CHICAGO PIZZA & BREWERY INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


Revised  5/18/00






                            HUNTINGTON EXECUTIVE PARK

                          16052 - 16168 BEACH BOULEVARD
                       HUNTINGTON BEACH, CALIFORNIA  92647








                                      LEASE





                                    LANDLORD

                            HUNTINGTON EXECUTIVE PARK
                        A CALIFORNIA LIMITED PARTNERSHIP






                                     TENANT


                         CHICAGO PIZZA & BREWERY, INC.,
                            A CALIFORNIA CORPORATION






                                    PREMISES


                               16162 BEACH BOULEVARD
                                   SUITE  100
                          HUNTINGTON BEACH,  CA  92647





                                  DATE OF LEASE



                                 AUGUST 22, 2000







<PAGE>
                                     ------
                                TABLE OF CONTENTS
                                -----------------
                                                       Page
                                                       ----
 1.     Preamble                                             1
 2.     Leased Premises and Term                                   1
 3.     Construction on Premises                                   1
 4.     Rent on Premises                                        2

 5.     Taxes and Operating Costs                                   2
 6.     Use                                                  2
 7.     Utilities                                                  3
 8.     Assignment                                             3
 9.     Conditions of Premises and Repairs                              3
10.     Security Bond                                             3
11.     Automobile Parking                                        3
12.     Non-Liability of Landlord                                   4
13.     Alterations and Liens                                        4
14.     Rights of Landlord                                        4
15.     Signs                                                  4
16.     Indemnification                                             4
17.     Insurance                                             5
18.     Estoppel Certificate                                        5
19.     Compliance With Laws and Rules                              5
20.     Destruction                                             5
21.     Condemnation                                             5
22.     Involuntary Termination                                        6
23.     Default                                                  6
24.     Attorney Fee                                             6
25.     Holding Over                                             7
26.     Building Rules                                             7
27.     Representation                                             7
28.     Injunction                                             7
29.     Self-Help                                             7
30.     Waiver                                                  7
31.     Relocation of Premises                                        7
32.     Notice                                                  7
33.     Subordination                                             8
34.     Late Charges                                             8
35.     Miscellaneous                                             8
Exhibit A -     Location of Premises
Exhibit B -     Floor Plan
Exhibit C  -     Memorandum of Lease Commencement Date
Exhibit  D  -     Rules  and  Regulations  of  the Park Referred to Herein Which
Constitute  a  Part  of  This  Lease

<PAGE>
                                        9

PREAMBLE          1.     THIS  LEASE, made and executed this 22nd day of August,
2000  between  HUNTINGTON  EXECUTIVE  PARK,  A  CALIFORNIA  LIMITED PARTNERSHIP,
  --
hereinafter  designated  as  Landlord,  and,  CHICAGO  PIZZA  & BREWERY, INC., A
  --
CALIFORNIA  Corporation,  hereinafter  designated  as  Tenant.
  --

               That  for  and  in  consideration  of  the  covenants hereinafter
mentioned,  the  Landlord leases to the Tenant and the Tenant hereby leases from
the  Landlord, the Premises shown and designated in Exhibit "A", attached hereto
and  made  a part hereof, and located in HUNTINGTON EXECUTIVE PARK (The Park) in
the  City  of  Huntington  Beach,  Orange  County,  California.

LEASED  PREMISES
AND  TERM          2.     The  Premises  shall be used by said Tenant as and for
                              Corporate  Office
                              -----------------
 and  for  no  other  purpose.  This  Lease shall be for a term beginning on the
Commencement  Date,  as hereinafter defined, and ending    Five (5)      year(s)
                                                        -----------
from  the  day  prior  to  the  Commencement  Date.

                    The Commencement Date shall be the earlier of the following:
(i)The  date  which is five (10) days after Landlord gives Tenant written notice
that  the  work, as set forth in detail in Exhibit "B" and Addendum #1, attached
hereto and made a part hereof, is substantially completed, pursuant to the plans
and specifications described in Exhibit "B" and Addendum #1 and the Premises are
ready  for  occupancy  by  Tenant, or (ii) The date on which Tenant occupies the
Premises.  Promptly  after the occurrence of the Commencement Date, Landlord and
Tenant shall execute and deliver an amendment to this Lease in the form attached
hereto  as  Exhibit  "C"  documenting the Commencement Date, term and expiration
date  of  the  Lease.

                    In  the  event  that  Tenant  shall  cause  any delay in the
completion  of  the  work,  as  set  forth  in  Exhibit "B" and Addendum #1, the
Commencement  Date  shall  be  the  date  the Premises would have been completed
except  for  such  delay.

                    Subject  to delay occasioned beyond the control of Landlord,
it  shall  use reasonable speed and diligence to cause the work, as set forth in
Exhibit  "B"  and  Addendum  #1,  to  be completed by October 1, 2000; provided,
                                                      ---------    --
however,  that failure to complete same by such date shall not affect the terms,
validity  and commencement of this Lease and Landlord shall have no liability to
Tenant  because  thereof.

               Said  Premises  shall  consist  of     Five Thousand Four Hundred
                                                      --------------------------
Forty-Seven                (     5,447     )  square  feet  of  Office  Area, as
   --------                      -----
hereinafter  defined,   Six Thousand Three Hundred Nineteen          (     6,319
   -                  -------------------------------------                -----
)  square  feet of Rentable Area as hereinafter defined and   Five Thousand Nine
                                                            --------------------
Hundred  Ninety-Two     (     5,992     ) square feet of Modified Rentable Area,
 ------------------           -----
as  hereinafter  defined.

                    (a)     Office  Area. That area computed by measuring to the
center  of  the  exterior  glass
panels,  to the center of the corridor or other permanent partitions, and to the
center  of  partitions  that  separate  the Premises from other adjoining Office
Area.

                    (b)     Rentable  Area.  That  area  which shall include the
Premises'  Office  Area,  and  the
proportionate  share  of  areas  used  in  common  with  other  tenants.

          (c)     Modified  Rentable  Area.  That  area used for the purposes of
calculating  rent  by                    adding  ten  percent  (10%) common area
factor  to  the  Office  Area.

CONSTRUCTION
ON  PREMISES               3.     The  obligations  of  Landlord  and  Tenant to
perform  the work and supply the materials necessary to prepare the Premises for
occupancy  are  set  forth  in  detail in Exhibit "B" and Addendum #1.  Landlord
shall  expend  all  funds and do all acts required of it as set forth in Exhibit
"B" and Addendum #1, and shall have the work performed  promptly and  diligently
in  a first class workmanlike manner.  Tenant, at Tenant's expense, shall do all
acts  required  of  it  in  Exhibit  "B"  and  Addendum  #1  , and shall perform
diligently  all  acts  required  of  Tenant in a first class workmanlike manner.
Full  payment  for Tenant's share of improvement costs shall be made to Landlord
prior to Tenant's occupancy of the Premises.  Landlord shall have the sole right
to  initiate and to provide all work to be performed pursuant to Exhibit "B" and
Addendum  #1  prior  to  the delivery of the Premises to Tenant.  Landlord shall
have  the right to designate the time period when any work required of Tenant is
to  be performed, subject to not unduly delaying the completion of any such work
by  Tenant.

