EXHIBIT 10.1


                  COPPERFIELD INVESTMENT & DEVELOPMENT COMPANY
                                  OFFICE LEASE


1.       BASIC LEASE PROVISIONS ("BASIC LEASE PROVISIONS").

         1.1           PARTIES: This lease, dated, for reference purposes only,
                  MAY 28, 1997 is made by and between Copperfield Investment &
                  Development Company (herein called "Lessor") and COUNTRY STAR
                  RESTAURANTS, INC. doing business under the name of SAME
                  (herein called "Lessee").

         1.2           PREMISES: Suite Number(s) 428 on the 10TH floor,
                  consisting of approximately 3,833 rentable square feet, more
                  or less, as defined in paragraph 2 and shown on Exhibit "A"
                  hereto (the "Premises).

         1.3           BUILDING: Commonly described as being located at 4929
                  Wilshire Boulevard, in the City of Los Angeles, County of Los
                  Angeles, State of California, and as defined in paragraph 2.

         1.4           USE:  GENERAL OFFICE USE subject to paragraph 6.

         1.5           TERM: FIVE (5) YRS. commencing JULY 1, 1997
                  ("Commencement Date") and ending as defined in paragraph 3.

         1.6           BASE RENT: FIVE THOUSAND ONE HUNDRED SEVENTY FIVE
                  ($5,175.00) per month, payable on the 1ST day of each month,
                  per paragraph 4.1. mos 1-36, then $5,558.00 mos. 37-60.

         1.7           BASE RENT INCREASE: None.

         1.8           RENT PAID UPON EXECUTION: FIVE THOUSAND ONE HUNDRED
                  SEVENTY FIVE ($5,175.0) for the FIRST month(s) of the lease
                  term.

         1.9           SECURITY DEPOSIT PAID UPON EXECUTION: $5,175.00.

         1.10          LESSEE'S SHARES OF OPERATING EXPENSE INCREASE: N/A% as
                  defined in paragraph 4.2.

2.       PREMISES, PARKING AND COMMON AREAS.

         2.1           PREMISES: The Premises are a portion of a building,
                  herein sometimes referred to as the "Building" identified in
                  paragraph 1.3 of the Basic Lease Provisions. "Building" shall
                  include adjacent

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                  parking structures used in connection therewith. The Premises,
                  the Building, the Common Areas, the land upon which the same
                  are located, along with all other buildings and improvements
                  thereon or thereunder, are herein collectively referred to as
                  the "Office Building Project." Lessor hereby leases to Lessee
                  and Lessee leases from Lessor for the term, at the rental, and
                  upon all of the conditions set forth herein, the real property
                  referred to in the Basic Lease Provisions, paragraph 1.2, as
                  the "Premises," including rights to the Common Areas as
                  hereinafter specified.

         2.2           VEHICLE PARKING: So long as Lessee is not in default, and
                  subject to the rules and regulations attached hereto, and as
                  established by Lessor from time to time, Lessee shall be
                  entitled, but not obligated to rent and use 10 parking spaces
                  in the Office Building Project at the monthly rate applicable
                  from time to time for monthly parking as set by Lessor and/or
                  its licensee.

                  2.2.1      If Lessee commits, permits or allows any of the
                           prohibited activities described in the Lease or the
                           rules then in effect, then Lessor shall have the
                           right, without notice, in addition to such other
                           rights and remedies that it may have, to remove or
                           tow away the vehicle involved and charge the cost to
                           Lessee, which cost shall be immediately payable upon
                           demand by Lessor.

                  2.2.2      The monthly parking rate per parking space
                           will be the prevailing rate per month at the
                           commencement of the term of this Lease, and
                           is thereafter subject to change upon five (5)
                           days prior written notice to Lessee.  Monthly
                           parking fees shall be payable once month in
                           advance prior to the first day of each
                           calendar month.  (See Par. 53)

         2.3           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 Office Building
                  Project that are provided and designated by the Lessor from
                  time to time for the general non-exclusive use of Lessor,
                  Lessee and all other lessees of the Office Building Project
                  and their respective employees, suppliers, shippers, customers
                  and invitees, including but not limited to common entrances,
                  lobbies, corridors, stairways and stairwells, public
                  restrooms, elevators, escalators, parking areas to the extent
                  not otherwise prohibited by this Lease, loading and unloading
                  areas, trash areas,

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                  roadways, sidewalks, walkways, parkways, ramps, driveways,
                  landscaped areas and decorative walls.

         2.4           COMMON AREAS-RULES AND REGULATIONS: Lessee agrees to
                  abide by and conform to the rules and regulations attached
                  hereto as Exhibit "C" with respect to the Office Building
                  Project and Common Areas, and to cause its employees,
                  suppliers, shippers, customers, and invitees to so abide and
                  conform. Lessor or such other person(s) as Lessor may appoint
                  shall have the exclusive control and management of the Common
                  Areas and shall have the right, from time to time, to modify,
                  amend and enforce said rules and regulations. Lessor shall not
                  be responsible to Lessee for the noncompliance with said rules
                  and regulations by other lessees, their agents, employees and
                  invitees of the Office Building Project.

         2.5           COMMON AREA-CHANGES: Changes, Lessor shall have the
                  right, in Lessor's sole discretion, from time to time:

                       (a)          To make changes to the Building interior and
                               Common Areas, including, without limitation,
                               changes in the location, size, shape, number, and
                               appearance thereof, including but not limited to
                               the lobbies, windows, stairways, air shafts,
                               elevators, escalators, restrooms, driveways,
                               entrances, parking spaces, parking areas, loading
                               and unloading areas, ingress, egress, direction
                               of traffic, decorative walls, landscaped areas
                               and walkways; provided, however, Lessor shall at
                               all times provide the parking facilities required
                               by applicable law;

                       (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 and improvements
                               outside the boundaries of the Office Building
                               Project to be a part of the Common Area, provided
                               that such other land and improvements have a
                               reasonable and functional relationship to the
                               Office Building Project;

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

                       (e)          To use the Common Area while engaged in
                               making additional improvements, repairs or

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                               alterations to the Office Building Project, or
                               any portion thereof;

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

3.       TERM.

         3.1           TERM: The term of the Lease shall be SIXTY (60) months,
                  provided that if the Commencement Date (as defined herein) is
                  other than on the first day of the calendar month, the term of
                  the Lease shall be SIXTY (60) months plus the partial month in
                  which the Commencement Date occurs. The term of the Lease
                  shall begin and rent shall commence to accrue on the later of
                  (i) the day on which the improvements to the Premises to be
                  provided by Lessor (as set forth in the Work Letter attached
                  to this Lease) are substantially completed and possession of
                  the Premises is tendered to Lessee, or (ii) JULY 1, 1997 (the
                  later of said dates being the "Commencement Date").
                  Notwithstanding the Commencement Date, the parties acknowledge
                  that all obligations under the Lease are fully enforceable as
                  of the date the Lease is executed and delivered by the
                  parties. Once the Commencement Date has been ascertained, the
                  parties shall execute a Confirmation of Term of Lease in the
                  form and content set forth as Exhibit "B" hereto, incorporated
                  herein by this reference, however, the failure to execute the
                  Confirmation of Term of Lease shall not serve, in any way, to
                  delay or postpone the Commencement Date. Should the
                  Commencement Date be other than the first day of the calendar
                  month, the Base Rent for the initial partial month in which
                  the Commencement Date occurs shall be prorated on the basis of
                  a thirty (30) day month at the rate of ONE HUNDRED FIFTEEN AND
                  87/100 ($115.87) per day, and shall be due and payable on the
                  Commencement Date.

         3.2           EARLY ENTRY: Provided that Lessee shall in no way impede,
                  disrupt or otherwise interfere with Lessor's readying of the
                  Premises for Lessee's occupancy, Lessee shall have the right,
                  on three (3) days' prior written notice to Lessor, to enter
                  upon the Premises prior to the Commencement Date (the "Early
                  Entry"), in order to install trade fixtures and equipment and
                  to commence construction of any permitted improvements to the
                  Premises pursuant to the provisions of Paragraph 7.3 of the
                  Lease. Lessee shall pay all utility charges

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                  reasonably allocated to Lessee by Lessor as a result of
                  Lessee's Early Entry. Lessee further agrees to indemnify,
                  protect, defend and hold Lessor and the Premises harmless from
                  and against any and all liens, liabilities, losses, damages,
                  costs, expenses, demands, actions, causes of action and claims
                  (including, but not limited to, attorney's fees and legal
                  costs) arising out of the use, renovation or occupancy of the
                  Premises by Lessee or Lessee's agents or contractors in
                  connection with such Early Entry, Lessee understands and
                  agrees that Lessor's review of plans and specifications as
                  provided in Paragraph 7.3 of the Lease is solely to protect
                  the interests of Lessor in the Premises and the Office
                  Building Project and that Lessor shall in no way be deemed the
                  guarantor of, or responsible for, the accuracy or adequacy of
                  such plans and specifications or compliance of such plans and
                  specifications with applicable laws, ordinances or
                  regulations. Lessee's failure to complete such fixturization
                  and renovation work, if any, prior to the Commencement Date
                  shall in no way delay the Commencement Date or affect the
                  rental or other obligations of Lessee under the Lease.

         3.3           DELAY IN POSSESSION: Notwithstanding said Commencement
                  Date, if for any reason Lessor cannot deliver possession of
                  the Premises to Lessee on said date and subject to paragraph
                  3.3.2, 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 be obligated to pay rent
                  or perform any other obligation of Lessee under the terms of
                  this Lease, except as may be otherwise provided in this Lease,
                  until possession of the Premises is tendered to Lessee, as
                  hereinafter defined; provided, however, that if Lessor shall
                  not have delivered possession of the Premises within ninety
                  (90) days following said Commencement Date, as the same may be
                  extended under the terms of a Work Letter executed by Lessor
                  and Lessee, Lessee may, at Lessee's option, by notice in
                  writing to Lessor within ten (10) days thereafter, cancel this
                  Lease, in which event the parties shall be discharged from all
                  obligations hereunder; provided, however, that as to Lessee's
                  obligations, Lessee first reimburses Lessor for all costs
                  incurred for Non-Standard improvements and, as to Lessor's
                  obligations, Lessor shall return any money previously
                  deposited by Lessee (less any offsets due Lessor for
                  Non-Standard improvements); and provided further, that if such
                  written notice by Lessee is not received by Lessor within said
                  ten (10) day period, Lessee's right to cancel this Lease
                  hereunder shall

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                  terminate and be of no further force or effect.

                  3.3.1      POSSESSION TENDERED-DEFINED: Possession of the
                           Premises shall be deemed tendered to Lessee ("Tender
                           of Possession") when (1) the improvements to be
                           provided by Lessor under this Lease are substantially
                           completed, (2) the Building utilities are ready for
                           use in the Premises, (3) Lessee has reasonable access
                           to the Premises, and (4) ten (10) days shall have
                           expired following advance written notice to Lessee of
                           the occurrence of the matters described in (1), (2)
                           and (3), above of this paragraph 3.3.1.

