Exhibit 10.7

             STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET
                     AIR COMMERCIAL REAL ESTATE ASSOCIATION

1. Basic Provisions ("Basic Provisions").

     1.1 Parties: This Lease ("Lease"), dated for referents purposes only April
21, 2005 is made by and between Patco Properties, L.P., a California limited
partnership ("Lessor") and (Wink, Inc., a Utah corporation ("Lessee"),
(collectively the "Parties", or Individually a "Party"):

     1.2(a) Premises: That certain portion of the Project (as defined below),
including all improvements herein or to be provided by Lessor under the terms of
this Lease, commonly known by the street address of 12536 Beatrice Street:
located in the City of Los Angeles, County of Los Angeles, State of California,
with zip code 90066, as outlined on Exhibit A attached hereto ("Premises") and
generally described as (describe briefly the nature of the Premises): An
approximately B,500 square foot portion of a concrete tilt-up. office and
warehouse building of approximately 37,000 sq. ft.

In addition to Lessee's rights to use and occupy the Premises as hereinafter
specified, Lessee shall have non-exclusive rights to the Common Areas (as
defined In Paragraph 2.7 below) as hereinafter specified, but shall not have any
rights to the roof, exterior walls or utility raceways of the building
containing the Premises ("Building") or to any other buildings in the Project.
The Premises, the Building, the Common Areas, the land upon which they are
located, along with all other buildings and Improvements thereon, are herein
collectively referred to as the "Project." (See also Paragraph 2)

     1.2(b) Parking: and 13 (per Exhibit "B") reserved vehicle parking spaces
("Reserved Parking Spaces"). (See also Paragraph 2.6)

     1.3 Term: Three (3) years and -0- months ("Original Term") commencing May
1, 2005("Commencement Date") and ending April 30, 2008 ("Expiration Date"). (See
also Paragraph 3)

     1.4 Early Possession: Lease Execution ("Early Possession Date") (See also
Paragraphs 3,2 and 3.3)

     1.5 Base Rent: $10,200.00 per month ("Base Rent"), payable on the first
(1st) day of each month commencing May 1, 2005 (see also Paragraph 4) [X] If
this box is checked, there are provisions in this Lease for the Base Rent to be
adjusted.

     1.6 Lessee's Share of Common Area Operating Expenses: twenty-three percent
(23%) ("Lessee's Share").

     1.7 Base Rent and Other Monies Paid Upon Execution:

     (a) Base Rent: $10,200.00 for the period May 1-31, 2005

     (b) Common Area Operating Expenses: $1,148.25 for the period May 1-31, 2005

     (c) Security Deposit: $21,642.36 ("Security Deposit"). (See also Paragraph
6)

     (d) Other: $_______ for _______________

     (e) Total Due Upon Execution of this Lease: $32, 990.61


     1.8 Agreed Use: General office and other legally permitted uses that will
not damage the Premises, nor impact negatively other tenants in the Building
(See also Paragraph 6)

     1.9 Insuring Party. Lessor is the "Insuring Party". (See also Paragraph 8)

     1.10 Real Estate Brokers: (See also Paragraph 15)

     (a) Representation: The following real estate brokers (the "Brokers") and
brokerage relationships exist in this transaction (check applicable boxes):

[X] Commercial Property Group, Inc. represents Lessor exclusively ("Lessors
Broker");

[X] NAI Capital Commercial represents Lessee exclusively ("Lessee's Broker"); or
[ ] represents both Lessor and Lessee ("Dual Agency").

                                      1




     (b) Payment to Brokers: Upon execution and delivery of this Lease by both
Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a
separate written agreement

     1.11 Guarantor. The obligations of the Lessee under this Lease are to be
guaranteed by Nolan Bushnell ("Guarantor"). (See also Paragraph 37)

     1.12 Addenda and Exhibits. Attached hereto Is an Addendum or Addenda
consisting of Paragraphs 50 through 71 and Exhibits A through H, all of which
constitute a part of this Lease.

2. Premises.

     2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor, the Premises, for the term, at the rental, and upon all of. the terns,
covenants and conditions set forth In this Lease. Unless otherwise provided
herein, any statement of size set forth In this Lease, or that may have been
used In calculating Rent, is an approximation which the Parties agree is
reasonable and any payments based thereon are no subject to revision whether or
not the actual size is more or less.