                         Tenant,  within ten (10) days after written notice from
Landlord, shall deliver to Landlord all information deemed necessary by Landlord
for  the  preparation  of drawings and specifications for the performance of the
work  described  in  Exhibit  "B"  and  Addendum  #1.  After  receipt  of  said
information,  Landlord,  at  Landlord's expense, shall have prepared preliminary
drawings  and  specifications  for said work.  Upon completion thereof, Landlord
shall  deliver  said  preliminary  drawings  and  specifications  to  Tenant for
Tenant's  approval.  Tenant shall have ten (10) days to approve said preliminary
drawings and specifications in writing, which approval shall not be unreasonably
withheld.  Upon  the  approval  of said preliminary drawings and specifications,
Landlord,  at  Landlord's  expense,  shall  have  prepared  final  drawings  and
specifications,  which  shall  be  delivered  to Tenant for approval on the same
terms  and  conditions  set forth above relating to the preliminary drawings and
specifications.  Upon  approval  of  said  final  drawings  and  specifications,
Landlord  shall cause the work required to be initiated within a reasonable time
thereafter,  and  Landlord  and  Tenant,  as the case may be shall prosecute and
complete  the work required of them with reasonable diligence, subject, however,
to  delays  from  causes  beyond  the  control  of  either  of  them.

                         All improvements made to the Premises by Landlord shall
belong  to  Landlord  and  improvements  by  Tenant shall be subject to the same
provisions  as  set  forth  in  the  Article  entitled  Alterations  and  Liens.
     (SEE  PARAGRAPH  1  OF  ADDENDUM  #1  TO  THE  LEASE.)
RENT                    4.     The  Tenant agrees to pay to the Landlord as rent
for  said leased Premises the total sum of Five Hundred Forty-Two Thousand Eight
                                           -------------------------------------
Hundred  Fifty-Six  and  00/100($ 542,856), in monthly installments of     Eight
-------------------------------  --------                                  -----
Thousand  Six Hundred Eighty-Eight and 00/100      ($ 8,688.00) each installment
---------------------------------------------        ---------
payable  in  advance  on the first day of each and every calendar month, without
notice,  during  the  term  hereof.  In  the event the Commencement Date of this
Lease  is  other  than  the  first  day  of  a  calendar  month,  then the first
installment  shall  be adjusted accordingly and each subsequent payment shall be
made  on  the  first  day  of  the  calendar  month.
     Concurrent  with  the  execution  of this Lease, Tenant shall pay     Eight
                                                                           -----
Thousand  Six     Hundred  Eighty-Eight  and 00/100 ($ 8,688.00), which shall be
   ----------     ---------------------------------  ----------
credited  against  the  first  full  month's  rent.

TAXES  AND
OPERATING  EXPENSES     5.     Commencing  with  the  calendar year 2001, Tenant
                                                                      --
shall pay, as additional rent,  a pro-rata portion of any increases in taxes and
operating  costs  of  the  building  over and above taxes and operating costs in
existence  in  the year 2000 (the "Base Year").  Tenant's pro-rata portion shall
                          --
be   5.50  %  resulting from dividing the number of square feet of Rentable Area
   ---------
of  the  Premises  [which  is Six Thousand Three Hundred Nineteen(6,319 ) square
                              ----------------------------------- -------
feet],  by  the  number of square feet of Rentable Area of the total office area
for  The  Park (which is 114,841 square feet).  "Comparison Year" shall mean any
calendar  year  during  the  term  of the Lease following the Base Year.  If the
Lease terminates on a date other than the end of a calendar year, then such year
shall also be treated as a Comparison Year except that any amount required to be
paid  pursuant  to  this  paragraph 5 for such Comparison Year shall be prorated
based  on  the number of days during such calendar year that Tenant occupies the
Premises.  Building  taxes  shall  include,  but  are  not limited to, any city,
county  and  special  district  real estate taxes.  Building and operating costs
shall  include  but  are  not  limited  to,  the costs Landlord incurred for all
utilities,  fuel,  building  supplies,  janitorial  service,  security services,
normal  maintenance  and  repairs  of  buildings,  parking areas, lake areas and
landscaped  areas,  wages  of  employees  who  work customarily in and about the
buildings  and  whose  duties  are  connected with its operation, maintenance or
repairs  (including  social  security  taxes,  unemployment  insurance  costs,
disability benefits, the cost of pension, hospitalization and retirement plans),
costs  of hazard insurance maintained by the Landlord and assessments payable by
the  Landlord and allocable to the buildings.  Operating costs shall be adjusted
to  reflect  a  90%  occupancy  of  the buildings during any period in which the
buildings  are  not  at  least  90%  occupied.

                         Commencing  with  the  initial Comparison Year and each
Comparison Year thereafter, Tenant shall pay as additional rent, a prorata share
of  any increases in taxes and expenses of the building over and above taxes and
expenses  in  existence  the  previous year.  Within ninety (90) days after each
annual period, or within a reasonable time thereafter, Landlord shall furnish to
Tenant written notice, together with reasonable evidence indicating the increase
or  decrease  of taxes and/or operating costs, and Tenant's pro-rata proportion.
In  the  case  of  a decrease no adjustment will be made.  In the event any such
written  notice  is  furnished to Tenant showing an increase in the rent payable
hereunder  for  any  annual  period, Tenant shall pay to Landlord, within thirty
(30)  days after such notice is furnished to Tenant, an amount equal to Tenant's
share  of  such  increase  for  the  annual  period  for  which  the increase is
effective,  plus  an  amount  equal  to  one  twelfth  (1/12th) of such increase
multiplied  by  the  number  of  rent payment dates then elapsed during the then
current  annual  period.  Thereafter,  until  a  new statement is furnished, the
monthly  rent  payable by Tenant hereunder shall be increased by an amount equal
to  one-twelfth  (1/12th)  of  such  annual  rent  increase.

                         If  the  term  of  this  Lease  expires  and the Tenant
vacates the Premises, Tenant shall pay to Landlord the appropriate apportionment
of  the pro rata increases of any taxes and operating costs in the year in which
this  Lease  expires.

                         Tenant  shall  pay,  during  the  term hereof, prior to
delinquency,  all  taxes  assessed  on  trade  fixtures,  personal  property  or
leasehold  improvements  installed by Tenant or in possession of Tenant in, upon
or  about  the  Premises,  and  assessed  against the real property of which the
Premises  are  a  part.  In  the event any such taxes should be assessed against
said real property, the amount of such taxes shall become a part of the rent due
hereunder  and  shall  be  payable upon the first rent due date after demand for
payment  has  been  made.


USE                    6.     Tenant  shall  use  and occupy the Premises during
the  term for general office purposes and for no other purpose without the prior
written consent of Landlord.  Tenant shall not use or permit the Premises or any
part  thereof  to  be  use for any purpose or purposes other than the purpose or
purposes  for  which  the  Premises  are  leased.

                         No  use  shall  be  made or permitted to be made of the
Premises  or acts done which will increase the existing rate of insurance on the
building or cause the cancellation of any insurance policy covering the building
or any part thereof.  If any act on the part of Tenant or use of the Premises by
Tenant  shall  cause,  directly  or  indirectly,  any  increase  of  Landlord's
insurance,  such  additional  expense  shall  be paid by Tenant to Landlord upon
demand.  Tenant  shall  not  sell or permit to be kept, used or sold in or about
the  Premises,  any article which may be prohibited by the standard form of fire
insurance  policies.

                         Tenant  shall  not commit or suffer to be committed any
waste  upon  the  Premises or any Public or private nuisance or any other act or
thing  which may disturb the quiet enjoyment of any other tenant in the building
in  which the Premises are located.  Tenant shall not use the Premises or permit
the  Premises  to  be  used  in  whole or in part for any purpose or use that is
deemed  to  be in violation of any of the laws, ordinances, regulations or rules
of any public authority or organization at any time.  A judgment of any court of
competent  jurisdiction  or  the admission by Tenant in any action or proceeding
against  Tenant  that Tenant has violated any such laws, ordinances, regulations
or  rules  in  the  use  of  the  Premises  shall  be  deemed to be a conclusive
determination  of  that  fact  between  Landlord  and  Tenant.

