MEGO FINANCIAL CORP
<DOCUMENT>
<TYPE>EX-10.255
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>


                                                               Exhibit 10.255

                                  OFFICE LEASE
                                  ------------
     This  Office  Lease,  which  includes  the preceding Summary of Basic Lease
Information  (the  "Summary")  attached  hereto  as  pages (ii) through (iv) and
incorporated  herein by this reference (the Office Lease and Summary to be known
sometimes collectively hereafter as the "Lease"), dated as of the date set forth
in  Section  1 of the Summary, is made by and between "Landlord" and "Tenant" as
    ----------
those  terms  are  defined  in  Sections  2  and 4 of the Summary, respectively.
                                ------------------
                                    ARTICLE 1
                      REAL PROPERTY, BUILDING AND PREMISES
                     -------------------------------------

1.1     Real Property, Building and Premises.  Upon and subject to the terms set
        ------------------------------------
     forth  in  this  Lease,  Landlord hereby leases to Tenant and Tenant hereby
leases  from  Landlord the premises set forth in Section 6.2 of the Summary (the
                                                 -----------
"Premises"),  which  Premises  are  located in the building (the "Building") set
forth  in  Section 6.1 of the Summary, reserving, however, to Landlord:  (i) the
           -----------
sole  and  exclusive right to consent to the use or occupancy of the Premises by
any  person other than Tenant, whether by sublease, assignment or otherwise, and
all  right,  title and interest in the economic value of the leasehold estate in
the  Premises  for  the Lease Term, all as more fully set forth in Article 14 of
                                                                   ----------
this  Lease,  (ii)  all  of the Building, except for the space within the inside
surfaces  bounding the Premises, and except as provided below in this Article 1,
                                                                      ---------
and  (iii)  the rights, interests and estates reserved to Landlord by provisions
of  this Lease or operation of law.  The outline of the Premises is set forth in
Exhibit  A  attached hereto.  The rentable square footage of the Premises is set
----------
forth in Section 6 of the Summary.  The Building, the parking area servicing the
         ---------
Building,  the  land  upon which the Building stands, and the land, improvements
and  other  buildings surrounding the Building which are designated from time to
time  by  Landlord  as  appurtenant  to  or  servicing  the Building, are herein
sometimes  collectively  referred  to  herein  as  the  "Real Property."  Tenant
acknowledges  that Landlord has made no representation or warranty regarding the
condition  of  the Real Property except as specifically set forth in this Lease.
Tenant  is  hereby  granted  the  right  to  the  nonexclusive use of the common
corridors  and  hallways,  stairwells,  elevators, restrooms and other public or
common areas located on the Real Property; provided, however, that the manner in
which  such  public and common areas are maintained and operated shall be at the
sole  discretion  of Landlord and the use thereof shall be subject to the rules,
regulations  and  restrictions  attached  hereto  as  Exhibit  B (the "Rules and
                                                      ----------
Regulations").  Landlord  reserves the right to make alterations or additions to
or  to change the location of elements of the Real Property and the common areas
thereof.

1.2     Condition  of Premises.  Except as expressly set forth in this Lease and
        ----------------------
in  the  Tenant  Work Letter attached hereto as Exhibit D, Landlord shall not be
                                                ---------
obligated  to  provide  or pay for any improvements, work or services related to
the  improvement,  remodeling or refurbishment of the Premises, and Tenant shall
accept  the  Premises  in  its "AS IS" condition on the Lease Commencement Date.
Notwithstanding  the  foregoing,  Landlord  agrees  to  use  its  commercially
reasonable  efforts to construct, at its sole cost and expense, both a men's and
women's  restroom  on  the first (1st) floor of the  Building within thirty (30)
days  following  the  Lease  Commencement  Date, subject to Force Majeure Delays
(defined  in  Section  27.13  below)  and  any  delays  caused  by  Tenant.

1.3     Verification  of  Rentable  Square  Feet  of Premises and Building.  For
        ------------------------------------------------------------------
purposes  of  this Lease, "rentable square feet" shall be calculated pursuant to
Standard  Method for Measuring Floor Area in Office Buildings, ANSI Z65.1 - 1996
("BOMA"),  provided  that  the rentable square footage of the Building shall, in
any  event,  include  all  of,  and  the rentable square footage of the Premises
therefore  shall  include  a  portion of, the square footage of the ground floor
common  areas located within the Building and the common area and occupied space
of  the  portions  of the Building or Real Property, dedicated to the service of
the  Building.  The  rentable  square  feet of the Premises and the Building are
subject  to  verification  from  time to time by Landlord's planner/designer and
such  verification  shall  be  made  in  accordance  with the provisions of this
Article  1.  Tenant's  architect  may  consult  with Landlord's planner/designer
      ----

<PAGE>

regarding  such  verification,  except  to the extent it relates to the rentable
square  footage  of  the  Building;  however,  the  determination  of Landlord's
planner/designer  shall  be  conclusive  and  binding  upon  the  parties.  If
Landlord's  planner/designer  determines  that  the  amounts  thereof  shall  be
different  from  those  set  forth  in  this Lease, all amounts, percentages and
figures  appearing or referred to in this Lease based upon such incorrect amount
(including,  without  limitation,  the  amount  of  the "Rent" and any "Security
Deposit,"  as those terms are defined in Article 4 and Article 21 of this Lease,
                                         ---------     ----------
respectively)  shall be modified in accordance with such determination.  If such
determination  is  made,  it will be confirmed in writing by Landlord to Tenant.

                                    ARTICLE 2
                                   LEASE TERM
                                   -----------

2.1     Initial Term.  The terms and provisions of this Lease shall be effective
        ------------
     as  of  the date of this Lease.  The term of this Lease (the  "Lease Term")
shall  be  as  set forth in Section 7.1 of the Summary and shall commence on the
                            -----------
date  (the  "Lease  Commencement  Date")  set  forth in Section 8(a) of the Work
                                                        ------------
Letter Agreement attached hereto as Exhibit "D", and shall terminate on the date
                                    -----------
(the  "Lease  Expiration  Date") set forth in Section 7.3 of the Summary, unless
                                              -----------
this  Lease  is sooner terminated as hereinafter provided.  For purposes of this
Lease,  the  term  "Lease  Year"  shall  mean each consecutive twelve (12) month
period during the Lease Term; provided, however, that the first Lease Year shall
commence  on the Lease Commencement Date and end on the last day of the eleventh
month thereafter and the second and each succeeding Lease Year shall commence on
the  first  day  of  the next calendar month; and further provided that the last
Lease Year shall end on the Lease Expiration Date.  At any time during the Lease
Term,  Landlord  may  deliver  to  Tenant  a  notice in the form as set forth in
Exhibit  C,  attached  hereto, which Tenant shall execute and return to Landlord
      ----
within  five  (5)  days  of  receipt  thereof.

2.2     Delivery  of  Possession.  Landlord  agrees to deliver possession of the
        ------------------------
Premises  to  Tenant  when  the  Tenant  Improvements  have  been  substantially
completed in accordance with Exhibit D to this Lease.  The parties estimate that
                             ---------
Landlord  will  deliver  possession of the Premises to Tenant and the Lease
Term  will  commence  on  or  before the anticipated Lease Commencement Date set
forth  in  Section  7.2 of the Summary.  Landlord agrees to use its commercially
           ------------
reasonable  efforts  to  cause  the Premises to be substantially completed on or
before such anticipated Lease Commencement Date.  Tenant agrees that if Landlord
is  unable  to  deliver possession of the Premises to Tenant on or prior to such
anticipated Lease Commencement Date, the Lease will not be void or voidable, nor
will  Landlord  be  liable to Tenant for any loss or damage resulting therefrom,
but if such late delivery is due to Landlord's negligence or willful misconduct,
or  due  to  any  Force Majeure delays, then, as Tenant's sole remedy, the Lease
Commencement  Date will be extended one (1) day for each day Landlord is delayed
in  delivering  possession  of  the  Premises  to  Tenant.

2.3     Early  Access  Rights.  Subject  to Article 10 herein, and provided this
        ---------------------               ----------
Lease  has been fully executed and delivered between Landlord and Tenant, Tenant
and  Tenant's  contractors  may  have  rent-free  access  to  the Premises up to
fourteen (14) days prior to the anticipated Lease Commencement Date set forth in
Section  7.2  of  the  Summary,  for  the  sole  purpose  of installing Tenant's
------------
furniture,  computer  cabling,  telephone  equipment,  and other fixtures in the
--------
Premises;  provided,  however,  such early access is granted under the condition
that  such  access  is coordinated with Landlord's representatives and that such
Tenant's work causes no delays or inconvenience for Landlord's contractors.  Any
such  delays  or  inconvenience  shall be deemed a Tenant delay, as set forth in
Section  5  of  Exhibit  D  herein.
                ----------

                                    ARTICLE 3
                                    BASE RENT
                                   ----------


     Tenant  shall  pay, without notice or demand, to Landlord at the management
office of the Building, or at such other place as Landlord may from time to time
designate  in  writing, in the form of a check (which is drawn upon a bank which
is  located in the State of California), base rent ("Base Rent") as set forth in

<PAGE>

Section  8 of the Summary, payable in equal monthly installments as set forth in
----------
Section 8 of the Summary in advance on or before the first day of each and every
---------
calendar  month  during  the  Lease  Term,  without  any  setoff  or  deduction
whatsoever.  The  Base Rent for the first (1st) full calendar month of the Lease
Term,  shall  be  paid  at the time of Tenant's execution of this Lease.  If any
"Rent"  (as  that term is defined in Section 4.1, below) payment date (including
                                     -----------
the  Lease  Commencement Date) falls on a day of a calendar month other than the
first day of such calendar month or if any Rent payment is for a period which is
shorter than one calendar month such as during the last month of the Lease Term,
the Rent for any fractional calendar month shall accrue on a daily basis for the
period from the date such payment is due to the end of such calendar month or to
the end of the Lease Term at a rate per day which is equal to 1/365 of the Rent.
All  other  payments  or adjustments required to be made under the terms of this
Lease  that  require  proration  on  a  time basis shall be prorated on the same
basis.
                                    ARTICLE 4
                                ADDITIONAL RENT
                              -------------------
4.1     Additional  Rent.  In  addition  to  paying  the  Base Rent specified in
        ----------------
Article 3 of this Lease, Tenant shall pay as additional rent "Tenant's Share" of
     ----
     the amount by which annual "Operating Expenses," "Insurance Expenses", "Tax
Expenses"  and  "Utilities  Expenses"  (as  those  terms are defined in Sections
                                                                        --------
4.2.2,  4.2.4,  4.2.5,  4.2.6 and 4.2.7 of this Lease, respectively), exceed the
     ----------------------------------
amount  of  "Operating  Expenses,"  "Insurance  Expenses",  "Tax  Expenses"  and
"Utilities Expenses", respectively, for the "Base Year," as that term is defined
in  Section  4.2.1  of  this  Lease;  provided,  however,  Tenant  shall  not be
    --------------
responsible for any such excess during the first twelve (12) months of the Lease
   ------
Term.  Such  additional rent, together with any and all other amounts payable by
Tenant  to  Landlord,  as additional rent or otherwise, pursuant to the terms of
this  Lease,  shall  be  hereinafter collectively referred to as the "Additional
Rent."  The Base Rent and Additional Rent are herein collectively referred to as
the  "Rent."  All  amounts  due under this Article 4 as Additional Rent shall be
                                           ---------
payable in the same manner, time and place as the Base Rent.  Without limitation
on  other  obligations of Tenant which shall survive the expiration of the Lease
Term,  the obligations of Tenant to pay the Additional Rent provided for in this
Article  4  shall  survive  the  expiration  of  the  Lease  Term.
----------

4.2     Definitions.  As  used in this Article 4, the following terms shall have
        -----------                    ---------
the  meanings  hereinafter  set  forth:
4.2.1     "Base  Year"  shall  mean  the  period set forth in Section 9.1 of the
                                                              -----------
Summary.

4.2.2     "Direct  Expenses"  shall  mean  "Operating  Expenses",  "Insurance
Expenses",  "Utilities  Expenses"  and  "Tax  Expenses,"  collectively.

4.2.3     "Expense  Year"  shall mean each calendar year in which any portion of
the Lease Term falls, through and including the calendar year in which the Lease
     Term  expires.

4.2.4     "Operating  Expenses"  shall  mean  all expenses, costs and amounts of
every  kind and nature which Landlord shall pay or incur during any Expense Year
because of or in connection with the ownership, management, maintenance, repair,
replacement,  restoration  or  operation  of  the Real Property, including,
without  limitation,  any  amounts  paid  or  incurred  for  (i)  the  cost  of
maintaining,  repairing, replacing, renovating and managing the utility systems,
mechanical  systems, sanitary and storm drainage systems, communication systems,
and  escalator  and  elevator  systems,  and  the  cost  of supplies, tools, and
equipment  and  maintenance  and service contracts in connection therewith; (ii)
the  cost  of  licenses,  certificates,  permits and inspections and the cost of
contesting  the  validity  or applicability of any governmental enactments which
may  affect  Operating  Expenses,  and the costs incurred in connection with the
implementation  and  operation  of a transportation system management program or
similar  program; (iii) fees, charges and other costs, including management fees
(or  amounts in lieu thereof), consulting fees (including but not limited to any
consulting fees incurred in connection with the procurement of insurance), legal
fees  and  accounting  fees,  of  all  persons  engaged by Landlord or otherwise
reasonably  incurred  by  Landlord in connection with the management, operation,
administration,  maintenance  and  repair of the Real Property; (iv) the cost of
parking  area  repair,  restoration, and maintenance, including, but not limited
to,  resurfacing,  repainting, restriping, and cleaning; (v) wages, salaries and
other  compensation  and  benefits  of  all  persons  engaged  in the operation,
maintenance  or  security  of  the Real Property, and employer's Social Security
taxes,  unemployment taxes or insurance, and any other taxes which may be levied
on  such  wages,  salaries,  compensation  and  benefits;  provided, that if any
employees  of  Landlord  or Landlord's agents provide services for more than one
building,  then  a prorated portion of such employees' wages, benefits and taxes
shall  be  included  in Operating Expenses based on the portion of their working
time  devoted to the Real Property, and provided further, that no portion of any
employee's  wages, benefits, or taxes allocable to time spent on the development
or  marketing of the Real Property shall be included in Operating Expenses; (vi)
payments  under  any  easement,  license,  operating  agreement,  declaration,
restrictive  covenant,  or  instrument pertaining to the sharing of costs by the
Building;  (vii)  amortization  (including interest on the unamortized cost at a
rate  equal to the commercial loan rate announced by Bank of America, a national
<PAGE>


banking  association,  or  its  successor,  as its prime rate, plus 2% per annum
fixed  at the time of the acquisition or rental of the personal property) of the
cost  of  acquiring  or  the  rental  expense  of  personal property used in the
maintenance,  operation and repair of the Building and Real Property; (viii) the
cost  of  Landlord's  office  and office operation for the Building and the Real
Property  and  all supplies and materials used in connection therewith; and (ix)
the  cost of capital improvements or other costs incurred in connection with the
Real  Property  (A)  which  relate  to  the  operation,  repair, maintenance and
replacement  of  all  systems,  equipment  or  facilities  which  serve the Real
Property  in  the  whole  or  in  part, (B) which are intended as a labor-saving
device  or to effect other economies in the operation or maintenance of the Real
Property,  or  any  portion  thereof  to  the  extent of cost savings reasonably
anticipated  by Landlord, or (C) that are required under any governmental law or
regulation that is then being enforced by a federal, state or local governmental
agency; provided, however, that each such permitted capital expenditure shall be
amortized  (including  interest  on  the unamortized cost with the interest rate
(the  "Interest  Rate") fixed at the time such expenditure is placed in service)
over its useful life as Landlord shall reasonably determine.  If Landlord is not
furnishing  any  particular  work or service (the cost of which, if performed by
Landlord,  would  be  included  in  Operating  Expenses)  to  a  tenant  who has
undertaken to perform such work or service in lieu of the performance thereof by
Landlord,  Operating Expenses shall be deemed to be increased by an amount equal
to  the  additional Operating Expenses which would reasonably have been incurred
during  such period by Landlord if it had at its own expense furnished such work
or  service  to  such tenant.  If the Building is not one hundred percent (100%)
occupied  during  all  or  a portion of any Expense Year, Landlord shall make an
appropriate adjustment to the variable components of Operating Expenses for such
Expense Year as reasonably determined by Landlord employing sound accounting and
management  principles, to determine the amount of Operating Expenses that would
have  been  paid  had the Building been one hundred percent (100%) occupied, and
the  amount  so  determined shall be deemed to have been the amount of Operating
Expenses  for  such  Expense  Year.  Landlord shall have the right, from time to
time,  to  equitably  allocate  some  or  all  of  the  Operating Expenses among
different  tenants  of  the  Building  (the  "Cost Pools").  Such Cost Pools may
include,  but  shall not be limited to, the office space tenants of the Building
and  the  retail  space  tenants  of  the  Building.


4.2.5     "Tax  Expenses"  shall  mean  all  federal,  state,  county,  or local
governmental  or  municipal  taxes,  fees, charges or other impositions of every
kind and nature, whether general, special, ordinary or extraordinary (including,
without  limitation, real estate taxes, general and special assessments, transit
taxes  or charges, business or license taxes or fees, annual or periodic license
or  use  fees,  open space charges, housing fund assessments, leasehold taxes or
taxes  based  upon  the receipt of rent, including gross receipts or sales taxes
applicable  to  the  receipt  of  rent,  unless  required  to be paid by Tenant,
personal  property  taxes  imposed  upon  the  fixtures,  machinery,  equipment,
apparatus,  systems  and  equipment, appurtenances, furniture and other personal
property  used  in  connection  with  the Building), which Landlord shall pay or
incur  during any Expense Year (without regard to any different fiscal year used
by  such  governmental  or municipal authority) because of or in connection with
the ownership, leasing and operation of the Real Property.  For purposes of this
Lease,  Tax  Expenses  shall  be calculated as if the tenant improvements in the
Building  were  fully  constructed  and the Real Property, the Building, and all
tenant  improvements  in  the  Building  were fully assessed for real estate tax
purposes,  and  accordingly,  during  the  portion of any Expense Year occurring
during  the  Base  Year,  Tax  Expenses  shall  be  deemed  to  be  increased
appropriately.

4.2.5.1     Tax  Expenses  shall  include,  without  limitation:
(i)     Any  assessment,  tax,  fee,  levy  or  charge  in  addition  to,  or in
substitution,  partially or totally, of any assessment, tax, fee, levy or charge
previously  included  within  the  definition  of  real  property  tax, it being
acknowledged  by  Tenant  and  Landlord  that  Proposition 13 was adopted by the
voters  of  the State of California in the June 1978 election ("Proposition 13")
and  that  assessments,  taxes,  fees,  levies  and  charges  may  be imposed by
governmental agencies for such services as fire protection, street, sidewalk and
road  maintenance,  conservation, refuse removal and for other governmental
services  formerly provided without charge to property owners or occupants, and,
in  further recognition of the decrease in the level and quality of governmental

<PAGE>

services  and  amenities  as a result of Proposition 13, Tax Expenses shall also
include  any  governmental  or private assessments or the Project's contribution
towards  a  governmental  or  private  cost-sharing agreement for the purpose of
augmenting  or improving the quality of services and amenities normally provided
by  governmental  agencies.  It is the intention of Tenant and Landlord that all
such  new  and  increased  assessments, taxes, fees, levies, and charges and all
similar  assessments,  taxes,  fees,  levies  and charges be included within the
definition  of  Tax  Expenses  for  purposes  of  this  Lease;

(ii)     Any  assessment,  tax, fee, levy, or charge allocable to or measured by
the  area  of  the  Premises  or  the rent payable hereunder, including, without
limitation,  any  gross  income tax with respect to the receipt of such rent, or
upon  or  with  respect  to  the  possession,  leasing,  operating,  management,
maintenance,  alteration, repair, use or occupancy by Tenant of the Premises, or
any  portion  thereof;

(iii)     Any assessment, tax, fee, levy or charge, upon this transaction or any
document  to which Tenant is a party, creating or transferring an interest or an
estate  in  the  Premises;  and

(iv)     Any  possessory  taxes  charged or levied in lieu of real estate taxes.


4.2.5.2     Any  expenses  incurred by Landlord in attempting to protest, reduce
or  minimize Tax Expenses shall be included in Operating Expenses in the Expense
Year such expenses are paid.  Tax refunds shall be deducted from Tax Expenses in
the  Expense  Year  they are received by Landlord.  All special assessments
which  may  be  paid  in  installments  shall be paid by Landlord in the maximum
number  of installments permitted by law and not included in Tax Expenses except
in the year in which the assessment is actually paid; provided, however, that if
the  prevailing  practice in comparable buildings located in the vicinity of the
Building  is  to  pay  such assessments on an early basis, and Landlord pays the
same  on  such  basis, such assessments shall be included in Tax Expenses in the
year  paid  by  Landlord.  The  amount  of  Tax  Expenses  for  the  Base  Year
attributable  to  the  valuation  of  the  Real  Property,  inclusive  of tenant
improvements,  shall  be  known  as  "Base  Taxes".  If  in  any comparison year
subsequent  to  the  Base  Year,  the  amount  of Base Taxes decreases, then for
purposes  of  all  subsequent comparison years, including the comparison year in
which  such  decrease  in Taxes occurred, the Base Year shall be decreased by an
amount  equal  to  the  decrease  in  Base  Taxes.

4.2.5.3     Notwithstanding  anything  to the contrary contained in this Section
                                                                         -------
4.2.5 (except as set forth in Section 4.2.5.1 or levied in whole or part in lieu
 ----                         ---------------
of  Tax Expenses), there shall be excluded from Tax Expenses (i) all excess
profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and
succession  taxes, estate taxes, federal and state income taxes, and other taxes
to  the  extent  applicable  to  Landlord's general or net income (as opposed to
rents,  receipts or income attributable to operations at the Building), (ii) any
items  included  as Operating Expenses, and (iii) any items paid by Tenant under
Section  4.5  of  this  Lease.
 -----------

4.2.6     "Insurance  Expenses" shall mean the costs of all insurance maintained
by  Landlord  for  the  Real  Property  as  determined  annually  by  Landlord.

4.2.7     "Utilities Expenses" shall mean the cost of all utilities supplied for
the  Building  and the Real Property (including, without limitation, water,
sewer,  electricity,  telephone  and HVAC), other than those utilities which are
paid directly by Tenant and other tenants of the Building for excess consumption

<PAGE>

and after-hours HVAC pursuant to Section 6.2 of this Lease or similar provisions
                                 -----------
in  other tenants' leases.  Utilities Expenses shall include "Electrical Costs",
i.e.,  (a)  charges  paid  by  Landlord  for  electricity; (b) costs incurred in
connection  with  an  energy  management  program  for  the Building or the Real
Property;  and (c) if and to the extent permitted by law, a fee for the services
provided  by  Landlord in connection with the selection of utility companies and
the  negotiation and administration of contracts for electricity, provided, that
such  fee  shall  not  exceed  fifty  percent  (50%)  of any savings obtained by
Landlord  for  such  utilities.  The following shall be deducted from Electrical
Costs:  (i)  amounts  received  by  Landlord as reimbursement for above standard
electrical  consumption;  (ii)  the  cost  of  electricity  incurred  to provide
overtime  HVAC  to  specific  tenants (as reasonably estimated by Landlord); and
(iii)  if  any  tenant  is  billed  directly  for  the cost of building standard
electricity  to  the Premises as a separate charge in addition to Base Rent, the
cost  of  electricity  to  individual  tenant  spaces  in  the  Building.

