JB OXFORD HOLDINGS INC
LEASE AGREEMENT BETWEEN KENNEDY-WILSON AND JB
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>LEASE AGREEMENT BETWEEN KENNEDY-WILSON AND JB
<TEXT>

<PAGE>

                                                                   Exhibit 10.11

                                   SUBLEASE


     Sublessor hereby leases to Sublessee and Sublessee hereby hires from
Sublessor the Premises hereinafter described on the terms and conditions set
forth in this Sublease Agreement (hereinafter called this "Sublease"), dated for
reference purposes only January 18, 2001.

                           BASIC SUBLEASE PROVISIONS

     The words and figures set forth in Paragraph A to W, inclusive, are part of
this Sublease wherever appropriate reference is made thereto, unless they are
expressly modified elsewhere in this Sublease.

A.   Sublessor:                 Kennedy-Wilson International, a California
                                corporation, dba Kennedy-Wilson Properties, Ltd.

B.    First Sublessor:          U.S. Bank National Association, as successor in
                                interest to Santa Monica Bank.

C.    Sublessee:                JB Oxford & Company, a Utah corporation

D.    Lessor:                   Wilshire-Camden Associates, a California limited
                                partnership, c/o Kennedy-Wilson Properties, Ltd,
                                9601 Wilshire Blvd, Ste G1-25, Beverly Hills, CA
                                90210.

E.    Master Lease:             Masterlease dated March 17, 1977 between
                                WILSHIRE-CAMDEN ASSOCIATES, predecessor in
                                interest, to WILSHIRE-CAMDEN ASSOCIATES as
                                Landlord and AMERICAN CITY BANK, predecessor in
                                interest to SANTA MONICA BANK, predecessor in
                                interest to U.S. BANK NATIONAL ASSOCIATION, as
                                Tenant.

F.    First Sublease:           Sublease dated June 15, 1999, by and between
                                Kennedy-Wilson International dba Kennedy-Wilson
                                Properties, Ltd. as Sublessee and Santa Monica
                                Bank as Sublessor for the Premises commonly
                                known as Suite GF-3, containing approximately
                                8,258 rentable square feet in that certain
                                office building located at 9601 Wilshire Blvd,
                                Beverly Hills, CA 90210.

G.   Building:                  9601 Wilshire Blvd, Beverly Hills, CA

H.   Premises:                  Approximately 8,258 rentable square feet of
                                space on the ground floor commonly known as
                                Suite GF-3 as shown on the attached Exhibit "A".

I.   Use of Premises:           The subject space shall be used for general
                                office use only, including use for a retail
                                stock brokerage company.

J.   Term Commencement Date:    Upon the earlier to occur of Sublessee's
                                occupancy of the Premises for conducting
                                business or ninety (90) days following mutual
                                execution and delivery of this Sublease,
                                including all requisite approvals.
                                Notwithstanding the foregoing, upon mutual
                                execution and delivery of this sublease,
                                including all requisite approvals, Sublessee
                                shall have the right to enter the Premises for
                                the purpose of commencing the Tenant Improvement
                                Work.


K.   Termination Date:          June 30, 2004

L.   Minimum Monthly Rent:      Twenty-Five Thousand Five Hundred Ninety-Nine
                                and
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                                        80/100 Dollars ($25,599.80)

M.   Security Deposit:                  $25,599.80

N.   Prepaid Rent:                      $25,599.80

0.   Rent Abatement:                    None.

P.   Base Year/Operating Expenses:      Subtenant shall assume Sublessor's
                                        obligations for Operating Expenses as
                                        they relate to the Premises per the
                                        Master Lease, except that the Base Year
                                        for calculating Sublessee's Operating
                                        Expenses and Real Estate Tax obligations
                                        shall be the Calendar year 2001.
                                        Sublessee shall be responsible for 100%
                                        of the payment of the Beverly Hills
                                        Business Tax. All payments related to
                                        the Premises shall be paid by the
                                        Subtenant to Sublessor.

Q.   Utilities:                         Sublessee shall provide and pay for its
                                        own utilities and Janitorial services
                                        for the Premises.

R.   Parking:                           Parking shall be pursuant to the terms
                                        of the Master Lease.

S.   Tenant Improvement Allowance:      Sublessee shall accept possession of the
                                        Premises in its "as-is, where-is
                                        condition, with all faults", and
                                        Sublessor shall not be required to
                                        provide any improvements or the funds
                                        for any improvements except as stated
                                        below. Sublessee shall have the use of
                                        Sublessor's modular furniture located in
                                        the Premises (however the modular
                                        furniture shall still be the property of
                                        Sublessor) and shall be responsible for
                                        the maintenance and repair of such
                                        modular furniture, subject to customary
                                        wear and tear, provided that Sublessee
                                        may choose not to retain the modular
                                        furniture in the Premises and may, by
                                        written notice to Sublessor, request
                                        that the modular furniture be removed
                                        prior to Sublessee's taking possession
                                        of the Premises.

T.   First Sublessor's Address:         US Bancorp
                                        601 - 2nd Avenue South
                                        Minneapolis, MN 55402-4302
                                        Attn: Jeffrey W. Shea, Corporate Counsel

U.   Sublessor's Address:               Kennedy-Wilson International, Inc.
                                        c/o Kennedy-Wilson Properties, Ltd.
                                        960l Wilshire Blvd., Suite GL-25
                                        Beverly Hills, CA 90210

V.   Sublessee's Address:               JB Oxford & Company
                                        9665 Wilshire Blvd., Suite 300
                                        Beverly Hills, CA 90210

W.   Options:                           Two options to renew, as defined in
                                        Paragraph 45 of the First Sublease,
                                        provided that the "rent" and
                                        "escalations" as referred to in the
                                        Options to Renew shall be the "rent" and
                                        "escalations" that Sublessee is
                                        obligated to pay under the terms and
                                        conditions of this Sublease.

X.   Signage:                           Sublessee shall have the rights to
                                        signage pursuant to the signage rights
                                        granted to Sublessor in Paragraph X of
                                        the
<PAGE>

                                        First Sublease. All signage shall be
                                        subject to approval by the City of
                                        Beverly Hills, First Sublessor (not to
                                        be unreasonably withheld) and Lessor.