UTILITIES               7.     The  Landlord  agrees to supply, during the usual
Business  Hours on Business Days (as hereinafter defined), reasonable amounts of
water.  "Business Hours on Business Days" is hereby defined as Monday - Friday 8
A.M.  to  6:00 P.M. and Saturday 8:00 A.M. to 1:00 P.M., Holidays (including but
not  limited  to  :  New Year's Day, President's Day, Memorial Day, Independence
Day,  Labor Day, Thanksgiving Day, and Christmas Day and any other day which may
be  designated  as  a  holiday  by  the  Federal  Government and/or the State of
California)  excepted.  Tenant  agrees  not to use any apparatus or device in or
upon  or  about  the leased Premises which may in any way increase the amount of
such services usually furnished or supplied to said Premises, and Tenant further
agrees not to connect any apparatus or device with the wires, conduits or pipes,
or  other  means  by  which such services are supplied, for the purpose of using
additional  or  unusual  amount  of such services without written consent of the
Landlord.  Landlord  reserves  the right to charge for such services which shall
be  payable  as additional rental for any of them, should Tenant use the same to
excess,  and  the refusal on the part of Tenant to pay, upon demand of Landlord,
such  excess  charges  shall  constitute  a breach of the obligation to pay rent
under  this  Lease  and shall entitle Landlord to the rights hereinafter granted
for  such  breach.  The Landlord agrees to supply reasonable janitorial services
excluding  Saturdays, New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving  Day,  Christmas Day, Presidents Day or any other holiday which may
be  so  designated  by any union having jurisdiction.  If any part or portion of
any  of the services to be furnished herein shall misfunction or malfunction, be
ruined  or  destroyed or become inoperative for any reason whatsoever during the
term  hereof,  such  misfunction,  malfunction,  ruination,  destruction  or
inoperability  shall  not have any affect whatsoever upon the rights, duties and
obligations  of  the  parties  hereunder,  including  but  not  limited  to, the
Landlord's  right  to  receive the rent reserved under this Lease.  The sole and
only  effect  of  such  misfunction,  malfunction,  ruination,  destruction  or
inoperability  shall  be to give rise to the duty on the part of the Landlord to
repair  the  same  within  a  reasonable  period  of  time.

ASSIGNMENT               8.     Tenant  shall  not assign this Lease voluntarily
or  by  operation of law, or any right hereunder, nor sublet the Premises or any
part thereof, without the prior written consent of Landlord, which consent shall
not  be  unreasonably  withheld.

                         No consent to any assignment of this Lease, voluntarily
or by operation of law, or any subletting of the Premises, shall be deemed to be
a consent to any subsequent assignment of this Lease voluntarily or by operation
of  law,  or to any subletting of the Premises, except as to a specific instance
covered thereby.  Any such assignment of this Lease, voluntarily or by operation
of  law, or any subletting of the Premises, without obtaining the prior  written
consent of Landlord, shall be void and at the option of Landlord shall terminate
this  Lease.

CONDITIONS  OF  PREMISES
AND  REPAIRS               9.     Tenant  shall  be  deemed  to  have agreed, by
accepting  occupancy, that the Premises are in good order, condition and repair,
Tenant,  at  Tenant's  expense, shall keep the Premises in good order, condition
and  repair,  including  all fixtures and equipment installed by Tenant.  Tenant
waives statutory right to make repairs at the expense of Landlord.  In the event
Tenant  fails  to maintain the Premises in good order and repair, Landlord shall
give  Tenant  notice  to make such repairs.  In the event Tenant fails to do so,
Landlord  shall  have  the option to make such repairs at the expense of Tenant.
Landlord  shall  have  no  liability  to Tenant for any damage, inconvenience or
interference  with use of the Premises by Tenant as result of the making of such
repairs.

SECURITY  BOND          10.     Concurrent  with  the  execution  of this Lease,
Tenant  shall  deposit  with  Landlord  the  sum  of  Nine Thousand Five Hundred
                                                     ---------------------------
Fifty-Seven  and 00/100 ($ 9,557.00) which shall represent a bond on the part of
      -----------------   ---------
Tenant  for  the  faithful  performance  of  the  provisions of this Lease to be
carried  out  by it.  In the event that all of the terms and obligations of this
Lease have been fully executed by the Tenant during the existence of this Lease,
or  any  extension  or extensions thereof, then the Landlord shall return to the
Tenant the said deposit within ten (10) days after the expiration of the term of
this Lease, or any extensions thereof.  In the event that this Lease is mutually
canceled  by  the  parties  at  any anytime hereafter, the said deposit shall be
returned  to  the  Tenant  by  the  Landlord  within  ten  (10)  days after said
cancellation.

                         If there are any material breaches of this Lease by the
Tenant  which result in a default of this Lease by the Tenant, then the Landlord
shall  have  the  right  to  utilize  said deposit, or any part thereof, for any
damages  or  rents  which may accrue or which may be payable to it by the Tenant
and  the  Landlord shall have the right in that case to withhold the entire said
deposit  until  there has been a judicial determination of its right for damages
or  for  unpaid  rent  by  virtue  of  the  terms  of  this  Lease.

                         The parties agree that the provisions of this Paragraph
(10)  shall  not  operate  as  a  limitation  upon the amount of damage to which
Landlord  may be entitled by virtue of a breach of any of the provisions of this
Lease  by  Tenant.

                         Landlord  shall  have the right to withhold monies from
the  return of the Security Bond for accrued but unpaid taxes and operating cost
increases  (pursuant  to  paragraph  5  of the Lease) that will be payable after
termination  of  the  Lease.

AUTOMOBILE
PARKING               11.     Landlord  hereby  grants  to the Tenant, in common
with  other  tenants  and  businesses,  the  right  to     Twenty-Two
                                                           ----------
(     22)  automobile  parking spaces.  Landlord shall, at it's option, have the
 -------
right  to  designate  the  area(s)  in  which  Tenant  may  park.



NON-LIABILITY  OF
LANDLORD               12.     Except  in  a  case  of  Landlord's negligence or
willful  misconduct,  Landlord  shall  not  be liable to Tenant, or to any other
person  or  persons  whomsoever,  for  any  damages to the Premises or for or on
account  of  any  loss, damage, theft, or injury to any person or property in or
about  the  Premises  or the approaches or entrances thereto, or on the streets,
sidewalks  or  corridors  thereto, or parking areas, caused or occasioned by the
Premises  being  out  of  repair,  by defects in the building or the Premises or
equipment  contained  therein,  or by failure to keep the same in good order and
repair  by  fire,  gas,  water,  electricity, or by the breaking, overflowing or
leaking  of  roofs,  pipes  or  walls  of the building, or by any acts or events
whatsoever  beyond the control of the Landlord, Landlord shall not be liable for
the  breach of any of the terms of this Lease occasioned by any act of God, war,
the  elements,  strikes,  lockouts, delays in transmission or by reason of other
causes  whether  of  like  or  different nature, beyond the control of Landlord,
Landlord  shall not be liable for any damages arising from any act of negligence
of  any  other  tenant  in  The  Park.

ALTERATIONS
AND  LIENS               13.     Tenant  shall not make or permit to be made any
alterations,  changes in and additions to the Premises without the prior written
consent  of  Landlord.  All  alterations,  changes  and  additions  that  may be
required  shall be done either by or under the direction of Landlord at the cost
of  Tenant,  and  shall  become  immediately  the property of Landlord and shall
remain  upon and be surrendered with the Premises at the termination of the term
of  this  Lease.

                         Tenant,  upon  termination  of  this  Lease  or  the
expiration  of the term hereof or for any other reason, shall quit and surrender
the  Premises  in good order, condition and repair, reasonable wear and tear and
damages  by fire, an act of God or the elements excepted.   Upon the termination
of  this  Lease  or the expiration of the term or otherwise, Landlord shall have
the  option  to require Tenant to remove from the Premises, at Tenant's expense,
all  improvements placed on the Premises by Tenant, with the Premises thereafter
to  be  restored  to  its  previous  condition,  at  the  expense  of  Tenant.

