  Lessee shall pay to Lessor the amount of the  deficiency  within len
(10) days after delivery by Lessor to Lessee of said statement.

     5  Security  Deposit.  Lessee  shall  deposit  with  Lessor  upon  Lessee's
execution hereof the Security Deposit set forth in Paragraph 1.7 as security for
Lessee's  faithful  performance  of Lessee's  obligations  under this Lease.  If
Lessee  fails to pay Base  Rent or  other  rent or  charges  due  hereunder,  or
otherwise  Defaults under this Lease (as defined in Paragraph 13.1),  Lessor may
use, apply or retain all or any portion of said Security Deposit for the payment
of any amount due Lessor or to reimburse or compensate Lessor for any liability,
cost,  expense,  loss or damage  (including  attorneys'  fees) which  Lessor may
suffer or incur by reason thereof.  If Lessor uses or applies all or any portion
of said  Security  Deposit,  Lessee  shall  within ten (10) days  after  written
request therefor deposit monies with Lessor  sufficient to restore said Security
Deposit  to the full  amount  required  by this  Lease.  Any time the Base  Reot
increases during the term of this Lease, Lessee shall, upon written request from
Lessor,  deposit  additional  monies with Lessor as an addition to the  Security
Deposit so that the,  total  amount of the Security  Deposit  shall at all times
bear the same  proportion to the then current Base Rent as the initial  Security
Deposit bears to the initial Base Rent set forth in Paragraph 1.5.  Lessor shall
not be required to keep all or any part of the Security  Deposit  separate  from
its general accounts.  Lessor shall, at the expiration or earlier termination of
the term hereof and after Lessee has vacated the Premises, return to Lessee (or,
at Lessor's option, to the last assignee,  if any, of Lessee's interest herein),
that  portion of the  Security  Deposit  not used or  applied by Lessor.  Unless
otherwise expressly agreed in writing by Lessor, no part of the Security Deposit
shall be considered to be held in trust, to bear interest or other increment for
its use,  or to be  prepayment  for any  monies 10 be paid by Lessee  under this
Lease.

6.   Use.

     6.1  Permitted Use.

         (a) Lessee shall use and occupy the Premises only for the Permitted Use
set  forth in  Paragraph  1.8,  or any  other  legal  use  which  is  reasonably
comparable thereto, and for no other purpose. Lessee shall not use or permit the
use of the Premises in a manner that is unlawful,  creates  waste or a nuisance,
or that disturbs owners andJor occupants of, or causes damage to the Premises or
neighboring premises or properties.

     (b) Lessor hereby agrees to not unreasonably  withhold or delay its consent
to any written  request by Lessee,  Lessee's  assignees  or  subtenants,  and by
prospective  assignees and subtenants of Lessee,  its assignees and  subtenants,
for a  modification  of said  Permitted Use, so long as the same will not impair
the structural  integrity of the improvements on the Premises or in the Building
or the mechanical or electrical systems therein,  does not conflict with uses by
other  lessees,  is not  significantly  more  burdensome  to the Premises or the
Building and the improvements  thereon, and is otherwise permissible pursuant to
this Paragraph 6. If Lessor elects to withhold such consent, Lessor shall within
five (5) business days after such request give a written  notification  of same,
which notice shall include an explanation of Lessor's  reasonable  objections to
the change in use.



                                       7
<PAGE>
     6.2  Hazardous Substances.

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

     (b) Duty to Inform  Lessor.  If Lessee knows,  or has  reasonable  cause to
believe,  that a Hazardous  Substance  has come to be located  in, on,  under or
about the Premises or the  Building,  other than as  previously  consented to by
Lessor,  Lessee shall  immediately give Lessor written notice thereof,  together
with a copy of any statement, report, notice, registration, application, permit,
business plan, license, claim, action, or proceeding given to, or received from,
any  governmental  authority or private party  concerning  the presence,  spill.
release,  discharge of, or exposure to, such ilazardous  Substance including but
not  limited to all such  documents  as may be involved  in any  Reportable  Use
involving the Premises. Lessee shall not cause or permit any Hazardous Substance
to be  spilled  or  released  in, on,  under or about the  Premises  (including,
without limitation, through the plumbing or sanitary sewer system).

     (c)  Indemnification.  Lessee  shall  indemnity,  protect,  defend and hold
Lessor,  its agents,  employees,  lenders  and ground  lessor,  if any,  and the
Premises, harmless from and against any and all damages, liabilities, judgments,
costs, claims, liens,  expenses,  penalties,  loss of permits and attorneys' and
consultants'  fees arising out of or Involving any Hazardous  Substance  brought
onto the Premises by or for Lessee or by anyone under Lessee's control. Lessee's
obligations  under this Paragraph  6.2(c) shall include,  but not be limited to,
the  effects  of  any  contamination  or  injury  to  person,  property  or  the


                                       8
<PAGE>
environment  created  or  suffered  by  Lessee,  and the  cost of  investigation
(including consultants' and attorneys' fees and testing), removal,  remediation,
restoration and/or abatement thereof, or of any contamination  therein involved,
and shall  survive the  expiration  or earlier  termination  of this  Lease.  No
termination, cancellation or release agreement entered into by Lessor and Lessee
shall  release  Lessee  from  its  obligations   vn~e1  '~s  ~eas~  ~  'esp~ct'0
\\az~d'o'u~  S'o~sta~tes,  ~n'e~  ~pec'1'ca~ ~o agTeed by ~e~~or 'n ~(~ng a' '~e
Yime ol ~ agreemen~.

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

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

7.   Maintenance, RepaIrs, Utility Instaliations, Trade Fixtures and Alterations

     7.1 Lessee's ObligatIons.

     (a)  Subject  to  the  provisions  of  Paragraphs  2.2   (Condition),   2.3
(Compliance  with  Covenants,  Restrictions  and Building  Code),  7.2 (Lessor's
Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at
Lessee's  sole cost and expense and at all times,  keep the  Premises  and every
part thereof in good order, condition and repair (whether or not such portion of
the  Premises  requiring  repair,  or the  means  of  repairing  the  same,  are
reasonably or readily accessible to Lessee, and whether or not the need for such
repairs  occurs as a result of Lessee's  use, any prior use, the elements or the


                                        9
<PAGE>
age of such portion of the Premises), including, without limiting the generality
of the foregoing, all equipment or facilities specifically serving the Premises,
such as plumbing, heating, air conditioning,  ventilating,  electrical, lighting
facilities, boilers, fired or unfired pressure vessels, fire hose connections if
within the Premises,  fixtures,  interior walls,  interior  surfaces of exterior
walls,  ceilings,  floors,  windows,  doors,  plate glass,  and  skylights,  but
excluding any items which are the responsibility of Lessor pursuant to Paragraph
7.2 below. Lessee, in keeping the Premises in good order,  condition and repair,
shall  exercise and perform good  maintenance  practices.  Lessee's  obligations
shall include restorations,  replacements or renewals when necessary to keep the
Premises and all improvements thereon or a part thereof in good order, condition
and state of repair.

     (b) Lessee shall, at Lessee's sole cost and expense, procure and maintain a
contract,  with copies to Lessor, in customary form and substance for and with a
contractor  specializing  and  experienced in the  inspection,  maintenance  and
service  of the  heating,  air  conditioning  and  ventilation  system  for  the
Premises.  However, Lessor reserves the right, upon notice to Lessee, to procure
and maintain the contract for the  heating,  air  conditioning  and  ventilating
systems,  and if Lessor so elects,  Lessee shall reimburse Lessor,  upon demand,
for the cost thereof.

     (c) If Lessee fails to perform  Lessee's  obligations  under this Paragraph
7.1,  Lessor may enter upon the  Premises  after ten (10)  days'  prior  written
notice to Lessee  (except in the case of an  emergency,  in which case no notice
shall be required),  perform such  obligations on Lessee's  behalf,  and put the
Premises in good order,  condition and repair, in accordance with Paragraph 13.2
below.  7.2 Lessor's  Obligations.  Subject to the  provisions of Paragraphs 2.2
(Condition),  2.3 (Compliance  with Covenants,  Restrictions and Building Code),
4.2 (Common Area Operating  Expenses),  6 (Use), 7.1 (Lessee's  Obligations),  9
(Damage or Destruction), and 14 (Condemnation), Lessor, subject to reimbursement
pursuant to Paragraph  4.2,  shall keep in good order,  condition and repair the
foundations,  exterior walls,  structural  condition of interior  bearing walls,
extefior  roof,  fire  sprinkler  and/or  standpipe  and hose (if located in the
Common Areas) or other automatic fire extinguishing  system including fire alarm
and/or smoke detection syttems and equipment, fire hydrants, parking lots,



<PAGE>
walkways, parkways,  driveways,  landscaping,  fences, signs and utility systems
serving  the  Common  Areas  and all parts  thereof,  as well as  providing  the
services  for which  there is a Con'~non  Area  Operating  Expense  pursuant  to
Paragraph  4.2.  Lessor shall not be obligated to paint the exterior or interior
surfaces of exterior walls nor shall Lessor be obligated to maintain,  repair or
replace windows,  doors or plate glass of the Premises.  Lessee expressly waives
the benefit of any  statute now or  hereafter  In effect  which would  otherwise
afford Lessee the right to make repairs at Lessor's expense or to terminate this
Lease  because of Lessor's  failure to keep the Building,  Industrial  Center or
Common Areas in good order, condition and repair.

     7.3  Utility InstallatIons, Trade Fixtures, Alterations,

          (a) Definitions; Consent Required. The term "Utility installations" is
used in  this  Lease  to  refer  to all  air  lines,  power  panels,  electrical
distributi6n,   security,  fire  protection  systems,   communications  systems,
lighting  fixtures,   heating,   ventilating  and  air  conditioning  equipment,
plumbing,  and fencing in, on or about the Premises.  The term "Trade  Fixtures"
shall mean Lessee's  machinery and equipment  which can be removed without doing
material  damage  to  the  Premises.  The  term  "Alterations"  shall  mean  any
modification  of the  improvements  on the Premises which are provided by Lessor
under  the  terms of this  Lease,  other  than  Utility  Installations  or Trade


                                       10
<PAGE>
Fixtures. "Lessee-Owned Alterations and/or Utility Installations" are defined as
Alterations  and/or Utility  Installations made by Lessee that are not yet owned
by Lessor  pursuant to Paragraph  7.4(a).  Lessee shall not make nor cause to be
made any  Alterations  or  Utility  Installations  in,  on,  under or about  the
Premises  without  Lessor's prior written  consent.  Lessee may,  however,  make
non-structural  Utility Installations to the interior of the Premises (excluding
the roof) without  Lessor's  consent but upon notice to Lessor,  so long as they
are not visible  from the outside of the  Premises,  do not involve  puncturing,
relocating  or  removing  the  roof  or  any  existing  walls,  or  changing  or
interfering with the fire sprinkler or fire detection systems and the cumulative
cost  thereof  during  the  term of this  Lease  as  extended  does  not  exceed
$2,500.00.

     (b) Consent.  Any  Alterations or Utility  Installations  that Lessee shall
desire to make and which require the consent of the Lessor shall be presented to
Lessor in  written  form with  detailed  plans.  All  consents  given by Lessor,
whether by virtue of Paragraph 7.3(a) or by subsequent  specific consent,  shall
be deemed  conditioned  upon:  (i) Lessee's  acquiring  all  applicable  permits
required by  governmental  authorities;  (ii) the  furnishing  of copies of such
permits together with a copy of the plans and  specifications for the Alteration
or Utility Installation to Lessor prior to commencement of the work thereon; and
(iii) the  compliance by Lessee with all  conditions of said permits in a prompt
and  expeditious  manner.  Any  Alterations or Utility  Installations  by Lessee
during the term of this Lease  shall be done in a good and  workmanlike  manner,
with good and  sufficient  materials,  and be in compliance  with all Applicable
Requirements.  Lessee shall promptly upon completion thereof furnish Lessor with
as-built plans and specifications  therefor.  Lessor may (but without obligation
to do  so)  condition  its  consent  to  any  requested  Alteration  or  Utility
Installation that costs $2,500.00 or more upon Lessee's  providing Lessor with a
lien and  completion  bond in an  amount  equal to one and  one-half  times  the
estimated cost of such Alteration or Utility Installation.

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

     7.4  Ownership, Removal, Surrender, and Restoration.

     (a)  Ownership.  Subject to Lessor's  right to require their removal and to
cause  Lessee to become  the  owner  thereof  as  hereinafter  provided  in this
Paragraph 7.4, all Alterations and Utility Installations made to the Premises by
Lessee  shall be the property of and owned by Lessee,  but  considered a part of
the  Premises.  Lessor may,  at any time and at its option,  elect in writing to
Lessee  to be  the  owner  of  all or any  specified  part  of the  Lessee-Owned
Alterations  and  Utility   Installations.   Unless  otherwise   instructed  per
Subparagraph   7.4(b)  hereof,   all   Lessee-Owned   Alterations   and  Utility


                                       11
<PAGE>
Installations  shall,  at the  expiration or earlier  termination of this Lease,
become the property of Lessor and remain upon the  Premises  and be  surrendered
with the Premises by Lessee.

