MEGO FINANCIAL CORP
<DOCUMENT>
<TYPE>EX-10.246
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>

EXHIBIT 10.246
                                     OFFICE
                               FULL SERVICE GROSS
                                    L E A S E
                             (2285 CORPORATE CIRCLE)

                              MEGO FINANCIAL CORP.

     THIS  LEASE  is  made  and  entered into this 31st day of May, 2002, by and
between  CORPORATE  CTR.  IV,  LLC,  a  Nevada limited liability company (herein
referred  to  as  "Landlord")  and  MEGO FINANCIAL CORP., a New York corporation
(herein  referred  to  as  "Tenant").


                                   SECTION 1
                                  DEFINITIONS
                                  -----------

Definitions.  The  following  definitions  shall  pertain  hereto:

     0.0.1  "Additional  Rent"  shall  mean charges payable by Tenant other than
Base  Rent.  See  Section  3.3.


     0.0.2  "Adjustment  Month"  shall mean the thirteenth (13th) month and each
successive  twelve  (12)  month  period  thereafter  throughout  the  Lease Term
commencing  with  the  first full calendar month following the Commencement Date
(i.e.  25th,  37th,  49th  month,  etc.),  and each successive twelve (12) month
period throughout any applicable Extension Term(s) (i.e. 13th, 25th, 37th month,
etc.).

     0.0.3  "Aggregate  Monthly  Rent"  shall  mean Base Rent and all Additional
Rent.

     0.0.4   "Allowance"     Allowance  shall  mean  an amount equal to Thirty
and  00/100  Dollars  ($30.00) per square foot of Usable Area, as defined below,
which  Allowance may be increased by an amount equal to three (3) months of Base
Rent,  calculated  at  Two  and 10/100 Dollars ($2.10) per month for each square
foot  of Usable Area of the Premises (the "Additional Allowance"), as more fully
elaborated  in  Exhibit  C,  "Landlord's  Work  Letter,"  attached  hereto  and
incorporated  herein.  In the event that Tenant elects to increase the Allowance
by  all  or a portion of the Additional Allowance, the amount of said Additional
Allowance  utilized  by  Tenant to increase the Allowance shall be deducted from
the  rental  abatement provided to Tenant initially for month three (3) and then
month  two (2), and if Tenant utilizes the aggregate sum of the three (3) months
of  rental abatement then month one (1), as more fully set forth in Section 3.1.
See  Exhibit  C.

     0.0.5  "Base Rent" shall mean the sum of Two and 10/100 Dollars ($2.10) per
month  for  each square foot of Rentable Area of the Premises, which is equal to
the  sum  of  Four  Hundred  Thirty Thousand Nine Hundred Ninety-Five and 60/100
Dollars  ($430,995.60)  per  annum, as may be adjusted pursuant to Section 2.1.1
hereof.  The  Base  Rent shall be due and owing as of the Commencement Date. See
Section  3.1.

     0.0.6  "Base  Year"  shall  mean  the  calendar  year  2003.

     0.0.7  "Broker"     Broker  shall  refer  to  CB Richard Ellis and Lee &
Associates.  See  Section  34.

     0.0.8  "Building"     Building  shall  mean the structure and all of its
improvements  constructed  upon  the  Property,  which  structure has a business
address  of  2285 Corporate Circle, Henderson, Nevada 89074.  The total Rentable
Area  for  the  Building  is anticipated to be approximately 44,109 square feet.

     0.0.9  "Commencement  Date"  shall  refer to the Occupancy Date, subject to
Section  3.1.

     0.0.10  "Common  Areas"  shall  mean  those  areas as more fully defined in
Section  9.

     0.0.11  "Default  Interest  Rate" shall mean the lesser of eighteen percent
(18%)  per  annum  or  the  maximum  interest  rate  permitted  by  Nevada  law.

<PAGE>
     0.0.12 "Landlord's Work" shall refer to the improvements to be installed by
Landlord  pursuant  to  the  Landlord's  Work  Letter,  attached  hereto  and
incorporated  herein.  See  Exhibit  C.


     0.0.13  "Landlord's  Share" of Property Operating Costs shall be defined as
that  amount equal to one hundred percent (100%) of the Property Operating Costs
during  the  Base  Year  and  such amount shall be borne by Landlord during each
Lease  Year  throughout  the  Term  of  this  Lease.


     0.0.14  "Lease  Year"  shall mean a twelve (12) month calendar year, except
that  in  the event that the Commencement Date for the Premises occurs on a date
other  than  January  1, the first Lease Year hereunder shall be that fractional
part  of the calendar year from the Commencement Date to December 31 of the same
year,  and  the  final  Lease Year shall be that fractional part of the calendar
year  from  January  1  to  the  expiration  date  of  the  Lease.


     0.0.15 "Mortgagee" shall mean the holder of a lien of first priority on the
Property.


     0.0.16  "Occupancy  Date"  shall  be  deemed  to  refer  to the fifth (5th)
business  day  following  Landlord's  written  notification  to  Tenant,  that
Landlord's  Work  has been Substantially Completed, as defined in Section 1.1.21
below,  and as more fully elaborated in Exhibit C, and the Premises is available
and  suitable for Tenant's move-in and occupancy. Such Occupancy Date is, at the
outset  of  this Lease, anticipated to be on or about September 1, 2002, subject
to  Force  Majeure,  as  that  term  is  defined  in  Section
    ----- ---------
25  below,  encountered  by Landlord and subject to Tenant Delays, as defined in
Exhibit  C.  If  for  any  reason  Landlord  cannot  deliver  possession  of the
Premises  to Tenant on or before the Occupancy Date, this Lease will not be void
or voidable, and Landlord will not be liable to Tenant for any resultant loss or
damage,  except  as  otherwise  provided  herein.

     0.0.17   "Premises"     Premises  shall  mean  that  suite  or  space  as
indicated  by cross hatching on the Site Plan attached hereto as Exhibit A-4 and
Exhibit A-5, incorporated herein by reference, and commonly referred to as Suite
200  located  within  the  Building.

     0.0.18  "Property"     Property  shall mean the real property upon which
the  Building is located, as more legally described in Exhibit A-1, and depicted
on  Exhibit  A-2,  attached  hereto  and incorporated herein, and all easements,
rights,  rights-of-way,  and  licenses  appurtenant  thereto.  The  Property  is
located  in  a  business  center commonly referred to as "Green Valley Corporate
Center."

     0.0.19  "Property  Operating  Costs" shall mean those costs and expenses as
further  elaborated  in  Section  3.3.3.

     0.0.20  "Rentable  Area"  shall  be  determined  pursuant  to  measurement
standards for rentable area promulgated by BOMA and designated with the Standard
Building Owners and Manager's Association ANSI Z65.1-1980 (reaffirmed 1996) (the
"BOMA  Standard").  It  is  anticipated  that the Rentable Area for the Premises
shall  be  approximately  17,103  square feet. The Rentable Area of the Premises
shall  be  noted  in a memorandum, in a form substantially similar to Exhibit B,
attached  hereto,  and  same,  after  execution  shall be incorporated herein by
reference.


     0.0.21  "Substantially  Complete  or Substantial Completion" shall mean the
(i)  completion of the Tenant Improvements, as defined below, in accordance with
the  Final  Plans,  as  defined  in  Section  2.3 of the Landlord's Work Letter,
subject  only  to the completion of minor items that do not materially interfere
with  Tenant's occupancy of the Premises ("punch list items"); and (ii) issuance
by  the  City  of Henderson of its conditional or final certificate of occupancy
permitting  legal  occupation  of  the  Premises  by  Tenant.


     0.0.22  "Tenant Improvements" shall refer to those improvements to be made,
installed  or otherwise constructed by the Landlord, as more fully elaborated in
Landlord's  Work  Letter.  See  Exhibit  C.


     0.0.23  "Tenant's  Pro-Rata  Portion"  shall mean a percentage based upon a
fraction,  the  numerator  of  which  is  the  Rentable

<PAGE>
Area  of  the  Premises,  and  the  denominator  of which is the total number of
Rentable  Area  of the Building.  Tenant's Pro-Rata Portion is anticipated to be
approximately  38.7744%,  subject to the final confirmation of the Rentable Area
for  the  Premises  as  described  in  Section  2.1.1.

     0.0.24  "Tenant's Share" of Property Operating Costs shall be calculated as
the  product  of Tenant's Pro-Rata Portion and the Property Operating Costs. See
Section  3.3.1.


     0.0.25     "Term"    shall  mean  the period of time commencing with
the  Commencement  Date and continuing for ninety-nine (99) months following the
first  day of the first calendar month following the Commencement Date.  At such
time  as  the Commencement Date shall have been established, Landlord and Tenant
shall  execute  a  memorandum  confirming  said date, as set forth in Exhibit B,
attached  hereto,  and  the  same, after execution, shall be deemed incorporated
herein by reference; provided, however, that the term of Tenant's and Landlord's
rights  and  obligations hereunder may be extended pursuant to Section 39 below.

     0.0.26  "Usable Area" shall be determined pursuant to measurement standards
for  usable  area  promulgated by BOMA and designated with the BOMA Standard (as
defined  in  Section 1.1.20 above) and as more specifically set forth in Exhibit
B.  It  is  anticipated  that  the  Usable  Area  for  the  Premises  shall  be
approximately 14,957 square feet. The Usable Area of the Premises shall be noted
in  a  memorandum in a form substantially similar to Exhibit B, attached hereto,
and  same,  after  execution  shall  be  incorporated  herein  by  reference.


     0.0.27 "Utilities" shall mean those facilities provided to the Premises and
Common  Areas  of  the  Building  and/or  Property,  such  as  water, gas, heat,
electricity,  power,  refuse  disposal,  environmental  waste  disposal,  air
conditioning,  telephone  service,  sewer  service,  and  cable  television,  if
available.


                                    SECTION 2
                                    PREMISES
                                  -------------


1.2  Premises. Upon the conditions, limitations, covenants and agreements herein
set  forth,  Landlord  hereby leases to Tenant, and Tenant hereby accepts, hires
and  leases from Landlord, the Premises. Subject to the other provisions of this
Lease,  Landlord  shall  have the right, in its sole and absolute discretion, to
modify the Property and/or the Building from time to time, but in no event shall
such  modification substantially interfere with Tenant's use of the Premises, as
such  use  is  more  fully elaborated in Section 7 below, nor will it materially
reduce  the  Rentable  or  Usable  Area  of  the  Premises.



     0.0.1     Rental  Area     Within  a  reasonable  period following
the  Occupancy  Date,  the  Rentable  Area  of  the  Premises will be
confirmed  in  writing by Landlord's architect and/or licensed designer or space
planner  following  completion  of  construction  of  the  Premises.  Tenant may
measure the Premises following the date that the demising walls are established;
otherwise,  the  Rentable  Area set forth in Exhibit B shall be Landlord's final
measurement of the Premises.  Landlord's final measurement shall be binding upon
Tenant,  unless  Tenant notifies Landlord of any actual error therein within ten
(10)  days  after  written  notice thereof.  Landlord shall notify Tenant of any
adjustment  to  Rentable Area within thirty (30) days of its receipt of Tenant's
notice of any actual error.  Landlord's determination of the Rentable Area shall
be binding.  Tenant's rental obligation set forth herein shall be subject to the
final  confirmation  of  the  Rentable  Area  for  the  Premises.

     0.0.2     Landlord's  Reservations.  Landlord reserves  to  itself  the
use of the roof, exterior walls and the area above and below the Premises (other
than  roll-up  doors and exterior doorways), together with the right to install,
maintain,  use,  repair and replace pipes, ducts, conduits, wires and structural
elements now or in the future leading through the Premises and which serve other
parts  of  the  Property.

1.3  Declaration.  The  Green  Valley Corporate Center development is subject to
that  certain Declaration of Covenants, Conditions and Restrictions, recorded on
January  25,  1996,  in Book 960125, as Document No. 01411, in the Office of the
Recorder of Clark County, Nevada, and any amendments or supplements thereto (the
"Declaration"). The Declaration is enforced and implemented in part by the Green

                                    Page -3-
<PAGE>

Valley  Corporate  Center  Commercial  Association,  Inc.  (the  "Association").

                                    SECTION 3
                                    BASE RENT
                                  -----------

1.4  Base  Rent.  The  Base  Rent  for  each  Lease Year or portion thereof,
together  with  the  estimated  Additional Rent, pursuant to Section 3.3. below,
shall  be  due  and  payable in advance, in legal tender of the United States of
America,  in  twelve  (12) equal installments, one such installment being due on
the  first  day  of  each  calendar  month  during the Term of the Lease and any
applicable  extensions  or renewals thereof. Tenant agrees to pay such Base Rent
and  Additional  Rent  to  Landlord  monthly, in advance, without demand. If the
Lease  Term commences on a day other than the first day of a month or terminates
other  than  the  last  day  of  a month, then the installments of Base Rent and
Additional  Rent  for  such month(s) shall be prorated, based upon the number of
days  in  such  month.  Provided Tenant is in full compliance with the terms and
conditions  of  this Lease, Aggregate Monthly Rent shall be abated for the first
three (3) months of the Lease Term, subject to Tenant's election to increase the
Allowance.

     0.0.1     First  Month's  Rental  Obligation.  Concurrent  with  the
execution of this Lease, Tenant shall deliver to Landlord the sum of Thirty-Five
Thousand  Nine  Hundred  Sixteen  and  30/100 Dollars ($35,916.30), which amount
shall  be applied to the Tenant's first month of rental obligation due hereunder
(see  Sections  1.1.4 and 3.1 above), and which sum may be subject to adjustment
pursuant  to  Section  2.1.1.

1.5 Base Rent Increases. The Base Rent shall be increased by three
percent  (3%)  commencing  on  the  first  day  of  each  Adjustment  Month.

1.6  Additional  Rent.  In  addition to Base Rent, Tenant shall pay to Landlord,
from  the  Commencement  Date throughout the Term of this Lease, at the time and
manner  set  forth  herein,  the  following  Additional  Rent:

     0.0.1     Tenant's  Share of Property Operating Costs.  Tenant  shall pay
to  Landlord  its  Pro-Rata Share of Property Operating Costs to the extent that
the  Property  Operating Costs, as that term is more fully defined below, exceed
Landlord's  Share.  Following  the Base Year, Landlord shall estimate each Lease
Year's  Property Operating Costs and shall notify Tenant, in writing, within one
hundred  and twenty (120) days after the beginning of each successive Lease Year
of  Tenant's  Share (net of Landlord's Share), applying the current Lease Year's
estimated  Property  Operating Costs ("Estimated Tenant's Share"). The Estimated
Tenant's  Share  shall  be pro-rated on a monthly basis for the applicable Lease
Year  and  such  pro-rated  amount  shall  be  remitted  by  Tenant, in advance,
commencing  on  the  Commencement  Date  and continuing on the first day of each
month  thereafter, without further demand or any deduction or setoff. Until such
time  as Landlord notifies Tenant of the current Lease Year's Estimated Tenant's
Share,  Tenant  shall  continue  to  pay  the  Estimated  Tenant's Share for the
previous  Lease  Year.


     0.0.2     Notification  of  Property  Operating  Costs.  Following the end
of  each Lease Year, Landlord will ascertain the actual Property Operating Costs
for the current Lease Year then ending, and shall compute the difference thereof
from  the Estimated Tenant's Share paid by Tenant for the applicable Lease Year.
Landlord  shall  notify  Tenant, in writing, within one hundred and twenty (120)
days  of  the  end  of each Lease Year of such difference, if any (the "Property
Operating  Cost  Statement"). In no event, however, shall failure to deliver the
Property  Operating  Cost Statement within said one hundred and twenty (120) day
period  prevent  Landlord  from  collecting the difference, if any, from Tenant.
Tenant  shall  pay to Landlord, within thirty (30) days following receipt of the
Property  Operating  Cost  Statement,  the  amount,  if  any,  due  to  Landlord
(inclusive  of  the  last  year

                                    Page -4-
<PAGE>
of  the Term).  In the event that the Property Operating Cost Statement reflects
an  amount  due  to  Tenant, then same shall be credited and applied to the next
monthly  payment  of  Base  Rent and Additional Rent, until such amount has been
fully  exhausted, provided that in the last year of the Term any excess shall be
refunded  to  Tenant  within  thirty (30) days following Tenant's receipt of the
Property  Operating  Cost  Statement,  or  any shortfall shall be paid by Tenant
within thirty (30) days of its receipt of the Property Operating Cost Statement.
In  no  event  shall  Landlord  or Tenant be entitled to receive interest on any
amounts  due  to  the  respective  party as shown on the Property Operating Cost
Statement.  The  obligation  of Tenant to pay Landlord Tenant's Pro-Rata Portion
of  the  Property Operating Costs, or Landlord's obligation to refund any excess
paid  by Tenant shall survive the early termination or expiration of this Lease.

     0.0.3     Property  Operating Costs.  The term "Property  Operating
Costs"  shall  mean the total cost and expense incurred, during each Lease Year,
in  managing,  operating,  equipping,  lighting,  repairing,  replacing  and
maintaining  the  Property,  as  well  as  any  owners association's common area
assessments  which  are  established  and which are allocable to the Property as
reasonably  determined  by  the  Landlord,  annualized  over  a Lease Year. Such
operating  and  maintenance  costs  shall  include  all  costs  and  expenses of
operating  and  maintaining such areas and facilities in such manner as Landlord
may,  from  time  to  time,  deem appropriate, and for the best interests of the
tenants  of  the  Property,  including,  without  limitation,  the  following:

     d.     all  Impositions,  as  that  term is defined in Section 3.3.5 below;

     e.     all  Utilities  not separately metered or billed to Tenant, or other
tenants,  and  all  other  utilities  and  services  provided  to  the Property;

     f.     all cleaning and janitorial service for the Premises and cleaning on
a  regular  basis  for  all  Common  Areas  of  the  Building;

     g.     Landlord's  insurance  for the Property, including fire and extended
coverage,  liability,  property  damage, rent loss, boiler insurance, vandalism,
malicious  mischief,  earthquake  insurance,  insurance  against  liability  for
defamation  and claims of false arrest, and such other insurance in such amounts
and  covering  hazards  deemed  appropriate by Landlord or which Landlord or any
Mortgagee  deems  necessary  or  prudent;

     h.     the  cost  (amortized  over  such  period  as  Landlord  reasonably
determines,  together  with  interest at twelve percent (12%) on the unamortized
balance)  of  any capital improvements to the Property or equipment replacements
made  by  Landlord  after  the  Commencement  Date  that  are intended to reduce
Property  Operating  Costs,  or are required by any laws, which are necessary in
order  to  operate  the  Property  at  the  same  quality level as prior to such
replacement;

     i.     costs  and  expenses  of  operation,  repair  and maintenance of all
structural  portions  and  components  of  the  Property,  including,  without
limitation,  plumbing,  communication,  common  area  heating,  ventilating  and
air-conditioning, elevator, and common area electrical and other common Property
systems;

     g.     costs  of  repairs,  maintenance,  or  replacement of paving, curbs,
walkways, remarking, directional or other signs, landscaping, drainage, lighting
facilities,  repair and maintenance of the Common Areas and parking areas, costs
and  expenses of planting, replanting and replacing flowers, shrubbery and other
landscaping, and the cost to Landlord of servicing and maintaining any sprinkler
system;

     h.     rental  or  lease  payments  paid  by  Landlord for rented or leased
personal  property  used  in  the  operation  or  maintenance  of  the Property;

     i.     management fees not to exceed three percent (3%) of the annual gross
revenue  of  the Building, and administrative fees not to exceed fifteen percent
(15%)  of the direct Property Operating Costs, for direct labor and overhead for
administrative personnel at or below the property manager level allocable to the
Premises,  Building  or Property,  which fees shall be payable to Landlord or to
any  other  entity  which  is  managing or administering the Property and/or the
Building;

     j.     costs  incurred  in  providing  private  police  protection,  roving
patrol,  or  night  watchmen (including, but not limited to, uniforms), and fire
protection;

     k. expenses for the rental of music program services and loudspeaker
systems (if
                                    Page -5-
<PAGE>
Landlord  elects to provide the same), including, but not limited to, furnishing
electricity  therefor;

     l.     Landlord's  share  of  any  charges  or  contributions  made under a
recorded  covenant or other agreement that relates to the Property and any other
property,  which  are  disclosed,  in  writing,  in  advance  to the Tenant; and

     m.     cost  of  leasing  and operating any signs, the cost of personnel to
implement  any  service  described  above,  to  direct traffic and to police the
Common  Areas.


     1.6.1.1  For  any period that the occupancy of the Building during the Base
Year  or  any  Lease  Year  is  less  than  ninety-five  percent (95%), Property
Operating  Costs  for  such  Base  Year  shall be "grossed up" to that amount of
Property  Operating  Costs that, using reasonable projections, would normally be
expected  to be incurred if the Building were ninety-five percent (95%) occupied
during  the Base Year; provided, further, that to the extent that for any reason
the  Building  was  only  in  operation for a portion of the Base Year, Property
Operating  Costs  for the Base Year shall be "grossed up" and shall reflect such
adjustments  for seasonality and otherwise as Landlord deems appropriate to that
amount  of  Property  Operating  Costs  that,  using  reasonable projections and
assumptions,  would normally be expected to be incurred if the Building had been
in  operation  during  the entire Base Year. With respect to Real Property Taxes
included  in  Property  Operating  Costs for the Base Year, such amount shall be
determined  under  the  assumption  that  the  Building  is  fully assessed as a
completed  and  occupied unit and if one or more additional buildings are at any
time  constructed  on  the parcel of real property that the Building is situated
upon,  then  at  the  option of Landlord at each instance the amount of the Base
Year  shall  be  changed to give effect to restatement of the Property Operating
Costs for the Base Year predicated upon recomputation of the Real Property Taxes
which  were  included  in  Property  Operating  Costs to be a new amount of Real
Property  Taxes multiplied by the fraction whose numerator is the total Rentable
Area  of  the  Building  and whose denominator is the total Rentable Area of all
buildings  (including  the  Building)  situated  upon  such  parcel.

     1.6.1.2  With respect to any Utilities or service mentioned herein which is
not separately metered or billed to Tenant, if Landlord determines that Tenant's
use  of  such utility or service is excessive or abnormal such that it is unfair
to  assess Tenant and other tenants therefor on a pro-rata square footage basis,
Landlord  shall  so  notify Tenant. Such written notice shall contain Landlord's
estimate  of  a reasonable amount of the overall cost of such utility or service
which  should  be  billed  to Tenant. If, within thirty (30) days after Tenant's
receipt  of  such  notice,  Landlord  and  Tenant  are  unable  to  agree upon a
reasonable  amount  of the overall cost of such utility or service to be paid by
Tenant,  then,  and in such event, Tenant shall cause such utility or service to
be  separately metered to Tenant or separately contracted-for by Tenant, so that
Tenant  will  pay  separately,  at  Tenant's  sole  expense, for such utility or
service  (in  which  case  Landlord  shall  not thereafter assess Tenant for any
amount of such utility or service). The cost of the installation of any separate
meter  shall  be  paid by Tenant. Tenant has requested and Landlord will provide
certain  Additional  Service,  as  defined  and more fully elaborated in Section
10.1(c)  below.

     0.0.4     Property  Operating  Cost  Exclusions.  Property
Operating  Costs  shall  not  include any expenditures by
                         ---
Landlord  in  connection  with:

     n.     leasing  costs  (including  Tenant  Improvements),  fees and leasing
commissions;

     o.     legal  fees  and  costs,  including  costs  of litigating with other
tenants;

     p.     taxes  other  than "Impositions," as that term is defined in Section
3.3.5  of  this  Lease;

     q.     costs  and  fines assessed against Landlord, due to violation of any
other  leases  within  the  overall  development  within  which  the Premises is
situated;

     r.     all  costs  and  expenses  associated  with  capital improvements or
additions  (except  as  otherwise  provided  above)  to  the  Property  or  the
construction  of  any  buildings  to  be  occupied  or  used primarily for other
tenants;
                                    Page -6-
<PAGE>
     s.     depreciation, amortization and interest payments, except as provided
herein,  and  when  required,  the  item  shall be amortized over its reasonably
anticipated  useful  life;

     t.     interest, principal, points and fees on debts or amortization on any
mortgage  or  mortgages  or  any  other debt instrument encumbering the Property
except  in  conjunction  with  a  permitted  charge  hereunder;  and

     u.     Landlord's  general  corporate  overhead, general and administrative
expenses and profits in connection with goods and services in or to the Property
as  supplied  by  Landlord  to the extent the same exceeds the costs therefor if
rendered  by  an  unaffiliated  third  party  within  Clark  County,  Nevada.

     21.0.1     Impositions .  For the purpose of this Lease, the term
"Impositions"  means:

     v.     any real estate taxes, fees, assessments (including, but not limited
to,  any  local  improvement  district  assessments),  or other charges assessed
against  the  Property  and  any  improvements  thereon;

     w.     all  personal property taxes on personal property used in connection
with  the  Property  and  related  structures other than taxes payable by Tenant
under  Section  12.1  hereof,  or  payable  by any other tenant in the Building;

     x.     any  and  all  taxes,  assessments, license fees, and public charges
levied,  assessed,  or  imposed, and which become payable during the Term hereof
upon  all  improvements made to the Premises, over and above the Building shell,
whether  installed  by  Landlord  or  Tenant;

     y.     any  and  all environmental levies or charges now in force affecting
the  Property  or  any portion thereof, or which may hereafter become effective,
including,  but  not  limited  to,  parking  taxes, levies, or charges, employer
parking  regulations, and any other parking or vehicular regulations, levies, or
charges  imposed  by  any  municipal,  state  or  federal  agency  or authority;

     z.     any other taxes levied or assessed in addition to, as a replacement,
alteration,  or  substitute  for,  or  in lieu of such real or personal property
taxes;

     aa.     any  and  all fees reasonably paid by Landlord in its opposition of
tax  assessments  that are directly related to the Premises and/or the Property,
provided,  however, that in no event shall such fees exceed the amount of actual
savings;

     bb.     any expenses incurred in connection with any requirement subsequent
to  the  date  hereof  for  changes  at  the  Property so as to comply with then
existing  laws,  ordinances  or  codes  imposed  by  federal,  state  or  local
governmental  authorities, together with any and all fees reasonably incurred by
Landlord  in  its  opposition  to  any  such  regulations;  and

     cc.     all  new and increased assessments, taxes, fees, levies and charges
relating  to  the  Property  shall  be  included  within  the  definition  of
"Impositions"  for  the  purposes  of  this  Lease.