                         Tenant  shall  keep the Premises and building, of which
the  Premises  are a part, free and clear of any liens and shall indemnify, hold
harmless and defend Landlord from any liens encumbrances arising out of any work
performed or materials furnished by or at the direction of Tenant.  In the event
any  lien  is  filed,  Tenant  shall do all acts necessary to discharge any lien
within  ten  (10)  days of filing, or if Tenant desires to contest any lien then
Tenant  shall  deposit  with  Landlord such security as Landlord shall demand to
insure the payment of the lien claim.  In the event Tenant shall fail to pay any
lien  claim  when  due or shall fail to deposit the security with Landlord, then
Landlord,  at  its  option, shall have the right to expend all sums necessary to
discharge  the  lien  claim, and Tenant shall pay as additional rental, when the
next  rental  payment  is  due, all sums expended by Landlord in discharging any
lien,  including  attorney's  fees  and  costs.

RIGHTS  OF  LANDLORD     14.     The Landlord reserves the following rights: (a)
to change the name of the building without notice or liability to Tenant; (b) to
designate all sources furnishing sign painting or lettering, janitorial services
and  toilet supplies used on the Premises, to decorate, remodel, repair or alter
or otherwise prepare the Premises for reoccupancy; (c) constantly have pass keys
to  the  Premises;  (d)  to  grant  to anyone the exclusive right to conduct any
particular  business  or  undertaking  in the building in which the Premises are
situated;  (e)  to  enter  the  Premises  with  reasonable  notice  (except  in
emergencies)  at  any  reasonable  time for inspections, repairs, alterations or
additions to the Premises or the building in which the Premises are situated, to
exhibit the Premises to others, to affix and display, "For Lease" signs, and for
any  purpose  whatsoever  related  to  the  safety,  protection, preservation or
improvement  of  the  Premises,  the  said building, or the Landlord's interest,
without  being  deemed  guilty of an eviction or disturbance of Tenant's use and
possession,  and  without  being  liable  in any manner to the Tenant on account
thereof;  (f)  at  any  time,  and from time to time, whether at the instance of
Landlord  or  pursuant  to  governmental requirements, at Landlord's expense, to
make  repairs,  alterations,  additions,  improvements  or  decorating,  whether
structural  or  otherwise,  in or to the building or any part thereof, including
the Premises.  Without limiting the generality of the foregoing rights, Landlord
shall specifically have the right to remove, alter, improve or rebuild the lobby
of  the  building as the same is presently or shall hereafter be constituted, or
any  part  or  parts  thereof.  Landlord  shall  not be liable to Tenant for any
expense,  injury, loss or damage resulting from any work so done in or about the
Premises  or  the  building, or any adjacent or nearby building, land, street or
alley,  all  claims  against  the  Landlord for any and all such liability being
hereby  expressly  released  by  Tenant.  In  connection  with  making  repairs,
alterations,  decorating,  additions  or  improvements  under  the terms of this
paragraph,  Landlord  shall  not  unreasonably  interfere  or  disrupt  Tenant's
business  but shall have the right to access through the Premises as well as the
right  to  take into and upon and through said Premises or any other part of the
building,  all  material that may be required to make such repairs, alterations,
decorating,  additions  or  improvements,  as well as the right in the course of
such  work to close entrances, doors, corridors, or other building facilities or
temporarily  to abate the operations of such facilities, without being deemed or
held  guilty  of  an  eviction  of  Tenant  and without liability for damages to
Tenant's  property, business or person and without liability to Tenant by reason
of interference with the business of Tenant or inconvenience or annoyance to the
Tenant  or  the  customers  of the Tenant.  The rent reserved herein shall in no
ways  abate  while  said  repairs,  alterations,  decorating,  additions  or
improvements  are  being  made  and Tenant shall not be entitled to maintain any
set-off  or  counterclaim  for  damages  of  any kind against Landlord by reason
thereof,  all  such  claims  being  hereby  expressly  released  by  the Tenant.
However, all such work shall be done in such manner as to cause Tenant the least
inconvenience  practicable.  Landlord reserves and shall have the right to enter
upon the Premises for the purpose of posting and maintaining such notices on the
Premises  as  may  be  necessary  to  protect  Landlord  against  mechanic's,
materialmen's  or  other  liens  and  any  other  notices that may be proper and
necessary.

SIGNS                    15.     Tenant  shall  not place or permit to be placed
in,  upon,  about  or  outside  the said Premises or any part of the building in
which  the  Premises are located, any signs without the prior written consent of
Landlord.

INDEMNIFICATION          16.     Excepting  Landlord's  negligence  or  willful
misconduct,  Landlord  shall be free of all liabilities and claims for damage by
reason  of  any  injury  or death to any person or persons, including Tenant, or
property  of  any kind whatsoever and to whomsoever belonging, including Tenant,
from  any  cause  or  causes  whatsoever,  including  acts or omissions of other
tenants  in  the  building,  except any liability and claim caused solely by the
acts of Landlord, its agents or servants, while in, upon or connected in any way
with  the  Premises,  during  the term of this Lease or any extension or renewal
thereof, or any occupancy hereunder, and Tenant hereby agrees to indemnify, save
harmless  and  defend  Landlord  from  all  liability,  damages, loss, costs and
obligation, including court costs and counsel fees, on account of or arising out
of  or alleged to have arisen out of, directly or indirectly, any such injuries,
death  or  losses,  however  occurring.

INSURANCE               17.     (a)     Tenant  shall  obtain  and keep in force
during  the  term  of  this  Lease  a  policy  of comprehensive public liability
insurance  insuring Landlord and Tenant against any liability arising out of the
ownership,  uses,  occupancy  or  maintenance  of  the  Premises  and  all areas
appurtenant  thereto.  Such insurance shall be a combined single limit policy in
an amount not less than $1,000,000 per occurrence.  Such insurance shall further
insure  Landlord  and  Tenant  against liability for property damage of at least
$100,000.  The  limits of said insurance shall not, however, limit the liability
of  Tenant  hereunder.

                         (b)     Tenant  shall  obtain  and keep in force during
the term of this Lease a policy or policies of insurance covering loss or damage
to  the  Premises  and  property  located thereon to the full extent of Tenant's
insurable  interest  therein  (including  all  improvements, alterations, office
furniture,  trade fixtures, office equipment, merchandise and all other property
of  Tenant  as  well as Tenant Furnished Improvements) in the amount of the full
replacement  value  thereof,  providing  protection  against all perils included
within  the  classification  of  fire,  extended  coverage, vandalism, malicious
mischief,  special  extended  perils  (all  risk)  and  sprinkler  leakage.

                         (c)     Insurance  required  hereunder  shall  be  in
companies  rated  A- or better in "Best's Insurance Guide." Tenant shall deliver
to  the Landlord copies of policies of such insurance or certificates evidencing
the  existence  and  amounts  of such insurance with loss payable clauses naming
Landlord  as  an  additional  insured.  No  such  policy  shall be cancelable or
subject  to  reduction  of  coverage or other modification except after 10 days'
prior  written  notice  to  Landlord.  Tenant shall, within 10 days prior to the
expiration  of  such  policies,  furnish  Landlord  with  renewals  or "binders"
thereof,  or  Landlord  may  order such insurance and charge the cost thereof to
Tenant, which amount shall be payable to Landlord upon demand.  Tenant shall not
do  or permit to be done anything which shall invalidate the insurance policies.
If  Tenant  does  or permits to be done anything which increases the cost of the
insurance  policies,  then Tenant shall pay such additional cost upon Landlord's
demand or reimburse Landlord for any additional premiums attributable to any act
or  omission  or  operation  of  Tenant  causing  such  increase  in the cost of
insurance.  If  Tenant  fails  to  procure  and maintain said insurance policies
required  by  this  paragraph,  then Landlord may, but shall not be required to,
procure  and  maintain  the  same,  but  at  the  expense  of  Tenant.