                  3.3.2      DELAYS CAUSED BY LESSEE: There shall be no
                           abatement of rent, and the ninety (90) day period
                           following the Commencement Date before which Lessee's
                           right to cancel, this Lease accrues under paragraph
                           3.2, shall be deemed extended to the extent of any
                           delays caused by acts or omissions of Lessee,
                           Lessee's agents, employees and contractors.

         3.4           EARLY POSSESSION: If Lessee occupies the Premises prior
                  to said Commencement Date, such occupancy shall be subject to
                  all provisions of this Lease, such occupancy shall not change
                  the termination date, and Lessee shall pay rent for such
                  occupancy.

         3.5           UNCERTAIN COMMENCEMENT: In the event commencement of the
                  Lease term is defined as the completion of the improvements,
                  Lessee and Lessor shall execute a Confirmation of Term of
                  Lease, in the form annexed hereto as Exhibit "B" to this
                  Lease, establishing the date of Tender of Possession (as
                  defined in paragraph 3.3.1) or the actual taking of possession
                  by Lessee, whichever first occurs, as the Commencement Date.

4.       RENT.

         4.1           BASE RENT: Except as may be otherwise expressly provided
                  in this Lease, Lessee shall pay to Lessor the Base Rent for
                  the Premises set forth in paragraph 1.6 of the Basic Lease
                  Provisions, without offset or deduction. Lessee shall pay
                  Lessor upon execution hereof the advance Base Rent described
                  in paragraph 1.8 of the Basic Lease Provisions. Rent for any
                  period during the term hereof which is for less than one month
                  shall be prorated on the basis of a thirty (30) day month.
                  Rent shall be payable in lawful money at the United States to
                  Lessor at the address stated herein or to such other persons
                  or at such other places as Lessor

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                  may designate in writing.

5.       SECURITY DEPOSIT. Lessee shall deposit with Lessor upon execution
hereof the security deposit set forth in paragraph 1.9 of the Basic Lease
Provisions as security for Lessee's faithful performance of Lessee's obligations
hereunder. If Lessee fails to pay rent or other charges due hereunder, or
otherwise defaults with respect to any provision of this Lease, Lessor may use,
apply or retain all or any portion of said deposit for the payment of any rent
or other charge in default, for the payment of any other sum to which Lessor may
become obligated by reason of Lessee's default, or to compensate Lessor for any
loss or damage which Lessor may suffer thereby. If Lessor so uses or applies all
or any portion of said deposit, Lessee shall within ten (10) days after written
demand therefor deposit cash with Lessor in an amount sufficient to restore said
deposit to the full amount then required of Lessee. If the monthly Base Rent
shall, from time to time, increase during the term of this Lease, Lessee shall,
at the time of such increase, deposit with Lessor additional money as a security
deposit so that the total amount of the security deposit held by Lessor shall at
all times bear the same proportion to the than Current Base Rent as the initial
security deposit bears to the Initial Base Rent set forth in paragraph 1.6 of
the Basic Lease Provisions. Lessor shall not be required to keep said security
deposit separate from its general accounts. If Lessee performs all of Lessee's
obligations hereunder, said deposit, or so much thereof as has not heretofore
been applied by Lessor, shall be returned, without payment of interest or other
increment for its use, to Lessee (or, at Lessor's option, to the last assignee,
if any, of Lessee's interest hereunder) at the expiration of the term hereof,
and after Lessee has vacated the Premises. No trust relationship is created
herein between Lessor and Lessee with respect to said Security Deposit.

6.       USE.

         6.1           USE: The Premises shall be used and occupied only for the
                  purpose set forth in Paragraph 1.4 of the Basic Lease
                  Provisions or any other use which is reasonably comparable to
                  that use and for no other purpose.

         6.2           COMPLIANCE WITH LAW:

                       (a)          Lessor warrants to Lessee that the Premises,
                               in the state existing on the date that the Lease
                               term commences, but without regard to alterations
                               or improvements made by Lessee or the use for
                               which Lessee will occupy the Premises, does not
                               violate any covenants or restrictions of record,
                               or any applicable building code, regulation or
                               ordinance in effect on such Lease term

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                               Commencement Date, in the event it is determined
                               that this warranty has been violated, then it
                               shall be the obligation of the Lessor, after
                               written notice from Lessee, to promptly, at
                               Lessor's sole cost and expense, rectify any such
                               violation.

                       (b)          Except as provided in paragraph 6.2(a)
                               Lessee shall, at Lessee's expense, promptly
                               comply with all applicable statutes, ordinances,
                               rules, regulations, orders, covenants and
                               restrictions of record, and requirements of any
                               fire insurance underwriters or rating bureaus,
                               now in effect or which may hereafter come into
                               effect, whether or not they reflect a change in
                               policy from that now existing, during the term or
                               any part of the term hereof, relating in any
                               manner to the Premises and the occupation and use
                               by Lessee of the Premises. Lessee shall conduct
                               its business in a lawful manner and shall not use
                               or permit the use of the Premises or the Common
                               Areas in any manner that will tend to create
                               waste or a nuisance or shall tend to disturb
                               other occupants of the Office Building Project.

         6.3           CONDITION OF PREMISES:

                       (a)          Lessor shall deliver the Premises to Lessee
                               in a clean condition on the Lease Commencement
                               Date (unless Lessee is already in possession) and
                               Lessor warrants to Lessee that the plumbing,
                               lighting, air conditioning, and heating system in
                               the Premises shall be in good operating
                               condition. In the event that it is determined
                               that this warranty has been violated, then it
                               shall be the obligation of Lessor, after receipt
                               of written notice from Lessee setting forth with
                               specificity the nature of the violation, to
                               promptly, at Lessor's sole cost, rectify such
                               violation.

                       (b)          Except as otherwise provided in this Lease,
                               Lessee hereby accepts the Premises and the Office
                               Building Project in their condition existing as
                               of the Lease Commencement Date or the date that
                               Lessee takes possession of the Premises,
                               whichever is earlier, subject to all applicable
                               zoning, municipal, county and state laws,
                               ordinances and regulations governing and
                               regulating the

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                               use of the Premises, and any easements, covenants
                               or restrictions of record, and accepts this Lease
                               subject thereto and to all matters disclosed
                               thereby and by any exhibits attached hereto.
                               Lessee acknowledges that it has satisfied itself
                               by its own independent investigation that the
                               Premises are suitable for its intended use, and
                               that neither Lessor nor Lessor's agent or agents
                               has made any representation or warrant as to the
                               present or future suitability of the Premises,
                               Common Areas, or Office Building Project for the
                               conduct of Lessee's business.

         6.4           FLOOR LOAD; PREVENTION OF VIBRATION AND NOISE: Lessee
                  shall not place a load upon the Premises exceeding an average
                  rate of seventy (70) pounds of live load per square foot of
                  floor area; partitions shall be considered as part of the live
                  load. Lessor may prescribe the weight and position of all
                  safes, files and heavy equipment that Lessee desires to place
                  in the premises, so as to properly distribute their weight.
                  Lessee's business machines and mechanical equipment which
                  cause vibration or noise that may be transmitted to the
                  Building structure or to any other space in the Building shall
                  be installed, maintained and used by Lessee in such manner as
                  to eliminate such vibration or noise. Lessee shall be
                  responsible for the cost of all structural engineering
                  required to determine structural load and all acoustical
                  engineering required to address any noise or vibration problem
                  caused by Lessee.

         6.5           ENVIRONMENTAL COMPLIANCE; HAZARDOUS MATERIALS OR
                  ACTIVITIES: Lessee shall at all times and in all respect
                  comply with all federal, state and local laws, ordinances and
                  regulations relating to industrial hygiene, environmental
                  protection and/or the use, analysis, generation, manufacture,
                  storage, presence, disposal or transportation of any
                  "Hazardous Materials" (as hereinafter defined). Lessee shall
                  not cause or permit any hazardous wastes, toxic substances or
                  toxic or hazardous materials (collectively "Hazardous
                  Materials") to be brought upon, used, generated, stored or
                  disposed of on, under or about, or transported to or from, the
                  Premises (collectively, "Hazardous Materials Activities")
                  without first receiving Lessor's written consent, which
                  consent may be withheld by Lessor in its absolute discretion
                  and may be revoked at any time. If Lessor consents to any such
                  Hazardous Materials Activities, Lessee shall conduct them in
                  strict compliance (at Lessee's sole cost and expense) with all
                  applicable Regulations, as hereinafter defined, and

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                  using all necessary and appropriate precautions. Lessor shall
                  not be liable to Lessee for any Hazardous Materials Activities
                  by Lessee, Lessee's employees, agents, contractors, licensees
                  or invitees, whether or not consented to by Lessor. For
                  purposes hereof, Hazardous Materials shall include, but not be
                  limited to, substances defined as "hazardous substances,"
                  toxic substances," or "hazardous wastes" in the Comprehensive
                  Environmental Response, Compensation and Liability Act of
                  1980; Resource Conservation and Recovery Act of 1976;
                  Hazardous Materials Transportation Act; section 25117 of the
                  California Health and Safety Code; all other laws and
                  ordinances governing similar matters; and any regulations
                  adopted and publications promulgated pursuant to said laws
                  (collectively "Regulations"). Prior to using, storing or
                  maintaining any Hazardous Materials on or about the Premiss,
                  Lessee shall provide Lessor with a list of the types and
                  quantities thereof, and shall update such list as necessary
                  for continued accuracy. Lessee shall also provide Lessor with
                  a copy of any Hazardous Materials inventory statement required
                  by any applicable Regulation, and any update file in
                  accordance with any applicable Regulation. If Lessee's
                  activities violate or create a risk of violation of any
                  Regulation, Lessee shall cease such activities immediately,
                  including (but not limited to) upon notice from Lessor. Lessee
                  shall immediately notify Lessor both by telephone and in
                  writing of any spill or unauthorized discharge of Hazardous
                  Materials or of any condition constituting an "imminent
                  hazard" under any Regulation. Lessor, Lessor's representatives
                  and employees 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 laws, rules, regulations, ordinances and
                  directives relating in any manner to the Premises, including
                  but not limited to matters pertaining to the use, generation,
                  manufacture, production, installation, maintenance, removal,
                  transportation, storage, spill or release of any Hazardous
                  Materials. Lessee shall indemnify, protect, defend (with
                  counsel acceptable to Lessor) and hold Lessor, its agents,
                  employees, lenders and the Premises, harmless from and against
                  any and all loss of rents and/or damages, liabilities,
                  judgments, costs, claims, liens, expenses, penalties, permit
                  fees, and attorney's and consultant's fees arising out of or
                  involving any Hazardous Materials brought onto, manufactured,
                  produced or stored at, discharged or transported from, the
                  Premises by or for Lessee, its agents, contractors, invitees,
                  successors or assigns, or in any way under Lessee's control.
                  Lessee's

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                  obligations under this Paragraph shall include, but not be
                  limited to, the effects of any contamination or injury to any
                  person, property or the environment created or permitted by
                  Lessee, and the cost of investigation (including consultant's
                  and attorney's fees and testing), removal, remediation,
                  restoration and/or abatement thereof, or of any contamination
                  therein involved, and shall survive the expiration or earlier
                  termination of this Lease. No termination, cancellation or
                  release agreement entered into by Lessor and Lessee shall
                  release Lessee from its obligations under this Lease with
                  respect to Hazardous Materials or Hazardous Materials
                  Activities, unless specifically so agreed by Lessor in writing
                  at the time of such agreement.