1.7 Expenditures by Landlord. Whenever under any provision of this Lease, Tenant
shall  be  obligated  to  make  any  payment or expenditure, or to do any act or
thing,  or  to  incur  any  liability  whatsoever,  and Tenant fails, refuses or
neglects  to  perform  as herein required, Landlord shall be entitled, but shall
not  be  obligated,  (i)  to  make  any such payment; (ii) to do any such act or
thing; or (iii) to incur any such liability, all on behalf of and at the cost of
and  for  the  ac-count  of  Tenant. In exercising this right, Landlord shall be
permitted to charge Tenant the cost thereof plus interest thereon at the rate of
fifteen  percent  (15%)  per  annum,  which  charge  shall  constitute  and  be
collectible  as  Additional  Rent  on  demand.

1.8  Monetary  Payments. All rent and other monies required to be paid by Tenant
hereunder  shall  be  paid  to  Landlord, without deduction or offset, except as
otherwise  provided  herein,  in  legal  tender of the United States of America,
                                    Page -7-
<PAGE>
at  901  N. Green Valley Parkway, Suite 200, Henderson, Nevada 89074, Attention:
Property  Management, or at such other place as Landlord may, from time to time,
designate  in  writing.  Tenant  agrees  that  all monies required to be paid by
Tenant pursuant to this Lease, except for the Base Rent, are hereby conclusively
deemed  to  be  Additional  Rent.

                                    SECTION 4
                                 RIGHT OF AUDIT
                                ----------------
1.9  Right  of  Audit. In the event of any good faith dispute as to the
amount  of  the Property Operating Costs, as set forth in the Property Operating
Cost  Statement  forwarded  to  Tenant  by  Landlord, pursuant to Section 3.3.2,
Tenant  shall  have  the  right  to  inspect  Landlord's Property Operating Cost
records  for  the  Building  and  the  Property at Landlord's offices; provided,
however, that Tenant is not in default under the terms of this Lease at the time
such  request  for  such  inspection  is  made, no more frequently than once per
calendar  year,  and upon not less than thirty (30) days prior written notice to
Landlord  and  at  reasonable  times.  Tenant  shall  further  have the right to
photocopy  Landlord's  Property  Operating Cost records for the Building and the
Property  at  Landlord's  offices,  in  the  event  that Tenant requests that an
inspection  be  made.  If,  after  such  inspection  and  photocopying,  Tenant
continues, in good faith, to dispute the amount of the Property Operating Costs,
as set forth in said Property Operating Cost Statement, Tenant shall be entitled
not later than ninety (90) days following Tenant's receipt of Property Operating
Cost  Statement  to retain a national, independent, certified public accountant,
who is not contracted on a contingency fee basis, and who is mutually acceptable
to  Landlord  and  Tenant,  to audit Landlord's Property Operating Cost records,
with  respect  to  the  calendar  year  covered  by said Property Operating Cost
Statement,  to  determine  the  proper  amount  of the Property Operating Costs.
Landlord  shall  be  entitled to review the results of such audit promptly after
completion  of  same.  If  the  results  of  such audit states that Landlord has
overcharged Tenant, then within a reasonable time after the results of the audit
are  made available to Landlord, Landlord shall credit Tenant the amount of such
overcharge  toward the payments of Base Rent and Additional Rent next coming due
under  this  Lease,  until  such  amount has been fully exhausted. If such audit
proves  that  Landlord  has  undercharged  Tenant, then within fifteen (15) days
after the results of the audit are made available to Tenant, Tenant shall pay to
Landlord  the  amount  of  any  such  undercharge.


     21.0.1     Audit  Confidentiality.  Tenant's receipt of any information in
response  to  a  request  for  inspection  of  Landlord's books and records with
respect  to  the  Property  Operating  Costs  for the Building is subject to the
following:

     e.     Tenant  must  keep information confidential.  All of the information
obtained  through  the  Tenant's  audit  with  respect  to  financial  matters
(including,  without  limitation,  costs,  expenses,  and  income) and any other
matters  pertaining  to  the  Landlord  and/or  the  Property,  as  well  as any
compromise,  settlement,  or  adjustment  reached  between  Landlord  and Tenant
relative  to the results of the audit, shall be held in strict confidence by the
Tenant  and  its  officers,  agents,  and  employees; and Tenant shall cause its
auditor  and  any  of  its officers, agents, and employees to be similarly bound
pursuant  to  subparagraph  b.,  below.

     f.     Auditor  must  sign  confidentiality  covenant.  As  a  condition
precedent  to  Tenant's  exercise  of its right to audit, Tenant must deliver to
Landlord  a  signed  covenant  from  the  auditor,  in  a form to be provided by
Landlord,  acknowledging  that  all  of the results of such audit as well as any
compromise,  settlement, or adjustment reached between Landlord and Tenant shall
be  held  in  strict  confidence  and shall not be revealed in any manner to any
person  except:  (i)  upon  the  consent  of  the Landlord, which consent may be
withheld  in  Landlord's  sole  discretion;  (ii)  if  reasonably  necessary  in
connection  with  any  arbitration  or  litigation, or regulatory arbitration or
mediation proceeding between Landlord and Tenant materially related to the facts
disclosed  by  such  audit;  or  (iii)  if  required  by  law.

     g.     Acknowledgment.  Tenant  understands  and agrees that this provision
is of material importance to the Landlord and that any violation of the terms of
this  provision  shall result in immediate and irreparable harm to the Landlord.

     h.     Damages.  Landlord shall have all rights allowed by law or equity if
Tenant,  its  officers, agent, or employees and/or the auditor violate the terms

                                    Page -8-
<PAGE>
of  this  provision,  including, without limitation, the right to terminate this
Lease  or  the right to terminate Tenant's right to audit in the future pursuant
to  this  clause.

     i.     Indemnification  by  Tenant  and  auditor.  Tenant  shall indemnify,
defend  upon  request,  and  hold  Landlord harmless from and against all costs,
damages, claims, liabilities, expenses, losses, court costs, and attorney's fees
suffered  by  or  claimed against Landlord, based, in whole or in part, upon the
breach of this Section by Tenant and/or its auditor; and shall cause its auditor
to  be  similarly  bound.

     j.     Survival  clause.  The obligations within this Section shall survive
expiration  or  earlier  termination  of  the  Lease.

     1.9.1.1  If  Tenant  does  not  request  an  audit  in  accordance with the
provisions  of  this  Section  4.1 within ninety (90) days of its receipt of the
Property  Operating Cost Statement, such Property Operating Cost Statement shall
be conclusively binding upon Tenant. In the event that Tenant was the prevailing
party,  in whole or in part, in an audit, Tenant shall only be entitled to audit
Landlord's  books and records that apply to the prior year immediately preceding
the  year  in  which  Tenant prevailed in such audit, and in connection with the
same  specific  item  that was the subject of the previous audit in which Tenant
prevailed,  but  in  no  event  shall Tenant be entitled to conduct an audit nor
challenge  the correctness of the Property Operating Cost Statement for a period
earlier  than one (1) year prior to the year in which Landlord delivers the most
recent  Property Operating Cost Statement. In addition, once having conducted an
audit with respect to a specific item in any year, Tenant shall have no right to
conduct  another  audit  of  the  same  specific  item  for  such  year.

                                    SECTION 5
                                SECURITY DEPOSIT5
                              ---------------------

1.10  Security  Deposit.  Tenant, concurrently with the execution of this Lease,
has deposited with Landlord the sum of Thirty-Five Thousand Nine Hundred Sixteen
and  30/100  Dollars  ($35,916.30),  representing  Tenant's first month's rental
                       ----------
obligation  hereunder,  receipt  of  which  is  hereby  acknowledged by Landlord
("Deposit"),  which  Deposit  may  be  subject to adjustment pursuant to Section
2.1.1.  Said  Deposit  shall  be  held  by Landlord as security for the faithful
performance  by  Tenant of all the terms, covenants and conditions of this Lease
by  Tenant  to  be  kept  and  performed  during  the Term hereof, including the
vacating  of  the  Premises by Tenant; provided that Tenant shall not be excused
from  the  payment  of  any  rent  herein  reserved  or  any other charge herein
provided.  If  Tenant  defaults  with  respect  to  any provision of this Lease,
Landlord may, but shall not be required, (i) to use or retain all or any part of
the  Deposit  for  the payment of any rent or other monies due Landlord; (ii) to
repair  damages  to  the  Premises;  (iii)  to  clean  the  Premises; or (iv) to
compensate  Landlord  for  any other loss or damage which Landlord may suffer by
reason  of  Tenant's  default.  If  any  portion  of  the  Deposit is so used or
applied,  Tenant  shall,  within  five  (5)  business  days after written demand
therefor,  deposit  cash  with  Landlord  in an amount sufficient to restore the
Deposit  to  its  original  amount.

     21.0.1     Return  of Deposit    Landlord shall not be required  to  keep
the Deposit separate from its general funds, and Tenant shall not be entitled to
interest  on the Deposit. Should Tenant comply with all of said terms, covenants
and  conditions  and promptly pay all the rent herein provided for and all other
sums  payable  by  Tenant  to  Landlord hereunder as the same fall due, then the
Deposit shall be returned to Tenant within thirty (30) days after the end of the
Term,  or thirty (30) days after the last payment due from Tenant is received by
Landlord, whichever last occurs. In the event of sale, transfer or the making of
a  master  lease  of  the  Property  or  of  any  portion thereof containing the
Premises,  if Landlord transfers the Deposit to the lessee or transferee for the
benefit  of  Tenant, and if such lessee or transferee assumes all liability with
respect  to  the  Deposit,  then Landlord shall be considered released by Tenant
from  all  liability  for  the  return of the Deposit, and Tenant agrees to look
solely  to the new landlord for the return of the Deposit, and it is agreed that
this Section 5 shall apply to every transfer or assignment to a new landlord. No
Mortgagee  or  beneficiary holding a lien on the Property or any portion thereof
shall be liable to Tenant for any Deposit, unless said Deposit has actually been
delivered  to  such  Mortgagee  or  beneficiary.

     21.0.2     No Right of Tenant to Encumber Deposit

                                    Page -9-
<PAGE>
Tenant  shall  have  no  right  or  privilege to mortgage, encumber, transfer or
assign  the  Deposit  without  the  prior  written  consent  of  Landlord.

1.11  No  Right  of  Deduction. Tenant may not deduct from its Aggregate Monthly
Rent  or  from  other  payments  to  Landlord under this Lease, the Deposit, and
Landlord's  right  to  possession of the Premises, or to take appropriate action
for  nonpayment  of  any rent, or for any other reason, shall not be affected by
the  fact  that Landlord holds the Deposit and does not use, apply or retain the
same  as  set  forth  herein.

1.12  Right  to  Raise  Security  Depositto  Raise  Security  Deposit.  Upon the
occurrence  of  an Event of Default, as defined below, more than three (3) times
within any twelve (12) month period, irrespective of whether or not such default
is  cured,  then, without limiting Landlord's other rights and remedies provided
for  in  this  Lease, or at law or in equity, the Deposit shall automatically be
increased by an amount equal to the greater of: (i) three (3) times the original
Deposit;  or  (ii)  three (3) months Base Rent, which shall be paid by Tenant to
Landlord within ten (10) days following receipt of written notice by Landlord of
same.

                                    SECTION 6
                            POSSESSION AND SURRENDER
                           --------------------------



1.13  Possession  of  the  Premises. Subject to the following provisions, Tenant
shall  upon  entering  and occupying the Premises be conclusively deemed to have
accepted  the  Premises,  subject to Exhibit C, and Landlord shall not be liable
for  any  latent  or  patent  defects  therein.  Notwithstanding  the foregoing,
Landlord  shall  correct  any  latent defects in Landlord's Work with respect to
which Tenant delivers notice to Landlord within one (1) year after the Occupancy
Date,  or  within such longer period as coincides with the term of a third party
warranty  covering  that  portion of the Landlord's Work at issue. Landlord will
construct  the  Tenant  Improvements  to be constructed or installed by Landlord
according  to the Landlord's Work. Tenant acknowledges that neither Landlord nor
its  agents  or  employees have made any representations or warranties as to the
suitability  or  fitness of the Premises for the conduct of Tenant's business or
for  any  other  purpose,  nor has Landlord or its agents or employees agreed to
undertake  any  alterations or construct any Tenant Improvements to the Premises
except  as  expressly provided for in this Lease and the Landlord's Work. If for
any  reason  Landlord  cannot deliver possession of the Premises to Tenant on or
before the fixed date component of the Occupancy Date, if applicable, this Lease
will  not be void or voidable, and Landlord will not be liable to Tenant for any
resultant  loss  or  damage.

1.14  Surrender.  Upon  the expiration or sooner termination of the Term of this
Lease,  if  Tenant  has  fully  and  faithfully  perform-ed  all  of  the terms,
conditions  and  covenants  of  this  Lease  to  be performed by Tenant, but not
otherwise,  Tenant  shall,  at  its  sole  cost and expense, remove all personal
property  and  trade  fixtures which Tenant has installed or placed in or on the
Premises  (all of which are hereinafter referred to as "Tenant's Property") from
the  Premises  and  repair  all  damage thereto resulting from such removal, and
Tenant  shall  thereupon  surrender the Premises in the same condition as on the
Occupancy  Date,  reasonable wear and tear excepted. If Tenant has not fully and
faithfully performed all of the terms, conditions and covenants of this Lease to
be performed by Tenant, Tenant shall never-theless remove Tenant's Property from
the  Premises  in the manner aforesaid within fifteen (15) days after receipt of
written  direction  to  do  so  from Landlord. In the event Tenant shall fail to
remove  any  of  Tenant's  Property as provided herein, Landlord may, but is not
obligated  to,  at Tenant's expense, remove all of such Tenant's Property not so
removed  and  repair all damage to the Premises resulting from such removal, and
Landlord  shall  have  no  responsibility  to  Tenant  for any loss or damage to
Tenant's  Property caused by or resulting from such removal or otherwise. If the
Premises  is  not  surrendered  at  the  end of the Term, Tenant shall indemnify
Landlord  against  all  loss  or  liability resulting from delay by Tenant in so
surrendering  the Premises including, without limitation, any claims made by any
succeeding  tenant due to such delay. Tenant agrees not to commit or allow waste
to  be  committed  on  any  portion  of  the  Premises.

                                   SECTION 7
                                USE OF PREMISES
                               -----------------

1.15  Use  of  Premises. The Premises are leased to Tenant solely for office and
administrative  use  relating  to  a  travel/timeshare company, and for no other

                                    Page -10-
<PAGE>
purpose  or purposes whatsoever. Tenant shall not use, or suffer to be used, the
Premises,  or  any  portion thereof, as a sales office for timeshare and/or land
sale  presentations  to  the general public. Tenant shall conduct business under
the  trade  name  of  "Leisure  Industries Corporation of America, Inc.," and no
other,  without  Landlord's  prior  written  consent, which consent shall not be
unreasonably  withheld  or  conditioned.

1.16  Maintenance and Repair. Subject to Section 10, "Landlord Services," Tenant
shall maintain the Premises in good repair and condition (ordinary wear and tear
excepted)  and every part thereof and any and all appurtenances thereto wherever
located, including, but without limitation, the exterior and interior portion of
all  doors,  door checks, windows, plate glass, Tenant signage, all plumbing and
sewage  facilities  within the Premises including free flow up to the main sewer
line,  fixtures, heating and air conditioning and electrical systems (whether or
not  located in the Premises), fire sprinkler system, interior walls, floors and
ceilings,  and  any  work  performed by or on behalf of Tenant hereunder. Tenant
shall  also keep and maintain in good order and condition any special equipment,
fixtures  or  facilities  other than the usual and ordinary plumbing and utility
facilities.

1.17 Storage of Garbage. Tenant shall store all trash and garbage in appropriate
refuse  containers  in  a  designated  area  provided by Landlord and reasonably
located,  so as not to be visible or create a nuisance to customers and business
invitees  in the Premises and/or the Property, and so as not to create or permit
any health or fire hazard. If Tenant requires larger refuse facilities over that
generally  provided  by  Landlord,  Tenant  shall  arrange  and  pay  for  same.

1.18  Abidance of Rules and Regulations. Tenant hereby covenants and agrees that
it,  its  agents,  employees,  servants,  contractors, subtenants and licensees
shall  abide  by the Rules and Regulations that Landlord has established, as set
forth  in  Exhibit  D, attached hereto and incorporated herein by reference, and
such  additional  reasonable  rules  and  regulations  hereafter  adopted,  and
reasonable  amendments  and  modifications  of any of the foregoing, as Landlord
may,  from  time-to-time,  adopt  for  the  safety,  care and cleanliness of the
Premises  or  the  Property  or  for  the preservation of good order thereon and
therein.

1.19  Commercially Reasonable Operation.  Tenant shall operate its
business in the Premises and such operation shall be conducted in a commercially
reasonable  manner.

1.20  Prohibition  Against Interference With Other Tenants. Tenant shall not do,
permit  or  suffer  anything  to  be  done  or  kept upon the Property or in the
Premises  which  will  obstruct  or  interfere  with the rights of other tenants
and/or property owners, Landlord or the patrons and customers of any of them, or
which  will unreasonably annoy any of them, their patrons or customers by reason
of  unreasonable  noise  or  otherwise,  nor  will  Tenant  commit or permit any
nuisance  on  the  Premises or commit or suffer any immoral or illegal act to be
committed  thereon.

1.21  Use  of  Common  Areas.  The  use  of  the  Premises  and all Common Areas
whatsoever  by Tenant, its employees, agents, customers, licensees, invitees and
contractors  shall  at all times be in compliance with all covenants, conditions
and  restrictions,  easements,  reciprocal  easement agreements, and all matters
presently  of  public record, or which may hereafter be placed of public record,
which  affect  the  Premises  or  the  Property,  or  any  part  thereof.

1.22 Parking. Subject to Section 9, Tenant agrees that Tenant and its employees,
invitees  and  all  other individuals visiting the Premises, except for Tenant's
customers,  will,  if  deemed  necessary  by  Landlord,  only  park in the areas
designated  for  such use. Written notice of such designation shall be delivered
to  Tenant and same shall have the same force and effect as if it was originally
included  in  this  Lease.

1.23 Trademark Restrictions. Tenant agrees to abide by the trademark restriction
covenants  contained  in  Section  7.9.1  below.  Tenant hereby acknowledges and
agrees  that,  upon  any  breach  by Tenant of such covenants, Landlord and ANC,
Inc.,  an  affiliate of the Landlord, will be irreparably and materially injured
for  no  just  cause  and without adequate remedy at law, such that Landlord and
ANC,  Inc.  (as a third party beneficiary hereof) shall be irrebuttably presumed
to  be immediately entitled to all forms of equitable relief, including, without
limitation,  a  temporary  restraining  order  and  preliminary  or  permanent
injunction.
                                    Page -11-
<PAGE>

     21.0.1  Trademark.  Tenant  acknowledges that Landlord has informed it that
ANC,  Inc.,  a Nevada corporation, and an affiliate of Landlord, is the owner of
trademark  and  trade  name  rights relative to the name "GREEN VALLEY" and with
respect  to  various  distinctive  marks  utilized in conjunction with the Green
Valley  development.  Tenant  therefore agrees not to denote or utilize the name
"GREEN  VALLEY"  or  any of said distinctive marks as the name of or part of the
name  of  or in conjunction with the name of the business to be conducted on the
Premises leased to Tenant hereunder without first obtaining the written approval
of  ANC,  Inc., and executing such license agreements relative thereto as may be
requested  and  required  by  ANC,  Inc.  Any  breach  of  this  provision shall
constitute a material breach of this Lease with all attendant rights accruing to
Landlord.  Further,  ANC, Inc. is acknowledged by both Landlord and Tenant to be
an  additional  intended  beneficiary  of  this  provision of this Lease. Tenant
agrees  and acknowledges that either Landlord and/or ANC, Inc. shall be entitled
to  all  forms  of  equitable relief, including, without limitation, a temporary
restraining  order,  preliminary  and  permanent injunction, in the event of any
unauthorized  use  by Tenant of the name "GREEN VALLEY" or any trademark of ANC,
Inc.,  utilized  in  conjunction  with  the  Green  Valley  development.


1.24  Gaming. No slot machine, gambling game or device, or other "gaming" of any
type  as defined by Nevada law or requiring a gaming license issued by the State
of  Nevada  shall  be  permitted in or on the Premises without the prior written
consent  of  Landlord,  which  consent is strictly within Landlord's discretion.

1.25  Satellite Dish. Tenant shall have the right, at its sole cost and expense,
in  accordance  with all applicable governmental laws, codes and regulations, to
install  one  (1)  satellite  dish,  the  size of which shall be consented to by
Landlord  (not  greater  than  two (2) meters), utilizing a non-penetrating roof
mount.  Tenant  represents  and warrants that the installation of the dish shall
not  cause  any  damage  to  the  Premises  or the Building. Installation of the
satellite dish by Tenant will not adversely affect the Landlord's roof warranty.
Said  installation  shall  be at a location mutually agreed upon by Landlord and
Tenant.  The  dish shall be screened by view from all elevations of the Premises
and  Building  in  accordance  with  the  City of Henderson and all governmental
ordinances.  Tenant shall mount said dish by the mounting configuration and in a
manner  reasonably  required  by  Landlord.  Tenant agrees to indemnify and hold
harmless  Landlord from any costs, liabilities or damages arising from or caused
by  the installation, use and/or existence of said satellite dish. Additionally,
at  the  expiration  or  early termination of the Lease, Tenant shall remove the
satellite  dish  at  Tenant's  sole cost and expense and shall repair any damage
caused  by  such  removal.  In the event Tenant fails to remove said dish within
fifteen  (15)  days  after  the expiration or earlier termination of this Lease,
Landlord  may  remove same and Tenant shall pay to Landlord the reasonable costs
therefor  incurred.  Tenant  represents  and warrants that any and all roof work
shall  comply  with the requirements set forth in Exhibit G, attached hereto and
incorporated herein.  Tenant shall indemnify, defend, and hold Landlord harmless
from  and  against  all  costs,  damages, claims, liabilities, expenses, losses,
court costs, and attorney's fees suffered by or claimed against Landlord, based,
in  whole  or  in  part,  upon  the  breach  of  this  Section  by  Tenant.

                                    SECTION 8
                     IMPROVEMENTS, SIGNAGE AND ALTERATIONS
                     --------------------------------------

1.26  Improvements. Landlord shall diligently perform and install or cause to be
installed  the  improvements  to the Premises required of it as specifically set
forth on Exhibit C, attached hereto and incorporated herein ("Landlord's Work").
Except  as  so  set  forth, Tenant otherwise accepts the Premises in its "as is"
condition.  Landlord's  Work shall be performed substantially in accordance with
the  plans,  specifications  and  related  requirements  as  so outlined on said
Exhibit  C  or  established  pursuant  thereto.

     21.0.1     Exterior  Directional  Signage. At  Tenant's sole cost and
expense,  Landlord shall provide Tenant the ability to display its trade name on
exterior  directional  signage  located within the Green Valley Corporate Center
parking  lot,  as  more  fully  depicted  on  Exhibit  F,  attached  hereto  and
incorporated herein, subject to the sign criteria currently in effect within the
Property.  The  right  to  display  Tenant's trade name shall terminate upon the
expiration  of  this  Lease  or  sooner  termination  as  provided  herein

                                    Page -12-
<PAGE>

     21.0.2     Directory  Signage.  Tenant shall have the ability to display
its trade name on the directory sign and suite identification signage
located  within  the Building lobby, which designs, sizes and locations
shall  be subject to Landlord's approval (the "Directory Sign").  Tenant, at its
sole  cost  and expense, shall have the ability to display its trade name at the
entry  door  to the Premises.  All signage shall be subject to the sign criteria
currently  in  effect  within the Property.  The right to display Tenant's trade
name  and/or  logo  shall  terminate upon the expiration of this Lease or sooner
termination  as  provided  herein.



     21.0.3     Monument  Signage .  In  the  event  that Landlord  elects
to  construct a monument sign, Landlord shall provide Tenant a
right  to display its trade name on said monument signage (the "Monument Sign").
Tenant  shall  be  responsible  for  the  cost  of  the design, construction and
placement  of  the sign panel, bearing Tenant's trade name on the Monument Sign,
which  design,  size  and location shall be subject to Landlord's approval.  The
right to display Tenant's trade name shall terminate upon the expiration of this
Lease  or  sooner  termination  as  provided  herein.

1.27  Alterations.  After  completion  of  the  Landlord's Work outlined herein,
Tenant  shall  not  make  any  further  additions,  alterations, improvements or
changes  ("Alterations")  in,  or  to  the  Premises  without  the prior written
approval  of  Landlord,  excepting  therefrom  the  interior  non-structural
Alterations  costing less than Ten Thousand and 00/100 Dollars ($10,000.00) made
by  Tenant  to  the Premises. The approval of any and all structural Alterations
shall  be at the sole and absolute discretion of the Landlord. Any such approved
Alterations  shall  be  at  the  sole  cost  and expense of Tenant. Landlord may
impose,  as  a condition to such consent, such requirements as Landlord may deem
reasonably  necessary  in  its  judgment, including, without limitation, (i) the
manner  in which the work is done; (ii) a right of approval of the contractor by
whom the work is to be performed; (iii) the times during which the work is to be
accomplished,  approval  of  all  plans  and  specifications, certifications and
inspections;  and  (iv)  the  procurement  of all licenses and permits. Landlord
shall  be  entitled  to  post  notices on and about the Premises with respect to
Landlord's  non-responsibility for mechanics' liens, and Tenant shall not permit
such  notices to be defaced or removed. Tenant further agrees not to connect any
apparatus,  machinery  or  device  to  the  Building systems, including electric
wires,  water  pipes,  fire  safety,  heating  and  mechanical  systems,  or any
penetrations  to  the  roof, walls or structure support of the Building, without
the  prior  written consent of Landlord, which consent shall not be unreasonably
withheld,  conditioned or delayed. Any Alterations shall be made promptly and in
a  good  and workmanlike manner, lien free, and in compliance with all insurance
requirements  and  with  all  applicable  permits,  authorizations,  building
regula-tions,  zoning  laws,  environmental  regulations,  laws  regarding  the
physically  disabled  and all other governmental rules, regulations, ordinances,
statutes  and  laws,  now  or hereafter in effect per-taining to the Premises or
Tenant's  use  thereof.  Any  Alterations  made  by  Tenant shall, at Landlord's
option,  be-come  the  property  of  Landlord  upon  the  expiration  or  sooner
termination  of  this  Lease.  However, Landlord shall have the right to require
Tenant  to remove such Alterations, at Tenant's sole cost and expense, upon such
termination of this Lease and to surrender the Premises in the same condition as
it  was  prior to the making of any or all such Alterations, reasonable wear and
tear  excepted.