Y.   Contingency:                       This sublease shall be contingent upon
                                        signage approval from the City of
                                        Beverly Hills, First Sublessor and
                                        Sublessor. In the event such signage is
                                        not approved as indicated on Exhibit A
                                        in the sublease document, this Sublease
                                        shall be null and void. In addition, it
                                        is understood and agreed that the 90 day
                                        time period for Sublessee's build-out of
                                        the Premises shall not commence until
                                        such signage is approved by all parties.

Master Lease: Premises and Common Areas.

     A.   Other than the terms and conditions outlined in  this Sublease, this
Sublease is subject to the terms and conditions of the Master Lease and the
First Sublease.  Wherever in this Sublease it is provided that either Lessor or
Sublessor has certain rights or privileges, such rights and privileges shall be
exercised in accordance with and subject to the terms of the Master Lease or
First Sublease, except as modified or deleted pursuant to the terms of this
Sublease.

     B.   Subject to the terms and provisions herein contained, and to the terms
and provisions of the Master Lease and First Sublease, Sublessor hereby leases
to Sublessee hereby leases from Sublessor the Premises.

     C.   Sublessee shall have the  nonexclusive right to use in common with
other tenants of the Building, the landscaped areas and common walkways located
in or adjacent to the Building.

     D.   This Sublease is contingent upon the written approval of the First
Sublessor.

2.   Term.     This Sublease shall be effective as of the mutual execution and
delivery of this Sublease, including all requisite approvals, but the term of
this Sublease shall commence on the Commencement Date and shall continue for the
Term set forth in the Basic Sublease Provisions, terminating on the Termination
Date unless extended or sooner terminated in accordance with the provisions of
this Sublease.

3.   Possession.

     a.   If Sublessor, for any reason whatsoever, cannot deliver possession of
the Premises to Sublessee within the later of thirty (30) days of receipt of
First Sublessor's consent or at the commencement of the term hereof, this
Sublease shall not be void or voidable, nor shall Sublessor be liable to
Sublessee for any loss or damage resulting therefrom, nor shall the expiration
date of the above term be in anyway extended, but in that event, all rent shall
be abated during the period between commencement of said term and the time when
the Sublessor delivers possession.

     b.   In the event Sublessor shall permit Sublessee to occupy the Premises
prior to the commencement date of the term, such occupancy shall be subject to
all the provisions of this Sublease. Said early possession shall not advance the
termination date hereinabove provided.

4.   Rent.  Sublessee agrees to pay to Sublessor the Minimum Monthly Rent on or
before the first day of the first full calendar month of the term hereof and a
like sum on or before the first day of each and every successive calendar month
thereafter during the term hereof, except that the first month's rent shall be
paid upon the execution hereof.  Rent for any period during the term hereof
which is for less than one (1) month shall be a prorated portion of the monthly
installment  herein, based upon a thirty (30) day month.  Rental shall be paid
to Sublessor, without deduction or offset, in lawful money of the United States
of America, which shall be legal tender at the time of payment to such person or
place as Sublessor may from time to time designate in writing.
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     Any costs incurred by Sublessor in providing auxiliary aids or services or
in undertaking barrier removal efforts as defined in and pursuant to the
Americans With Disabilities Act of 1990 and the regulations promulgated
thereunder, as the same may be amended or supplemented from time to time, or in
any similar federal, state, or local law or ordinance which are directly
attributable to or arise primarily from Sublessee's use or occupancy of or
improvements to the Premises shall be deemed additional rent, and shall be paid
in full by Sublessee within 30 days after Sublessor gives Sublessee written
notice that such cost has been incurred by Sublessor.

     All direct expenses and other costs and expenses which Sublessee is
required to pay hereunder, together with all interest and penalties that may
accrue thereon in the event of Sublessee's failure to pay such amounts
(including interest and late charges), and all damages, costs and expenses which
Sublessor may incur by reason of any default of Sublessee or failure on
Sublessee's part to comply with the terms of this Sublease, including
Sublessor's reasonable and actual attorney's fees, shall be deemed to be
additional rent and, in the event of nonpayment by Sublessee, Sublessor shall l
have all rights and remedies with respect thereto as Sublessor has for the
nonpayment of Minimum Monthly Rent.

5.   Use.  Sublessee shall use the Premises as described in the Basic Sublease
Provisions and shall not use or allow the Premises to be used for any other
purpose without the prior written consent of Sublessor.  Sublessee shall not use
or occupy the Premises in violation of law or of the certificate of occupancy
issued for the Building, and shall, upon written notice from Lessor or Sublessor
discontinue any use of the Premises which is declared by any governmental
authority having jurisdiction to be a violation of law or of said certificate of
occupancy.  Sublessee, at its sole cost and expense, agrees to comply with all
laws, rules, regulations and directions of any governmental authority having
jurisdiction which shall, by reason of the nature of Sublessee's use or
occupancy of the Premises, impose any duty upon Sublessee, Sublessor, or Lessor
with respect to the Premises or with respect to the use or occupation thereof.
Sublessee shall not do or permit to be done anything which will invalidate or
increase the cost of any fire coverage, extended coverage or any other insurance
policy covering the Building and shall comply with all rules, orders,
regulations and requirements of the Pacific Fire Rating Bureau or any other
organization performing a similar function.  Sublessee shall promptly, upon
demand, reimburse Sublessor for any additional insurance premium charged by
reason of Sublessee's failure to comply with the provisions of this Article.
Sublessee shall not do or permit anything to be done in or about the premises
which will in any way obstruct or interfere with the right of other tenants or
occupants of the Building, their guests or invitees, or injure or annoy them, or
use or allow the Premises to be used for any improper, immoral, unlawful or
objectionable purpose, nor shall Sublessee cause, maintain or permit any
nuisance in, on or about the Premises.   Sublessee shall not commit or suffer to
be committed any waste in or upon the Premises.