7.       MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES:

         7.1           LESSOR'S OBLIGATIONS: Lessor shall keep the Office
                  Building Project, including the Premises, interior and
                  exterior walls, roof, and common areas, and the equipment
                  whether used exclusively for the Premises or in common with
                  other premises, in good condition and repair; provided,
                  however, Lessor shall not be obligated to paint, repair or
                  replace wall coverings, or to repair or replace any
                  improvements that are not ordinarily a part of the Building or
                  are above then Building standards. Except as provided in
                  paragraph 9.5, there shall be no abatement of rent or
                  liability of Lessee on account of any injury or interference
                  with Lessee's business with respect to any improvements,
                  alterations or repairs made by Lessor to the Office Building
                  Project or any part thereof. Lessee expressly waives the
                  benefits of any statute nor 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 Premises in good order, condition and repair.

         7.2           LESSEE'S OBLIGATIONS:

                       (a)          Notwithstanding Lessor's obligation to keep
                               the Premises in good condition and repair, Lessee
                               shall be responsible for payment of the cost
                               thereof to Lessor as additional rent for that
                               portion of the cost of any maintenance and repair
                               of the Premises, or any equipment (wherever
                               located) that serves only Lessee or the Premises,
                               to the extent such cost is attributable to causes
                               beyond normal wear and tear, including, but not
                               limited excessive use. Lessee shall be
                               responsible for the cost of

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                               painting, repairing or replacing wall coverings,
                               and to repair or replace any Premises
                               improvements that are not ordinarily a part of
                               the Building or that are above then Building
                               standards. Lessor may, at its option, upon
                               reasonable notice, elect to have Lessee perform
                               any particular such maintenance or repairs the
                               cost of which is otherwise Lessee's
                               responsibility hereunder.

                       (b)          On the last day of the term hereof, or on
                               any sooner termination, Lessee shall surrender
                               the Premises to Lessor in the same condition as
                               received, ordinary wear and tear excepted, clean
                               and free of debris. Any damage or deterioration
                               of the Premises shall not be deemed ordinary wear
                               and tear if the same could have been prevented by
                               good maintenance practices by Lessee. Lessee
                               shall repair any damage to the Premises
                               occasioned by the installation or removal of
                               Lessee's trade fixtures, alterations, furnishings
                               and equipment. Except as otherwise stated in this
                               Lease, Lessee shall leave the air lines, power
                               panels, electrical distribution systems, lighting
                               fixtures, air conditioning, window coverings,
                               wall coverings, carpets, wall paneling, ceilings
                               and plumbing on the Premises and in good
                               operating condition.

         7.3           ALTERATIONS AND ADDITIONS.

                       (a)          Lessee shall not, without Lessor's prior
                               written consent make any alterations,
                               improvements, additions, Utility Installations or
                               repairs in, on or about the Premises, or the
                               Office Building Project. As used in this
                               paragraph 7.3 the term "Utility Installation"
                               shall mean carpeting, window and wall coverings,
                               power panels, electrical distribution systems,
                               lighting fixtures, air conditioning, plumbing,
                               and telephone and telecommunication wiring and
                               equipment. At the expiration of the term, Lessor
                               may require the removal of any or all of said
                               alterations, improvements, additions or Utility
                               Installations, and the restoration of the
                               Premises and the Office Building Project to their
                               prior condition, at Lessee's expense. Should
                               Lessor permit Lessee to make its own alterations,
                               improvements, additions or Utility Installations,
                               Lessee shall use

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                               only such contractor as has been expressly
                               approved by Lessor. Lessor may require Lessee to
                               provide Lessor, at Lessee's sole cost and
                               expense, a lien and completion bond in an amount
                               equal to one and one-half times the estimated
                               cost of such improvements, to insure Lessor
                               against any liability for mechanic's and
                               materialmen's liens and to insure completion of
                               the work, and evidence of such contractor(s)
                               general liability insurance and worker
                               compensation insurance in form and amounts
                               reasonably satisfactory to Lessor and naming
                               Lessor as an additional insured. Should Lessee
                               make any alterations, improvements, additions or
                               Utility Installations without the prior approval
                               of Lessor, or use a contractor not expressly
                               approved by Lessor, Lessor may, at any time
                               during the term of this Lease, require that
                               Lessee remove any part or all of the same.

                       (b)          Any alterations, improvements, additions or
                               Utility Installations in or about the Premises or
                               the Office Building Project that Lessee shall
                               desire to make shall be presented to Lessor in
                               written form, with proposed detailed plans. If
                               Lessor shall give its consent to Lessee's making
                               such alteration, improvement, addition or Utility
                               Installation, the consent shall be deemed
                               conditioned upon Lessee acquiring a permit to do
                               so from the applicable governmental agencies,
                               furnishing a copy thereof to Lessor prior to the
                               commencement of the work, and compliance by
                               Lessee with all conditions of said permit in a
                               prompt and expeditious manner.

                       (c)          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 in
                               the Premises, which claims are or may be secured
                               by any mechanic's or materialmen's lien against
                               the Premises, the Building or the Office Building
                               Project, or any interest therein.

                       (d)          Lessee shall give Lessor not less than ten
                               (10) days' notice prior to the commencement of
                               any work in the Premises by Lessee, and Lessor
                               shall have the right to post notices of
                               non-responsibility in or on the Premises or the
                               Building as provided by

                                      -13-
<PAGE>

                               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 itself
                               and Lessor 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, the Building
                               of the Office Building Project, upon the
                               condition that if Lessor shall require, Lessee
                               shall furnish to Lessor a surety bond
                               satisfactory to Lessor in an amount equal to such
                               contested lien, claim or demand indemnifying
                               Lessor against liability for the same and holding
                               the Premises, the Building and the Office
                               Building Project free from the effect of such
                               lien or claim. In addition, Lessor may require
                               Lessee to pay Lessor's reasonable attorneys' fees
                               and costs in participating in such action if
                               Lessor shall decide it is to Lessor's best
                               interest to do so.

                       (e)          All alterations, improvements, additions and
                               Utility Installations (whether or not such
                               Utility Installations constitute trade fixtures
                               of Lessee), which may be made to the Premises by
                               Lessee, including but not limited to floor
                               covering, panelings, doors, drapes, built-ins,
                               moldings, sound attenuation, and lighting and
                               telephone or communication systems, conduit,
                               wiring and outlast, shall be made and done in a
                               good and workmanlike manner and of good and
                               sufficient quality and materials and shall be the
                               property of Lessor and remain upon and be
                               surrendered with the Premises at the expiration
                               of the Lease term, unless Lessor requires their
                               removal pursuant to paragraph 7.3(a). Provided
                               Lessee is not in default, notwithstanding the
                               provisions of this paragraph 7.3(e), Lessee's
                               personal property and equipment, other than that
                               which is affixed to the Premises so that it
                               cannot be removed without material change to the
                               Premises or the Building, and other than Utility
                               Installations, shall remain the property of
                               Lessee and may be removed by Lessee subject to
                               the provisions of paragraph 7.2.

                       (f)          Lessee shall provide Lessor with as-built
                               plans and specifications for any alterations,
                               improvements, additions or Utility Installations.

                                      -14-
<PAGE>

         7.4           UTILITY ADDITIONS: Lessor reserves the right to install
                  new or additional utility facilities throughout the Office
                  Building Project for the benefit of Lessor or Lessee, or any
                  other lessee of the Office Building Project, including, but
                  not by way of limitation, such utilities as plumbing,
                  electrical systems, communications systems, and fire
                  protection and detection systems, so long as such
                  installations do not unreasonably interfere with Lessee's use
                  of the Premises.

8.       INSURANCE; INDEMNITY:

         8.1           LIABILITY INSURANCE-LESSEE: Lessee shall, at Lessee's
                  expense, obtain and keep in force during the term of this
                  Lease a policy of Comprehensive General Liability Insurance
                  utilizing an insurance Services Office standard form with
                  Broad Form General Liability Endorsement (GLO404), or
                  equivalent, in an amount of not less than $1,000,000 per
                  occurrence of bodily injury and property damage combined or in
                  a greater amount as reasonably determined by Lessor and shall
                  insure Lessee with Lessor as an additional insured against
                  liability arising out of the use, occupancy or maintenance of
                  the Premises. Compliance with the above requirement shall not,
                  however, limit the liability of Lessee hereunder.

         8.2           LIABILITY INSURANCE-LESSOR: Lessor shall obtain and keep
                  in force during the term of this Lease a policy of Combined
                  Single Limit Bodily Injury and Broad Form Property Damage
                  insurance, plus coverage against such other risks Lessor deems
                  advisable from time to time, insuring Lessor, but not Lessee,
                  against liability arising out of the ownership, use, occupancy
                  or maintenance of the Office Building Project in an amount not
                  less than $5,000,000.00 per occurrence.

         8.3           PROPERTY INSURANCE-LESSEE: Lessee shall, at Lessee's
                  expense, obtain and keep in force during the term of this
                  Lease for the benefit of Lessee, replacement cost fire and
                  extended cooperage insurance, with vandalism and malicious
                  mischief, sprinkler leakage and earthquake sprinkler leakage
                  endorsements, in an amount sufficient to cover not less than
                  100% of the full replacement cost, as the same may exist from
                  time to time, of all of Lessee's personal property, fixtures,
                  equipment and tenant improvements.

         8.4           PROPERTY INSURANCE-LESSOR: Lessor shall obtain and keep
                  in force during the term of this Lease a policy or policies of
                  insurance covering loss or damage

                                      -15-
<PAGE>

                  in the Office Building Project improvements, but not Lessee's
                  personal property, fixtures, equipment or tenant improvements,
                  in the amount of the full replacement cost thereof, as the
                  same may exist from time to time, utilizing Insurance Services
                  Office standard form, or equivalent, providing protection
                  against all perils included within the classification of fire,
                  extended coverage, vandalism, malicious mischief, plate glass,
                  and such other perils as Lessor deems advisable or may be
                  required by a lender having a lien on the Office Building
                  Project. In addition, Lessor shall obtain and keep in force,
                  during the term of this Lease, a policy of rental value
                  insurance covering a period of one year, with loss payable to
                  Lessor, which insurance shall also cover all Operating
                  Expenses for said period. Lessee will not be named in any such
                  policies carried by Lessor and shall have no right to any
                  proceeds therefrom. The policies required by these paragraphs
                  8.2 and 8.4 shall contain such deductibles as Lessor or the
                  aforesaid lender may determine. In the event that the Premises
                  shall suffer an insured loss as defined in paragraph 9.1(f)
                  hereof, the deductible amounts under the applicable insurance
                  policies shall be deemed an Operating Expense. Lessee shall
                  not do or permit to be done anything which shall invalidate
                  the insurance policies carried by Lessor. Lessee shall pay the
                  entirety of any increase in the property insurance premium for
                  the Office Building Project over what it was immediately prior
                  to the commencement of the term of this Lease if the increase
                  is specified by Lessor's insurance carrier as being caused by
                  the nature of Lessee's occupancy or any act or omission of
                  Lessee.