4.2.8     "Tenant's Share" shall mean the percentage set forth in Section 9.2 of
                                                                  -----------
     the  Summary.  Tenant's  Share  was calculated by multiplying the number of
rentable  square  feet  of  the  Premises by 100 and dividing the product by the
total  rentable  square feet in the Building.  If either the Premises and/or the
Building is expanded or reduced, Tenant's Share shall be appropriately adjusted,
and, as to the Expense Year in which such change occurs, Tenant's Share for such
year  shall be determined on the basis of the number of days during such Expense
Year  that  each  such  Tenant's  Share  was  in  effect.

4.3     Calculation  and  Payment  of  Additional  Rent.
        -----------------------------------------------

4.3.1     Calculation  of  Excess.  For  each  Expense Year ending or commencing
          -----------------------
within  the Lease Term, Tenant shall pay to Landlord, in the manner set forth in
Section  4.3.2, below, and as Additional Rent:  (i) the amount by which Tenant's
--------------
Share  of  Operating  Expenses  for  such Expense Year exceeds Tenant's Share of
Operating Expenses for the Base Year; (ii) the amount by which Tenant's Share of
Insurance  Expenses  for  such  Expense  Year  exceeds  Tenant's  Share  of
Insurance  Expenses  for the Base Year; (iii) the amount by which Tenant's Share
of Tax Expenses for such Expense Year exceeds Tenant's Share of Tax Expenses for
the Base Year; and (iv) the amount by which Tenant's Share of Utilities Expenses
for  such Expense Year exceeds Tenant's Share of Utilities Expenses for the Base
Year  (collectively,  the  "Excess  Expenses").

4.3.2     Statement  of Actual Direct Expenses and Payment by Tenant.  Following
          ----------------------------------------------------------
the  end  of  each  Expense Year, Landlord shall give to Tenant a statement (the
"Statement"),  which  Statement  shall  state  the  Direct  Expenses incurred or
accrued for such preceding Expense Year broken down by category, and which shall
indicate  the amount, if any, of any Excess Expenses for any and all Direct
Expense  categories.  Upon receipt of the Statement for each Expense Year ending
during  the  Lease  Term,  if any Excess Expenses are present, Tenant shall pay,
with  its  next installment of Base Rent due, but in no event longer than thirty
(30)  days  after  receipt  of  such  Statement,  the full amount of such Excess
Expenses  for  such  Expense  Year,  less  the amounts, if any, paid during such
Expense  Year as "Estimated Excess Expenses," as that term is defined in Section
                                                                         -------
4.3.3,  below.  The  failure of Landlord to timely furnish the Statement for any
-----
Expense  Year  shall not prejudice Landlord from enforcing its rights under this
Article  4.  Even  though  the Lease Term has expired and Tenant has vacated the
----------
Premises,  when  the final determination is made of Tenant's Share of the Direct
Expenses  for  the  Expense  Year  in  which  this Lease terminates, taking into
consideration  that  the  Lease  Expiration  Date may have occurred prior to the
final  day  of  the  applicable  Expense Year, if any Excess Expenses are owing,
Tenant shall immediately pay to Landlord an amount as calculated pursuant to the
provisions of Section 4.3.1 of this Lease.  The provisions of this Section 4.3.2
              -------------                                        -------------
shall  survive  the  expiration  or  earlier  termination  of  the  Lease  Term.

<PAGE>


4.4     Extraordinary  Base  Year  Expenses.  Notwithstanding  anything  to  the
        -----------------------------------
contrary  set  forth  in  this  Article  4,  when  calculating any of the Direct
                                ----------
Expenses  for  the  Base  Year, (i) Base Year Tax Expenses shall not include any
increase  in  Tax  Expenses  occurring  in the Base Year attributable to special
assessments,  charges,  costs,  or  fees,  or due to modifications or changes in
governmental  laws  or regulations, including but not limited to the institution
of  a  split tax roll, (ii) Base Year Operating Expenses shall not include costs
resulting  from  market-wide  labor-rate  increases  due  to  extraordinary
circumstances,  including,  but  not limited to, boycotts and strikes,  or other
shortages  and  amortized costs relating to capital improvements, and (iii) Base
Year Utility Expenses shall not include extraordinary utility rate increases and
other  utility  related  costs and charges incurred in the Base Year due to
extraordinary  circumstances  including,  but  not  limited  to,  conservation
surcharges, costs and expenses arising due to brown-outs, black-outs, shut downs
or  other government or utility service provider mandated service interruptions,
boycotts,  or  embargoes, including costs of temporary, alternative or permanent
replacement  power  services  and  equipment.

4.5     Taxes  and  Other  Charges  for  Which  Tenant  Is Directly Responsible.
        -----------------------------------------------------------------------
Tenant shall reimburse Landlord, as Additional Rent, upon demand for any and all
taxes required to be paid by Landlord (except to the extent included in Tax
Expenses  by Landlord), excluding state, local and federal personal or corporate
income  taxes measured by the net income of Landlord from all sources and estate
and  inheritance taxes, whether or not now customary or within the contemplation
of  the  parties  hereto,  when:

     4.5.1 Said taxes are measured by or reasonably attributable to the cost or
value of Tenant's equipment, furniture, fixtures and other personal property
located in the Premises, or by the cost or value of any leasehold improvements
made in or to the Premises by or for Tenant, to the extent the cost or value of
such leasehold improvements exceeds the cost or value of a building standard
build-out as determined by Landlord regardless of whether title to such
improvements shall be vested in Tenant or Landlord;

     4.5.2 Said taxes are assessed upon or with respect to the possession,
leasing, operation, management, maintenance, alteration, repair, use or
occupancy by Tenant of the Premises, any portion of the Real Property or the
parking facility used by Tenant in connection with this Lease; or

     4.5.3 Said taxes are assessed upon this transaction or any document to
which Tenant is a party creating or transferring an interest or an estate in the
Premises.

4.6     Landlord's  Books and Records.  Within ninety (90) days after receipt of
        -----------------------------
a  Statement  by  Tenant,  if  Tenant disputes the amount of Additional Rent set
forth  in  the  Statement,  an  independent  certified  public accountant (which
accountant  is  a member of a nationally recognized accounting firm), designated
and  paid  for  by  Tenant,  may,  after  reasonable  notice  to Landlord and at
reasonable  times,  inspect  Landlord's  records at Landlord's offices, provided
that  Tenant  is  not  then  in default under this Lease and Tenant has paid all
amounts  required  to  be  paid  under  the  applicable  Estimate  Statement and
Statement,  as  the  case  may  be.  Tenant's  failure  to dispute the amount of
Additional  Rent  set forth in any Statement within ninety (90) days of Tenant's
receipt  of  such  Statement  shall  be  deemed  to be Tenant's approval of such
Statement  and  Tenant,  thereafter,  waives the right or ability to dispute the
amounts  set  forth  in  such Statement.  If after such inspection, Tenant still
disputes  such Additional Rent, a determination as to the proper amount shall be
made,  at  Tenant's  expense, by an independent certified public accountant (the
"Accountant")  selected by Landlord and subject to Tenant's reasonable approval;
provided  that  if  such  determination  by  the  Accountant  proves that Direct
Expenses  were overstated by more than five percent (5.0%), then the cost of the
Accountant  and  the  cost  of such determination shall be paid for by Landlord.
Landlord  shall be required to maintain records of all Direct Expenses set forth
in  each  Statement  delivered  to Tenant for two (2) years following Landlord's
delivery  of  the  applicable  Statement.

<PAGE>

                                    ARTICLE 5
                                USE OF PREMISES
                               ------------------

<PAGE>


5.1     Use.  Tenant  shall  use the Premises solely for the "Permitted Use", as
        ---
that  term  is defined in Section 12 of the Summary, and Tenant shall not use or
                          ----------
permit  the  Premises  to  be  used for any other purpose or purposes whatsoever
without  the  prior  written  consent  of  Landlord,  which  may  be withheld in
Landlord's sole discretion.  The uses prohibited under this Lease shall include,
without  limitation,  use  of  the  Premises  or  a portion thereof for (i)
offices  of  any agency or bureau of the United States or any state or political
subdivision  thereof;  (ii)  offices  or agencies of any foreign governmental or
political subdivision thereof; (iii) offices of any health care professionals or
service  organization;  (iv)  schools or other training facilities which are not
ancillary  to  corporate,  executive  or  professional office use; (v) retail or
restaurant  uses;  or  (vi) communications firms such as radio and/or television
stations.  Tenant shall not allow occupancy density of use of the Premises which
is  greater  than  the  average  density  of  the other tenants of the Building.
Tenant  further  covenants and agrees that it shall not use, or suffer or permit
any  person  or  persons to use, the Premises or any part thereof for any use or
purpose  contrary  to  the Rules and Regulations, or in violation of the laws of
the  United  States  of  America,  the  State  of California, or the ordinances,
regulations  or  requirements of the local municipal or county governing body or
other  lawful  authorities  having jurisdiction over the Building.  Tenant shall
faithfully  observe  and  comply with the Rules and Regulations.  Landlord shall
not  be  responsible  to  Tenant for the nonperformance of any of such Rules and
Regulations  by  or otherwise with respect to the acts or omissions of any other
tenants  or  occupants  of  the Building.  Tenant shall comply with all recorded
covenants,  conditions,  and  restrictions  now  or hereafter affecting the Real
Property.  Tenant  shall  not  use  or allow another person or entity to use any
part  of  the  Premises  for the storage, use, treatment, manufacture or sale of
hazardous materials or substances as defined pursuant to any applicable federal,
state or local governmental or quasi-governmental law, code, ordinance, rule, or
regulation.  Landlord  acknowledges, however, that Tenant will maintain products
in  the  Premises  which are incidental to the operation of its offices, such as
photocopy  supplies, secretarial supplies and limited janitorial supplies, which
products  contain  chemicals  which  are  categorized  as  hazardous  materials.
Landlord agrees that the use of such products in the Premises in compliance with
all  applicable laws and in the manner in which such products are designed to be
used  shall  not  be  a  violation  by  Tenant  of  this  Article  5.
                                                          ----------
5.2     Hazardous  Materials.
        --------------------
5.2.1     Prohibition  on  Use.  Tenant shall not use or allow another person or
          --------------------
entity  to  use  any  part  of  the  Premises  for  the storage, use, treatment,
manufacture  or  sale  of  Hazardous Materials.  Landlord acknowledges, however,
that  Tenant  will maintain products in the Premises which are incidental to the
operation  of  its offices, such as photocopy supplies, secretarial supplies and
limited  janitorial  supplies,  which  products  contain  chemicals  which  are
categorized  as  Hazardous  Materials.  Landlord  agrees  that  the  use of such
products  in  the  Premises  in  compliance  with all applicable laws and in the
manner  in  which such products are designed to be used shall not be a violation
by  Tenant  of  this  Section  5.2.1.
                      --------------
5.2.2     Indemnity.  Tenant  agrees  to  indemnify,  defend,  protect  and hold
          ---------
Landlord  and  the  Landlord Parties (as defined in Section 10.1 below) harmless
                                                    ------------
from  and  against  any  and  all  claims,  actions,  administrative proceedings
(including  informal  proceedings),  judgments,  damages,  punitive  damages,
penalties,  fines,  costs, liabilities, interest or losses, including reasonable
attorneys'  fees  and  expenses, consultant fees, and expert fees, together with
all  other  costs and expenses of any kind or nature, that arise during or after
the  Lease  Term directly or indirectly from or in connection with the presence,
suspected  presence,  release or suspected release of any Hazardous Materials in
or  into  the  air,  soil,  surface water or groundwater at, on, about, under or
within  the  Premises  or  Real  Property  or any portion thereof, to the extent
caused  by  Tenant,  its assignees or subtenants and/or their respective agents,
employees,  contractors,  licensees  or  invitees  (collectively,  "Tenant
Affiliates").

<PAGE>

5.2.3     Remedial  Work.  In  the event any investigation or monitoring of site
          --------------
conditions  or any clean-up, containment, restoration, removal or other remedial
work  (collectively,  the  "Remedial  Work")  is  required  under any applicable
federal,  state  or  local laws or by any judicial order, or by any governmental
entity  as  the result of operations or activities upon, or any use or occupancy
of  any  portion  of  the  Premises by Tenant or Tenant Affiliates, Tenant shall
perform  or cause to be performed the Remedial Work in compliance with such laws
or  order.  All  Remedial  Work  shall  be performed by one or more contractors,
selected  by  Tenant  and approved in advance in writing by Landlord.  All costs
and  expenses  of such Remedial Work shall be paid by Tenant, including, without
limitation,  the  charges  of  such contractor(s), the consulting engineers, and
Landlord's  reasonable  attorneys'  fees  and  costs incurred in connection with
monitoring  or  review  of  such  Remedial  Work.

5.2.4     Definition  of  Hazardous  Materials.  As  used  herein,  the  term
          ------------------------------------
"Hazardous  Materials" means any hazardous or toxic substance, material or waste
which  is or becomes regulated by any local governmental authority, the State of
California  or  the United States Government, including, without limitation, any
material  or  substance  which  is (i) defined or listed as a "hazardous waste,"
"extremely hazardous waste," "restricted hazardous waste," "hazardous substance"
or  "hazardous  material"  under  any  applicable federal, state or local law or
administrative  code  promulgated thereunder, (ii) petroleum, or (iii) asbestos.

                                    ARTICLE 6
                             SERVICES AND UTILITIES
                            -------------------------

6.1     Standard Tenant Services.  Landlord shall provide the following services
        ------------------------
     on  all  days  during  the  Lease  Term,  unless  otherwise  stated  below.

6.1.1     Subject  to  all  governmental  rules,  regulations  and  guidelines
applicable  thereto,  Landlord  shall  provide heating and air conditioning when
necessary  for normal comfort for normal office use in the Premises, from Monday
through  Friday, during the period from 8:00 a.m. to 6:00 p.m., and on Saturdays
during  the  period  from  8:00  a.m.  to 1:00 p.m. (collectively, the "Building
Hours"),  except for Sundays and New Year's Day, Memorial Day, Independence Day,
Labor  Day, Thanksgiving Day, Christmas Day and any other nationally and locally
recognized  holidays  as  designated by Landlord (collectively, the "Holidays").

6.1.2     Landlord shall provide electrical wiring and facilities for connection
to  Tenant's  lighting fixtures and incidental use equipment, provided that
(i)  the  connected  electrical  load  of  the incidental use equipment does not
exceed  an average of two and one-half (2.5) watts per usable square foot of the
Premises  connected  load  during  the  Building  Hours,  and the electricity so
furnished  for  incidental use equipment will be at a nominal one hundred twenty
(120)  volts  and  no  electrical  circuit for the supply of such incidental use
equipment  will  require  a  current capacity exceeding twenty (20) amperes, and
(ii) the connected electrical load of Tenant's lighting fixtures does not exceed
an  average  of  one  and  one-half  (1.5)  watts  per usable square foot of the
Premises  connected  load  during  the  Building  Hours,  and the electricity so
furnished  for  Tenant's  lighting will be at a nominal one hundred twenty (120)
volts.  Tenant  will  design  Tenant's  electrical  system serving any equipment
producing  nonlinear  electrical  loads to accommodate such nonlinear electrical
loads,  including,  but  not limited to, oversizing neutral conductors, derating
transformers  and/or  providing  power-line  filters.  Engineering  plans  shall
include  a  calculation  of Tenant's fully connected electrical design load with
and  without  demand factors and shall indicate the number of watts of unmetered
and  submetered  loads.  Tenant  shall  bear  the  cost of replacement of lamps,
starters  and  ballasts  for  non-Building standard lighting fixtures within the
Premises.

6.1.3     Landlord  shall  provide  city water from the regular Building outlets
for  drinking,  lavatory  and  toilet  purposes.

6.1.4     Landlord  shall  provide  janitorial/cleanup  services  Monday through
Friday except the date of observation of the Holidays, in and about the Premises
in  accordance  with  "Class  A"  building  practices.

6.1.5     Landlord  shall provide nonexclusive automatic elevator service at all
times.

6.2     Overstandard  Tenant  Use.  Tenant  shall  not, without Landlord's prior
        -------------------------
written  consent,  use  heat-generating  machines,  machines  other  than normal
fractional  horsepower  office  machines,  or  equipment  or lighting other than
building  standard  lights  in  the  Premises,  which may affect the temperature
otherwise  maintained  by  the  air  conditioning  system  or increase the water
normally furnished for the Premises by Landlord pursuant to the terms of Section


<PAGE>

     6.1 of this Lease.  If such consent is given, Landlord shall have the right
to  install  supplementary  air  conditioning  units  or other facilities in the
Premises,  including  supplementary or additional metering devices, and the cost
thereof,  including  the  cost  of  installation,  operation  and  maintenance,
increased  wear  and tear on existing equipment and other similar charges, shall
be  paid  by Tenant to Landlord upon billing by Landlord.  If Tenant uses water,
electricity,  heat  or  air  conditioning in excess of that supplied by Landlord
pursuant  to  Section  6.1  of  this  Lease,  Tenant shall pay to Landlord, upon
              ------------
billing,  the  cost  of  such  excess consumption, the cost of the installation,
operation,  and  maintenance  of equipment which is installed in order to supply
such excess consumption, and the cost of the increased wear and tear on existing
equipment caused by such excess consumption; and Landlord may install devices to
separately  meter  any  increased  use  and  in  such event Tenant shall pay the
increased  cost  directly  to  Landlord,  on  demand, including the cost of such
additional  metering devices.  If Tenant desires to use heat, ventilation or air
conditioning  ("HVAC")  during  hours  other  than  those  for which Landlord is
obligated  to supply such utilities pursuant to the terms of Section 6.1 of this
                                                             -----------
Lease, Tenant shall give Landlord such prior notice, as Landlord shall from time
to  time  establish  as  appropriate, of Tenant's desired use and Landlord shall
supply  such utilities to Tenant at such hourly cost to Tenant as Landlord shall
from  time  to  time  establish;  provided, however, so long as Tenant is not in
default  under this Lease, Landlord shall provide up to fifty-five (55) hours of
HVAC  service  per  week  to the Premises during the Lease Term at no additional
charge  to  Tenant.  Amounts  payable  by  Tenant  to  Landlord  for such use of
additional  utilities  shall  be  deemed  Additional Rent hereunder and shall be
billed  on  a  monthly  basis.

6.3     Interruption  of  Use.  Tenant  agrees that Landlord shall not be liable
        ---------------------
for  damages, by abatement of Rent or otherwise, for failure to furnish or delay
in  furnishing  any  service  (including  electric  power,  telephone  and
telecommunication  services),  or  for any diminution in the quality or quantity
thereof,  when such failure or delay or diminution is occasioned, in whole or in
part, by repairs, replacements, or improvements, by any strike, lockout or other
labor  trouble,  by  inability  to secure electricity, gas, water, or other
fuel  at  the  Building  after  reasonable  effort  to do so, including, without
limitation,  as  a  result  of  government  or utility service provider mandated
brown-outs,  black-outs,  shut  downs  or  other  service  interruptions, by any
accident  or  casualty whatsoever, by act or default of Tenant or other parties,
or by any other cause beyond Landlord's reasonable control; and such failures or
delays  or  diminution  shall  never  be  deemed  to  constitute  an eviction or
disturbance  of  Tenant's  use  and possession of the Premises or relieve Tenant
from  paying  Rent  or  performing  any  of  its  obligations  under this Lease.
Furthermore, Landlord shall not be liable under any circumstances for a loss of,
or  injury  to,  property  or  for  injury  to,  or  interference with, Tenant's
business,  including,  without  limitation,  loss of profits, however occurring,
through  or  in connection with or incidental to a failure to furnish any of the
services  or utilities as set forth in this Article 6.  Landlord may comply with
                                            ---------
voluntary  controls  or  guidelines  promulgated  by  any governmental entity or
utility  service  provider relating to the use or conservation of energy, water,
gas,  light  or  electricity  or  the reduction of automobile or other emissions
without  creating any liability of Landlord to Tenant under this Lease, provided
commercially  reasonable  market  services  are  provided.

6.4     Service  Providers.  Landlord  shall have the right at any time and from
        ------------------
time-to-time  during  the Lease Term to contract for service from any company or
companies  providing  electricity  service  ("Service  Provider").  Tenant shall
cooperate with Landlord and the Service Provider at all times and, as reasonably
necessary,  shall  allow  Landlord and Service Provider reasonable access to the
Building's  electric  lines,  feeders,  risers,  wiring, and any other machinery
within  the Premises.  Landlord shall in no way be liable or responsible for any
loss,  damage,  or  expense  that  Tenant  may sustain or incur by reason of any
change,  failure, interference, disruption, or defect in the supply or character
of  the  electric  energy  furnished  to  the  Premises,  or  if the quantity or
character  of  the electric energy supplied by the Service Provider is no longer
available  or  suitable  for  Tenant's  requirements,  no  such change, failure,
defect,  unavailability,  or  unsuitability  shall  constitute  an  actual  or
constructive  eviction,  in whole or in part, or entitle Tenant to any abatement
or  diminution  of rent, or relieve Tenant from any of its obligations under the
Lease.
<PAGE>


                                    ARTICLE 7
                                     REPAIRS
                                  ------------

7.1     Landlord  Repairs.  Landlord  shall  repair  and maintain the structural
        -----------------
portions  of  the  Building,  and  the  basic  plumbing,  heating,  ventilating,
air-conditioning  and  electrical systems installed or furnished by Landlord and
not  located within the Premises, unless such maintenance and repairs are caused
in part or in whole by the act, neglect, fault or omission of any duty by Tenant
or the "Tenant Parties," as that term is defined in Section 10.1, below, in
                                                         ------------
which  event  Tenant  shall  pay to Landlord, as Additional Rent, the reasonable
cost  of  such maintenance and repairs.  Landlord may, but shall not be required
to,  enter  the  Premises  at  all  reasonable  times  to  make  such  repairs,
alterations, improvements and additions to the Premises or to the Building or to
any equipment located in the Building as Landlord shall desire or deem necessary
or  as  Landlord  may  be  required  to do by governmental or quasi-governmental
authority or court order or decree.  Tenant hereby waives and releases its right
to  make  repairs  at  Landlord's  expense  under  Sections 1941 and 1942 of the
California  Civil  Code  or  under any similar law, statute, or ordinance now or
hereafter  in  effect.

7.2     Tenant  Repairs.  Tenant shall, at Tenant's own expense, pursuant to the
        ---------------
terms  of  this  Lease including, without limitation, Article 8 hereof, keep the
                                                      ---------
Premises,  including all improvements, fixtures and furnishings therein, in good
order,  repair  and  condition at all times during the Lease Term.  In addition,
Tenant  shall,  at Tenant's own expense but under the supervision and subject to
the  prior  approval  of  Landlord,  and  within  any  reasonable period of time
specified  by  Landlord,  pursuant to the terms of this Lease including, without
limitation,  Article  8 hereof, promptly and adequately repair all damage to the
             ----------
Premises and replace or repair all damaged or broken fixtures and appurtenances;
provided  however,  that,  at Landlord's option, or if Tenant fails to make
such  repairs,  Landlord  may, but need not, make such repairs and replacements,
and  Tenant  shall  pay Landlord the cost thereof, including a percentage of the
cost  thereof  (to  be  uniformly  established  for  the Building) sufficient to
reimburse Landlord for all overhead, general conditions, fees and other costs or
expenses  arising from Landlord's involvement with such repairs and replacements
forthwith  upon  being  billed  for  same.