     2.2 Condition. Lessor shall deliver that portion of the Premises contained
within the Building ('Unit") to Lessee broom clean and free of debris on the
Commencement Date or the Early Possession Date, whichever first occurs ("Start
Date"), and, so long as the required service contracts described In Paragraph
7.1(b) below are obtained by Lessee and In effect within thirty days following
the Start Date, warrants that the existing electrical, plumbing, fire sprinkler,
lighting, heating, ventilating and air conditioning systems ("HVAC"), loading
doors, if any, and all other such elements In the Unit, other than those
constructed by Lessee, shall be In good operating condition on said date and
that the structural elements of the roof, bearing walls and foundation of the
Unit shall be free of material defects. If non-compliance with such warranty
exists as of the Start Date, or if one of such systems or elements should
malfunction or fall within the appropriate warranty period, Lessor shall, as
Lessor's sole obligation with respect to such matter, except as otherwise
provided In this Lease, promptly after receipt of written notice from Lessee
setting forth with specificity the nature and extent of such non-compliance,
malfunction or failure, rectify same at Lessor's expense. The warranty periods
shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to
the remaining systems and other elements of the Unit. If Lessee does 'not give
Lessor the required notice within the appropriate warranty period, correction of
any such non-compliance, malfunction or failure shall be the obligation of
Lessee at Lessee's sole cost and expense (except for the repairs to the fire
sprinkler systems, roof, foundations, and/or bearing walls - see Paragraph 7).

     2.3 Compliance. Lessor warrants that the Improvements on the Premises and
the Common Areas comply with the building codes that were In effect at the time
that each such Improvement, or portion thereof, was constructed, and also with
all applicable laws, covenants or restrictions of record, regulations, and
ordinances In effect on the Start Date ("Applicable Requirements"). Said
warranty does not apply to the use to which Lessee will put the Premises or to
any Alterations or Utility Installations (as defined In Paragraph 7.3(a)) made
or to be made by Lessee. NOTE: Lessee Is responsible for determining whether or
not the Applicable Requirements, and especially the zoning, are appropriate for
Lessee's intended use, and acknowledges that past uses of the Premises may no
longer be allowed. If the Premises do not comply with said warranty, Lessor
shall, except as otherwise provided, promptly after receipt of written notice
from Lessee setting forth with specificity the nature and extent of such
non-compliance, rectify the same at Lessor's expense, If Lessee does not give
Lessor written notice of a non-compliance with the warranty within 6 months
following the Start Date, correction of that non-compliance shall be the
obligation of Lessee at Lessee's sole cost and expense. If the Applicable
Requirements are hereafter changed so as to require during the term of this
Lease the construction of an addition to or an alteration of the Unit. Premises
and/or Building, the remediation of any Hazardous Substance, or the
reinforcement or other physical modification of the Unit, Premises and/or
Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of
such work as follows:

                                      2




     (a) Subject to Paragraph 2.3(c) below, If such Capital Expenditures are
required as a result of the specific and unique use of the Premises by Lessee as
compared with uses by tenants In general, Lessee shall be fully responsible for
the cost thereof, provided, however that if such Capital Expenditure is required
during the last 2 years of this Lease and the cost thereof exceeds 6 months'
Base Rent, Lessee may instead terminate this Lease unless Lessor notifies
Lessee, In writing, within 10 days after receipt of Lessee's termination notice
that Lessor has elected to pay the difference between the actual cost thereof
and the amount equal to 6 months' Bass Rent. If Lessee elects termination,
Lessee shall immediately cease the use of the Premises which requires such
Capital Expenditure and deliver to Lessor written notice specifying a
termination date at least go days thereafter. Such termination date shall,
however, in no event be earlier than the last day that Lessee could legally
utilize the Premises without commencing such Capital Expenditure.