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

     (c)  SurrenderiRestoration,  Lessee shall surrender the Premises by the end
of the last day of the Lease term or any  earlier  termination  date,  clean and
free of debris  and in good  operating  order,  condition  and state of  repair,
ordinary  wear and tear  excepted.  Ordinary wear and tear shall not include any
damage or  deterioration  that would  have been  prevented  by good  maintenance
practice or by Lessee performing all of its obligations under this Lease. Except
as otherwise agreed or specified  herein,  the Premises,  as surrendered,  shall
include the  Alterations  and Utility  Installations.  The  obligation of Lessee
shall  include  the  repair  of  any  damage  occasioned  by  the  installation,
maintenance or removal of Lessee's Trade Fixtures,  furnishings,  equipment, and
Lessee-Owned  Alterations and Utility  Installations,  as well as the removal of
any storage tank installed by or for Lessee,  and the removal,  replacement,  or
remediation of any soil, material or groundwater  contaminated by Lessee, all as
may then be required by Applicable  Requirements and/or good practice.  Lessee's
Trade  Fixtures  shall  remain  the  property  of Lessee and shall be removed by
Lessee  subject to its  obligation  to repair and restore the  Premises per this
Lease.

8.   insurance; Indemnity,

     8.1 Payment of Premiums.  The cost of premiums for the  insurance  policies
maintained  by Lessor  under this  Paragraph 8 shall be a Common Area  Operating
Expense pursuant to Paragraph 4.2 hereof. Premiums for policy periods commencing
prior to, or  extending  beyond,  the term of this Lease  shall be  prorated  to
coincide with the corresponding Commencement Date or Expiration Date.

     8.2  Liability insurance.

     (a) Carried by Lessee.  Lessee  shall  obtain and keep in force  during the
term of this Lease a Commercial General Liability policy of insurance protecting
Lessee,  Lessor and any  Lender(s)  whose names have been  provided to Lessee in
writing (as additional  insureds)  against  claims for bodily  injury,  personal
injury  and  property  damage  based  upon,  involving  or  arising  out  of the
ownership,  use,  occupancy  or  maintenance  of  the  Premises  and  all  areas
appurtenant  thereto.  Such insurance shall be on an occurrence  basis providing
single limit coverage in an amount not less than  $1,000,000 per occurrence with
an "Additional  Insured-Managers or Lessors of Premises" endorsement and contain
the  "Amendment of the  Pollution  Exclusion"  endorsement  for damage caused by
heat,  smoke or fumes from a hostile  fire.  The policy  shall not  contain  any
intra-insured exclusions as between insured persons or organizations,  but shall
include coverage for liability assumed under this Lease as an "Insured contract"
for the  performance of Lessee's  indemnity  obligations  under this Lease.  The
limits of said  insurance  required by this Lease or as carried by Lessee  shall
not, however, limit the liability of Lessee nor relieve Lessee of any obligation
hereunder.  All  insurance  to be carried by Lessee  shall be primary to and not
contributory with any similar insurance carried by Lessor, whose insurance shall
be considered excess insurance only.

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

                                       12
<PAGE>
     8.3 Property insurance.Building, improvements and Rental Value.

     (a) Building and Improvements. Lessor shall obtain and keep in force during
the term of this Lease a policy or  policies  in the name of  Lessor,  with loss
payable to Lessor and to any Lender(s),  insuring  against loss or damage to the
Premises.  Such insurance shall be for full replacement  cost, as the same shall
exist from time to time,  or the amount  required  by any  Lender(s),  but in no
event  more than the  commercially  reasonable  and  available  insurable  value
thereof if, by reason of the unique nature or age of the improvements  involved,
such latter amount is less than full replacement cost. Lessee-Owned  Alterations
and Utility  Installalions,  Trade Fixtures and Lessee's personal property shall
be insured by Lessee pursuant to Paragraph 8.4. If the coverage is available and
commercially  appropriate,  Lessor's policy or policies shall insure against all
risks of direct  physical  loss or damage  (except  the  perils of flood  and/or
earthquake unless required by a Lender),  including  coverage for any additional
costs  resulting from debris removal and reasonable  amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement
of any undamaged  sections of the Building  required to be demolished or removed
by reason of the enforcement of any building, zoning, safety or land use laws as
the result of a covered loss,  but not  including  plate glass  insurance.  Said
policy or policies shall also contain an agreed  valuation  provision in lieu of
any co-insurance clause,  waiver of subrogation,  and inflation guard protection
causing an increase in the annual property insurance coverage amount by a factor
of not less than the adjusted U.S.  Department of Labor Consumer Price Index for
All Urban Consumers for the dty nearest to where the Premises are located.

     (b) Rental  Value.  Lessor  shall also obtain and keep in force  during the
term of this Lease a policy or policies in the name of Lessor, with loss payable
to Lessor  and any  Lender(s),  insuring  the loss of the full  rental and other
charges payable by all lessees of the Building to Lessor for one year (including
all Real Property Taxes, insurance costs, all Common Area Operating Expenses and
any scheduled  rental  increases).  Said insurance may provide that in the event
the Lease is terminated  by reason of an insured  loss,  the period of indemnity
for such coverage shall be extended beyond the date of the completion of repairs
or  replacement  of the Premises,  to provide for one full year's loss of rental
revenues from the date of any such loss.  Said insurance shall contain an agreed
valuation  provision  in lieu of any  co-insurance  clause,  and the  amount  of
coverage shall be adjusted annually to reflect the projected rental income, Real
Property Taxes,  insurance premium costs and other expenses,  if any,  otherwise
payable,  for the next 12-month  period.  Common Area  Operating  Expenses shall
include any deductible amount in the event of such loss.

     (c)  Adjacent  Premises.  Lessee shall pay for any increase in the premiums
for the  property  insurance  of the  Building and for the Common Areas or other
buildings in the Industrial  Center if said increase is caused by Lessee's acts,
omissions, use or occupancy of the Premises.

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

     8.4 Lessee's Property  insurance.  Subject to the requirements of Paragraph
8.5, Lessee at its cost shall either by separate policy or, at Lessor's  option,
by endorsement to a policy already carried,  maintain  insurance coverage on all
of Lessee's personal property,  Trade Fixtures and Lessee-Owned  Alterations and
Utility  Installations in, on, or about the Premises similar in coverage to that
carried by Lessor as the Insuring Party under Paragraph  8.3(a).  Such insurance
shall  be  full  replacement  cost  coverage  with a  deductible  not to  exceed
$1,000.00 per occurrence.  The proceeds from any such insurance shall be used by
Lessee for the  replacement  of personal  property and the  restoration of Trade
Fixtures and Lessee-Owned  Alterations and Utility  Installations.  Upon request
from  Lessor,  Lessee  shall  provide  Lessor with  written  evidence  that such
insurance is In force.



                                       13
<PAGE>
     8.5 insurance Policies.  Insurance required hereunder shall be in companies
duly licensed to transact business in the ~state where the Premises are located,
and maintaining  during the policy term a "General  Policyholders  Rating" of at
least B+, V, or such other  rating as may be required by a Lender,  as set forth
in the most current issue of "Best's  Insurance  Guide."  Lessee shall not do or
permit  to be done  anything  which  shall  invalidate  the  insurance  policies
referred to in this  Paragraph 8. Lessee ~ be delivered to Lessor,  within seven
(7) days after the  earlier  of the Ea~iy  Possession  Date or the  Commencement
Date, certified copies of, or certificates  evidencing the existence and amounts
of, the insurance  required under Paragraph 8.2(a) and 8.4. No such policy shall
be  cancelable or subject to  modification  except after thirty (30) days' prior
written  notice to Lessor.  Lessee  shall at least thirty (30) days prior 10 the
expiration  of such  policies,  furnish  Lessor  with  evidence  of  renewals or
"insurance  binders"  evidencing  renewal  thereof,  or Lessor  may  order  such
insurance  and charge the cost thereof to Lessee,  which amount shall be payable
by Lessee to Lessor upon demand.

     8.6 Waiver of Subrogation.  Without affecting any other rights or remedies,
Lessee and Lessor  each hereby  release  and relieve the other,  and waive their
entire  right to recover  damages  (whether in contract or in tort)  against the
other,  for loss or damage to their  property  arising out of or incident to the
perils  required to be insured  against  under  Paragraph  8. The effect of such
releases and waivers of the right to recover damages shall not be limited by the
amount of  insurance  carried  or  required,  or by any  deductibles  applicable
thereto.  Lessor and Lessee agree to have their respective  insurance  companies
issuing  property  damage  insurance  waive any right to  subrogation  that such
companies may have against Lessor or Lessee,  as the case may be, so long as the
insurance is not invalidated thereby.

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

     8.8  Exemption  of Lessor from  Liability.  Lessor  shall not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee,  Lessee's  employees,  contractors,  invitees,  customers,  or any other
person in or about the  Premises,  whether such damage or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or from the breakage,
leakage,  obstruction  or  other  defects  of  pipes,  fire  sprinklers,  wires,
appliances,  plumbing,  air conditioning or lighting fixtures, or from any other
cause,  whether said injury or damage results from  conditions  arising upon the
Premises or upon other  portions of the  Building  of which the  Premises  are a
part, from other sources or places,  and regardless of whether the cause of such
damage or injury or the means of repairing the same is accessible or not. Lessor
shall not be liable for any damages arising from any act or neglect of any other
lessee of Lessor nor from the failure by Lessor to enforce the provisions of any
other lease in the Industrial  Center.  Notwithstanding  Lessor's  negligence or
breach of this Lease,  Lessor shall under no  circumstances be liable for injury
to Lessee's business or for any loss of income or profit therefrom.



                                       14
<PAGE>
9.    Damage or Destruction.

     9.1 Definitions.

         (a) "Premises  Partial  Damage" shall mean damage or destruction to the
Premises,  other than Lessee-Owned  Alterations and Utility  Installations,  the
repair cost of which damage or  destruction  is less than fifty percent (50%) of
the tl~en Replacement Cost (as defined in sub-paragraph  9.1(d)) of the Premises
(excluding   Lessee-Owned   Alterations  and  Utility  Installations  and  Trade
Fixtures) immediately prior to such damage or destruction.

          (b) "Premises Total  Destruction"  shall mean damage or destruction to
the Premises, other than Lessee-Owned Alterations and Utility Installations, the
repair cost of which damage or destruction is fifty percent (50%) or more of the
then Replacement Cost of the Premises  (excluding  Lessee-Owned  Alterations and
Utility  Installations  and Trade Fixtures)  immediately prior to such damage or
destruction.  In addition,  damage or  destruction  to the Building,  other than
Lessee-Owned  Alterations  and Utility  Installations  and Trade Fixtures of any
lessees  of the  Building,  the cost of which  damage  or  destruction  is fifty
percent  (50%)  or more of the then  Replacement  Cost  (excluding  Lessee-Owned
Alterations and Utility  Installations  and Trade Fixtures of any lessees of the
Building)  of the  Building  shall,  at the  option of  Lessor,  be deemed to be
Premises Total Destruction.

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

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

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

     9.2 Premises  Partial Damage insured Loss. If Premises  Partial Damage that
is an Insured Loss occurs,  then Lessor shall, at Lessor's expense,  repair such
damage (but not Lessee's Trade Fixtures or Lessee-Owned  Alterations and Utility
Installations)  as soon as reasonably  possible and this Lease shall continue in
full force and  effect.  In the  event,  however,  that  there is a shortage  of
insurance  proceeds and such  shortage is due to the fact that, by reason of the
unique  nature  of the  improvements  in the  Premises,  full  replacement  cost
insurance coverage was not commercially  reasonable and available,  Lessor shall
have no  obligation  to pay for the shortage In  insurance  proceeds or to fully
restore the unique aspects of the Premises  unless Lessee  provides  Lessor with
the funds to cover same,  or adequate  assurance  thereof,  within ten (10) days
following  receipt of written notice of such shortage and request  therefor.  If
Lessor  receives said funds or adequate  assurance  thereof within said ten (10)
day period,  Lessor shall complete them as soon as reasonably  possible and this
Lease  shall  remain in full force and effect.  If Lessor does not receive  such
funds or assurance within said period,  Lessor may nevertheless elect by written
notice to Lessee within ten (10) days  thereafter to make such  restoration  and
repair  as is  commercially  reasonable  with  Lessor  paying  any  shortage  in
proceeds,  in which case this Lease shall  remain in full force and  effect.  If
Lessor does not receive such funds or assurance within such ten (10) day period,
and if Lessor  does not so elect to restore  and  repair,  then this Lease shall
terminate sixty (60) days following the occurrence of the damage or destruction.