         8.5           INSURANCE POLICIES: Lessee shall deliver to Lessor copies
                  of liability insurance policies required under paragraph 8.1
                  or certificate evidencing the existence and amounts of such
                  insurance within seven (7) days after the Commencement Date of
                  this Lease. No such policy shall be cancelable or subject to
                  reduction of coverage or other modification except after
                  thirty (30) days prior written notice to Lessor. Lessee shall,
                  at least thirty (30) days prior to the expiration of such
                  policies, furnish Lessor with renewals thereof.

         8.6           WAIVER OF SUBROGATION: Lessee and Lessor each hereby
                  release and relieve the other, and waive their entire right of
                  recovery against the other, for direct consequential loss or
                  damage arising out of or incident to the perils covered by
                  property insurance carried by such party, whether due to
                  negligence of Lessor or Lessee or their agents, employees,
                  contractors and/or

                                      -16-
<PAGE>

                  invitees.  If necessary all property insurance policies
                  required under this Lease shall be endorsed to so
                  provide.

         8.7           INDEMNITY: Lessee shall indemnify and hold harmless
                  Lessor and its agents, Lessor's master or ground lessor,
                  partners and lenders, from and against any and all claims for
                  damage to the person or property of anyone or any entity
                  arising from Lessee's use of the Office Building Project, or
                  from the conduct of Lessee's business or from any activity,
                  work or things done, permitted or suffered by Lessee in or
                  about the Premises or elsewhere and shall further indemnify
                  and hold harmless Lessor from and against any and all claims,
                  costs and expenses arising from any breach or default in the
                  performance of any obligation on Lessee's part to be performed
                  under the terms of this Lease, or arising from any act or
                  omission of Lessee, or any of Lessee's agents, contractors,
                  employees, or invitees, and from and against all costs,
                  attorney's fees, expenses and liabilities incurred by Lessor
                  as the result of any such use, conduct, activity, work, things
                  done, permitted or suffered, breach, default or negligence and
                  in dealing reasonably therewith, including but not limited to
                  the defense or pursuit of any claim or any action or
                  proceeding involved therein; and in case any action or
                  proceeding involved therein; and in case any action or
                  proceeding be brought against Lessor by reason of any such
                  matter, Lessee upon notice from Lessor shall defend the same
                  at Lessor'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. Lessee, as a material part of the
                  consideration to Lessor, hereby assumes all risk of damage to
                  property of Lessee or injury to persons, in, upon or about the
                  Office Building Project arising from any cause and Lessee
                  hereby waives all claims in respect thereof against Lessor.

         8.8           EXEMPTION OF LESSOR FROM LIABILITY: Lessee hereby agrees
                  that Lessor shall not be liable for injury to Lessee's
                  business or any loss of income therefrom or for loss of or
                  damage to the goods, wares, merchandise or other property of
                  Lessee, Lessee's employees, invitees, customers, or any other
                  person in or about the Premises or the Office Building
                  Project, nor shall Lessor be liable for injury to the person
                  of Lessee, Lessee's employees, agents or contractors, whether
                  such damage or injury is caused by or results from theft,
                  fire, steam, electricity, gas, water or rain, for from the
                  breakage, leakage, obstruction or other defects of pipes,
                  sprinklers, wires, appliances, plumbing, air

                                      -17-
<PAGE>

                  conditioning or lighting fixtures, or from any other cause,
                  whether said damage or injury results from conditions arising
                  upon the Premises or upon other portions of the Office
                  Building Project, or from other sources or places, or from new
                  construction or the repair, alteration or improvement of any
                  part of the Office Building Project, or of the equipment,
                  fixtures or appurtenances applicable thereto, and regardless
                  of whether the cause of such damage or injury or the means of
                  repairing the same is unaccessible, Lessor shall not be liable
                  for any damages arising from any act or neglect of any other
                  leases, occupant or user of the Office Building Project, nor
                  from the failure of Lessor to enforce the provisions of any
                  other lease of any other lessee of the Office Building
                  Project.

         8.9           NO REPRESENTATION OF ADEQUATE COVERAGE: Lessor makes no
                  representation that the limits or forms of coverage of
                  insurance specified in this paragraph 8 are adequate to cover
                  Lessee's property or obligations under this Lease.

9.       DAMAGE OR DESTRUCTION:

         9.1           DEFINITIONS:

                       (a)          "Premises Damage" shall mean if the Premises
                               are damaged or destroyed to any extent.

                       (b)          "Premises Building Partial Damage" shall
                               mean if the Building of which the Premises are a
                               part is damaged or destroyed to the extent that
                               the cost to repair is fifty percent (50%) or more
                               of the then Replacement Cost of the Building.

                       (c)          "Premises Building Total Destruction" shall
                               mean if the Building of which the Premises are a
                               part is damaged or destroyed to the extent that
                               the cost to repair is fifty percent (50%) or more
                               of the then Replacement Cost of the Building.

                       (d)          "Office Building Project Buildings" shall
                               mean all of the buildings on the Office Building
                               Project site.

                       (e)          "Office Building Project Total Destruction"
                               shall mean if the Office Building Project
                               Buildings are damaged or destroyed to the extent
                               that the cost of repair is fifty percent (50%) or
                               more of the

                                      -18-
<PAGE>

                               then Replacement Cost of the Office Building
                               Project Buildings.

                       (f)          "Insured Loss" shall mean damage or
                               destruction which was caused by an event required
                               to be covered by the insurance described in
                               paragraph 8. The fact that an Insured Loss has a
                               deductible amount shall not make the loss an
                               uninsured loss.

                       (g)          "Replacement Cost" shall mean the amount of
                               money necessary to be spent in order to repair or
                               rebuild the damaged area to the condition that
                               existed immediately prior to the damage
                               occurring, excluding all improvements made by
                               lessees, other than those installed by Lessor at
                               Lessee's expense.

         9.2           PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE:

                       (a)          INSURED LOSS: Subject to the provisions of
                               paragraphs 9.4 and 9.5, if at any time during the
                               term of this Lease there is damage which is an
                               insured Loss and which falls into the
                               classification of either Premises Damage or
                               Premises Building Partial Damage, then Lessor
                               shall, as soon as reasonably possible and to the
                               extent the required materials and labor are
                               readily available through usual commercial
                               channels, at Lessor's expense, repair such damage
                               (but not Lessee's fixtures, equipment or tenant
                               improvements originally paid for by Lessee) to
                               its condition existing at the time of the damage,
                               and this Lease shall continue in full force and
                               effect.

                       (b)          UNINSURED LOSS: Subject to the provisions of
                               paragraphs 9.4 and 9.5, if at any time during the
                               term of this Lease there is damage which is not
                               an Insured Loss and which falls within the
                               classification of Premises Damage or Premises
                               Building Partial Damage, unless caused by a
                               negligent or willful act of Lessee (in which
                               event Lessee shall make the repairs at Lessee's
                               expense), which damage prevents Lessee from
                               making any substantial use of the Premises,
                               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 fin full force and effect, or

                                      -19-
<PAGE>

                               (ii) give written notice to Lessee within thirty
                               (30) days after the date of the occurrence of
                               such damage of Lessor's intention to cancel and
                               terminate this Lease as of the date of the
                               occurrence of such damage, in which event this
                               Lease shall terminate as of the date of the
                               occurrence of such damage.

         9.3           PREMISES BUILDING TOTAL DESTRUCTION; OFFICE BUILDING
                  PROJECT TOTAL DESTRUCTION: Subject to the provisions of
                  paragraphs 9.4 and 9.5, if at any time during the term of this
                  Lease there is damage, whether or not it is an insured Loss,
                  which falls into the classifications of either (i) Premises
                  Building Total Destruction, or (ii) Office Building Project
                  Total Destruction, then Lessor may at Lessor's option either
                  (1) repair such damage or destruction as soon as reasonably
                  possible at Lessor's expense (to the extent the required
                  materials are readily available through usual commercial
                  channels) to its condition existing at the time of the damage,
                  but not Lessee's fixtures, equipment or tenant improvements,
                  and this Lease shall continue fin full force and effect, or
                  (ii) give written notice to Lessee within thirty (30) days
                  after the date of occurrence of such damage of Lessor's
                  intention to cancel and terminate this Lease, in which case
                  this Lease shall terminate as of the date of the occurrence of
                  such damage.

         9.4           DAMAGE NEAR END OF TERM:

                       (a)          Subject to paragraph 9.4(b), if at any time
                               during the last twelve (12) months of the term of
                               this Lease there is substantial damage to the
                               Premises, Lessor may at Lessor's option cancel
                               and terminate this Lease as of 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.

                       (b)          Notwithstanding paragraph 9.4(a), in the
                               event that Lessee has an option to extend or
                               renew this Lease, and the time within which said
                               option may be exercised has not yet expired,
                               Lessee shall exercise such option, if it is to be
                               exercised at all, no later than twenty (20) days
                               after the occurrence of an Insured Loss falling
                               within the classification of Premises Damage
                               during the last twelve (12) months of the term of
                               this

                                      -20-
<PAGE>

                               Lease. If Lessee duly exercises such option
                               during said twenty (20) day period, Lessor shall,
                               at Lessor's expense, repair such damages, but not
                               Lessee's fixtures, equipment or tenant
                               improvements, as soon as reasonably possible and
                               this Lease shall continue in full force and
                               effect. If Lessee fails to exercise such option
                               during said twenty (20) day period, then Lessor
                               may at Lessor's option terminate and cancel this
                               Lease as of the expiration of said twenty (20)
                               day period by giving written notice to Lessee of
                               Lessor's election to do so within ten (10) days
                               after the expiration of said twenty (20) day
                               period, notwithstanding any term or provision in
                               the grant of option to the contrary.

         9.5           ABATEMENT OF RENT; LESSEE'S REMEDIES:

                       (a)          In the event Lessor repairs or restores the
                               Building or Premises pursuant to the provisions
                               of this paragraph 9, and any part of the Premises
                               are not usable (including loss of use due to loss
                               of access or essential services), the rent
                               payable hereunder (including Lessee's Share at
                               Operating Expense Increase) for the period during
                               which such damage, repair or restoration
                               continues shall be abated, provided (1) the
                               damage was not the result of the negligence of
                               Lessee, and (2) such abatement shall only be to
                               the extent the operation and profitability of
                               Lessee's business as operated from the Premises
                               is adversely affected. Except for said abatement
                               of rent, if any, Lessee shall have no claim
                               against Lessor for any damage suffered by reason
                               of any such damage, destruction, repair or
                               restoration.

                       (b)          If Lessor shall be obligated to repair or
                               restore the Premises or the Building under the
                               provisions of this Paragraph 9 and shall not
                               commence such repair or restoration within ninety
                               (90) days after such occurrence, or if Lessor
                               shall not complete the restoration and reaper
                               within six (6) months after such occurrence,
                               Lessee may at Lessee's option cancel and
                               terminate this Lease by giving Lessor written
                               notice of Lessee's election to do so at any time
                               prior to the commencement or completion,

                                      -21-
<PAGE>

                               respectively, of such repair or restoration. In
                               such event this Lease shall terminate as of the
                               date of such notice.