1.28  Hold  Harmless.  Tenant  shall  indemnify  and hold Landlord, the Property
and Landlord's managing agent for the Property free of and harmless from any and
all  liabilities,  losses,  claims,  or  damages  arising out of any Alterations
undertaken by Tenant, whether specifically under the provisions of this Lease or
otherwise,  including  all  costs, damages, expenses, court costs and reasonable
attorneys'  fees  incurred  in  or  resulting  from claims made by any person or
persons,  by other tenants in the Property, their subtenants, agents, employees,
customers  and  invitees.

     21.0.1     Liability  Insurance.  Tenant,  before undertaking  any
Alterations, or any other improvement(s) or construction, shall
obtain  and  pay  for a commercial liability insurance policy, as more fully set
forth  in  Section  13 below, insuring Landlord and Tenant against any liability
which  may arise on account of such proposed Alterations or construction work in
limits  of not less than Two Million and 00/100 Dollars ($2,000,000.00) combined
single  limit  coverage;  a  copy  of such policy shall be delivered to Landlord
prior  to  the  commencement  of  any  such  Alterations.

1.29 Compliance with Applicable Law. Tenant, at its sole cost and expense, shall
cause any Alterations, decorations, installations, additions, or improvements in
or  about  the  Premises  to  be  performed  in  compliance  with all applicable

                                    Page -13-
<PAGE>
requirements  of insurance bodies having jurisdiction, and in such manner as not
to  interfere with, delay, or impose any additional expense upon Landlord in the
construction,  maintenance,  or operation of the Building, and so as to maintain
harmonious  labor  relations  in  the  Building.

1.30  Liens.  Tenant  shall  at all times indemnify, save and hold Landlord, the
Premises,  the  Property  and  the  lease-hold created by this Lease free of and
harmless  from any claims, liens, demands, charges, encumbrances, litigation and
judgments  arising  directly or indirectly out of any use, occupancy or activity
of  Tenant,  or  out  of  any work performed, material furnished, or obligations
incurred by Tenant in, upon or otherwise in connection with the Premises. Tenant
shall give Landlord written notice at least seven (7) business days prior to the
commencement of any such work on the Premises to afford Landlord the opportunity
of  filing  appropriate notices of non-responsibility. Tenant shall, at its sole
cost  and  expense, within fifteen (15) days after filing of any lien of record,
obtain the discharge and release thereof. Nothing contained herein shall prevent
Landlord,  at  the  cost  and  for  the  account  of Tenant, from obtaining said
discharge and release in the event Tenant fails or refuses to do the same within
said  fifteen  (15)  day  period.

                                    SECTION 9
                            PARKING AND COMMON AREAS
                          ---------------------------

1.31  Common  Areas.  Tenant,  its  agents,  employees,  servants,  contractors,
subtenants,  licensees,  customers  and  business  invitees  shall  have  the
nonexclusive  right  to  utilize  parking spaces in common with Landlord and all
others  to  whom  Landlord has or may hereafter grant rights, to use such Common
Areas  of  the  Property  (including,  but  not  limited to, the parking lot(s),
walkways,  corridors,  halls,  passageways  and  ramps, sidewalks, access roads,
landscape  and  planted  areas, public restrooms and other public facilities) as
designated  from  time to time by Landlord in its sole discretion (collectively,
the  "Common  Areas"),  subject  to  such  reasonable  rules  and regulations as
Landlord  or the Association may, from time to time, impose.  Tenant agrees that
it,  its  agents,  employees,  servants,  contractors,  subtenants, invitees and
licensees  shall abide by such rules and regulations.  Landlord may at any time,
upon  written  notice  to Tenant (except in the case of an emergency), close any
such  Common  Areas,  (i)  to  make  repairs  or  changes;  (ii)  to prevent the
acquisition  of  public  rights  in  such  Common  Areas; or (iii) to discourage
noncustomer  parking.  Landlord  shall operate, manage, equip, light, repair and
maintain  the  Common  Areas  for  their  intended  purposes  in  such manner as
Landlord,  in its sole discretion, shall determine.  Landlord reserves the right
to  dedicate  all  or  portions  of  such Common Areas and other portions of the
Property for public utility purposes.  Landlord may do such other acts in and to
the  Common Areas as in its sole judgment may be desirable.  Tenant shall not at
any  time  interfere  with  the rights of Landlord, other tenants, its and their
agents,  employees,  servants, contractors, subtenants, licensees, customers and
business  invitees to use any part of the parking lot or Common Areas.  Landlord
shall  not  be  subject  to  any  liability, nor shall Tenant be entitled to any
compensation,  or reduction or abatement of rent, by reason of any alteration or
diminution  of  the  Common  Areas,  and no such alteration or diminution of the
Common  Areas  shall  be  deemed  constructive  or  actual  eviction.

1.32  Parking Space Leasing. Tenant shall not be permitted to park on any access
roads  and  drives  located  within  the Property ("Prohibited Parking"). Tenant
shall  be  allocated  sixty-seven  (67) spaces for unreserved, uncovered parking
spaces  at no charge during the Lease Term ("Parking Allotment"). Landlord shall
not  have  the  risk  of  loss  regarding any vehicle. Tenant shall not use more
parking  spaces  than  its  Parking Allotment, or any spaces (i) which have been
specifically  assigned  by Landlord to other tenants or for other uses (e.g., as
visitor parking); or (ii) which have been designated by governmental entities of
competent  jurisdiction  as  being restricted to certain uses. In the event that
Landlord  determines  in  good  faith  that  Tenant  is  exceeding  its  Parking
Allotment,  Landlord shall give Tenant notice of such fact ("Notice of Excessive
Parking")  and  shall require Tenant to provide Landlord with Tenant's employees
State  license  plate  numbers  within  five  (5)  business  days  of  its
receipt  of  said  initial notice.   In the event that Tenant receives three (3)
Notices  of  Excessive  Parking  in  any six (6) month period, Landlord shall be
entitled  to,  in addition to any other remedies, including, but not limited to,
towing, charge Tenant Twenty-Five and 00/100 Dollars ($25.00) per day per car in
any  prohibited  area.  Tenant's  use  of the parking area shall be based upon a
non-exclusive  use  in  common with Landlord, other tenants of the Building, and
their  guests  and invitees.  Tenant shall not permit or allow any vehicles that
belong  to  or  are  controlled  by  Tenant  or  Tenant's  employees, suppliers,
shippers,  customers,  or  invitees  to  be loaded, unloaded, or parked in areas
                                    Page -14-
<PAGE>
other  than those designated by Landlord for such activities.  If Tenant permits
or allows any of such prohibited activities, then Landlord 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 Tenant, which
cost shall be immediately payable upon demand by Landlord.  Tenant agrees not to
use guest parking for its employees; unless waived in writing by Landlord, guest
parking  is limited to guest use only.  Tenant acknowledges that, subject to the
express  rights  of  Tenant set forth herein, Landlord has the right to allocate
parking  spaces  in  such  manner  as it shall determine in its sole discretion.

     21.0.1     Covered Parking.  Tenant's Parking Allotment shall  include
twenty-six  (26)  reserved  covered parking spaces at the market
rate,  which is currently Thirty-Five and 00/100 Dollars ($35.00) per month, per
parking  space.  A  separate  license  agreement  shall  be  entered into by and
between  Landlord  and  Tenant  for  said  reserved  parking  spaces.

                                   SECTION 10
                              LANDLORD'S SERVICES
                              --------------------

1.33  Landlord  Services.  Landlord  agrees to provide Tenant, as Landlord deems
reasonably  necessary,  and  subject  to:  (i)  limitations  contained  in  any
governmental  controls,  now  or hereafter imposed, or matters beyond Landlord's
reasonable  control;  (ii)  cessation  on  a  temporary  basis  for  reasonable
necessity; (iii) tenants requiring excess amounts of services for the conduct of
their business, in which event, at Landlord's discretion and with notice to such
tenant,  the  cost of such excess services shall be allocated to that particular
tenant on a equitable allocation basis and payable as Additional Rent hereunder,
as  billed  to  the tenant by the Landlord; (iv) Landlord's Duty to Repair, more
fully set forth in Section 10.3 below; and (v) Tenant's obligation in connection
with  the  Property  Operating  Costs,  the  following  services:

     11.  Cleaning and janitorial service five (5) days each week throughout the
Term so that the Premises and Common Areas of the Building are cleaned according
to  the standards set forth in the janitorial service specifications attached as
Exhibit  E;

     12.  Electrical,  heating  and air-conditioning service to the Common Areas
during  normal business hours, Monday through Friday from 7:00 a.m. to 6:00 p.m.
and  on  Saturday  from  9:00 a.m. to 2:00 p.m., except on recognized Federal or
State  of Nevada Holidays, but all costs in excess of Landlord's Share, shall be
promptly  paid  by  Tenant, as a part of Additional Rent defined in Section 3.3.
Tenant  shall  be  permitted  to  install or use computer, calculator or similar
equipment;  provided,  however,  (i)  no such equipment shall exceed the maximum
legal  structural  load  bearing  capacity of the floor(s) of the Premises; (ii)
Tenant  shall  notify  Landlord  in  writing  of  any  and  all  such additional
equipment;  and  (iii)  any  additional  costs  of  operation  and  maintenance
associated  with  such  additional equipment shall be paid as Additional Rent by
Tenant to Landlord on the date Base Rent is due as such rates are established by
Landlord.  All  such  charges  from Landlord to Tenant shall be promptly paid to
Landlord  within  thirty  (30)  days  following  receipt  of billing therefor by
Landlord. All costs associated with metering or submetering not included as part
of the budgeted Property Operating Costs shall be borne by Tenant. Should Tenant
desire  either  heating  or  air-conditioning  at  times  other  than the normal
business hours as set forth above within the Common Areas, Landlord will furnish
such services as requested by Tenant, but at Tenant's expense and at such hourly
charge  as is from time-to-time determined by Landlord (currently Forty-Five and
00/100  Dollars ($45.00) per hour), which charges Tenant shall pay within thirty
(30)  days  following  receipt  of  billing  therefor  by  Landlord;

     13.  Normal  facilities  for  furnishing  light  and electric power for the
operation  of  primary  office  equipment  such  as  typewriters,  lamps, adding
machines,  computers,  and  calculators, dictating equipment, and clocks. Normal
facilities  for electric power is defined as follows: (i) electricity drawn from
Building  standard  receptacles  being  1  watt  per  usable  square foot of the
Premises  per  hour;  (ii) Building standard lighting being 2.5 watts per usable
square  foot  of  the  Premises  per  hour; and (iii) electricity to operate the
Building  heating and air conditioning systems being 6.0 watts per usable square
foot  of  the  Premises per hour. Tenant shall not be permitted to exceed any of
the amounts of electricity as referenced herein without Landlord's prior written
approval.  Landlord's approval shall be determined at Landlord's sole discretion
and,  in  the  event,  Landlord grants its permission to Tenant to use more than
Tenant's permitted allotment of electricity, Landlord may pass through to Tenant
any  additional  costs  to  purchase  and  install equipment, circuit panels and
circuit
                                    Page -15-
<PAGE>
breakers,  electrical  submeters and the like, incurred in providing electricity
in  excess of that which is stated herein, to Tenant, in addition to the cost of
such  excess  electricity  use.  Any  additional  costs to Tenant for electrical
consumption  in  excess  of  that stated herein shall be deemed to be Additional
Rent  and  shall  be  due from Tenant in the same manner of payment set forth in
Section  3  of  this  Lease.  Tenant  has  requested  excess  heating  and
air-conditioning  services  at times other than the normal business hours as set
forth  above  within  the  Premises.  Landlord  will  furnish  such  services as
requested  by Tenant, at Tenant's expense and at an hourly charge of Twenty-Five
and  00/100  ($25.00)  per  hour  for  such excess hours ("Additional Service").
Tenant  must subscribe to one hundred (100) hours of Additional Service per year
for  the  Term  of this Lease, which amount shall be pro rated for calendar year
2002  (33  hours).  In  the  event that Tenant requires more than the Additional
Service (or different hours for the Additional Service than pre-arranged, as set
forth  below)  to the Premises, Landlord will furnish such services as requested
by  Tenant,  but  at  Tenant's expense and at an hourly charge of Forty-Five and
00/100 ($45.00) per hour. Tenant shall remit to Landlord the cost of said excess
electricity  within  thirty  (30)  days following receipt of billing therefor by
Landlord.  All electrical cost may be subject to periodic increases imposed upon
Landlord  by  the  electrical  utility  provider,  in  such event Landlord shall
provide  Tenant  with  commercially  reasonable  documentation  evidencing  such
increases.  Prior  to  the Commencement Date Tenant shall schedule with Landlord
the  desired  hours for the Additional Service through December 31, 2002. Tenant
shall  have  thirty  (30)  days  following  the end of the calendar year 2002 to
notify  Landlord  whether  it intends to continue the Additional Service for the
following  calendar  year,  and  the  schedule  of hours for said year should it
desires  to  continue  the  Additional  Service;

     14.  Repair  and  maintenance service for Tenant's heating, ventilating and
air-conditioning  system;

     15.  Repair  and  maintenance  service  of  plumbing  within  the Premises;

     16.  Utilities  for  the  reasonable  use  of  the  Premises  by  Tenant;

     17.  Water  and  sewer reasonably used in the Premises and the Common Areas
with  the exception of commercial enterprises which require excessive amounts of
water  for  the conduct of their business, the latter cost thereof being paid as
Additional  Rent  hereunder  as  billed  to  Tenant  by  Landlord;

     18.  Landscaping,  streetscaping,  parking  lot  repair and maintenance and
sweeping  and  electrical power for the Common Areas and lighting for the Common
Areas  of  the  Property  and  other  areas  of  the  Property;  and

     19.  A  system  for limited access to the Building during other than normal
business  hours  shall  be  provided in such form as Landlord deems appropriate.
Landlord  may  charge  a reasonable fee for card keys or other security devices.
Landlord,  however,  shall  have  no liability to Tenant, its employees, agents,
invitees  or  licensees  for  losses  due  to  theft or burglary, or for damages
resulting  from  the  actions  of unauthorized persons on the Premises or in the
Building  and  Landlord shall not be required to insure against any such losses.
Tenant  shall  cooperate fully in Landlord's efforts to maintain security in the
Building  and  shall follow all regulations promulgated by Landlord with respect
thereto.  Subparagraphs  (a)  through  (i)  shall collectively be referred to as
"Landlord's  Services."

The  failure  by  Landlord,  to  any  extent, to furnish, or the interruption or
termination  of  Landlord's  Services,  in  whole or part, resulting from causes
beyond  the  reasonable  control of Landlord shall not render Landlord liable in
any respect, nor be construed as an eviction of Tenant, nor work an abatement of
Aggregate  Monthly  Rent,  nor relieve Tenant from the obligation to fulfill any
covenant  or agreement hereof.  Should any of the equipment or machinery used in
the  provision of such services for any cause cease to function properly, Tenant
shall  have no claim for offset or abatement of rent or damages on account of an
interruption  in  service  resulting therefrom; provided that Landlord shall use
commercially  reasonable  efforts to restore any Landlord Service which has been
interrupted,  as  soon as practicable.  Notwithstanding the foregoing, if any of
the Landlord's Services are not restored within five (5) business days, Tenant's
                                    Page -16-
<PAGE>
Aggregate Monthly Rent under this Lease shall abate each day after such five (5)
business  day  period  that  such service is not restored.  If Landlord fails to
perform  any  maintenance  or  repair work required hereunder within thirty (30)
days  following Landlord's receipt of written notice from Tenant of the need for
such  repairs  (or  such  period  of  time  in excess of thirty (30) days, as is
reasonably  necessary  based  upon  the  nature  of such work, provided Landlord
commences  and  diligently pursues the work during such thirty (30) day period),
then  Tenant  shall  be  permitted  to  make  such  repairs  upon delivery of an
additional  three (3) business days' prior written notice to Landlord indicating
that  Tenant  will  be undertaking such repairs, and Tenant shall be entitled to
recover  from  Landlord  the  reasonable  costs  of such repairs made by Tenant.

1.34 Improvements to Common Areas. Landlord reserves the right from time to time
without  unreasonable  interference  with  Tenant's  access  to,  or use, of the
Premises:  (i)  to  install,  use,  maintain,  repair  and replace pipes, ducts,
conduits,  wires and appurtenant meters and equipment for service to other parts
of the Building above the ceiling surfaces, below the floor surfaces, within the
walls and in the central core areas, and to relocate any pipes, ducts, conduits,
wires  and  appurtenant  meters and equipment included in the Premises which are
located in the Premises or located elsewhere outside the Premises, and to expand
the  Building;  (ii)  to  make  changes  to the Common Areas, including, without
limitation,  changes  in  the  location,  size,  shape  and number of driveways,
entrances,  loading  and unloading areas, ingress, egress, direction of traffic,
landscaped  areas  and  walkways  and parking spaces and parking areas, provided
that  such changes do not materially interfere with or adversely affect Tenant's
use  of the Premises and/or the parking areas; (iii) to close temporarily any of
the  Common  Areas  for maintenance purposes so long as reasonable access to the
Premises  remains  available and advance written notice to Tenant is given; (iv)
to use the Common Areas while engaged in making additional improvements, repairs
or  alterations  to  the  Property,  or  any  portion thereof; and (v) to do and
perform  such  other  acts and make such other changes in, to or with respect to
the Common Areas and Property as Landlord may, in the exercise of sound business
judgment,  deem  to  be  appropriate.

1.35  Landlord's  Duty  to Repair. Landlord agrees to keep in good
order,  condition  and  repair  the  foundations,  exterior  walls, roof of the
Building, plumbing and electrical systems of the Premises, except for reasonable
wear  and tear and except for any damage thereto caused by any act or negligence
of  Tenant  or  its  agents,  employees,  servants,  contractors,  subtenants,
licensees,  customers or business invitees. It is an express condition precedent
to  all  obligations of Landlord to repair and maintain the Premises that Tenant
shall  have  notified  Landlord  in  writing  of  the  need  for such repairs or
maintenance.  The  cost  of  such  repairs  shall  be  included  in the Property
Operating  Costs,  as  such  term  is  defined  herein,  or as to repairs of the
Premises,  otherwise  directly billed to Tenant, as the case may be. All repair,
maintenance,  upkeep,  and  the  like, upon or within the Premises, shall be the
responsibility  of  and  at  the expense of Tenant during the entire Lease Term,
except  for  any  obligations  of  Landlord  as  set  forth  herein.

     21.0.1     Utility  Service Facilities.  All additions  to the utility
service facilities and equipment of the Property which may  be  installed
for  the  specific  need  of  Tenant  shall  be  Tenant's responsibility  to
maintain  and  repair.

                                   SECTION 11
                              LAWS AND REGULATIONS
                              --------------------

1.36  Americans  With Disabilities Act. Landlord shall, subject to reimbursement
as  part  of  the  Property Operating Costs, be responsible for any alterations,
modifications  or  improvements  to the Building and Property which are required
under  Title III of the Americans With Disabilities Act, hereinafter referred to
as  the  "ADA."  Landlord represents and warrants to Tenant, that to the best of
the  Landlord's  knowledge,  that  as  of  Substantial  Completion  of  the base
Building, Landlord's Work and the operation of the base Building will be in full
compliance  with  applicable  building codes, environmental, zoning and land use
laws,  and  other  applicable  local,  state  and  federal laws, regulations and
ordinances,  including  but  not  limited  to  ADA.

1.37 Insurance Services Office. Tenant shall, at Tenant's sole cost and expense,
be  responsible  for  any  alterations,  modifications  or  improvements  to the
Premises,  and  the  acquisitions  of  any auxiliary aids required under the ADA
                                    Page -17-
<PAGE>
after the Occupancy Date, and regulations of any ISO (Insurance Services Office)
or  any  other  body  or entity exercising similar functions in force during the
Term and affecting the Building, the Premises or Tenant's use thereof, including
all  alterations,  modifications,  or  improvements required: (i) as a result of
Tenant  (or  any  subtenant,  assignee,  or  concessionaire)  being  a  "Public
Accommodation" (as defined in the ADA); (ii) as a result of the Premises being a
"Commercial  Facility"  (as  defined  in  the  ADA);  (iii)  as  a result of any
Alterations  made  to the Premises by, or on behalf of, Tenant or any subtenant,
assignee,  or  concessionaire  (whether  or  not  Landlord's  consent  to  such
Alterations  was  obtained); or (iv) as a result of the employment by Tenant (or
any subtenant, assignee, or concessionaire) of any individual with a disability.

1.38  Storage  of  Disposition of Hazardous Materials.  Tenant  will  not  cause
or  permit  the  storage,  use,  generation,  or  disposition  of  any Hazardous
Materials  in,  on, or about the Premises or the Property by Tenant, its agents,
employees,  or  contractors.  Tenant  will not permit the Premises to be used or
operated  in  a  manner  that  may  cause  the  Premises  or  the Property to be
contaminated  by any Hazardous Materials in violation of any Hazardous Materials
Laws.  Tenant  will  immediately  advise Landlord in writing of: (i) any and all
known  enforcement,  cleanup,  remedial,  removal,  or  other  governmental  or
regulatory  actions  instituted,  completed,  or  threatened  pursuant  to  any
Hazardous  Materials  Laws  relating  to  any  Hazardous Materials affecting the
Premises;  and  (ii)  all  known  claims  made  or threatened by any third party
against Tenant, Landlord, or the Premises relating to damage, contribution, cost
recovery,  compensation,  loss, or injury resulting from any Hazardous Materials
on  or about the Premises. Without Landlord's prior written consent, Tenant will
not  take  any  remedial  action  or enter into any agreements or settlements in
response  to  the  presence  of  any  Hazardous  Materials  in, o/n, or about
the Premises.


     21.0.1     Hazardous  Materials  and Substances.  For  purposes  of  this
Lease,  "Hazardous  Materials"  means  any  explosives,  radioactive  materials,
hazardous  wastes,  or  Hazardous  Substances,  including,  without  limitation,
substances  defined as "Hazardous Substances" in the Comprehensive Environmental
Response,  Compensation  and  Liability  Act  of  1980,  as  amended,  42 U.S.C.
9601-9657;  the  Hazardous  Materials  Transportation  Act  of  1975,  49 U.S.C.
1801-1812;  the  Resource  Conservation  and  Recovery  Act  of  1976, 42 U.S.C.
6901-6987;  or any other federal, state, or local statute, law, ordinance, code,
rule,  regulation,  order,  or  decree  regulating,  relating  to,  or  imposing
liability  or  standards  of  conduct  concerning Hazardous Materials, waste, or
substances  now  or  at  any  time hereafter in effect (collectively, "Hazardous
Materials  Laws").

     1.38.1.1 The foregoing notwithstanding, Tenant shall be entitled to use and
maintain  such  limited quantities of materials that may otherwise be defined as
"Hazardous  Substances,"  "Hazardous  Materials,"  "toxic  substances" or "solid
waste"  as used in the ordinary course of Tenant's business; provided, that such
"materials"  are  properly  maintained,  stored and disposed of, and that Tenant
complies with all laws, ordinances, rules and regulations applicable thereto and
that  Tenant  bears  all  responsibility  and  liability  therefor.

1.39  Indemnification.  Tenant  will  be solely responsible for and will defend,
indemnify  and  hold  Landlord,  its  partners,  directors, officers, employees,
agents, successors and assigns, the Property and Landlord's management agent for
the  Property  harmless  from  and  against  all claims, costs, and liabilities,
including  attorney's  fees  and  costs,  arising  out  of or in connection with
Tenant's  breach  of  its  obligations in this Section 11. Tenant will be solely
responsible  for  and will defend, indemnify, and hold Landlord, its agents, and
employees  harmless from and against any and all claims, costs, and liabilities,
including  attorney's  fees  and costs, arising out of or in connection with the
removal,  cleanup,  and  restoration  work and materials necessary to return the
Premises  and any other property of whatever nature located in, on, or about the
Building,  to  their  condition  existing prior to the introduction of Hazardous
Materials  by  Tenant,  its  agents,  employees  or  contractors.  The foregoing
indemnity  shall  further apply to any residual contamination on, under, from or
about  the  Premises,  the Property or the property in general, or affecting any
natural resources arising in connection with the use, generation, manufacturing,
production,  handling,  storage,  transport,  discharge  or disposal of any such
Hazardous  Substance, and irrespective of whether any of such activities were or
will  be  undertaken  in  accordance with environmental laws or other applicable
laws, regulations, codes and ordinances. Tenant's obligations under this Section
11  will  survive  the  expiration  or  other  termination  of  this  Lease.


     21.0.1  Exclusion  for  Tenant's  Liability.
                                    Page -18-
<PAGE>
Notwithstanding  the  above,  Tenant  shall  not  be responsible for
handling, removal or treatment of any Hazardous Substance which is present prior
to  the  delivery  of the Premises to Tenant.  Landlord hereby agrees to defend,
indemnify,  and  hold  Tenant,  its  partners,  directors,  officers, employees,
agents,  successors  and  assigns,  harmless  (including  defending  and  paying
Tenant's  attorney's  fees)  from  and  against  any liability arising out of or
attributable  to  Landlord,  its agents', contractors', servants', or employees'
use,  generation, manufacture, production, storage, release, threatened release,
discharge,  disposal or the presence of any Hazardous Substance on, under, from,
or  about  the Premises prior to the date of delivery of the Premises, or on the
Property.  The  indemnity  provided  for  in  this  Section 11 shall survive the
termination  of  this  Lease.