     (b) If such Capital Expenditure is not the result of the specific and
unique use of the Premises by Lessee (such as, governmentally mandated seismic
modifications), then Lessor and Lessee shall allocate the obligation to pay for
the portion of such costs reasonably attributable to the Premises pursuant to
the formula set out In Paragraph 7.1(d), provided, however, that if such Capital
Expenditure is required during the last 2 years of this Lease or if Lessor
reasonably determines that it is not economically feasible to pay its share
thereof, Lessor shall have the option to terminate this Lease upon 90 days prior
written notice to Lessee unless Lessee notifies Lessor, In writing, within 10
days after receipt of Lessor's termination notice that Lessee will pay for such
Capital Expenditure. If Lessor does not elect to terminate, and fails to tender
its share of any such Capital Expenditure, Lessee may advance such funds and
deduct some, with Interest, from Rent until Lessor's share of such costs have
been fully paid. If Lessee is unable to finance Lessor's share, or If the
balance of the Rent due and payable for the remainder of this Lease is not
sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the
right to terminate this lease upon 30 days written notice to Lessor,

     (c) Notwithstanding the above, the provisions concerning Capital
Expenditures are Intended to apply only to non-voluntary, unexpected, and new
Applicable Requirements, If the Capital Expenditures are Instead triggered by
Lessee as a result of an actual or proposed change In use, change in Intensity
of use, or modification to the Premises then, and In that event, Lessee shall be
fully responsible for the cost thereof, and Lessee shall not have any right to
terminate this Lease.

     2.4 Acknowledgements. Lessee acknowledges that (a) it has been advised by
Lessor and/or Brokers to satisfy itself with respect to the condition of the
Premises (Including but not limited to the electrical, HVAC and fire sprinkler
systems, security, environmental aspects, and compliance with Applicable
Requirements and the Americans with Disabilities Act), and their suitability for
Lessee's intended use, (b) Lessee has made such investigation as It deems
necessary with reference to such matters and assumes all responsibility therefor
as the same relate to its occupancy of the Premises, and (c) neither Lessor,
Lessor's agents, nor Brokers have made any oral or written representations or
warranties with respect to said matters other than as set forth in this Lease.
in addition, Lessor acknowledges that: (1) Brokers have made no representations,
promises or warranties concerning Lessee's ability to honor the Lease or
suitability to occupy the Premises, and (11) it is Lessor's sole responsibility
to investigate the financial capability and/or suitability of all proposed
tenants,

     2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor In
Paragraph 2 shall be of no force or effect If immediately prior to the Start
Date Lessee was the owner or occupant of the Premises. In such event. Lessee
shall be responsible for any necessary corrective work,

     2.6 Vehicle Parking. Lessee shall be entitled to use the number of
Unreserved Parking Spaces and Reserved Parking Spaces specified In Paragraph
1.2(b) on those portions of the Common Areas designated from time to time by
Lessor for parking. Lessee shall not use more parking spaces than said number.
Said parking spaces shall be used for parking by vehicles no larger than
full-size passenger automobiles or pick-up trucks, herein called "Permitted Size
Vehicles," Lessor may regulate the loading and unloading of vehicles by adopting
Rules and Regulations as provided in Paragraph 2.9. No vehicles other than
Permitted Size Veh1cles may be parked In the Common Area without the prior
written permission of Lessor.

     (a) Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee's employees, suppliers, shippers, customers,
contractors or invitees to be loaded, unloaded, or parked In areas other than
those designated by Lessor for such activities.

                                      3




     (b) Lessee shall not service or store any vehicles in the Common Areas,

     (c) If Lessee permits or allows any of the prohibited activities described
in this Paragraph 2.6. then Lessor shall have the right, without notice, In
addition to such other rights and remedies that It may have, to remove or tow
away the vehicle involved and charge the cost to Lessee, which cost shall be
Immediately payable upon demand by Lessor.

     2.7 Common Areas - Definition, The term "Common Areas" is defined as all
areas and facilities outside the Premises and within the exterior boundary line
of the Project and interior utility raceways and installations within the Unit
that are provided and designated by the Lessor from time to time for the general
non-exclusive use of Lessor, Lessee and other tenants of the Project and their
respective employees, suppliers, shippers, customers, contractors and invitees,
Including parking areas, loading and unloading areas, trash areas, roadways,
walkways, driveways landscaped areas.