                                       15
<PAGE>
Unless  otherwise   agreed,   Lessee  shall  in  no  event  have  any  right  to
reimbursement from Lessor for any funds contributed by Lessee to repair any such
damage or destruction.  Premises Partial Damage due to flood or earthquake shall
be subject to Paragraph 9.3 rather than this Paragraph 9 2, notwithstanding that
there may be some insurance coverage, but the net proceeds of any such insurance
shall be made available for the repairs if made by either Party.

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

     9.4 Total  Destruction.  Notwithstanding  any other  provision  hereof,  if
Premises Total  Destruction  occurs  (including any destruction  required by any
authorized  public  authority),  this  Lease  shall  terminate  sixty  (60) days
following the date of such Premises Total Destruction, whether or not the damage
or destruction is an Insured Loss or was caused by a negligent or willful act of
Lessee.  In the event,  however,  that the damage or  destruction  was caused by
Lessee,  Lessor  shall have the right to recover  Lessor's  damages  from Lessee
except as released and waived in Paragraph 9.7.

     9.5 Damage Near End of Term.  If at any time during the last six (6) months
of the term of this Lease  there is damage for which the cost to repair  exceeds
one month's Base Rent,  whether or not an Insured Loss,  Lessor may, at Lessor's
option,  terminate  this Lease  effective  sixty (60) days following the date of
occurrence  of such  damage by  giving  written  notice  to  Lessee of  Lessor's
election to do so within  thirty (30) days after the date of  occurrence of such
damage.  Provided,  however, if Lessee at that time has an exercisable option to
extend this Lease or to purchase the  Premises,  then Lessee may  preserve  this
Lease by (a) exercising such option,  and (b) providing Lessor with any shortage
in insurance proceeds (or adequate assurance thereof) needed to make the repairs
on or before the  earlier of (I) the date which is ten (10) days after  Lessee's
receipt of Lessor's  written notice  purporting to terminate this Lease, or (ii)
the day  prior to the date upon  which  such  option  expires.  If  Lessee  duly
exercises  such option  during such  period and  provides  Lessor with funds (or
adequate assurance thereof) to cover any shortage in insurance proceeds,  Lessor
shall, at Lessor's  expense,  repair such damage as soon as reasonably  possible
and this Lease  shall  continue  in full force and  effect.  If Lessee  fails to
exercise  such option and provide  such funds or  assurance  during such period,
then this Lease shall  terminate as of the date set forth in the first  sentence
of this Paragraph 9.5.



                                       16
<PAGE>
     9.6 Abatement of Rent; Lessee's Remedies.

     (a) In the event of (I) Premises Partial Damage or (ii) Hazardous Substance
Condition  for which Lessee is not legally  responsible,  the Base Rent,  Common
Area Operating  Expenses and other charges,  if any, payable by Lessee hereunder
for the period during which such damage or condition, its repair, remediation or
restoration  continues,  shall be abated in  proportion  to the  degree to which
Lessee's  use of the Premises is  impaired,  but not in excess of proceeds  from
insurance required to be carried under Paragraph 8.3(b). Except for abatement of
Base  Rent,  Common  Area  Operating  Expenses  and other  charges,  if any,  as
aforesaid,  all other  obligations  of Lessee  hereunder  shall be  performed by
Lessee, and Lessee shall have no claim against Lessor for any damage suffered by
reason of any such damage, destruction, repair, remediation or restoration.

     (b) If Lessor shall be  obligated  to repair or restore the Premises  under
the provisions of this Paragraph 9 and shall not commence,  in a substantial and
meaningful  way, the repair or  restoration  of the Premises  within ninety (90)
days after such  obligation  shall accrue,  Lessee may, at any time prior to the
commencement of such repair or restoration, give written notice to Lessor and to
any Lenders of which Lessee has actual notice of Lessee's  election to terminate
this Lease on a date not less than sixty (60) days  following the giving of such
notice.  If Lessee  gives such notice to Lessor and such Lenders and such repair
or  restoration  is not commenced  within thirty (30) days after receipt of such
notice,  this Lease shall terminate as of the date specified in said notice.  If
Lessor or a Lender  commences the repair or restoration  of the Premises  within
thirty (30) days after the receipt of such notice,  this Lease shall continue in
full force and effect. "Commence" as

used In this Paragraph 9.6 shall mean either the unconditional  authorization of
the  preparation of the required  plans,  or the beginning of the actual work on
the Premises, whichever occurs first.

     9.7 Hazardous  Substance  Conditions.  If a Hazardous  Substance  Condition
occurs,  unless  Lessee is legally  responsible  therefor  (in which case Lessee
shall make the  investigation  and  remediation  thereof  required by Applicable
Requirements and this Lease shall continue in full force and ~ffect, but subject
to Lessor's rights under

Paragraph 6.2(c) and Paragraph 13), Lessor may, at Lessor's  option,  either (i)
investigate and remediate such hazardous Substance  Condition,  if required,  as
soon as reasonably possible at Lessor's expense, in which event this Lease shall
continue in full force and effect,  or (ii) if the estimated cost to investigate
and remediate  such  condition  exceeds  twelve (12) limes the then monthly Base
Rent or $100,000.00  whichever is greater,  give written notice to Lessee within
thirty (30) days after receipt by Lessor of knowledge of the  occurrence of such
Hazardous  Substance  Condition of Lessor's desire to terminate this Lease as of
the date sixty (60) days following the date of such notice.  In the event Lessor
elects to give such notice of Lessor's intention to terminate this Lease, Lessee
shall have the right  within ten (10) days after the  receipt of such  notice to
give written notice to Lessor of Lessee's commitment to pay for the excess costs
of (a)  investigation and remediation of such Hazardous  Substance  Condition to
the extent  required by  Applicable  Requirements,  over (b) an amount  equal to
twelve (12) times the then monthly Base Rent or $100,000,  whichever is greater.
Lessee shall provide  Lessor with the funds  required of Lessee or  satisfactory
assurance  thereof within thirty (30) days following said  commitment by Lessee.
In such event this Lease shall  continue  in full force and  effect,  and Lessor
shall proceed to make such  investigation  and remediation as soon as reasonably
possible after the required  funds are  available.  If Lessee does not give such
notice and provide  the  required  funds or  assurance  thereof  within the time
period specified  above,  this Lease shall terminate as of the date specified in
Lessor's notice of termination.



                                       17
<PAGE>
     9.8 Termination  Advance Payments.  Upon termination of this Lease pursuant
to this  Paragraph 9, Lessor shall return to Lessee any advance  payment made by
Lessee to Lessor and so much of Lessee's Security Deposit as has not been, or is
not then required to be, used by Lessor under the terms of this Lease.

     9.9 Waiver of  Statutes.  Lessor  and  Lessee  agree that the terms of this
Lease shall  govern the effect of any damage to or  destruction  of the Premises
and the Building with respect to the  termination of this Lease and hereby waive
the provisions of any present or future statute to the extent it is inconsistent
herewith.

10.  Real Property Taxes.

     10.1 Payment of Taxes. Lessor shall pay the Real Property Taxes, as defined
in Paragraph 10.2,  applicable to the Industrial Center, and except as otherwise
provided  in  Paragraph  10.3,  any  such  amounts  shall  be  included  in  the
calculation of Common Area Operating  Expenses in accordance with the provisions
of Paragraph 4.2.

     10.2 Real Property Tax Definition.  As used herein, the term "Real Property
Taxes"  shall  include  any  form of real  estate  tax or  assessment,  general.
special, ordinary or extraordinary.  and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance,  personal income
or estate taxes) imposed upon the Industrial  Center by any authority having the
direct  or  indirect  power  to  tax,  including  any  city,  state  or  federal
government,  or any school,  agricultural,  sanitary, fire, street, drainage, or
other  improvement  district  thereof,  levied  against  any legal or  equitable
interest of Lessor in the  Industrial  Center or any portion  thereof,  Lessor's
right to rent or other income therefrom, and/or Lessor's business of leasing the
Premises.  The term "Real Property Taxes" shall also include any tax, fee, levy,
assessment  or  charge,  or any  increase  therein,  Imposed by reason of events
occurring,  or changes in Applicable Law taking effect,  during the term of this
Lease,  including but not limited to a change In the ownership of the Industrial
Center or in the  improvements  thereon,  the  execution  of this Lease,  or any
modification,  amendment or transfer thereof, and whether or not contemplated by
the Parties.  In calculating Real Property Taxes for any calendar year, the Real
Property Taxes for any real estate tax year shall be included In the calculation
of Real  Property  Taxes for such  calendar  year  based upon the number of days
which such calendar year and tax year have in common.

     10.3  Additional  Improvements.  Common Area  Operating  Expenses shall not
include Real Property  Taxes  specified in the tax  assessor's  records and work
sheets as being caused by  additional  improvements  placed upon the  Industrial
Center by other lessees or by Lessor for the  exclusive  enjoyment of such other
lessees.  Notwithstanding  Paragraph 10.1 hereof,  Lessee shall, however, pay to
Lessor at the time Common Area  Operating  Expenses are payable under  Paragraph
4.2, the entirety of any increase in Real Property  Taxes if assessed  solely by
reason of Alterations,  Trade Fixtures or Utility  Installations placed upon the
Premises by Lessee or at Lessee's request.

     10.4 Joint  Assessment.  If the Building is not separately  assessed,  Real
Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property Taxes for all of the land and improvements included within the tax
parcel assessed,  such proportion to be determined by Lessor from the respective
valuations  assigned in the assessor's work sheets or such other  information as
may be reasonably available.  Lessor's reasonable determination thereof, in good
faith, shall be condusive.

     io;5 Lessee's  Property  Taxes.  Lessee shall pay prior to delinquency  all
taxes  assessed  against and levied upon  Lessee-Owned  Alterations  and Utility
Installations,  Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or stored within the Industrial Center. when


                                       18
<PAGE>
possible,   Lessee  shall  cause  its   Lessee-Owned   Alterations  and  Utility
Installations,  Trade  Fixtures,  furnishings,  equipment and all other personal
property to be assessed and billed  separately from the real property of Lessor.
if any of Lessee's said property  shall be assessed with Lessor's real property,
Lessee shall pay Lessor the taxes  attributable to Lessee's  property within ten
(10)  days  after  receipt  of a  written  statement  setting  forth  the  taxes
applicable to Lessee's property.

ii. Utilities. Lessee shall pay directly for all utilities and services supplied
to the Premises, including but not limited to electricity,  telephone, security,
gas and deaning of the Premises,  together with any taxes  thereon.  If any such
utilities or services are not  separately  metered to the Premises or separately
billed to the Premises, Lessee shall pay to Lessor a reasonable proportion to be
determined  by Lessor of all such charges  jointly  metered or billed with other
premises in the Building, in the manner and within the time periods set forth In
Paragraph 4.2(d).

12.  Assignment and Subletting.

     12.1 Lessor's Consent Required.

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

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

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

     (d) An assignment or subletting of Lessee's  interest in this Lease without
Lessor's  specific prior written consent shall, at Lessor's option, be a Default
curable after notice per Paragraph  13.1,  or a non-curable  Breach  without the
necessity  of any  notice  and  grace  period.  If Lessor  elects to treat  such
unconsented  to assignment or subletting as a non-curable  Breach,  Lessor shall
have the right to either:  (i)  terminate  this Lease,  or (ii) upon thirty (30)
days' written notice ("Lessor's Notice"), increase the monthly Base Rent for the
Premises to the greater of the then fair market rental value of the Premises, as
reasonably  determined by Lessor,  or one hundred ten percent (110%) of the Base
Rent then in effect.  Pending determination of the new fair market rental value,
if disputed by Lessee, Lessee shall pay the amount set forth In Lessor's Notice,
with any  overpayment  credited  against  the next  installment(s)  of Base Rent
coming due, and any underpayment  for the period  retroactively to the effective
date of the adjustment being due and payable  immediately upon the determination


                                       19
<PAGE>
thereof.  Further,  in the event of such Breach and rental  adjustment,  (I) the
purchase  price of any option to purchase the  Premises  held by Lessee shall be
subject  to  similar  adjustment  to the then fair  market  value as  reasonably
determined by Lessor  (without the Lease being  considered an encumbrance or any
deduction for depredation or  obsolescence,  and considering the Premises at its
highest and best use and in good condition) or one hundred ten percent (110%) of
the  price  previously  in  effect,  (ii)  any  index-oriented  rental  or price
adjustment  formulas  contained  in this Lease shall be adjusted to require that
the base index be determined with reference to the index  applicable to the time
of such adjustment,  and (iii) any fixed rental adjustments scheduled during the
remainder  of the Lease  term  shall be  increased  in the same ratio as the new
rental  bears to the Base Rent in  effect  immediately  prior to the  adjustment
specified in Lessor's Notice.