                                    ARTICLE 8
                            ADDITIONS AND ALTERATIONS
                          -----------------------------

8.1     Landlord's  Consent  to  Alterations.  Tenant  may  not  make  any
        ------------------------------------
improvements,  alterations,  additions or changes to the Premises (collectively,
the "Alterations") without first procuring the prior written consent of Landlord
     to  such  Alterations,  which consent shall be requested by Tenant not less
than thirty (30) days prior to the commencement thereof, and which consent shall
not  be  unreasonably  withheld  by Landlord, provided that such Alterations (i)
comply  with  all  applicable  laws, ordinances, rules and regulations; (ii) are
compatible  with  the  Building  and  its  mechanical,  electrical,  heating,
ventilating, air-conditioning, and life safety systems; (iii) will not interfere
with  the  use  and  occupancy of any other portion of the Building by any other
tenant  or  their  invitees;  (iv)  are  not  visible  from  the exterior of the
Building;  and  (v)  do not affect the structural portions of the Building.  The
construction  of  the  initial improvements to the Premises shall be governed by
the  terms  of the Tenant Work Letter, attached hereto as Exhibit D, and not the
                                                          ---------
terms  of  this  Article  8.
                 ----------

8.2     Manner  of  Construction.  Landlord  may  impose,  as a condition of its
        ------------------------
consent  to  all  Alterations  or repairs of the Premises or about the Premises,
such  requirements  as  Landlord  in  its  sole  discretion  may  deem desirable
including,  but  not  limited  to, the requirement that upon Landlord's request,
Tenant  shall,  at Tenant's expense, remove such Alterations upon the expiration
or  any  early termination of the Lease Term, and/or the requirement that Tenant
utilize for such purposes only contractors, materials, mechanics and materialmen
selected  by  Landlord.  If  such  Alterations  will  involve the use of or
disturb hazardous materials or substances existing in the Premises, Tenant shall
comply with Landlord's rules and regulations concerning such hazardous materials
or substances.  Tenant shall construct such Alterations and perform such repairs
in conformance with any and all applicable rules and regulations of any federal,
state,  county  or  municipal code or ordinance and pursuant to a valid building
permit,  issued  by  the applicable municipality, in conformance with Landlord's
construction  rules  and  regulations.  All work with respect to any Alterations
must  be  done  in  a  good  and workmanlike manner and diligently prosecuted to
completion  to  the  end that the Premises shall at all times be a complete unit
except  during  the  period  of  work.  In  performing  the  work  of  any  such
Alterations,  Tenant  shall  have  the  work  performed in such manner as not to


<PAGE>

obstruct  access to the Building or the common areas for any other tenant of the
Building,  and  as  not to obstruct the business of Landlord or other tenants in
the  Building,  or interfere with the labor force working in the Building.  Upon
completion  of  any  Alterations,  Tenant agrees to (i) cause a timely Notice of
Completion  to  be recorded in the office of the Recorder of the local county in
accordance  with  the  terms  of  Section 3093 of the Civil Code of the State of
California  or  any  successor  statute, (ii) deliver to the Building management
office  a  reproducible  copy of the "as built" drawings of the Alterations, and
(iii)  deliver to Landlord evidence of payment, contractors' affidavits and full
and  final  waivers  of  all  liens  for  labor,  services  or  materials.

8.3     Payment  for  Improvements.  If  Tenant  orders any Alteration or repair
        --------------------------
work  directly  from  Landlord,  or  from a contractor selected by Landlord, the
charges  for such work shall be deemed Additional Rent under this Lease, payable
upon  billing  therefor,  either  periodically  during  construction or upon the
substantial  completion  of such work, at Landlord's option.  Upon completion of
such  work,  Tenant  shall  deliver  to Landlord, if payment is made directly to
contractors,  evidence  of  payment,  contractors' affidavits and full and final
waivers  of  all  liens  for labor, services or materials.  If Tenant orders any
work  directly  from  Landlord, Tenant shall pay to Landlord a percentage of the
cost  of such work (such percentage to be established on a uniform basis for the
Building)  sufficient  to  compensate  Landlord  for  all  overhead,  general
conditions,  fees  and  other  costs  and  expenses  arising  from  Landlord's
involvement  with such work, and if Tenant does not order any work directly from
Landlord,  Tenant  shall  reimburse  Landlord  for  Landlord's  reasonable
out-of-pocket  costs  and  expenses  reasonably  incurred  in  connection  with
Landlord's  review  of  such  work.

8.4     Construction  Insurance.  If  that  Tenant makes any Alterations, Tenant
        -----------------------
agrees to carry "Builder's All Risk" insurance in an amount approved by Landlord
covering  the  construction  of  such  Alterations,  and such other insurance as
Landlord  may  require,  it  being  understood  and  agreed  that  all  of  such
Alterations  shall  be  insured  by  Tenant pursuant to Article 10 of this Lease
                                                        ----------
immediately  upon  completion  thereof.  In  addition,  Landlord  may,  in  its
discretion,  require  Tenant  to  obtain  a  lien  and  completion  bond or some
alternate  form  of security satisfactory to Landlord in an amount sufficient to
ensure  the  lien-free  completion  of such Alterations and naming Landlord as a
co-obligee.

8.5     Landlord's  Property.  All  Alterations,  improvements,  fixtures and/or
        --------------------
equipment  which  may  be  installed or placed in or about the Premises, and all
signs installed in, on or about the Premises, from time to time, shall be at the
sole  cost  of  Tenant  and shall be and become the property of Landlord, except
that  Tenant may remove any Alterations, improvements, fixtures and/or equipment
which Tenant can substantiate to Landlord have not been paid for with any tenant
improvement  allowance  funds  provided  to  Tenant by Landlord, provided Tenant
repairs  any  damage  to  the  Premises  and  Building  caused  by such removal.
Furthermore,  if  Landlord,  as  a  condition  to  Landlord's  consent  to  any
Alteration,  requires  that  Tenant remove any Alteration upon the expiration or
early  termination  of the Lease Term, Landlord may, by written notice to Tenant
prior  to  the  end  of the Lease Term, or given upon any earlier termination of
this Lease, require Tenant at Tenant's expense to remove such Alterations and to
repair  any  damage  to  the  Premises  and Building caused by such removal.  If
Tenant  fails to complete such removal and/or to repair any damage caused by the
removal  of  any Alterations, Landlord may do so and may charge the cost thereof
to  Tenant.

                                    ARTICLE 9
                             COVENANT AGAINST LIENS
                            -------------------------

     Tenant has no authority or power to cause or permit any lien or encumbrance
of  any  kind  whatsoever, whether created by act of Tenant, operation of law or
otherwise,  to  attach  to  or  be  placed  upon  the Real Property, Building or
Premises,  and any and all liens and encumbrances created by Tenant shall attach
to  Tenant's  interest only.  Landlord shall have the right at all times to post
and  keep  posted  on  the  Premises  any  notice  which  it deems necessary for
protection from such liens.  Tenant covenants and agrees not to suffer or permit
any  lien  of  mechanics  or materialmen or others to be placed against the Real
Property,  the Building or the Premises with respect to work or services claimed
to have been performed for or materials claimed to have been furnished to Tenant
or  the Premises, and, in case of any such lien attaching or notice of any lien,
Tenant  covenants  and agrees to cause it to be immediately released and removed
of record.  Notwithstanding anything to the contrary set forth in this Lease, in
the  event  that  such  lien  is  not released and removed on or before the date
occurring  five  (5)  days after notice of such lien is delivered by Landlord to
Tenant,  Landlord, at its sole option, may immediately take all action necessary
to  release  and  remove such lien, without any duty to investigate the validity
thereof,  and all sums, costs and expenses, including reasonable attorneys' fees

<PAGE>

and  costs,  incurred  by  Landlord in connection with such lien shall be deemed
Additional  Rent  under  this  Lease and shall immediately be due and payable by
Tenant.
                                   ARTICLE 10
                                    INSURANCE
                                 --------------

10.1     Indemnification  and  Waiver.  To  the  extent  not  prohibited by law,
         ----------------------------
Landlord,  its  partners,  trustees,  ancillary  trustees  and  their respective
officers,  directors,  shareholders, beneficiaries, agents, servants, employees,
and  independent contractors (collectively, the "Landlord Parties") shall not be
liable for any damage either to person or property or resulting from the loss of
use  thereof,  which  damage  is  sustained  by  Tenant or by other persons
claiming  through  Tenant.  Tenant  shall  indemnify,  defend, protect, and hold
harmless  Landlord  Parties  from  any  and  all loss, cost, damage, expense and
liability  (including  without  limitation court costs and reasonable attorneys'
fees)  incurred in connection with or arising from any cause in, on or about the
Premises  or  any  acts,  omissions  or  negligence  of  Tenant or of any person
claiming  by,  through  or  under  Tenant,  its  partners,  and their respective
officers,  agents,  servants,  employees,  and  independent  contractors
(collectively,  the "Tenant Parties"), in, on or about the Real Property, either
prior  to,  during, or after the expiration of the Lease Term, provided that the
terms  of  the  foregoing  indemnity  shall not apply to the gross negligence or
willful  misconduct  of  Landlord  or  the Landlord Parties.  Should Landlord be
named  as  a  defendant in any suit brought against Tenant in connection with or
arising  out of an event covered by the foregoing indemnity, Tenant shall pay to
Landlord  its  costs  and  expenses  incurred  in  such  suit, including without
limitation,  its  actual professional fees such as appraisers', accountants' and
attorneys'  fees.  Further, Tenant's agreement to indemnify Landlord pursuant to
this Section 10.1 is not intended and shall not relieve any insurance carrier of
     ------------
its  obligations under policies required to be carried by Tenant pursuant to the
provision  of  this Lease, to the extent such policies cover the matters subject
to  Tenant's  indemnification  obligations;  nor  shall  they  supersede  any
inconsistent  agreement  of the parties set forth in any other provision of this
Lease.  The  provisions  of  this  Section  10.1 shall survive the expiration or
                                   -------------
sooner  termination  of  this  Lease  with  respect  to  any claims or liability
occurring  prior  to  such  expiration  or  termination.

10.2     Tenant's  Compliance  with Landlord's Fire and Casualty Insurance.  The
         -----------------------------------------------------------------
coverage  and  amounts  of  insurance carried by Landlord in connection with the
Building  shall  at  a  minimum  be  comparable  to  the coverage and amounts of
insurance  which  are  carried  by  reasonably  prudent  landlords of comparable
buildings  located  in  the vicinity of the Building.  Tenant shall, at Tenant's
expense, comply with all insurance company requirements pertaining to the use of
the  Premises.  If  Tenant's  conduct  or  use  of  the Premises causes any
increase  in  the  premium  for any insurance policies carried by Landlord, then
Tenant  shall  reimburse  Landlord  for  any  such increase. Tenant, at Tenant's
expense, shall comply with all rules, orders, regulations or requirements of the
American  Insurance  Association  (formerly  the  National  Board  of  Fire
Underwriters)  and  with  any  similar  body.

10.3     Tenant's  Insurance.  Tenant  shall maintain the following coverages in
         -------------------
the  following  amounts.

10.3.1     Commercial  General  Liability Insurance covering the insured against
claims  of  bodily  injury,  personal  injury and property damage arising out of
Tenant's  operations,  assumed  liabilities  or use of the Premises, including a
Commercial  General  Liability  endorsement  covering the insuring provisions of
this  Lease  and the performance by Tenant of the indemnity agreements set forth
in Section 10.1 of this Lease, for limits of liability not less than: (i) Bodily
   ------------
Injury  and  Property  Damage  Liability  -  $3,000,000 each occurrence and
$3,000,000  annual  aggregate,  and  (ii) Personal Injury Liability - $3,000,000
each  occurrence  and  $3,000,000  annual  aggregate.

10.3.2     Physical  Damage  Insurance  covering (i) all office furniture, trade
fixtures, office equipment, merchandise and all other items of Tenant's property
on  the  Premises  installed by, for, or at the expense of Tenant, (ii) the
"Tenant  Improvements,"  as  that term is defined in the Tenant Work Letter, and
(iii)  all  other improvements, alterations and additions to the Premises.  Such
insurance  shall  be written on an "all risks" of physical loss or damage basis,
for the guaranteed replacement cost value new without deduction for depreciation
of  the  covered  items and in amounts that meet any co-insurance clauses of the
policies  of  insurance  and  shall  include  a vandalism and malicious mischief
endorsement,  sprinkler  leakage  coverage  and  earthquake  sprinkler  leakage
coverage.

<PAGE>

10.3.3     Business  Interruption, loss-of-income and extra-expense insurance in
such  amounts  as  will reimburse Tenant for direct or indirect loss of earnings
attributable  to  all  perils  commonly  insured  against  by prudent tenants or
attributable  to  prevention  of  access to the Premises or to the Building as a
result  of  such  perils.
10.3.4     Form  of  Policies.  The  minimum  limits  of  policies  of insurance
           ------------------
required  of  Tenant  under  this Lease shall in no event limit the liability of
Tenant  under this Lease.  Such insurance shall (i) name Landlord, and any other
party  it  so  specifies,  as an additional insured; (ii) specifically cover the
liability  assumed  by  Tenant  under this Lease, including, but not limited to,
Tenant's  obligations  under  Section  10.1 of this Lease; (iii) be issued by an
                              -------------
insurance  company  having  a  rating of not less than A-XII in Best's Insurance
Guide  or  which is otherwise acceptable to Landlord and licensed to do business
in  the  State  of  California;  (iv)  be  primary  insurance  as  to all claims
thereunder  and  provide that any insurance carried by Landlord is excess and is
non-contributing with any insurance requirement of Tenant; (v) provide that said
insurance  shall  not  be  canceled or coverage changed unless thirty (30) days'
prior  written  notice  shall  have  been given to Landlord and any mortgagee of
Landlord;  and  (vi)  contain  a  cross-liability endorsement or severability of
interest  clause  acceptable  to  Landlord.  Tenant shall deliver said policy or
policies or certificates thereof to Landlord on or before the Lease Commencement
Date  and  at  least  thirty  (30)  days  before  the  expiration dates thereof.

10.4     Waiver  of  Claims;  Waiver  of  Subrogation.
         --------------------------------------------
10.4.1     Mutual  Waiver  of  Parties.  Landlord  and Tenant hereby waive their
rights  against each other with respect to any claims or damages or losses which
are  caused  by  or result from (a) damage to property or loss of income insured
against  under  any  insurance policy carried by Landlord or Tenant (as the case
may  be) pursuant to the provisions of this Lease and enforceable at the time of
such  damage  or  loss,  or (b) damage to property or loss of income which would
have  been covered under any insurance required to be obtained and maintained by
Landlord  or  Tenant  (as  the case may be) under this Lease (as applicable) had
such  insurance been obtained and maintained as required therein.  The foregoing
waivers  shall  be in addition to, and not a limitation of, any other waivers or
releases  contained  in  this  Lease.

10.4.2     Waiver of Insurers.  Each party shall cause each property and loss of
     income  insurance  policy  required  to  be obtained by it pursuant to this
Lease  to  provide  that  the  insurer  waives  all rights of recovery by way of
subrogation against either Landlord or Tenant, as the case may be, in connection
with  any  claims,  losses  and damages covered by such policy.  If either party
fails  to maintain property or loss of income insurance required hereunder, such
insurance  shall  be  deemed  to  be  self-insured  with a deemed full waiver of
subrogation  as  set  forth  in  the  immediately  preceding  sentence.

10.5     Additional  Insurance  Obligations.  Tenant  shall  carry  and maintain
         ----------------------------------
during  the  entire  Lease  Term,  at  Tenant's sole cost and expense, increased
amounts  of  the  insurance  required  to  be carried by Tenant pursuant to this
Article  10,  and  such other reasonable types of insurance coverage and in such
     ------
reasonable amounts covering the Premises and Tenant's operations therein, as may
be  reasonably  requested by Landlord, but in no event shall such increased
amounts of insurance or such other reasonable types of insurance be in excess of
that  required  by  landlords of comparable buildings located in the vicinity of
the Building.  Notwithstanding anything to the contrary contained in this Lease,
in  the event of any termination of this Lease pursuant to Article 11 or Article
                                                           ----------    -------
13  below,  Tenant  shall  assign  and  deliver  to  Landlord  (or  to any party
designated  by Landlord) all insurance proceeds payable to Tenant under Tenant's
insurance  required  under  Section  10.3  of  this  Lease.
                            -------------
                                   ARTICLE 11
                             DAMAGE AND DESTRUCTION
                            ------------------------


11.1     Repair of Damage to Premises by Landlord.  Tenant shall promptly notify
         ----------------------------------------
     Landlord  of  any  damage  to the Premises resulting from fire or any other
casualty  or  any  condition  existing  in the Premises as a result of a fire or
other  casualty  that  would  give rise to the terms of this Article 11.  If the
                                                             ----------
Premises  or any common areas of the Building serving or providing access to the

<PAGE>

Premises shall be damaged by fire or other casualty or be subject to a condition
existing  as  a  result of a fire or other casualty, Landlord shall promptly and
diligently,  subject  to  reasonable  delays  for  insurance adjustment or other
matters  beyond Landlord's reasonable control, and subject to all other terms of
this  Article  11,  restore  the  base, shell, and core of the Premises and such
      -----------
common  areas  to  substantially  the  same  condition  as  existed prior to the
casualty,  except  for  modifications  required by zoning and building codes and
other  laws  or  by  the  holder  of  a  mortgage  on  the Building or any other
modifications  to the common areas deemed desirable by Landlord, provided access
to  the  Premises  and  any  common  restrooms serving the Premises shall not be
materially  impaired.  Notwithstanding  any  other provision of this Lease, upon
the  occurrence  of  any damage to the Premises, Tenant shall assign to Landlord
(or  to  any  party  designated  by  Landlord) all insurance proceeds payable to
Tenant  under  Tenant's insurance required under Section 10.3 of this Lease, and
                                                 ------------
Landlord  shall repair any injury or damage to the Tenant Improvements installed
in  the  Premises  and  shall  return such Tenant Improvements to their original
condition;  provided  that  if  the  cost of such repair by Landlord exceeds the
amount  of  insurance  proceeds  received  by  Landlord  from Tenant's insurance
carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant
to  Landlord  prior to Landlord's repair of the damage.  In connection with such
repairs  and  replacements,  Tenant  shall,  prior  to  the  commencement  of
construction, submit to Landlord, for Landlord's review and approval, all plans,
specifications  and working drawings relating thereto, and Landlord shall select
the  contractors  to perform such improvement work.  Such submittal of plans and
construction  of  improvements shall be performed in substantial compliance with
the  terms of the Tenant Work Letter as though such construction of improvements
were the initial construction of the Tenant Improvements.  Landlord shall not be
liable  for  any inconvenience or annoyance to Tenant or its visitors, or injury
to  Tenant's  business  resulting  in  any  way  from  such damage or the repair
thereof;  provided  however,  that  if  such  fire  or other casualty shall have
damaged  the  Premises  or  common areas necessary to Tenant's occupancy, and if
such  damage is not the result of the negligence or willful misconduct of Tenant
or Tenant's employees, contractors, licensees, or invitees, Landlord shall allow
Tenant  a proportionate abatement of Rent, during the time and to the extent the
Premises  are  unfit  for occupancy for the purposes permitted under this Lease,
and  not  occupied  by  Tenant  as  a  result thereof; provided, further, if the
Premises is damaged such that the remaining portion thereof is not sufficient to
allow  Tenant to conduct its business operations from such remaining portion and
Tenant does not conduct its business operations therefrom, and if such damage is
not  the  result of the negligence or willful misconduct of Tenant or any of the
Tenant Parties, Landlord shall allow Tenant a total abatement of Rent during the
time  and  to  the  extent the Premises are unfit for occupancy for the purposes
permitted  under  this  Lease,  and  not  occupied  by Tenant as a result of the
subject  damage.

11.2     Landlord's Option to Repair.  Notwithstanding the terms of Section 11.1
         ---------------------------                                ------------
of  this  Lease,  Landlord  may  elect  not  to  rebuild and/or restore the
Premises and/or Building and instead terminate this Lease by notifying Tenant in
writing  of  such  termination  within sixty (60) days after the date of damage,
such  notice  to  include  a  termination date giving Tenant ninety (90) days to
vacate  the  Premises,  but  Landlord may so elect only if the Building shall be
damaged by fire or other casualty or cause or be subject to a condition existing
as  a  result  of  such  a  fire  or other casualty or cause, whether or not the
Premises  are  affected, and one or more of the following conditions is present:
(i)  repairs cannot reasonably be completed within one hundred eighty (180) days
of  the  date  of  damage  (when  such  repairs  are made without the payment of
overtime  or other premiums); (ii) the holder of any mortgage on the Building or
ground lessor with respect to the Real Property shall require that the insurance
proceeds  or  any  portion thereof be used to retire the mortgage debt, or shall
terminate the ground lease, as the case may be; or (iii) the damage or condition
arising  as  a result of such damage is not fully covered, except for deductible
amounts,  by  Landlord's insurance policies; provided, however, that if Landlord
does  not elect to terminate this Lease pursuant to Landlord's termination right
as  provided  above,  and  the  repairs  cannot,  in  the reasonable judgment of
Landlord,  be completed within two hundred ten (210) days after being commenced,
Tenant  may  elect, no earlier than sixty (60) days after the date of the damage
and  not later than ninety (90) days after the date of such damage, to terminate
this  Lease  by written notice to Landlord effective as of the date specified in
the  notice,  which  date  shall not be less than thirty (30) days nor more than
sixty  (60) days after the date such notice is given by Tenant.  Furthermore, if
neither  Landlord nor Tenant have terminated this Lease, and the repairs are not
actually  completed  within  such two hundred ten (210) day period, Tenant shall
have  the  right to terminate this Lease during the first five (5) business days
of  each  calendar month following the end of such period until such time as the
repairs  are  complete, by notice to Landlord (the "Damage Termination Notice"),
effective  as  of a date set forth in the Damage Termination Notice (the "Damage
Termination  Date"),  which  Damage  Termination Date shall not be less than ten
(10)  business  days  following the end of each such month.  Notwithstanding the
foregoing,  if  Tenant  delivers  a  Damage Termination Notice to Landlord, then
Landlord  shall  have  the  right  to  suspend  the  occurrence  of  the  Damage
Termination  Date  for  a  period  ending  thirty  (30)  days  after  the Damage


<PAGE>

Termination  Date  set  forth  in the Damage Termination Notice by delivering to
Tenant,  within  five  (5)  business  days  of  Landlord's receipt of the Damage
Termination  Notice,  a certificate of Landlord's contractor responsible for the
repair of the damage certifying that it is such contractor's good faith judgment
that  the repairs shall be substantially completed within thirty (30) days after
the  Damage Termination Date.  If repairs shall be substantially completed prior
to  the expiration of such thirty-day period, then the Damage Termination Notice
shall  be  of  no force or effect, but if the repairs shall not be substantially
completed  within  such  thirty-day period, then this Lease shall terminate upon
the expiration of such thirty-day period.  At any time, from time to time, after
the  date  occurring  sixty  (60)  days after the date of the damage, Tenant may
request that Landlord inform Tenant of Landlord's reasonable opinion of the date
of  completion  of the repairs and Landlord shall respond to such request within
five  (5)  business  days.

11.3     Waiver  of  Statutory  Provisions.  The  provisions  of  this  Lease,
         ---------------------------------
including  this Article 11, constitute an express agreement between Landlord and
                ----------
Tenant with respect to any and all damage to, or destruction of, all or any part
of the Premises, the Building or any other portion of the Real Property, and any
statute or regulation of the State of California, including, without limitation,
Sections  1932(2)  and 1933(4) of the California Civil Code, with respect to any
rights  or  obligations  concerning  damage  or destruction in the absence of an
express  agreement between the parties, and any other statute or regulation, now
or hereafter in effect, shall have no application to this Lease or any damage or
destruction  to  all  or  any  part  of  the Premises, the Building or any other
portion  of  the  Real  Property.

11.4     Damage  Near End of Term.  If the Premises or the Building is destroyed
         ------------------------
or damaged to any substantial extent during the last eighteen (18) months of the
Lease  Term  and,  in  the  reasonable  judgment  of  Landlord,  the  damage  or
destruction  to the Premises or Building cannot be repaired by the date which is
six (6) months prior to the Lease Expiration Date, then notwithstanding anything
contained  in  this  Article 11, either Landlord or Tenant shall have the option
                     ----------
to  terminate  this  Lease  by  giving  written notice to the other party of the
exercise  of  such  option  within  thirty  (30)  days  after  such  damage  or
destruction,  in which event this Lease shall cease and terminate as of the date
of  such  notice,  Tenant  shall pay the Base Rent and Additional Rent, properly
apportioned  up to such date of damage, and both parties hereto shall thereafter
be freed and discharged of all further obligations hereunder, except as provided
for  in  provisions of this Lease which by their terms survive the expiration or
earlier  termination  of  the  Lease  Term.