ESTOPPEL
CERTIFICATE               18.     Tenant  shall execute, acknowledge and deliver
to Landlord at any time within ten (10) business days after request by Landlord,
a  statement  in  writing  certifying,  if  such be the case, that this Lease is
unmodified  and  in  full  force and effect (or if there have been modifications
that the same is in full force and effect as modified), the Commencement Date of
this Lease, the dates on which rent has been paid, and such other information as
Landlord  shall  reasonably request.  It is acknowledged by Tenant that any such
statement is intended to be delivered by Landlord and relied upon by prospective
purchasers, mortgagees, beneficiaries under deeds of trust or assignees thereof.

COMPLIANCE  WITH
LAWS AND RULES          19.     Tenant, at Tenant's sole cost, shall comply with
all  laws,  ordinances,  orders  and regulations of all governmental authorities
with  respect  to  the Premises and the use and occupation thereof by Tenant.  A
judgment  of  any  court of competent jurisdiction or the admission by Tenant in
any  action or proceeding against Tenant that Tenant has violated any such laws,
ordinances,  orders  or  regulations,  shall  be  deemed  to be conclusive as to
Landlord  and  Tenant.

DESTRUCTION          20.     In  the  event  of  damage  causing  a  partial
destruction  of  the  Premises during the term of this Lease from any cause, and
repairs  can  be  made within ninety (90) days from the date of the damage under
the applicable laws and regulations of governmental authorities,  Landlord shall
repair  said  damage  promptly  and  within  a reasonable time, but such partial
destruction  shall  in  nowise  void  this  Lease,  except  that Tenant shall be
entitled to a proportionate deduction of rent while such repairs are being made,
such  proportionate  deductions  to be based upon the extent to which the Office
Area  useable  by  Tenant  bears  to  the  Offices  Area  of  the  Premises.

                         If  such  repairs  cannot  be made in ninety (90) days,
Landlord  may, at its option, make the same within a reasonable time, this Lease
continuing  in  full force and effect and the rent to be proportionately rebated
as  provided  in the previous paragraph.  In the event that Landlord does not so
elect to make such repairs which cannot be made within ninety (90) days, or such
repairs  cannot  be  made  under  such  laws  and regulations, this Lease may be
terminated  at  the  option  of  either  party.

                         In  the  respect  to  any  partial  destruction  which
Landlord  is  obligated to repair or may elect to repair under the terms of this
paragraph,  the  provisions of any statute or law permitting Tenant to terminate
this  Lease  are  waived  by  Tenant.

                         In  case  the  building(s)  be  so injured or destroyed
(although  the  Premises  may  not  be effected) that the Landlord shall decide,
within  a  reasonable  time, not to rebuild or reconstruct the building(s), then
this  Lease  shall  terminate  and  the  Tenant  shall  surrender  the Premises.

CONDEMNATION          21.     If  the whole or any part of the Premises shall be
taken for public or quasi-public use by right of eminent domain, with or without
litigation,  or  transferred  by  agreement  in  connection  with such public or
quasi-public  use,  this  Lease  as  to  the  part  so  taken  or  condemned  or
transferred,  shall  terminate  as of the date title shall vest in the condemnor
and  the  rent  payable  hereunder  shall  be  adjusted  so that Tenant shall be
required to pay, for the remainder of the term, only such portion of the rent as
the  Office  Area, useable by Tenant, remaining after the taking or condemnation
bears  to the Office Area of the Premises as of the date title shall vest in the
condemnor.

                         In  the  event  of  such  taking  or  condemnation  by
judgment, verdict or agreement, Landlord shall have the option to terminate this
Lease  as of said date, or if all of the Premises shall be so taken or condemned
or  such  part  thereof be so taken or condemned so that there does not remain a
portion  susceptible of occupation and use by Tenant hereunder, this Lease shall
thereupon  terminate.

                         All  compensation  awarded  upon  such  condemnation or
taking  shall go to the Landlord and the Tenant shall have no claim thereto, and
the Tenant hereby irrevocably assigns and transfers to the Landlord any right to
compensation  or  damages which the Landlord may become entitled during the term
hereof  by  reason  of  the  condemnation  of  all  or  a  part of the Premises.

INVOLUNTARY
TERMINATION               22.     This  Lease,  at the option of Landlord, shall
immediately  cease  and  terminate  upon  the  happening of any of the following
event:

                         (a)     The  filing  of  a  petition for any proceeding
under  the  Bankruptcy  Act  or                                   any  amendment
thereto  by  Tenant  or  any  other  person  against  Tenant.

                         (b)     A  finding or judgment of insolvency of Tenant.

                         (c)     An  assignment  for the benefit of creditors by
Tenant.

                         (d)     The  levying  of  a  writ  of  execution on the
business  of  Tenant  or  on  the
assets  of  Tenant  located on the Premises, which is not discharged within five
(5)  days  after  the  date  of  said  levying.

                         (e)     The  appointment  of  a  receiver  to  take
possession of the Premises or the                              assets of Tenant.

DEFAULT               23.     If  Tenant  shall  fail to pay after five (5) days
written  notice,  any  part  of  the  rent  provided for herein or any other sum
required  to  be  paid  by  Tenant at the times or in the manner required, or if
Tenant  should  abandon,  vacate or surrender the Premises or be dispossessed by
any  process  of  law,  or  if  default  shall  occur in any of the other terms,
covenants  and  conditions contained in this Lease, Landlord, in addition to all
other  rights  or remedies provided for by law, shall have the right to re-enter
immediately  the  Premises  and remove all persons and property located thereon,
and,  at  Landlord's  option,  to  store  said property in a public warehouse or
elsewhere  at  the  cost  of  and  for  the  account  of  Tenant.

                         Upon  any  such re-entry, Landlord shall have the right
to  make  any reasonable repairs, alterations, or modifications to the Premises,
which Landlord in its sole discretion deems reasonable and necessary.  After any
such  entry,  Landlord shall have the option to terminate this Lease, re-let the
Premises at such rent and upon such conditions and for such a term, whether less
than  or  greater  than  the  unexpired  portion  of  the term of this Lease, as
Landlord  deems  reasonable  and  necessary.  All sums received by Landlord from
such  re-letting  shall be applied first to the payment of all costs incurred in
said  re-letting,  including  but  not limited to reasonable brokerage and legal
fees,  second  to  the  payment  of  the  cost  of  any  repairs, alterations or
modifications  to  the  Premises,  third  to  the payment of any indebtedness of
Tenant  arising  out  of this Lease other than rent due and owing, fourth to the
payment  of any rent due and unpaid hereunder, and the balance, if any, shall be
held  by  Landlord and applied in payment of future rent if such future rent may
become  due and payable.  Should the amounts applied on rent during any month be
less  than  the  rent agreed to be paid during said month by Tenant, then Tenant
shall  pay  the amount of such deficiency to Landlord.  This deficiency shall be
calculated  and  paid  monthly.  Tenant  shall  also pay to Landlord, as soon as
determined,  the  reasonable  costs  and expenses incurred by Landlord in making
repairs,  alterations  or  modifications  to  the  Premises.

                         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 Landlord's intention to terminate this
Lease  be  delivered  to  Tenant.  Notwithstanding  any  such re-letting without
termination,  Landlord  may at any time thereafter during the term of this Lease
elect  to  terminate  this  Lease  by virtue of such previous default by Tenant.