                       (c)          Lessee agrees to cooperate with Lessor in
                               connection with any such restoration and repair,
                               including but not limited to the approval and/or
                               execution of plans and specifications required.

         9.6           TERMINATION-ADVANCE PAYMENTS: Upon termination of this
                  Lease pursuant to this paragraph 9, an equitable adjustment
                  shall be made concerning advance rent and any advance payments
                  made by Lessee to Lessor. Lessor shall, in addition, return to
                  Lessee so much of Lessee's security deposit as has not
                  theretofore been applied by Lessor.

         9.7           WAIVER: Lessor and Lessee waive the provisions of any
                  statute which relates to termination of leases when leased
                  property is destroyed and agree that such event shall be
                  governed by the term of this Lease.

10.      REAL PROPERTY TAXES.

         10.1          PAYMENT OF TAXES: Lessor shall pay the real property
                  taxes, as defined in paragraph 10.3, applicable to the Office
                  Building Project, subject to reimbursement by Lessee of
                  Lessee's Share of such taxes in accordance with the provisions
                  of paragraph 4.2, except as otherwise provided in paragraph
                  10.2

         10.2          ADDITIONAL IMPROVEMENTS: Lessee shall not be responsible
                  for paying any increase in real property tax specified in the
                  tax assessor's records and work sheets as being caused by
                  additional improvements placed upon the Office Building
                  Project by other lessees or by Lessor for the exclusive
                  enjoyment of any other lessee. Lessee shall, however, pay to
                  Lessor at the time that Operating Expenses are payable under
                  paragraph 4.2(c) the entirety of any increase in real property
                  tax if assessed solely by reason of additional improvements
                  placed upon the Premises by Lessee or at Lessee's request.

         10.3          DEFINITION OF "REAL PROPERTY TAX:" As used herein, the
                  term "real property tax" 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 on the Office Building Project or any
                  portion thereof by any authority having the direct

                                      -22-
<PAGE>

                  or indirect power to tax, including any city, county, state or
                  federal government, or any school, agricultural, sanitary,
                  fire, street, drainage or other improvement district thereof,
                  as against any legal or equitable interest of Lessor in the
                  Office Building Project or in any portion thereof, as against
                  Lessor's right to rent or other income therefrom, and as
                  against Lessor's business of leasing the Office Building
                  Project. The term ":real property tax" shall also include any
                  tax, fee, levy, assessment or charge (i) in substitution of,
                  partially or totally, any tax, fee, levy, assessment or charge
                  hereinabove included within the definition of "real property
                  tax," or (ii) the nature of which was hereinbefore included
                  within the definition "real property tax," or (iii) which is
                  imposed for a service or right not charged prior to June 1,
                  1978, or, if previously charged, has been increased since June
                  1, 1978, or (iv) which is imposed as a result of a change in
                  ownership, as defined by applicable local statutes for
                  property tax purposes, of the Office Building Project or which
                  is added to a tax or charge hereinbefore included within the
                  definition of real property tax by reason of such change of
                  ownership, or (v) which is imposed by reason of this
                  transaction, any modification or changes hereto, or any
                  transfers hereof.

         10.4          JOINT ASSESSMENT: If the improvements or property, the
                  taxes for which are to be paid separately by Lessee under
                  paragraph 10.2 or 10.5 are not separately assessed, Lessee's
                  portion of that tax shall be equally determined by Lessor from
                  the respective valuations assigned in the assessor's work
                  sheets or such other information (which may include the cost
                  of construction) as may be reasonably available. Lessor's
                  reasonable determination thereof, in good faith, shall be
                  conclusive.

         10.5          PERSONAL PROPERTY TAXES:

                       (a)          Lessee shall pay prior to delinquency all
                               taxes assessed against and levied upon trade
                               fixtures, furnishing, equipment an all other
                               personal property of Lessee contained in the
                               Premises or elsewhere.

                       (b)          If any of Lessee's said personal property
                               shall be assessed with Lessor's real property,
                               Lessee shall pay to Lessor the taxes attributable
                               to Lessee within ten (10) days after receipt of a
                               written statement setting forth the taxes
                               applicable to Lessee's property.

                                      -23-
<PAGE>

11.      UTILITIES.

         11.1          SERVICES PROVIDED BY LESSOR: Lessor shall provide
                  heating, ventilation, air conditioning, and janitorial
                  services as reasonably required, reasonable amounts of
                  electricity for normal lighting and office maintenance, water
                  for reasonable and normal drinking and lavatory use, and
                  replacement of light bulbs and/or fluorescent bulbs and
                  ballasis for standard overhead fixtures.

         11.2          SERVICES EXCLUSIVE TO LESSEE: Lessee shall pay for all
                  water, gas, heat, light, power, telephone and other utilities
                  and services specially or exclusively supplied and/or metered
                  exclusively to the Premises or to Lessee, together with any
                  taxes thereon. If any such services are not separately metered
                  to the Premises, Lessee shall pay at Lessor's option, either
                  Lessee's Share or a reasonable portion to be determined by
                  Lessor of all charges jointly metered with other premises in
                  the Building.

         11.3          HOURS OF SERVICE: Said services and utilities shall be
                  provided during generally accepted business days and hours or
                  such other days or hours as may hereafter be set forth.
                  Utilities and services required at other times shall be
                  subject to advance request and reimbursement by Lessee to
                  Lessor of the cost thereof. (See Par. 54).

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

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

                                      -24-
<PAGE>

12.      ASSIGNMENT AND SUBLETTING.

         12.1          LESSOR'S CONSENT REQUIRED: Lessee shall not voluntarily
                  or by operation of law assign, transfer, mortgage, sublet, or
                  otherwise transfer or encumber all or any party of Lessee's
                  interest in the Lease or in the Premises, without Lessor's
                  prior written consent, which Lessor shall not unreasonably
                  withhold. Lessor shall respond to Lessee's request for consent
                  hereunder in a timely manner and any attempted assignment,
                  transfer, mortgage, encumbrance or subletting without such
                  consent shall be void and shall constitute a material default
                  and breach of this Lease without the need for notice to Lessee
                  under paragrpah 13.1. "Transfer" within the meaning of this
                  paragraph 12 shall include the transfer or transfers
                  aggregating: (a) if Lessee is a corporation, more than
                  twenty-five percent (25%) of the voting stock of such
                  corporation, or (b) if Lessee is a partnership, more than
                  twenty-five percent (25%) of the profit and loss participation
                  in such partnership.

         12.2           LESSEE AFFILIATE: Notwithstanding the provisions of
                  paragraph 12.1 hereof, Lessee may assign or sublet the
                  Premises, or any portion thereof, without Lessor's consent to
                  any corporation which control, is controlled by or is under
                  common control with Lessee, or to any corporation resulting
                  from the merger or consolidation with Lessee, or to any person
                  or entity which acquires all the assets of Lessee as a going
                  concern of the business that is being conducted on the
                  Premises, all of which are referred to as "Lessee Affiliates,"
                  provided that before such assignment shall be effective, (a)
                  said assignee shall assume, in full, the obligations of Lessee
                  under this Lease and (b) Lessor shall be given written notice
                  of such assignment and assumption. Any such assignment shall
                  not, in any way, affect or limit the liability of Lessee under
                  the terms of this Lease even if after such assignment or
                  subletting the terms of this Lease are materially changed or
                  altered without the consent of Lessee, the consent of whom
                  shall not be necessary.

         12.3          TERMS AND CONDITIONS APPLICABLE TO ASSIGNMENT AND
                       SUBLETTING:

                       (a)          Regardless of Lessor's consent, no
                               assignment or subletting shall release Lessee of
                               Lessee's obligations hereunder or alter the
                               primary liability of Lessee to pay the rent and
                               other sums due Lessor hereunder including
                               Lessee's Share of Operating Expense

                                      -25-
<PAGE>

                               Increase, and to perform all other obligations to
                               be performed by Lessee hereunder.

                       (b)          Lessor may accept rent from any person other
                               than Lessee pending approval or disapproval of
                               such assignment.

                       (c)          Neither a delay in the approval or
                               disapproval of such assignment or subletting, nor
                               the acceptance of rent shall constitute a waiver
                               or estoppel of Lessor's right to exercise its
                               remedies for the breach of any of the terms or
                               conditions of this paragraph 12 or this Lease.

                       (d)          If Lessee's obligations under this Lease
                               have been guaranteed by third parties, then an
                               assignment or sublease, and Lessor's consent
                               thereto, shall not be effective unless said
                               guarantors give their written consent to such
                               sublease and the terms thereof.

                       (e)          The consent by Lessor to any assignment or
                               subletting shall not constitute a consent to any
                               subsequent assignment or subletting by Lessee or
                               to any subsequent or successive assignment or
                               subletting by the sublessee. However, Lessor may
                               consent to subsequent sublettings and assignments
                               of the sublease or any amendments or
                               modifications thereto without notifying Lessor or
                               anyone else liable on the Lease or sublease and
                               without obtaining their consent and such action
                               shall not relieve such persons from liability
                               under this Lease or said sublease; however, such
                               persons shall not be responsible to the extent
                               any such amendment or modification enlarges or
                               increases the obligations of the Lessee or
                               sublessee under this Lease or such sublease.

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

                                      -26-
<PAGE>

                       (g)          Lessor's written consent to any assignment
                               or subletting of the Premises by Lessee shall not
                               constitute an acknowledgment that no default then
                               exists under this Lease of the obligations to be
                               performed by Lessee nor shall such consent be
                               deemed a waiver of any then existing default,
                               except as may be otherwise stated by Lessor at
                               the time.

                       (h)          The discovery of the fact that any financial
                               statement relied upon by Lessor in giving its
                               consent to an assignment or subletting was
                               materially false shall, at Lessor's election,
                               render Lessor's said consent null and void.

         12.4          ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING:
                  Regardless of Lessor's consent, 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 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 default shall
                               occur in the performance of Lessee's obligations
                               under this Lease, Lessee may receive, collect and
                               enjoy the rents accruing such sublease. Lessor
                               shall not, by reason of this 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 failures by Lessee too 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 default exists in the
                               performance of Lessee's obligations under this
                               Lease, to pay to Lessor the rents due and to
                               become due under the sublease. Lessee agrees that
                               such sublessee shall have the right to rely upon
                               any such statement and request from Lessor, and
                               that such sublessee shall pay such rents to
                               Lessor without any obligation or right to inquire
                               as to whether

                                      -27-
<PAGE>

                               such default exists and notwithstanding any
                               notice from or claim from Lessee to the contrary.
                               Lessee shall have no right or claim against said
                               sublessee or Lessor for any such rents so paid by
                               said sublessee to Lessor.

                       (b)          No sublease entered into by Lessee shall be
                               effective unless and until it has been approved
                               in writing by Lessor. In entering into any
                               sublease, Lessee shall use only such form of
                               sublease as is satisfactory to Lessor, and once
                               approved by Lessor, such sublease shall not be
                               changed or modified without Lessor's prior
                               written consent. Any sublessee shall, by reason
                               of entering into a sublease under this Lease, be
                               deemed, for the benefit of Lessor, to have
                               assumed and agreed to conform and comply with
                               each and every obligation herein to be performed
                               by Lessee other than such obligations as are
                               contrary to or inconsistent with provisions
                               contained in a sublease to which Lessor has
                               expressly consented in writing.