1.40  Jeopardize Insurance Policies. Tenant will not do or permit to be done any
act or thing upon the Premises or the Building which would: (i) jeopardize or be
in  conflict  with fire insurance policies covering the Building or covering any
fixtures  and property in the Building; (ii) increase the rate of fire insurance
applicable  to  the  Building to an amount higher than it otherwise would be for
general  office  use of the Building; or (iii) subject Landlord to any liability
or  responsibility  for  injury  to  any person or persons or to the property by
reason  of  any  business  or  operation  being carried on or upon the Premises.

                                   SECTION 12
                                      TAXES
                                      -----

1.41  Taxes.  Tenant  shall be liable for and shall pay before delinquency (and,
upon  demand  by  Land-lord,  Tenant  shall  furnish  Landlord with satisfactory
evidence  of  the  payment  thereof)  all  taxes, fees, bonds and assessments of
whatsoever  kind  or  nature, and penalties and interest thereon, if any, levied
against  Tenant's personal property or any other personal property of whatsoever
kind  and  to  whomsoever  belonging to, situated on or installed in or upon the
Premises whether or not affixed to the realty. If at any time during the Term of
this  Lease  any such taxes on personal property are assessed as part of the tax
on  the real property of which the Premises is a part, then in such event Tenant
shall  pay  to  Landlord  the  amount  of such additional taxes as may be levied
against  the  real  property  by  reason  thereof.

1.42  Excise  Tax.  If at any time during the Term, under the laws of the United
States, Nevada or any political sub-division thereof, a tax or excise on rent or
other  tax  (except income tax), however described, is levied or assessed by the
United  States, Nevada or said political subdivision against Landlord on account
of  any  rent reserved under this Lease, all such tax or excise on rent or other
taxes shall be paid by Tenant.  Whenever Landlord shall receive any statement or
bill  for  any  such  tax  or shall otherwise be required to make any payment on
account  thereof, Tenant shall pay, as Additional Rent, the amount due hereunder
within  ten (10) days after demand therefor accompanied by delivery to Tenant of
a  copy  of  such  tax  statement,  if  any.

     21.0.1     Contest  Validity.  Tenant, at Tenant's own cost  and  expense,
may, in good faith so desire, contest the validity or amount
of any taxes in which event Tenant may defer the payment thereof for such period
as  such contest shall be actively prosecuted and shall be pending undetermined,
so long as such proceedings and any appeals shall not operate to legally prevent
the  collection  of  such  payments and/or force the sale of the Premises and/or
Property  to  satisfy  any  lien  arising  out  of  the non-payment of the same.

                                   SECTION 13
                                   INSURANCE
                                   ---------

1.43 General Liability Insurance. Tenant shall, at all times during the Term, at
its  sole  cost  and  expense,  pro-cure and maintain in full force and effect a
policy  or policies of commercial general liability insurance coverage issued by
an  insur-ance  carrier  having an A.M. Best rating of at least A-VIII or higher
and  authorized  to  transact  business  in the State of Nevada assuring against
loss,  damage  or liability for injury or death to persons and loss or damage to
property  occurring from any cause whatsoever in connection with the Premises or
Tenant's  use  thereof.  Such  liabil-ity insurance shall be in amounts not less
than  One  Million  and  00/100  Dollars  ($1,000,000.00) per occurrence and Two
Million  and 00/100 Dollars ($2,000,000.00) aggregate, or Two Million and 00/100
Dollars  ($2,000,000.00)  combined  single  limit coverage. Such insurance shall
also  cover  and  include  all  exterior  signs  maintained by Tenant hereunder.
Landlord  shall  be  named  as  an  additional  insured
                                    Page -19-
<PAGE>
(and  at  Landlord's option, any other persons, firms or corporations designated
by  Landlord  shall  be  additionally  named insureds) under each such policy of
insur-ance.  Each  such party shall be designated as an additional insured under
ISO  endorsement  CG  20  10  3  97  or  such  other comparable endorsement upon
Landlord's  reasonable  request.



1.44  Special  Peril  Property  Insurance. Tenant shall, at all times during the
Term,  at  its  sole  cost  and  expense, procure and maintain in full force and
effect  "special  peril"  property  insurance covering not less than one hundred
percent  (100%) of the current replacement value of the Tenant's Improvements on
or  within  the  Premises  and  the  personal  property  therein.

1.45 Certificate of Insurance. A certificate issued by the insurance carrier for
each  policy of insurance required to be maintained by Tenant hereunder shall be
delivered to Landlord and all other named insureds on or before the Commencement
Date hereof and thereafter, as to policy renewals, within thirty (30) days prior
to the expiration of the term of each such policy. Each certificate of insurance
and  each such policy of insurance required to be maintained by Tenant hereunder
shall  be  in  form  and substance reasonably satisfactory to Landlord and shall
expressly  evidence  insurance  coverage  as  required  by  this Lease and shall
contain  an  endorsement  or provision requiring not less than thirty (30) days'
prior  written  notice  to  Landlord  and  all  other  named  insureds  of  the
cancellation.  As  to  any proposed diminution in the perils insured against, or
reduction  of  the  amount  of  coverage  of  the particular policy in question,
initiated  (i)  by  the  insurer,  shall require not less than thirty (30) days'
prior  written  notice  to  Landlord; and (ii) by Tenant, shall require not less
than  thirty  (30)  days'  prior  written  notice  to  Landlord.

1.46  Use of Premises. Tenant shall not use, occupy or permit the Premises to be
used  or  occupied,  in  a manner which will make void or voidable any insurance
then  in  force  with  respect  thereto  or  the Property, or which will make it
impossible  to  obtain casualty or other insurance with respect to the Property.

1.47  Waiver  of  Recovery  Rights. The parties hereto hereby
waive  any and all rights of recovery from the other, their respective partners,
officers,  agents  and employees for any loss or damage, including consequential
loss  or  damage,  caused  by  any  peril  or  perils (including negligent acts)
enumerated  in  each  form  of insurance policy required to be maintained by the
other  hereunder.

1.48  Waiver  of  Subrogation.  Each  policy  of  insurance provided for in this
Section  13 shall contain an express waiver of any and all rights of subrogation
thereunder  whatsoever against the insured party, its partners, officers, agents
and  employees,  to  the  extent  of  the insurance coverage required under this
Lease.  All  such  policies  shall  be  written  as  primary  policies  and  not
contributing  with  or  in  excess of the coverage, if any, which such party may
carry.  Any other provision contained in this Section or elsewhere in this Lease
notwithstanding, the amounts of all insurance required hereunder to be paid by a
party  shall  be  not  less than an amount sufficient to prevent the other party
from  becoming  a  co-insurer.

1.49  Prohibited  Sales  or  Activity. Tenant agrees that it will not keep, use,
sell or offer for sale in or upon the Premises or any section thereof, any item,
or permit any activity, which may be prohibited by the standard form of casualty
or  public  liability  insurance  policy.  Tenant  agrees to pay any increase in
premiums  for  insurance which may be carried by Landlord on the Premises or the
Building  of  which  it  is  a part, resulting from the use or activities in the
Premises,  whether  or  not  Landlord  has consented to the same. In determining
whether  increased  premiums  are  the result of Tenant's use of the Premises, a
schedule,  issued by the organization making the insurance rate on the Premises,
showing  various  components  of  such rate, shall be conclusive evidence of the
several  items  and  charges  which make up the respective insurance rate on the
Premises.

1.50  Prohibited  Use Deemed Ultra Hazardous. Tenant shall not use or occupy the
Premises  or  any  part  thereof,  or  suffer  or  permit the same to be used or
occupied  for  any business or purpose deemed ultra hazardous on account of fire
or  otherwise. In the event Tenant's use and/or occupancy causes any increase of
premium for insurance on the Premises or any part thereof above the rate for the
least  hazardous  type  of  occupancy  legally permitted in the Premises, Tenant
shall pay such additional premium on the insurance policy that may be carried by
Landlord  for  its  protection.  Bills  for  such  additional  premiums shall be
rendered  by Landlord to Tenant at such time as Landlord may elect, and shall be
due  from  and  payable by Tenant when rendered in writing, but such increase in
                                    Page -20-
<PAGE>
the  rate  of insurance shall not be deemed a breach of this covenant by Tenant.
Failure  to  pay  amounts  due  hereunder  shall  be  a  breach  of  the  Lease.

1.51 Landlord's Maintenance of Special Peril Property Insurance. Landlord shall,
at  all  times  during the Term, subject to Tenant's obligation for its Pro-Rata
Share  of  the  Property Operating Costs, procure and maintain in full force and
effect  "special  peril"  property  insurance  against  perils  included therein
(excluding flood and earthquake), boiler and machinery coverage and such further
coverage  as  Landlord  may  conclude  is  necessary  covering not less than one
hundred percent (100%) of the current replacement value of the Building in which
the  Premises  is situated and its improvements. The insurer therefor shall meet
the  minimum  requirements  as  otherwise  set  forth above. Mortgagee(s) of the
Property  or  any  portion  thereof may be named as additional insureds thereon.
Such  insurance  shall  also  cover  all  exterior  signs maintained by Landlord
hereunder.

1.52  Landlord's  Maintenance  of  General  Liability Insurance. Landlord shall,
during  the  Term,  subject to Tenant's obligation for its pro-rata share of the
Property Operating Costs, procure and maintain in full force and effect a policy
or  policies  of commercial general liability insurance assuring against loss or
damage  or  liability  for  injury  or  death  to  persons and loss or damage to
property  occurring  from  any cause whatsoever in connection with the Property.
Such  liability insurance shall be in an amount of not less than One Million and
00/100 Dollars ($1,000,000.00) per occurrence and Two Million and 00/100 Dollars
($2,000,000.00)  aggregate.  Such  insurance  shall  also  cover and include all
exterior signs maintained by Landlord hereunder. The insurer therefor shall meet
the  minimum  requirements  as  otherwise  set  forth above. Mortgagee(s) of the
Property  or  any  portion  thereof may be named as additional insureds thereon.


                                   SECTION 14
                                INDEMNIFICATION
                                ---------------

1.53  Indemnification.  Tenant hereby indemnifies, saves and holds Landlord, the
Premises, the Property, the leasehold estate and Landlord's management agent for
the  Property  free of and harmless from any and all liabilities, losses, costs,
expenses, including attorney's fees (at trial, and on appeal), causes of action,
suits, judgments, claims, liens and demands of any kind whatsoever in connection
with, arising out of, or by reason of any act, omission or negligence of Tenant,
its  agents,  employees, servants, contractors, subtenants, licensees, customers
or  business  invitees  while  in,  upon, about or in any way connected with the
Premises  or  the Property or arising from the use and occupancy of the Premises
by Tenant, or occasioned wholly or in part by any act or omission of Tenant, its
subtenants,  agents,  contractors,  employees,  servants,  lessees  or
concessionaires,  excepting,  however,  such  claims  and  demands,  whether for
injuries  to persons or loss of life, or damage to property, caused by the gross
negligence  or  wilful misconduct of Landlord. If, however, any liability arises
in  the  Common  Areas  because  of the gross negligence or wilful misconduct of
Tenant, Tenant's subtenants, agents, employees, contractors, invitees, customers
or  visitors,  then  in  such event Tenant shall hold Landlord harmless. In case
Landlord  shall,  without  fault  on its part, be made a party to any litigation
relating to claims and demands described in this Section 14.1, then Tenant shall
protect  and  hold  Landlord  harmless  and  shall  pay  all costs, expenses and
reasonable attorney's fees that may be incurred or paid by Landlord in enforcing
the covenants and agreements of this Lease. Landlord shall not be liable for any
damage  arising from any acts or neglect of co-tenants or other occupants of the
Property  or  of  adjacent  property  or  of  the  public.


1.54 Landlord's Liability. Landlord shall indemnify, defend and save Tenant, its
agents,  employees,  servants, contractors, subtenants, licensees, customers, or
business  invitees  harmless  from  and  against  any  and  all claims, demands,
actions,  suits, losses, damages, costs, expenses and liabilities of any kind or
nature by or in favor of anyone whomsoever, resulting from or in connection with
loss  of  life,  bodily  injury  or  property  damage  arising out of the use or
maintenance of the Common Areas or occurring within the Common Areas and arising
solely  and directly out of the negligence of Landlord or its employees, agents,
servants,  contractors  or  subcontractors.



                                   SECTION 15
                        SUBORDINATION AND NONDISTURBANCE
                     --------------------------------------
                                    Page -21-
<PAGE>
1.55  Subordination.  Subject  to  the  receipt  by Tenant of the nondisturbance
agreement  described  in  Section  15.4 below, in a commercially reasonably form
executed  by  the  holder  of the mortgage (the "Mortgagee"), Tenant agrees upon
request  of  Landlord  to subordinate every term, provision and covenant in this
Lease  to  the  lien  of  any  mortgage,  deed  of trust or other encumbrance (a
"Mortgage"), together with any renewals, extensions, or replacement thereof, now
or hereafter placed, charged or enforced against the Premises, or any portion of
the  Property  of  which  the  Premises  is  a part. If the holder of a Mortgage
becomes  the  owner  of the Property by reason of foreclosure or acceptance of a
deed  in lieu of foreclosure, at such holder's election, this Lease and Tenant's
right  to  possession of the Premises shall not be disturbed, and Tenant will be
bound  to such holder or its designee under all the terms and conditions of this
Lease,  and Tenant will be deemed to have attorned to and recognized such holder
or  its  designee  as  Landlord's successor-in-interest for the remainder of the
Term.  Tenant,  upon  ten  (10) business days' written request by Landlord, will
execute  and  deliver  without  charge,  a  commercially  reasonably document(s)
acceptable  to  Landlord  or  such  holder in order to confirm the subordination
and/or  attornment  set  forth  above. Tenant's failure to respond to Landlord's
request to negotiate in good faith and execute any such documents referred to in
this  Section  16.1,  at  the  expiration  of  such  ten  (10) day period, shall
constitute an immediate default (without notice from Landlord or additional time
to  cure) by Tenant and shall entitle Landlord to exercise its rights at law, in
equity  or  under  this  Lease.


1.56  Prior Lien. In the event that the Mortgagee or beneficiary of any such
mortgage or deed of trust elects to have this Lease a prior lien to its mortgage
or deed of trust, then and in such event, upon such Mortgagee's or beneficiary's
giving written notice to Tenant to that effect, this Lease shall be deemed prior
in  lien to such mortgage or deed of trust, whether this Lease is dated prior to
or  subsequent  to  the  date  of recordation of such mortgage or deed of trust.

1.57 Attornment. Tenant shall, in the event of the exercise of any power of sale
under  any deed of trust or any proceedings that are brought for the foreclosure
of  a lien affecting the Property, in which the Premises are situated, attorn to
the  purchaser upon any such foreclosure or sale and recognize such purchaser as
the  Landlord  under this Lease, and such purchaser shall recognize the interest
of the Tenant under the Lease, provided that Tenant is not then in default under
this  Lease.

1.58  Nondisturbance.  With  respect  to  each  Mortgage  that  may encumber the
Property,  at  or  after  the  commencement  of  the  Term, Landlord agrees that
promptly  following  receipt  of a written request by Tenant (one time only), to
ask  the holder of the Mortgage to grant Tenant a "nondisturbance agreement," in
a  commercially  reasonable form of such holder. The term of the "nondisturbance
agreement,"  as  used herein, shall mean, in general, an agreement that, as long
as  Tenant is not in default under this Lease, this Lease will not be terminated
if  such  holder  acquires  title  to  the  Property  by  reason  of foreclosure
proceedings or acceptance of a deed in lieu of foreclosure, provided that Tenant
attorns  to  such holder, in accordance with its requirements. Except for making
such  written  request,  Landlord will be under no duty or obligation hereunder,
nor  will  the  failure  or  refusal  of  such  holder to grant a nondisturbance
agreement render Landlord liable to Tenant, or affect this Lease, in any manner.
Tenant  will  bear  all  costs  and expenses, including attorneys' fees, of such
holder  in  connection  with  a  nondisturbance  agreement.


                                   SECTION 16
                            ASSIGNMENT AND SUBLETTING
                          ----------------------------



1.59  Assignment.  Tenant  shall not assign, sublease, transfer or encumber this
Lease  or  any interest therein. Any one or more (in the aggregate) transfers of
more than a twenty percent (20%) interest in the Tenant shall be deemed to be an
assignment  under  this  Lease  (including,  but  not  limited to, any change in
ownership  or  power  to  vote, on a cumulative basis, of a majority of Tenant's
outstanding  voting  stock).  Any  attempted assignment or sublease by Tenant in
violation  of  the terms and covenants of this Section 16 shall be void.  Tenant
shall  not:  (i)  assign  or  in any manner transfer this Lease or any estate or
interest  therein;  (ii)  permit  any  assignment of this Lease or any estate or
interest  therein,  whether  by  operation of law or otherwise; (iii) sublet the
Premises  or  any part thereof; (iv) grant any license, concession, franchise or
other  right  of occupancy in the Premises or any part thereof; or (v) mortgage,
pledge  or  otherwise  encumber  its  interest or estate in this Lease or in the
Premises  without the prior written consent of Landlord, which consent shall not
be  unreasonably withheld or conditioned, and any such acts shall be ineffective
as  against  Landlord.  Waiver  by  Landlord  as to any assignment or subletting
shall  not  operate  as  a  waiver  of  the  prohibition  contained herein or of
Landlord's  rights  as  to  any  subsequent  assignment  or  subletting.
Notwithstanding  any  assignment or subletting, Tenant shall at all times remain
fully  responsible  and liable for the performance of all Tenant's covenants and
obligations  under  this Lease.  If any default of this Lease should occur while
the  Premises  or  any  part  thereof  are then assigned or sublet, Landlord, in
                                    Page -22-
<PAGE>
addition  to  any  other  rights  and  remedies  which Landlord may have whether
hereunder,  at  law  or  in equity, may at its option collect directly from such
assignee  or  sublessee all rent becoming due to Tenant under such assignment or
sublease  and  apply  such  rent  against  any  sums  due  to Landlord by Tenant
hereunder,  and  Tenant  hereby  authorizes  and  directs  any  such assignee or
sublessee  to  make such payments of said rent directly to Landlord upon receipt
of  notice  from  Landlord.  No  direct  collection  by  Landlord  from any such
assignee  or  sublessee shall be construed to constitute a novation or a release
of  Tenant  from  the  performance  of  its covenants and obligations hereunder.
Landlord  is  authorized and empowered, on behalf of Tenant, to endorse the name
of Tenant upon any check, draft or other instrument payable to Tenant evidencing
payment  of  rent,  or  any  part thereof, and to receive and apply the proceeds
therefrom  in  accordance  with  the  terms  hereof.

     21.0.1     Permitted  Assignees.  Notwithstanding anything  to  the
contrary contained in this Lease, Tenant may, upon ten (10) days' written notice
to,  but  without any requirement of consent by Landlord, assign this Lease to a
wholly  owned subsidiary of Tenant, to an affiliate of Tenant, to an entity that
is controlled by, controls or is under common control with Tenant, or any person
or  entity  simultaneously acquiring, by asset or stock transfer, consolidation,
merger,  sale  or  reorganization,  a majority of Tenant's assets, provided such
assignee  assumes  this  Lease  in  its  entirety,  and  agrees  to  perform the
obligations  of  Tenant  under this Lease ("Permitted Assignee(s)"). Further, if
Tenant  is  a  corporation  or  a  partnership, or a publicly traded company, as
defined  by  applicable  federal  securities  laws, then, in any such event, any
change of ownership resulting in a change of majority control from those persons
or  entities  not  having  control  will not be deemed an assignment or transfer
requiring  Landlord's  consent.  For  purposes  herein,  "control"  means  the
possession, direct or indirect, of the power to direct or cause the direction of
the  management and policies of a person or entity, or majority ownership of any
sort,  whether through ownership or voting securities, by contract or otherwise.

     21.0.2     Proposed  Assignee.  In  the  event  that Tenant  requests
Landlord's consent to assign or otherwise transfer this Lease,
sublet  or  license  all  or  any  part  of the Premises, Tenant shall submit to
Landlord  the  name,  address,  financial  statement,  credit  authorization and
business  experience resume for the immediately preceding three (3) years of the
proposed assignee, transferee or subtenant and such other information concerning
such  proposed  assignee,  transferee  or  subtenant  as Landlord may reasonably
require.  This information shall be in writing and shall be received by Landlord
not  less  than  thirty  (30)  days  prior to the effective date of the proposed
assignment,  transfer  or  sublease.

     21.0.3 Default. Notwithstanding any of the foregoing provisions, if Tenant,
at  the  time of any request to approve an assignment or sublease, is in default
under  any  of  the  terms  of this Lease, beyond any applicable notice and cure
period,  Tenant may not assign, transfer, or sublet the Premises, in whole or in
part,  until  such  default  is  cured.

1.60  Option  to  Terminate.  If Tenant requests Landlord's consent to an
assignment  of this Lease or subletting of all or part of the Premises, Landlord
shall  have  the  option (without limiting Landlord's other rights hereunder) of
terminating  this  Lease  upon  thirty (30) days' notice.  Landlord may then, at
Landlord's option, lease space to the prospective assignee or subtenant.  In the
event that Landlord elects to terminate this Lease, Tenant may, if it so elects,
by written notice to the Landlord within five (5) business days after receipt of
Landlord's  termination  notice,  revoke  its notice to assign or sublet, and in
such event, this Lease shall continue in full force and effect as if such notice
for  assignment or sublet had not been given.  If Landlord should fail to notify
Tenant in writing of its decision within a twenty (20) day-period after Landlord
is notified in writing of the proposed assignment or sublease, Landlord shall be
deemed  to  have refused to consent to such proposed assignment or sublease, and
to  have  elected  to  keep  this  Lease  in  full  force  and  effect.

1.61  Bonus  Rent.  In the event that Landlord does consent to any assignment or
sublet  pursuant  to  this  Section  16,  then  Landlord  may also require, as a
condition to such consent, that Tenant agree to pay Landlord as Additional Rent,
                                    Page -23-
<PAGE>
one hundred percent (100%) of any Bonus Rent received by Tenant. For purposes of
this Lease, Bonus Rent shall mean sums or other economic consideration (i) which
Tenant  receives  pursuant  to the terms of the assignment or sublet, whether or
not  denominated  rentals  under  the  transfer, and which sums are in excess of
total  sums  which  Tenant  is obligated to pay Landlord under this Lease (to be
pro-rated  if  only a portion of the Premises is subject to such transfer); less
(ii)  (a)  reasonable  leasing  commissions paid by Tenant; (b) other reasonable
out-of-pocket  costs  paid  by  Tenant,  including  attorney's fees, advertising
costs,  and expenses of subtenant improvements or other expenses of readying the
Premises  for occupancy by the transferee; and (c) any consideration paid to the
transferee  or  any  third  party  to  induce  the  transferee to consummate the
transfer.  This  covenant  and assignment shall run with the land and shall bind
Tenant  and Tenant's heirs, executors, administrators, personal representatives,
successors  and  assigns.  This  Section shall not apply to Permitted Assignees.



1.62  Remedies.  No  assignment,  sublease  or  other  transfer  consented to by
Landlord  shall  release  Tenant or change Tenant's primary liability to pay the
rent  and  to perform all other obligations of Tenant under this Lease. Upon the
occurrence  of  any  default  under this Lease, beyond any applicable notice and
cure  period, Landlord may proceed directly against Tenant without the necessity
of  exhausting  any remedies against any subtenant or assignee. Upon termination
of  this  Lease,  any permitted subtenant shall, at Landlord's option, attorn to
Landlord  and  shall pay all rent directly to Landlord. Landlord's acceptance of
rent  from  any  other  person shall not constitute a waiver of any provision of
this  Section  16. Consent to one (1) transfer shall not constitute a consent to
any  subsequent  transfer.  Landlord  may  consent  to subsequent assignments or
modifications  of this Lease by Tenant's transferee, without notifying Tenant or
obtaining  its  consent.  Such  action shall not relieve Tenant of its liability
under  this  Lease.

1.63  Processing  Fee.  Tenant  shall  reimburse Landlord a processing fee in an
amount  not  to  exceed  Seven  Hundred  Fifty  and  00/100 Dollars ($750.00) as
reimbursement  to  Landlord  for  any  and  all  legally-related  expenses  and
Landlord's  administrative  costs  in  connection with the review of assignment,
transfer  or  sublease-related  documents,  which may be incurred by Landlord in
connection  therewith.  Payment of such fee shall be submitted to Landlord along
with  Tenant's  request  for Landlord's consent. This Section shall not apply to
Permitted  Assignees.

                                   SECTION 17
                                  CONDEMNATION
                                  ------------

If the whole or substantially the whole of the Building or the Premises shall be
taken  for  any  public  or  quasi-public  use,  by  right  of eminent domain or
otherwise  or  shall  be  sold  in  lieu  of condemnation, then this Lease shall
terminate  as  of  the  date  when  physical  possession  of the Building or the
Premises  is  taken  by  the  condemning  authority.  If  less than the whole or
substantially  the  whole of the Building or the Premises is thus taken or sold,
Landlord  (whether  or not the Premises are affected thereby) may terminate this
Lease  by  giving  written  notice  thereof to Tenant, in which event this Lease
shall  terminate  as of the date when physical possession of such portion of the
Building  or Premises is taken by the condemning authority.  If the Lease is not
so  terminated  upon  any  such  taking or sale, the Base Rent payable hereunder
shall  be  diminished  by an equitable amount, and Landlord shall, to the extent
Landlord deems feasible promptly undertake to repair and restore the Building in
which  the  Premises  are  situated to a complete architectural unit, consistent
with the base Building and Landlord's Work specified in Exhibit C.  Landlord, in
any  event,  shall not be required to spend for such work an amount in excess of
the  amount  received  by Landlord as compensation for such taking.  All amounts
awarded  upon  a taking of any part or all of the Building or the Premises shall
belong to Landlord, and Tenant shall not be entitled to and expressly waives all
claims  to  any  such  compensation.