6.   Surrender of Premises.  On expiration or termination of the term of the
Sublease, Sublessee shall surrender to Sublessor the Premises and all
Sublessee's improvements and alterations in good condition (except for ordinary
wear and tear occurring after the last maintenance made by Sublessee and
destruction to the Premises as covered by section 15), provided, however, if
Sublessee, with Sublessor's and Lessor's consent, elects to remove any
alterations or Sublessee's personal property, Sublessee shall, at Sublessee's
sole cost and expense, restore the  Premises by the expiration or within 3 days
of the expiration of the term of the Sublease.

     Sublessor can elect to retain or dispose of in any manner any alterations
or Sublessee's personal property that Sublessee does not remove from the
Premises on expiration or termination of the term of the Sublease as allowed or
required by this Sublease by giving at least 5 days' notice to Sublessee.  Title
to any such alterations or Sublessee's personal property that Sublessor elects
to retain or dispose of on expiration of the 5 day period shall vest in
Sublessor.  Sublessee waives all claims against Sublessor for any damage to
Sublessee resulting from Sublessor's retention or disposition of any such
alterations or Sublessee's personal property.  Sublessee shall be liable to
Sublessor for Sublessor's cost of storing, removing, and disposing of any
alterations or Sublessee's personal property and of restoration of the Premises
after such removal.

     If Sublessee fails to surrender the Premises on expiration of the term as
required by this section, Sublessee shall pay Sublessor as rent during any such
holdover period one and one-half (1 1/2) times rent due under this Sublease, and
Sublessee shall agree to indemnify and hold Sublessor harmless from all damages
resulting from Sublessee's failure to
<PAGE>

surrender the Premises, including, without limitation, claims made by a
succeeding Sublessee or from Lessor.

7.   Construction, Repairs and Maintenance.

     A. Sublessee's Obligations.

        (1)  Sublessee shall be entitled to construct such initial leasehold
improvements to the Premises, at the outset of this Sublease, as Sublessee may
reasonably require in order that the Premises may be used for the purpose herein
specified (herein referred to as "Sublessee's Work"). Sublessee's Work shall be
performed by a reputable contractor or contractors, who shall be subject to
Sublessor's, First Sublessor's and Lessor's approval, which approval shall not
be unreasonably withheld, and in accordance with detailed plans and
specifications which shall be prepared by Sublessee and submitted to Sublessor
and Lessor in advance of the commencement of Sublessee's Work for Sublessor's
and Lessor's approval

        (2)  Sublessee shall be responsible for all repairs and alterations in
and to the Premises, Building and the facilities and systems thereof, the need
for which arises out of: (i) Sublessee's use or occupancy of the Premises; (ii)
the installation, removal, use or operation of Sublessee's property in the
Premises; (iii) the moving of Sublessee's property into or out of the Building;
or (iv) the act, omission, misuse or negligence of Sublessee, its agents,
contractors, employees or invitees.

        (3)  If Sublessee fails to maintain the Premises in good order,
condition and repair, then Sublessor or Lessor shall give Sublessee written
notice to perform such work to maintain the premises in good order, condition
and repair within thirty (30) days of receipt of said notice. Sublessee shall
not be in violation of this provision if the maintenance or repair is such that
cannot be completed within thirty (30) days, but such repairs or maintenance
were commenced within such thirty (30) day period. If Sublessee has not
performed such work at the termination of the thirty (30) days from when
Sublessee received notice to perform such work the Lessor or Sublessor shall
have the right (but not the obligation) to do such acts and expend such funds,
at the expense of Sublessee, as are reasonably required to perform such work.
Any amount so expended by Sublessor and Lessor shall be paid by Sublessee as
Additional Rent promptly after demand with interest at the maximum rate then
allowed by law. Sublessor and Lessor shall have no liability to Sublessee for
any damage, inconvenience or interference with the use of the Premises by
Sublessee as a result of performing any such work.

        (4)  Sublessee shall do all acts required to comply with all applicable
laws, ordinances and rules of any public authority relating to its maintenance
obligations as set forth herein.

        (5)  Except as otherwise expressly provided in this Sublease, First
Sublessor, Sublessor and Lessor shall have no liability to Sublessee, nor shall
Sublessee's obligations under this Sublease be reduced or abated in any manner
whatsoever, by reason of any inconvenience, annoyance, interruption or injury to
business arising from First Sublessor's, Lessor's or Sublessor's making any
reasonable repairs or changes which First Sublessor, Lessor or Sublessor are
required or permitted to make under the Master Lease or First Sublease, other
than that which may be caused by the negligence or intentional act of Lessor,
First Sublessor or Sublessor, this Sublease or by any other sublessee's
Sublease, tenant lease  or required by law to make in or to any portion of the
Building or the Premises.

        (6)  Sublessee shall give Sublessor, First Sublessor and Lessor, prompt
notice of any damage to or defective condition in any part or appurtenance of
the Building's mechanical, electrical, plumbing, HVAC or other systems serving,
located in, or passing through the Premises.

        (7)  Upon the expiration or earlier termination of this Sublease,
Sublessee shall return the Premises to Sublessor, First Sublessor and Lessor
clean and in the same condition as of the date Sublessee took possession, except
for normal wear and tear and for any previously
<PAGE>

approved reconfiguration. Any damage to the Premises, including any structural
damage, resulting from Sublessee's use or from the removal of Sublessee's trade
fixtures, furnishings and equipment shall be repaired by Sublessee expense.

     B.   Sublessor's Obligations.  Sublessee agrees to accept possession of the
Premises "As Is" and neither Sublessor, First Sublessor or Lessor shall be
obligated to construct any other Tenant improvements.

8.   Alterations and Additions.

     A.   Except as provided in Article 7, Sublessee shall not, without the
prior written consent of Lessor, First Sublessor or Sublessor, make any
alterations, decorations, additions or improvements in or to the Premises.

     B.   Sublessee covenants and agrees that all work done by Sublessee shall
be performed in full compliance with all laws, rules, orders, ordinances,
directions, regulations and requirements of all government agencies, offices and
departments having jurisdiction.  Sublessee further covenants and agrees that
any mechanic's lien filed against the Premises or the Building for work claimed
to have been done for, or materials claimed to have been furnished to Sublessee,
will be discharged by Sublessee, by bond or otherwise, within thirty (30) days
after the filing thereof, at the cost and expense of Sublessee.  All
alterations, decorations, additions or improvements upon the Premises, made by
Sublessee shall, unless Sublessee elects otherwise, become the property of
Lessor, as provided in the Master Sublease, and shall remain upon, and be
surrendered with the Premises, as a part thereof, at the end of the Term.