                                   ARTICLE 12
                                    NONWAIVER
                                  ------------

     No waiver of any provision of this Lease shall be implied by any failure of
Landlord  to  enforce  any remedy on account of the violation of such provision,
even if such violation shall continue or be repeated subsequently, any waiver by
Landlord  of  any provision of this Lease may only be in writing, and no express
waiver  shall  affect  any provision other than the one specified in such waiver
and  that  one  only  for  the  time  and in the manner specifically stated.  No
receipt  of  monies  by Landlord from Tenant after the termination of this Lease
shall  in  any  way  alter  the length of the Lease Term or of Tenant's right of
possession hereunder or after the giving of any notice shall reinstate, continue
or  extend the Lease Term or affect any notice given Tenant prior to the receipt
of  such  monies,  it  being  agreed  that  after  the  service of notice or the
commencement  of  a suit or after final judgment for possession of the Premises,
Landlord  may  receive  and  collect  any Rent due, and the payment of said Rent
shall  not  waive or affect said notice, suit or judgment.  No payment by Tenant
or  receipt  or  acceptance by Landlord of a lesser amount than the correct Rent
due  shall  be  deemed  to  be  other  than  a payment on account, nor shall any
endorsement  or  statement  on any check or any letter accompanying any check or
payment be deemed an accord and satisfaction, and Landlord may accept such check
or  payment  without prejudice to Landlord's right to recover the balance, treat
such  partial  payment  as a default or pursue any other remedy provided in this
Lease  or  at  law.

<PAGE>
                                   ARTICLE 13
                                  CONDEMNATION
                                  -------------

     If  ten percent (10%) or more of the Premises or Building shall be taken by
power  of  eminent domain or condemned by any competent authority for any public
or  quasi-public  use  or  purpose,  or  if Landlord shall grant a deed or other
instrument  in  lieu  of such taking by eminent domain or condemnation, Landlord
shall  have  the  option  to terminate this Lease upon ninety (90) days' notice,
provided  such notice is given no later than one hundred eighty (180) days after
the  date of such taking, condemnation, reconfiguration, vacation, deed or other
instrument.  If  more than twenty-five percent (25%) of the rentable square feet
of  the  Premises  is  taken,  or if access to the Premises is substantially and
permanently  impaired, Tenant shall have the option to terminate this Lease upon
ninety  (90)  days'  notice,  provided  such  notice  is given no later than one
hundred  eighty  (180)  days  after  the date of such taking.  Landlord shall be
entitled  to receive the entire award or payment in connection therewith, except
that  Tenant shall have the right to file any separate claim available to Tenant
for  any  taking  of Tenant's personal property and fixtures belonging to Tenant
and  removable by Tenant upon expiration of the Lease Term pursuant to the terms
of  this Lease, and for moving expenses, so long as such claim does not diminish
the  award  available  to  Landlord,  its ground lessor with respect to the Real
Property  or its mortgagee, and such claim is payable separately to Tenant.  All
Rent  shall  be  apportioned  as of the date of such termination, or the date of
such  taking, whichever shall first occur.  If any part of the Premises shall be
taken,  and  this  Lease  shall  not  be  so  terminated,  the  Rent  shall  be
proportionately  abated.  Tenant  hereby  waives  any  and  all  rights it might
otherwise  have  pursuant  to  Section  1265.130 of the California Code of Civil
Procedure.
                                   ARTICLE 14
                            ASSIGNMENT AND SUBLETTING
                          ----------------------------

14.1     Transfers.  Tenant  shall  not,  without  the  prior written consent of
         ---------
Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to
attach  to,  or  otherwise  transfer, this Lease or any interest hereunder,
permit  any  assignment  or  other  such foregoing transfer of this Lease or any
interest hereunder by operation of law, sublet the Premises or any part thereof,
or  permit  the  use  of  the  Premises by any persons other than Tenant and its
employees  (all  of  the  foregoing  are  hereinafter  sometimes  referred  to
collectively  as  "Transfers"  and  any  person  to whom any Transfer is made or
sought  to be made is hereinafter sometimes referred to as a  "Transferee").  If
Tenant  shall  desire  Landlord's  consent  to any Transfer, Tenant shall notify
Landlord in writing, which notice  (the "Transfer Notice") shall include (i) the
proposed effective date of the Transfer, which shall not be less than forty-five
(45) days nor more than one hundred eighty (180) days after the date of delivery
of  the Transfer Notice, (ii) a description of the portion of the Premises to be
transferred  (the  "Subject  Space"),  (iii)  all  of  the terms of the proposed
Transfer  and  the  consideration  therefor,  including  a  calculation  of  the
"Transfer  Premium,"  as  that  term  is  defined  in  Section  14.3,  below, in
                                                       -------------
connection  with such Transfer, the name and address of the proposed Transferee,
and  a  copy  of  all  existing  and/or proposed documentation pertaining to the
proposed  Transfer, including all existing operative documents to be executed to
evidence such Transfer or the agreements incidental or related to such Transfer,
(iv)  current  financial  statements  of the proposed Transferee certified by an
officer,  partner  or  owner  thereof,  and  any  other  information required by
Landlord,  which will enable Landlord to determine the financial responsibility,
character,  and  reputation  of  the  proposed  Transferee,  nature  of  such
Transferee's  business  and  proposed  use of the Subject Space, (v) an executed
estoppel  certificate  from Tenant in the form attached hereto as Exhibit E, and
                                                                  ---------
(vi)  such  other  information as Landlord may reasonably require.  Any Transfer
made  without  Landlord's  prior written consent shall, at Landlord's option, be
null,  void  and  of  no  effect,  and shall, at Landlord's option, constitute a
default  by  Tenant under Section 19.1.2 of this Lease.  Whether or not Landlord
                          --------------
shall  grant consent, Tenant shall pay Landlord's review and processing fees, as
well  as any reasonable legal fees incurred by Landlord, within thirty (30) days
after  written  request  by  Landlord.

14.2     Landlord's  Consent.  Landlord  shall  not  unreasonably  withhold  its
         -------------------
consent  to  any proposed Transfer of the Subject Space to the Transferee on the
terms  specified in the Transfer Notice.  The parties hereby agree that it shall
be  deemed  to  be  reasonable under this Lease and under any applicable law for
Landlord  to  withhold consent to any proposed Transfer where one or more of the
following  apply,  without  limitation  as  to  other  reasonable  grounds  for
withholding  consent:

14.2.1     The  Transferee  is  of  a  character  or  reputation or engaged in a
business  which  is  not  consistent  with  the  quality  of  the  Building;


<PAGE>

14.2.2     The  Transferee  is  either  a governmental agency or instrumentality
thereof  (i) which is that of a foreign country, (ii) which is of a character or
reputation,  is  engaged  in  a  business,  or  is  of, or is associated with, a
political  orientation or faction, which is inconsistent with the quality of the
Building,  or which would otherwise reasonably offend a landlord of a comparable
building  located  in  the  vicinity  of the Building, (iii) which is capable of
exercising  the  power  of  eminent  domain or condemnation, or (iv) which would
significantly  increase  the  human  traffic  in  the  Premises  or  Building;

14.2.3     The  Transferee's  intended  use of the Premises is inconsistent with
the  Permitted  Use;

14.2.4     The  Transfer  occurs  during  the period from the Lease Commencement
Date  until  the earlier of (i) the fourth anniversary of the Lease Commencement
Date  or (ii) the date at least ninety-five percent (95%) of the rentable square
feet  of  the  Building  is  leased,  and  the  rent  charged  by Tenant to such
Transferee  during  the  term  of  such  Transfer  (the  "Transferee's  Rent"),
calculated  using  a  present  value  analysis, is less than ninety-five percent
(95%)  of  the  rent  being  quoted by Landlord at the time of such Transfer for
comparable  space  in  the  Building  for a comparable term (the "Quoted Rent"),
calculated  using  a  present  value  analysis;

14.2.5     The  Transferee  is  not a party of reasonable financial worth and/or
financial stability in light of the responsibilities involved under the Lease on
the  date  consent  is  requested;

14.2.6     The  proposed  Transfer  would  cause  Landlord to be in violation of
another  lease  or  agreement  to  which  Landlord  is a party, or would give an
occupant  of  the  Building  a  right  to  cancel  its  lease;

14.2.7     The  terms  of  the  proposed  Transfer  will allow the Transferee to
exercise  a right of renewal, right of expansion, right of first offer, or other
similar  right  held  by  Tenant  (or  will allow the Transferee to occupy space
leased  by  Tenant  pursuant  to  any  such  right);

14.2.8     Either  the  proposed  Transferee,  or  any  person  or  entity which
directly  or  indirectly, controls, is controlled by, or is under common control
with, the proposed Transferee, (i) occupies space in the Building at the time of
the request for consent, (ii) is negotiating with Landlord to lease space in the
Building  at  such time, or (iii) has negotiated with Landlord during the twelve
(12)-month  period  immediately  preceding  the  Transfer  Notice;  or

14.2.9     The  Transferee  does  not  intend  to occupy the entire Premises and
conduct  its  business  therefrom  for  a substantial portion of the term of the
Transfer.

     Notwithstanding  anything  to  the contrary in this Lease, if Tenant or any
proposed  Transferee  claims  that Landlord has unreasonably withheld or delayed
its  consent  under Section 14.2 or otherwise has breached or acted unreasonably
                    ------------
under  this Article 14, their sole remedies shall be declaratory judgment and an
            ----------
injunction for the relief sought without any monetary damages, and Tenant hereby
waives  all  other  remedies, including, without limitation, any right at law or
equity  to  terminate this Lease, on its own behalf and, to the extent permitted
under  all  applicable laws, on behalf of the proposed Transferee.  Tenant shall
indemnify, defend and hold harmless Landlord from any and all liability, losses,
claims, damages, costs, expenses, causes of action and proceedings involving any
third party or parties (including without limitation Tenant's proposed subtenant
or  assignee)  who claim they were damaged by Landlord's wrongful withholding or
conditioning  of  Landlord's  consent.  If  Landlord  consents  to  any Transfer
pursuant  to the terms of this Section 14.2 (and does not exercise any recapture
                               ------------
rights  Landlord  may  have under Section 14.4 of this Lease), Tenant may within
                                  ------------
six  (6)  months  after Landlord's consent, but not later than the expiration of
said  six-month  period,  enter  into  such  Transfer of the Premises or portion
thereof,  upon  substantially  the same terms and conditions as are set forth in
the  Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of
                                                                 ------------
this  Lease,  provided that if there are any changes in the terms and conditions
from  those  specified  in  the  Transfer  Notice  (i)  such that Landlord would
initially  have  been entitled to refuse its consent to such Transfer under this
Section  14.2,  or  (ii)  which  would  cause  the  proposed Transfer to be more
 ------------
favorable  to  the  Transferee  than  the  terms  set forth in Tenant's original
Transfer  Notice,  Tenant  shall  again  submit the Transfer to Landlord for its
approval  and  other action under this Article 14 (including Landlord's right of
                                       ----------
recapture,  if  any,  under  Section  14.4  of  this  Lease).
                             -------------

14.3     Transfer  Premium.  If  Landlord consents to a Transfer, Landlord shall
         -----------------
be  entitled  to  one  hundred percent (100%) of any "Transfer Premium," as that
term  is  defined in this Section 14.3, received by Tenant from such Transferee.
                          ------------

<PAGE>

"Transfer  Premium"  shall mean all rent, additional rent or other consideration
payable  by such Transferee in excess of the Rent and Additional Rent payable by
Tenant under this Lease, on a per rentable square foot basis if less than all of
the  Premises  is  transferred,  after  deducting  the  reasonable expenses
incurred  by  Tenant  for  (i)  any changes, alterations and improvements to the
Premises  in  connection  with  the  Transfer, (ii) any brokerage commissions in
connection  with  the  Transfer,  and (iii) any costs to buy-out or takeover the
previous  lease of a Transferee.  "Transfer Premium" shall also include, but not
be  limited  to,  key  money  and  bonus  money  paid by Transferee to Tenant in
connection  with  such  Transfer, and any payment in excess of fair market value
for  services  rendered  by  Tenant  to  Transferee  or  for  assets,  fixtures,
inventory,  equipment,  or  furniture  transferred  by  Tenant  to Transferee in
connection  with  such  Transfer.

14.4     Landlord's Option as to Subject Space.  Notwithstanding anything to the
         -------------------------------------
contrary  contained  in this Article 14, Landlord shall have the option, by
                             ----------
giving  written  notice  to  Tenant within thirty (30) days after receipt of any
Transfer  Notice, to (i) recapture the Subject Space, or (ii) take an assignment
or  sublease  of  the Subject Space from Tenant.  Such recapture, or sublease or
assignment notice shall cancel and terminate this Lease, or create a sublease or
assignment, as the case may be, with respect to the Subject Space as of the date
stated  in  the  Transfer  Notice as the effective date of the proposed Transfer
until  the  last  day  of  the term of the Transfer as set forth in the Transfer
Notice.  In  the  event  of  a  recapture  by  Landlord,  if this Lease shall be
canceled with respect to less than the entire Premises, the Rent reserved herein
shall be prorated on the basis of the number of rentable square feet retained by
Tenant  in  proportion  to  the  number of rentable square feet contained in the
Premises,  and  this Lease as so amended shall continue thereafter in full force
and  effect, and upon request of either party, the parties shall execute written
confirmation  of  the same.  If Landlord declines, or fails to elect in a timely
manner  to  recapture, sublease or take an assignment of the Subject Space under
this  Section  14.4,  then,  provided  Landlord  has  consented  to the proposed
      -------------
Transfer,  Tenant  shall be entitled to proceed to transfer the Subject Space to
the  proposed Transferee, subject to provisions of the last paragraph of Section
                                                                         -------
14.2  of  this  Lease.
----

14.5     Effect  of Transfer.  If Landlord consents to a Transfer, (i) the terms
         -------------------
and  conditions  of  this Lease shall in no way be deemed to have been waived or
modified,  (ii) such consent shall not be deemed consent to any further Transfer
by  either  Tenant  or  a  Transferee,  (iii)  Tenant shall deliver to Landlord,
promptly  after  execution,  an  original  executed  copy  of  all documentation
pertaining  to  the  Transfer  in  form  reasonably acceptable to Landlord, (iv)
Tenant  shall furnish upon Landlord's request a complete statement, certified by
an independent certified public accountant, or Tenant's chief financial officer,
setting  forth  in  detail  the  computation  of any Transfer Premium Tenant has
derived  and  shall  derive  from such Transfer, and (v) no Transfer relating to
this  Lease  or  agreement  entered  into  with respect thereto, whether with or
without  Landlord's  consent, shall relieve Tenant or any guarantor of the Lease
from  liability  under  this  Lease.  Landlord or its authorized representatives
shall  have  the  right  at all reasonable times to audit the books, records and
papers  of  Tenant  relating  to  any Transfer, and shall have the right to make
copies  thereof.  If the Transfer Premium respecting any Transfer shall be found
understated,  Tenant  shall,  within  thirty  (30)  days  after  demand, pay the
deficiency  and  Landlord's costs of such audit, and if understated by more than
ten  percent  (10%),  Landlord  shall  have  the right to cancel this Lease upon
thirty  (30)  days'  notice  to  Tenant.

14.6     Additional  Transfers.  For purposes of this Lease, the term "Transfer"
         ---------------------
shall  also  include  (i)  if Tenant is a partnership, the withdrawal or change,
voluntary,  involuntary  or by operation of law, of twenty-five percent (25%) or
more  of the partners, or transfer of twenty-five percent or more of partnership
interests,  within  a  twelve  (12)  month  period,  or  the  dissolution of the
partnership  without  immediate  reconstitution thereof, and (ii) if Tenant is a
closely  held corporation (i.e., whose stock is not publicly held and not traded
through  an  exchange  or  over  the  counter),  (A)  the  dissolution,  merger,
consolidation  or  other reorganization of Tenant, the sale or other transfer of
more  than  an  aggregate  of  twenty-five percent (25%) of the voting shares of
Tenant  (other  than  to  immediate  family members by reason of gift or death),
within  a  twelve (12) month period, or (B) the sale, mortgage, hypothecation or
pledge  of  more  than an aggregate of twenty-five percent (25%) of the value of
the  unencumbered  assets  of  Tenant  within  a  twelve  (12)  month  period.

14.7     Non-Transfers.  Notwithstanding  anything  to the contrary contained in
         -------------
this  Lease, provided the use of the Premises remains a "Permitted Use", neither
(i)  an  assignment to a transferee of all or substantially all of the assets of
Tenant,  (ii)  an  assignment  of  the  Premises  to  a  transferee which is the
resulting entity of a merger or consolidation of Tenant with another entity, nor
(iii)  an  assignment  or  subletting  of all or a portion of the Premises to an
affiliate  of  Tenant  (an  entity which is controlled by, controls, or is under
common  control  with,  Tenant),  shall be deemed a Transfer under Article 14 of
                                                                   ----------

<PAGE>

this  Lease,  provided  that  Tenant notifies Landlord of any such assignment or
sublease  and  promptly  supplies  Landlord  with  any  documents or information
reasonably  requested  by  Landlord regarding such transfer or transferee as set
forth  in items (i) through (iii) above, that such assignment or sublease is not
a  subterfuge by Tenant to avoid its obligations under this Lease, and that such
transferee  or  affiliate  shall  have a net worth (not including goodwill as an
asset) computed in accordance with generally accepted accounting principles (the
"Net  Worth")  at  least  equal  to  the  greater of (A) the Net Worth of Tenant
immediately  prior  to  such assignment or sublease, or (B) the Net Worth on the
date  of  this  Lease  of the original named Tenant.  "Control," as used in this
Section  14.7,  shall  mean  the  ownership, directly or indirectly, of at least
   ----------
fifty-one  percent (51%) of the voting securities of, or possession of the right

to vote, in the ordinary direction of its affairs, of at least fifty-one percent
(51%)  of  the  voting  interest  in,  any  person  or  entity.

                                   ARTICLE 15
                             SURRENDER OF PREMISES;
                           ---------------------------
                            REMOVAL OF TRADE FIXTURES
                          -----------------------------

15.1     Surrender  of  Premises.  No act or thing done by Landlord or any agent
         -----------------------
or  employee  of Landlord during the Lease Term shall be deemed to constitute an
acceptance  by  Landlord  of  a  surrender of the Premises unless such intent is
specifically acknowledged in a writing signed by Landlord.  The delivery of keys
 to  the Premises to Landlord or any agent or employee of Landlord shall not
constitute  a  surrender  of the Premises or effect a termination of this Lease,
whether or not the keys are thereafter retained by Landlord, and notwithstanding
such  delivery  Tenant  shall  be  entitled  to  the  return of such keys at any
reasonable  time  upon request until this Lease shall have been terminated.  The
voluntary  or  other  surrender  of  this  Lease  by Tenant, whether accepted by
Landlord or not, or a mutual termination hereof, shall not work a merger, and at
the  option  of  Landlord  shall  operate  as  an  assignment to Landlord of all
subleases  or  subtenancies  affecting  the  Premises.

15.2     Removal  of  Tenant  Property  by  Tenant.  All  articles  of  personal
         -----------------------------------------
property and all business and trade fixtures, machinery and equipment, furniture
and  movable  partitions  owned  by  Tenant  or  installed by Tenant at its
expense  in  the Premises, which items are not a part of the tenant improvements
installed  in  the  Premises,  shall  remain  the property of Tenant, and may be
removed  by Tenant at any time during the Lease Term as long as Tenant is not in
default  under  this Lease with any applicable cure period having expired.  Upon
the expiration of the Lease Term, or upon any earlier termination of this Lease,
Tenant  shall,  subject to the provisions of this Article 15, quit and surrender
                                                  ----------
possession  of  the  Premises to Landlord in as good order and condition as when
Tenant  took  possession  and  as thereafter improved by Landlord and/or Tenant,
reasonable  wear  and  tear  and  repairs  which  are  specifically  made  the
responsibility  of  Landlord  hereunder  excepted.  Upon  such  expiration  or
termination,  Tenant  shall,  without expense to Landlord, remove or cause to be
removed  from  the Premises all debris and rubbish, and such items of furniture,
equipment,  free-standing  cabinet work, and other articles of personal property
owned by Tenant or installed or placed by Tenant at its expense in the Premises,
and  such  similar  articles  of  any  other  persons  claiming under Tenant, as
Landlord  may,  in  its sole discretion, require to be removed, and Tenant shall
repair at its own expense all damage to the Premises and Building resulting from
such  removal.

                                   ARTICLE 16
                                  HOLDING OVER
                               ----------------

     If Tenant holds over after the expiration of the Lease Term hereof, with or
without  the  express or implied consent of Landlord, such tenancy shall be from
month-to-month  only,  and shall not constitute a renewal hereof or an extension
for  any  further term, and in such case Rent shall be payable at a monthly rate
equal  to  two  hundred  percent  (200%)  of the Rent applicable during the last
rental  period  of the Lease Term under this Lease.  Such month-to-month tenancy
shall  be  subject to every other term, covenant and agreement contained herein.
Nothing  contained  in this Article 16 shall be construed as consent by Landlord
                            ----------
to  any  holding  over  by  Tenant, and Landlord expressly reserves the right to
require  Tenant  to surrender possession of the Premises to Landlord as provided
in  this  Lease  upon  the  expiration  or other termination of this Lease.  The
provisions  of  this  Article  16  shall  not be deemed to limit or constitute a
                      -----------
waiver  of  any  other rights or remedies of Landlord provided herein or at law.
Tenant  acknowledges  that if Tenant holds over without Landlord's consent, such
holding over may compromise or otherwise affect Landlord's ability to enter into
new  leases  with  prospective  tenants  regarding  the Premises.  Therefore, if
Tenant  fails  to  surrender  the Premises upon the termination or expiration of
this Lease, in addition to any other liabilities to Landlord accruing therefrom,
Tenant  shall  protect,  defend,  indemnify  and hold Landlord harmless from all
loss,  costs (including reasonable attorneys' fees) and liability resulting from
such  failure,  including, without limiting the generality of the foregoing, any
claims made by any succeeding tenant founded upon such failure to surrender, and
any  losses  suffered  by  Landlord, including lost profits, resulting from such
failure  to  surrender.

<PAGE>

                                   ARTICLE 17
                              ESTOPPEL CERTIFICATES
                            ------------------------


     Within  ten  (10)  days  following a request in writing by Landlord, Tenant
shall  execute  and  deliver to Landlord an estoppel certificate, which shall be
substantially  in the form of Exhibit E, attached hereto, (or such other form as
                              ---------
may  be  required  by any prospective mortgagee or purchaser of the Building, or
any  portion  thereof), indicating therein any exceptions thereto that may exist
at  that time, and shall also contain any other information reasonably requested
by  Landlord  or  Landlord's  mortgagee  or prospective mortgagee or purchasers.
Tenant  shall  execute  and deliver whatever other instruments may be reasonably
required  for  such  purposes.  At  any time during the Lease Term, Landlord may
require  Tenant  to  provide  Landlord  with  a  current financial statement and
financial  statements  of  the  two  (2)  years  prior  to the current financial
statement  year.  Such statements shall be prepared in accordance with generally
accepted  accounting  principles  and, if such is the normal practice of Tenant,
shall  be  audited  by  an  independent certified public accountant.  Failure of
Tenant  to  timely  execute  and  deliver  such  estoppel  certificate  or other
instruments shall constitute an acceptance of the Premises and an acknowledgment
by  Tenant  that  statements  included  in the estoppel certificate are true and
correct,  without  exception.