                                   SECTION 18
                              DAMAGE OR DESTRUCTION
                              ---------------------

1.64  Destruction  of  Premises.  In  the  event  of  the total or partial
destruction  of the Building or the Premises, or any portion thereof, whether by
fire  or  other  casualty,  this  Lease  shall not terminate except as otherwise
specifically  provided  herein.  Landlord shall promptly undertake to repair and
restore  the  Building  in which the Premises is situated including Common Areas
therein  consistent  with  the  provisions  of  Section 18.2 below.  Thereafter,
Tenant shall, in accordance with Section 18.2 below, promptly undertake and with
reasonable  dispatch  repair and reconstruct the Premises and other improvements
of  the  Tenant  on  the  Premises.  To  the  extent  insurance  proceeds  are
                                    Page -24-
<PAGE>
insufficient  therefor,  Tenant  shall  be  liable for any such differences.  In
determining  what  constitutes reasonable dispatch, consideration shall be given
to  delays  caused  by labor disputes, civil commotion, war, warlike operations,
invasion,  rebellion,  hostilities,  military  or  usurped  power,  sabotage,
governmental regulations or control, fire or other casualty, inability to obtain
any  materials  or  services,  acts  of  God  and  other  causes beyond Tenant's
reasonable  control.  In  the  event  of  a casualty, not the result of Tenant's
negligence  or  wilful  misconduct,  such  that the Premises are unusable to the
Tenant  in  the conduct of its business for a period of more than ten (10) days,
Base  Rent  shall  be  abated in proportion to the part of the Premises which is
unusable  by  Tenant in the conduct of business, as may be reasonably determined
by  Landlord  (but  there  shall  be  no abatement of Base Rent by reason of any
portion  of  the  Premises being unusable for a period equal to ten (10) days or
less.

1.65  Reconstruction.  The  provisions of this Section 18 with respect to repair
and reconstruction by Landlord shall be limited as to that which is necessary to
place  the Premises in the condition existing as of the Occupancy Date specified
in  Landlord's Work Letter or like condition, and when placed in such con-dition
the  Premises  shall  be  deemed  restored  and  rendered  tenantable,  promptly
following  which time, but not more than ninety (90) days thereafter, subject to
extension  of  time for Force Majeure and Landlord Delays, as defined in Exhibit
                        ----- -------
C,  in  the  completion  of its repair or restoration work, at Tenant's expense,
Tenant  shall  perform  Tenant's  Work and any and all modification, addition or
alteration  subsequent  thereto,  and  Tenant  shall also repair and restore all
Alterations.  Tenant  shall also repair or replace its stock in-trade, fixtures,
furniture,  furnishings,  floor  coverings  and  equipment.

     21.0.1     Lease Termination.  If the Premises cannot be  restored  and
Tenant's  business opened within twelve (12) months following
such  damage  or  destruction  based upon a reasonable estimate therefor made by
Landlord's  architect  following  such  damage or destruction, then, and in such
event, Landlord or Tenant may, within thirty (30) days after written notice from
Landlord  estimating  the  time  to  complete  such repair or restoration (which
notice  shall  be  given  to  Tenant  within  thirty (30) days of such damage or
destruction),  elect  to  terminate  this  Lease by written notice to the other.

1.66  Insurance  Proceeds  Maintained  by Tenant. All insurance proceeds payable
under  any  casualty insurance policy procured and maintained by Tenant shall be
payable  solely  to  Tenant  and/or  its  Mortgagee with the provision that such
proceeds  shall  be  made  available for repair and restoration of the Premises.
Tenant shall in no case be entitled to compensation or damages on account of any
annoyance  or inconvenience in making repairs under any provision of this Lease.
Except  to the extent pro-vided for in this Section 18, neither the rent payable
by  Tenant  nor  any  of  Tenant's other obligations under any provision of this
Lease  shall  be affected by any damage to or destruction of the Premises or any
portion  thereof  by  any  cause  whatsoever.

1.67  Insurance  Proceeds Maintained by Landlord. All insurance proceeds payable
under any casualty insurance policy procured and maintained by Landlord shall be
payable  solely  to  Landlord  and/or its Mortgagee(s), and Tenant shall have no
interest  therein.  Landlord  shall  endeavor  to see that the proceeds are made
available for repair and restoration as required of Landlord. Tenant shall in no
case  be  entitled  to  compensation  or  damages on account of any annoyance or
inconvenience in making repairs under any provision of this Lease. Except to the
extent  provided  for in this Section 18, neither the rent payable by Tenant nor
any  of  Tenant's  other  obligations under any provision of this Lease shall be
affected  by any damage to or destruction of the Premises or any portion thereof
by  any  cause  whatsoever.

                                   SECTION 19
                                RIGHT OF ACCESS
                                -----------------

1.68  Right  of  Access.  Landlord and its authorized agents and representatives
shall  be  entitled  to  enter  the  Premises  with forty-eight (48) hours prior
written  notice  to Tenant (facsimile notice being acceptable), and with minimal
interference  with  Tenant's  business at any reasonable time for the purpose of
observing, posting or keeping posted thereon notices provided for hereunder, and
such  other notices as Landlord may deem necessary or appropriate for protection
                                    Page -25-
<PAGE>
of  Landlord,  its  interest  or the Premises; for the purpose of inspecting the
Premises  or  any  portion thereof; to inspect the Premises relative to concerns
over  use,  storage  or  disposal  of hazardous waste and chemicals; and for the
purpose  of  making repairs to the Premises or any other portion of the Property
and  performing  any  work  therein  or  thereon  which Landlord may elect or be
required  to  make hereunder, or which may be necessary to comply with any laws,
ordinances,  rules,  regulations  or requirements of any public authority or any
applicable standards that may, from time to time, be established by an Insurance
Services  Office  or  any  similar body, or which Landlord may deem necessary or
appropriate  to prevent waste, loss, damage or deterioration to or in connection
with  the  Premises or any other portion of the Property or for any other lawful
purpose. Landlord shall have the right to use any means which Land-lord may deem
proper  to  open  all  doors  in  the  Premises  in an emergency. Entry into the
Premises  obtained  by  Landlord  by  any  such  means shall not be deemed to be
forcible  or unlawful entry into, or a detainer of, the Premises, or an eviction
of  Tenant  from  the  Premises or any portion thereof. Nothing contained herein
shall  impose  or be deemed to impose any duty on the part of Landlord to do any
work  or  repair,  maintenance,  reconstruction  or  restoration which under any
provision  of  this  Lease  is  required  to  be done by Tenant; the performance
thereof by Landlord shall not constitute a waiver of Tenant's default in failing
to  do  the  same.

1.69  Performance  of Work. Landlord may, during the progress of any work on the
Premises,  keep  and  store upon the Premises all necessary materials, tools and
equipment.  Landlord  shall  not  in  any  event  be  liable  for inconvenience,
annoy-ance, disturbance, loss of business or quiet enjoyment, or other damage or
loss  to Tenant by reason of making any such repairs or performing any such work
upon  the Premises, or on account of bringing materials, supplies and equip-ment
into,  upon  or  through  the  Premises  during  the  course  thereof,  and  the
obligations  of  Tenant  under  this  Lease shall not thereby be affected in any
manner  whatsoever.  Landlord shall, however, in connection with the performance
of such work, cause as little inconvenience, disturbance or other damage or loss
to  Tenant  as  may  be  reasonably  possible  under  the  circumstances.

1.70  Exhibiting  Premises. Landlord, its authorized agents and representatives,
shall  be  entitled  to  enter  the Premises upon not less than forty-eight (48)
hours  prior  written  notice to Tenant (facsimile notice being acceptable), and
with minimal interference with Tenant's business at all reasonable times for the
purpose  of  exhibiting the same to prospective purchasers and, during the final
year  of  the  Term  of  this  Lease,  Landlord shall be entitled to exhibit the
Premises  for  lease  and  post  signs  therein  announcing  the  same.

                                   SECTION 20
                              ESTOPPEL CERTIFICATE
                              ---------------------

Tenant  agrees  that  within  ten  (10) days of any demand therefor by Landlord,
Tenant  will  execute  and  deliver  to  Landlord  and/or  Landlord's designee a
recordable  certificate  stating that this Lease is in full force and effect (an
"Estoppel  Certificate")  in  a  form  that is reasonably requested by Landlord.
Tenant  acknowledges that any such statement may be relied upon by any Mortgagee
or  prospective purchaser of the Building or any interest therein.  In the event
that  Tenant  fails to execute any such certificate for Landlord within said ten
(10)  days,  Tenant  shall  be  in  immediate  default  under  this  Lease.


                                   SECTION 21
                      TENANT'S DEFAULT/LANDLORD'S REMEDIES
                          ----------------------------

1.71  Events  of  Default.  Tenant's compliance with each and every covenant and
obligation hereof on its part to be performed hereunder is a condition precedent
to each and every covenant and obligation of Landlord hereunder. Any one or more
of  the  following  shall  be deemed to be an "Event of Default" by Tenant and a
material  breach  of  this  Lease:

     21.0.1     Non-Payment  of Money.  If Tenant shall fail  to  pay Aggregate
Monthly Rent or any other amount or charge to be paid by
Tenant  hereunder,  within  five  (5)  days  of  when  they  are  due;  or


     21.0.2     Non-Monetary  Non-Performance. If  Tenant  shall  default  in
the  performance  of  any other term, covenant or condition of this Lease on the
part  of  Tenant  to be kept and performed and such default continues for thirty
(30)  days  after  written  notice  thereof  from Land-lord to Tenant; provided,
however,  that  if  the  default  complained  of  in
                                    Page -26-
<PAGE>
such  notice  is  of  such a nature that the same can be rectified or cured, but
cannot  with  reasonable  diligence  be done within said thirty (30) day period,
then  such  default  shall  be  deemed to be rectified or cured if Tenant shall,
within  said  thirty  (30) day period, commence to rectify and cure the same and
shall thereafter complete such rectification and cure with all due diligence; or

     21.0.3     Abandonment  of Premises.  If Tenant shall  abandon  the
Premises  for  a  period  of  ten (10) consecutive days; or

     21.0.4     Bankruptcy.  If  there  is  filed any petition in
bankruptcy, or if Tenant is adjudicated as bankrupt or insolvent, or if there is
appointed  a  receiver  or  trustee  to  take  possession of Tenant or of all or
substantially  all  of the assets of Tenant, or if there is a general assignment
by  Tenant for the benefit of creditors, or if any action is taken by or against
Tenant  under  any  state  or  federal  insolvency  or bankruptcy act, or if any
similar  law  now  or  hereafter  in  effect, including, without limitation, the
filing  of  execution  or  attachment against Tenant and such levy continues in
effect for a period of ninety (90) days.  This provision hereof shall also apply
to  any  guarantor  of  this  Lease  or  occupant  of  the  Premises;  or

     21.0.5     Mechanic  Liens.  If Tenant does, or permits
to be done, any act which creates a mechanic's lien or claim thereof against the
Premises  or  the  Property  and  fails  to  timely  discharge  same;  or

     21.0.6     Falsified Financial Reports.  If Tenant  falsifies  any
monetary  report  to  Landlord  or  fails  to furnish Landlord with any monetary
report  when  due,  and  such  default shall continue for twenty (20) days after
written  notice  from  Landlord;  or

     21.0.7     Failure  to  Obtain  Policies and/or Certificates of Insurance.
If  Tenant  fails  to  furnish  Landlord  with a copy of any insurance policy or
certificate  required  to  be furnished by Tenant to Landlord when due, and such
default  shall continue for thirty (30) days after written notice from Landlord;
or

     21.0.8     Failure  to  Obtain  Consent.  If Tenant's  causing,  permitting
or  suffering  to  be  done any act (i) required by this Lease to have the prior
written  consent  of  Landlord,  unless  such  consent  is  so obtained; or (ii)
prohibited  by  this  Lease;  or

     21.0.9     Intentionally  Omitted.

     21.0.10     Intentionally  Omitted .

     21.0.11     Failure  to  Perform  Other  Obligations.  In addition to the
events constituting a default and breach of the Lease by Tenant as stated above,
if  within  any  twelve  (12)  month period during the Term of the Lease, Tenant
shall have failed to perform any obligation required of Tenant hereunder, or has
been  in  breach  for  any  reason  under the Lease more than two (2) times, and
Landlord,  because  of  any  such  failure and/or breach, shall have served upon
Tenant  within said twelve (12) month period two (2) or more notices of any such
failure  or  breach,  then  any  subsequent  failure or breach shall be deemed a
noncurable  default,  without  requirement of notice or opportunity to cure, and
Landlord  shall be immediately entitled to exercise any and all rights, remedies
and/or  elections  specified  below  or otherwise available at law or in equity.

     1.71.1  Cross-Defaults.  The parties hereto acknowledge that in addition to
executing  this Lease, Tenant has executed an additional lease with an affiliate
of  Landlord's  for  space  located at 2280 Corporate Circle, Henderson, Nevada,
dated  __________,  2002,  with 2280 Corporate Circle, LLC, as the landlord (the
"Additional Lease"). Any default, beyond any applicable notice and cure periods,
under  this  Lease shall constitute a default under the Additional Lease and any
default,  beyond  any  applicable  notice and cure periods, under the Additional
Lease  shall  constitute  a  default  hereunder.

1.72  Additional  Remedies.  Upon the occurrence of an Event of Default,
Landlord  shall  have  the  right,  in  accordance  with applicable laws, at its
election,  then,  or at any time thereafter, and while any such Event of Default
shall  continue,  either:

     20. to give Tenant written notice of Landlord's intention to terminate this
                                    Page -27-
<PAGE>
Lease  on  the date such notice is given or on any later date specified therein,
whereupon, on the date specified in such notice, Tenant's right to possession of
the  Premises  shall  cease  and  this Lease shall thereupon be terminated;
provided,  however, that all of Tenant's obligations, including, but not limited
to,  payment  of  the  amount  of  Aggregate  Monthly Rent and other obligations
reserved  in  this Lease for the balance of the Lease Term, shall immediately be
accelerated  and  due  and  payable;  or

     21.  to  the  extent  permitted  by  applicable  law,  to re-enter and take
possession  of  the  Premises  or  any  part  thereof  and repossess the same as
Landlord's  former  estate  and expel Tenant and those claiming through or under
Tenant,  and  remove  the  effects  of both or either, using such force for such
purposes  as  may  be  reasonably  necessary,  (i)  without  being  liable  for
prosecution thereof; (ii) without being deemed guilty of any manner of trespass;
and  (iii)  without  prejudice  to any remedies for arrears of rent or preceding
breach  of  covenants  or  conditions.  Should  Landlord  elect  to re-enter the
Premises  as  provided  in  this  Section  21 or should Landlord take possession
pursuant  to  legal  proceedings  or pursuant to any notice provided for by law,
Landlord  may,  from  time  to  time,  without terminating this Lease, relet the
Premises or any part thereof in Landlord's or Tenant's name, but for the account
of  Tenant, for such term or terms (which may be greater or less than the period
which  would  otherwise  have constituted the balance of the Term of this Lease)
and  on such conditions and upon such other terms (which may include concessions
of  free  rent,  alteration,  and  repair  of  the Premises) as Landlord, in its
discretion,  may  determine,  and  Landlord  may  collect  and receive the rents
therefor.  Landlord  shall in no way be responsible or liable for any failure to
relet  the  Premises  or any part thereof or for any failure to collect any rent
due  upon  such reletting. No such re-entry or taking possession of the Premises
by  Landlord  shall  be construed as an election on Landlord's part to terminate
this  Lease  unless  a  written  notice of such intention be given to Tenant. No
notice from Landlord hereunder or under a forcible entry and detainer statute or
similar  law  shall  constitute  an election by Landlord to terminate this Lease
unless such notice specifically so stated. Landlord reserves the right following
any  such  re-entry  and/or  reletting,  to exercise its right to terminate this
Lease  by  giving  Tenant  such  written notice, in which event, this Lease will
terminate  as  specified  in  said  notice;  or

     22.  the parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim (except for compulsory counterclaims) brought
by  either  of  the  parties  hereto against the other on any matters whatsoever
arising  out  of  or  in  any way connected with this Lease, the relationship of
Landlord and Tenant, Tenant's use of occupancy of the Premises, and/or any claim
of  injury  or  damage.  In  the  event  Landlord  commences any proceedings for
non-payment  of any rent, Tenant will not interpose any counterclaim of whatever
nature  or  description  in  any  such  proceedings. This shall not, however, be
construed  as  a  waiver  of  the  Tenant's  right  to assert such claims in any
separate  action  or  actions  brought  by  Tenant.

1.73  Right  to Possession.  In the event that Landlord does not elect to
terminate  this  Lease  as  permitted  in  Section  21.2(a)  hereof, but, on the
contrary, elects to take possession as provided in Section 21.2(b), Tenant shall
pay  to  Landlord  (i) the rent and other sums as herein provided which would be
payable  hereunder  if  such  repossession  had  not occurred; less (ii) the net
proceeds,  if  any,  of  any  reletting  of  the  Premises  after  deducting all
Landlord's  expenses  in  connection  with  such  reletting,  including, without
limitation,  all  repossession  costs,  brokerage  commissions, reasonable legal
expenses,  attorney's  fees, expenses of employees, alteration and repair costs,
and  expense  of  preparation  for  such  reletting.  If, in connection with any
reletting,  the  new  lease  term extends beyond the existing Lease Term, or the
premises covered thereby include other premises not part of the Premises, a fair
apportionment of the rent received from such reletting and the expenses incurred
in  connection  therewith  as provided aforesaid will be made in determining the
net  proceeds  from  such reletting.  Tenant shall pay such apportioned rent and
other  sums  to  Landlord, monthly on the days on which the rent would have been
payable  hereunder  if  possession  had  not  been  taken.

1.74  Loss  of Bargain. In the event this Lease is terminated, Landlord shall be
entitled to recover forthwith against Tenant, as damages for loss of the bargain
and not as a penalty, an aggregate sum which, at the time of such termination of
this  Lease, represents the excess, if any, of the aggregate of the rent and all
other  sums  payable by Tenant hereunder that would have accrued for the balance
of  the  Lease Term over the aggregate rental value of the Premises (such rental
value  to  be computed on the basis of a tenant paying not only rent to Landlord
for  the  use and occupation of the Premises, but also such other charges as are
required  to be paid by Tenant under the terms of this Lease) for the balance of
such Lease Term. Alternatively, at Landlord's option, Tenant shall remain liable
to  Landlord  for  damages in an amount equal to the rent and other sums arising
                                    Page -28-
<PAGE>
under  the  Lease  for  the  balance  of  the  Lease Term had the Lease not been
terminated,  less the net proceeds, if any, from any subsequent reletting, after
deducting  all  expenses  associated therewith and as enumerated above. Landlord
shall  be  entitled  to receipt of such amounts from Tenant pro-rated monthly on
the  days  on  which  such  sums  would  have  otherwise  been  payable.

1.75  Actions  for  Recovery.  Suit or suits for the recovery of the amounts and
damages  set  forth  above  may  be  brought  by Landlord, from time to time, at
Landlord's  election,  and nothing herein shall be deemed to require Landlord to
await the date whereon this Lease or the Lease Term would have expired had there
been  no  such  default  by  Tenant  or no such termination, as the case may be.

1.76  Actions  for  all  Rent. After an Event of Default by Tenant, Landlord may
sue for or otherwise collect all rents, issues, and profits payable
under  all  subleases  on  the  Premises,  including  those past due and unpaid.

1.77  Landlord  not Liable for Trespass. After an Event of Default by Tenant, to
the  extent  permitted by applicable law, Landlord may, without terminating this
Lease,  enter upon the Premises: (i) without being liable for prosecution of any
claim  for  damages; (ii) without being deemed guilty of any manner of trespass;
and  (iii)  without  prejudice  to any other remedies, and do whatever Tenant is
obligated  to  do  under  the  terms  of  this Lease. Tenant agrees to reimburse
Landlord  on  demand  for  any  expenses  which Landlord may reasonably incur in
effecting  compliance  with  the Tenant's obligations under this Lease; further,
Tenant  agrees  that  Landlord  shall not be liable for any damages resulting to
Tenant  from  effecting  compliance with Tenant's obligations under this Section
unless  caused  by  the  negligence  of  Landlord  or  otherwise.

1.78  No  Waiver.  No  failure by Landlord to insist upon the strict performance
of  any  agreement, term, covenant, or condition hereof or to exercise any right
or remedy consequent upon a breach thereof, and no acceptance of full or partial
rent during the continuance of any such breach, shall constitute a waiver of any
such  breach  of  such  agreement,  term, covenant, or condition.  No agreement,
term,  covenant, or condition hereof to be performed or complied with by Tenant,
and  no  breach thereof, shall be waived, altered, or modified except by written
instrument  executed by Landlord.  No waiver of any breach shall affect or alter
this  Lease,  but each and every agreement, term, covenant, and condition hereof
shall  continue in full force and effect with respect to any other then existing
or  subsequent  breach  thereof.  Notwithstanding  any unilateral termination of
this  Lease,  this  Lease  shall  continue  in  full  force and effect as to any
provisions  hereof which require observance or performance of Landlord or Tenant
subsequent  to  termination  (i.e.  any  and  all insurance and indemnifications
provisions  provided  for  herein).

1.79  Liquidated  Damages.  Nothing  contained  in  this Section shall limit or
prejudice the right of Landlord to prove and obtain as liquidated damages in any
bankruptcy, insolvency, receivership, reorganization, or dissolution proceeding,
an  amount  equal to the maximum allowed by any statute or rule of law governing
such  proceeding  and  in effect at the time when such damages are to be proved,
whether  or  not  such  amount  be  greater,  equal to, or less than the amounts
recoverable,  either as damages or rent, referred to in any of the provisions of
this  Section.

1.80  Administrative  and  Interest  Charges. Any rents or other amounts due and
owing  to Landlord hereunder which are not paid within five (5) days of the date
they  are  due shall thereafter bear interest at the Default Interest Rate until
paid.  In  addition  to the foregoing, Tenant shall pay to Landlord whenever any
Base  Rent,  Additional Rent, or any other sums due hereunder remain unpaid more
than  five  (5)  days  after  the  due  date  thereof,  an
administrative  charge  (and not a penalty) to compensate Landlord for the costs
and expenses associated with handling a delinquent account equal to five percent
(5%)  of  the  amount  due.

     23.  Further,  upon an Event of Default by Tenant, in addition to all other
rights and remedies, Landlord shall be entitled to receive from Tenant all sums,
the  payment  of which may previously have been waived or abated by Landlord, or
which may have been paid by Landlord pursuant to any agreement to grant Tenant a
rental  abatement or other monetary inducement or concession, including, but not
limited  to, any Tenant Improvement Allowance or moving allowance, together with
interest  thereon  from  the date or dates such amounts were paid by Landlord or
would  have  been due from Tenant but for the abatement, at the Default Interest
                                    Page -29-
<PAGE>
Rate,  until  paid;  it  being understood and agreed that such concession or for
Recovery abatement was made on the condition and basis that Tenant fully perform
all  obligations  and  covenants  under  the  Lease for the entire Term. Nothing
herein  contained  shall limit any other remedy of Landlord provided for in this
Lease, at law or in equity. Landlord shall have the right to require that Tenant
pay  monies  due  in  the  form  of  a  money  order  or  certified  funds.

1.81  Landlord's  Lien. Tenant agrees that Landlord shall have a Landlord's lien
on  and  against  all  real  or  personal property belonging to Tenant, Tenant's
agents, subtenants, or licensees, which real or personal property is situated on
or  in  the  Premises,  which  lien  shall  secure the payment of all rental and
additional  charges  payable  by  Tenant  to  Landlord  under  the terms hereof.

                                   SECTION 22
                                QUIET POSSESSION
                                -----------------

Tenant,  upon  paying  the  Base Rent, Additional Rent and all other charges and
monies  herein  required  of Tenant, and upon Tenant's performance of all of the
terms,  covenants  and  conditions  of  this  Lease  on  its part to be kept and
per-formed,  may  quietly  have,  hold and enjoy the Premises during the Term of
this  Lease  without  any  disturbance  from  Landlord  or from any other person
claiming  through  Landlord.

                                   SECTION 23
                             CONVEYANCE BY LANDLORD
                            ------------------------

In  the  event  of  any  sale, transfer or exchange of the Premises by Landlord,
Land-lord  shall be and is hereby relieved of all liability under any and all of
its  covenants  and obligations contained in or derived from this Lease, arising
out  of any act, occurrence or omission relating to the Premises occurring after
the consummation of such sale, transfer, conveyance or exchange.  Tenant agrees
to  attorn  to  such  purchaser,  transferee  or  grantee.

                                   SECTION 24
                              DEFAULT BY LANDLORD
                              ---------------------

Subject  to  Section  10.1,  it  is  agreed  that in the event Landlord fails or
refuses  to perform any of the provisions, covenants or conditions of this Lease
on Landlord's part to be kept or performed, that Tenant, prior to exercising any
right  or  remedy  Tenant  may have against Landlord on account of such default,
shall give written notice to Landlord of such default, specifying in said notice
the  default  with which Landlord is charged and Landlord shall not be deemed in
default  if the same is cured within thirty (30) days of receipt of said notice.
Notwithstanding  any  other  provision hereof, Tenant agrees that if the default
complained  of  in  the  notice provided for by this Section is of such a nature
that the -same can be rectified or cured by Landlord, but cannot with reasonable
diligence  be rectified or cured by Landlord within said thirty (30) day period,
then  such default shall be deemed to be rectified or cured if Landlord within a
thirty  (30)  day period shall commence the rectification and curing thereof and
shall continue thereafter with all due diligence to cause such rectification and
curing  to  proceed.  In  no  event  shall Tenant have the right to terminate or
rescind  this  Lease  as  a  result  of Landlord's default as to any covenant or
agreement contained in this Lease or as a result of the breach of any promise or
inducement hereof, whether in the Lease or elsewhere.  Tenant hereby waives such
remedies  of  termination and recession and hereby agrees that Tenant's remedies
for  default  hereunder  and  for  breach  of any promise or inducement shall be
limited  to  a  suit  for  specific  performance,  declaratory  judgment, and/or
injunctive  relief.

                                   SECTION 25
                                  FORCE MAJEURE
                                  -------------

Whenever a day is appointed herein on which, or a period of time is appointed in
which,  either  party  hereto  is  required to do or complete any act, matter or
thing,  the  time  for  the  doing  or completion thereof shall be extended by a
period  of  time  equal  to  the number of days on or during which such party is
prevented  from  or  is unreasonably interfered with, the doing or completion of
such  act,  matter  or  thing  because  of labor disputes, civil commotion, war,
warlike  operation, sabotage, governmental regulations or control, fire or other
casualty,  inability  to  obtain  any  materials,  or  to obtain fuel or energy,
weather or other acts of God, terrorism, or bioterrorism, or other causes beyond
                                    Page -30-
<PAGE>
such  party's  reasonable  control  (financial  inability  excepted);  provided,
however,  that  nothing  contained  herein  shall  excuse Tenant from the prompt
payment  of  any  rent  or  charge  required  of  Tenant  hereunder.