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

     12.2 Terms and Conditions Applicable to Assignment and Subletting.

          (a) Regardless of Lessor's consent, any assignment or subletting shall
not (I) be effective without the express written  assumption by such assignee or
subiessee of the obligations of Lessee under this Lease,  (ii) release Lessee of
any obligations  hereunder,  nor (iii) alter the primary liability of Lessee for
the  payment  of Base  Rent and  other  sums  due  Lessor  hereunder  or for the
performance of any other obligations to be performed by Lessee under this Lease.

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

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

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

         (e) Each request for consent to an assignment or subletting shall be in
writing, accompanied by information relevant to Lessor's determination as to the
financial and operational  responsibility  and  appropriateness  of the proposed
assignee or  sublessee,  including  but not limited to the  intended  use and/or
required  modification of the Premises,  if any,  together with a non-refundable
deposit of $1,000.00 or ten percent (10%) of the monthly Base Rent applicable to
the portion of the Premises  which is the subject of the proposed  assignment or
sublease,  whichever  is  greater,  as  reasonable  consideration  for  Lessor's
considering  and  processing  the request for consent.  Lessee agrees to provide
Lessor with such other or additional  information and/or documentation as may be
reasonably requested by Lessor.

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

     (g) The  occurrence of a transaction  described in Paragraph  12.2(c) shall
give  Lessor the right (but not the  obligation)  to require  that the  Security
Deposit be  increased  by an amount equal to six (6) times the then monthly Base
Rent, and Lessor may make the actual  receipt by Lessor of the Security  Deposit
Increase a condition to Lessor's consent to such transaction.



                                       20
<PAGE>
     (h) Lessor,  as a  condition  to giving its  consent to any  assignment  or
subletting,  may  require  that the amount and  adjustment  schedule of the rent
payable  under this Lease be  adjusted to what is then the market  value  and/or
adjustment schedule for property similar to the Premises as then constituted, as
determined by Lessor.

     12.3  Additional  Tenns  and  Conditions  Applicable  to  Subletting.   The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises  and shall be deemed  included in all  subleases  under
this Lease whether or not expressly incorporated therein:

     (a) Lessee hereby assigns and transfers to Lessor all of Lessee's  interest
in all rentals and income  arising  from any sublease of all or a portion of the
Premises  heretofore  or hereafter  made by Lessee,  and Lessor may collect such
rent and income and apply same  toward  Lessee's  obligations  under this Lease;
provided,  however,  that until a Breach (as  defined in  Paragraph  13.1) shall
occur in the performance of Lessee's  obligations under this Lease,  Lessee may,
except as otherwise provided in this Lease, receive, collect and enjoy the rents
accruing  under such  sublease.  Lessor  shall not,  by reason of the  foregoing
provision or any other  assignment of such sublease to Lessor,  nor by reason of
the collection of the rents from a sublessee,  be deemed liable to the sublessee
for any failure of Lessee to perform and comply with any of Lessee's obligations
to such sublessee under such sublease.  Lessee hereby irrevocably authorizes and
directs any such sublessee, upon receipt of a written notice from Lessor stating
that a Breach  exists in the  performance  of  Lessee's  obligations  under this
Lease,  to pay to Lessor the rents and other charges due and to become due under
the  sublease.  Sublessee  shall rely upon any such  statement  and request from
Lessor  and  shall  pay such  rents and other  charges  to  Lessor  without  any
obligation   or  right  to  inquire  as  to  whether  such  Breach   exists  and
notwithstanding  any notice  from or claim from Lessee to the  contrary.  Lessee
shall have no right or claim  against such  subtessee,  or, until the Breach has
been cured, against Lessor, for any such rents and other charges so paid by said
sublessee to Lessor.

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

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

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

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



                                       21
<PAGE>
13.  Default; Breach; Remedies.

     13.1  Default;  Breach.  Lessor and Lessee  agree  that if an  attorney  is
consulted  by  Lessor  in  connection  with  a  Lessee  Default  or  Breach  (as
hereinafter  defined),  $350.00 is a reasonable  minimum sum per such occurrence
for legal  services  and costs in the  preparation  and  service  of a notice of
Default, and that Lessor may include the cost of such services and costs in said
notice as rent due and payable to cure said  default.  A "Default"  by Lessee is
defined as a failure by Lessee to  observe,  comply  with or perform  any of the
terms,  covenants,  conditions or rules applicable to Lessee under this Lease. A
"Breach"  by  Lessee  is  defined  as the  occurrence  of any one or more of the
following Defaults, and, where a grace period for cure after notice is specified
herein,  the failure by Lessee to cure such Default  prior to the  expiration of
the applicable grace period, and shall entitle Lessor to pursue the remedies set
forth in Paragraphs 13.2 and/or 13.3:

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

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

     (c) Except as expressly  otherwise  provided in this Lease,  the failure by
Lessee to provide  Lessor with  reasonable  written  evidence (in duly  executed
original form, if applicable) of (i) compliance with Applicable Requirements per
Paragraph 6.3, (ii) the inspection,  maintenance and service contracts  required
under Paragraph  7.1(b),  (iii) the rescission of an unauthorized  assignment or
subletting per Paragraph 12.1, (iv) a Tenancy Statement per Paragraphs 16 or 37,
(v) the subordination or non-subordination  of this Lease per Paragraph30,  (vi)
the  guaranty of the  performance  of Lessee's  obligations  under this Lease if
required  under  Paragraphs  1.11 and 37,  (vii) the  execution  of any document
requested under Paragraph 42 (easements),  or (viii) any other  documentation or
information  which  Lessor may  reasonably  require of Lessee under the terms of
this  Lease,  where  any such  failure  continues  for a period of ten (10) days
following written notice by or on behalf of Lessor to Lessee.

     (d) A  Default  by  Lessee  as  to  the  terms,  covenants,  conditions  or
provisions of this Lease, or of the rules adopted under Paragraph 40 hereof that
are to be  observed,  complied  with or  performed  by Lessee,  other than those
described  in  Subparagraphs  13.1(a),  (b) or (c)  above,  where  such  Default
continues for a period of thirty (30) days after written notice thereof by or on
behalf of Lessor to Lessee;  provided,  however,  that if the nature of Lessee's
Default is such that more than thirty (30) days are reasonably  required for its
cure,  then it shall not be  deemed  to be a Breach  of this  Lease by Lessee if
Lessee  commences  such cure within  said thirty (30) day period and  thereafter
diligently prosecutes such cure to completion.

     (e) The occurrence of any of the following events: (i) the making by Lessee
of any general  arrangement  or assignment  for the benefit of  creditors;  (ii)
Lessee's  becoming a "debtor"  as defined  in 11 U.S.  Code  Section  101 or any
successor  statute  thereto  (unless,  in the case of a petition  filed  against
Lessee,  the same is dismissed within sixty (60) days); (iii) the appointment of
a trustee or receiver to take possession of substantially all of Lessee's assets
located at the Premises or of Lessee's interest in this Lease,  where possession
is not  restored  to Lessee  within  thirty (30) days;  or (iv) the  attachment,
execution or other  judicial  seizure of  substantially  all of Lessee's  assets
located at the  Premises  or of  Lessee's  interest  in this  Lease,  where such
seizure is not discharged  within thirty (30) days;  provided,  however,  in the
event  that any  provision  of this  Subparagraph  13.1(e)  is  contrary  to any
applicable  law, such  provision  shall be of no force or effect,  and shall not
affect the validity of the remaining provisions.



                                       22
<PAGE>
     (f) The  discovery by Lessor that any  financial  statement of Lessee or of
any Guarantor, given to Lessor by Lessee or any Guarantor, was materially false.

     (g)  If the  performance  of  Lessee's  obligations  under  this  Lease  is
guaranteed:  (i) the death of a Guarantor, (ii) the termination of a Guarantor's
liability with respect to this Lease other than in accordance  with the terms of
such  guaranty,  (iii) a  Guarantor's  becoming  insolvent  or the  subject of a
bankruptcy filing,  (iv) a Guarantor's  refusal to honor the guaranty,  or (v) a
Guarantor's  breach of its guaranty  obligation on an anti~patory  breach basis,
and Lessee's  failure,  within sixty (60) days following written notice by or on
behalf of Lessor to Lessee of any such event,  to provide  Lessor  with  written
alternative  assurances of security  which,  when coupled with the then existing
resources  of Lessee,  equals or exceeds the  combined  financial  resources  of
Lessee and the Guarantors that existed at the time of execution of this Lease.

     13.2  Remedies.  If  Lessee  fails  to  perform  any  affirmative  duty  or
obligation of Lessee under this Lease, within ten (10) days after written notice
to Lessee (or in case of an  emergency,  without  notice),  Lessor  may,  at its
option (but without  obligation  to do so),  perform such duty or  obligation on
Lessee's  behalf,  including  but not  limited to the  obtaining  of  reasonably
required  bonds,  insurance  policies,  or  governmental  licenses,  permits  or
approvals. The costs and expenses of any such performance by Lessor shall be due
and payable by Lessee to Lessor  upon  invoice  therefor.  If any check given to
Lessor  by  Lessee  shalt not be  honored  by the bank  upon  which it is drawn,
Lessor, at its own option, may require all future payments to be made under this
Lease by  Lessee be made only by  cashier's  check.  In the event of a Breach of
this Lease by Lessee (as defined In  Paragraph  13.1),  with or without  further
notice or demand,  and wittibut  limiting Lessor in the exercise of any right or
remedy which Lessor may have by reason of such Breach, Lessor may:

     (a)  Terminate  Lessee's  right to possession of the Premises by any lawful
means,  in which case this Lease and the term hereof shall  terminate and Lessee
shall immediately  surrender possession of the Premises to Lessor. in such event
Lessor shall be entitled to recover  from  Lessee:  (I) the worth at the time of
the award of the unpaid rent which had been  earned at the time of  termination;
(ii) the worth at the time of award of the amount by which the unpaid rent which
would have been earned  after  termination  until the time of award  exceeds the
amount of such rental  loss that the Lessee  proves  could have been  reasonably
avoided;  (iii) the worth at the time of award of the amount by which the unpaid
rent for the  balance of the term after the time of award  exceeds the amount of
such rental toss 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 retetting,  including necessary renovation and alteration
of the Premises,  reasonable  altorneys'  fees,  and that portion of any leasing
commission  paid by  Lessor in  connection  with this  Lease  applicable  to the
unexpired  term of this  Lease.  The  worth at the  time of award of the  amount
referred to in provision  (iii) of the immediately  preceding  sentence shall be
computed by discounting  such amount at the discount rate of the Federal Reserve
Bank of San Francisco or the Federal Reserve Bank District in which the Premises
are  located at the time of award plus one  percent  (1%).  Efforts by Lessor to
mitigate  damages  caused by Lessee's  Default or Breach of this Lease shall not
waive  Lessor's  right  to  recover   damages  under  this  Paragraph  13.2.  If
termination of this Lease is obtained through the provisional remedy of unlawful
detaine right to recover in such  proceeding  the unpaid rent and damages as are
recoverable  therein, or Lessor may reserve the right to recover all or any part
thereof in a separate suit for such rent and/or  damages.  If a notice and grace
period required under Subparagraph 13.1(b), (c) or (d) was not previously given,
a notice to pay rent or quit,  or to perform or quit,  as the case may be, given
to Lessee under any statute  authorizing  the  forfeiture of leases for unlawful
detainer shall also  constitute the applicable  notice for grace period purposes
required under sub-paragraph  13.1(b),  (c) or (d). In such case, the applicable
grace period under the unlawful  detainer statute shall run  concurrently  after
the one such  statutory  notice,  and the  failure of Lessee to cure the Default
within the greater of the two (2) such grace  periods shall  constitute  both an
unlawful  detainer and a Breach of this Lease  entitling  Lessor to the remedies
provided for in this Lease and/or by said statute.



                                       23
<PAGE>
     (b)  Continue  the Lease and  Lessee's  right to  possession  in effect (in
California under California Civil Code Section 1951.4) after Lessee's Breach and
recover the rent as it becomes due,  provided  Lessee has the right to sublet or
assign, subject only to reasonable limitations. Lessor and Lessee agree that the
limitations on assignment and subletting in this Lease are  reasonable.  Acts of
maintenance or preservation,  efforts to relet the Premises,  or the appointment
of a receiver  to protect the  Lessor's  interest  under this  Lease,  shall not
constitute a termination of the Lessee's right to possession.