                         In  addition  to  any  other  remedy Landlord may have,
whether any re-letting has occurred or not, Landlord may elect to terminate this
Lease  and  recover  from Tenant any damages incurred by reason of such default,
including  the  costs  of recovering the Premises, as reasonable attorney's fees
and  the then excess, if any, of the rent due pursuant to the provisions of this
Lease  for  the  remainder of the term thereof over the then reasonable value of
the  Premises  for  the  balance  of  the stated term, which amount shall become
immediately  due  and  payable  by  Tenant  to  Landlord.

ATTORNEY  FEE          24.     Tenant  agrees  that if Landlord is involuntarily
made  a  party  defendant to any litigation concerning this Lease or The Park of
which  the leased Premises are a part by reason of any act or omission of Tenant
and  not  because  of  any  act  or omission of Landlord, then Tenant shall hold
harmless the Landlord from all liability by reason thereof, including reasonable
attorney's  fees  incurred  by Landlord in such litigation and all taxable court
costs.  If legal action shall be brought by either of the parties hereto for the
unlawful  detainer  of  the Premises, for the recovery of any rent due under the
provisions  of  this  Lease,  or  because of the breach of any term, covenant or
provision hereof, the party prevailing in said action (Landlord or Tenant as the
case may be) shall be entitled to recover from the party not prevailing costs of
suit  and  a  reasonable attorney's fee which shall be fixed by the Judge of the
Court.

HOLDING OVER          25.     If Tenant remains in possession of the Premises or
any  part  thereof  after  the  expiration  of the term hereof, with the express
written  consent  of  Landlord,  such occupancy shall be a tenancy from month to
month  at  a  rental  in  the amount of the then prevailing rate, plus all other
charges  payable hereunder, and upon all the terms hereof. Tenant shall continue
in possession until such tenancy is terminated by Landlord or Tenant upon thirty
(30)  days'  written  notice  by  either  party.

                         If  Tenant  remains  in  possession  without Landlord's
consent,  after  termination of the Lease, by lapse of time or otherwise, Tenant
shall  pay Landlord for each day of such retention one-fifteenth (1/15th) of the
amount  of  the  monthly rental for the last month prior to such termination and
Tenant  shall  also pay all costs, expenses and damages sustained by Landlord by
reason  of  such  retention,  including,  without  limitation,  claims made by a
succeeding  tenant  results  from  Tenant's  failure  to surrender the premises.

BUILDING  RULES          26.     Tenant  hereby  promises and agrees to keep and
perform  each  and  all of the rules and regulations of The Park hereinafter set
forth  which  are hereby referred to and made a part hereof.  The Landlord shall
have  the  right  to amend said rules and to make other and different reasonable
rules  and  regulations  limiting,  restricting and regulating the privileges of
tenants  in  said  building,  and  all  such  rules  and  regulations so made by
Landlord,  after  notice  thereof  to  Tenant,  shall be binding upon Tenant and
become  conditions  of  the  tenancy  and  covenants  on  the  part of and to be
performed  by  the  Tenant.

REPRESENTATION          27.     Landlord  or  Landlord's  agents  have  made  no
representation  or  promises with respect to The Park, the Premises, or the land
upon  which  the  building(s) is situated, except as herein expressly set forth,
and  no  rights  easements  or licenses are acquired by Tenant by implication or
otherwise  except  as  expressly  set  forth  in  the  provisions of this Lease.

INJUNCTION               28.     In  the  event of a breach or threatened breach
by  Tenant of any of the provisions of this Lease, Landlord shall have the right
of  injunction  and  the  right to invoke any remedy allowed by law or in equity
without  regard to any other rights or remedies Landlord may have as provided in
this  Lease.

SELF-HELP               29.     If  Tenant  shall  default in the performance of
any  covenant  on  its  part  to be performed by virtue of any provision in this
Lease  contained,  Landlord, at its option, may perform the same for the account
and  at  the  expense  of  Tenant, without notice if any emergency exists, or on
twenty (20) days written notice to Tenant, if no emergency exists, and all costs
and  expenses paid or incurred by Landlord incurring such default, together with
interest thereon, shall be deemed additional rent hereunder and shall be due and
payable  by  Tenant  to  Landlord  upon  demand.  Tenant  shall  reimburse  and
compensate Landlord as additional rent within five (5) days after rendition of a
statement  by  Landlord,  for  all  damages  and  fines sustained or incurred by
Landlord,  due  to  nonconformance or noncompliance with or breach or failure to
observe  within  the  periods  herein  provided any provision of this Lease upon
Tenant's  part  to  be  kept,  observed,  performed  or  complied  with.

WAIVER               30.     No  covenant,  term  or  condition  or  the  breach
thereof  shall  be deemed waived, except by written consent of Landlord, and any
waiver  or  the breach of any covenant, term or condition shall not be deemed to
be  a  waiver  of  any  preceding  or succeeding breach of the same or any other
covenant,  term  or  condition.  Acceptance of all or any portion of rent at any
time  shall  not  be  deemed  to  be a waiver of any covenant, term or condition
except  as  to  the  rent  payment  accepted.

RELOCATION  OF
PREMISES               CONDITIONS     31.1     For the purpose of maintaining an
economical and proper distribution of Tenants throughout the Building acceptable
to  Landlord, Landlord shall have the right from time to time during the term of
this  Lease  to relocate the Premises in the Building on the following terms and
conditions:

                    (a)     The  rented  and usable areas of the new location in
the  Building are of equal size                         to the existing location
subject  to  a  variation  of  up  to  ten  percent  (10%)  provided
the  amount  of  rent  payable  under  this  Lease  is  not  increased;

                    (b)     If  the  then  prevailing  rental  rate  for the new
location is less than the amount                              being paid for the
existing  location,  the  rent  shall  be  reduced  to  equal  the  then
prevailing  rent  for  the  new  location;

                    (c)     Landlord  shall  pay  the  cost  of providing tenant
improvements  in  the  new  location                         comparable  to  the
tenant  improvements  in  the  existing  location;

                    (d)     Landlord  shall pay the expenses reasonably incurred
by  Tenant  in connection                              with such substitution of
Premises,  including  but  not  limited  to  costs  of  moving,
door  lettering,  telephone  relocation  and  reasonable  quantities  of  new
stationary.

                    NOTICE     31.2     Landlord shall deliver to Tenant written
notice  of  Landlord's  election  to  relocate  the Premises, specifying the new
location  and  the  amount  of  rent payable therefore at least thirty (30) days
prior  to  the date the relocation is to be effective.  If the relocation of the
Premises is not acceptable to Tenant, Tenant for a period of ten (10) days after
receipt  of  Landlord's  notice  to relocate shall have the right (by delivering
written  notice  to Landlord) to terminate this Lease effective thirty (30) days
after  delivery  of  written  notice  to  Landlord.

NOTICE               32.     All  notices  or  demands  of  any kind required or
desired  to  be  given  by  Landlord to Tenant hereunder shall be in writing and
shall  be delivered by United States mail, registered or certified, addressed to
Tenant  at  the  address of the Premises, or any such other place as Tenant may,
from  time  to  time,  designate  to  Landlord by written notice, whether or not
Tenant has departed therefrom, abandoned or vacated the Premises.  Any notice or
demand  of any kind which Tenant may be required or desires to serve on Landlord
shall  be  served  by  mailing  a copy thereof, by registered or certified mail,
addressed  to  Landlord  at:

                            HUNTINGTON EXECUTIVE PARK
                              16168 Beach Boulevard
                                    Suite 200
                           Huntington Beach, CA  92647

or  any such other place as Landlord may, from time to time, designate to Tenant
by  written  notice.