     C.   All articles of personal property and all business and trade fixtures,
machinery and equipment, furniture and movable partitions owned by Sublessee or
installed by Sublessee at its expense in the Premises (collectively,
"Sublessee's Property") shall be and remain the property of Sublessee and may be
removed by Sublessee at any time during the Term, provided Sublessee is not in
default hereunder, and provided further that Sublessee shall repair any damage
caused by such removal. If Sublessee shall fail to remove all Sublessee's
Property from the Premises upon termination of this Sublease for any cause
whatsoever, Lessor, First Sublessor or Sublessor may, at its option, remove the
same in any manner that Lessor, First Sublessor or Sublessor shall choose, and
store said effects without liability to Sublessee for loss thereof, and
Sublessor agrees to pay Lessor or Sublessor, as appropriate, upon demand any and
all expenses incurred in such removal and restoration, including court cost, and
attorneys' fees and storage charges for any length of time that Sublessee's
Property shall be in Lessor's, First Sublessor's or Sublessor's possession, or
Lessor or Sublessor may at its option, without notice, sell Sublessee's
Property, or any of the same, at private sale and without legal process, for
such price as Lessor, First Sublessor or Sublessor may obtain and apply the
proceeds of such sale against any amounts due Lessor, First Sublessor or
Sublessor.

9.   Condition of Premises.  Sublessee's taking possession of the  Premises
shall conclusively establish that the Premises and the Building were at such
time in good and sanitary order, condition and repair.

10.  Entry by Lessor or Sublessor. Lessor, First Sublessor or Sublessor and its
authorized representatives shall at any and all times with reasonable prior
notice have the right to enter the Premises, inspect the same, supply janitorial
service and any other service to be provided by Lessor, First Sublessor or
Sublessor to Sublessee hereunder, to show said Premises to prospective brokers,
agents, buyers, tenants (within the last 6 months of the Lease Term) or persons
interested in an exchange, to post any notices required or allowed under the
provisions of this Sublease, and alter, improve or repair the Premises and any
portion of the Building that Lessor, First Sublessor or Sublessor may deem
necessary or desirable, without abatement of rent, and may for that purpose
erect scaffolding and other necessary structures where reasonably required by
the character of the work to be performed, always providing that the entrance to
the Premises shall not be blocked thereby, and further providing that the
business of Sublessee shall not be interfered with unreasonably.  Subject to the
foregoing,  Sublessee hereby waives any claim for  damages or for any injury or
inconvenience to or interference with Sublessee's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned
thereby except for the negligence of Sublessor, First Sublessor or Lessor.  For
each of the aforesaid purposes, Sublessor, First Sublessor and Lessor shall at
all times have and retain a key with
<PAGE>

which to unlock all of the doors in, upon and about the Premises, excluding
Sublessee's vaults, safes and files and Lessor shall have the right to use any
and all means which Sublessor, First Sublessor and Lessor may deem proper to
open said doors in an emergency, in order to obtain entry to the Premises
without liability to Sublessee except for any failure to exercise due care
towards Sublessee's property. Any entry to the Premises obtained by Sublessor,
First Sublessor or Lessor by any of said means, shall not under any
circumstances be construed or deemed to be a forcible or unlawful entry into, or
a detainer of, the Premises, or an eviction of Sublessee from the Premises or
any portion thereof.

11.  Utilities and Services.  Utilities and services shall be furnished to the
Premises as provided by the Master Lease.  Neither Lessor, First Sublessor nor
Sublessor shall be liable in damages or otherwise for any failure or
interruption of any utility services or other service furnished to the Premises
other than for any interruption which may result from the negligent or
intentional acts of Lessor or Sublessor, their agents, servants or employees.
No such failure or interruption shall entitle Sublessee to terminate this
Sublease or withhold or abate payment of Rent or other sums due hereunder except
for any abatement of Rent which would be due Sublessor as a result of such
failure or interruption or as such failure or interruption may be the result of
the negligence, or intentional act of Lessor per the Master Lease.   As
described in the Basic Sublease Provisions, Sublessee shall reimburse Sublessor
for all charges for water, sewer, gas, electricity, light, heat, power and trash
services rendered to the subleased Premises.

12.  Indemnification. Sublessee, Sublessor, First Sublessor and Lessor hereby
agrees to indemnify and hold harmless the other parties against and from any and
all claims arising from Sublessee's use of the Premises or the conduct of its
business or from any activity, work, or thing done, permitted or suffered by
Sublessee or any officer, agent, employee, guest or invitee of Sublessee in or
about the Building, and further agrees to indemnify and hold harmless the other
parties against and from any and all claims arising from any breach or default
in the performance of any obligation on the indemnifying party's part to be
performed under the terms of this Sublease or arising from any act, neglect,
fault or omission of the indemnifying party or any officer, agent, employee,
guest or invitee of the indemnifying party,  and from and against all costs,
attorneys' fees, expenses and liabilities incurred in or about such claim or any
action or proceeding brought thereon.  In the event any action or proceeding is
brought against Lessor, First Sublessor or Sublessee by reason of any such
claim, the indemnifying party upon notice from the indemnified party shall
defend the same at the indemnifying party's expense by counsel approved in
writing by the indemnified party as appropriate.  Sublessee, as a material part
of the  consideration to Sublessor, hereby assumes all risk of damage to
property or injury to persons in, upon or about the Premises from any cause
whatsoever, except that which is caused by the failure of Sublessor to observe
any of the terms and conditions of this Sublease, or the negligence or
intentional act of Sublessor, its agents, servants or employees.