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

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

     13.3 Inducement  Recapture in Event of Breach.  Any agreement by Lessor for
free or abated rent or other  charges  applicable  to the  Premises,  or for the
giving  or  paying  by  Lessor  to or for  Lessee  of any cash or  other  bonus,
inducement or consideration  for Lessee's entering into this Lease, alt of which
concessions  are  hereinafter  referred to as "Inducement  Provisions"  shall be
deemed  conditioned  upon Lessee's full and faithful  performance  of all of the
terms,  covenants  and  conditions  of this Lease to be performed or observed by
Lessee during the term hereof as the same may be extended.  Upon the  occurrence
of a Breach (as  defined in  Paragraph  13.1) of this Lease by Lessee,  any such
Inducement  Provision shalt  automatically be deemed deleted from this Lease and
of no further force or effect, and any rent, other charge, bonus,  inducement or
consideration  theretofore  abated,  given  or  paid  by  Lessor  under  such an
Inducement  Provision  shall be immediately due and payable by Lessee to Lessor,
and   recoverable  by  Lessor,   as  additional   rent  due  under  this  Lease,
notwithstanding  any subsequent cure of said Breach by Lessee. The acceptance by
Lessor of rent or the cure of the Breach which  initiated  the operation of this
Paragraph  13.3 shall not be deemed a waiver by Lessor of the provisions of this
Paragraph 13.3 unless specifically so stated in writing by Lessor at the time of
such acceptance.

     13.4 Late Charges. Lessee  hereby,acknowledges  that late payment by Lessee
to Lessor of rent and other sums due hereunder  will cause Lessor to incur costs
not  contemplated  by this Lease,  the exact  amount of which wilt be  extremely
difficult to ascertain.  Such costs include,  but are not limited to, processing
and accounting charges, and late charges which may be imposed upon Lessor by the
terms of any ground  lease,  mortgage or deed of trust  covering  the  Premises.
Accordingly,  if any  installment of rent or other sum due from Lessee shall not
be  received  by Lessor or  Lessor's  designee  within  ten (10) days after such
amount shalt be due, then, without any requirement for notice to Lessee,  Lessee
shall pay to Lessor a late  charge  equal to six  percent  (6%) of such  overdue
amount.  The Parties  hereby  agree that such late charge  represents a fair and
reasonable  estimate of the costs Lessor wilt incur by reason of late payment by
Lessee.  Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's  Default or Breach with respect to such overdue  amount,  nor
prevent  Lessor from  exercising  any of the other rights and  remedies  granted
hereunder. In the event that a late charge is payable hereunder,  whether or not
collected,   for  three  (3)   consecutive   installments  of  Base  Rent,  then
notwithstanding  Paragraph  4.1 or any  other  provision  of this  Lease  to the
contrary,  Base Rent shalt, at Lessor's option, become due and payable quarterly
in advance.

     13.5 Breach by Lessor.  Lessor  shalt not be deemed in breach of this Lease
unless Lessor fails within a reasonable  time to perform an obligation  required
to be performed by Lessor.  For  purposes of this  Paragraph  13.5, a reasonable
time shalt in no event be less than  thirty  (30) days after  receipt by Lessor,


                                       24
<PAGE>
and by any Lender(s)  whose name and address shall have been furnished to Lessee
in  writing  for  such  purpose,  of  written  notice  specifying  wherein  such
obligation  of Lessor has not been  performed;  provided,  however,  that if the
nature of Lessor's obligation is such that more than thirty (30) days after such
notice are reasonably required for its performance.  then Lessor shall not be in
breach of this Lease if  performance  is  commenced  within such thirty (30) day
period and thereafter diligently pursued to completion.

i4.  Condemnation.  If the  Premises or any portion  thereof are taken under the
power of eminent  domain or sold under the threat of the  exercise of said power
(all of which are herein called  "condemnation"),  this Lease shall terminate as
to the part so taken as of the date  the  condemning  authority  takes  title or
possession,  whichever first occurs. If more than ten percent (10%) of the floor
area of the Premises,  or more than twenty-five  percent (25%) of the portion of
the Common Areas  designated  for Lessee's  parking,  is taken by  condemnation,
Lessee may, at Lessee's option,  to be exercised in writing within ten (10) days
after Lessor shalt have given  Lessee  written  notice of such taking (or in the
absence of such  notice,  within ten (10) days  after the  condemning  authority
shall have taken possession)  terminate this Lease as of the date the condemning
authority  takes such  possession.  if Lessee does not  terminate  this Lease in
accordance with the foregoing,  this Lease shall remain in full force and effect
as to the portion of the Premises remaining,  except that the Base Rent shall be
reduced in the same  proportion as the rentable floor area of the Premises taken
bears to the total  rentable  floor area of the  Premises.  No reduction of Base
Rent  shall  occur if the  condemnation  does not  apply to any  portion  of the
Premises.  Any award for the taking of all or any part of the Premises under the
power of eminent domain or any payment made under threat of the exercise of such
power  shalt be the  property  of Lessor,  whether  such award  shall be made as
compensation  for  diminution of value of the leasehold or for the taking of the
fee, or as severance damages;  provided,  however, that Lessee shall be entitled
to any  compensation,  separately  awarded  to Lessee  for  Lessee's  relocation
expenses and/or loss of Lessee's Trade Fixtures. In the event that this Lease is
not terminated by reason of such condemnation, Lessor shall to the extent of its
net severance damages  received,  over and above Lessee's Share of the legal and
other expenses incurred by Lessor in the condemnation matter,  repair any damage
to  the  Premises  caused  by  such  condemnation  authority.  Lessee  shall  be
responsible  for the  payment  of any  amount in  excess  of such net  severance
damages required to complete such repair.

15.  Brokers' Fees.

     15.1  Procuring  Cause.  The Broker(s)  named in Paragraph  1.10 is/are the
procuring cause of this Lease.

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



                                       25
<PAGE>
     15.3  Assumption  of  Obligations.  Any  buyer or  transferee  of  Lessor's
interest in this Lease, whether such transfer is by agreement or by operation of
law, shall be deemed to have assumed  Lessor's  obligation  under this Paragraph
15. Each Broker shall be an intended  third party  beneficiary of the provisions
of Paragraph  1.10 and of this Paragraph 15 to the extent of its interest in any
commission  arising from this Lease and may enforce that right directly  against
Lessor and its successors.

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

16.  Tenancy and Financial Statements.

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

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

     17.  Lessor's  Liability.  The term  "Lessor" as used herein shall mean the
owner or owners at the time in question of the fee title to the Premises. In the
event of a transfer  of Lessor's  title or  interest in the  Premises or in this
Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit)
any  unused  Security  Deposit  held by Lessor at the time of such  transfer  or
assignment.  Except  as  provided  in  Paragraph  15.3,  upon such  transfer  or
assignment and delivery of the Security Deposit, as aforesaid,  the prior Lessor
shall be  relieved  of all  liability  with  respect to the  obligations  and/or
covenants under this Lease thereafter to be performed by the Lessor.  Subject to
the foregoing, the obligations and/or covenants In this Lease to be performed by
the Lessor shall be binding only upon the Lessor as hereinabove defined.

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

     19.  interest  on Past-Due  Obligations.  Any  monetary  payment due Lessor
hereunder,  other than late charges, not received by Lessor within ten (10) days
following the date on which it was due, shall bear interest from the date due at
the prime rate charged by the largest state chartered bank in the state in which
the Premises are located plus four percent (4%) per annum, but not exceeding the
maximum rate allowed by law, in addition to the potential  late charge  provided
for in Paragraph 13.4.



                                       26
<PAGE>
     20. Time of Essence. Time is of the essence with respect to the performance
of all obligations to be performed or observed by the Parties under this Lease.

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

     22. No Prior or Other Agreements;  Broker  Disclaimer.  This Lease contains
all agreements  between the Parties with respect to any matter mentioned herein,
and no other  prior  or  contemporaneous  agreement  or  understanding  shall be
effective. Lessor and Lessee each represents and warrants to the Brokers that it
has made, and is relying solely upon,  its own  investigation  as to the nature,
quality, character and finano~al responsibility of the other Party to this Lease
and as to the nature,  quality and  character of the  Premises.  Brokers have no
responsibility  with  respect  thereto or with  respect to any default or breach
hereof by either Party. Each Broker shall be an intended third party beneficiary
of the provisions of this Paragraph 22.

     23. Notices.

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

     23.2 Date of Notice.  Any notice  sent by  registered  or  certified  mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or if no delivery date is shown, the postmark thereon. If sent
by regular mail, the notice shall be deemed given  forty-eight  (48) hours after
the same is  addressed  as  required  herein and mailed  with  postage  prepaid.
Notices  delivered  by United  States  Express  Mail or  overnight  courier that
guarantees next day delivery shall be de~d ~



<PAGE>
twenty-four  (24) hours after  delivery of the same to the United  States Postal
Service or courier.  If any notice is transmitted by facsimile  transmission  or
similar  means,  the same shall be deemed served or delivered  upon telephone or
facsimile  confirmation of receipt of the transmission thereof,  provided a copy
is also delivered via delivery or mail. If notice is received on a Saturday or a
Sunday or a legal holiday, it shall be deemed received on the next business day.

     24.  Waivers.  No waiver by  Lessor of the  Default  or Breach of any term,
covenant or  condition  hereof by Lessee,  shall be deemed a waiver of any other
term,  covenant or condition hereof,  or of any subsequent  Default or Breach by
Lessee of the same or any other term,  covenant or  condition  hereof.  Lessor's
consent  to,  or  approval  of,  any such act  shall  not be  deemed  10  render
unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent
or similar act by Lessee, or be construed as the basis of an estoppel to enforce
the provision or provisions of this Lease requiring such consent.  Regardless of
Lessor's  knowledge  of a Default or Breach at the time of accepting  rent,  the
acceptance  of rent by Lessor  shall not be a waiver of any Default or Breach by
Lessee of any  provision  hereof.  Any  payment  given  Lessor by Lessee  may be
accepted by Lessor on account of monies or damages  due Lesso~,  notwithstanding
any qualifying  statements or conditions made by Lessee in connection therewith,
which  such  statements  and/or  conditions  shall  be of  no  force  or  effect
whatsoever unless  specifically  agreed to in writing by Lessor at or before the
time of deposit of such payment.

     25.  RecordIng.  Either Lessor or Lessee shall,  upon request of the other,
execute,  acknowledge  and deliver to the other a short form  memorandum of this
Lease  for  recording  purposes.  The  Party  requesting  recordation  shall  be
responsible for payment of any fees or taxes applicable thereto.

     26. No Right To Holdover.  Lessee has no right to retain  possession of the
Premises or any part thereof  beyond the  expiration or earlier  termination  of
this Lease.  In the event that Lessee holds over in violation of this  Paragraph
26 then the Base  Rent  payable  from and after  the time of the  expiration  or
earlier  termination  of this Lease shall be  increased  to two hundred  percent
(200%) of the Bas,e Rent applicable during the month immediately  preceding such
expiration or earlier  termination.  Nothing contained herein shall be construed
as a consent by Lessor to any holding over by Lessee.

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

     28.  Covenants and Conditions.  All provisions of this Lease to be observed
or pertormed by Lessee are both covenants and conditions.

     29.  Binding  Effect;  Choice of Law.  This Lease shall be binding upon the
Parties, their personal representatives,  successors and assigns and be governed
by the laws of the state in which  the  Premises  are  located.  Any  litigation
between the Parties  hereto  concerning  this Lease  shall be  initiated  in the
county in which the Premises are located.

30.   Subordination; Attomment; Non-Disturbance.

     30.1  Subordination.  This Lease and any  Option  granted  hereby  shall be
subject and subordinate to any ground lease,  mortgage,  deed of trust, or other
hypothecation  or security device  (collectively,  ~Security  Device~'),  now or
hereafter  placed by Lessor upon the real  property of which the  Premises are a
part, to any and all advances made on the security thereof, and to all renewals,
modifications,  consolidations,  replacements  and  extensions  thereof.  Lessee
agrees that the Lenders  holding any such  Security  Device  shall have no duty,
liability or obligation to perform any of the  obligations  of Lessor under this
Lease,  but that in the  event or  Lessor's  default  with  respect  to any such
obligation,  Lessee  will  give any  Lender  whose  name and  address  have been
furnished Lessee in writing for such purpose notice of Lessor's default pursuant
to  Paragraph  13.5.  If any Lender  shall  elect to have this Lease  and/or any
Option granted hereby superior to the lien of its Security Device and shall give
written  notice  thereof to Lessee,  this Lease and such Options shall be deemed
prior  to such  Security  Device,  notwithstanding  the  relative  dates  of the
documentation or recordation thereof.



                                       27
<PAGE>
     30.2  Aftomment.  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 month's rent.

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

     30,4 Self-Executing. The agreements contained in this Paragraph 30 shall be
effective  without the execution of any further  documents;  provided,  however,
that upon  written  request from Lessor or a Lender in  connection  with a sale,
financing  or  refinancing  of Premises,  Lessee and Lessor  shall  execute such
further writings as may be reasonably  required to separately  document any such
subordination or non-subordination,  attomment and/or non-disturbance  agreement
as is provided for herein.