                                   ARTICLE 18
                                  SUBORDINATION
                                ---------------

     This  Lease  is subject and subordinate to all present and future ground or
underlying leases of the Real Property and to the lien of any mortgages or trust
deeds,  now or hereafter in force against the Real Property and the Building, if
any,  and  to  all  renewals,  extensions,  modifications,  consolidations  and
replacements  thereof, and to all advances made or hereafter to be made upon the
security  of such mortgages or trust deeds, unless the holders of such mortgages
or  trust  deeds,  or  the lessors under such ground lease or underlying leases,
require  in  writing  that this Lease be superior thereto.  In consideration of,
and  as  a  condition  precedent  to,  Tenant's agreement to permit its interest
pursuant  to  this  Lease  to be subordinated to any particular future ground or
underlying  lease  of  the  Building  or the Real Property or to the lien of any
first  mortgage  or  trust  deed, hereafter enforced against the Building or the
Real Property and to any renewals, extensions, modifications, consolidations and
replacements thereof, Landlord shall deliver to Tenant a commercially reasonable
non-disturbance  agreement  executed  by the landlord under such ground lease or
underlying lease or the holder of such mortgage or trust deed.  Tenant covenants
and  agrees  in the event any proceedings are brought for the foreclosure of any
such  mortgage, to attorn, without any deductions or set-offs whatsoever, to the
purchaser  upon  any  such  foreclosure  sale  if  so requested to do so by such
purchaser,  and  to  recognize  such  purchaser  as the lessor under this Lease.
Tenant  shall, within five (5) days of request by Landlord, execute such further
instruments  or assurances as Landlord may reasonably deem necessary to evidence
or confirm the subordination or superiority of this Lease to any such mortgages,
trust  deeds,  ground  leases  or  underlying  leases.

                                   ARTICLE 19
                               DEFAULTS; REMEDIES
                              --------------------

19.1     Defaults.  The  occurrence  of  any of the following shall constitute a
         --------
default  of  this  Lease  by  Tenant:

19.1.1     Any failure by Tenant to pay any Rent or any other charge required to
be  paid  under  this Lease, or any part thereof, within three (3) business
days of notice that the same is due, which notice shall be in lieu of any notice
required under California Code of Civil Procedure Section 1161 or any similar or
successor  law;  or

<PAGE>

19.1.2     Any  failure  by  Tenant  to  observe or perform any other provision,
covenant  or condition of this Lease to be observed or performed by Tenant where
such  failure  continues  for thirty (30) days after written notice thereof from
Landlord  to Tenant; provided however, that any such notice shall be in lieu of,
and  not  in  addition  to,  any  notice required under California Code of Civil
Procedure  Section  1161  or  any similar or successor law; and provided further
that  if  the  nature of such default is such that the same cannot reasonably be
cured  within  a  thirty  (30)  day  period, Tenant shall not be deemed to be in
default  if  it diligently commences such cure within such period and thereafter
diligently  proceeds  to  rectify and cure said default, as soon as possible; or

19.1.3     To the extent permitted by law, a general assignment by Tenant or any
guarantor  of  the  Lease  for  the  benefit  of creditors, or the taking of any
corporate  action  in  furtherance  of  bankruptcy or dissolution whether or not
there exists any proceeding under an insolvency or bankruptcy law, or the filing
by  or  against Tenant or any guarantor of any proceeding under an insolvency or
bankruptcy  law,  unless in the case of a proceeding filed against Tenant or any
guarantor  the same is dismissed within sixty (60) days, or the appointment of a
trustee or receiver to take possession of all or substantially all of the assets
of  Tenant  or  any  guarantor,  unless possession is restored to Tenant or such
guarantor  within  thirty  (30)  days,  or  any  execution  or  other judicially
authorized  seizure  of all or substantially all of Tenant's assets located upon
the  Premises  or  of  Tenant's  interest  in this Lease, unless such seizure is
discharged  within  thirty  (30)  days;  or

19.1.4     Abandonment  or  vacation  of  the Premises by Tenant; Abandonment is
herein defined to include, but is not limited to, any absence by Tenant from the
Premises for three (3) business days or longer while in default of any provision
of  this  Lease;  or

19.1.5     Tenant's failure to occupy the Premises within ten (10) business days
after  the  Premises  are  Ready  for  Occupancy.

19.2     Remedies  Upon  Default.  Upon  the  occurrence of a default by Tenant,
         -----------------------
Landlord  shall have, in addition to any other remedies available to Landlord at
law  or  in  equity,  the  option  to  pursue  any  one or more of the following
remedies,  each  and  all of which shall be cumulative and nonexclusive, without
any  notice  or  demand  whatsoever.

19.2.1     Terminate  this  Lease,  in  which  event  Tenant  shall  immediately
surrender  the Premises to Landlord, and if Tenant fails to do so, Landlord may,
without  prejudice  to  any  other  remedy  which  it may have for possession or
arrearages  in rent, enter upon and take possession of the Premises and expel or
remove Tenant and any other person who may be occupying the Premises or any part
thereof,  without  being  liable  for  prosecution  or any claim or damages
therefor;  and  Landlord  may  recover  from  Tenant  the  following:

     (i)  The worth at the time of award of any unpaid rent which has been
          earned at the time of such termination; plus

     (ii) The worth at the time of award of the amount by which the unpaid rent
          which would have been earned after termination until the time of award
          exceeds the amount of such rental loss that Tenant proves could have
          been reasonably avoided; plus

     (iii) The worth at the time of award of the amount by which the unpaid rent
          for the balance of the Lease Term after the time of award exceeds the
          amount of such rental loss that Tenant proves could have been
          reasonably avoided; plus

     (iv) Any other amount necessary to compensate Landlord for all the
          detriment proximately caused by Tenant's failure to perform its
          obligations under this Lease or which in the ordinary course of things
          would be likely to result therefrom, specifically including but not
          limited to, brokerage commissions and advertising expenses incurred,
          expenses of remodeling the Premises or any portion thereof for a new
          tenant, whether for the same or a different use, and any special
          concessions made to obtain a new tenant; and

     (v)  At Landlord's election, such other amounts in addition to or in lieu
          of the foregoing as may be permitted from time to time by applicable
          law.

<PAGE>

     The  term  "rent" as used in this Section 19.2 shall be deemed to be and to
                                       ------------
mean  all  sums  of  every  nature required to be paid by Tenant pursuant to the
terms  of  this  Lease, whether to Landlord or to others.  As used in Paragraphs
19.2.1(i) and (ii), above, the "worth at the time of award" shall be computed by
allowing  interest  at the rate set forth in Article 25 of this Lease, but in no
                                             ----------
case greater than the maximum amount of such interest permitted by law.  As used
in  Paragraph  19.2.1(iii)  above,  the  "worth  at  the time of award" shall be
computed  by discounting such amount at the discount rate of the Federal Reserve
Bank  of  San  Francisco  at  the  time  of  award  plus  one  percent  (1%).

19.2.2     Landlord  shall  have  the  remedy described in California Civil Code
Section  1951.4  (lessor  may continue lease in effect after lessee's breach and
abandonment  and  recover  Rent  as  it  becomes due, if lessee has the right to
sublet  or  assign,  subject  only  to reasonable limitations).  Accordingly, if
Landlord  does  not  elect  to terminate this Lease on account of any default by
Tenant, Landlord may, from time to time, without terminating this Lease, enforce
all  of  its  rights  and remedies under this Lease, including the right to
recover  all  rent  as  it  becomes  due.

19.2.3     Landlord may, but shall not be obligated to, make any such payment or
perform  or  otherwise  cure  any  such  obligation, provision, covenant or
condition  on  Tenant's  part  to  be  observed  or performed (and may enter the
Premises for such purposes).  In the event of Tenant's failure to perform any of
its obligations or covenants under this Lease, and such failure to perform poses
a  material  risk of injury or harm to persons or damage to or loss of property,
then Landlord shall have the right to cure or otherwise perform such covenant or
obligation  at  any time after such failure to perform by Tenant, whether or not
any such notice or cure period set forth in Section 19.1 above has expired.  Any
                                            ------------
such actions undertaken by Landlord pursuant to the foregoing provisions of this
Section 19.2.3 shall not be deemed a waiver of Landlord's rights and remedies as
--------------
a result of Tenant's failure to perform and shall not release Tenant from any of
its  obligations  under  this  Lease.

19.3     Payment  by  Tenant.  Tenant shall pay to Landlord, within fifteen (15)
         -------------------
days  after  delivery  by  Landlord  to Tenant of statements therefor:  (i) sums
equal  to  expenditures  reasonably made and obligations incurred by Landlord in
connection  with  Landlord's  performance or cure of any of Tenant's obligations
pursuant  to  the provisions of Section 19.2.3 above; and (ii) sums equal to all
                                --------------
expenditures  made  and  obligations  incurred  by  Landlord  in  collecting  or
attempting  to  collect  the  Rent  or in enforcing or attempting to enforce any
rights  of  Landlord  under  this  Lease  or pursuant to law, including, without
limitation,  all legal fees and other amounts so expended.  Tenant's obligations
under  this  Section  19.3 shall survive the expiration or sooner termination of
             -------------
the  Lease  Term.

19.4     Subleases  of Tenant.  Whether or not Landlord elects to terminate this
         --------------------
Lease  on  account  of  any  default by Tenant, as set forth in this Article 19,
                                                                     ----------
Landlord  shall  have  the  right  to terminate any and all subleases, licenses,
concessions  or  other  consensual  arrangements  for possession entered into by
Tenant and affecting the Premises or may, in Landlord's sole discretion, succeed
to  Tenant's  interest in such subleases, licenses, concessions or arrangements.
If  Landlord  elects  to  succeed  to  Tenant's  interest in any such subleases,
licenses, concessions or arrangements, Tenant shall, as of the date of notice by
Landlord  of  such election, have no further right to or interest in the rent or
other  consideration  receivable  thereunder.

19.5     Form  of  Payment After Default.  Following the occurrence of a default
         -------------------------------
by  Tenant,  Landlord shall have the right to require that any or all subsequent
amounts paid by Tenant to Landlord hereunder, whether in the cure of the default
in  question or otherwise, be paid in the form of money order, cashier's or
certified  check  drawn  on  an  institution acceptable to Landlord, or by other
means  approved  by  Landlord,  notwithstanding  any prior practice of accepting
payments  in  any  different  form.

19.6     Efforts  to Relet.  For the purposes of this Article 19, Tenant's right
         -----------------                            ----------
to possession shall not be deemed to have been terminated by efforts of Landlord
to  relet  the Premises, by its acts of maintenance or preservation with respect
to the Premises, or by appointment of a receiver to protect Landlord's interests
hereunder.  The foregoing enumeration is not exhaustive, but merely illustrative
of acts which may be performed by Landlord without terminating Tenant's right to
possession.

<PAGE>

19.7     Late  Charges;  Interest.  If  any installment of Rent or any other sum
         ------------------------
due  from Tenant shall not be received by Landlord or Landlord's designee within
five (5) days after said amount is due, then Tenant shall pay to Landlord a late
charge  equal  to  five  percent (5%) of the overdue amount, plus any attorneys'
fees incurred by Landlord by reason of Tenant's failure to pay Rent and/or other
charges when due hereunder.  The late charge shall be deemed Additional Rent and
the  right  to require it shall be in addition to all of Landlord's other rights
and  remedies  hereunder  or  at  law  and  shall not be construed as liquidated
damages  or  as  limiting Landlord's remedies in any manner.  In addition to the
late charge described above, any Rent or other amounts owing hereunder which are
not paid on or before the date they are due shall thereafter bear interest until
paid at a rate per annum equal to four percent (4%) above the prime lending rate
from  time  to  time  charged by Wells Fargo Bank per annum, provided that in no
case  shall  such  rate  be higher than the highest rate permitted by applicable
law.

                                   ARTICLE 20
                                ATTORNEYS' FEES
                                -----------------

     If  either  party  commences  litigation against the other for the specific
performance  of  this  Lease, for damages for the breach hereof or otherwise for
enforcement  of  any remedy hereunder, the parties hereto agree to and hereby do
waive any right to a trial by jury and, in the event of any such commencement of
litigation,  the  prevailing  party  shall be entitled to recover from the other
party  such  costs  and  reasonable  attorneys'  fees as may have been incurred.

                                   ARTICLE 21
                                SECURITY DEPOSIT
                               ------------------

     Concurrent with Tenant's execution of this Lease, Tenant shall deposit with
Landlord  a security deposit (the "Security Deposit") in the amount set forth in
Section  10  of  the Summary.  The Security Deposit shall be held by Landlord as
-----------
security for the faithful performance by Tenant of all the terms, covenants, and
conditions  of  this  Lease  to be kept and performed by Tenant during the Lease
Term.  If  Tenant  defaults  with  respect  to  any  provisions  of  this Lease,
including,  but  not limited to, the provisions relating to the payment of Rent,
Landlord may, but shall not be required to, use, apply or retain 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 that Landlord may spend or become obligated to
spend  by  reason  of  Tenant's default, or to compensate Landlord for any other
loss  or  damage that Landlord may suffer by reason of Tenant's default.  If any
portion of the Security Deposit is so used or applied, Tenant shall, within five
(5)  days after written demand therefor, deposit cash with Landlord in an amount
sufficient  to restore the Security Deposit to its original amount, and Tenant's
failure to do so shall be a default under this Lease.  If Tenant shall fully and
faithfully  perform  every  provision  of  this Lease to be performed by it, the
Security  Deposit,  or  any balance thereof, shall be returned to Tenant, or, at
Landlord's  option,  to the last assignee of Tenant's interest hereunder, within
sixty (60) days following the expiration of the Lease Term.  Tenant shall not be
entitled  to  any  interest  on  the Security Deposit.  Tenant hereby waives the
provisions  of  Section  1950.7  of  the  California  Civil  Code, and all other
provisions  of  law,  now or hereafter in force, which provide that Landlord may
claim  from  a  security  deposit only those sums reasonably necessary to remedy
defaults  in  the payment of rent, to repair damage caused by Tenant or to clean
the  Premises,  it being agreed that Landlord may, in addition, claim those sums
reasonably  necessary  to  compensate  Landlord  for  any  other loss or damage,
foreseeable  or  unforeseeable,  caused  by the act or omission of Tenant or any
officer,  employee,  agent  or  invitee  of  Tenant.

                                   ARTICLE 22
                         SUBSTITUTION OF OTHER PREMISES
                       ----------------------------------


     If  Landlord  requires  the Premises for use by another tenant or for other
reasons  connected  with the Building planning program, then Landlord shall have
the right, upon sixty (60) days' prior written notice to Tenant, to relocate the
Premises  to  other  space  in the Building of substantially similar size as the
Premises, and with tenant improvements of substantially similar age, quality and
layout  as  then existing in the Premises.  In the event of any such relocation,
Landlord  shall  pay for the cost of providing such substantially similar tenant
improvements  (but  not  any furniture or personal property), and Landlord shall
reimburse  Tenant,  within thirty (30) days after Landlord's receipt of invoices
and  paid  receipts,  for  the  reasonable  moving,  telephone  installation and
stationery  reprinting costs actually paid for by Tenant in connection with such
relocation.  If  Landlord  so relocates Tenant, the terms and conditions of this
Lease  shall  remain in full force and effect and apply to the new space, except
that  (a)  a revised Exhibit A shall become part of this Lease and shall reflect
                     ---------
the  location  of  the  new space, (b) the Summary of Basic Lease Information of
this  Lease shall be amended to include and state all correct data as to the new
space,  and  (c) such new space shall thereafter be deemed to be the "Premises".
Notwithstanding  the foregoing provisions of this Article 22 to the contrary, if
                                                  ----------
the  new  space  contains  more rentable square feet than the original Premises,
Tenant  shall not be obligated to pay any more Base Rent or Direct Expenses than
otherwise  applicable  to  the  original Premises.  Landlord and Tenant agree to
cooperate  fully in order to minimize the inconvenience of Tenant resulting from
such  relocation.

<PAGE>

                                   ARTICLE 23
                                      SIGNS
                                   ----------

23.1     Full  Floor  Tenants.  Subject to Landlord's prior written approval, in
         --------------------
its  sole  discretion,  and  provided all signs are in keeping with the quality,
design  and  style  of  the Building, Tenant, if the Premises comprise an entire
floor  of the Building, at its sole cost and expense, may install identification
signage  anywhere  in  the  Premises  including  in  the  elevator  lobby of the
Premises,  provided that such signs must not be visible from the exterior of the
Building.

23.2     Multi-Tenant  Floor  Tenants.  If  Tenant occupies less than the entire
         ----------------------------
floor  on  which  the Premises is located, Tenant's identifying signage shall be
provided  by  Landlord  and  such  signage  shall  be comparable to that used by
Landlord  for  other  similar  floors  in  the  Building  and  shall comply with
Landlord's  Building  standard  signage  program.  Any  additions,  deletions or
modifications  to  such  Building  standard  signage  shall  be at Tenant's sole
expense  and  shall  be subject to the prior written approval of Landlord in its
sole  discretion.

23.3     Prohibited  Signage  and  Other  Items.  Any  signs,  notices,  logos,
         --------------------------------------
pictures,  names  or  advertisements  which are installed and that have not been
individually  approved  by Landlord may be removed without notice by Landlord at
the sole expense of Tenant.  Tenant may not install any signs on the roof of the
Building or  on the Real Property.  Any signs, window coverings, or blinds (even
if  the  same  are located behind the Landlord approved window coverings for the
Building),  or other items visible from the exterior of the Premises or Building
are  subject  to  the prior written approval of Landlord in its sole discretion.

23.4     Eyebrow  Sign.  Subject  to  approval  by  all  applicable governmental
         -------------
authorities,  Landlord  hereby grants Tenant the non-exclusive right to have one
(1)  exterior  "eyebrow" sign (the "Eyebrow Sign") installed on the front of the
Building  in  a  location  approved  by Landlord in its reasonable discretion to
contain  the  name "Leisure Industries."  Tenant shall be solely responsible for
all  costs incurred by Landlord in connection with the installation, maintenance
and  eventual  removal  of  the Eyebrow Sign, all of which shall be performed by
contractors  selected  or  approved  by  Landlord.

     The  sign  rights  granted  herein  are  personal  to  the  original Tenant
executing  this  Lease and may not be assigned, voluntarily or involuntarily, to
any  person  or  entity  except to a successor by merger or reorganization.  The
sign rights granted to the original Tenant hereunder are not assignable separate
and  apart  from  this Lease, nor may any right granted herein be separated from
this  Lease  in  any  manner,  either  by  reservation  or  otherwise.

                                   ARTICLE 24
                              COMPLIANCE WITH LAW
                             ----------------------

     Tenant  shall not do anything or suffer anything to be done in or about the
Premises  which  will  in  any  way conflict with any law, statute, ordinance or
other  governmental  rule,  regulation  or requirement now in force or which may
hereafter  be  enacted or promulgated.  Should any standard or regulation now or
hereafter  be  imposed  on  Landlord  or  Tenant  by  a  state, federal or local
governmental  body charged with the establishment, regulation and enforcement of
occupational,  health or safety standards for employers, employees, landlords or
tenants,  then  Tenant  agrees, at its sole cost and expense, to comply promptly
with  such  standards  or regulations.  Tenant shall be responsible, at its sole
cost  and  expense,  to  make all alterations to the Premises as are required to
comply  with  the  governmental  rules,  regulations,  requirements or standards
described  in  this  Article  24.  The  judgment  of  any  court  of  competent
                     -----------
jurisdiction  or  the  admission of Tenant in any judicial action, regardless of
whether  Landlord  is  a  party  thereto,  that  Tenant has violated any of said
governmental  measures, shall be conclusive of that fact as between Landlord and
Tenant.

<PAGE>

                                   ARTICLE 25
                                ENTRY BY LANDLORD
                              -------------------

     Landlord  reserves  the  right  at all reasonable times and upon reasonable
notice  to  the  Tenant to enter the Premises to (i) inspect them; (ii) show the
Premises  to prospective purchasers, mortgagees or ground or underlying lessors,
or,  during  the last twelve (12) months of the Lease Term, prospective tenants;
(iii)  post  notices  of nonresponsibility; or (iv) alter, improve or repair the
Premises  or  the Building if necessary to comply with current building codes or
other applicable laws, or for structural alterations, repairs or improvements to
the  Building.  Notwithstanding  anything  to  the  contrary  contained  in this
Article  25, Landlord may enter the Premises at any time to (A) perform services
      -----
required of Landlord; (B) take possession due to any breach of this Lease in the
manner  provided  herein;  and  (C) perform any covenants of Tenant which Tenant
fails  to  perform.  Landlord may make any such entries without the abatement of
Rent  and  may  take  such  steps as required to accomplish the stated purposes;
provided, however, that any such entry shall be accomplished as expeditiously as
reasonably  possible  and  in  a manner so as to cause as little interference to
Tenant  as  reasonably possible.  Tenant hereby waives any claims for damages or
for  any  injuries  or  inconvenience to or interference with Tenant's business,
lost  profits, any loss of occupancy or quiet enjoyment of the Premises, and any
other  loss  occasioned thereby.  For each of the above purposes, Landlord shall
at  all  times  have  a  key with which to unlock all the doors in the Premises,
excluding  Tenant's  vaults,  safes  and  special  security  areas designated in
advance  by  Tenant.  In  an emergency, Landlord shall have the right to use any
means  that  Landlord  may deem proper to open the doors in and to the Premises.
Any  entry  into  the  Premises by Landlord in the manner hereinbefore described
shall  not  be deemed to be a forcible or unlawful entry into, or a detainer of,
the  Premises,  or an actual or constructive eviction of Tenant from any portion
of  the  Premises.

                                   ARTICLE 26
                                 TENANT PARKING
                                ----------------

     Tenant  shall have the right to use the parking area servicing the Building
on  a  non-exclusive basis.  Tenant's continued right to use the parking area is
conditioned  upon  Tenant  abiding  by  all  rules  and  regulations  which  are
prescribed  from  time  to time for the orderly operation and use of the parking
area  and  upon  Tenant's  cooperation  in  seeing  that  Tenant's employees and
visitors  also  comply  with  such rules and regulations.  Landlord specifically
reserves  the  right to change the location, size, configuration, design, layout
and  all  other  aspects  of  the  parking  area  in  question,  including  the
discontinuance  of  any  reserved  parking  spaces,  at  any  time  and  Tenant
acknowledges  and  agrees  that Landlord may, without incurring any liability to
Tenant  and  without  any abatement of Rent under this Lease, from time to time,
close-off  or  restrict  access  to the parking area in question for purposes of
permitting  or  facilitating  any such construction, alteration or improvements.
Landlord  may  totally or partially delegate its responsibilities hereunder to a
parking  operator  in which case such parking operator shall have all the rights
of  control  delegated  by  Landlord.

     Landlord  shall  provide  Tenant with Twenty-Seven (27) unreserved employee
parking  spaces  (of  which  Tenant  may elect, subject to availability and upon
thirty (30) days prior written notice to Landlord, to convert up to three (3) of
such  unreserved  spaces  to reserved employee parking spaces at Landlord's then
current  rates  for  such  reserved spaces, provided such rates shall not exceed
$75.00  per  reserved  space  per  month  during the first five (5) years of the
initial  Lease  Term)  within the parking area servicing the Building.  Provided
Tenant  is  not  in default under this Lease, unreserved employee parking spaces
shall be provided at no charge to the Tenant for the first five (5) years of the
initial  Lease  Term.

     Subject  to  the  terms  of this Article 26, Landlord reserves the right to
institute  at  any  time  during the Term hereof, a controlled parking operation
("Controlled  Parking")  for  the  Building  and/or  any  adjoining  property of

<PAGE>


Landlord,  which  may  include  monthly  parking charges. If Landlord implements
Controlled  Parking,  Tenant  shall pay the then current monthly parking charges
established  by  Landlord  for  unreserved  and  reserved  parking spaces at the
Building, and Tenant shall be obligated to pay said monthly fees for each of the
parking  spaces granted to Tenant hereunder, whether or not Tenant elects to use
all  of  its  parking  spaces.