                       (c)          In the event Lessee shall default 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 Lessee under such sublease from
                               the time of the exercise of said option to the
                               termination of such sublease; provided, however,
                               Lessor shall not be liable for any prepaid rents
                               or security deposit paid by such sublessee to
                               Lessee or for any other prior defaults of Lessee
                               under such sublease.

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

                       (e)          With respect to any subletting to which
                               Lessor has consented, Lessor agrees to deliver a
                               copy of any notice of default by Lessee to the
                               sublessee. Such sublessee shall have the right to
                               cure a default of Lessee with three (3) days
                               after service of said notice of default upon such
                               sublessee, and the sublessee shall have a right
                               of reimbursement and offset from and against
                               Lessee for any such defaults cured by the

                                      -28-
<PAGE>

                               sublessee.

         12.5          LESSOR'S EXPENSES: In the event Lessee shall assign or
                  sublet the Premises or request the consent of Lessor to any
                  assignment or subletting or if Lessee shall request the
                  consent of Lessor for any act Lessee proposes to do then
                  Lessee shall pay Lessor's reasonable costs and expenses
                  incurred in connection therewith, including attorneys',
                  architects', engineers' or other consultants' fees.

         12.6          CONDITIONS TO CONSENT: Lessor reserves the right to
                  condition any approval to assign or sublet upon Lessor's
                  determination that (a) the proposed assignee or sublessee
                  shall conduct a business on the Premises of a quality
                  substantially equal to that of Lessee and consistent with the
                  general character of the other occupants of the Office
                  Building Project and not in violation of any exclusives or
                  rights then held by other tenants, and (b) the proposed
                  assignee or sublessee be at least as financially responsible
                  as Lessee was expected to be at the time of the expiration of
                  this Lease of such assignment or subletting, whichever is
                  greater.

         12.7          CONDITIONS TO TRANSFER: The transfer (whether by means of
                  an assignment, sublease or other voluntary or involuntary
                  transfer or encumbrance) or all or any part of Lessee's
                  interest in this Lease is subject to the following conditions,
                  in addition to the above requirements for Lessor's consent (i)
                  all rent received by Lessee from a sublessee or assignee in
                  excess of the rent payable by Lessee to Lessor under this
                  Lease shall be paid to Lessor; (ii) any sum, bonus or premium
                  paid by an assignee to Lessee in consideration (directly or
                  indirectly) of the assignment of this Lease shall be paid to
                  Lessor; and (iii) the rent payable under this Lease shall be
                  subject to readjustment by Lessor to the then fair market
                  rental for the Premises, if greater than the stated rent under
                  this Lease.

         12.8          NOTICE TO LESSOR; LESSOR'S RIGHTS; LESSOR'S OBLIGATIONS:
                  Before entering into any assignment of this Lease or into a
                  sublease of all or any portion of the Premises, Lessee shall
                  give written notice to Lessor identifying the intended
                  assignee or sublessee by name and address and specifying the
                  terms of the intended assignment or sublease. Lessee shall
                  also furnish to Lessor such information as to the financial
                  responsibility and standing of the intended assignee or
                  sublessee as Lessor may request. For a period of thirty (30)
                  days after such notice is given, Lessor shall have the right
                  (notwithstanding anything to the

                                      -29-
<PAGE>

                  contrary contained in the foregoing subparagraphs of this
                  Paragraph 12), by written notice to Lessee, to terminate this
                  Lease as of a date specified in such notice, which date shall
                  not be less than thirty (30) days or more than sixty (60) days
                  after the date such notice is given. If Lessor so terminates
                  this Lease, Lessor may, if it elects, enter into new lease
                  covering the Premises on such terms as Lessor and such
                  intended assignee or sublessee may agree, or may enter into a
                  new lease covering the Premises with any other person or
                  entity. In such event, Lessee shall not be entitled to any
                  portion of the profit, if any, which Lessor may realize on
                  account of such termination and reletting. From and after the
                  date of such termination of this Lease (i.e., pursuant to this
                  paragraph 12.8), Lessee shall have no further obligations to
                  Lessor hereunder, except for matters occurring or obligations
                  arising or accruing hereunder prior to the date of such
                  termination, and also except with respect to Lessee's
                  obligations regarding hazardous Materials or Hazardous
                  Materials Activities as set forth in Paragraph 6.5 of this
                  Lease. Lessor's right to terminate this Lease pursuant to this
                  Paragraph 12.8 shall not apply to an assignment or sublease to
                  a Lessee Affiliate as defined in Paragraph 12.2 above.

13.      DEFAULT; REMEDIES.

         13.1          DEFAULT: The occurrence of any one or more of the
                  following events shall constitute a material default of this
                  Lease by Lessee:

                       (a)          The vacation or abandonment of the Premises
                               by Lessee. Vacation of the Premises shall include
                               the failure to occupy the Premises for a
                               continuous period of sixty (60) days or more,
                               whether or not the rent is paid.

                       (b)          The breach by Lessee of any of the
                               covenants, conditions or provisions of paragraphs
                               7.3(a) or (d) (alterations), 12.1 (assignment or
                               subletting), 13.1(a) vacation or abandonment),
                               13.1(e) (insolvency), 13.1(f) (false statement),
                               16(a) estoppel certificate), 30(b)
                               (subordination), 33 (auctions), or 40.1
                               (easements), all of which are hereby deemed to be
                               material, non-curable defaults without the
                               necessity of any notice by Lessor to Lessee
                               thereof.

                       (c)          The  failure by Lessee to make any  payments
                               of rent or any other repayment

                                      -30-
<PAGE>

                               required to be made by Lessee hereunder, as and
                               when due, where such failure shall continue for a
                               period of three (3) days after written notice
                               thereof from Lessor to Lessee. In the event that
                               Lessor serves Lessee with a Notice to Pay Rent or
                               Quit pursuant to applicable Unlawful Detainer
                               statutes such Notice to Pay Rent or Quit shall
                               also constitute the notice required by this
                               subparagraph.

                       (d)          The failure by Lessee to observe or perform
                               any of the covenants, conditions or provisions of
                               this Lease to be observed or performed by Lessee
                               other than those referenced in subparagraphs (b)
                               and (c), above, where such failure shall continue
                               for a period of thirty (30) days after written
                               notice thereof from Lessor to Lessee; provided;
                               however, that if the nature of Lessee's
                               noncompliance is such that more than thirty (30)
                               days are reasonably required for its cure, then
                               Lessee shall not be deemed to be in default if
                               Lessee commenced such cure within said thirty
                               (30) day period and thereafter diligently purses
                               such cure to completion. To the extent permitted
                               by law, such thirty (30) day notice shall
                               constitute the sole and exclusive notice required
                               to be given to Lessee under applicable Unlawful
                               Detainer statutes.

                       (e)          The discovery by Lessor that any financial
                               statement given to Lessor by Lessee, or its
                               successors in interest or by an guarantor of
                               Lessee's obligations hereunder, was materially
                               false.

         13.2          REMEDIES: In the event of any material default or breach
                  of this Lease by Lessee, Lessor may at any time thereafter,
                  with or without notice or demand and without limiting Lessor
                  in the exercise of any right or remedy which Lessor may have
                  by reason of such default:

                       (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 all
                               damages incurred by Lessor by reason of Lessee's
                               default including, but not limited to, the

                                      -31-
<PAGE>

                               cost of recovering possession of the Premises;
                               expenses of reletting, including necessary
                               renovation and alteration of the Premises,
                               reasonable attorneys' fees, and any real estate
                               commission actually paid; the worth at the time
                               of award by the court having jurisdiction thereof
                               of the amount by which the unpaid rent for the
                               balance of the term after the time of such award
                               exceeds the amount of such rental loss for the
                               same period that Lessee proves could be
                               reasonably avoided; that portion of the leasing
                               commission paid by Lessor pursuant to paragraph
                               15 applicable to the unexpired term of this
                               Lease.

                       (b)          Maintain Lessee's right to possession in
                               which case this Lease shall continue in effect
                               whether or not Lessee shall have vacated or
                               abandoned the Premises. In such event Lessor
                               shall be entitled to enforce all of Lessor's
                               rights and remedies under this Lease, including
                               the right to recover the rent as it becomes due
                               hereunder.

                       (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. Unpaid installments of rent and other
                               unpaid monetary obligations of Lessee under the
                               terms of this Lease shall bear interest from the
                               date due at the maximum rate then allowable by
                               law.

                       (d)          Nothing contained in this Lease shall limit
                               or prejudice the right of Lessor to prove and
                               obtain, in proceedings for bankruptcy or
                               insolvency, by reason of the termination of this
                               Lease, an amount equal to the maximum allowed by
                               any statute or rule of law in effect at the time
                               when, and governing the proceedings in which, the
                               damages are to be proved, whether or not the
                               amount be greater than, equal to, or less than
                               the amount of the loss or damages set forth in
                               this Paragraph 13.2.

         13.3          DEFAULT BY LESSOR: Lessor shall not be in default unless
                  Lessor fails to perform obligations required of Lessor within
                  a reasonable time, but in no event later than thirty (30) days
                  after written notice by Lessee to Lessor and to the holder of
                  any first mortgage or deed of trust covering the Premises
                  whose name and address

                                      -32-
<PAGE>

                  shall have theretofore been furnished to Lessee in writing,
                  specifying wherein Lessor has failed to perform each
                  obligation; provided, however, that if the nature of Lessor's
                  obligations is such that more than thirty (30) days are
                  required for performance then Lessor shall not be in default
                  if Lessor commences performance within such 30-day period and
                  thereafter diligently pursues the same to completion.

         13.4          LATE CHARGES: Lessee hereby acknowledges that late
                  payment by Lessee to Lessor of Base Rent, Lessee's Share of
                  Operating Expense Increase or other sums due hereunder will
                  cause Lessor to incur costs not contemplated by this Lease,
                  the exact amount of which will be extremely difficult to
                  ascertain. Such costs include, but are not limited to,
                  processing and accounting charges, and late charges which may
                  be imposed on Lessor by the terms of any mortgage or trust
                  deed covering the Office Building Project. Accordingly, if any
                  installment of Base Rent, Operating Expense Increase , or any
                  other sum due from Lessee shall not be received by Lessor or
                  Lessor's designee within ten (10) days after such amount shall
                  be due, then, without any requirement for notice to Lessee,
                  Lessee shall pay to Lessor a late charge equal to 6% of such
                  overdue amount. The parties hereby agree that such late charge
                  represents a fair and reasonable estimate of the costs Lessor
                  will incur by reason of late payment by Lessee. Acceptance of
                  such late charge by Lessor shall in no event constitute a
                  waiver of Lessee's default with respect to such overdue
                  amount, nor prevent Lessor from exercising any of the other
                  rights and remedies granted hereunder.