     31.  Attorneys' Fees. If any Party or Broker brings an action or proceeding
to enforce the terms hereof or declare rights  hereunder,  the Prevailing  Party
(as hereafter defined) in any such proceeding,  action, or appeal thereon, shall
be entitled to reasonable  attorneys' fees. Such fees may be awarded in the same
suit or recovered in a separate  suit,  whether or not such action or proceeding
is pursued to decision or judgment.  The term "PrevaIling  Party" shall include,
without limitation,  a Party or Broker who substantially  obtains or defeats the
relief sought, as the case may be, whether by compromise,  settlement, judgment,
or the  abandonment  by the other Party or Broker of its claim or  defense.  The
attorneys'  fee award  shall not be computed  in  accordance  with any court fee
schedule, but shall be such as to fully reimburse all attorneys' fees reasonably
incurred.  Lessor  shall be  entitled to  attorneys'  fees,  costs and  expenses
incurred in preparation and service of notices of Default and  consultations  in
connection there~th,  whether or not a legal action is subsequently commenced in
connection  with such Default or resulting  Breach.  Broker(s) shall be intended
third party beneficiaries of this Paragraph 31.

     32. Lessor's Access; Showing Premises;  Repairs. Lessor and Lessor's agents
shall  have the  right to enter  the  Premises  at any  time,  in the case of an
emergency, and otherwise at reasonable times for the purpose of showing the same
to prospective  purchasers,  lenders,  or lessees,  and making such alterations,
repairs, improvements or additions to the Premises or to the Building, as Lessor
may  reasonably  deem  necessary.  Lessor  may at any time place on or about the
Premises or Building  any  ordinary  "For Sale" signs and Lessor may at any time
during the last one hundred  eighty  (180) days of the term  hereof  place on or
about the Premises any ordinary "For Lease" signs. All such activities of Lessor
shall be without abatement of rent or liability to Lessee.

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

34. Signs.  Lessee shall not place any sign upon the exterior of the Premises or
the  Building,  except that Lessee may, with  Lessor's  prior  written  consent,
install (but not on the root) such signs as are reasonably required to advertise
Lessee's  own  business  so long as such signs are in a location  designated  by
Lessor  and  comply  with  Applicable  Requirements  and  the  signage  criteria
established for the Industrial Center by Lessor. The installation of any sign on
the Premises by or for Lessee shall be subject to the  provisions of Paragraph 7
(Maintenance,  Repairs, Utility Installations,  Trade Fixtures and Alterations).
Unless otherwise expressly agreed herein,  Lessor reserves all rights to the use
of the roof of the Building, and the right to

<PAGE>
install  advertising  signs on the Building,  including  the roof,  which do not
unreasonably  interfere with the conduct of Lessee's  business;  Lessor shall be
entitled to all revenues from such advertising signs.

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

     36. Consents.

           (a)  Except  for  Paragraph  33 hereof  (Auctions)  or as  otlierwise
provided herein, wherever in this Lease the consent of a Party is required to an
act by or for the other Party,  such consent shall not be unreasonably  withheld
or delayed.  Lessor's actual  reasonable  costs and expenses  (including but not
limited to  architects',  attorneys',  engineers' and other  consultants'  fees)
incurred in the  consideration  of, or response  to, a request by Lessee for any
Lessor  consent  pertaining  to this Lease or the  Premises,  including  but not
limited to consents to an assignment, a subletting,  or the presence or use of a
hazardous  Substance,  shall be paid by  Lessee  to Lessor  upon  receipt  of an
invoice  and  supporting  documentation  therefor.  In  addition  to the deposit
described in Paragraph  12.2(e),  Lessor may, as a condition to considering  any
such  request by Lessee,  require  that Lessee  deposit with Lessor an amount of
money (in addition to the Security  Deposit held under  Paragraph 5)  reasonably
calculated by Lessor to represent the cost Lessor will incur in considering  and
responding  to Lessee's  request.  Any unused  portion of said deposit  shall be
refunded to Lessee without interest.  Lessor's consent to any act, assignment of
this Lease or  subletting  of the  Premises by Lessee  shall not  constitute  an
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.

           (b) All conditions to Lessor's  consent  authorized by this Lease are
acknowledged  by Lessee as being  reasonable.  The failure to specify herein any
particular  condition to Lessor's  consent shall not preclude the impositions by
Lessor at the time of consent of such  further or other  conditions  as are then
reasonable  with reference to the  particular  matter for which consent is being
given.

     37. Guarantor.

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

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

                                       28
<PAGE>
     38. Quiet Possession.  Upon payment by Lessee of tile rent for the Premises
and the  performance  of all of the  covenants,  conditions  and  provisions  on
Lessee's part to be observed and performed  under this Lease;  Lessee shall have
quiet  possession  of the Premises for the entire term hereof  subject to all of
the provisions of this Lease.

     39. Options.

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

     39.2 Options Personal to Original 'Lessee. Each Option granted to Lessee in
this Lease is personal to the original Lessee named in Paragraph 1.1 hereof, and
cannot be  voluntarily or  Involuntarily  assigned or exercised by any person or
entity other than said original  Lessee while the original Lessee is in full and
actual  possession  of the  Premises  and without the  intention  of  thereafter
assigning or subletting.  The Options,  if any, herein granted to Lessee are not
assignable,  either as a part of an  assignment  of this Lease or  separately or
apart  therefrom,  and no Option may be separated from this Lease in any manner,
by reservation or otherwise.

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

     39.4 Effect of Default on Options.

           (a) Lessee shall have no right to exercise an Option. notwithstanding
any  provision  in the grant of Option to the  contrary:  (i)  during the period
commencing  with the giving of any notice of Default  under  Paragraph  13.1 and
continuing until the noticed Default is cured, or (ii) during the period of time
any  monetary  obligation  due Lessor from Lessee is unpaid  (without  regard to
whether notice  thereof is given Lessee),  or (iii) during the time Lessee is in
Breach of this Lease, or (iv) in the event that Lessor has given to Lessee three
(3) or more notices of separate  Defaults under Paragraph 13.1 during the twelve
(12) month period immediately  preceding the exercise of the Option,  whether or
not the Defaults are cured.

           (b) The period of time within which an Option may be exercised  shall
not be  extended or  enlarged  by reason of  Lessee's  inability  to exercise an
Option because of the provisions of Paragraph 39.4(a).

           (c) All  rights of Lessee  under the  provisions  of an Option  shall
terminate and be of no further force or effect, notwithstanding Lessee's due and
timely  exercise of the Option,  if, after such  exercise and during the term of
this Lease:  (i) Lessee fails to pay to Lessor a monetary  obligation  of Lessee
for a period of thirty (30) days after such obligation  becomes due (without any
necessity of Lessor to give notice  thereof to Lessee).  or (ii) Lessor gives to
Lessee  three (3) or more  notices of separate  Defaults  under  Paragraph  13.1
during any twelve (12) month period,  whether or not the Defaults are cured,  or
(iii) if Lessee commits a Breach of this Lease.



                                       29
<PAGE>
     40. Rules and  Regulations.  Lessee  agrees that it will abide by, and keep
and observe all reasonable rules and regulations ("Rules and Regulations") which
Lessor  may  make  from  time to time  for the  management,  safety,  care,  and
cleanliness  of the  grounds,  the parking  and  unloading  of vehicles  and the
preservation of good order, as well as for the convenience of other occupants or
tenants of the Building and the Industrial Center and their invitees.

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

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

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

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

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

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

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

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

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

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


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

<S>                                                               <C>
Executed at: SAN CLEMENTE. CA                                     Executed at San Marcos

on:                                                               on:

BY LESSOR:                                                        BY LESSEE:

SHOOK PROPERTIES, INC., A CALIFORNIA CORPORATION                  PLAY CO. TOYS AND ENTERTAINMENT, INC., A DELAWARE

By

Name Printed KEITH SHOOK. PRESIDENT

Title

By

Name Printed KEITH SHOOK. SECRETARY

Title

Address 1060-A CALLE NEGOCIO  SAN CLEMENTE

Telephone: 949-498-2041

Facsimile: 949-498-3766




BROKER:                                                    Executed at:

on:
</TABLE>

     NOTICE:

     These forms are often  modified to meet  Changing  requirements  of law and
industry needs.  Please Write or Call US to make sure that you are utilizing the
most  Current  form.  We can be reached at the American  Industrial  Real Estate
Association,  700 South Flower, Suite 600, Los Angeles, CA 90017. (213) 687-8777
Fax (213) 687-8616

     (C)  1993 by  American  Industrial  Real  Estate  Association.  All  rights
reserved.  No  part  of  these  words  may be  reproduced  in any  form  without
permission in writing.

<PAGE>
                              ADDENDUM ONE TO THAT
                         MULTI TENANT-MODIFIED NET LEASE

     This Addendum is hereby  attached to Lease dated  Febuu~iry 20, 1999 by and
between SHOOK PROPERTIES, INC., as Lessor, alid PLAY CO. TOYS AND ENTERTAINMENT,
CORP. a Delaware corporatioli as Lessee, shall be for the ptirpose of describing
certain terms and conditions made a part of said Lease.

49.      Lessor  has  the  right  to  ask  lbr  and  receive  current  financial
         statelnents within thirty (30) (lays of reqtlesting same flom Lessee.

50.      Except as  permitted  by  Lessor,  all  vehicles  must be parked in the
         designated  parking  areas.  Large  trucks will be  permitted  upon the
         prelnises for purposes of loading and unloading only. No vehicles shall
         be stored in any state of  disrepair  nor shall any vehicle be repaired
         in any portioll of the common areas. Lessee shall not store or cause to
         be stored any vehicle, parts, pieces, systems,  equipment,  new or used
         upon the common area.  Further, no acculilulation of debris or parts in
         non-designated  exterior  storage  areas shall be permitted  for either
         telliporary or extended periods of time.

51.      AMERICANS WITH DISABILITIES ACT DISCLOSURE

         The United  States  Congress has recently  enacted the  Americans  with
         Disabilities  Act. Among other things this act is intended to make many
         business establishments equally accessible to persons with a variety of
         disabilities, and modifications to real property may be required. State
         and local  laws  also may  mandate  changes.  Mandated  changes  may be
         required now or in the future.  Lessees  should  consult  attorneys and
         qualified   design   professionals  of  their  choice  for  information
         regarding  these  matters.  Without  limiting  the  generality  of  the
         foregoing,   Lessee  acknowledges  that  they  shall  comply  with  all
         governmental rules, regulations,  or requirements regarding laws within
         the rentable space they  currently  occupy regard mg the Americans with
         Disabilities Act.

52.      BASE RENT

         Notwithstanding  anything  in the Lease to the  contrary,  the  monthly
         lease  Rental  schedule  for the leased  premises  shall be as follows:

         April 1, 1999 to March 31,  2000  $7,585.00 per month + CAM
         April 1, 2000 to March 31,  2001  $7,813.00 per month + CAM
         April 1, 2001 to March 31,  2002  $8,047.00 per month + CAM
         April 1, 2002 to March 31,  2003  $8,288.00 per month + CAM
         April 1, 2003 to March 31,  2004  $8,537.00 per month + CAM

     In addition to base rent,  Tenant is fully  responsible for monthly payment
of Additional  Rent/Common Area Maintenance  "CAM" Expenses;  estimated at $0.29
per square foot, $3,363.00 month for 1999.

53.      PERCENTAGE RENT

(a)      In  addition  to the  Minimum  Rent to be paid by  Tenant  (luring  the
         initial  lease term,  Tenant shall pay to Landlord a percentage of rent
         in the amount of three percent (3%) percent of Net Sales
         over $1,400,000 during lease term


<PAGE>
53.      PERCENTAGE RENT

     (b) In addition to the montl~ly payments of Fixed Rental as provided for in
this lease,  Lessee  agrees to pay the Lessor the  following  additional  rental
payments' based upon net retail sales:

                During  the term of this  lease an  additional  amount  for each
                calendaryear  equivalent to four percent (4 %) of the net retail
                sa'les made in, upon or from the  demised  premises  during each
                calendar year, or portion thereof.

         Any sums which may become payable pursuant to t'te foregoing  provision
         shall be paid on or before the first day of February ~f each year based
         on net retail sales for the preceding calendar yeare

         In  colnputing  additional  rental  payments,   any  initial  or  final
         accounting  period of less than one full  calendar  year shall b~ ~rora
         ted.

         Lessee will  furnish to the Lessor,  within  thirty (30) days after the
         termination of the calendar  year, a statement,  verified by one of its
         officers,  specifying  the annual net retail  sales made by Lessee upon
         the demised premises during the preceding calendar year.