13.    Damage to Sublessee's Property.  Neither Lessor, First Sublessor nor
Sublessor shall be liable for any damage to property entrusted to Lessor, First
Sublessor or Sublessor or any of their agents, servants or employees, for loss
of or damage to any property by theft or otherwise, for any injury or damage to
persons or property resulting from any cause, including, but not limited to,
fire, explosion, falling plaster, steam, gas, electricity, water or rain which
may leak from any part of the Building or from the pipes, appliances or plumbing
works therein or from the roof, street, or subsurface or from any other place or
resulting from dampness or any other cause whatsoever, except as may be
proximately caused by the negligence or intentional act of Lessor, First
Sublessor or Sublessor, their agents, servants or employees.  Sublessee shall
give prompt notice to Lessor, First Sublessor and Sublessor in case of fire or
accidents in the Premises or in the Building or of defects therein.

14.  PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE. Sublessee shall, at
Sublessee's expense, obtain and keep in full force and effect, during the term
of this Sublease, a Standard Commercial General Liability policy providing
coverage of $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate
insuring against all liability of Sublessee and its authorized representatives
arising out of an in connection of Sublessee's use or occupancy of the Premises
and all areas appurtenant thereto.

     All public liability insurance and property damage insurance shall insure
performance by Sublessee of the indemnity provisions of Section 12, with Lessor,
First Sublessor and Sublessor named as additional insureds therein as their
respective interests appear.
<PAGE>

     The limit of said insurance shall not, however, limit the liability of the
Sublessee hereunder. Sublessee may carry said insurance under a blanket policy,
providing, however, said insurance by Sublessee shall have a Landlord's
protective liability endorsement attached thereto.  If Sublessee shall fail to
procure and maintain said insurance, Sublessor may, but shall not be required
to, procure and maintain same, but at the expense of Sublessor.  Insurance
required hereunder, shall be in companies rated AVI or better in "Best's
Insurance Guide".  Sublessee shall deliver to Sublessor prior to occupancy of
the Premises copies of policies of liability insurance required herein or
certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Sublessor.  No policy shall be cancelable or
subject to reduction of coverage except after ten (10) days prior written notice
to Sublessor.

     Notwithstanding any other provision of this Lease to the contrary,
Sublessee shall not be entitled to Possession of the Premises unless and until
certificate(s) evidencing the existence of said insurance and evidence of
payment of premiums are delivered to Sublessor no later than one full business
day prior to commencement of this Lease.

15.  Damage or Destruction.

     A.   In the event the  Building is damaged by fire or other perils then
Sublessee shall give written notice to Lessor, First Sublessor and Sublessor of
such event.  Thereafter Sublessee shall have the same rights Sublessor may have
under the Master Lease to terminate this Sublease. Such right to terminate shall
be exercised by giving written notice to Sublessor not less than ten (10) days
prior to such date that Sublessor must notify Lessor of Sublessor's intention to
terminate the Master Lease.

     B.   Upon any termination of this Sublease under this Article, the parties
shall be released thereby without further obligation to the other from the date
possession of the Premises is surrendered to Sublessor except for the items
which have theretofore accrued and are then unpaid.

     C.   In the event of repair, reconstruction and restoration of the Building
by Lessor as provided in the Master Lease, Rent for the Premises shall be abated
during the period of repair, reconstruction and restoration if and as provided
in the Master Lease.  Except to the extent of such abatement, this Sublease
shall remain in full force and effect.  Sublessee shall not be entitled to any
compensation or damages for loss in the use of the whole or any part of the
Premises and/or any inconvenience or annoyance occasioned by such damage,
repair, reconstruction or restoration.

     D.   It is hereby understood that if Sublessor, First Sublessor or Lessor
is obligated to repair or restore as herein provided, Sublessor or Lessor is
obligated to make repairs or restoration only of those portions of the Building
and the Premises which were originally provided at Sublessor or Lessor's
expense, and the repair and restoration of items not provided at Sublessor or
Lessor's expense shall be the obligation of Sublessee.

16.  Eminent Domain.

     A.   In the event the whole of the Premises, or such part thereof as shall
substantially interfere with Sublessee's use and occupancy thereof, is taken by
any lawful power or authority by exercise of the right of eminent domain, or
sold to prevent such taking ("Condemnation") Sublessee shall have the same
rights Sublessor may have under the Master Lease to terminate this Sublease.

     B.   In the event the amount of property or the type of estate taken does
not substantially interfere with Sublessee's use of the Premises, Sublessee
shall have the same rights Sublessor may have under the Master Lease.

     C.   In all events the award for any taking shall be payable to Sublessor
and Sublessee according to the value of their respective interests in the
Premises. Nothing contained in this Article shall be deemed to give Sublessor
any interest in, or prevent Sublessee from seeking any award against the taking
authority for the taking of personal property and fixtures belonging to
<PAGE>

Sublessee or for relocation or business interruption expenses recoverable from
the taking authority.

17.  Defaults and Remedies.

     a.   Sublessee's Default: The occurrence of any of the following shall
constitute a default by Sublessee:

     (1)  Failure to pay rent when due, if the failure continues for five (5)
days after notice has been given to Sublessee.

     (2)  Abandonment of the Premises (failure to occupy and operate the
Premises for ten (10) consecutive days shall be deemed an abandonment).

     (3)  Failure to perform any other provision of this Sublease if the failure
to perform is not cured within thirty (30) days after notice has been given to
Sublessee.  If the default cannot reasonably be cured within thirty (30) days,
Sublessee shall not be in default of this Sublease if Sublessee commences to
cure the default within the thirty (30) day period and diligently and in good
faith continues to cure the default.

     (4)  If any petition shall be filed against Sublessee in any court, whether
or not pursuant to any statute of the United States of America or of any state,
in any bankruptcy, reorganization, composition, extension, arrangement or
insolvency proceedings, and Sublessee shall thereafter be adjudicated bankrupt,
or if said proceedings shall not be dismissed within ninety (90) days after the
institution of the same, or if any such petition shall be filed by Sublessee or
liquidators; or

     (5)  If, in any third party creditor proceedings, a receiver, receiver and
manager, trustee or liquidator shall be appointed for all or a substantial
portion of the Premises, and such receiver, receiver and manager, trustee or
liquidator shall not be discharged within ninety (90) days after the appointment
of such receiver, receiver and manager, trustee or liquidator; or

     (6)  If Sublessee makes an assignment for the benefit of creditors.