14. CONDEMNATION. If the Premises or any portion thereof or the Office Building
Project 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; provided that if so
much of the Premises or the Office Building Project are taken by such
condemnation as would substantially and adversely affect the operation and
profitability of Lessee's business conducted from the Premises, Lessee shall
have the option, to be exercised only in writing within thirty (30) days after
Lessor shall have given Lessee written notice of such taking (or in the absence
of such notice, within thirty (30) days after the condemning authority shall
have taken possession), to terminate this Lease as of the date the condemning
authority takes such possession.

15.      BROKERS.

                                      -33-
<PAGE>

                       (a)          The brokers involved in this transaction are
                               GRUBB & ELLIS, R. MILLER as "listing broker" and
                               URBAN WEST COMM. REAL ESTATE, R. HELLER as
                               "cooperating broker."

                       (b)          Lessee and Lessor each represent and warrant
                               to the other that neither has had any dealings
                               with any person, firm, broker or finder (other
                               than the person(s), if any, whose names are set
                               forth in paragraph 15(a), above) in connection
                               with the negotiation of this Lease and/or the
                               consummation of the transaction contemplated
                               hereby, and no other broker or other person, firm
                               or entity is entitled to any commission or
                               finder's fee in connection with said transaction
                               and Lessee and Lessor do each hereby indemnify
                               and hold the other harmless from and against any
                               costs, expenses, attorneys' fees or liability for
                               compensation or charges which may be claimed by
                               any such unpaid broker, finder or other similar
                               party by reason of any dealings or actions of the
                               indemnifying party.

                       (c)          It is expressly agreed that the execution of
                               this Lease by Lessor, shall not obligate Lessor
                               for the payment of any brokerage or ????
                               commissions, except for those commissions
                               specifically set forth in a separate commission
                               agreement executed by Lessor.

16.      ESTOPPEL CERTIFICATE.

                       (a)          Each party (as "responsible party") shall at
                               any time upon not less than ten (10) days prior
                               written notice from the other party ("requesting
                               party") execute, acknowledge and deliver to the
                               requesting party a statement in writing (i)
                               certifying that this Lease is unmodified and in
                               full force and effect (or, if modified, stating
                               the nature of such modification and certifying
                               that this Lease as so modified, is in full force
                               and effect) and the date to which the rent and
                               other charges are paid in advance, if any, and
                               (ii) acknowledging that there are not to the
                               responding party's knowledge any uncured defaults
                               on the part of the requesting party, or
                               specifying such defaults if any are claimed.

                       (b)          At the requesting party's option, the

                                      -34-
<PAGE>

                               failure to deliver such statement within such
                               time shall be a material default of this Lease by
                               the party who is to respond, without further
                               notice to such party, or it shall be conclusive
                               upon such party that (i) this Lease is in full
                               force and effect, without modification except as
                               may be represented by the requesting party, (ii)
                               there are no uncured defaults in the requesting
                               party's performance, and (iii) if Lessor is the
                               requesting party, not more than one month's rent
                               has been paid in advance.

                       (c)          If Lessor desires to finance, refinance, or
                               sell the Office Building Project, or any part
                               thereof, Lessee hereby agrees to deliver to any
                               lender or purchaser designated by Lessor such
                               financial statements of Lessee as may be
                               reasonably required by such lender or purchaser.
                               Such statements shall include the past three (3)
                               years' financial statements of Lessee. All such
                               financial statements shall be received by Lessor
                               and such lender or purchaser in confidence and
                               shall be used only for the purposes herein set
                               forth.

17. LESSOR'S LIABILITY. The term "Lessor: as used herein shall mean only the
owner or owners, at all time in questions, of the fee title or a lessee's
interest in a ground lease of the Office Building Project, and in the event of
any transfer of such title or interest, Lessor herein named (and in case of any
subsequent transfers then the grantor) shall be relieved from and after the date
of such transfer of all liability as respects Lessor's obligations thereafter to
be performed, provided that any funds in the hands of Lessor or the then grantor
at the time of such transfer in which Lessee has an interest, shall be delivered
to the grantee. The obligations contained in this lease to be performed by
Lessor shall, subject as aforesaid, be binding on Lessor's successors and
assigns, only during their respective periods of ownership.

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. Except as expressly herein provided, any
amount due to Lessor not paid when due shall bear interest at the maximum rate
then allowable by law or judgments from the date due. Payment of such interest
shall not excuse or cure any default by Lessee under this Lease, provided,
however, that interest shall not be payable on late charges incurred by the
Lessee.

                                      -35-
<PAGE>

20. TIME OF ESSENCE. Time is of the essence with respect to the obligations to
be performed under this Lease.

21. ADDITIONAL RENT. All monetary obligations of lessee to Lessor under the
terms of this Lease, including but not limited to Lessee's Share of Operating
Expense Increase or any other expenses payable by Lessee hereunder shall be
deemed to be rent.

22. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS. This Lease contains all
agreements of the parties with respect to any matter mentioned herein. No prior
or contemporaneous agreement or understanding pertaining to any such matter
shall be effective. This Lease may be modified in writing only, signed by the
parties in interest at the time of the modification. Except as otherwise stated
in this Lease, Lessee hereby acknowledges that neither the real estate broker
listed in paragraph 15 hereof nor any cooperating broker on this transaction nor
the lessor or any employee or agents of any said persons has made any oral or
written warranties or representations to Lessee relative to the condition or use
by Lessee of the Premises or the Office Building Project and Lessee acknowledges
that Lessee assumes all responsibility regarding the Occupational Safety Health
Act, the legal use and adaptability of the Premises and the compliance thereof
with all applicable laws and regulations in effect during the term of this
Lease.

23. NOTICES. Any notice required or permitted to be given hereunder shall be in
writing and may be given by personal delivery or by certified or registered
mail, and shall be deemed sufficiently given if delivered or addressed to lessee
or to lessor at the address noted below or adjacent to the signature of the
respective parties, as the case may be. Mailed notices shall be deemed given
upon actual receipt at the address required, or forty-eight hours following
deposit in the mail, postage prepaid, whichever first occurs. Either party may
by 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 notice purposes. 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 notice to Lessee.

24. WAIVERS. No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision. Lessor's consent to, or approval of, any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by lessee. The acceptance of rent hereunder by
Lessor shall not be a waiver of any preceding breach by Lessee of any provision
hereof, other than the failure of Lessee to pay the particular rent so accepted,
regardless of

                                      -36-
<PAGE>

Lessor's knowledge of such preceding breach at the time of acceptance of such
rent.

25. RECORDING. Lessee shall not, without the prior express written consent of
Lessor, record either this Lease or any "short form" memorandum of this Lease.

26. HOLDING OVER. If Lessee, with Lessor's consent, remains in possession of the
Premises or any part thereof after the expiration of the term hereof, such
occupancy shall be a tenancy from month to month upon all the provisions of this
Lease pertaining to the obligations of Lessee, except that the rent payable
shall be two hundred percent(200%) of the rent payable immediately preceding the
termination date of this Lease, and all Options, if any, granted under the terms
of this Lease shall be deemed terminated and be of no further affect during said
month to month tenancy.

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. Each provision of this Leave performable by Lessee
shall be deemed both a covenant and a condition.

29. BINDING EFFECT; CHOICE OF LAW. Subject to any provisions hereof restricting
assignment or subletting by Lessee and subject to the provisions of paragraphs
17, this Lease shall bind the parties, their personal representatives,
successors and assigns. This Lease shall be governed by the laws to he State
where the Office Building Project is located and any litigation concerning this
Lease between the parties hereto shall be initiated in the county in which the
Office Building Project is located.

30.      SUBORDINATION.

                       (a)          This Lese, and any Option or right of first
                               refusal granted hereby, at Lessor's option, shall
                               be subordinate to any ground lease, mortgage,
                               deed of trust or any other hypothecation or
                               security now or hereafter placed upon the Office
                               Building Project and to any and all advances made
                               on the security thereof and to all renewals,
                               modifications, consolidations, replacements and
                               extensions thereof. Notwithstanding such
                               subordination, Lessee's right to quiet possession
                               of the Premises shall not be disturbed if Lessee
                               is not in default and so long as Lessee shall pay
                               the rent and observe and perform all of the
                               provisions of this Lease, unless this Lease is
                               otherwise terminated pursuant to its

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<PAGE>

                               terms. If any mortgagee, trustee or ground lessor
                               shall elect to have this Lease and any Options
                               granted hereby prior to the lien of its mortgage,
                               deed of trust or ground lease, and shall give
                               written notice thereof to Lessee, this lease and
                               such Options shall be deemed prior to such
                               mortgage, deed of trust or ground lease, whether
                               this Lease or such Options are dated prior or
                               subsequent to the date of said mortgage, deed of
                               trust or ground lease or the date of recording
                               thereof.

                       (b)          Lessee agrees to execute any documents
                               required to effectuate an attornment, a
                               subordination, or to make this Lease or any
                               Option granted herein prior to the lien of any
                               mortgage, deed of trust or ground lease, as the
                               case may be. lessee's failure to execute such
                               documents within ten (10) days after written
                               demand shall constitute a material default by
                               Lessee hereunder without further notice to Lessee
                               or, at Lessor's option, Lessor shall execute such
                               documents on behalf of Lessee as Lessee's
                               attorney-in- fact. Lessee does hereby make,
                               constitute and irrevocably appoint Lessor as
                               Lessee's attorney-in-fact and in Lessee's name,
                               place and stead, to execute such documents in
                               accordance with this paragraph 30(b).

31.      ATTORNEY'S FEES.

         31.1          If either party brings an action to enforce the terms
                  hereof or declare rights hereunder, the prevailing party in
                  any such action, trial or appeal thereon, shall be entitled to
                  his reasonable attorneys' fees to be paid by the losing party
                  as fixed by the court in the same or a separate suit, and
                  whether or not such action us pursued to decision or judgment.

         31.2          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 in
                  good faith.

         31.3          Lessor shall be entitled to reasonable attorneys' fees
                  and all other costs and expenses incurred in the preparation
                  and service of notice of default and consultations in
                  connection therewith, whether or not a legal transaction is
                  subsequently commenced in connection with such default.

                                      -38-
<PAGE>

32.      LESSOR'S ACCESS.

         32.1          Lessor and Lessor's agents shall have the right to enter
                  the Premises at reasonable times for the purpose of inspecting
                  the same, performing any services required of Lessor, showing
                  the same to prospective purchasers, lenders or lessees, taking
                  such safety measures, erecting such scaffolding or other
                  necessary structures, making such alterations, repairs,
                  improvements or additions to the Premises or to the Office
                  Building Project as Lessor may reasonably deem necessary or
                  desirable and the erecting, using and maintaining of
                  utilities, services, pipes and conduits through the Premise
                  and/or other premises as long as there is no material adverse
                  effect to Lessee's use of the Premises. lessor may at any time
                  place on or about the Premises or the Building any ordinary
                  "For Sale" signs and Lessor may at any time during the last
                  120 days of the term hereof place on or about the Premises any
                  ordinary "For Lease" signs.

         32.2          All activities of Lessor pursuant to this paragraph shall
                  be without abatement of rent, nor shall Lessor have any
                  liability to Lessee for the same.