          Lessor  shall have tl~e right each year to examine and audit  Lessee's
          records of sales made upon or from the demised' premises, but only for
          the purpose of  ascertaining  the amount of net retail sales made upon
          or from the demised premises during the preceding  calendar year. Said
          audit or  examination  s1~all not be made more often than once in each
          year,  and shall be made on behalf  of  Lessor by a  certified  public
          accountant  to be  selected by Lessor;  and if Lessor  wishes to audit
          Lessee's  records as aforesaid,  Lessor shall notify Lessee in writing
          15 days prior and  proceed  with such audit  within  ninety  (90) days
          after  receipt from Lessee of the statement  specifying  the amount of
          the net retail sales for the calendar year in question.  Should Lessor
          fail to exercise  tI~e right to audit the records of Lessee within two
          (2) years after  receipt of the  statement as  hereinbefore  provided,
          then and in that event Lessor shall have no further  right to audit or
          inspect the records of Lessee for said  calendar  year,.  and the said
          statement shall be fiiial and binding upon the Lessor.  Any such audit
          or examination by the Lessor shall be at Lessor's expense, unless such
          audit  discloses  that Lessee has  underreported  sales by two percent
          (2%) or more.

          The  term  "Net  retail  sales"  as  used  in  this  lease,  shall  be
          interpreted  to mean the  aggregate  of all moneys  received by Lessee
          from sales/leasing, rental or service of goods, wares, merchandise and
          service to the public made upon the demised premises,  after deduction
          of  all  refunds  and  allowances  made  to  customers  by  Lessee  in
          connection with merchandise  sold by or returned to Lessee,  but shall
          not include the amount of any sales tax, license or occupational  tax,
          or any other tax measured by the sales or receipts  from sales made by
          the Lessee.

          The term "gross  sale"  shall not include  sales made by Lessee at its
          established  employee,  government or charitable  discount  prices nor
          sales made from vending Iflachines lnRtalled for the exclusive use of
          employees.

          The return or '~ransfer of merchandise from one store to another or to
          any of Lessee's warehouses shall not be construed as retail sales, nor
          shall  any sum be paid to  Lessor  on  such  merchandise  returned  or
          transferred.

          This agreement shall not be construed as giving Lessor any partnership
          or other interests in Lessee's business.

          The Lessor  agrees not to  divulge to any person or  persons,  firm or
          corporation,  the  amount of retail  sales made by,  Lessee  from said
          leased premises,  excepting any prospective  purchaser or encumbrancer
          of the premises.

          With respect to sales made in, upon or from the lease,d  premises by a
          sublessee,  licensee,  concessionaire  or  assignee  of'  Lessee,  the
          obligations of Lessee  hereunder  relating to the fur~ishing of annual
          statements of gross sales shall be deemed fulfilled by furnishing such
          statements  prepared by the  sublessee,  licensee,  concessionaire  or
          assignee of Lessee.  The  obligation  relating to the keeping of books
          and records shall be fulfilled by requiring the aublessee,  licenseee,
          concessionaire or assignee to agree to keep such books and records.



<PAGE>
PLAY CO. TOYS
ADDENDUM TO LEASE
Page 3 of 5



54. TENANT'S RIGHT TO CANCEL

         Three  years  from  the   completion   date  of  tenant   improvements
         (Completion  Date to be confirmed with a Confirmation  of Completion of
         Tenant Improvement  document),  Lessee shall have the right at any time
         to cancel the lease  agreement by providing  Lessor with 30 day written
         notice.

         Additionally,  should Lessee  cancel the Lease prior to the  expiration
         date  of  the  initial  lease  agreement,  Lessee  must  pay  Lessor  a
         cancellation fee of $50,000,and  reimburse  Landlord for a proration of
         tenant in)  provement  costs due to  canceling  the lease  prior to the
         initial lease expiration date.

55.      TENANT IMPROVEMENTS

a.       Lessor,  at Lessors own cost and expense,  shall provide  Tenant with a
         $95,000.00 tenant improvement allowance. Lessor shall provide the funds
         to  Lessee  upon  Lessee  providing  Lessor  with  plans  and perni its
         approved  by the City of Rancho  Cucamonga  and  approved  by  I~essor.
         Lessee must use the  improvement  allowance to install  improvements in
         the leascd premises.

b.       Upon actual completion of Lessee's improvements,  Lessee agrees to file
         for  record in the  office of the County  Recorder  where the  Shopping
         Center is situated a Notice of Completion, as permitted by law.

C.       Upon actual completion of [~essee's improvements, Lessee agrees to sign
         a  "Confirmation  of  Completion  of  I~enant  Improvements"   document
         provided by Lessor.

d.       Lessee's  contractor  shall  perform said work in a manner and at times
         which do not interfere with other tenant's in the Center.

e.       Lessee's contractor shall be responsible for the repair, replacement or
         cleanup of any damage done by him to the premises.  Lessee's contractor
         must carry  worker's  compensation  insurauce  and provide  Lessor with
         evidence of a General  Contractor's  license and required insurance and
         permits.

56.      LATE ChARGES

         Base and Additional Rent are due on the first (1 St) day of each month.
         If rent is not received by the fifth (5th) clay of each month, Landlord
         shall charge Tenant a late fee of 6% of outstanding balance each month.

               Acceptance  of rent by Lessor  does not waive  Lessor's  right to
          enforce any breach of lease by Lessee.  Lessee shall pay Lessor $25.00
          for any check returned N.S.F. ~on Sufficient Funds). in the event that
          any check  fiom  Lessee to Lessor is  returned  due to  Non-Sufficient
          Funds,  Lessee shall pay all subsequent monthly rental installments to
          Lessor in the form of a Cashier's Check.



<PAGE>
Play Co. Toys
Addendum to Lease
Page 4 of 5


57.      PARKING

         Lessee  shall  insure  that is agents and  employees  utilize  the rear
         parking  facility only.  Lessee shall not be allowed to have its agents
         nor  employees  park in the  front  parking  which  is  designated  for
         customers Rancho Cucamonga  Village.  Should Lessee,  its agents and/or
         employees  utilize the parking spaces,  Lessor shall have the option to
         enforce  fines,  penalties  and parking fees to Lessee,  its agents and
         employees.

58.
         AUTIIORITV

         If Lessee is a corporation, each individual executing this Agreement on
         behalf of the Lessee corporation represents and warrants that he or she
         is duly authorized to sign and deliver this Agreement on behalf of said
         corporation,  in accordance with a duly adopted resolution of the Board
         of Directors of said  corporation,  or in accordance with the bylaws of
         said  corporation,  and  that  this  Agreement  is  binding  upon  said
         corporation in accordance with its terms.

         If Lessee is a division or subsidiary of a corporation, each individual
         executing  this  Addendum  on  behalf  of the  division  or  subsidiary
         represents  and warrants  that he or she is duly  authorized to execute
         and deliver this Addendum on behalf of the division or  subsidiary,  in
         accordance with a duly adopted  resolution of the Board of Directors of
         the parent  corporation,  that this Addendum is binding upon the parent
         corporation  (as well as the division or subsidiary) in accordance with
         its terms,  and that said division or subsidiary  shall,  within thirty
         (30) days after request by Owner,  deliver to Owner a certified copy of
         a  resolution  of the  Board of  Directors  of the  parent  corporation
         authorizing or ratifying the execution of this Addendum.

         If Lessee is a partnership,  each individual executing this Addendum on
         behalf of said  partnership  represents  and warrants that he or she is
         duly  authorized  to sign and deliver this Addend tim on behalf of said
         partnership and that this Addendum is binding upon said  partnership in
         accordance with its terms.

59.      MISCELLANEOUS

                         (a) Except as otherwise  set forth  herein,  all of the
                 terms and  conditions  of said lease shall remain in full force
                 and elTect,  and shall remain fully applicable to the premises,
                 throughout  the  duration of the  extended  term of said lease.
                 Said lease,  a extended  and amended  herein,  constitutes  the
                 entire  agreement  between the parties  hereto,  and no further
                 modification of said lease shall be binding unless evidenced by
                 an agreement in writing signed by Lessor and Lessee.

                         (b) The captions  and  paragraph  numbers  appearing in
                 this Addendum are inserted only a s a matter of convenience and
                 in no way define, limit, construe, affect or describe the scope
                 or intent of the provisions in this Addendum.



<PAGE>
Play Co. Toys
Addendum to Lease
Page 5 of 5

60.      SECURITY DEPOSIT

         Lessee's Security Deposit,  if ally, shall be refulided pursuant to the
         terms of Section  1950.7 of the  California  Civil Code withiii  thirty
         (30) (lays after Lessee has vacated the prelnises.

61.      Any reference herein to "Lessor" and "Lessee" shall be  interchangeable
         with "Landlord" and "Tenant" respectively.


         IN WITNESS WI]EREOF,  I~essor and Lessee have executed this Addendum as
of the day and year first above written.

Except as amended hereby,  said Lease shall remain in full force and effect, and
is hereby ratified and confirmed.

         IN WITNESS  WUEREOF,  the parties have duly  executed  this Addendum to
Lease as first written on the date above.

"LESSOR"                                            "LESSEE"

SHOOK PROPERTIES, INC., a                            PLAY CO. TOYS AND
California corporation                               ENTERTAINMENT, INC., a
                                                     Delaware corporation

Keith Shook, President     (Date)                    James Frakes CEO


Keith Shook, Secretary (Date)                        Richard Brady

<PAGE>
                               HAZARDOUS MATERIALS

     This Exhibit is attached to and constitutes a part of that certain Lease of
even  date  herewith  ("Lease")  between  Lessor  and  Lessee.  If  there is any
inconsistency between the provisions of this Exhibit and the other provisions of
this Lease, the provisions of this Exhibit shall control.

     1. Terms.  Unless otherwise  provided herein,  the capitalized terms in the
Exhibit shall have the same meaning as are given such terms in this Lease.

     2. Hazardous Materials.  Lessor and Lessee agree as follows with respect to
the existence or use of "Hazardous Material" (as defined below) on the Premises:

         (a)  Prohibition  of Storage.  Lessee shall (I) not cause or permit any
         Hazardous  Material  to be brought  upon,  kept or used in or about the
         Premises by Lessee,  its agents,  employees,  contractors and invitees,
         other than those expressly permitted by Lessor and identified below. If
         Lessee breaches the obligation stated in the preceding sentence,  or if
         the presence of Hazardous Materials on the Premises caused or permitted
         by Lessee (including  Hazardous  Materials  specifically  permitted and
         identified  below)  result  in  contamination  of the  Premises,  or if
         contamination  of the Premises by Hazardous  Material  otherwise occurs
         for which  Lessee is  legally  liable to Lessor  for  damage  resulting
         therefrom,  then Lessee shall  indemnify,  defend and hold Lessor,  its
         agents and  contractors  harmless  from any and all claims,  judgments,
         damages,  penalties,  fines, costs,  liabilities,  or losses (including
         without  limitation  diminution in value of the Premises or any portion
         of the property  surrounding  the Premises (the  "Adjacent  Property"),
         damages for the loss or restriction on use of renewable or usable space
         or of any amenity of the  Premises,  damages  arising  from any adverse
         impact marketing of space in the Premises or the Adjacent Property, and
         sums paid in settlement of claims, attorneys' fees, consultant fees and
         expert  fees( which arise during or after the Lease Term as a result of
         such  contamination.  The indemnification of Lessor by Lessee includes,
         without limitation, costs incurred in connection with any investigation
         of site conditions or any cleanup,  remedial,  removal,  or restoration
         work  required by any federal,  state or local  governmental  agency or
         political subdivision because of Hazardous Material present in the soil
         or  ground  water  on or  under  the  Premises.  Without  limiting  the
         foregoing,  if the presence of any  Hazardous  Material on the Premises
         caused or  permitted  by Lessee  results  in any  contamination  of the
         Premises, Lessee shall promptly take all actions at its sole expense as
         are necessa the condition  existing  prior to the  introduction  of any
         such  Hazardous  Material  to  the  Premises,  provided  that  Lessor's
         approval of such action shall first be obtained,  which  approval shall
         not be  unreasonably  withheld  so  long  as  such  actions  would  not
         potentially have any material adverse  long-term effect on the Premises
         or the Adjacent Property.

         (b) Termination of Lease.  Notwithstanding  the provisions of Paragraph
         (a) above,  if (I) any anticipated use of the Premises by Lessee or any
         proposed assignee or sublease or Lessee involves  generation,  storage,
         use,  treatment or disposal of Hazardous  Material,  (ii) Lessee or the
         proposed assignee or subleasee has been required by any prior landlord,
         lender or governmental  authority to take remedial action in connection
         with Hazardous  Material  contaminating a property if the contamination
         resulted  from such party's  action or use of the property in question,
         or (iii) Lessee or the proposed  assignee or subleasee is subject to an
         enforcement  order issued by any  governmental  authority in connection
         with the use, disposal or storage of a Hazardous Material, Lessor shall
         have the right to  terminate  the Lease in Lessor's  sole and  absolute
         discretion  (with  respect  to any such  matter  involving  a  proposed
         assignee or sublessee).