                                   SECTION 26
                                    NOTICES
                                    -------

1.82  Notices. Any and all notices and demands by or from Landlord to Tenant, or
by  or  from Tenant to Landlord, required or desired to be given hereunder shall
be in writing and shall be validly given or made if served either personally, or
delivered  by  recognized  commercial  courier  that  requires  a  written
acknowledgment  of  delivery  (such  as Federal Express), or if deposited in the
United  States  mail,  certified  or registered, postage prepaid, return receipt
re-quested. All notices given in accordance with this Section shall be effective
when  actually received; provided, however, that the first attempted delivery of
any  notice  which was not delivered as a result of a change of address of which
the  sending  party  was  not  notified or as a result of any party's refusal to
accept  delivery  shall  be  deemed  receipt.

     21.0.1     Address  of  Landlord     Address  of  Landlord.  Any  notice or
demand  to  Landlord  shall  be  addressed  to  Landlord  at:

               901  N.  Green  Valley  Parkway
               Suite  200
               Henderson,  Nevada  89074
               Attn:  Vice  President  Property  Management

with  a  copy  to:

               American  Nevada  Realty
               901  N.  Green  Valley  Parkway
               Suite  200
               Henderson,  Nevada  89074
               Attn:  Legal  Department

     21.0.2     Address  of  Tenant     Address of Tenant.  Any notice or demand
to  Tenant  shall  be  addressed  to  Tenant  at  the  Premises  with a copy to:

               Mego Financial Corp.
               4310  Paradise  Rd.
               Suite  302
               Las  Vegas,  Nevada  89109
               Attn:  Jon  Joseph,  General  Counsel

1.83  Change of Address. Any party hereto may change its address for the purpose
of  receiving notices or demands as herein provided by a written notice given in
the  manner  aforesaid  to  the  other  party  hereto, which notice of change of
address shall not become effective, however, until the actual receipt thereof by
the  other  party.


                                   SECTION 27
                                HOLDOVER TENANCY
                                  -------------

In  the event of holding over by Tenant after the expiration of the Term of this
Lease  (the  "Expiration  Date"), or in the event Tenant continues to occupy the
Premises  after  the  termination  of  Tenant's  right of possession pursuant to
Section  21.2, Tenant shall throughout the entire holdover period pay rent equal
to two hundred percent (200%) of the Base Rent, which would have been applicable
had  the  Term  of this Lease continued through such holding over by Tenant.  If
Tenant  remains  in  possession  of  all  or  any part of the Premises after the
expiration  of the Lease Term, with the express written consent of Landlord: (i)
such  tenancy  will be deemed to be a periodic tenancy from month-to-month only;
(ii)  such  tenancy will not constitute a renewal or extension of this Lease for
                                    Page -31-
<PAGE>
any  further term; and (iii) such tenancy may be terminated by Landlord upon the
earlier  of thirty (30) days prior written notice or the earliest date permitted
by  law.  Such  month-to-month  tenancy  will  be  subject  to every other term,
condition,  and  covenant  contained  in  this Lease including the Base Rent and
Additional  Rent  provisions.  Nothing  contained  in  this  Section 27 shall be
construed  as consent by Landlord to any holding over of the Premises by Tenant,
and  Landlord  expressly  reserves  the  right  to  require  Tenant to surrender
possession  of  the  Premises  to  Landlord  upon  the  expiration  or  earlier
termination  of  this Lease.  If Tenant fails to surrender the Premises upon the
expiration  or  earlier  termination  of  this Lease, despite demand to do so by
Landlord,  Tenant  shall  indemnify  and hold Landlord harmless from all loss or
liability,  including,  without  limitation,  any  claim  made by any succeeding
tenant  founded  on  or  resulting  from  such  failure  to  surrender.

                                   SECTION 28
                              REMEDIES CUMULATIVE
                              --------------------

The  various  rights,  options,  elections and remedies of Landlord contained in
this  Lease  shall  be  cumulative  and  no  one  of  them shall be construed as
exclusive  of any other, or of any right, priority or remedy allowed or provided
for  by  law  and  not  expressly  waived  in  this  Lease.

                                   SECTION 29
                             SUCCESSORS AND ASSIGNS
                            ------------------------

The  terms,  provisions,  covenants and conditions contained in this Lease shall
apply to, bind and inure to the benefit of the heirs, executors, administrators,
legal  representatives,  successors  and  assigns  of Landlord and Tenant (where
permitted),  respectively.



                                   SECTION 30
                               PARTIAL INVALIDITY
                               ------------------

If  any  term,  covenant or condition of this Lease, or any application thereof,
should  be  held  by  a  court of competent jurisdiction to be invalid, void, or
unenforceable,  all  terms,  covenants  and  conditions  of  this Lease, and all
applications thereof, not held invalid, void, or unenforceable shall continue in
full  force  and effect and shall in no way be affected, impaired or invalidated
thereby.

                                   SECTION 31
                              TIME OF THE ESSENCE
                              -------------------

Time  is  of  the  essence  of  this  Lease  and all of the terms, covenants and
conditions  hereof.

                                   SECTION 32
                                ENTIRE AGREEMENT
                                ----------------

This  Lease  contains  the entire agreement between the parties and shall not be
amended,  changed  or  terminated  orally.

                                   SECTION 33
                                 NO PARTNERSHIP
                                 --------------

Nothing  contained  in  this  Lease  shall be deemed or construed by the parties
hereto  or by any third party to create the relationship of principal and agent,
or  of  partnership, or of joint venture, or of any association between Landlord
and  Tenant.  Neither the method of computation of rent nor any other provisions
contained  in  this  Lease nor any acts of the parties hereto shall be deemed to
create  any relationship between Landlord and Tenant other than the relationship
of  landlord  and  tenant.

                                   SECTION 34
                                    BROKERS
                                  -----------

The  parties  hereto  warrant  that they have had no dealings with any broker or
agent  in  connection  with this Lease other than the Broker, for which Landlord
shall  be responsible for the payment of a real estate commission, pursuant to a
separate  agreement  with  Broker.  Landlord  and  Tenant hereby hold each other
                                    Page -32-
<PAGE>
harmless  and indemnify the other from and against any and all cost, expense, or
liability  including  legal  fees  and  costs  in  defense  thereof,  for  any
compensation, commissions and charges claimed by any broker or agent, other than
Broker,  with respect to this Lease or the negotiation thereof based on any such
broker's  or  agent's  representation  of  Tenant  or  Landlord.

                                   SECTION 35
                                 SAVINGS CLAUSE
                                 --------------

In the event the Term of this Lease shall not have commenced within one (1) year
from  the  date  of  execution hereof, this Lease shall become null and void and
Landlord  and  Tenant  shall  thereupon be released from any and all obligations
with  respect  thereto.

                                   SECTION 36
                                ATTORNEYS' FEES
                                ---------------

In  the  event  any  action  at  law or in equity, or any special proceeding, be
instituted  by  either  of  the parties hereto against the other to enforce this
Lease, or any rights arising hereunder, or in connection with the subject matter
hereof,  the prevailing party shall be entitled to recover all costs of suit and
reasonable  attorney's  fees  at  trial  and  on  appeal.

                                   SECTION 37
                              INSOLVENCY AND DEATH
                            ------------------------

It  is  understood and agreed that neither this Lease nor any interest herein or
hereunder,  nor  any  estate  hereby  created  in favor of Tenant, shall pass by
operation  of  law  under  any  state  or  federal  insolvency,  bankruptcy  or
inheritance  act, or any similar law now or hereafter in effect, to any trustee,
receiver,  assignee for the benefit of creditors, heir, legatee, devisee, or any
other  person  whomsoever without the express prior written consent of Landlord.


                                   SECTION 38
                               GENERAL PROVISIONS
                               ------------------

1.84 Captions. The captions appearing at the commencement of the Sections hereof
are  descriptive  only  and for convenience of reference to this Lease and in no
way  whatsoever define, limit or describe the scope or intent of this Lease, nor
in  any  way  affect  this  Lease.

1.85  Pronouns.  Masculine  or  feminine  pronouns  shall be substituted for the
neuter form and vice versa, and the plural shall be substituted for the singular
form and vice versa, in any place or places herein in which the context requires
such  substitution(s).

1.86  Governing  Law. The laws of the State of Nevada shall govern the validity,
construction,  performance,  enforcement  and  effect  of  this Lease. Any legal
action  under  this  Lease  or  in  any  way  pertaining  to  this Lease must be
instituted  and  maintained  in Clark County, Nevada. The exclusive venue of any
action  or  proceeding  arising out of or in connection with this Lease shall be
Clark County, Nevada. Each party hereby consents to the personal jurisdiction of
any  court  of  competent  subject  matter jurisdiction sitting in Clark County,
Nevada,  and  to the service of process in accordance with the laws of the State
of  Nevada  and  any  rules  applicable  to  such  court.

1.87 Words of Obligation. Whenever in this Lease any words of obligation or duty
are  used  in connection with either party, such words shall have the same force
and  effect as though framed in the form of express covenants on the part of the
party  obligated.

1.88  Joint  and  Several  Liability. In the event Tenant now or hereafter shall
consist  of  more  than one person, firm or corporation, then and in such event,
all such persons, firms or corporations shall be jointly and severally liable as
Tenant  hereunder.

1.89  Execution  of Lease. The submission of this Lease for examination does not
constitute  a reservation of or option to lease the Premises; this Lease becomes
effective  as  a  Lease  only upon execution by Landlord and delivery thereof by
Landlord  to  Tenant.

     21.0.1  Deposit. Upon acceptance of Tenant's offer to lease under the terms
                                    Page -33-
<PAGE>
hereof  and  receipt  by  Landlord  of  a  deposit  in  connection with Tenant's
submission  of said offer, Landlord shall be entitled to retain such deposit and
apply  same  to  damages,  costs  and expenses incurred by Landlord in the event
Tenant  fails  to  occupy  the  Premises, and subject to Landlord completing the
Landlord's  Work  in accordance with Exhibit C. If Landlord declines said offer,
any  such  deposit  shall  be  returned  to  Tenant.

1.90 Notice of Claim. Should any claim or lien be filed against the Premises, or
any  action  or  proceeding  be  instituted affecting the title to the Premises,
Tenant  shall  give  Landlord  written  notice thereof as soon as Tenant obtains
actual  or  constructive  knowledge  thereof.

1.91  Neutral  Construction.  This  Lease  shall  not be construed either for or
against  Landlord  or  Tenant, but this Lease shall be interpreted in accordance
with  the  general  tenor  of  its  language.

1.92  Construction  Allowance.  Tenant agrees and acknowledges that Landlord has
bargained for Tenant's full and faithful compliance with the terms of the Lease,
and  Tenant's  full  and  faithful payment of all Base Rent, Additional Rent and
other  charges  and  monies  to  be  paid  by Tenant. Therefore, if Landlord has
granted  Tenant  any  construction allowance, Tenant Improvement Allowance, free
rent,  or  other  monetary  concession,  all such concessions and/or benefits to
Tenant  shall be effective only so long as Tenant is not in default of any term,
covenant  or  provision of this Lease. Thus, should Tenant default hereunder, in
addition  to  any  amounts  owing  from  Tenant  to Landlord as a result of such
default,  the full amount of any such construction allowance, Tenant Improvement
Allowance,  free  rent and/or other monetary concession shall be immediately due
and  payable by Tenant to Landlord upon demand. If such default by Tenant occurs
after the first full Lease Year of the Term, the total amount provided to Tenant
as construction allowance or Tenant Improvement Allowance shall be reimbursed to
Landlord, equitably prorated in proportion to the balance of the Lease Term, any
free rent or other monetary concessions shall be reimbursed to Landlord in full.

1.93  Third Party Beneficiary Status. Tenant acknowledges that, by entering into
this Lease with Landlord, Tenant has not become a third party beneficiary of any
lease between Landlord and any other tenant of the Property, and that no part of
the inducement to Tenant to enter into this Lease was any promise or covenant of
Landlord,  express  or  implied,  to  enforce any other lease for the benefit of
Tenant.

1.94  Limited  Liability.  The  obligations  of Landlord under this Lease do not
constitute personal obligations of Landlord, or its members, managers, partners,
directors, officers, or shareholders, and Tenant shall look solely to Landlord's
interest  in the Property and to no other assets of Landlord for satisfaction of
any  liability with respect to this Lease and will not seek recourse against the
members,  managers,  partners,  directors, officers, or shareholders of Landlord
herein,  nor  against  any  of  their  personal  assets  for  such satisfaction.

                                   SECTION 39
                                OPTION TO EXTEND
                                 --------------

1.95  Extension Term. Provided Tenant is in compliance with each and every term,
covenant  and  condition of this Lease at the time that Tenant notifies Landlord
of  its  intent  to exercise its Option to Extend, as defined herein, and on the
commencement  date  of any extension granted hereby, Tenant shall have the right
and  option  to  extend  this Lease ("Option to Extend") for one (1) consecutive
additional  term  of  five  (5)  years  ("Extension  Term").

     21.0.1     Commencement  Date.  The  Extension  Term
shall  commence  at  the  expiration  of  the  original  Term  of  this  Lease.

1.96  Notice  of  Election.  The  Option  to Extend shall be exercised by Tenant
giving  Landlord  notice in writing of such election to extend at least nine (9)
months,  but  not  more  than twelve (12) months, prior to the expiration of the
original  Term.

     21.0.1     Adjustment  of  Base  Rent.  Such Extension Term shall be on
the  same  terms,  covenants, and conditions as provided herein for the original
Term,  except  that  the  Base  Rent  provided  in  Section
                                    Page -34-
<PAGE>
1.1.5  of  the  Lease  shall be determined in accordance with this Section.  The
Base  Rent payable by Tenant during the initial year of the Extension Term shall
be  equal  to  the  fair market rental value of the Premises ("FMV"), as defined
below,  as  of  the  commencement  date  of  the  Extension  Term.

     nn.     Within  thirty  (30)  days  following  the Tenant's notification to
exercise  its  Option  to  Extend, Landlord shall furnish Tenant with Landlord's
good  faith  determination  of  the  FMV  for  the  Premises  for the applicable
Extension Term ("Landlord's Determination").  Tenant shall have thirty (30) days
following  receipt  of  Landlord's  Determination  to  elect to proceed with the
exercise  of  its  Option  to  Extend  by  executing an amendment to this Lease,
reflecting  the  adjustment  to  Base  Rent.

     b.     As used herein, the term "FMV" shall mean the average annual rental,
expressed  as  a  rate  per  rentable  square foot, which a willing, comparable,
non-equity,  Tenant would pay for comparable space, and that a willing Landlord,
exercising  reasonable  business  judgment,  would  accept,  at  arms-length for
comparable space in a comparable building product type, comparable business park
environment,  limited  to facilities and proximity to amenities within the Green
Valley  and  airport  sub-markets,  as  evidenced  where possible by leases that
commence  or  are  to  commence  on  or about the commencement of the applicable
Extension Term ("Comparison Leases"), adjusted to account for variations between
this  Lease  and  the  Comparison  Leases with respect to all relevant terms and
conditions, including, without limitation, the brokerage commissions, and tenant
improvements  or  tenant  allowances, the age and quality of construction of the
Building  and the relative credit worthiness and financial strength of Tenant as
compared  to  the  tenants  under  Comparison  Leases.

1.97  Termination  of Option to Extend. The Option to Extend shall automatically
terminate  and  become  null  and  void  upon  the  earlier to occur of: (i) the
termination of Tenant's right to possession of the Premises; (ii) the assignment
by  Tenant  of this Lease, in whole or in part, excepting therefrom to Permitted
Assignees;  (iii)  the  sublease  by  Tenant of all or any part of the Premises,
excepting  therefrom  to  Permitted Assignees; (iv) the recapture by Landlord of
all  or  any  portion  of  the  Premises under Section 21; or (v) the failure of
Tenant  to  timely  or  properly  exercise  the  Option  to  Extend.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Lease as of the
date  set  forth  above.

LANDLORD                                   TENANT

CORPORATE  CTR.  IV,  LLC,                    MEGO  FINANCIAL  CORP.,
a  Nevada  limited  liability  company     a  New  York  corporation

By:     Silver  Springs,  Inc.,
                                           s/s Robert S. Understein
                                           _______________________________
a  Nevada  corporation,                    By:
                                               Robert S. Understein
                                           _______________________________

Its  Manager                               Title: Chief Financial Officer

                                           _______________________________

By:   s/s Gregory E. Jones
    ---------------------------
        Gregory  E.  Jones,
        Senior  Vice  President
                                    Page -35-
<PAGE>

                                  EXHIBIT A-1

                              LEGAL DESCRIPTION OF
                              2285 CORPORATE CIRCLE

That  portion  of  Section  Nineteen (19), Township Twenty-two (22) South, Range
Sixty-two  (62)  East,  M.D.M., City of Henderson, Clark County, Nevada, being a
portion  of  Lot  Four  (4)  as  shown on record of Survey on file in File 82 of
Surveys,  Page  6,  in  the Office of the County Recorder, Clark County, Nevada,
also being a portion of Lot One (1) of Green Valley/Pebble Commercial Center, as
shown  by map thereof on file in Book 64 of Plats, Page 68, in the Office of the
County  Recorder  of  Clark County, Nevada, being more particularly described as
follows:

COMMENCING  at  the  Northwest  (NW) Corner of the Northeast Quarter (NE 1/4) of
said  Section  Nineteen  (19);  thence  along the Northerly line of said Section
Nineteen  (19),  South  89o05'55"  East 657.42 feet; thence South 89o06'54" East
362.98  feet to the westerly line of Parcel "A," as shown on Record of Survey on
file  in File 81 of Surveys, Page 1, in the Office of the County Recorder, Clark
County,  Nevada;  thence South 15o32'09" East along said Westerly line of Parcel
"A,"  287.61  feet  to the Southwest (SW) Corner of said Parcel "A" and the TRUE
POINT  OF  BEGINNING,  said point also being the Northwest (NW) Corner of Parcel
"B"  of  said  Record  of  Survey  on  file  in  File  81  of  Surveys,  Page 1;

Thence South 74o27'51" West 421.99 feet to the beginning of a 184.00 foot radius
non-tangent  curve  to the right; thence along said curve to the right through a
central  angle  of 55o47'05" (the long chord of which bears South 13o01'32" West
172.16  feet)  for  an  arc  distance  of  179.15  feet  to a point of tangency;

Thence  South 40o55'05" West 33.43 feet to the beginning of a 308.55 foot radius
non-tangent  curve  to  the  left;

Thence  along  said  curve to the left through a central angle of 48o41'39" (the
long  chord of which bears South 73o25'45" East 254.41 feet) for an arc distance
of  262.23  feet;

Thence  North  08o42'17"  West  10.01  feet;

Thence  North  81o17'43"  East  10.00  feet;

Thence  South 08o42'17" East 10.01 feet to the beginning of a 308.55 foot radius
non-tangent  curve  to  the  left; thence along said curve to the left through a
central  angle  of 05o54'10" (the long chord of which bears North 77o24'56" East
31.77  feet)  for  an  arc  distance  of 31.79 feet; thence North 74o27'51" East
275.00  feet to the southerly extension of the westerly line of said Parcel "B;"
thence  North 15o32'09" West along the westerly line of said Parcel "B" and it's
southerly  extension  307.72  feet  to  the  TRUE  POINT  OF  BEGINNING.

Containing  3.213  acres,  more  or  less.
APN  #178-19-511-021
Legal  prepared  by:     WRG  Design,  Inc.
                         2260  Corporate  Circle,  Suite  430
                         Henderson,  NV  89074
May  8,  2000
<PAGE>
                                  EXHIBIT A-2

                              SITE PLAN OF PROPERTY
<PAGE>

                                   EXHIBIT A-3

                              SCHEMATIC OF BUILDING
<PAGE>

                                   EXHIBIT A-4

                      SITE PLAN OF PREMISES WITHIN BUILDING
<PAGE>


                                   EXHIBIT A-5

                              SCHEMATIC OF PREMISES
<PAGE>


                                    EXHIBIT B

                         MEMORANDUM OF COMMENCEMENT DATE
                        AND CONFIRMATION OF RENTABLE AREA

     The  Commencement Date of that Lease by and between CORPORATE CTR. IV, LLC,
a Nevada limited liability company, as Landlord, and MEGO FINANCIAL CORP., a New
York  corporation,  as Tenant, as provided for in Section 1.1.9 of said Lease is
the  __  day  of _____, 200_.  The Lease expiration date is the __ day of _____,
200_.

     Further,  the  parties  hereto  confirm  that  the Rentable Area (i) of the
Premises  shall be deemed to be __________ square feet; and (ii) of the Building
shall  be  deemed  to be __________ square feet; and (iii) of the Usable Area of
the  Premises  shall  deemed to be __________ square feet, which may be adjusted
from  time  to  time.  Tenant's  Pro-Rata  Portion  shall  be  ____%.

Dated:  _______   __,  2002.


LANDLORD                                      TENANT

CORPORATE  CTR.  IV,  LLC,                    MEGO  FINANCIAL  CORP.,
a  Nevada  limited  liability  company        a  New  York  corporation

By:     Silver  Springs,  Inc.,               _________________________________
a  Nevada  corporation,                       By:______________________________
Its  Manager                                  Title:___________________________

By:     ________________
        Gregory  E.  Jones,
        Senior  Vice  President

<PAGE>

                                    EXHIBIT  C

                             LANDLORD'S  WORK  LETTER


     THIS  WORK  LETTER  ("Work  Letter") is attached to and made a part of that
certain  Lease  at  2285  Corporate  Circle,  dated May __, 2002, by and between
CORPORATE  CTR.  IV,  LLC,  a Nevada limited liability company, as Landlord, and
MEGO  FINANCIAL  CORP., a New York corporation, as Tenant, covering the Premises
(the  "Lease").

General
-------

     24.  The  purpose  of  this  Work  Letter  is  to  set forth how the Tenant
Improvements  in  the  Premises  are  to  be constructed, who will undertake the
construction  of  the  Tenant Improvements, who will pay for the construction of
the  Tenant  Improvements,  and  the  time  schedule  for  completion  of  the
construction  of  the  Tenant  Improvements.

     25.  Except  as  defined  in  this  Work  Letter to the contrary, all terms
utilized in this Work Letter shall have the same meaning ascribed to them in the
Lease.

     26.  When work, services, consents or approvals are to be provided by or on
behalf  of  Landlord,  the  term  "Landlord" shall include Landlord's Employees.

     27.  The  provisions  of  the  Lease,  except where clearly inconsistent or
inapplicable  to  this  Work  Letter,  are  incorporated  into this Work Letter.

     28.  The  Tenant  Improvements  shall  be constructed pursuant to this Work
Letter.  Landlord shall provide the Tenant an Allowance, as such term is defined
in  Section  3  below,  and Landlord shall provide possession of the Premises to
Tenant upon the Substantial Completion of the Tenant Improvements, as more fully
set  forth  in  the  Lease  and  this  Work  Letter.

3.  Plans  and  Specifications  for  Tenant  Improvements
    -----------------------------------------------------

     21.1     Selection  of  Designer.  Tenant  shall  select  an  architect  or
designer  (hereinafter  referred to as the "Designer") of its choice, to prepare
the plans and specifications for the Tenant Improvements.  The Designer shall be
selected  by  Tenant,  subject to Landlord's consent, which consent shall not be
unreasonably  withheld,  and  which  consent  (or  refusal  to consent) shall be
granted or denied, within three (3) days following the submission of the name of
said  Designer  to  Landlord.  The  following  Designer,  Parker & Scaggiari, if
retained  by  Tenant, is hereby deemed consented to by Landlord.   All plans and
specifications  shall  be  submitted to Landlord in accordance with the schedule
set  forth in Section 6 below. Tenant shall be solely responsible for the design
and  function  of  such plans and specifications, including, without limitation,
their  integration  with  all  of  the  Building  systems.

     21.2     Space  Plan.  Landlord  shall  submit  the  Building  plans  and
specifications  to  Designer,  to permit Designer to complete the Premises space
plans, sufficient to convey the architectural design of the Premises, including,
without limitations, displaying all demising walls, corridors, entrances, exits,
location  of  doors,  partitions, the location of all offices, conference rooms,
computer  rooms,  millwork,  finishes,  electrical,  data and telephone outlets,
plumbing  fixtures,  heavy  floor loads and other special requirements, together
with  reflective  ceiling  plans  (the  "Space  Plan").  Tenant  shall cause the
Designer  to  submit  the  Space Plan to Landlord for approval, within such time
frame,  as  is  more  fully  elaborated  in  Section 6 below.  If Landlord shall
disapprove  of  any  portion  of the Space Plan, Landlord shall advise Tenant of
recommended  revisions to the Space Plans, and reasons therefor, as are required
by  Landlord for the purpose of obtaining approval.  Tenant shall then submit to
Landlord,  for  Landlord's approval, a redesign of the Space Plan, incorporating
the  recommended revisions and such modifications thereof as may be suggested by
Tenant  (said  modifications  to  be  subsequently approved by Landlord prior to
Tenant's  submission  of  Final  Plans).

     21.3     Final  Plans.  Landlord  shall  submit  the  Building  plans  and
specifications  to  Designer,  to permit Designer to complete the Premises final
plans, sufficient to convey the architectural design of the Premises, including,
without limitations, displaying all demising walls, corridors, entrances, exits,
<PAGE>
location  of  doors,  partitions, the location of all offices, conference rooms,
computer  rooms,  millwork,  finishes,  electrical,  data and telephone outlets,
plumbing  fixtures,  heavy  floor loads and other special requirements, together
with  reflective  ceiling  plans  (the  "Final  Plan").   Tenant shall cause the
Designer  to  submit  the  Final Plan to Landlord for approval, within such time
frame,  as  is  more  fully  elaborated  in  Section 6 below.  If Landlord shall
disapprove  of  any  portion  of the Final Plan, Landlord shall advise Tenant of
recommended  revisions to the Final Plans, and reasons therefor, as are required
by  Landlord for the purpose of obtaining approval.  Tenant shall then submit to
Landlord,  for  Landlord's approval, a redesign of the Final Plan, incorporating
the  recommended revisions and such modifications thereof as may be suggested by
Tenant  (said  modifications  to  be  subsequently approved by Landlord prior to
Tenant's  submission  of  Final  Plan).