                                   ARTICLE 27
                            MISCELLANEOUS PROVISIONS
                            -------------------------


27.1     Binding  Effect.  Each  of the provisions of this Lease shall extend to
         ---------------
and  shall,  as  the  case may require, bind or inure to the benefit not only of
Landlord  and  of  Tenant,  but  also of their respective successors or assigns,
provided  this  clause shall not permit any assignment by Tenant contrary to the
provisions  of  Article  14  of  this  Lease.
                -----------

27.2     No  Air  Rights.  No  rights  to  any  view or to light or air over any
         ---------------
property,  whether  belonging  to  Landlord  or any other person, are granted to
Tenant  by  this  Lease.  If  at  any  time  any  windows  of  the  Premises are
temporarily  darkened  or the light or view therefrom is obstructed by reason of
any repairs, improvements, maintenance or cleaning in or about the Building, the
same  shall  be  without liability to Landlord and without any reduction or
diminution  of  Tenant's  obligations  under  this  Lease.

27.3     Modification  of Lease.  Should any current or prospective mortgagee or
         ----------------------
ground  lessor  for the Building require a modification or modifications of this
Lease,  which  modification or modifications will not cause an increased cost or
expense to Tenant or in any other way materially and adversely change the rights
and  obligations of Tenant hereunder, then and in such event, Tenant agrees
that this Lease may be so modified and agrees to execute whatever documents are
required  therefor  and  deliver  the  same  to  Landlord  within  ten (10) days
following  the  request  therefor.  Should  Landlord  or  any  such  prospective
mortgagee  or  ground  lessor  require  execution  of  a short form of Lease for
recording,  containing,  among  other  customary  provisions,  the  names of the
parties,  a  description  of  the  Premises and the Lease Term, Tenant agrees to
execute  such short form of Lease and to deliver the same to Landlord within ten
(10)  days  following  the  request  therefor.

27.4     Transfer of Landlord's Interest.  Tenant acknowledges that Landlord has
         -------------------------------
the  right  to  transfer  all  or  any  portion of its interest in the Real
Property  and Building and in this Lease, and Tenant agrees that in the event of
any  such  transfer  and  a  transfer  of  the  Security Deposit, Landlord shall
automatically  be released from all liability under this Lease and Tenant agrees
to  look solely to such transferee for the performance of Landlord's obligations
hereunder after the date of transfer.  Tenant further acknowledges that Landlord
may  assign  its  interest  in  this  Lease  to  a mortgage lender as additional
security  and agrees that such an assignment shall not release Landlord from its
obligations hereunder and that Tenant shall continue to look to Landlord for the
performance  of  its  obligations  hereunder.

27.5     Prohibition  Against  Recording.  Except as provided in Section 27.3 of
         -------------------------------                         ------------
this  Lease,  neither this Lease, nor any memorandum, affidavit or other writing
with  respect  thereto, shall be recorded by Tenant or by anyone acting through,
under  or  on  behalf  of Tenant, and the recording thereof in violation of this
provision  shall  make  this  Lease  null  and  void  at  Landlord's  election.

27.6     Captions.  The  captions  of  Articles and Sections are for convenience
         --------
only  and shall not be deemed to limit, construe, affect or alter the meaning of
such  Articles  and  Sections.

27.7     Relationship  of  Parties.  Nothing  contained  in  this Lease shall be
         -------------------------
deemed  or  construed  by the parties hereto or by any third party to create the
relationship  of  principal  and  agent,  partnership,  joint  venturer  or  any
association  between  Landlord  and  Tenant,  it  being expressly understood and
agreed that neither the method of computation of Rent nor any act of the parties
hereto  shall  be  deemed to create any relationship between Landlord and Tenant
other  than  the  relationship  of  landlord  and  tenant.

27.8     Time  of Essence.  Time is of the essence of this Lease and each of its
         ----------------
provisions.

27.9     Partial  Invalidity.  If  any term, provision or condition contained in
         -------------------
this  Lease  shall, to any extent, be invalid or unenforceable, the remainder of
this  Lease,  or the application of such term, provision or condition to persons
or  circumstances  other  than  those  with  respect  to  which it is invalid or
unenforceable,  shall  not  be  affected thereby, and each and every other term,
provision  and  condition  of  this  Lease shall be valid and enforceable to the
fullest  extent  possible  permitted  by  law.

27.10     Landlord  Exculpation.  It  is  expressly  understood  and agreed that
          ---------------------
notwithstanding  anything in this Lease to the contrary, and notwithstanding any
applicable  law  to  the  contrary,  the  liability of Landlord and the Landlord
Parties  hereunder (including any successor landlord) and any recourse by Tenant
against Landlord or the Landlord Parties shall be limited solely and exclusively
to  an  amount  which  is equal to the interest of Landlord in the Building, and

<PAGE>

neither  Landlord,  nor  any  of  the  Landlord  Parties shall have any personal
liability  therefor,  and  Tenant  hereby  expressly  waives  and  releases such
personal  liability  on behalf of itself and all persons claiming by, through or
under  Tenant.
27.11     Entire Agreement.  It is understood and acknowledged that there are no
          ----------------
oral  agreements  between the parties hereto affecting this Lease and this Lease
supersedes  and  cancels  any  and  all  previous  negotiations,  arrangements,
brochures,  agreements and understandings, if any, between the parties hereto or
displayed  by Landlord to Tenant with respect to the subject matter thereof, and
none thereof shall be used to interpret or construe this Lease.  This Lease, the
exhibits  and  schedules  attached  hereto,  and  any  side  letter  or separate
agreement  executed  by  Landlord  and  Tenant in connection with this Lease and
dated  of  even  date  herewith contain all of the terms, covenants, conditions,
warranties  and  agreements of the parties relating in any manner to the rental,
use  and occupancy of the Premises, shall be considered to be the only agreement
between the parties hereto and their representatives and agents, and none of the
terms,  covenants,  conditions  or  provisions  of  this  Lease can be modified,
deleted  or  added  to  except  in  writing  signed  by  the  parties  hereto.

27.12     Right  to  Lease.  Landlord reserves the absolute right to effect such
          ----------------
other tenancies in the Building as Landlord in the exercise of its sole business
judgment  shall determine to best promote the interests of the Building.  Tenant
does not rely on the fact, nor does Landlord represent, that any specific tenant
or  type  or number of tenants shall, during the Lease Term, occupy any space in
the  Building.

27.13     Force  Majeure.  Any  prevention,  delay  or  stoppage due to strikes,
          --------------
lockouts,  labor  disputes, acts of God, inability to obtain services, labor, or
materials  or  reasonable  substitutes  therefor,  governmental  actions,  civil
commotions,  fire  or  other  casualty,  and  other causes beyond the reasonable
control  of  the party obligated to perform (collectively, the "Force Majeure"),
except  with  respect  to  the obligations imposed with regard to Rent and other
charges  to  be paid by Tenant pursuant to this Lease, and except as to Tenant's
obligations  under  Articles  5 and 24 of this Lease notwithstanding anything to
                    ------------------
the contrary contained in this Lease, shall excuse the performance of such party
for  a period equal to any such prevention, delay or stoppage and, therefore, if
this  Lease  specifies  a time period for performance of an obligation of either
party,  that  time  period  shall be extended by the period of any delay in such
party's  performance  caused  by  a  Force  Majeure.

27.14     Notices.  All  notices,  demands,  statements,  approvals  or
          -------
communications (collectively, "Notices") given or required to be given by either
          ---
party to the other hereunder shall be in writing, shall be sent by United States
certified  or  registered  mail,  postage  prepaid, return receipt requested, or
delivered  personally  (i)  to  Tenant  at  the appropriate address set forth in
Section 5 of the Summary, or to such other place as Tenant may from time to time
       --
designate  in  a  Notice  to  Landlord; or (ii) to Landlord at the addresses set
forth  in Section 3 of the Summary, or to such other firm or to such other place
          ---------
as  Landlord  may from time to time designate in a Notice to Tenant.  Any Notice
will  be deemed given on the date it is mailed as provided in this Section 27.14
                                                                   -------------
or  upon  the date personal delivery is made or attempted to be made.  If Tenant
is  notified  of  the  identity and address of Landlord's mortgagee or ground or
underlying  lessor,  Tenant shall give to such mortgagee or ground or underlying
lessor  written  notice of any default by Landlord under the terms of this Lease
by  registered  or  certified  mail,  and such mortgagee or ground or underlying
lessor  shall  be  given  a reasonable opportunity to cure such default prior to
Tenant's  exercising  any  remedy  available  to  Tenant.

27.15     Joint  and Several.  If there is more than one Tenant, the obligations
          ------------------
imposed  upon  Tenant  under  this  Lease  shall  be  joint  and  several.

27.16     Authority.  If Tenant is a corporation or partnership, each individual
          ---------
executing  this  Lease  on  behalf of Tenant hereby represents and warrants that
Tenant  is  a  duly  formed  and  existing  entity  qualified  to do business in
California  and  that Tenant has full right and authority to execute and deliver
this  Lease and that each person signing on behalf of Tenant is authorized to do
so.

27.17     Governing  Law.  This  Lease  shall  be  construed  and  enforced  in
          --------------
accordance  with  the  laws  of  the  State  of  California.

<PAGE>

27.18     Submission of Lease.  Submission of this instrument for examination or
          -------------------
signature by Tenant does not constitute a reservation of or an option for lease,
and  it is not effective as a lease or otherwise until execution and delivery by
both  Landlord  and  Tenant.

27.19     Brokers.  Landlord  and  Tenant hereby warrant to each other that they
          -------
have had no dealings with any real estate broker or agent in connection with the
negotiation  of  this  Lease,  excepting  only the real estate brokers or agents
specified  in Section 12 of the Summary and Landlord's designated representative
              ----------
(the  "Brokers"), and that they know of no other real estate broker or agent who
is  entitled  to a commission in connection with this Lease.  Landlord shall pay
the  brokerage  commissions  owing  to  the  Brokers  in  connection  with  the
transaction  contemplated  by  this  Lease  pursuant  to the terms of a separate
written  agreement  between  Landlord  and  the  Brokers.  Each  party agrees to
indemnify  and  defend the other party against and hold the other party harmless
from  any and all claims, demands, losses, liabilities, lawsuits, judgments, and
costs  and  expenses  (including  without limitation reasonable attorneys' fees)
with  respect to any leasing commission or equivalent compensation alleged to be
owing  on  account  of  the  indemnifying  party's dealings with any real estate
broker  or  agent other than the Brokers.  The terms of this Section 27.19 shall
                                                             -------------
survive  the  expiration  or  earlier  termination  of  the  Lease  Term.

27.20     Independent  Covenants.  This  Lease  shall be construed as though the
          ----------------------
covenants  herein  between Landlord and Tenant are independent and not dependent
and  Tenant  hereby  expressly waives the benefit of any statute to the contrary
and  agrees  that if Landlord fails to perform its obligations set forth herein,
Tenant  shall  not be entitled to make any repairs or perform any acts hereunder
at  Landlord's  expense  or  to  any  setoff  of the Rent or other amounts owing
hereunder  against  Landlord;  provided, however, that the foregoing shall in no
way  impair  the  right of Tenant to commence a separate action against Landlord
for  any  violation  by  Landlord  of the provisions hereof so long as notice is
first  given  to Landlord and any holder of a mortgage or deed of trust covering
the  Building, Real Property or any portion thereof, of whose address Tenant has
theretofore  been  notified,  and an opportunity is granted to Landlord and such
holder  to  correct  such  violations  as  provided  above.

27.21     Building  Name and Signage.  Landlord shall have the right at any time
          --------------------------
to  change  the  name of the Building and to install, affix and maintain any and
all  signs  on the exterior and on the interior of the Building as Landlord may,
in  Landlord's  sole  discretion,  desire.  Tenant shall not use the name of the
Building  or  use  pictures  or  illustrations of the Building in advertising or
other  publicity,  without  the  prior  written  consent  of  Landlord.

27.22     Transportation Management.  Tenant shall fully comply with all present
          -------------------------
or  future programs intended to manage parking, transportation or traffic in and
around  the Building, and in connection therewith, Tenant shall take responsible
action  for  the transportation planning and management of all employees located
at  the  Premises  by  working  directly  with  Landlord,  any  governmental
transportation  management  organization  or  any  other  transportation-related
committees  or  entities.

27.23     Successors.  Except  as  otherwise  expressly  provided  herein,  the
          ----------
obligations  of  this Lease shall bind and benefit the successors and assigns of
the  parties  hereto;  provided,  however, that no assignment, sublease or other
transfer  in violation of the provisions of Article 14 shall operate to vest any
                                            ----------
rights  in  any  putative  assignee,  subtenant  or  transferee  of  Tenant.

27.24     Landlord  Renovations.  It  is specifically understood and agreed that
          ---------------------
Landlord  has made no representation or warranty to Tenant and has no obligation
to alter, remodel, improve, renovate, repair or decorate the Premises, Building,
or  any part thereof and that no representations respecting the condition of the
Premises  or  the  Building  have  been  made  by  Landlord  to Tenant except as
specifically  set  forth  herein  or in the Tenant Work Letter.  However, Tenant
acknowledges  that  Landlord may during the Lease Term renovate, improve, alter,
or  modify (collectively, the "Renovations") the Building, Premises, and/or Real
Property,  including  without  limitation  the  parking structure, common areas,
systems  and  equipment,  roof,  and  structural  portions  of  the  same, which
Renovations  may  include,  without limitation, (i) installing sprinklers in the
Building  common  areas  and  tenant spaces, (ii) modifying the common areas and
tenant  spaces  to  comply  with  applicable  laws  and  regulations,  including
regulations  relating  to  the  physically  disabled,  seismic  conditions,  and
building safety and security, and (iii) installing new floor covering, lighting,
and  wall  coverings  in  the  Building common areas, and in connection with any
Renovations,  Landlord  may,  among  other  things,  erect  scaffolding or other
necessary  structures  in the Building, limit or eliminate access to portions of
the  Real  Property,  including portions of the common areas, or perform work in
the Building, which work may create noise, dust or leave debris in the Building.
Tenant  hereby agrees that such Renovations and Landlord's actions in connection
with  such  Renovations  shall  in  no way constitute a constructive eviction of
Tenant  nor  entitle  Tenant  to  any abatement of Rent.  Landlord shall have no
responsibility  or for any reason be liable to Tenant for any direct or indirect
injury  to  or interference with Tenant's business arising from the Renovations,
nor  shall  Tenant  be entitled to any compensation or damages from Landlord for
loss of the use of the whole or any part of the Premises or of Tenant's personal
property or improvements resulting from the Renovations or Landlord's actions in
connection  with  such  Renovations,  or  for  any  inconvenience  or  annoyance
occasioned  by  such  Renovations  or Landlord's actions in connection with such
Renovations.

<PAGE>

27.25     Covenant  of Quiet Enjoyment.  Landlord's title is and always shall be
          ----------------------------
paramount to the title of Tenant.  Nothing herein contained shall empower Tenant
to  do any act which can, shall or may encumber the title of Landlord.  Landlord
covenants  that  Tenant,  on  paying  the  Rent,  charges for services and other
payments  herein reserved and on keeping, observing and performing all the other
terms,  covenants, conditions, provisions and agreements herein contained on the
part of Tenant to be kept, observed and performed, shall, during the Lease Term,
peaceably  and  quietly  have, hold and enjoy the Premises subject to the terms,
covenants,  conditions, provisions and agreements hereof without interference by
any persons lawfully claiming by or through Landlord.  The foregoing covenant is
in  lieu  of  any  other  covenant  express  or  implied.

27.26     Confidentiality.  Tenant  acknowledges  that the content of this Lease
          ---------------
and  any related documents are confidential information.  Tenant shall keep such
confidential  information  strictly  confidential  and  shall  not disclose such
confidential  information to any person or entity other than Tenant's financial,
legal,  accounting, real estate and space planning consultants, respectively, or
as  otherwise  required  by  law.

27.27     No  Waiver.  No waiver of any provision of this Lease shall be implied
          ----------
by  any  failure of a party to enforce any remedy on account of the violation of
such  provision,  even  if  such  violation  shall  continue  or  be  repeated
subsequently,  any  waiver by a party of any provision of this Lease may only be
in  writing, and no express waiver shall affect any provision other than the one
specified  in  such  waiver  and  that  one  only for the time and in the manner
specifically  stated.  No  receipt  of  monies by Landlord from Tenant after the
termination of this Lease shall in any way alter the length of the Lease Term or
of  Tenant's  right  of  possession  hereunder or after the giving of any notice
shall  reinstate,  continue  or extend the Lease Term or affect any notice given
Tenant  prior  to  the  receipt  of  such monies, it being agreed that after the
service  of  notice  or  the  commencement of a suit or after final judgment for
possession  of  the Premises, Landlord may receive and collect any Rent due, and
the  payment  of  said  Rent  shall  not  waive  or  affect said notice, suit or
judgment.

27.28     Jury  Trial;  Attorneys'  Fees.  IF  EITHER PARTY COMMENCES LITIGATION
          ------------------------------
AGAINST  THE  OTHER  FOR THE SPECIFIC PERFORMANCE OF THIS LEASE, FOR DAMAGES FOR
THE  BREACH  HEREOF  OR  OTHERWISE  FOR ENFORCEMENT OF ANY REMEDY HEREUNDER, THE
PARTIES  HERETO  AGREE  TO AND HEREBY DO WAIVE ANY RIGHT TO A TRIAL BY JURY.  In
the  event of any such commencement of litigation, the prevailing party shall be
entitled  to  recover  from the other party such costs and reasonable attorneys'
fees  as  may  have  been  incurred,  including  any  and  all costs incurred in
enforcing,  perfecting  and  executing  such  judgment.

27.29     AIRCRAFT  NOISE DISCLOSURES.  TENANT ACKNOWLEDGES THAT IT HAS READ AND
          ---------------------------
UNDERSTANDS  THE  AIRCRAFT  NOTIFICATION  WHICH IS ATTACHED HERETO AS EXHIBIT F.
SUCH  INSTRUMENT  CONTAINS CERTAIN IMPORTANT DISCLOSURES RESPECTING THE PREMISES
TENANT  IS LEASING.  THE DESCRIPTION OF THE OPERATIONS SET FORTH IN THE ATTACHED
AIRCRAFT NOTIFICATION HAVE BEEN PROVIDED BY USMCAS-EL TORO AND MAY BE SUBJECT TO
CHANGE  FROM TIME TO TIME WITHOUT NOTICE.  LANDLORD MAKES NO REPRESENTATIONS AND
DISCLAIMS  ANY  RESPONSIBILITY  FOR  THE  ACCURACY  OF  ANY  SUCH  INFORMATION.
TENANT  SHALL  BE RESPONSIBLE FOR INSPECTION OF THE PREMISES AND THE COMMON
AREA  BEING  LEASED  IN  ORDER  TO  SPECIFICALLY  CONSIDER  THE EXPOSURE OF SUCH
PREMISES AND COMMON AREA TO NOISE THAT MAY OCCUR ON, ABOUT OR IN THE VICINITY OF
THE  PREMISES  AND  COMMON AREA, INCLUDING BUT NOT LIMITED TO FLIGHT ACTIVITY TO
AND  FROM  MCAS-EL  TORO  WHICH IS IN CLOSE PROXIMITY TO THE PREMISES AND COMMON
AREA.  IN  ADDITION,  TENANT  SHALL  BE  RESPONSIBLE FOR CONSIDERING ANY AND ALL
POTENTIAL  HAZARDS CAUSED BY THE OVER-FLIGHT OF AIRCRAFT AND HELICOPTER ACTIVITY
WHICH  MAY  OCCUR  ON,  ABOUT OR IN THE VICINITY OF THE PREMISES AND COMMON AREA
INCLUDING,  BUT  NOT  LIMITED  TO,  OVER-FLIGHTS  TO  AND  FROM  MCAS-EL  TORO.

<PAGE>

IN  LEASING  THE PREMISES, TENANT IS NOT RELYING UPON ANY REPRESENTATION BY
LANDLORD  RESPECTING  THE  POTENTIAL HAZARD TO THE PREMISES AND COMMON AREA FROM
ANY AND ALL SUCH AIRCRAFT ACTIVITY OR NOISES, AND LANDLORD DISCLAIMS ANY AND ALL
RESPONSIBILITY  FOR  PROTECTING  THE  PREMISES  AND  COMMON  AREA  FROM, AND ANY
REPRESENTATION  RESPECTING  ANY  REAL OR POTENTIAL EXPOSURE OF, THE PREMISES AND
COMMON  AREA TO SUCH NOISE OR POTENTIAL HAZARDS FROM ANY SUCH AIRCRAFT ACTIVITY.


     IN  WITNESS  WHEREOF, Landlord and Tenant have caused their duly authorized
representatives  to  execute  this  Lease  as  of  the  day and date first above
written.

      "Landlord"           AMERICAN  SPECTRUM  REALTY  MANAGEMENT,  INC.,
                              a  Delaware  corporation,
                              as  agent  for  owner


                              By: ______________________________________
                              Name:  Patricia  A.  Nooney
                              Its:  Vice  President

                              "Tenant"  LEISURE  INDUSTRIES  CORPORATION  OF
                              AMERICA,
                              a  Delaware  corporation

                              By: _______________________________________
                              Print  Name:  _____________________________
                              Its: ______________________________________

                              By: _______________________________________
                              Print  Name: ______________________________
                              Its: ______________________________________

<PAGE>

                                    EXHIBIT A
                                    ---------
                               OUTLINE OF PREMISES
                               -------------------

<PAGE>


                                    EXHIBIT B
                                    ---------
                              RULES AND REGULATIONS
                              ---------------------
     Tenant  shall  faithfully  observe  and comply with the following Rules and
Regulations.  Landlord shall not be responsible to Tenant for the nonperformance
of any of said Rules and Regulations by or otherwise with respect to the acts or
omissions  of  any  other  tenants  or  occupants  of  the  Real  Property.

1.     Tenant shall not alter any lock or install any new or additional locks or
bolts  on any doors or windows of the Premises without obtaining Landlord's
prior  written  consent.  Tenant  shall  bear  the  cost  of any lock changes or
repairs  required  by  Tenant.  Two  keys  will be furnished by Landlord for the
Premises,  and  any  additional  keys  required  by Tenant must be obtained from
Landlord  at  a  reasonable  cost  to  be  established  by  Landlord.

2.     All  doors  opening to public corridors shall be kept closed at all times
except  for  normal  ingress  and  egress  to  the  Premises.

3.     Landlord  reserves  the  right  to close and keep locked all entrance and
exit  doors  of  the  Building during such hours as are customary for comparable
buildings  in  the  greater  Los Angeles area.  Tenant, its employees and agents
must  be sure that the doors to the Building are securely closed and locked when
leaving  the  Premises  if  it  is  after  the  normal hours of business for the
Building.  Any  tenant,  its  employees, agents or any other persons entering or
leaving  the  Building  at any time when it is so locked, or any time when it is
considered  to  be after normal business hours for the Building, may be required
to sign the Building register.  Access to the Building may be refused unless the
person  seeking  access  has  proper identification or has a previously arranged
pass  for  access  to the Building.  Landlord and his agents shall in no case be
liable  for  damages  for any error with regard to the admission to or exclusion
from  the  Building  of  any  person.  In  case  of  invasion, mob, riot, public
excitement, or other commotion, Landlord reserves the right to prevent access to
the Building or the Real Property during the continuance thereof by any means it
deems  appropriate  for  the  safety  and  protection  of  life  and  property.