                                   EXHIBIT "C"

                                   PAGE 1 OF 2

<PAGE>
                               TENANT IMPROVEMENTS


Lessor shall provide Tenant with a $95,000.00  tenant  improvement  allowance as
defined in Paragraph 55 of Lease Agreement.


                                   EXHIBIT "B"

<PAGE>
Hazardous Materials
Page Two



     (c) Definition of "Hazardous Material". As used herein, the term "Hazardous
Material" means any hazardous or toxic substance,  governmental  authority,  the
State of  California  or the  United  States  Government.  The  term  "Hazardous
Material" includes,  without limitation,  any material or substance which is (I)
defined  as a  "hazardous  waste",  "extremely  hazardous  waste" or  restricted
hazardous waste" under Section 25140, of the California  Health and Safety Code,
Division  20,  Chapter 6.5  (Hazardous  Waste  Control  Law),  (ii) defined as a
"hazardous  substance"  under Section 25316 of the California  Health and Safety
Code,  Division 20,  Chapter 6.8  (Carpenter-Presly-Tanner  Hazardous  Substance
Account Act), (iii)defi ned as "hazardous  materials",  "hazardous substance" or
"hazardous  waste" under Section 25501 of the California Health and Safety Code,
Division 20,  Chapter  6.95  (Hazardous  Materials  Release  Response  Plans and
Inventory),  (iv) defined as a "hazardous  substance" under Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage
of Hazardous  Substances),  (v)  petroleum,  (vi)  asbestos,  (vii) listed under
Article 9 and defined as hazardous or extremely hazardous pursuant to Article 11
of Title 22 of the  California  Administrative  Code,  Division  4,  Chapter 20,
(viii)  designated  as a  "hazardous  substance"  pursuant to Section 311 of the
Federal Water Pollution Control Act (33 U.S.C.  Section 1317), (ix) defined as a
"hazardous waste" pursuant to Section 1004 of the Federal Resource  Conversation
and Recovery Act, 42 U.S.C.  Section 6901 et seq. (42 U.S.C.  Section --- 6903),
or (x)  defined  as a  "hazardous  substance"  pursuant  to  Section  101 of the
Comprehensive  Environmental  Response Compensation and Liability Act, 42 U.S.C.
Section 9601 et seq. (42 ------ U.S.C. Section 9601).

     Specific Items That May Be Stored. The following Hazardous Materials may be
kept or used in or about the Premises:

(i)
(ii)
(iii)
















                                   EXHIBIT "C"


                                   PAGE 2 OF 2

<PAGE>
RANCHO CUCAMONGA VILLAGE
Sign Criteria
Page2of2



14.     Sign  contractor  shall repair any damage caused by his work.  Damage to
        structure that is not repaired by the sign  contractor  shall become the
        Tenant's responsibility to correct.

15      Tenant  shall  be  fully  responsible  for the  operations  of his  sign
        contractors1 and shall  indemnify,  defend and hold the parties harmless
        from damages or liabilities on account hereon.

C.      INSURANCE

1.      Sign Company shall carry  workman's  compensation  and public  liability
        insurance  against  all damage  suffered  or done to any and all persons
        and/or  property while engaged in the  construction or erection of signs
        in the amount of $1,000,000 per occurrence.

D.      COMMERCIAL SIGNS

               Sign  Type A -  Internally  illuminated  Channel  Letters.  To be
          placed on building  front over  entrance as  specified on Exhibit 4'0"
          maximum  letter  height  typical.  Sign size will be determined by the
          equation  of one  (1)  square  foot  of  signage  per  lineal  foot of
          leasehold  frontage1  not to  exceed  eighty  percent  (80%)  of  said
          frontage,  maximum.  Letterstyle  and symbol logos are open to Tenant,
          subject to  Landlord's  approval.  Plex letter face color (Rohm & Haas
          Co.) open to Tenant, subject to Landlord's approval.  Refer to Exhibit
          for further specifications regarding Sign Type B.

               Sign Type B. Tenant will be required to place,  as  specified  on
          exhibits,  at rear service door, a 14" x 14" black Formica plaque with
          suite  number and  business  name.  White  vinyl die out  letters  and
          numerals typical. Typical letter style: Helvetica Medium.

               Sign Type C:  Tenant  shall be  allowed  to place 4" white  vinyl
          letters above its entry door which  contains  Tenant's  business name.
          Tenant  must submit a drawing of proposed  located  and  lettering  to
          Landlord for written approval.

E.      SIGNS AND AUCTIONS

Tenant  shall not place or permit to be placed any sign upon the  exterior or in
the windows of the demised  premises  without  Landlord's prior written consent,
nor shall Tenant change the color or exterior appearance of the demised premises
without  Landlord's  prior  written  consent.  Tenant shall at its sole cost and
expense  prepare sign  construction  drawings,  in accordance with said criteria
drawings,  which shall be submitted to Landlord for Landlord's written approval.
Tenant agrees to install signs for the demised premises which shall conform with
the approved sign  drawings  attached  hereto as an Exhibit,  within thirty (30)
days after the commencement of the term of this Lease.

Tenant  shall not  without  Landlord's  prior  written  consent  display or sell
merchandise  outside the defined  exterior  walls and permanent  doorways of the
demised premises. Tenant shall not conduct or permit to be conducted any sale by
auction  in,  upon or  from  the  demised  premises,  whether  said  auction  be
voluntary, involuntary, pursuant to any assignment for the payment of creditors,
or pursuant to any bankruptcy or other solvency proceeding.



                                   Page 2 of 2

                                   EXHIBIT "D"

<PAGE>
                      SAMPLE - TENANT ESTOPPEL CERTIFICATE


Landlord:            SHOOK PROPERTIES, INC.

Tenant:
Premises:            RANCHO CUCAMONGA VILLAGE
                     9950 W. FOOTHILL BLVD., SUITE
                     RANCHO CUCAMONGA, CA
Area:                          SQUARE FEET
Lease Dated:

The    undersigned    Tenant    of    the     above-referenced     lease    (the
________________________________  as  purchaser of the Real  Property  under the
Lease (the "Premises") is a part, as follows:

"Lease")  hereby  certifies to of which
the premises demised

     1. That the term of the Lease  commenced on  _____________________  and the
Tenant is in full and complete  possession of the premises under the Lease, such
possession  having  been  delivered  by the  original  landlord  and having been
accepted by the Tenant.

     2. That the Lease calls for monthly rent installments of $ to date.

     3. That no advance rental or other payment has been made in connection with
the Lease,  there is no "free rent" or other concession under the remaining term
of the Lease.

     4. That a security  deposit in the amount of $  _________  is being held by
Landlord,  which amounts is not subject to any off-set or  reduction,  or to any
increase for interest or other credit due to Tenant.

     5. That all obligations and conditions  under said Lease to be performed to
date by Landlord or Tenant have been  satisfied,  free of defenses and off set's
including all construction work in the Premises.

     6. That the Lease is a valid  Lease and is in full  force and  effect,  and
represents the entire agreement  between the parties;  that there is no existing
default  on the part of the  Landlord  or the  Tenant  in any of the  terms  and
conditions  thereof and no event has occurred which, with the passing of time or
giving of notice or both,  would  constitute an event of default;  and that said
Lease  has  (initial  one):  () () not  been  amended,  modified,  supplemented,
extended, renewed, or assigned. been amended, modified, supplemented,  extended,
renewed or assigned as follows by the following described agreements:

     7. That the Lease provided for a primary term of  _________________________
years/months;  commencing  _______________  and  expiring on  the_______  day of
,19-il and that (please initial)

     ) neither the Lease nor any of the  documents  listed  above in Paragraph 6
(if any) contain an option for any additional term or terms.

     8. That  Landlord has not  rebated,  reduced or waived any amounts due from
Tenant under the lease,  either orally or in writing,  nor has Landlord provided
financing for, made loans or advances to, or invested in the business of Tenant.

     9. That,  to  Tenant's  actual  knowledge,  there is no  apparent or likely
contamination of the Real Property of the Premises by Hazardous  Materials,  and
Tenant  does not  use,  nor has  Tenant  disposed  of,  Hazardous  Materials  in
violation of Environmental Laws on the Real Property or the premises.

     10. That there are no actions,  voluntary or  involuntary,  pending against
the Tenant under the bankruptcy laws of the United States or any state thereof.

     11.  That  this  certification  is made  knowing  the is  relying  upon the
representations herein made.

     Estoppel to be acknowledged by Tenant - Tenant's  signature not required on
Exhibit to Lease.


                                   EXHIBIT "E"

<PAGE>
                            RANCHO CUCAMONGA VILLAGE

                              RULES AND REGULATIONS


     The rules and regulations set forth herein below are a part of that certain
Lease  which  these  rules and  regulations  are an Exhibit and into which Lease
these rules and regulations are hereby incorporated by this reference:

     1. The  sidewalk,  entrances,  truck  doors and Common  Areas  shall not be
obstructed  by any of the  Lessees  or used by them for any  purpose  other than
ingress and egress to and from their respective Lease Premises.  Lessee will not
place or allow to be placed  in these  areas any  waste  paper,  dust,  garbage,
refuse or anything  whatever that would tend to make them unclean or untidy,  or
hinder ingress and egress to their Lessees.

     2.  No one  shall  use the  Leased  Premises  for  sleeping  apartments  or
residential  purposes,  or for the storage of personal effects or articles other
than those required for business purposes.

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

     4.  Lessee  shall  not make or  permit  any  noise or odors  that  annoy or
interfere  with other  Lessees or persons  having  business  within the  Project
including,  but not  limited to the  operation  of any musical  sound  producing
installment  or device  inside or outside  the  leased  premises  without  prior
written consent of Lessor.

     5. Lessee shall give Lessor  prompt notice of any accident to or any defect
in the plumbing,  climate  control,  mechanical  or electrical  apparatus or any
other part of the Leased Premises or the Project.

     6. Lessee shall not keep animals or birds within the Project, and shall not
bring  bicycles,  motorcycles  or other  vehicles  into areas not  designated as
authorized for same.

     7. Lessee shall not store,  park or maintain  motor  vehicles in the Common
Area  Parking for  purposes of  conducting  a business  primarily  and  directly
involving said motor vehicles,  including without limitation,  selling, leasing,
washing,  repairing,  detailing,  storage,  maintenance  and/or painting of said
motor vehicles.

     8. Lessee shall not store,  park or maintain  motor  vehicles in the Common
Area  Parking for  purposes of  conducting  a business  primarily  and  directly
involving said motor vehicles,  including without limitation,  selling, leasing,
washing,  repairing,  detailing,  storage,  maintenance  and/or painting of said
motor vehicles.

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

     10. Lessee shall not alter any lock or install new or  additional  locks or
bolts without Landlord's prior written consent.

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

     12. Lessee shall not deface the walls,  partitions or other surfaces of the
Premises of the Project.  Lessee shall not mark, paint, drill into or in any way
deface  the  walls,  ceilings,  partitions,  floor or other part 0 of the Leased
Premises and the Project except with the prior written consent of Lessor.

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




                                   EXHIBIT "F"


                                   PAGE 1 OF 2

<PAGE>
RANCHO CUCAMONGA VILLAGE
Rules and Regulations
Page Two


     14. Lessee shall be entitled to park in common with other Lessees or Lessor
only in that portion of the parking area.  Lessee  agrees not to overburden  the
parking  facilities and agrees to cooperate with Lessor and other Lessees in the
use of the  parking  facilities.  Lessor  reserves  the  right  in its  absolute
discretion to determine whether parking facilities are becoming crowded,  and in
such event to allocate  parking  spaces  among  Lessee and other  Lessees and at
Lessor's elections to locate and, from time to time, relocate such space.

     15. No Lessee,  employee or invitee shall go upon the roof of the Building,
with Landlord's written prior consent.

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

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

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

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

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

     21.  Unless  otherwise  instructed,  every person using the parking area is
required to park and lock his own vehicle.  Lessor will not be  responsible  for
any damage to  vehicles,  injury to persons  or loss of  property,  all of which
risks are assumed by the party suing the parking area.

     22. ~essee s~fl~)be  responsi~e~r  seeing That a~ oti~s emp)oyees,  agents,
and invi~ees  comply with the applicable  parking rules,  regulations,  laws and
agreements.

     23. Lessor reserves the right to modify these rules and/or adopt such other
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper  operation of the parking  area.  Lessee agrees to abide by these
and such rules and regulations.








                                   EXHIBIT "F"


                                   Page 2 of 2

<PAGE>
                                   EXHIBIT "G"






                Exhibit "G" is intentionally omitted from Lease














                                   EXHIBIT "G"


                Exhibit "G" is intentionally omitted from Lease