     Notice given under this section shall specify the alleged default and the
applicable Sublease provisions, and shall demand that Sublessee perform the
provision of this Sublease or pay the rent that is in arrears, as the case may
be within the applicable period of time, or quit the Premises.  No such notice
shall be deemed a forfeiture or a termination of this Sublease unless Sublessor
so elects in the notice.

     b.   Sublessor's Default. Sublessor shall not be in default in the
performance of any obligation under the Sublease unless and until it has failed
to perform such obligation within thirty (30) days after receipt of written
notice by Sublessee to Sublessor specifying such failure; provided, however,
that if the nature of Landlord's default is such that more than thirty (30) days
are required for its cure, then Sublessor shall not be deemed to be in default
if it reasonably pursues a cure within the thirty (30) day period and thereafter
diligently prosecutes such cure to completion.

     c.   Sublessor's Remedies.  Sublessor shall have the following remedies if
Sublessee commits a default that remains uncured beyond any applicable cure
period.  These remedies are not exclusive; they are cumulative in addition to
any remedies now or later allowed by law.

(1)  Sublessor can continue this Sublease in full force and effect, and the
Sublease will continue in effect as long as Sublessor does not terminate
Sublessee's right to possession, and Sublessor shall have the right to collect
rent when due. During the period Sublessee is in default, Sublessor can enter
the Premises and relet them, or any part of them, to third parties for
Sublessee's account. Sublessee shall be liable immediately to Sublessor for all
costs Sublessor incurs in re-leasing the Premises, including, without
limitation, broker's commissions, expenses or remodeling the Premises required
by the re-leasing, and like costs. Re-leasing can be for a period shorter or
longer than the remaining term of this Sublease. Sublessee, shall pay to
Sublessor the rent due under this Sublease on the dates the rent is due, less
the rent Sublessor
<PAGE>

receives from any re-leasing. No act by Sublessor allowed by this section shall
terminate this Sublease unless Sublessor notifies Sublessee that Sublessor
elects to terminate this Sublease. After Sublessee's default and for as long as
Sublessor does not terminate Sublessee's right of possession of the Premises, if
Sublessee obtains Sublessor's consent, Sublessee shall have the right to assign
or sublet its interest in this Sublease, but Sublessee shall not be released
from liability.

(2)  Sublessor can terminate Sublessee's right to Possession of the Premises at
anytime.

     No act by Sublessor other than notice to Sublessee shall terminate this
Sublease. Acts of maintenance, efforts to relet the Premises, or the appointment
of a receiver on Sublessor's initiative to protect Sublessor's interest under
this Sublease shall not constitute a termination of Sublessee's right to
possession. On termination, Sublessor has the right to recover from Sublessee:

          (i)    The worth, at the time of the award, of the unpaid rent that
          had been earned at the time of termination of this Sublease;

          (ii)   The worth, at the time of the award, of the amount by which the
          unpaid rent that would have been earned after the date of termination
          of this Sublease until the time of the award exceeds the amount of the
          loss of rent that Sublessee proves could have been reasonably avoided;

          (iii)  The worth, at the time of the award, of the amount by which the
          unpaid rent for the balance of the term after the time of award
          exceeds the amount of the loss of rent that Sublessee proves could be
          reasonably avoided; and

          (iv)   Any other amount, and court costs, necessary to compensate
          Sublessor for all detriment proximately caused by Sublessee's default.

     "The worth, at the time of the award," as used in (i) and (ii) of this
section, is to be computed by allowing interest at the rate of 10% per annum.
"The worth, at the time of the award," as referred to in 3 of this section is to
be computed by discounting the amount at the discount  rate of the Federal
Reserve Bank of San Francisco at the time of the award, plus 1%.

18.  Assignment and Subletting.   Sublessee shall not voluntarily assign or
encumber its interest in this Sublease or in the Premises, or sublease all or
any part of the Premises, or allow any other person or entity to occupy or use
all or any part of the Premises, without first obtaining Sublessor's, First
Sublessor's and Lessor's prior written consent, which shall not be unreasonably
withheld.  Any assignment, encumbrance or sublease without Sublessor's, First
Sublessor's and Lessor's prior written consent shall be voidable, at Sublessor's
election, and shall constitute a default.

19.  Estoppel Certificate.  Within ten (10) business days following any written
request which Sublessor or Sublessee may make from time to time, the other party
shall execute and deliver to the requesting party a statement certifying: (i)
the Commencement Date of this Sublease; (ii) the fact that this Sublease is
unmodified and in full force and effect (or, if there have been modifications
hereto, that this Sublease is in full force and effect, as modified, and stating
the date and nature of such modifications); (iii) the date to which the rental,
and other sums payable under this Sublease have been paid; and (iv) the fact
there are no current defaults under this Sublease by either Sublessor or
Sublessee except as specified in such statement.  Sublessor's or Sublessee's
failure to deliver such statement within such time shall be conclusive upon such
party that this Sublease is in full force and effect, without modification, that
there are no uncured defaults in performance by the requesting party, and that
not more than one (1) month's rental has been paid in advance.

20.  Choice of Law.  This Sublease shall be governed by the laws of the State in
which the Premises are located.

21.  Sucessors and Assigns.  The covenants and conditions herein contained,
subject to the provisions as to assignment, apply to and bind the heirs,
successors,  executors, administrators and assigns of the parties hereto.
<PAGE>

22.  Attorneys' Fees. If any action shall be instituted by either of the parties
hereto for the enforcement or interpretation of any of its rights or remedies
under this Sublease, the prevailing party shall be entitled to recover from the
losing party all costs incurred by the prevailing party in said action and any
appeal therefrom, including reasonable attorneys' fees to be fixed by the court
therein.  Said costs and attorneys' fees shall be included as part of the
judgment in any such action. Further, should Sublessor or Lessor properly be
made a party to any litigation between Sublessee and any third party, then
Sublessee shall pay all costs, and attorneys' fees incurred by or imposed upon
Sublessor or Lessor in connection with such litigation.