     21.4     Indemnification.  Tenant  acknowledges  that,  unless specifically
shown  as  Landlord's  responsibility  on the Final Plans, Landlord shall not be
responsible  for  the  design,  construction  or  installation  of,  various
nonstructural  items which Tenant may find desirable for the Premises including,
without  limitation,  furniture,  trade  fixtures,  office equipment, telephone,
telecommunications  and  data equipment and systems, artwork or cabling required
in  connection  with  any  of  these  items.



     21.5     Tenant  Improvement  Permits.  Landlord  shall  be responsible for
obtaining  all  permits  for the Tenant Improvements, and Tenant shall cooperate
with  Landlord  in  obtaining  approval  of  the Final Plans by all governmental
agencies  having  jurisdiction.

4.  Allowance  for  Work  and  Work  Costs
    --------------------------------------

     21.1     Allowance.  Tenant shall receive from Landlord an Allowance, which
Allowance  shall  be  used  solely  for "Work Costs," as that term is defined in
Section  3.2 below, in an amount equal to Thirty and 00/100 Dollars ($30.00) per
square  foot of Usable Area of the Premises, which Allowance may be increased by
an  amount  equal to three (3) months of Base Rent, calculated at Two and 10/100
Dollars  ($2.10)  per  month for each square foot of Usable Area of the Premises
(the  "Additional Allowance").  All Tenant Improvements, whether or not the cost
thereof  is  covered  by  the  Allowance  and/or the Additional Allowance, shall
become  the  property  of Landlord upon expiration or earlier termination of the
Lease  and shall remain on the Premises at all times during the Lease Term.  The
Allowance  and  Additional Allowance shall be provided to Tenant only during the
original  Term  of this Lease.   In the event that Tenant elects to increase the
Allowance  by  all  or a portion of the Additional Allowance, the amount of said
Additional  Allowance  utilized  by  Tenant  to  increase the Allowance shall be
deducted from the rental abatement provided to Tenant as more fully set forth in
Section  3.1  of  the  Lease.

4.1  Work  Costs.  As  used  herein,  "Work  Costs"  shall  include all expenses
associated with space planning, engineering, construction drawings, construction
of Tenant's Premises, any necessary permits, so long as they are associated with
the  improvement  of the Premises, including but not limited to: (i) engineering
fees for the review of the Tenant's Space Plans and Final Plans; (ii) the actual
contractor  costs  and  charges  for  material  and  labor, contractor's profit,
overhead  and  general  conditions  incurred  by  Landlord  in having the Tenant
Improvements  constructed in accordance with the Final Plans; (iii) governmental
agency  plan  check, permit and other fees and sales and use taxes; (iv) testing
and  inspection  costs;  (v)  any paint touch-up or repair work necessary due to
Tenant's move into the Premises; (vi) all other costs expended or to be expended
by  Landlord  in  the  construction of the Tenant Improvements including, window
blind system within the Premises, fluorescent light fixtures, air balancing, and
other  pre-stocked  materials;  and  (vii) a fee to be paid to Landlord equal to
five  percent  (5%) of all Work Costs for construction management by Landlord of
construction  of  the  Tenant  Improvements.

5.  Construction
    ------------

     21.1     General  Contractor.  Upon  the  approval  of  the  Final  Plans,
Landlord  shall  submit the Final Plans to Crisci Custom Builders, who shall act
as  the  general  contractor  on  this  project  (the  "General  Contractor").

     21.2     Submittal of Work Costs to Tenant.  Following the submittal of the
Finals  plans  to  the  General  Contractor,  Landlord  shall  submit  to Tenant
Landlord's  Work  Costs  estimate,  based  upon  the  Final  Plans  ("Work  Cost
Estimate").  Landlord's  Work  Cost  Estimate  shall  include  a  reasonable
contingency  to allow for changes in Tenant Improvements and/or other unforeseen
costs  and  expenses  arising  after  Tenant's  approval  thereof.

     21.3     Tenant  Improvement  Overage.  In  the  event  that  the Work Cost
Estimate  exceeds  the sum of the Allowance and the Additional Allowance, in the
event Tenant elects to utilize same ("Tenant Improvement Overage"), Tenant shall
pay  one  hundred percent (100%) of the Tenant Improvement Overage, to Landlord,
prior  to the commencement of construction of the Tenant Improvements.  Landlord
shall  not be required to commence construction of the Tenant Improvements until
Landlord  receives  the  Tenant  Improvement  Overage.

     21.4     Commencement  of  Tenant  Improvements.  Following:  (i)  Tenant's
payment  of  any Tenant Improvement Overage; and (ii) receipt by Landlord of all
relevant  governmental  agency  approvals  and permits, Landlord shall cause the
General  Contractor  to commence the construction of the Tenant Improvements per
the  Final  Plans.  Landlord  shall furnish Tenant with a schedule setting forth
the  projected  completion  dates  therefor  and  showing  the deadlines for any
actions  required to be taken by Tenant during such construction.  Landlord may,
from  time  to  time,  during  the  construction  of  the  Tenant  Improvements,
reasonably  modify  or  amend  such  schedule.

     21.5     Modifications  to  Final Plans.  Any changes to the approved Final
Plans ("Changes") which are requested by Tenant, or required by any governmental
agency,  as  a  result of the requested Changes by Tenant, shall be forwarded to
Landlord  for approval and pricing.  If Landlord approves of the Changes, Tenant
shall be given a written cost estimate for the completion of said Changes, which
estimate  must  be approved by Tenant, prior to construction of the Changes.  To
the  extent  the  revised contract amount, inclusive of the Changes, exceeds the
sum  of  the  Allowance  and  Additional Allowance, if Tenant elects to use such
Additional Allowance, Tenant shall pay to Landlord one hundred percent (100%) of
such  excess,  prior to Landlord commencing construction of the Changes ("Tenant
Additional  Payments"),  inclusive  of  a  fee equal to five percent (5%) of the
cost of said Changes.  Any delay in the construction of Tenant Improvements as a
result  of  Changes  shall  be  a  Tenant  Delay, as defined in Section 7 below.

     21.6     Construction Representatives.  In connection with the construction
of  the Tenant Improvements, each party shall be entitled to rely upon the other
party's  construction  representative  who  shall  be  as  follows:  Landlord's
construction  representative  ("Landlord's  Construction Representative"): PATTI
LESTER,  Tenant's  construction  representative  ("Tenant's  Construction
Representative"):  JEN  MURPHY  of  Plaza  Construction Company. Each respective
construction representative shall have the authority to make binding commitments
relative  to  the  Tenant  Improvements  on  behalf of the party appointing such
construction representative.  All inquiries of Tenant pertaining to construction
of  the  Tenant  Improvements  shall  be  directed  in  writing  to  Landlord's
Construction  Representative.  A  party  may designate a substitute construction
representative  by  giving  written  notice to the other party at any time.  Any
representatives  of Tenant who desires to visit the Premises during construction
of  the  Tenant Improvements must obtain the prior consent of and be accompanied
by  the  Landlord  and  the  General  Contractor.

Substantial  Completion  and  Punch  List
-----------------------------------------

     21.1     Inspection of Premises.  Upon Substantial Completion of the Tenant
Improvements  of  the  Premises,  Landlord shall cause the General Contractor to
inspect  the  Premises  with Landlord's Construction Representative and Tenant's
Construction  Representative, and to complete a written punch list of unfinished
items of Tenant Improvements. Tenant's Construction Representative shall execute
said  written  punch  list to indicate approval thereof, and thereafter Landlord
shall  cause  the  General  Contractor to correct all such punch list items with
reasonable  diligence.

     21.2     Work  Costs  Accounting.  Within  forty-five  (45)  days  after
Substantial  Completion  of  the  Tenant  Improvements, Landlord shall submit to
Tenant  a  final  written  accounting of the Work Costs, completed in accordance
with  the  Final  Plans  (inclusive of Changes, if any), and a reconciliation of
such  costs with the Allowance and Additional Allowance, if Tenant elects to use
such  Additional  Allowance,  and  payments  made  by  Tenant in accordance with
Section  4.3  and  Section  4.5.

    f.     In  the  event  that  the  reconciliation  shows that the Work Costs
<PAGE>
exceeded  the sum of (i) the Allowance; (ii) Additional Allowance; (iii) payment
of  the  Tenant Improvement Overage; and (iv) Tenant Additional Payments, Tenant
shall reimburse Landlord such excess within thirty (30) days of receipt thereof.

     g.     In  the  event  the  Work  Costs  are  less  than the sum of (i) the
Allowance;  (ii)  payment  of  the  Tenant Improvement Overage; and (iii) Tenant
Additional Payments, Landlord will refund to Tenant the difference up to the sum
of  Tenant  payments made in (ii), (iii) and (iv) above, within thirty (30) days
of Tenant's receipt of said reconciliation.  Any remaining unused Allowance will
be  held  by  Landlord, and Tenant, subject to its being in full compliance with
the  terms and provisions of the Lease and not in default thereunder, shall have
the  ability  to  utilize the remaining Allowance during the initial Term of the
Lease  for  Alterations  made  to  the  Premises, pursuant to Section 8.2 of the
Lease.  Landlord agrees to disburse to Tenant, within thirty (30) days following
receipt  of  invoices  and/or  other  reasonable documentation evidencing and/or
supporting  the  costs  incurred  for  services  performed  or material supplied
regarding  the  Alterations, in an amount not to exceed the remaining Allowance.

7.  Schedule
    --------

     Preparation  and approval of the Space Plan, Final Plans and the Work Costs
Estimate  shall proceed as indicated below and each action shall be completed on
or  before  the  date  herein  specified.  Time  is  of  the  essence.
<TABLE>
<CAPTION>


Action                                Responsibility                        Date  Due
------                                --------------                        ---------


<C>  <S>                               <C>                                   <C>
 1.    Submission of Space             Tenant                                5 days from Lease execution
       Plan to Landlord

 2.    Delivery of written approval    Landlord                              3 business days from receipt of
       of Space Plan to Tenant                                               Space Plan from Tenant
       (including any necessary
       design revision comments)

 3.    Submission of Final Plans       Tenant                                20 days from Lease execution
       to Landlord for approval
       (including any necessary
       re-design of the Final Plans)

 4.    Delivery of written approval    Landlord                              5 days from Tenant's submittal
       of Final Plans to Tenant                                              of approved Final Plans

 5.    Building Department             Landlord                              within 5 business days from
       Submission                                                                          Landlord's approval of Final Plans

 6.    Delivery of Work Costs          Landlord                              on or before submittal to
       Estimate to Tenant                                                    Building Department

 7.    Delivery of written approval    Tenant                                within 5 days after Tenant's
       of Work Costs Estimate                                                receipt of Work Costs
       to Landlord

 8.    Payment of Tenant Improvement   Tenant                                at the time of approval of Work
       Overage, if any                                                       Costs.  Tenant to remit to Landlord,
                                                                             if applicable

 9.    Receipt of Building permit;     Landlord                              estimated 4 weeks from
       commence construction of                                              submittal to City of Henderson
       Tenant Improvements
<PAGE>
10.    Substantial Completion of       Landlord                              45 days from receipt of
       Tenant Improvements                                                                 permit from City of Henderson


11.    Occupancy Date                  Landlord                              September 1, 2002
</TABLE>

8.  Delays
    ------

     8.1  Tenant  Delay. Any one or more of the following, which causes Landlord
to  be  delayed  in  substantially  completing  the Tenant Improvements shall be
deemed  to  be  a  "Tenant  Delay":


     12.  Tenant's  failure  to  complete  any  action  item  which  is  the
responsibility  of Tenant on or before the due date specified in Section 6 above
to  the  extent that such failure is not caused by failure of Landlord to timely
perform  its  obligations  in  accordance  with  the  schedule  in Section 6; or

     13.  Tenant's  changes  to  Final  Plans after the final submission date in
Section  6(iii)  above;  or

     i.  any  delay  of  Tenant  in  making  payment  to  Landlord of the Tenant
Improvement Overage or Tenant Additional Payments as provided in Section 4.3 and
Section  4.5  above,  relating  to  changes  to  Final  Plans  above;  or

     ii.  any  delay,  requested  or  caused  by  Tenant.

In  the  event  of  a  Tenant  Delay, so long as Landlord notifies Tenant that a
Tenant Delay has occurred within five (5) business days of the date of the event
causing  such  delay,  the  Occupancy Date shall be accelerated to the date that
Landlord  would  have  Substantially  Completed the Tenant Improvements, but for
such  Tenant Delay.  If for any reason Landlord cannot deliver possession of the
Premises  to  Tenant on or before the Occupancy Date, the Lease will not be void
or voidable, and Landlord will not be liable to Tenant for any resultant loss or
damage,  except  as  otherwise  provided  herein.

     7.2     Force  Majeure  Delay.  The  Occupancy Date shall be delayed by one
(1)  day  for  each  day  of  delay that is caused by any Force Majeure Delay or
Landlord  Delay.  No  Landlord  Delay  (defined  below),  Force Majeure Delay or
Tenant  Delay  shall  be  deemed  to  have  occurred  unless and until the party
claiming  such  delay  has provided written notice to the other party specifying
the action or inaction that such notifying party contends constitutes a Landlord
Delay,  Force  Majeure  Delay or Tenant Delay, as applicable.  If such action or
inaction  is  not  cured  within  one  (1) day of receipt of such notice, then a
Landlord Delay, Force Majeure Delay or Tenant Delay, as set forth in such notice
shall  be  deemed  to  have  occurred  commencing  as of the date such notice is
received  and  continuing  for  the  number  of  days  the  design of the Tenant
Improvements  and/or Tenant's move-in into the Premises was in fact delayed as a
direct  result  of  such  action  or  inaction.

The  term  "Force  Majeure"  as  used  in  this Work Letter shall mean any delay
incurred  by Tenant in the design of its Tenant Improvements or its move-in into
the  Premises  attributable  to  any:  (i)  actual  delay  or failure to perform
attributable  to  any  strike,  lockout or other labor or industrial disturbance
(whether  or  not  on  the  part  of the employee of either party hereto), civil
disturbance,  further  order  claiming  jurisdiction,  act of public enemy, war,
riot,  sabotage,  blockade, embargo; (ii) delay due to changes in any Applicable
Laws  (including,  without  limitation, the ADA); or (iii) delay attributable to
lightning,  earthquake,  fire,  storm,  hurricane,  tornado,  flood,  washout,
explosion,  or any other similar industry-wide or Building-wide cause beyond the
reasonable control of the party from whom performance is required, or any of its
contractors  or  other representatives. Any prevention, delay or stoppage due to
any Force Majeure Delay shall excuse the performance of the party affected for a
period  of  time  equal  to  any  such prevention, delay or stoppage (except the
obligations  of  either  party to pay money, including rental and other charges,
pursuant  to  the  Lease).
<PAGE>

     7.3     Landlord  Delay.  The  term  "Landlord  Delay" as used in this Work
Letter shall mean any delay in the design of the Tenant Improvements or Tenant's
move-in  into  the  Premises  which  is  due  to any act or omission of Landlord
(wrongful,  negligent  or  otherwise),  its  agents  or  contractors.  The  term
Landlord  Delay shall include, but shall not be limited to any: (i) delay in the
giving  of  authorizations  or approvals by Landlord; (ii) delay attributable to
the  acts  or  failures  to  act,  whether  willful,  negligent or otherwise, of
Landlord,  its  agents  or contractors; and (iii) delay attributable to Landlord
giving  the  Designer  incorrect Building requirement plans, or revision made to
such Building requirement or subsequent to the delivery of such items to Tenant.

In  the event that, at any time and for any reason, Tenant elects not to proceed
with or to suspend (i) the design or construction of the Tenant Improvements, or
(ii)  move  into the Premises, then, such election shall not require any further
performance  of  Landlord  under  the  Lease  or  this Work Letter, until Tenant
resumes its obligations under this Work Letter, and shall not result in an Event
of  Default by Landlord.  The only economic consequence to Tenant as a result of
such election shall be that the Occupancy Date shall be accelerated for the days
Landlord  would  have  Substantially  Completed the Tenant Improvements, but for
Tenant's  suspension  of  Tenant Improvements and Tenant's obligation to pay all
rent  shall  begin  in  accordance  with  Section  1.1.9  of  the  Lease.

9.  Miscellaneous
    -------------

     Any  default  by  either  party  under  the terms of this Work Letter shall
constitute  a default under the Lease and shall entitle either party to exercise
all  remedies  set  forth  therein.  Both  Landlord  and  Tenant  agree  to  use
reasonable  diligence  in  performing  all  of  their respective obligations and
duties  under  this  Work  Letter  and  in  proceeding with the construction and
completion  of  the  Building  and  all  Tenant  Improvements  in  the Premises.


LANDLORD                                      TENANT

CORPORATE  CTR.  IV,  LLC,                    MEGO  FINANCIAL  CORP.,
a  Nevada  limited  liability  company        a  New  York  corporation

By:     Silver  Springs,  Inc.,               _________________________________
a  Nevada  corporation,                       By:______________________________
Its  Manager                                  Title:___________________________

By:     ________________
        Gregory  E.  Jones,
        Senior  Vice  President
<PAGE>


                                    EXHIBIT D

                              2285 CORPORATE CIRCLE
                              RULES AND REGULATIONS

Tenant  agrees  as  follows:

     9.  All  loading  and unloading of supplies, equipment or the like shall be
done  only  at  such time, in the areas, and through the entrance(s) or areas as
may  be  designated  for  such purposes by Landlord. The delivery or shipping of
merchandise,  supplies and fixtures to and from the Premises shall be subject to
such  Rules  and  Regulations as, in the judgment of Landlord, are necessary for
the  proper  operation  of  the  Premises  or  the  Property.

     10.  Without  the  prior  written consent of the Landlord, Tenant shall not
sell,  or  permit  the sale at retail, of newspapers, magazines, periodicals, or
theater  tickets,  in or from the Premises, nor shall Tenant carry on, or permit
or  allow any employee or other person or carry on, the business of stenography,
typewriting  or  any similar business in or from the Premises for the service or
accommodation  of  occupants  of  any  other  portion  of  the  Building, or any
manufacturing  of  any  kind,  or  the  business of a public barber shop, beauty
parlor, or a manicuring and chiropodist business or any business other than that
specifically  provided for in the Lease. No Tenant shall obtain for use upon the
Premises  ice,  drinking  water,  towel  and  other  similar services, or accept
barbering  or bootblack services in the Premises, except from persons authorized
by  the  Landlord  and  at  hours  and  under regulations fixed by the Landlord.

     11.  Subject  to the terms of the Lease, no aerial, antenna, satellite dish
or similar device shall be erected on the roof or exterior walls of the Premises
or  in  the  Property,  without  in  each instance, the prior written consent of
Landlord,  unless  otherwise  provided  in the Lease. Any such item so installed
without  such  written consent shall be subject to removal without notice at any
time  at  Tenant's  expense.

     12. Tenant shall not, without the prior written consent of Landlord, use in
or about the Premises any advertising or promotional media such as searchlights,
loud  speakers, phonographs, or other similar visual or audio media which can be
seen  or  heard  outside  the  Premises.

     13.  Tenant  shall  keep the Premises at a temperature sufficiently high to
prevent  freezing  of  water  in  pipes  and  fixtures.

     14.  The  exterior  areas  immediately adjoining the Premises shall be kept
clean  and free from dirt and rubbish by Tenant to the satisfaction of Landlord,
and  Tenant  shall  not  place  or  permit  any  obstructions  in  such  areas.

     15.  Tenant shall not burn any trash or garbage of any kind in or about the
Premises  or  Property.

     16.  The  plumbing  facilities shall not be used for any other purpose than
that  for which they are constructed, and no foreign substance of any kind shall
be  thrown  therein.  The expense of any breakage, stoppage, or damage resulting
from  a  violation  of this provision shall be borne by the Tenant who shall, or
whose  employees, agents, servants, customers or invitees shall, have caused it.

     17.  Tenant  shall  keep  the  Premises  free  from  pests  and  vermin.

     18.  On Saturdays, Sundays or legal holidays, and on other days between the
hours  of 6 p.m. and 7 a.m., access to the Building, or to the halls, corridors,
or  stairways  in  the  Building,  or  to the Premises may be refused unless the
person  seeking  access is known to the building watchman, if any, in charge and
has  a  pass or is properly identified.  The Landlord shall in no case be liable
for  damages for the admission or exclusion from the Building of any person whom
the  Landlord  has  the  right to exclude under these Rules and Regulations.  In
case  of invasion, mob riot, public excitement, or other commotion, the Landlord
<PAGE>
reserves  the  right to prevent access to the Building during the continuance of
the  same  by  closing the doors or otherwise, for the safety of the tenants and
protection  of  property  in  the  Building.

     19.  The  Landlord  shall clean the Premises as provided in this Lease and,
except with the written consent of the Landlord, no person or persons other than
those  approved by the Landlord will be permitted to enter the Building for such
purpose,  but  the  Tenant  shall  not  cause unnecessary labor by reason of the
Tenant's  carelessness  and  indifference  in the preservation of good order and
cleanliness.

     20.  No  Tenant  shall lay linoleum or other similar floor covering so that
the same shall be affixed to the floor of the Premises in any manner except by a
paste  or  other  material  which  may  easily be removed with water, the use of
cement  or  other  similar  adhesive  materials  being expressly prohibited. The
method  of  affixing  any  such  linoleum or other similar floor covering to the
floor,  as well as the method of affixing carpets or rugs to the Premises, shall
be  subject  to  prior  approval  by  the Landlord. The expense of repairing any
damage  resulting  from a violation of this rule shall be borne by the Tenant by
whom,  or  by whose agents, clerks, employees or visitors, the damage shall have
been  caused.



     21.  No  sign,  advertisement  or  notice  visible from the exterior of the
Premises shall be inscribed, painted or affixed by the Tenant on any part of the
Building  without  the  prior  written  consent of the Landlord. If the Landlord
shall have given such consent at any time, whether before or after the execution
of  this  Lease,  such consent shall in no way operate as a waiver or release of
any  of  the  provisions  hereof or of this Lease, and shall be deemed to relate
only  to  the  particular  sign,  advertisement or notice so consented to by the
Landlord  and  shall  not  be  construed  as  dispensing  with  the necessity of
obtaining  the specific written consent of the Landlord with respect to each and
every  such  sign,  advertisement  or  notice  other  than  the particular sign,
advertisement or notice, as the case may be, so consented to by the Landlord. If
the Landlord, by a notice in writing to the Tenant, shall object to any curtain,
blind,  shade  or screen attached to, or hung in, or used in connection with any
window or door of the Premises, such use of such curtain, blind, shade or screen
shall  be  forthwith discontinued by the Tenant. No awning shall be permitted on
any  part  of  the  Premises.

     22. Tenant shall not make noises, cause disturbances, or create odors which
may  be  offensive  to  Landlord  or  to  other tenants of the Property or their
employees,  agents,  servants,  customers  or  invitees.

     23.  No  portion  of the Premises or the Property shall be used for sale or
display  of  any  obscene,  pornographic,  so  called "adult" or other offensive
merchandise  or  activities.

     24.  Without  Landlord's  prior written consent, no sign or other object or
thing  visible to public view outside of the Premises shall be placed or allowed
on  the  exterior  of  the Premises or in the interior of the Premises in such a
manner  as  shall be visible from outside the Premises. Tenant shall be required
to  properly  maintain  any  sign  permitted  under  the Lease, including prompt
repairs of any nature. Upon expiration of the Lease, Tenant shall be responsible
for  promptly  removing  any  sign  placed in and around the Premises by Tenant.
Tenant  shall  repair  all  damage  caused  to  the Building or Premises by such
removal,  including  proper "capping off" of electrical wiring. Without limiting
the  generality  of  the  foregoing,  Tenant  shall  adhere  to all requirements
contained  in  Exhibit  C  attached  to  this  Lease  and incorporated herein by
reference.

     25.  Tenant and Tenant's employees and agents shall not solicit business in
the  parking  areas  or  other  Common  Areas,  nor  shall Tenant distribute any
handbills  or other advertising matter in automobiles parked in the parking area
or  in  the  Common  Areas.

     26.  Tenant  shall  refrain  from  keeping,  displaying  or  selling  any
merchandise  or  any  object  outside  of the interior of the Premises or in any
portion  of any sidewalks, walkways or other part of the Property outside of the
Premises.  No  sales tables, merchandise displays, signs or other sections shall
be  placed  in front of, or affixed to, any part of the exterior of the Building
nor  placed  in  the  halls, common passageways, corridors, vestibule or parking
area  without  the  prior  written  consent  of  the  Landlord.

     27.  The  sidewalks, halls, passages, corridors, exits, stairways and other
Common  Areas  shall  not  be obstructed by Tenant or used for any purpose other
than  for ingress and egress to the Premises. Tenant shall not erect or maintain
<PAGE>
any  barricade  or  scaffolding  which  may obscure the signs, entrances or show
window  of  any  other tenant in the Property or tend to interfere with any such
other  tenant's  business.

     28.  Landlord  reserves the right to exclude or expel from the Property any
person  who,  in  the  judgment  of  the  Landlord  is  intoxicated or under the
influence  of  liquor, or who shall in any manner do any act in violation of any
of  the  rules  and  regulations  of  the  Property.

     29.  Tenant shall not place a load upon any floor of the Premises exceeding
the  floor  load per square foot which said floor was designed to carry or which
is  allowed  by  law.

     a.   The Landlord shall have power to prescribe the weight and position of
          safes or other large or heavy objects which shall, if considered
          necessary by the Landlord, stand on three-inch thick wood strips to
          distribute the weight. The moving of safes shall occur only between
          such hours as may be designated by, and only upon previous notice to,
          the manager of the Building and the persons employed to move safes in
          or out of the Building must be acceptable to the Landlord. No freight,
          furniture or bulky matter of any description shall be received into
          the Building except during hours and in a manner approved by the
          Landlord.

     30.  Landlord  will direct electricians as to where and how telephone wires
are to be introduced. No boring or cutting for wires will be allowed without the
consent  of  Landlord.  The  location of telephones, call boxes and other office
equipment affixed to the Premises shall be subject to the reasonable approval of
Landlord.