4.     No  furniture, freight or equipment of any kind shall be brought into the
Building  without  prior notice to Landlord.  All moving activity into or out of
the  Building shall be scheduled with Landlord and done only at such time and in
such  manner as Landlord designates.  Landlord shall have the right to prescribe
the weight, size and position of all safes and other heavy property brought into
the  Building and also the times and manner of moving the same in and out of the
Building.  Safes  and  other  heavy  objects  shall,  if considered necessary by
Landlord,  stand  on  supports  of  such  thickness  as is necessary to properly
distribute  the weight.   Landlord will not be responsible for loss of or damage
to  any  such  safe  or  property  in  any  case.  Any damage to any part of the
Building,  its contents, occupants or visitors by moving or maintaining any such
safe  or  other property shall be the sole responsibility and expense of Tenant.

5.     No  furniture,  packages,  supplies,  equipment  or  merchandise  will be
received  in the Building or carried up or down in the elevators, except between
such  hours  and  in  such specific elevator as shall be designated by Landlord.

6.     The  requirements  of Tenant will be attended to only upon application at
the  management  office  for  the  Real  Property  or  at  such  office location
designated  by Landlord.  Employees of Landlord shall not perform any work or do
anything  outside  their  regular  duties unless under special instructions from
Landlord.

7.     Tenant  shall  not  disturb, solicit, or canvass any occupant of the Real
Property and shall cooperate with Landlord and its agents of Landlord to prevent
the  same.

<PAGE>

8.     The  toilet  rooms,  urinals, wash bowls and other apparatus shall not be
used  for  any  purpose  other than that for which they were constructed, and no
foreign  substance  of any kind whatsoever shall be thrown therein.  The expense
of  any  breakage,  stoppage or damage resulting from the violation of this rule
shall  be  borne  by  the  tenant  who, or whose employees or agents, shall have
caused  it.

9.     Tenant  shall  not  overload  the  floor of the Premises, nor mark, drive
nails or screws, or drill into the partitions, woodwork or plaster or in any way
deface  the  Premises  or  any  part  thereof  without  Landlord's prior written
consent.

10.     Except  for  vending  machines  intended  for  the  sole use of Tenant's
employees  and  invitees,  no  vending machine or machines other than fractional
horsepower  office  machines shall be installed, maintained or operated upon the
Premises  without  the  written  consent  of  Landlord.

11.     Tenant shall not use or keep in or on the Premises, the Building, or the
Real  Property  any  kerosene, gasoline, explosive material, corrosive material,
material  capable  of  emitting toxic fumes, or other inflammable or combustible
fluid  or  material.  Tenant  shall  provide material safety data sheets for any
Hazardous  Material  used  or  kept  on  the  Premises.

12.     Tenant  shall  not without the prior written consent of Landlord use any
method  of  heating  or  air  conditioning other than that supplied by Landlord.

13.     Tenant  shall  not  use,  keep or permit to be used or kept, any foul or
noxious  gas or substance in or on the Premises, or permit or allow the Premises
to  be  occupied  or  used in a manner offensive or objectionable to Landlord or
other  occupants  of the Real Property by reason of noise, odors, or vibrations,
or  interfere  in  any  way with other tenants or those having business therein.

14.     Tenant  shall  not  bring  into  or  keep  within the Real Property, the
Building  or  the  Premises  any  animals,  birds,  bicycles  or other vehicles.

15.     No  cooking  shall  be  done or permitted on the Premises, nor shall the
Premises  be  used  for  the  storage  of  merchandise,  for  lodging or for any
improper,  objectionable  or  immoral  purposes.  Notwithstanding the foregoing,
Underwriters'  laboratory-approved  equipment and microwave ovens may be used in
the Premises for heating food and brewing coffee, tea, hot chocolate and similar
beverages  for  employees  and visitors, provided that such use is in accordance
with  all  applicable federal, state and city laws, codes, ordinances, rules and
regulations.

16.     Landlord will approve where and how telephone and telegraph wires are to
be  introduced to the Premises.  No boring or cutting for wires shall be allowed
without  the  consent  of  Landlord.  The  location of telephone, call boxes and
other  office equipment affixed to the Premises shall be subject to the approval
of  Landlord.

17.     Landlord  reserves  the right to exclude or expel from the Real Property
any  person  who,  in  the  judgment  of  Landlord,  is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in violation
of  any  of  these  Rules  and  Regulations.

18.     Tenant,  its  employees  and  agents  shall  not  loiter  in  or  on the
entrances,  corridors,  sidewalks,  lobbies, halls, stairways, elevators, or any
common  areas of the Building for the purpose of smoking tobacco products or for
any  other  purpose, nor in any way obstruct such areas, and shall use them only
as  a  means  of  ingress  and  egress  for  the  Premises.

19.     Tenant shall not waste electricity, water or air conditioning and agrees
to  cooperate  fully with Landlord to ensure the most effective operation of the
Building's  heating  and  air  conditioning  system,  and  shall  refrain  from
attempting  to  adjust  any  controls.  Tenant  shall  participate  in recycling
programs  undertaken  by  Landlord.

20.     Tenant  shall store all its trash and garbage within the interior of the
Premises.  No material shall be placed in the trash boxes or receptacles if such
material  is  of  such nature that it may not be disposed of in the ordinary and
customary  manner  of  removing  and  disposing  of trash in the vicinity of the
Building without violation of any law or ordinance governing such disposal.  All
trash,  garbage  and  refuse  disposal shall be made only through entry-ways and
elevators  provided for such purposes at such times as Landlord shall designate.
If the Premises is or becomes infested with vermin as a result of the use or any
misuse  or  neglect  of the Premises by Tenant, its agents, servants, employees,
contractors, visitors or licensees, Tenant shall forthwith, at Tenant's expense,
cause  the  Premises to be exterminated from time to time to the satisfaction of
Landlord  and  shall  employ such licensed exterminators as shall be approved in
writing  in  advance  by  Landlord.

<PAGE>

21.     Tenant  shall  comply  with  all  safety, fire protection and evacuation
procedures  and  regulations established by Landlord or any governmental agency.

22.     Tenant  shall  assume  any  and  all  responsibility  for protecting the
Premises  from theft, robbery and pilferage, which includes keeping doors locked
and  other  means  of  entry  to  the  Premises  closed.

23.     No awnings or other projection shall be attached to the outside walls of
the  Building  without  the  prior  written  consent  of Landlord.  No curtains,
blinds, shades or screens shall be attached to or hung in, or used in connection
with,  any  window  or door of the Premises without the prior written consent of
Landlord.  Tenant  shall be responsible for any damage to the window film on the
exterior  windows  of  the Premises and shall promptly repair any such damage at
Tenant's  sole  cost and expense.  Tenant shall keep its window coverings closed
during  any period of the day when the sun is shining directly on the windows of
the  Premises.  Prior  to leaving the Premises for the day, Tenant shall draw or
lower  window  coverings  and  extinguish  all  lights.  All  electrical ceiling
fixtures  hung  in offices or spaces along the perimeter of the Building must be
fluorescent  and/or  of  a  quality,  type,  design  and  bulb color approved by
Landlord.

24.     The  sashes,  sash  doors, skylights, windows, and doors that reflect or
admit  light  and  air into the halls, passageways or other public places in the
Building  shall  not  be covered or obstructed by Tenant, nor shall any bottles,
parcels  or  other  articles  be  placed  on  the  windowsills.

25.     Tenant must comply with requests by Landlord concerning the informing of
their  employees  of  items  of  importance  to  Landlord.

26.     Tenant shall not use in any space or in the public halls of the Building
any  hand trucks except those equipped with rubber tires and side guards or such
other  material-handling  equipment  as  Landlord may approve.  Tenant shall not
bring  any  other  vehicles  of  any  kind  into  the  Building.

27.     Without  the  written consent of Landlord, Tenant shall not use the name
of  the  Building in connection with or in promoting or advertising the business
of  Tenant  except  as  Tenant's  address.

28.     Tenant  shall  not  purchase  spring  water,  towels,  janitorial  or
maintenance  or  other similar services from any company or persons not approved
by  Landlord.  Landlord  shall  approve  a  sufficient number of sources of such
services  to  provide  Tenant  with  a  reasonable  selection,  but only in such
instances  and  to  such  extent  as  Landlord  in  its  judgment shall consider
consistent  with  the  security  and  proper  operation  of  the  Building.

29.     Tenant shall install and maintain, at Tenant's sole cost and expense, an
adequate, visibly marked and properly operational fire extinguisher next to
any  duplicating  or  photocopying machines or similar heat producing equipment,
which  may  or  may  not  contain  combustible  material,  in  the  Premises.

30.     Landlord  reserves the right at any time to change or rescind any one or
more  of  these  Rules  and  Regulations,  or  to  make  such  other and further
reasonable Rules and Regulations as in Landlord's judgment may from time to time
be  necessary  for the management, safety, care and cleanliness of the Premises,
Building, and the Real Property, and for the preservation of good order therein,
as well as for the convenience of other occupants and tenants therein.  Landlord
may  waive any one or more of these Rules and Regulations for the benefit of any
particular  tenants,  but  no  such  waiver  by Landlord shall be construed as a
waiver  of  such Rules and Regulations in favor of any other tenant, nor prevent
Landlord  from thereafter enforcing any such Rules or Regulations against any or
all  tenants  of  the  Real Property.  Tenant shall be deemed to have read these
Rules  and Regulations and to have agreed to abide by them as a condition of its
occupancy  of  the  Premises.

<PAGE>

                                    EXHIBIT C
                                    ---------
                           NOTICE OF LEASE TERM DATES
                           --------------------------
To: ____________________                  Date: ___________________________
________________________
________________________

          Re:  Office  Lease dated ____________, 2002, between AMERICAN SPECTRUM
          REALTY  MANAGEMENT,  INC.,  a  Delaware  corporation, as agent for the
          owner  of  the  Property  (said  owner  being  referred  to  herein as
          "Landlord"), and LEISURE INDUSTRIES CORPORATION OF AMERICA, a Delaware
          corporation, ("Tenant"), concerning Suite 100 on the first (1st) floor
          of  the  office  building located at 7700 Irvine Center Drive, Irvine,
          California  92618.

Gentlemen:
     In  accordance  with  the Office Lease (the "Lease"), we wish to advise you
and/or  confirm  as  follows:

     1.     The  Premises  are  Ready  For  Occupancy,  and the Lease Term shall
commence  on or has commenced on _________________________ for a term of _______
years  ending  on  __________________.

     2.  Rent  commenced  to  accrue on ______________________, in the amount of
___________________.

     3.     If  the  Lease  Commencement Date is other than the first day of the
month,  the  first  billing  will  contain  a pro rata adjustment.  Each billing
thereafter,  with  the  exception  of  the  final billing, shall be for the full
amount  of  the  monthly  installment  as  provided  for  in  the  Lease.
     4.     Your  rent  checks  should  be  made  payable  to
at                                                            .

     5.  The  exact  number of rentable square feet within the Premises is _____
square  feet.

     6.  Tenant's  Share  as  adjusted  based  upon the exact number of rentable
square  feet  within  the  Premises  is  _________%.

     7.  By taking of possession of the Premises, Tenant accepts the improvement
work  constructed  therein,  excepting  only  _________________________________.


                                                  "Landlord"
                                   AMERICAN  SPECTRUM  REALTY  MANAGEMENT, INC.,
                                   a  Delaware  corporation,  agent  for  owner

                                   By: ________________________________________

                                   Name:  Patricia  A.  Nooney
                                   Its:  Vice  President
                                   Agreed  to  and  Accepted  as
                                   of  _______________,  _______.
                                        ,
                                        a
                                        By:
                                        Its:

<PAGE>


                                    EXHIBIT D
                                    ---------
                            7700 IRVINE CENTER DRIVE
                            ------------------------
                              WORK LETTER AGREEMENT
                              ---------------------
                                   [ALLOWANCE]
                                   -----------

1.     TENANT  IMPROVEMENTS.  As  used  in  the  Lease  and  this  Work  Letter
       --------------------
Agreement,  the  term  "Tenant  Improvements" or "Tenant Improvement Work" means
those  items of general tenant improvement construction shown on the Final Plans
(described  in Section 4 below), more particularly described in Section 5 below.

2.     WORK  SCHEDULE.  Within  a reasonable period of time following the mutual
       --------------
execution  of  this  Lease, Landlord will deliver to Tenant, for Tenant's review
and  approval,  a  schedule ("Work Schedule") which will set forth the timetable
for  the  planning and completion of the installation of the Tenant Improvements
and  the  Lease Commencement Date.  The Work Schedule will set forth each of the
various  items of work to be done or approval to be given by Landlord and Tenant
in connection with the completion of the Tenant Improvements.  The Work Schedule
will  be  submitted to Tenant for its approval, which approval Tenant agrees not
to  unreasonably  withhold,  condition  or  delay,  and,  once  approved by both
Landlord  and Tenant, the Work Schedule will become the basis for completing the
Tenant  Improvements.  All  plans  and  drawings  required  by  this Work Letter
Agreement  and  all  work  performed  pursuant  thereto  are  to be prepared and
performed in accordance with the Work Schedule.  Landlord may, from time to time
during  construction  of  the  Tenant  Improvements, modify the Work Schedule as
Landlord deems appropriate.  If Tenant fails to approve the Work Schedule, as it
may  be  modified  after discussions between Landlord and Tenant within five (5)
business  days after the date the Work Schedule is first received by Tenant, the
Work  Schedule shall be deemed to be approved by Tenant as submitted or Landlord
may,  at  its  option,  terminate  the  Lease  upon  written  notice  to Tenant.

3.     CONSTRUCTION  REPRESENTATIVES.  Landlord  hereby  appoints  the following
       -----------------------------
person(s)  as Landlord's representative ("Landlord's Representative") to act for
Landlord  in  all  matters  covered by this Work Letter Agreement: Peter Kroosz.
Tenant  hereby  appoints  the  following  person(s)  as  Tenant's representative
("Tenant's  Representative")  to  act  for Tenant in all matters covered by this
Work  Letter  Agreement:   ________________ .

All  communications  with  respect  to  the  matters covered by this Work Letter
Agreement  are  to made to Landlord's Representative or Tenant's Representative,
as  the  case may be, in writing in compliance with the notice provisions of the
Lease.  Either  party  may  change  its  representative  under  this Work Letter
Agreement  at  any  time by written notice to the other party in compliance with
the  notice  provisions  of  the  Lease.

4.     TENANT  IMPROVEMENT  PLANS.
       --------------------------

(a)     Preparation  of  Space  Plans.  In  accordance  with  the Work Schedule,
        -----------------------------
Tenant  agrees  to  meet  with Landlord's architect and/or space planner for the
purpose of promptly preparing preliminary space plans for the layout of Premises
("Space  Plans").  The  Space  Plans  are  to  be  sufficient  to  convey  the
architectural  design  of  the  Premises  and  layout of the Tenant Improvements
therein and are to be submitted to Landlord in accordance with the Work Schedule
for  Landlord's  approval.  If Landlord reasonably disapproves any aspect of the
Space  Plans, Landlord will advise Tenant in writing of such disapproval and the
reasons  therefor in accordance with the Work Schedule.  Tenant will then submit
to  Landlord  for  Landlord's  approval, in accordance with the Work Schedule, a
redesign  of  the Space Plans incorporating the revisions reasonably required by
Landlord.

<PAGE>

(b)     Preparation  of  Final Plans.  Based on the approved Space Plans, and in
        ----------------------------
accordance  with  the  Work Schedule, Landlord's architect will prepare complete
architectural  plans,  drawings  and  specifications  and  complete  engineered
mechanical,  structural  and  electrical  working drawings for all of the Tenant
Improvements  for  the  Premises  (collectively,  the "Final Plans").  The Final
Plans  will  be  submitted  to  Tenant  for  signature  to confirm that they are
consistent with the Space Plans.  If Tenant reasonably disapproves any aspect of
the  Final  Plans based on any inconsistency with the Space Plans, Tenant agrees
to  advise  Landlord  in  writing  of  such disapproval and the reasons therefor
within  the  time  frame set forth in the Work Schedule.  In accordance with the
Work  Schedule,  Landlord  will,  subject  to  Section  4(c)  below,  then cause
Landlord's  architect  to  redesign  the Final Plans incorporating the revisions
reasonably requested by Tenant so as to make the Final Plans consistent with the
Space  Plans.

(c)     Requirements  of  Tenant's  Final Plans.  Landlord will not unreasonably
        ---------------------------------------
withhold  its  consent to changes in the Final Plans proposed by Tenant provided
the  Final  Plans,  as revised, will:  (i) be compatible with the Building shell
and  with  the  design,  construction and equipment of the Building; (ii) if not
comprised of the Building standards set forth in the written description thereof
(the  "Standards"),  then  compatible  with and of at least equal quality as the
Standards  and  approved  by  Landlord;  (iii)  comply with all applicable laws,
ordinances,  rules  and  regulations  of  all  governmental  authorities  having
jurisdiction,  and  all  applicable  insurance  regulations;  (iv)  not  require
Building  service  beyond  the  level  normally provided to other tenants in the
Building  and  will not overload the Building floors; and (v) be of a nature and
quality  consistent with the overall objectives of Landlord for the Building, as
determined  by  Landlord  in  its  reasonable  but  subjective  discretion.

(d)     Submittal  of  Final  Plans.  Once  approved  by  Landlord  and  Tenant,
        ---------------------------
Landlord's architect will submit the Final Plans to the appropriate governmental
agencies  for  plan  checking and the issuance of a building permit.  Landlord's
architect,  with  Tenant's cooperation, will make any changes to the Final Plans
which  are  requested  by  the applicable governmental authorities to obtain the
building  permit.  After  approval  of the Final Plans no further changes may be
made  without  the  prior written approval of both Landlord and Tenant, and then
only after agreement by Tenant to pay any costs resulting from the design and/or
construction  of  such  changes  in  excess  of  the  Allowance.  Tenant  hereby
acknowledges  that  any  such  changes will be subject to the terms of Section 9
below.  Landlord's  approval  of  the  Final  Plans shall create no liability or
responsibility  on  the  part  of Landlord for the completeness of such plans or
their  design  sufficiency  or  compliance  with  laws.

(e)     Changes  to  Shell  of  Building.  If  the  Final Plans or any amendment
        --------------------------------
thereof  or  supplement thereto shall require changes in the Building shell, the
increased  cost  of  the Building shell work caused by such changes will be paid
for  by  Tenant or charged against the "Allowance" described in Section 5 below.

(f)     Work  Cost  Estimate  and  Statement.  Prior  to  the  commencement  of
        ------------------------------------
construction  of  any  of  the  Tenant  Improvements  shown  on the Final Plans,
Landlord  will  competitively  bid  the  Tenant Improvement Work to a minimum of
three  (3)  general  contractors  approved  by  Landlord, in Landlord's sole and
absolute  discretion.  Landlord  shall select the lowest qualified bid and shall
submit  to  Tenant  a written estimate of the cost (the "Work Cost") to complete
the  Tenant  Improvement Work, which written estimate will be based on the Final
Plans  taking  into  account  any modifications which may be required to reflect
changes  in the Final Plans required by the City or County in which the Premises
is located (the "Work Cost Estimate").  Tenant will either approve the Work Cost
Estimate  or  disapprove  specific items and submit to Landlord revisions to the
Final  Plans  to  reflect deletions of and/or substitutions for such disapproved
items.  Submission  and  approval  of  the  Work  Cost  Estimate will proceed in
accordance  with  the  Work  Schedule.  Upon  Tenant's approval of the Work Cost
Estimate  (such approved Work Cost Estimate to be hereinafter known as the "Work
Cost  Statement"),  Landlord  will  have  the right to purchase materials and to
commence  the  construction  of  the  items  included in the Work Cost Statement
pursuant  to  Section  6  hereof.  If the total costs reflected in the Work Cost
Statement  exceed  the  Allowance described in Section 5 below, Tenant agrees to
pay  such  excess,  as  additional  rent,  within  five  (5) business days after
Tenant's  approval  of  the  Work  Cost  Estimate.  Throughout  the  course  of
construction,  any  differences between the estimated Work Cost in the Work Cost
Statement  and  the  actual  Work  Cost  will  be  determined  by  Landlord  and
appropriate  adjustments and payments by Landlord or Tenant, as the case may be,
will  be  made  within  five  (5)  business  days  thereafter.

<PAGE>

5.     PAYMENT  FOR  THE  TENANT  IMPROVEMENTS.
       ---------------------------------------

(a)     Allowance.  Landlord  hereby  grants  to  Tenant  a  tenant  improvement
allowance  of  $23.00  per usable square foot of the Premises, i.e., One Hundred
Sixty  Thousand  Eighty and No/100 Dollars ($160,080.00) (the "Allowance").  The
Allowance  is  to  be  used  only  for:

(i)     Payment  of  the  cost of preparing the Space Plans and the Final Plans,
including  mechanical,  electrical,  plumbing and structural drawings and of all
other  aspects  necessary  to  complete  the  Final  Plans.  Except as otherwise
provided herein, the Allowance will not be used for the payment of extraordinary
design work not consistent with the scope of the Standards (i.e., above-standard
design  work)  or for payments to any other consultants, designers or architects
other  than  Landlord's  architect.

(ii)     The  payment  of  plan  check,  permit  and  license  fees  relating to
construction  of  the  Tenant  Improvements.

(iii)     Construction  of  the  Tenant  Improvements,  including,  without
limitation,  the  following:

(aa)     Installation  within  the  Premises  of  all partitioning, doors, floor
coverings,  ceilings,  wall  coverings and painting, millwork and similar items;

(bb)     All  electrical  wiring,  lighting  fixtures, outlets and switches, and
other  electrical  work  necessary  for  the  Premises;

(cc)     The  furnishing  and  installation  of  all  duct work, terminal boxes,
diffusers  and  accessories  necessary  for  the  heating,  ventilation  and air
conditioning  systems  within  the Premises, including the cost of meter and key
control  for  after-hour  air  conditioning;

(dd)     Any  additional  improvements to the Premises required for Tenant's use
of  the  Premises  including, but not limited to, odor control, special heating,
ventilation  and  air  conditioning, noise or vibration control or other special
systems  or  improvements;

(ee)     All  fire  and  life  safety  control  systems  such  as  fire  walls,
sprinklers,  halon,  fire  alarms,  including  piping,  wiring  and accessories,
necessary  for  the  Premises;

(ff)     All  plumbing,  fixtures,  pipes  and  accessories  necessary  for  the
Premises;

(gg)     Testing  and  inspection  costs;  and

(hh)     Fees  for  the contractor and tenant improvement coordinator including,
but not limited to, fees and costs attributable to general conditions associated
with  the  construction  of  the  Tenant  Improvements  and a three percent (3%)
construction  administration  fee  for  the  services  of  Landlord's  tenant
improvement  coordinator.

(iv)     All  other  costs to be expended by Landlord in the construction of the
Tenant Improvements, including those costs incurred by Landlord for construction
of  elements  of the Tenant Improvements in the Premises, which construction was
performed  by  Landlord  prior  to  the  execution of this Lease by Landlord and
Tenant  and  which construction is for the benefit of tenants and is customarily
performed  by  Landlord  prior the execution of leases for space in the Building
for  reasons  of economics (examples of such construction would include, but not
be  limited  to, the extension of mechanical [including heating, ventilating and
air  conditioning  systems]  and  electrical distribution systems outside of the
core  of the Building, wall construction, column enclosures and painting outside
of  the  core  of  the  Building,  ceiling  hanger  wires and window treatment).

(b)     Excess  Costs.  The  cost  of each item referenced in Section 5(a) above
        -------------
shall be charged against the Allowance.  If the Work Cost exceeds the Allowance,
Tenant  agrees to pay to Landlord such excess including a three percent (3%) fee
for Landlord's tenant improvement coordinator associated with the supervision of
such  excess  work  prior  to  the  commencement of construction within five (5)
business  days  after  invoice therefor (less any sums previously paid by Tenant
for  such  excess  pursuant  to  the  Work  Cost Estimate).  Except as otherwise
provided  herein,  in  no  event  will the Allowance be used to pay for Tenant's
furniture, artifacts, equipment, telephone systems or any other item of personal
property  which  is  not  affixed  to  the  Premises.