SUBORDINATION          33.     This  Lease  shall be subject and subordinated at
all times to all ground or underlying leases which now exist or may hereafter be
executed  affecting  the  building(s)  or the land upon which the building(s) is
situated  or  both,  and  to  the  lien of any mortgage or deeds of trust in any
amount  or  amounts  whatsoever now or thereafter place on or against Landlord's
interest  or  estate  herein  or  on  or  against any ground or underlying lease
without the necessity of having further instruments on the part of the Tenant to
effectuate  such  subordination.  However,  if  any  mortgage, trustee or ground
lessor shall elect to have this Lease, prior to the lien of its mortgage or deed
of  trust,  and shall give written notice thereof to Tenant, this Lease shall be
deemed prior to such mortgage, trust deed or ground lease, whether this Lease is
dated  prior or subsequent to the date of said mortgage, deed of trust or ground
lease  or  the  date  of  recording  thereof.

                         The  subordination  of  this  Lease  to any such ground
lease,  mortgage  or  deed  of  trust  shall  be  subject  to  the  following:

a)     In  the  event  of the termination of any ground lease or the sale of The
Park  of  which the Premises are a part (pursuant to foreclosure or the exercise
of  a  power  of  sale  under any such mortgage, deed of trust or other security
instrument),  Tenant  shall  attorn to the ground lessor or the purchaser as the
case  may  be,  and  recognize  such  person  as  the Landlord under this Lease.

(b)     Notwithstanding  such  subordination, Tenant's right to quiet possession
of  the  Premises shall not be disturbed if Tenant is not in default at the time
of any termination described in (a) above and so long as Tenant shall thereafter
pay  the  rent and observe and perform all of the provisions of this Lease to be
observed  and  performed  by  Tenant  unless  this Lease is otherwise terminated
pursuant  to  its  terms.

                         If  in connection with obtaining financing for The Park
at  a  bank,  insurance,  pension  trust,  real estate investment trust or other
recognized  institutional  lender shall request reasonable modifications in this
Lease  as a condition to such financing, Tenant shall not unreasonably withhold,
delay  or  defer  its  consent  thereto, provided that such modifications do not
increase  the obligations of Tenant hereunder or materially adversely effect the
leasehold  interest  hereby  created.

LATE  CHARGES          34.     Tenant  hereby  acknowledges that late payment by
Tenant  to Landlord of rent and other sums due hereunder, or any payment due for
miscellaneous  items  or  services  provided by Landlord at Tenant's request and
expense,  after  five (5) days written notice of nonpayment, will cause Landlord
to incur costs not contemplated by this Lease, the exact amount of which will be
extremely  difficult  to ascertain.  Such costs include, but are not limited to,
processing  and  accounting  charges,  and  late charges which may be imposed on
Landlord  by  the  terms  of  any  mortgage or trust deed covering the Premises.
Accordingly,  in  the event that Tenant shall fail to pay to Landlord within ten
(10)  days  of  the date when due, any payment owing to Landlord pursuant to the
terms  of this Lease (including items or services requested by the Tenant), said
late payment shall bear interest at the rate of ten percent (10%) per annum from
the  date  due  and  payable  until  the same shall have been fully paid and, in
addition:

                    34.1     Service Charge.  For each such late payment, Tenant
shall pay to Landlord a service charge in the amount of Five Percent (5%) of the
amount  due  and  owing  from  Tenant;  and

                    34.2     Landlord's  Option.  Following  each  second
consecutive  late payment of rent, Landlord shall have the option (a) to require
that,  beginning with the first payment of rent due following the date such late
payment  was due, rent shall no longer be paid in monthly installments but shall
be  payable  three (3) months in advance; or (b) to require that Tenant increase
the  amount  of  the security deposit required under Paragraph 10 by one hundred
percent (100%), which additional security deposit shall be retained by Landlord,
and  may  be  applied  by Landlord, in the manner provided in said Paragraph 10.

MISCELLANEOUS          35.
                    (a)     The  captions  of  the  paragraphs contained in this
Lease  are  for  convenience  only
and  shall  not  be  deemed,  in  resolving  any  question  of interpretation or
construction  of  any  paragraph  of  this  Lease,  to  be  relevant.

                    (b)     The  words  "Landlord"  and "Tenant" as used herein,
include,  apply  to,  and  bind
and  benefit the heirs, executors, administrators, assigns and successors of the
Landlord and Tenant, subject to the aforementioned restrictions on assignment of
this  Lease  on  the  part  of  Tenant.

                    (c)     All  of  the terms, covenants and conditions of this
Lease  shall  be  binding  upon
and  inure  to the benefit of the parties hereto and      their heirs, executors
and  administrators,  successors  and  assigns,  except  that  nothing  in  this
provision  shall  be  deemed  to permit any assignment, subletting or use of the
Premises  other  than  as  provided  for  herein.

                    (d)     This  Lease shall be governed and interpreted solely
by  the  laws  of  the  State  of
California  then  in  force.  Both  number,  singular or plural, as used in this
Lease  shall  include all numbers and each gender shall be deemed to include all
genders.

                    (e)     It  is  expressly  understood  between  the  parties
hereto  that  nothing  in  the  way  of
verbal understanding or agreement, either prior to the date hereof or subsequent
thereto, in reference to the lease of the Premises, shall, in any manner, affect
this  Lease  or  be  deemed  a  modification of it or a change in its terms.  No
change  or  modification  or  new  lease shall have any effect unless reduced to
writing  and  signed  by  the  parties  hereto.

                    (f)     Time is of the essence of this Lease and of each and
every  provision  hereof,
except  as  to  the  conditions  relating  to  the delivery of possession of the
Premises  to  Tenant.  All the terms, covenants and conditions contained in this
Lease to be performed by Tenant, if Tenant shall consist of more than one person
or  organization,  shall  be  deemed  to  be  joint  and several, and all rights
remedies granted to Landlord by law shall be cumulative and non-exclusive of any
other  remedy.

(g)     Any checks returned by the bank marked "Non Sufficient Funds" are
subject to
the  greater  of  $30.00  or  the  fee  charged  by  Landlord's  bank.




TENANT:                              LANDLORD:

CHICAGO  PIZZA  &  BREWERY,  INC.,               HUNTINGTON  EXECUTIVE  PARK,
a  California  Corporation                         a  California  Limited
Partnership

                                   BY:     HUNTINGTON  CAPITAL  CORP.,
                                        a  California  Corporation
BY:                                        General  Partner
     Ernest  T.  Klinger,  President
                                   BY:
     Everett  J.  Dodge,  President

DATE:                                   DATE:





<PAGE>
                                     ------

                                   EXHIBIT "A"
                                   -----------

                              LOCATION OF PREMISES
                              --------------------

<PAGE>


                                   FLOOR PLAN
                                   ----------

                          16162 Beach Blvd., Suite 100


                     Insert mutually acceptable space plan.

































































                                   EXHIBIT "B"

                                   EXHIBIT "C"
                                   -----------

                      MEMORANDUM OF LEASE COMMENCEMENT DATE
                      -------------------------------------


          This  memorandum  is  executed  on  October  26,  2000, by and between
                                                              --
HUNTINGTON  EXECUTIVE  PARK,  A  CALIFORNIA LIMITED PARTNERSHIP ("Landlord") and
CHICAGO  PIZZA & BREWERY, INC., A CALIFORNIA CORPORATION ("Tenant") with respect
to  that  certain  Lease between Landlord and Tenant dated as of August 22, 2000
                                                                              --
(the  "Lease").