         32.3          Lessor shall have the right to retain keys to the
                  Premises and to unlock all doors in or upon the Premises other
                  than to files, vaults and safes, and in the case of emergency
                  to enter the Premises by any reasonably appropriate means, and
                  any such entry shall not be deemed a forceable or unlawful
                  entry or detainer of the Premises or an eviction. Lessee
                  waives any charges for damages or injuries or interference
                  with Lessee's property or business in connection therewith.

33. AUCTIONS. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises or the Common Areas
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. The holding of any auction on the Premiss or Common Areas in violation
of this paragraphs shall constitute a material default of this Lease.

34. SIGNS. Lessee shall not place any sign upon the Premise or the Office
Building Project without Lessor's prior written consent. Under no circumstances
shall Lessee place a sign on any roof of the Office Building Project.

35. MERGER. The voluntary or other surrender of this Lease by Lessee, or a
mutual cancellation thereof, or a termination by Lessor, shall not work a
merger, and shall, at the option of

                                      -39-
<PAGE>

Lessor terminate all or any existing subtenancies or may at the option of
Lessor, operate as an assignment to Lessor of any or all of such subtenancies.

36. CONSENTS. Except for paragraphs 33 (auctions) and 34 (signs) hereof,
wherever in this Lease the consent of one party is required to an act of the
other party such consent shall not be unreasonably withheld or delayed.

37. GUARANTOR. In the event that there is a guarantor of this Lease, said
guarantor shall have the same obligations as Lessee under this Lease.

38. QUIET POSSESSION. Upon Lessee paying the rent for the Premise and observing
and performing all of the covenants, conditions and provisions on Lessee' part
to be observed and performed hereunder, Lessee shall have quiet possession of
the Premises for the entire term hereof subject to all of the provisions of this
Lease. The individuals executing this Lease on behalf of Lessor represent and
warrant to Lessee that they are fully authorized and legally capable of
executing this Lease on behalf of Lessor and that such execution is binding upon
all parties holding an ownership interest in the Office Building Project.

39.      SECURITY MEASURES - LESSOR'S RESERVATIONS.

         39.1          Lessee hereby acknowledges that Lessor shall have no
                  obligation whatsoever to provide guard service or other
                  security measures for the benefit of the Premises or the
                  Office Building Project. lessee assumes all responsibility for
                  the protection of Lessee, its agents and invitees and the
                  property of Lessee and of Lessee's agents and invitees from
                  acts of third parties. Nothing herein contained shall prevent
                  Lessor, at Lessor's sole option, from providing security
                  protection for the Office Building Project or any part
                  thereof, in which event the cost thereof shall be included
                  within the definition of Operating Expenses , as set forth in
                  paragraph 4.2(b).

         39.2          Lessor shall have the following rights:

                       (a)          To change the name, address or title of the
                               Office Building Project or building in which the
                               Premises are located upon not less than sixty
                               (60) days prior to written notice;

                       (b)          To, at Lessee's expense, provide and install
                               Building standard graphics on the door of the
                               Premises and such portions of the Common Areas as
                               Lessor shall reasonably deem appropriate;

                                      -40-
<PAGE>

                       (c)          To permit any lessee the exclusive right to
                               conduct any business as long as such exclusive
                               does not conflict with any rights expressly given
                               herein;

                       (d)          To place such signs, notices or displays as
                               Lessor reasonably deems necessary or advisable
                               upon the roof, exterior of the buildings or the
                               Office Building Project or on pole signs in the
                               Common Areas.

         39.3          Lessee shall not:

                       (a)          Use a representation (photographic or
                               otherwise) of the Building or the Office Building
                               Project or their name(s) in connection with
                               Lessee's business;

                       (b)          Suffer or permit anyone, except in
                               emergency, to go upon the roof of the Building.

40.      EASEMENTS.

         40.1          Lessor reserves to itself the right, from time to time,
                  to grant such easements, rights and dedications that Lessor
                  deems necessary or desirable, and to cause the recordation of
                  Parcel Maps and restrictions, so long as such easements,
                  rights, dedications, Maps and restrictions do not unreasonably
                  interfere with the use of the Premises by Lessee. Lessee shall
                  sign any of *the aforementioned documents upon request of
                  Lessor and failure to do so shall constitute a material
                  default of this Lease by Lessee without the need for further
                  notice to Lessee.

         40.2          The obstruction of Lessee's view, air, or light by any
                  structure erected in the vicinity of the Building, whether by
                  Lessor or third parties, shall in no way affect this Lease or
                  impose any liability upon Lessor.

41. LESSEE'S FINANCIAL STATEMENTS. Attached hereto as Exhibit "E" and
Incorporated herein by this reference are the most recent financial statements
(the "Financial Statements") of Lessee. Lessee represents and warrants that the
Financial Statements were prepared by a certified public accountant in
accordance with generally accepted accounting principles consistently applies,
are in all material respects true and complete statements of the financial
condition of Lessee for the period(s) therein specified, contain and reflect all
necessary and material adjustments so as to present a true, accurate and
complete statement of lessee's current financial condition, and do not

                                      -41-
<PAGE>

fail to disclose any fact or facts which might materially and aversely affect
Lessee's current financial condition. Lessee further represents and warrants
that since the last date covered by the Financial Statements, there has not been
any materially adverse change in the financial condition of Lessee or any other
event or condition of any character that had or might reasonably be expected to
have a materially adverse effect on the financial condition of Lessee. lessee
acknowledges that lessor is materially relying on the truthfulness, accuracy and
completeness of the Financial Statements an d of the further representations
with respect thereto contained herein, and that Lessor would not enter into the
lease with Lessee if it did not believe that the Financial Statements and all
such further representations contained herein are true, accurate and complete.
Lessee further acknowledges that the certified public accountant who prepared
the Financial Statements was apprised, or has been apprised, that the Financial
Statements would be furnished to Lessor for Lessor's review and consideration in
connection with Lessor's decision to enter into the Lease.

42. RELOCATION OF LESSEE. At Lessor's written request, Lessee shall move from
the Premises to any other premises and location in the Office Building Project
designated by Lessor. In the event of such relocation, the new premises and
location shall be substituted for the Premises described in Paragraph 1.2 of
this Lease, but all other terms of the Lease shall remain the same, with the
exception that the rent provided for in the Lease shall be abated during such
reasonable period that Lessee is closed for business as a result of its
relocation; provided, however, that Lessee shall not be moved to premises of
substantially less square footage than those of the Premises described in said
Paragraph 1.2 and provided further, that Lessor shall reimburse Lessee for all
actual cash moving expenses reasonably incurred by Lessee in relocating to a new
premises and for the reasonable *costs of fixturization of the new premises
comparable to the Premises. It is understood and agreed that Lessor will
relocate Lessee only for sound business practices and the overall betterment of
the Office Building Project.

43. DIRECTORY AND DOOR SIGNAGE. Lessee understands and agrees that directory
signage for the Premises, in the lobby of the Building is offered to tenants of
the Office Building Project on an "as available" basis and subject, as to both
form and content, to the prior written approval of Lessor. Lessee further agrees
that all costs of any such signage for Lessee, including but not limited to
lettering, installation and repair, shall be borne entirely by Lessee. All
signage on or adjacent to Lessee's entrance door(s) shall be constructed, at
Lessee's sole cost and expense, utilizing building standard materials, colors
and format, and shall be approved in writing, by the Lessor, prior to the
commencement of construction.

44. PERFORMANCE UNDER PROTEST. If at any time a dispute shall

                                      -42-
<PAGE>

arise as to any amount or sum of money to be paid by one party to the other
under the provisions hereof, the party against whom the obligation to pay the
money is asserted shall have the right to make payment "under protest" and such
payment shall not be regarded as a voluntary payment, and there shall survive
the right on the part of said party to institute suit for recovery of such sum.
It if shall be adjudged that there was no legal obligation on the part of said
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.

45. AUTHORITY. If Lessee is a corporation, trust or general or limited
partnership, Lessee, and each individual executing this Lease on behalf of such
entity represent and warrant that such individual is duly authorized to execute
and deliver this Lease on behalf of said entity. If Lessee is a corporation,
trust or partnership, Lessee shall, within thirty (30) days after execution of
this Lease, deliver to Lessor evidence of such authority satisfactory to Lessor.

46. CONFLICT. Any conflict between the printed provisions, Exhibits or Addenda
of this Lease and the typewritten or handwritten provisions, if any, shall be
controlled by the typewritten or handwritten provisions.

47. NO OFFER. Preparation of this Lease by Lessor or Lessor's agent and
submission of same to Lessee shall not be deemed an offer to Lessee to lease.
This Lease shall become binding upon Lessor and Lessee only when fully executed
by both parties.

48. LENDER MODIFICATION. Lessee agrees to make such reasonable modifications to
this Lease as may be reasonably required by an institutional lender in
connection with the obtaining of normal financing or refinancing of the Office
Building Project.

49. MULTIPLE PARTIES. If more than one person or entity is named as either
Lessor or Lessee herein, except as otherwise expressly provided herein, the
obligations of the Lessor or Lessee herein shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee,
respectively.

50. WORK LETTER. This lease is supplemented by that certain Work Letter of even
date executed by Lessor and Lessee, attached hereto as Exhibit "D" and
incorporated herein by this reference.

51. ATTACHMENTS. Attached hereto are the following documents which constitute a
part of this Lease:

                  Exhibit "A" - Approximate Diagram of Premises
                  Exhibit "B" - Confirmation of Term of Lease Form
                  Exhibit "C" - Rules and Regulations

                                      -43-
<PAGE>

                  Exhibit "D" - Work Letter
                  Exhibit "E" - Financial Statements of Lessee
                  Exhibit "F" - Lessee Improvement Specifications
                  Exhibit "G" - Guaranty of Lease

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

         Par. 52: OPTIONS.  Three 5-year options to renew at the then
                  prevailing market rate for similar space in
                  comparable buildings in the area.

         Par. 53: PARKING RATES.  First 12 months no charge.  Then
                  prevailing rates during Lease term.

         Par. 54: HVAC HOURS.  20 hours per month after hours at no
                  cost.  Unused allocation shall accrue.

                  OVERTIME RATE: - Currently $15 per hour.  Normal
                  business hours: Mon-Fri: 7AM-6PM; Sat.: 9AM - 1PM

IF THIS LEASE HAS BEEN FILLED IN IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR
ATTORNEY FOR HIS APPROVAL. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE
LESSOR OR BY THE REAL ESTATE BROKER OR ITS AGENTS OR EMPLOYEES AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE TO THE TRANSACTION
RELATING THERETO: THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN
LEGAL COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.



LESSOR:                                     LESSEE:

COPPERFIELD INVESTMENT &                    COUNTRY STAR RESTAURANTS, INC.
DEVELOPMENT COMPANY                         ______________________________f

By____________________________              By____________________________
          DANIEL LAI

Its       PRESIDENT                         Its___________________________
______________________________                 

Executed at Los Angeles, CA                 Executed at __________________
on ___________________________              on____________________________

Address:                                    Address:
4929 Wilshire Boulevard                     ______________________________
Suite 428                                   ______________________________
Los Angeles, CA 90010                       ______________________________

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