23.  Late Charges.  Sublessee hereby acknowledges that late payment by Sublessee
to Sublessor of rent or other sums due hereunder will cause Sublessor to incur
costs not contemplated by this Sublease, the exact amount will be extremely
difficult to ascertain.  Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed upon Sublessor by
terms of any mortgage or trust deed covering the Premises.  Accordingly, if any
installment of rent or of a sum due from Sublessee shall not be received by
Sublessor or Sublessor's designee within (10) days after said amount is due,
then Sublessee shall pay to Sublessor a late charge equal to (10%) percent of
such overdue amount.  The parties hereby agree such late charges represent a
fair and reasonable estimate of the cost that Sublessor will incur by reason of
the late payment by Sublessee.  Acceptance of such late charges by the Sublessor
shall in no event constitute a waiver of Sublessee's default with respect to
such overdue amount, nor prevent Sublessor from exercising any of the other
rights and remedies granted hereunder.

24.  Interest on Sublessee's Obligations.  Sublessee agrees that any payment of
Minimum Monthly Rent or any other amount due from Sublessee to Sublessor under
this Sublease which is not paid when due shall bear interest from the due date
to the date of payment at a rate of interest equal to the lesser of four percent
(4%) above the prime lending rate or the maximum non-usurious rate permitted by
law. Sublessor's acceptance of any interest shall not constitute a waiver of
Sublessee's default with respect to the overdue amount or prevent Sublessor from
exercising any of the other rights and remedies available to Sublessor under
this Sublease or any law now or hereafter in effect.

25.  Waiver. The waiver by Sublessor of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition herein contained,
nor shall any custom or practice which may occur between the parties in the
administration of the terms hereof be deemed a waiver of, or in any way effect,
the right of Sublessor to insist upon the performance by Sublessee in strict
accordance with said terms.  The subsequent acceptance of Rent hereunder by
Sublessor shall not be deemed to be a waiver of any preceding breach by
Sublessee of any term, covenant or condition of this Sublease, other than the
failure of Sublessee to pay the particular Rent so accepted, regardless of
Sublessor`s knowledge of such preceding breach at the time of acceptance of such
rent.

26.  Time.   Time is of the essence with respect to the performance of every
provision of this Sublease in which time or performance is a factor.

27.  Notices. Whenever Lessor, First Sublessor, Sublessor or  Sublessee shall
desire to give or serve upon the other any notice, demand, request or other
communication with respect to this Sublease or with respect to the Premises,
each such notice, demand, request or other communication shall be in writing and
shall not be effective for any purpose unless the same shall be given or served
by personal delivery or by mailing the same to such party or parties by
certified or registered mail, postage prepaid, return receipt requested,
addressed as defined in the Basic Sublease Provisions or at such other address
or addresses as Lessor, Sublessor, First Sublessor or Sublessee may from time to
time designate by notice given in the manner aforesaid.  Every notice, demand,
request or communication hereunder sent by mail shall be deemed to have been
given or served as of the third business day following the date of such mailing.

28.  Prior Agreements; Amendments.   This Sublease contains all of the
agreements of the parties hereto with respect to any matter covered or mentioned
in this Sublease, and no prior agreement or understanding pertaining to any such
matter shall be effective for any other
<PAGE>

purpose. No provision of this Sublease may be amended or added to except by an
agreement in writing signed by the parties hereto or their respective successors
in interest.

29.  Severability.  An provision of this Sublease which shall prove to be
invalid, void or illegal in no way affects, impairs or invalidates any other
provision hereof, and such other provisions shall remain in full force and
effect.

30.  Accord and Satisfaction.  No Payment by Sublessee or receipt by Sublessor
of a lesser amount than the rent payment herein stipulated shall be deemed to be
other than on account of the Rent, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment without prejudice to
Sublessor's right to recover the balance of such rent or pursue any other remedy
provided in this Sublease.

31.  Security Deposit.  On or before the Commencement Date of this Lease,
Sublessee shall deposit with Sublessor the Security Deposit or, at Tenant's
option, Tenant may secure a Certificate of Deposit made payable to Sublessor in
the amount of such Security Deposit.  Said sum shall be held by Sublessor or
shall remain in such Certificate of Deposit, as security for the faithful
performance by Sublessee of all the terms, covenants, and conditions of this
Sublease to be kept and performed by Sublessee during the term hereof.  If
Sublessee defaults with respect to any provisions of this Sublease, including,
but not limited to the provisions relating to the payment of rent, Sublessor may
(but shall not be required to) use, apply, retain (or in the case of a
Certificate of Deposit, redeem) all or any part of the Security Deposit for the
payment of any rent or any other sum in default, or for the payment of any
amount which Sublessor may spend, become obligated to spend by reason of
Sublessee's default, or to compensate Sublessor for any other loss or damage
which Sublessor may suffer by reason of Sublessee default.  If any portion of
said deposit is so used or applied, Sublessee shall within five (5) days after
written demand therefore, deposit cash with Sublessor (or replenish the
Certificate of Deposit) in an amount sufficient to restore the Security Deposit
to its original amount and Sublessee's failure to do so shall be a material
breach of this Lease.  If the Security Deposit shall be cash, Sublessor shall
not be required to keep this Security Deposit separate from its general funds,
and Sublessee shall not be entitled to interest on such deposit.  Subject to the
foregoing, if Sublessee shall fully and faithfully perform every provision of
this Sublease to be performed by it, the Security Deposit or any balance thereof
shall be returned to Sublessee (or, at Sublessor's option, to the last assignee
of Sublessor's interest  hereunder) at the expiration of the Lease term.  In the
event of termination of Sublessor's interest in this Sublease, Sublessor shall
transfer said deposit to Sublessor's successor in interest.

32.  Parking.  Sublease shall be entitled to park cars (the number of cars is
defined in the Basic Lease Provisions) in the parking lot subject to all rules,
regulations and policies adopted by Sublessor, First Sublessor and Lessor for
the reasonable operation of the parking lot.  As described in the Basic Lease
Provisions, Sublessee's employees, agents or vendors shall not park their cars
or trucks in those portions of the parking areas designated for customer
parking.