     31.  Tenant,  upon  termination of the Lease, shall deliver to Landlord the
keys  of  offices,  rooms  and  toilet  rooms which shall have been furnished to
Tenant  or which Tenant shall have made, and in the event of loss of any keys so
furnished,  shall  pay  Landlord  its reasonable cost therefor. Tenant shall not
alter  any lock or install any new or additional locks or any bolts on any doors
of  the Premises without the prior approval of Landlord, and if such approval is
given,  then  Tenant  shall  furnish  Landlord  with  the  key  therefor.

     32. Tenant shall see that the doors of the Premises are closed at all times
when  not  in  use  for ingress or egress and securely locked before leaving the
Building of which the Premises is a part, and that all electricity, gas, heating
or air conditioning shall likewise be carefully shut off, so as to prevent waste
or  damage,  and for any default or carelessness in connection there with Tenant
shall  make  good  all  injuries  sustained by other tenants or occupants of the
Property  by  Landlord.

     a.   Tenant  shall see that the windows, transoms and doors of the Premises
          are  closed  and  securely locked before leaving the Building and must
          observe  strict  care  not  to  leave  windows open when it rains, and
          Tenant  shall  exercise  extraordinary care and caution that all water
          faucets  or  water  apparatus  are  entirely shut-off before Tenant or
          Tenant's employees leave the Building and that all electricity, gas or
          air shall likewise be carefully shut-off as to prevent waste or damage
          and  for  any  default  or  carelessness  Tenant  shall  make good all
          injuries sustained by other tenants or occupants of the Building or by
          Landlord.


     33. Employees of Landlord shall not perform any work or do anything outside
of  their  regular  duties  unless under special instructions from Landlord, and
none  of  Landlord's  employees  will  admit  any  person  to any office without
specific  instructions  from  Landlord.

     34.  All  professional  practice  conducted  on  the  Premises  shall be in
compliance  with the Code of Ethics of such profession. All advertising, if any,
by  Tenant,  its  agents,  employees,  servants,  contractors,  and  licenses in
connection  with  the  Premises shall be in compliance with said Code of Ethics.

     35.  Landlord  reserves  the  right  to  waive  any  rule in any particular
instance  or  as  to  any  particular person or occurrence and further, Landlord
reserves  the  right  to  amend or rescind any of these Rules and Regulations or
make,  amend  or rescind new rules to the extent Landlord, in its sole judgment,
deems  suitable  for  the  safety,  care and cleanliness of the Property and the
<PAGE>
conduct  of  high  standards of performance therein. Tenant agrees to conform to
such  new  or  amended  rules  upon  receiving  written  notice  of  the  same.

     36.  Tenant shall not use any space heaters in any portion of the Premises.

     37.  There  shall  be  no  smoking  in  any  portion of the Premises or the
Building.

     38. Tenant shall not, without Landlord's prior written approval, operate or
permit  to  be  operated  on  the  Premises  any  coin or token-operated vending
machines  or  similar device for the sale or leasing to the public of any goods,
wares,  merchandise,  food,  beverages,  and  or  service,  including,  without
limitation,  pay  telephones,  pay  lockers,  pay  toilets, scales and amusement
devices.
<PAGE>
     39.  Tenant  shall refrain from using or permitting the use of the Premises
or  any  portion thereof as living quarters, sleeping quarters or lodging rooms.

     40.  Tenant  shall not, without Landlord's prior written approval, cover or
obstruct  any  windows,  glass  doors,  lights,  skylights,  canopies  or  other
apertures  that  reflect  or  admit  light  into  the  Premises.

     41.  Tenant  shall  refrain  from  keeping or permitting the keeping of any
animals  of  any  kind  in,  about or upon the Premises without Landlord's prior
written  approval.
<PAGE>

                                    EXHIBIT E

                        JANITORIAL SERVICE SPECIFICATIONS


Pursuant  to  Section  10.1  (a)  of this Lease, Landlord shall perform, or have
performed, the following janitorial services to the Premises and Common Areas of
the  Building,  subject  to  the  limitations  outlined  below:

     42.  Daily  service,  as outlined below, shall be performed five (5) nights
per  week,  typically  Sunday through Thursday, excluding all legally recognized
federal  and  state  holidays.  Any  weekly,  quarterly,  semi-annual, or annual
service, which Landlord shall deem necessary, shall be performed as scheduled by
Landlord.

     43.  Landlord may, if deemed necessary by Landlord, at its sole discretion,
utilize  a  day porter for performing specific janitorial services to the Common
Areas  of  the  Building,  during  the  hours  of  operation  of  the  Building.

     44.  Landlord's  obligation to clean the Premises shall exclude any portion
of  the  Premises  not  used  as  office  areas,  including, but not limited to,
closets,  storage rooms, mailrooms, computer areas, laboratories, and areas used
for  the  storage,  preparation,  service  or  consumption of food and beverage.
Tenant,  at  its sole cost and expense, shall cause all portions of the Premises
not used as office areas to be cleaned on a regular basis. This shall be done by
contracting  directly  with the Landlord, or at Landlord's option, directly with
Landlord's  contractor  for  cleaning  service  in  excess of those furnished by
Landlord  in  accordance  with  this  Lease.

1.     COMMON  AREAS  OTHER  THAN  RESTROOM
       ------------------------------------

     1.  Daily  Service
         --------------

     a.  Dust  and  wipe  all  lobby  walls.
     b.  Empty  cigarette  receptacles.
     c.  Empty  all  waste  containers  and  spot  clean.
     d.  Wash  and  clean  all  glass  doors.
     e.  Clean  all  drinking  fountains.
     f.  Clean  all  floor  surfaces.
     g.  Vacuum  all  mats  and  runners,  as  needed.
     h.  Clean  building  directory  glass.
     i.  Polish  all  metal.
     j.  Remove  trash  from  plantings.
     k.  Clean  all  elevators,  including  doors,  walls,  switch  plates
          and  controls,  as  specified  by  manufacturer.
     l.  Clean  sidewalks  and  plaza  areas.

B.     PREMISES
       --------

     1.  Daily  Service
         --------------

     a.  Empty  all  wastebaskets  and  trash  containers.
     b.  Install  plastic  wastebasket  liners,  replace  as  necessary.
     c.  Dust telephones, desks, chairs, file cabinets, furniture and equipment.
     d.  Wipe  furniture,  counter  tops,  tabletops  and  equipment.
     e.  Clean,  as  needed,  all  glass  and  metal  surfaces, including window
          interiors.
     f.  Vacuum  all  carpeted  areas  and  spot  clean.
     g.  Clean  vinyl  floor  surfaces.
     h.  Wipe  all  door  facings,  doors, light switches, receptacle covers and
          walls.

C.     RESTROOMS
       ---------
<PAGE>
          1.  Daily  Service
              --------------

     a.   Wash  and  disinfect  all  commodes,  urinals,  wash basins, counters,
          toilet  seats,  faucets  and  urinal  partitions.
     b.   Spot  clean  all  partitions,  ledges, light fixtures, receptacles and
          dispensers.
     c.   Empty  all  wastepaper  and  sanitary  napkin  containers.
     d.   Wash  and  clean  all  mirrors.
     e.   Clean  and  polish  all  metal  and  metal  dispensers.
     f.   Sweep  restroom  floors  and  clean  with  all germicidal disinfectant
          solution.
     g.   Refill  soap  and towel dispensers, toilet tissue holders and sanitary
          napkin  machines.
     h.   Wipe  all  door  facings, doors, light switches, receptacle covers and
          partitions.
     i.   Wipe  and  clean  all  walls to remove dust, dirt, smudges, stains and
          fingerprints.




                                    EXHIBIT F

                        EXTERIOR  DIRECTIONAL  SIGNAGE
<PAGE>
                                    EXHIBIT G

                              ROOFING REQUIREMENTS

Tenant  shall  notify  Landlord's  roofing/waterproofing  contractor, Commercial
Roofers,  Michael  Lee at 702/876-1777 ("Roofing Contractor") before any type of
work  is  performed  that  impacts  any  roofing  or waterproofing system in any
fashion.  Roofing  Contractor  shall  be  given  the  opportunity  to review all
proposed  modifications to the roofing/ waterproofing system (including, but not
limited  to,  the installation of new unit curbs, satellite dishes, vent stacks,
etc.).  Roofing  Contractor  shall  note any proposed modifications, ensure that
they  are  in  compliance  with  requirements  by  the  roofing or waterproofing
membrane  manufacturer, and shall advise Tenant of any conflicts or requirements
to  maintain  Landlord's  roofing/waterproofing  manufacturer's  guarantee.

No  roofing  or  waterproofing  work,  in any form, shall commence until Roofing
Contractor  has  reviewed  and  approved  all  proposed roofing or waterproofing
modifications  and developed a cost proposal regarding said items.  Tenant shall
be  liable  for  any  and  all  costs  relating  to any roofing or waterproofing
modifications.  In  the  event  that Tenant fails to adhere to these guidelines,
Landlord shall have the right to direct Roofing Contractor to make all necessary
changes  to  the roofing or waterproofing system in order to maintain Landlord's
roofing or waterproofing warranty (including, but not limited to, new roofing or
waterproofing  membrane  items  and all associated items such as HVAC equipment,
electrical,  etc.)  said  costs  shall  then  be  passed  on  to  the  Tenant.

Tenant  shall adhere to the guidelines set above.  Should Tenant be uncertain of
any  potential  impacts to any roofing or waterproofing system, they shall first
contact  the  Roofing  Contractor  for  clarification.
<PAGE>


                                  Lease between

                             CORPORATE CTR. IV, LLC,
                       a Nevada limited liability company,

                                       as
                                    Landlord,


                                       and


                              MEGO FINANCIAL CORP.,
                             a New York corporation,

                                       as
                                     Tenant,


                                       in
                              2285 Corporate Circle
                                Henderson, Nevada


                                May _____ , 2002






<PAGE>



SECTION  1  DEFINITIONS                                   Page  -1-
            -----------
1.1     DEFINITIONS                                       Page  -1-
     1.1.1  "ADDITIONAL  RENT"                            Page  -1-
     1.1.2  "ADJUSTMENT  MONTH"                           Page  -1-
     1.1.3  "AGGREGATE  MONTHLY  RENT"                    Page  -1-
     1.1.4  "ALLOWANCE"                                   Page  -1-
     1.1.5  "BASE  RENT"                                  Page  -1-
     1.1.6  "BASE  YEAR"                                  Page  -1-
     1.1.7  "BROKER"                                      Page  -1-
     1.1.8  "BUILDING"                                    Page  -1-
     1.1.9  "COMMENCEMENT  DATE"                          Page  -1-
     1.1.10  "COMMON  AREAS"                                         Page  -1-
     1.1.11  "DEFAULT  INTEREST  RATE"                    Page  -1-
     1.1.12  "LANDLORD'S  WORK"                           Page  -1-
     1.1.13  "LANDLORD'S  SHARE"                                    Page  -1-
     1.1.14  "LEASE  YEAR"                                Page  -1-
     1.1.15  "MORTGAGEE"                                  Page  -1-
     1.1.16  "OCCUPANCY  DATE"                            Page  -2-
     1.1.17  "PREMISES"                                   Page  -2-
     1.1.18  "PROPERTY"                                   Page  -2-
     1.1.19  "PROPERTY  OPERATING  COSTS"                 Page  -2-
     1.1.20  "RENTABLE  AREA"                             Page  -2-
     1.1.21  "SUBSTANTIALLY  COMPLETE  OR
              SUBSTANTIAL  COMPLETION"                    Page  -2-
     1.1.22  "TENANT  IMPROVEMENTS"                       Page  -2-
     1.1.23  "TENANT'S  PRO-RATA  PORTION"                Page  -2-
     1.1.24  "TENANT'S  SHARE"                            Page  -2-
     1.1.25  "TERM"                                       Page  -2-
     1.1.26  "USABLE  AREA"                               Page  -2-
     1.1.27  "UTILITIES"                                               Page  -2-

SECTION  2   PREMISES                                     Page  -2-
             --------
2.1  PREMISES                                             Page  -2-
     2.1.1  RENTAL  AREA                                  Page  -3-
     2.1.2  LANDLORD'S  RESERVATIONS                      Page  -3-
     2.2  DECLARATION                                     Page  -3-

SECTION  3BASE  RENT                                      Page  -3-
          ----------
3.1     BASE  RENT                                        Page  -3-
     3.1.1  FIRST  MONTH'S  RENTAL  OBLIGATION            Page  -3-
3.2  BASE  RENT  INCREASES                                Page  -3-
3.3  ADDITIONAL  RENT                                     Page  -3-
     3.3.1  TENANT'S  SHARE  OF  PROPERTY
            OPERATING  COSTS                              Page  -3-
     3.3.2  NOTIFICATION  OF  PROPERTY
            OPERATING  COSTS                              Page  -3-
     3.3.3  PROPERTY  OPERATING  COSTS                           Page  -4-
     3.3.4  PROPERTY  OPERATING  COST  EXCLUSIONS         Page  -5-
     3.3.5  IMPOSITIONS                                   Page  -5-
3.4  EXPENDITURES  BY  LANDLORD                           Page  -6-
3.5  MONETARY  PAYMENTS                                   Page  -6-

SECTION  4RIGHT  OF  AUDIT                                Page  -6-
          ----------------
4.1     RIGHT  OF  AUDIT                                  Page  -6-
     4.1.1  AUDIT  CONFIDENTIALITY                        Page  -6-

SECTION  5SECURITY  DEPOSIT                               Page  -7-
          -----------------
5.1  SECURITY  DEPOSIT                                    Page  -7-
     5.1.1  RETURN  OF  DEPOSIT                           Page  -7-
<PAGE>

     5.1.2  NO  RIGHT  OF  TENANT  TO  ENCUMBER  DEPOSIT  Page  -7-
     5.2  NO  RIGHT  OF  DEDUCTION                        Page  -7-
     5.1  RIGHT  TO  RAISE  SECURITY  DEPOSIT             Page  -7-

SECTION  6POSSESSION  AND  SURRENDER                      Page  -7-
          --------------------------
6.1  POSSESSION  OF  THE  PREMISES                        Page  -7-
6.2  SURRENDER                                            Page  -8-

SECTION  7USE  OF  PREMISES                               Page  -8-
          -----------------
7.1     USE  OF  PREMISES                                 Page  -8-
7.2     MAINTENANCE  AND  REPAIR                                  Page  -8-
7.3     STORAGE  OF  GARBAGE                              Page  -8-
7.4     ABIDANCE  OF  RULES  AND  REGULATIONS             Page  -8-
7.5     COMMERCIALLY  REASONABLE  OPERATION               Page  -8-
7.6     PROHIBITION  AGAINST  INTERFERENCE
        WITH  OTHER  TENANTS                              Page  -8-
7.7     USE  OF  COMMON  AREAS                            Page  -8-
7.8     PARKING                                           Page  -9-
7.9     TRADEMARK  RESTRICTIONS                           Page  -9-
     7.9.1  TRADEMARK                                     Page  -9-
7.10     GAMING                                           Page  -9-
7.11     SATELLITE  DISH                                  Page  -9-

SECTION  8   IMPROVEMENTS,  SIGNAGE  AND  ALTERATIONS     Page  -9-
             ----------------------------------------
8.1     IMPROVEMENTS                                      Page  -9-
     8.1.1  EXTERIOR  DIRECTIONAL  SIGNAGE                Page  -9-
     8.1.2  DIRECTORY  SIGNAGE                            Page  -9-
     8.1.3  MONUMENT  SIGNAGE                            Page  -10-
8.2     ALTERATIONS                                      Page  -10-
8.3     HOLD  HARMLESS                                   Page  -10-
     8.3.1  LIABILITY  INSURANCE                         Page  -10-
8.4     COMPLIANCE  WITH  APPLICABLE  LAW                Page  -10-
8.5     LIENS                                            Page  -10-

SECTION  9   PARKING  AND  COMMON  AREAS                 Page  -10-
             ---------------------------
9.1     COMMON  AREAS                                    Page  -10-
9.2     PARKING  SPACE  LEASING                          Page  -11-
     9.2.1  COVERED  PARKING                             Page  -11-

SECTION  10  LANDLORD'S  SERVICES                        Page  -11-
             --------------------
10.1     LANDLORD  SERVICES                              Page  -11-
10.2     IMPROVEMENTS  TO  COMMON  AREAS                 Page  -12-
10.3     LANDLORD'S  DUTY  TO  REPAIR                    Page  -13-
     10.3.1  UTILITY  SERVICE  FACILITIES                      Page  -13-

SECTION  11  LAWS  AND  REGULATIONS                      Page  -13-
             ----------------------
11.1     AMERICANS  WITH  DISABILITIES  ACT              Page  -13-
11.2     INSURANCE  SERVICES  OFFICE                     Page  -13-
11.3     STORAGE  OF  DISPOSITION  OF
         HAZARDOUS  MATERIALS                            Page  -13-
     11.3.1  HAZARDOUS  MATERIALS  AND  SUBSTANCES         Page  -13-
11.4     INDEMNIFICATION                                 Page  -13-
     11.4.1  EXCLUSION  FOR  TENANT'S  LIABILITY         Page  -14-
11.5     JEOPARDIZE  INSURANCE  POLICIES                 Page  -14-

SECTION  12    TAXES                                     Page  -14-
               -----
12.1     TAXES                                           Page  -14-
12.2     EXCISE  TAX                                     Page  -14-
     12.2.1  CONTEST  VALIDITY                           Page  -14-

SECTION  13    INSURANCE                                 Page  -14-
               ---------
<PAGE>
13.1     GENERAL  LIABILITY  INSURANCE                   Page  -14-
13.2     SPECIAL  PERIL  PROPERTY  INSURANCE             Page  -14-
13.3     CERTIFICATE  OF  INSURANCE                      Page  -15-
13.4     USE  OF  PREMISES                               Page  -15-
13.5     WAIVER  OF  RECOVERY  RIGHTS                    Page  -15-
13.6     WAIVER  OF  SUBROGATION                         Page  -15-
13.7     PROHIBITED  SALES  OR  ACTIVITY                 Page  -15-
13.8     PROHIBITED  USE  DEEMED  ULTRA  HAZARDOUS       Page  -15-
13.9     LANDLORD'S  MAINTENANCE  OF  SPECIAL  PERIL
         PROPERTY INSURANCE                              Page  -15-
13.10    LANDLORD'S  MAINTENANCE  OF  GENERAL
         LIABILITY INSURANCE                             Page  -15-

SECTION  14    INDEMNIFICATION                           Page  -16-
               ---------------
14.1     INDEMNIFICATION                                 Page  -16-
14.2     LANDLORD'S  LIABILITY                           Page  -16-

SECTION  15    SUBORDINATION  AND  NONDISTURBANCE        Page  -16-
               ----------------------------------
15.1     SUBORDINATION                                   Page  -16-
15.2     PRIOR  LIEN                                     Page  -16-
15.3     ATTORNMENT                                      Page  -16-
15.4     NONDISTURBANCE                                  Page  -16-

SECTION  16ASSIGNMENT  AND  SUBLETTING                   Page  -16-
           ---------------------------
16.1     ASSIGNMENT                                      Page  -16-
     16.1.1  PERMITTED  ASSIGNEES                        Page  -17-
     16.1.2  PROPOSED  ASSIGNEE                          Page  -17-
     16.1.3  DEFAULT                                     Page  -17-
16.2     OPTION  TO  TERMINATE                           Page  -17-
16.3     BONUS  RENT                                     Page  -17-
16.4     REMEDIES                                        Page  -17-
16.5     PROCESSING  FEE                                 Page  -18-

SECTION  17     CONDEMNATION                            Page  -18-
                ------------

SECTION  18     DAMAGE  OR  DESTRUCTION                 Page  -18-
                -----------------------
18.1     DESTRUCTION  OF  PREMISES                      Page  -18-
18.2     RECONSTRUCTION                                 Page  -18-
     18.2.1  LEASE  TERMINATION                         Page  -18-
18.3     INSURANCE  PROCEEDS  MAINTAINED  BY  TENANT    Page  -18-
18.4     INSURANCE  PROCEEDS  MAINTAINED  BY  LANDLORD  Page  -19-

SECTION  19    RIGHT  OF  ACCESS                        Page  -19-
               -----------------
19.1     RIGHT  OF  ACCESS                              Page  -19-
19.2     PERFORMANCE  OF  WORK                          Page  -19-
19.3     EXHIBITING  PREMISES                           Page  -19-

SECTION  20    ESTOPPEL  CERTIFICATE                    Page  -19-
               ---------------------

SECTION  21    TENANT'S  DEFAULT/LANDLORD'S  REMEDIES   Page  -19-
               --------------------------------------
21.1     EVENTS  OF  DEFAULT                            Page  -19-
     21.1.1  NON-PAYMENT  OF  MONEY                     Page  -19-
     21.1.2  NON-MONETARY  NON-PERFORMANCE              Page  -19-
     21.1.3  ABANDONMENT  OF  PREMISES                  Page  -20-
     21.1.4  BANKRUPTCY                                 Page  -20-
     21.1.5  MECHANIC  LIENS                            Page  -20-
     21.1.6  FALSIFIED  FINANCIAL  REPORTS              Page  -20-
     21.1.7  FAILURE  TO  OBTAIN  POLICIES AND/OR
             CERTIFICATES OF INSURANCE                  Page  -20-
     21.1.8  FAILURE  TO  OBTAIN  CONSENT               Page  -20-
     21.1.9  INTENTIONALLY  OMITTED                     Page  -20-
     21.1.10  INTENTIONALLY  OMITTED                    Page  -20-
<PAGE>
     21.1.11  FAILURE  TO  PERFORM  OTHER  OBLIGATIONS  Page  -20-
     21.1.12  CROSS-DEFAULTS                            Page  -20-
21.2     ADDITIONAL  REMEDIES                           Page  -20-
21.3     RIGHT  TO  POSSESSION                          Page  -21-
21.4     LOSS  OF  BARGAIN                              Page  -21-
21.5     ACTIONS  FOR  RECOVERY                         Page  -21-
21.6     ACTIONS  FOR  ALL  RENT                        Page  -21-
21.7     LANDLORD  NOT  LIABLE  FOR  TRESPASS           Page  -21-
21.8     NO  WAIVER                                     Page  -21-
21.9     LIQUIDATED  DAMAGES                            Page  -21-
21.10    ADMINISTRATIVE  AND  INTEREST  CHARGES         Page  -22-
21.11    LANDLORD'S  LIEN                               Page  -22-

SECTION  22    QUIET  POSSESSION                        Page  -22-
               -----------------

SECTION  23    CONVEYANCE  BY  LANDLORD                 Page  -22-
               ------------------------

SECTION  24    DEFAULT  BY  LANDLORD                    Page  -22-
               ---------------------

SECTION  25    FORCE  MAJEURE                           Page  -22-
               --------------

SECTION  26    NOTICES                                  Page  -23-
               -------
26.1     NOTICES     Page  -23-
     26.1.1  ADDRESS  OF  LANDLORD                      Page  -23-
     26.1.2  ADDRESS  OF  TENANT                        Page  -23-
26.2     CHANGE  OF  ADDRESS                            Page  -23-

SECTION  27    HOLDOVER  TENANCY                        Page  -23-
               -----------------

SECTION  28    REMEDIES  CUMULATIVE                     Page  -23-
               --------------------

SECTION  29    SUCCESSORS  AND  ASSIGNS                 Page  -23-
               ------------------------

SECTION  30    PARTIAL  INVALIDITY                      Page  -24-
               -------------------

SECTION  31    TIME  OF  THE  ESSENCE                   Page  -24-
               ----------------------

SECTION  32    ENTIRE  AGREEMENT                        Page  -24-
               -----------------

SECTION  33    NO  PARTNERSHIP                          Page  -24-
               ---------------

SECTION  34    BROKERS                                   Page  -24-
               -------

SECTION  35    SAVINGS  CLAUSE                           Page  -24-
               ---------------

SECTION  36    ATTORNEYS'  FEES                          Page  -24-
               ----------------

SECTION  37    INSOLVENCY  AND  DEATH                    Page  -24-
               ----------------------

SECTION  38    GENERAL  PROVISIONS                       Page  -24-
               -------------------
38.1     CAPTIONS                                        Page  -24-
38.2     PRONOUNS                                        Page  -24-
38.3     GOVERNING  LAW                                  Page  -24-
38.4     Words  of  Obligation                           Page  -25-
38.5     JOINT  AND  SEVERAL  LIABILITY                  Page  -25-
38.6     EXECUTION  OF  LEASE                            Page  -25-
<PAGE>
     38.6.1  DEPOSIT                                     Page  -25-
38.7     NOTICE  OF  CLAIM                               Page  -25-
38.8     NEUTRAL  CONSTRUCTION                           Page  -25-
38.9     CONSTRUCTION  ALLOWANCE                         Page  -25-
38.10     THIRD  PARTY  BENEFICIARY  STATUS              Page  -25-
38.11     LIMITED  LIABILITY                             Page  -25-

SECTION  39    OPTION  TO  EXTEND                        Page  -25-
               ------------------
39.1     EXTENSION  TERM                                 Page  -25-
     39.1.1  COMMENCEMENT  DATE                          Page  -25-
39.2     NOTICE  OF  ELECTION                            Page  -25-
     39.2.1  ADJUSTMENT  OF  BASE  RENT                  Page  -25-
39.3     TERMINATION  OF  OPTION  TO  EXTEND             Page  -26-

<PAGE>
                                    EXHIBITS
                                    --------

EXHIBIT  A-1     LEGAL  DESCRIPTION  OF  PROPERTY
EXHIBIT  A-2     SITE  PLAN  OF  PROPERTY
EXHIBIT  A-3     SCHEMATIC  OF  BUILDING
EXHIBIT  A-4     SITE  PLAN  OF  PREMISES  WITHIN  BUILDING
EXHIBIT  A-5     SCHEMATIC  OF  PREMISES
EXHIBIT  B       MEMORANDUM OF COMMENCEMENT DATE AND CONFIRMATION
                 OF RENTABLE AREA OF  THE  PREMISES
EXHIBIT  C       LANDLORD'S  WORK  LETTER
EXHIBIT  D       RULES  AND  REGULATIONS
EXHIBIT  E       JANITORIAL  SERVICE  SPECIFICATIONS
EXHIBIT  F       EXTERIOR  DIRECTIONAL  SIGNAGE
EXHIBIT  G       ROOFING  REQUIREMENTS




</TEXT>
</DOCUMENT>