(c)     Changes.  If, after the Final Plans have been prepared and the Work Cost
        -------
Statement  has been established, Tenant requires any changes or substitutions to
the  Final Plans, any additional costs related thereto including a three percent
(3%)  fee  for  Landlord's  tenant  improvement  coordinator associated with the
supervision  of  such  changes  or  substitutions  are  to  be paid by Tenant to
Landlord  within  five (5) business days after invoice therefor.  Any changes to
the  Final Plans will be approved by Landlord and Tenant in the manner set forth


<PAGE>

in Section 4 above and will, if necessary, require the Work Cost Statement to be
revised  and  agreed upon between Landlord and Tenant in the manner set forth in
Section  4(f)  above.  Landlord  will have the right to decline Tenant's request
for  a  change  to  the  Final  Plans  if such changes are inconsistent with the
provisions  of  Section  4  above,  or  if  the  change would unreasonably delay
construction  of  the  Tenant  Improvements  and  the  Lease  Commencement Date.

(d)     Governmental  Cost  Increases.  If  increases  in the cost of the Tenant
        -----------------------------
Improvements  as set forth in the Work Cost Statement are due to requirements of
any  governmental  agency,  Tenant  agrees  to  pay  Landlord the amount of such
increase  including  a  three percent (3%) fee for Landlord's tenant improvement
coordinator  associated with the supervision of such additional work within five
(5) business days of Landlord's written notice; provided, however, that Landlord
will  first  apply  toward  any  such  increase  any  remaining  balance  of the
Allowance.

(e)     Unused  Allowance  Amounts.  Any  unused  portion  of the Allowance upon
        --------------------------
completion  of  the  Tenant  Improvements  will  not be refunded to Tenant or be
available  to  Tenant  as  a  credit against any obligations of Tenant under the
Lease  unless  Tenant  has  paid for excess costs as described in Sections 5(b),
5(c)  or  5(d).  Provided  Tenant  has  paid  for  such  excess costs and is not
otherwise  in default under the Lease, Tenant may use up to (i) $3.00 per usable
square  foot  of  the Premises, i.e., $20,880.00 of the unused Allowance, to pay
Tenant's  actual  and  reasonable  (A)  consultants' fees, (B) costs incurred by
Tenant  in connection with Tenant's installation of its voice and data wiring, a
security  system,  its signage or built-in furniture (provided Landlord approves
such  installations),  or  (C)  costs  incurred  by  Tenant in connection to its
relocation  to  the  Premises,  or  (ii) fifty percent (50%) of such excess as a
credit  against  Base  Rent.

6.     CONSTRUCTION  OF  TENANT  IMPROVEMENTS.  Until  Tenant approves the Final
       --------------------------------------
Plans and Work Cost Statement, Landlord will be under no obligation to cause the
construction  of any of the Tenant Improvements.  Following Tenant's approval of
the  Work  Cost  Statement  described  in  Section  4(f) above and upon Tenant's
payment  of  the  total  amount  by  which  such Work Cost Statement exceeds the
Allowance,  if  any,  Landlord's contractor will commence and diligently proceed
with  the  construction of the Tenant Improvements, subject to Tenant Delays (as
described  in Section 9 below) and Force Majeure Delays (as described in Section
10  below).

7.     FREIGHT/CONSTRUCTION  ELEVATOR.  Landlord  will,  consistent  with  its
       ------------------------------
obligation  to other tenants in the Building, if appropriate and necessary, make
the  freight/construction  elevator reasonably available to Tenant in connection
with initial decorating, furnishing and moving into the Premises.  Tenant agrees
to  pay  for  any  after-hours staffing of the freight/construction elevator, if
needed.

8.     COMMENCEMENT  DATE  AND  SUBSTANTIAL  COMPLETION.
       ------------------------------------------------
(a)     Lease  Commencement Date.  The Lease Term will commence on the date (the
        ------------------------
"Lease  Commencement  Date") which is the earlier of:  (i) the date Tenant moves
into the Premises to commence operation of its business in all or any portion of
the  Premises; or (ii) the date the Tenant Improvements have been "substantially
completed" (as defined below); provided, however, that if substantial completion
of the Tenant Improvements is delayed as a result of any Tenant Delays described
in  Section  9  below,  then the Lease Commencement Date as would otherwise have
been  established  pursuant  to this Section 8(a)(ii) will be accelerated by the
number  of  days  of  such  Tenant  Delays.

(b)     Substantial  Completion;  Punch-List.  For  purposes of Section 8(a)(ii)
        ------------------------------------
above,  the  Tenant  Improvements will be deemed to be "substantially completed"
and  the  Premises  shall  be deemed "Ready for Occupancy" when Landlord: (a) is
able  to  provide  Tenant  with  reasonable  access  to  the  Premises;  (b) has
substantially  performed  all  of  the  Tenant  Improvement  Work required to be
performed  by  Landlord  under  this  Work  Letter  Agreement,  other than minor
"punch-list"  type  items and adjustments which do not materially interfere with
Tenant's  access to or use of the Premises.  Within ten (10) days after delivery
of  the  Premises  to  Tenant,  Tenant  and Landlord will conduct a walk-through
inspection  of  the  Premises  and prepare a written punch-list specifying those
punch-list  items which require completion, which items Landlord will thereafter
diligently  complete.

(c)     Delivery  of  Possession.  Landlord  agrees to deliver possession of the
        ------------------------
Premises  to  Tenant  when  the  Tenant  Improvements  have  been  substantially
completed  in  accordance  with  Section  (b)  above.

<PAGE>

9.     TENANT  DELAYS.  For  purposes  of  this  Work  Letter Agreement, "Tenant
       --------------
Delays"  means  any delay in the completion of the Tenant Improvements resulting
from any or all of the following:  (a) Tenant's failure to timely perform any of
its obligations pursuant to this Work Letter Agreement, including any failure to
complete,  on or before the due date therefor, any action item which is Tenant's
responsibility  pursuant  to  the  Work Schedule delivered by Landlord to Tenant
pursuant  to  this Work Letter Agreement; (b) Tenant's changes to Space Plans or
Final  Plans  after  Landlord's  approval  thereof;  (c)  Tenant's  request  for
materials,  finishes,  or installations which are not readily available or which
are  incompatible  with the Standards; (d) any delay of Tenant in making payment
to Landlord for Tenant's share of the Work Cost; or (e) any other act or failure
to  act  by  Tenant,  Tenant's  employees,  agents,  architects,  independent
contractors,  consultants  and/or  any  other  person  performing or required to
perform  services  on  behalf  of  Tenant.


10.     FORCE  MAJEURE  DELAYS.  For  purposes  of this Work Letter, "Force
        ----------------------
Majeure  Delays"  means  any  actual  delay  in  the  construction of the Tenant
Improvements,  which  is beyond the reasonable control of Landlord or Tenant, as
the  case  may  be,  as  described  in  Section  27.13  of  the  Lease.

<PAGE>

                                    EXHIBIT E
                                    ---------
                              ESTOPPEL CERTIFICATE
                              --------------------
TO: _______________
    _______________
    _______________

Attn: _____________
     ______________  ("Tenant")  hereby  certifies  as  follows:


1.     The  undersigned  is  the  Tenant  under  that certain Office Lease dated
______________,  _____  (the  "Lease"),  executed  by  AMERICAN  SPECTRUM REALTY
MANAGEMENT, INC., a Delaware corporation, as agent for the owner of the Property
 (said owner being referred to herein as the "Landlord") as Landlord and the
undersigned as Tenant, covering a portion of the property located at 7700 Irvine
Center  Drive,  Irvine,  California  (the  "Property").

2.     Pursuant to the Lease, Tenant has leased approximately ______ square feet
of  space  (the  "Premises") at the Property and has paid to Landlord a security
deposit of $________.  The term of the Lease commenced on __________, ______ and
the  expiration  date of the Lease is ________________, ______.  Tenant has paid
rent  through  _________________, ______.  The next rental payment in the amount
of  $____________ is due on ________________, ______.  Tenant is required to pay
____  percent (___%) of all annual operating expenses for the Property in excess
of  _____________.

3.     Tenant  is  entitled to _______ parking spaces at a charge of $__________
per  month  per  space.

4.     Except  as  expressly provided in the Lease, and other documents attached
hereto,  Tenant does not have any right or option to renew or extend the term of
the  Lease,  to lease other space at the Property, nor any preferential right to
purchase  all  or  any  part  of  the  Premises  or  the  Property.

5.     True,  correct  and  complete  copies  of  the  Lease and all amendments,
modifications  and  supplements thereto are attached hereto and the Lease, as so
amended,  modified and supplemented, is in full force and effect, and represents
the  entire  agreement  between Tenant and Landlord with respect to the Premises
and  the Property.  There are no amendments, modifications or supplements to the
Lease,  whether  oral  or  written,  except as follows (include the date of such
amendment,  modification  or  supplement):

6.     All  space  and  improvements  leased  by  Tenant have been completed and
furnished  in  accordance  with  the  provisions  of  the  Lease, and Tenant has
accepted  and  taken  possession  of  the  Premises.

7.     Landlord is not in any respect in default in the performance of the terms
     and provisions of the Lease.  Tenant is not in any respect in default under
the  Lease  and  has  not assigned, transferred or hypothecated the Lease or any
interest  therein  or  subleased  all  or  any  portion  of  the  Premises.

8.     There  are  no offsets or credits against rentals payable under the Lease
and no free periods or rental concessions have been granted to Tenant, except as
follows:

<PAGE>

9.     Tenant  has  no  actual or constructive knowledge of any processing, use,
storage,  disposal,  release or treatment of any explosive, corrosive, hazardous
or  toxic materials or substances, or materials capable of emitting toxic fumes,
on  the  Premises  or  the  Property  except as follows (if none, state "none"):
_________________________________________________________________________     .
This  Certificate  is  given  to  ___________________________________  with  the
understanding  that  ________ will rely hereon in connection with the conveyance
of  the  Property of which the Premises constitute a part to _______.  Following
any such conveyance, Tenant agrees that the Lease shall remain in full force and
effect  and  shall  bind  and  inure  to  the  benefit  of the _________ and its
successor  in  interest  as  if  no  purchase  had  occurred.


DATED:  ______________,  ______         "TENANT"
                                   Leisure  Industries  Corporation  of America,
                                   a  Delaware  corporation
                                   By: _________________
                                   Its: ________________


                      [ATTACH LEASE AND AMENDMENTS TO THIS
                                  CERTIFICATE]

<PAGE>

                                    EXHIBIT F
                                    ---------
                            AIRCRAFT NOISE DISCLOSURE
                            -------------------------
                                [TO BE SUPPLIED]

<PAGE>

                                   RIDER NO. 1
                                   -----------
1.     TEMPORARY SPACE.  Landlord and Tenant acknowledge and agree that, subject
       ---------------
to  Tenant obtaining all necessary and required government approvals at its sole
cost  and  expense,  while the "Tenant Improvements" (as defined in Exhibit "D")
                                                                    -----------
are  being  constructed,  Landlord  shall lease to Tenant and Tenant shall lease
from  Landlord  on  a  temporary basis, that certain portion of the parking area
servicing  the  Building  more particularly depicted on Schedule "1" attached to
                                                        ------------
this Rider No. 1 (the "Temporary Space"), upon which Tenant intends to place, at
its  sole  cost and expense, a temporary modular trailer (the "Trailer") for the
sole  purpose  of  conducting  employee  meetings  and  presentations.  Tenant
acknowledges  and  agrees that Landlord shall have the right to approve the type
and condition of the Trailer Tenant intends to place within the Temporary Space.
Tenant's  leasing  and  occupancy  of the Temporary Space and use of the Trailer
shall  be  subject  to all of the terms, conditions and limitations set forth in
this  Lease  regarding  the  Premises  (including,  without limitation, Tenant's
indemnification, repair obligations (as such repair obligations reasonably apply
to  the  Temporary  Space  and  the  Trailer)  and  its obligation to obtain and
maintain  insurance  as  required  under  the  Lease),  except  as  follows:

(a)     Tenant's  leasing  and  occupancy  of the Temporary Space shall be for a
term commencing upon delivery of the Temporary Space to Tenant and expiring upon
substantial  completion  of  the  Tenant  Improvements  in  the  Premises  as
contemplated  in  Section 8(a)(ii) of Exhibit "D".  Tenant acknowledges that, to
                                      -----------
the  extent  it delays completion of the Tenant Improvements in the Premises and
continues to occupy the Temporary Space, Tenant will find itself liable for Base
Rent  on  both  the Temporary Space (at a rate to be determined by Landlord) and
the  Premises for the same period of time.  That is because Exhibit "D" provides
                                                            -----------
that  the  Lease Commencement Date of the Term of this Lease with respect to the
Premises  will be advanced by the number of days of Tenant Delays (as defined in
Exhibit  "D")  and thus, due to Tenant Delays, the Lease Commencement Date could
------------
occur  even  though the Tenant Improvements are not completed.  Upon substantial
completion of the Tenant Improvements, Tenant immediately remove the Trailer and
shall  surrender  the  Temporary  Space to Landlord in the condition received by
Tenant  (ordinary  wear  and  tear  excepted)  and in accordance with all of the
provisions  of  this  Lease  regarding surrender of the Premises.  The Temporary
Space  upon  surrender  shall  be  neat  and  clean  and all damage occurring in
connection  with  Tenant's occupancy and/or Tenant's placement and/or removal of
the Trailer during Tenant's occupancy thereof shall be repaired by Tenant at its
sole  cost  and  expense.

(b)     Tenant  agrees  that  Tenant  shall  accept  the  Temporary Space in its
existing  "AS IS" condition and that Landlord shall not be required to construct
any  improvements  in  the  Temporary  Space.  Tenant  further acknowledges that
neither  Landlord nor any agent, employee or contractor of Landlord has made any
representation  or  warranty  with  respect  to  the  Temporary  Space  or  its
suitability  for the conduct of Tenant's business.  The taking possession of the
Temporary  Space by Tenant shall conclusively establish that the Temporary Space
was  at  such  time  in  satisfactory  condition.

(d)     Prior to occupancy of the Temporary Space, Tenant shall provide Landlord
with  certificates  of  insurance  evidencing  its compliance with the insurance
provisions  of  this  Lease  as  applied  to  the  Temporary  Space.

<PAGE>

                       SUMMARY OF BASIC LEASE INFORMATION
                       ----------------------------------
     This  Summary  of  Basic  Lease  Information  (the  "Summary")  is  hereby
incorporated into and made a part of the attached Office Lease (this Summary and
the  Office Lease to be known collectively as the "Lease") which pertains to the
office building described in Section 6.1 below (the "Building").  Each reference
                             -----------
in  the  Office  Lease to any term of this Summary shall have the meaning as set
forth  in  this  Summary  for such term.  In the event of a conflict between the
terms  of this Summary and the Office Lease, the terms of the Office Lease shall
prevail.  Any  initially capitalized terms used herein and not otherwise defined
herein  shall  have  the  meaning  as  set  forth  in  the  Office  Lease.

     TERMS  OF  LEASE
     (References  are  to
     the  Office  Lease)     DESCRIPTION
     -------------------     -----------

1.     Dated  as  of:         ____________,  2002.

                              AMERICAAN  SPECTRUM  REALTY  MANAGEMENT,  INC.,
                              a Delaware corporation
2.     Landlord:              as  agent  for  the  owner  of  the  Building

3.     Address  of  Landlord
      (Section  29.14):       For  Notices:
       ------------          ---------------
                             7700  Irvine  Center  Drive
                             Suite  555
                             Irvine,  California  92618
                             Attention:  Regional  Asset  Manager

                             For  Payment  of  Rent:
                             ----------------------
                             American  Spectrum  Realty,  Inc.
                             P.O.  Box  3074-18
                             Houston,  Texas  77253
                               --------------
4.     Tenant:               Leisure  Industries  Corporation  of  America,
                             a  Delaware  corporation


5.     Address  of  Tenant
       (Section 29.14):      Leisure  Industries  Corporation  of  America
                            [TENANT  TO  PROVIDE]
                             Attention: _________________
                            (Prior  To  Lease  Commencement  Date)

                            and

                            7700  Irvine  Center  Drive
                            Suite  100
                            Irvine,  California  92618
                            Attention: _______________
                            (After Lease Commencement Date)
                            -------------

6.     Premises  (Article  1)
                  ----------
                            7700 Irvine Center Drive; containing approximately
6.1  Building:              207,314  rentable  square  feet  of  space.

6.2  Premises:              Approximately Eight Thousand Forty (8,040) rentable
                              square  feet  (Six  Thousand  Nine  Hundred  Sixty
                              [6,960]  usable  square  feet) of space located on
                              the  first  (1st)  floor  of  the Building, as set
                              forth in Exhibit A attached hereto, known as Suite
                              100.


7.     Term  (Article  2).
              ----------
     7.1  Lease  Term:                  Seven  (7)  years.

     7.2  Lease  Commencement  Date:    The  earlier  of  (i)  the  date Tenant
                                        occupies  all  or  a  portion  of  the
                                        Premises  (other than in connection with
                                        the  construction of the same), and (ii)
                                        the date that the Premises are Ready For
                                        Occupancy, which Lease Commencement Date
                                        is  anticipated  to  be October 1, 2002.

     7.3  Lease  Expiration  Date:      The last day of the month in which the
                                        seventh (7th) anniversary of the Lease
                                        Commencement  Date  occurs.

8.     Base  Rent  (Article  3):
                    ----------
                                    Monthly          Annual
                         Months    Base Rent       Base Rent
                         ------   -----------     ----------------
                         1-12*     $16,080.00     $192,960.00
                         13-24     $16,884.00     $202,608.00
                         25-36     $17,688.00     $212,256.00
                         37-48     $18,492.00     $221,904.00
                         49-60     $19,296.00     $231,552.00
                         61-72     $20,502.00     $246,024.00
                         73-84     $21,708.00     $260,496.00

     *  Provided Tenant is not in default under the Lease, Base Rent shall abate
during  Month  2  of  the  Lease  Term.

<TABLE>
<CAPTION>
<S>       <C>
9.     Additional  Rent  (Article  4).
                          ----------
     9.1  Base  Year:     The  calendar  year  of  2002.

     9.2  Tenant's  Share  of  Operating Expenses,
          Insurance Expenses, Utilities
          Expenses  and  Tax  Expenses:                3.88%

10.     Security  Deposit  (Article 21):     Twenty-Three Thousand Eight-Hundred
                            ----------
                                             Seventy-Eight  and  80/100  Dollars  ($23,878.80)

11.     Brokers  (Section  29.19):           Orion  Property Partners, Inc., representing both Landlord and Tenant.

12.     Permitted  Use  (Section  5):        General  Office  Use.
                         ----------
13.     Parking  Spaces
        (Article  26):                       Twenty-Seven  (27)  unreserved  and zero (0) reserved
         -----------                         parking  spaces

</TABLE>
<PAGE>


                            7700 IRVINE CENTER DRIVE
                                  OFFICE LEASE
                   AMERICAN SPECTRUM REALTY MANAGEMENT, INC.,
                             A DELAWARE CORPORATION,
                     AS AGENT FOR THE OWNER OF THE BUILDING,
                                       AND
                   LEISURE INDUSTRIES CORPORATION OF AMERICA,
                             A DELAWARE CORPORATION,
                                   AS TENANT.

<PAGE>


                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----

ARTICLE  1     REAL  PROPERTY,  BUILDING  AND  PREMISES   . . . . . . . .   1
ARTICLE  2     LEASE  TERM    . . . . . . . . . . . . . . . . . . . . . .   2
ARTICLE  3     BASE  RENT     . . . . . . .  . . . . . . . . . . .  . . .   2
ARTICLE  4     ADDITIONAL  RENT     . . . . . . . . . . . . . . . . . . .   3
ARTICLE  5     USE  OF  PREMISES      . . . . . . . . . . . . . . . . . .   7
ARTICLE  6     SERVICES  AND  UTILITIES     . . . . . . . . . . . . . . .   9
ARTICLE  7     REPAIRS    . . . . . . . . . . . . . . . . . . . . . . . .  10
ARTICLE  8     ADDITIONS  AND  ALTERATIONS    . . . . . . . . . . . . . .  11
ARTICLE  9     COVENANT  AGAINST  LIENS       . . . . . . . . . . . . . .  12
ARTICLE  10     INSURANCE   . . . . . . . . . . . . . . . . . . . . . . .  12
ARTICLE  11     DAMAGE  AND  DESTRUCTION    . . . . . . . . . . . . . . .  14
ARTICLE  12     NONWAIVER     . . . . . . . . . . . . . . . . . . . . . .  16
ARTICLE  13     CONDEMNATION    . . . . . . . . . . . . . . . . . . . . .  16
ARTICLE  14     ASSIGNMENT  AND  SUBLETTING   . . . . . .  . . . . . . .   17
ARTICLE  15     SURRENDER  OF  PREMISES;  REMOVAL  OF  TRADE  FIXTURES. .  20
ARTICLE  16     HOLDING  OVER    . . . . . .  . . . . . .  . . . . . . . . 20
ARTICLE  17     ESTOPPEL  CERTIFICATES     . . . . . . . . . . . . . . . . 20
ARTICLE  18     SUBORDINATION   . . . .  . . . . . . . . . . . . . . . . . 21
ARTICLE  19     DEFAULTS;  REMEDIES   .  . . . . . . . . . . . . . . . . . 21
ARTICLE  20     ATTORNEYS'  FEES   .  . . . . . . . . . . . . . . . . . . .24
ARTICLE  21     SECURITY  DEPOSIT  .  . . . . . . . . . . . . . . . . . .  24
ARTICLE  22     SUBSTITUTION  OF  OTHER  PREMISES  .  . . .  . . . . . .   24
ARTICLE  23     SIGNS  .  . . . . . . . . . . . . . . . . .  . . . . . . . 25
ARTICLE  24     COMPLIANCE  WITH  LAW   .  . . . . . . . . . . . . . . . . 25
ARTICLE  25     ENTRY  BY  LANDLORD    .  . . . . . . . . . . . . . . . . .25
ARTICLE  26     TENANT  PARKING    .  . . . . . . . . . . . . . . . . . . .26
ARTICLE  27     MISCELLANEOUS  PROVISIONS    .  . . . . . . . . . . .. . . 26

EXHIBITS
--------

A     OUTLINE  OF  PREMISES
B     RULES  AND  REGULATIONS
C     NOTICE  OF  LEASE  TERM  DATES
D     TENANT  WORK  LETTER
E     FORM  OF  TENANT'S  ESTOPPEL  CERTIFICATE
F     AIRCRAFT  NOISE  DISCLOSURE

RIDER  NO.  1


<PAGE>

                          INDEX OF MAJOR DEFINED TERMS
                          ----------------------------



                                          LOCATION OF DEFINITION
DEFINED TERMS                             IN OFFICE LEASE
-------------                             ---------------
Additional  Rent                          Section  4.1
Base  Rent                                Article  3
Base  Year                                Section  4.2.1
Building                                  Article  1
Estimate                                  Section  4.3.3
Estimated  Excess                         Section  4.3.3
Estimate  Statement                       Section  4.3.3
Excess                                    Section  4.3.1
Expense  Year                             Section  4.2.3
Force  Majeure                            Section  279.13
Holidays                                  Section  6.1.1
Lease  Commencement  Date                 Article  2
Lease  Expiration  Date                   Article  2
Lease  Term                               Article  2
Lease  Year                               Article  2
Notices                                   Section  279.14
Operating  Expenses                       Section  4.2.4
Premises                                  Article  1
Real  Property                            Article  1
Rent                                      Section  4.1
Security  Deposit                         Article  21
Statement                                 Section  4.3.2
Tax  Expenses                             Section  4.2.5
Tenant's  Share                           Section  4.2.6
Transfer  Notice                          Section  14.1
Transfer  Premium                         Section  14.3
Transferee                                Section  14.1
Transfers                                 Section  14.1



<PAGE>

</TEXT>
</DOCUMENT>