33.  Limitation on Liability.  Notwithstanding anything to the contrary in this
Sublease, Sublessee and Sublessor agree that in the event of default by the
other party hereunder, there shall be absolutely no personal liability of any
person, firm or entity who or which constitutes or comprises Sublessee or
Sublessor and Sublessee and Sublessor shall, subject to the rights of
Sublessor's mortgagees, look solely to the interest of Sublessor in the Premises
for the satisfaction of each and every remedy of Sublessee therefor.  In this
regard, neither Sublessor nor Sublessee nor any of their partners, officers,
employees, or agents shall be personally liable for any such default or for any
deficiency.  The provisions of this section are not intended to limit the
Sublessee's or Sublessor's rights to seek injunctive relief or specific
performance, or Sublessee's or Sublessor's rights with respect to the proceeds
of insurance, if any, specifically maintained by Sublessee or Sublessor for the
benefit of the other party.  The foregoing limitations shall also apply to any
successor to Sublessee's or Sublessor's interest in the Premises.

     In the event of any sale by Sublessor of its leasehold interest in the
Premises, Sublessor shall be and is hereby entirely freed and relieved of all
liability under any and all of its covenants and unaccrued obligations contained
in or derived from this Sublease arising out of any act, occurrence or omission
occurring after the consummation of such sale; provided that the
<PAGE>

purchaser at such sale or any such subsequent sale, shall in writing covenant
with Sublessee to carry out any and all of the covenants and obligations of
Sublessor under this Sublease.

34.  Corporate Authority.  If Sublease is a corporation, each individual
executing this Sublease on behalf of said corporation represents and warrants
that he is duly authorized to execute and deliver this Sublease on behalf of
said corporation, in accordance with a duly adopted resolution of the board of
directors of said corporation or in accordance with the by-laws of said
corporation, and that this Sublease is binding upon said corporation in
accordance with its terms.

     If Sublessee is a partnership, each individual executing this Lease on
behalf of said partnership represents and warrants that he is duly authorized to
execute and deliver this Lease on behalf of said partnership, in accordance with
the partnership agreement, and that this Lease is binding upon said partnership
in accordance with its terms.

35   Joint Obligation.  If there be more than one Sublessee, the obligations
hereunder imposed upon Tenants shall be joint and several.

36.  Marginal Heading.  Th marginal headings and section titles are not a part
of this Sublease and shall have no effect upon the construction or
interpretation of any part hereof.

37.  Successors and Assigns.  The covenants and conditions herein contained,
subject to the provisions as to assignment, apply to and bind the heirs,
successors, executors,  administrators and assigns of the parties hereto.

38.  Recordation.  Sublessee shall not record this Sublease or a short form
memorandum hereof without the prior written consent of the Sublessor, First
Sublessor and Lessor.

39.  Quiet Possession.   Upon Sublessee paying the rent reserved hereunder and
observing and performing all the covenants, conditions and provisions on
Sublessee's part to be observed and performed hereunder, Sublessee shall have
quiet possession of the Premises for the entire term hereof, subject to all the
provisions of this Sublease.

40.  Inability to Perform.   This Sublease and the obligations of Sublessee
hereunder shall not be affected or impaired because Sublessor is unable to
fulfill any of its obligations hereunder or is delayed in doing so, if such
inability or delay is caused by reason of strike, labor troubles, acts of God,
or any other cause beyond the reasonable control of Sublessor.

41.  Subordination, Attornment.  Upon request of Sublessor, First Sublessor or
Lessor, Sublessee will in writing subordinate its rights hereunder to the lien
of any first mortgage, or first deed of trust any bank, insurance company or
other lending institution (collectively "Lender"), now or hereafter in force
against the land and Building, and to all advances made or hereafter to be made
upon the security thereof; provided that Sublessee shall concurrently receive a
nondisturbance agreement from such Leader in a form reasonably acceptable to
Sublessee and Lender.

     In the event any proceedings are brought for foreclosure, or in the event
of the exercise of the power of sale under any mortgage or deed of trust made by
the Lessor covering the Premises, Sublessee shall attorn to the purchaser upon
any such foreclosure or sale and recognize such purchaser as Lessor under this
Sublease.

     The provisions of this section to the contrary notwithstanding, and so long
Sublessee is not in default hereunder, this Sublease shall remain in full force
and effect for the full term hereof.

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

43   Signs and Auctions.  Sublessee shall not place any sign upon the Premises
or Building or conduct any auction without Lessor's, First Sublessor's and
Sublessor's prior written consent.

44.  Options to extend.
<PAGE>

     Renewal Options

     (a)  Sublessor shall grant to Sublessee two options (each an "option") to
          extend this Sublease and all its terms (with a change in base rent) as
          follows:

          1)  A thirty-six (36) month "option", to commence at the end of the
              initial term of this Sublease at the rent including escalations
              that subtenant is paying during the last month of the initial
              term; 2) a second option to extend lease for ten (10) years to
              commence at the end of the term of the first option. The rental
              rate for the second option shall be 115% of the rent being paid by
              the subtenant during the last month of the first option term.

     (b)  Each such option must be exercised by written notice ("Preliminary
          Notice") to Lessor no later than six (6) months prior to the
          expiration of the current term in the case of the first option and no
          later than April 15, 2007 in the case of the second option.

45.  Brokers.  The parties recognize as the brokers who procured this Lease
Julien J. Studley, Inc. and Kennedy-Wilson Properties, Ltd., and agree that
Sublessor shall be solely responsible for the payment of any brokerage
commissions to said brokers, and that Sublessor shall have no responsibility
therefor. If Sublessee or Sublessor has dealt with any other person or real
estate broker in respect to leasing, subleasing or renting the Premises to
Sublessee, Sublessee or Sublessor, as the case may be, shall be solely
responsible for the payment of any fee due said person or firm and Sublessee and
Sublessor shall protect, indemnify, hold harmless and defend the other party
from any liability in respect thereto.

IN WITNESS WHEREOF, the parties have executed this Sublease the day and year
first above written.

SUBLESSOR:                      Kennedy-Wilson International , Inc., a
                                California corporation, dba Kennedy-Wilson
                                Properties, Ltd.


                                By:          illegible
                                   ---------------------------------------
                                Title:____________________________________


SUBLESSEE:                      JB Oxford & Company, a Utah corporation


                                By: /s/ Albert R. Laubenstein
                                   ---------------------------------------
                                Title:      President
                                      ------------------------------------
</TEXT>
</DOCUMENT>