          With  respect to the Premises defined as 16162 Beach Blvd., Suite 100,
Huntington  Beach,  California, the term of the Lease, defined in Paragraph 2 of
the  Lease,  shall  commence on October 15, 2000 and expire on October 14, 2005.
                                              --                             --


LANDLORD:

HUNTINGTON  EXECUTIVE  PARK,
a  California  Limited  Partnership

By:     HUNTINGTON  CAPITAL  CORPORATION,                    NOTE:     THIS
                                                             ----
EXHIBIT  "C"  TO  BE  EXECUTED
               a  California  Corporation                         UPON
COMMENCEMENT  OF  THE
                              LEASE.


By:
            Everett  J.  Dodge,  President

Dated:


TENANT:

CHICAGO  PIZZA  &  BREWERY,  INC.,
a  California  Corporation




By:
           Ernest T. Klinger, President

Dated:



<PAGE>
                                     ------
                                   EXHIBIT "C"
                                   -----------


                             (Intentionally Omitted)



<PAGE>
                                     ------
                                   EXHIBIT "D"
                                   -----------

                RULES AND REGULATIONS OF THE BUILDING REFERRED TO
                -------------------------------------------------
                  HEREIN WHICH CONSTITUTE A PART OF THIS LEASE
                  --------------------------------------------


1.     The  Tenant  and the Tenant's employees, shall not loiter in the entrance
or  corridors,  or  in  any  way  obstruct the sidewalks, entry passages, halls,
stairways  and  elevators, and shall use the same only as passage ways and means
of  passage  to  and  from  their  respective  offices.

2.     The  sash  doors, sashes, windows, glass doors, lights and skylights that
reflect  or admit light into the halls or other places of the building shall not
be  covered  or obstructed.  The water closets and urinals shall not be used for
any  purpose  other  than those for which they were constructed, and no rubbish,
newspapers or other substances of any kind shall be thrown into them.  Excepting
normal office decorating, the Tenant shall not mark, drive nails, screw or drill
into, paint, or in any way deface the walls, ceilings, partitions, floors, wood,
stone  or  iron  work,  except  with  the  written consent of the Landlord.  The
expense  of  any breakage, stoppage or damage resulting from a violation of this
rule  shall  be  borne  by  the Tenant who has caused such breakage, stoppage or
damage.

3.     Tenant  shall  not  do anything in the Premises or bring or keep anything
therein,  which will in any way increase or tend to increase the risk of fire or
the  rate of fire insurance or which shall conflict with the regulations of Fire
Department  or the fire laws or with any insurance policy on the building or any
part  thereof,  or  with  any  rules  or  ordinances established by the Board of
Health, and he shall not use any machinery therein, even though its installation
may  have  been  permitted,  which  may cause any noise or jar, or tremor to the
floors or walls, or which by its weight might injure the floors of the building.

4.     No  awning,  shade,  sign,  advertisement,  or notice shall be inscribed,
painted  or  affixed  on or to any part of the outside or inside of the building
except  by  the  written consent of the Landlord and except it be of such color,
size and style and in such place upon or in the building as may be designated by
the  Landlord.  If  the  Tenant  desires  window  curtains  in addition to those
already  in  and  owned  by Landlord, they must be of such uniform shape, color,
material and make as may be prescribed by the Landlord and must be put up in the
manner  as  directed  by  the  Landlord  and  paid  for  by  the  Tenant.

5.     Electric  wiring  of  every kind shall be introduced and connected by the
Landlord,  and  no  boring or cutting for wires shall be allowed except with the
consent  of  the  Landlord.  The location of telephone and telegraph instruments
shall  be  designated  by  the  Landlord.

6.     The  Landlord  shall prescribe the weight, size and position of all safes
used in the building and such safes shall in all cases stand on wood or metal of
such  size  as  shall  be  designated  by  the Landlord.  All damage done to the
building  by  putting in, taking out, or maintaining a safe shall be repaired at
the  expense  of  the  Tenant.

7.     The  Tenant  and  the  Tenant's officers, agents and employers, shall not
make  nor  permit  any improper noises in the building, nor interfere in any way
with  other  tenants or those having business with them, nor bring into nor keep
within  the  building  any animal, bird or bicycle.  The Tenant and the Tenant's
officers, agents and employers shall not throw cigar or cigarette butts or other
substances  of  any kind out of the windows or doors, or down the passageways or
skylights  of the building, or sit in, or place anything upon the windowsills or
outside  ledges.

8.     The  Tenant  shall not conduct any auction on said Premises and shall not
store  goods, ware or merchandise on the Premises.  Articles of unusual size and
weight  are  not  permitted  in  the  building.

9.     All freight, furniture and fixtures must be moved into, within and out of
the  building  under  the  supervision  of  the  Landlord, and according to such
regulations  as  may  be  posted in the office of the building, but the Landlord
will  not  be  responsible  for  loss  or damage to such freight from any cause.

10.     No  machinery  of  any  kind will be allowed in the building without the
written  consent  of  the  Landlord.

11.     The requirements of the Tenant will be attended to only upon application
at  the office of the building.  Landlord's employees shall not perform any work
or  do anything outside of their regular duties unless under special instruction
from  the  office  and  no  such  employee  shall  admit  any  person (Tenant or
otherwise)  to  any  office without specific instructions from the office of the
building.

12.     All  keys  to  offices,  rooms  and  toilet rooms shall be obtained from
Landlord's Building Management office and Tenant shall not from any other source
duplicate,  obtain  keys or have keys made.  The Tenant, upon termination of the
tenancy, shall deliver to the Landlord the keys of the offices, rooms and toilet
rooms  which  shall  have  been  furnished or shall pay the Landlord the cost of
replacing  same  or  of  changing the lock or locks operated by such lost key if
Landlord  deems  it  necessary  to  make  such  change.

13.     It is understood and agreed between the Landlord and the Tenant that the
sliding  glass  doors  are  for  the  purpose  of ingress and egress between the
offices and the balconies.  The Tenant shall not allow said doors to remain open
and  thus  add  extra  expense  to  operating  the  heating, ventilating and air
conditioning  systems,  or  allow  rain  to  enter.

14.     The  balconies  shall  remain  free  of all objects except as previously
approved  by  the  Landlord.

15.     Tenant  shall, at all times, be required to use protective shields under
all  desk  chairs.  Landlord  will,  at  Landlord's  expense,  provide  initial
protective  shields  for  Tenant at the time Tenant first occupies the Premises.
Tenant  shall  provide,  at  Tenant's expense, any subsequent protective shields
that  may  be  needed.

16.     The  directory  of  the  Building  will  be provided exclusively for the
display  of  the  name and location of Tenant only and the Landlord reserves the
right  to  exclude  any  other  names  therefrom.

17.     Landlord  shall furnish heating and air conditioning during the hours of
8:00  a.m.  to  6:00  p.m.  Monday through Friday, and 8:00 a.m. to 1:00 p.m. on
Saturday, Sundays and holidays (as defined in paragraph 7 of the Lease)excepted.
In  the  event  Tenant  requires  heating and air conditioning during off hours,
Sundays  or holidays, Landlord shall on notice provide such services at the then
prevailing  rate  for  such  extra  services.

     G  U  A  R  A  N  T  Y

          In consideration of the execution of the within Lease by the Landlord,
the  undersigned  does  hereby  guaranty  to  the  Landlord,  its successors and
assigns,  the  performance  by  the  Tenant  of  all  the  terms,  covenants and
conditions  of  the  within  Lease  on  the  part  of  the Tenant to be kept and
performed,  including  the  payment of rent.  No waiver, alteration or extension
between  Landlord  and  the  Tenant  shall  in  anywise  affect  this  guaranty.

          This  guaranty shall continue during the entire term of said Lease and
until  the surrender of the Premises to the Landlord in the manner provided.  If
any  action  be  brought on this Guaranty by Landlord, the undersigned agrees to
pay  reasonable  attorney's  fees  to  Landlord.




Witness  to  Signature  of  Guarantor                                  Guarantor






</TEXT>
</DOCUMENT>