     2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the
benefit of Lessee and its employees, suppliers, shippers, contractors, customers
and invitees, during the term of this Lease, the non-exclusive right to use, in
common with others entitled to such use, the Common Areas as they exist from
time to time, subject to any rights, powers, and privileges reserved by Lessor
under the terms hereof or under the terms of any rules and regulations or
restrictions governing the use of the Project Under no circumstances shall the
right herein granted to use the Common Areas be deemed to include the right to
store any property, temporarily or permanently, in the Common Areas. Any such
storage shall be permitted only by the prior written consent of Lessor or
Lessor's designated agent, which consent may be revoked at any time. in the
event that any unauthorized storage shall occur then Lessor shall have the
right, without notice, In addition to such other rights and remedies that it may
have, to remove the property and charge the cost to Lessee, which cost shall be
immediately payable upon demand by Lessor.

     2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as
Lessor may appoint shall have the exclusive control and management of the Common
Areas and shall have the right, from time to time, to establish, modify, amend
and enforce reasonable rules and regulations ("Rules and Regulations") for the
management, safety, care, and cleanliness of the grounds, the parking and
unloading of vehicles and the preservation of good order, as well as for the
convenience of other occupants or tenants of the Building and the Project and
their Invitees. Lessee agrees to abide by and conform to all such Rules and
Regulations, and to cause Its employees, suppliers, shippers, customers,
contractors and Invitees to so abide and conform. Lessor shall not be
responsible to Lessee for the non-compliance with sold Rules and Regulations by
other tenants of the Project.

     2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole
discretion, from time to time:

     (a) To make changes to the Common Areas, including, without limitation,
changes In the location, size, shape and number of driveways, entrances, parking
spaces, parking areas, loading and unloading areas, ingress, egress, direction
of traffic, landscaped areas, walkways and utility raceways;

     (b) To close temporarily any of the Common Areas for maintenance purposes
so long as reasonable access to the Premises remains available;

     (c) To designate other [and outside the boundaries of the Project to be a
part of the Common Areas;

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

     (e) To use the Common Areas while engaged in making additional
improvements, repairs or alterations to the Project, or any portion thereof; and

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

3. Term.

     3.1 Term. The Commencement Date, Expiration Date and Original Term of this
Lease are as specified In Paragraph 1.3.

                                      4




     3.2 Early Possession. If Lessee totally or partially occupies the Premises
prior to the Commencement pate, the obligation to pay Base Rent shall be abated
for the period of such early possession. All other terms of this Lease
(including but not limited to the obligations to pay Lessee's Share of Common
Area Operating Expenses, Real Property Taxes and Insurance premiums and to
maintain the Premises) shall, however, be In effect during such period, Any such
early possession shall not affect the Expiration Date.

     3.3 Delay In Possession. Lessor agrees to use its best commercially
reasonable efforts to deliver possession of the Premises to Lessee by the
Commencement Date. If, despite said efforts, Lessor is unable to deliver
possession as agreed, Lessor shall not be subject to any liability therefor, nor
shall such failure affect the validity of this Lease. Lessee shall not, however,
be obligated to pay Rent or perform its other obligations until it receives
possession of the Premises. If possession is not delivered within 80 days after
the Commencement Date, Lessee may, at Its option, by notice In writing within 10
days after the end of such 60 day period, cancel this Lease, In which event the
Parties shall be discharged from all obligations hereunder. If such written
notice Is riot received by Lessor within said 10 day period, Lessee's right to
cancel shall terminate. Except as otherwise provided, If possession is not
tendered to Lessee by the Start Date and Lessee does not terminate this Lease,
as aforesaid, any period of rent abatement that Lessee would otherwise have
enjoyed shall run from the date of delivery of possession and continue for a
period equal to what Lessee would otherwise have enjoyed under the terms hereof,
but minus any days of delay caused by the acts or omissions of Lessee. if
possession of the Premises Is not delivered within 4 months after the
Commencement Date, this Lease shall terminate unless other agreements are
reached between Lessor and Lessee, in writing.

     3.4 Lessee Compliance. Lessor shall not be required to tender possession of
the Premises to Lessee until Lessee complies with Its obligation to provide
evidence of Insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee
shall be required to perform all of its obligations under this Lease from and
after the Start Date, Including the payment of Rent, notwithstanding Lessor's
election to withhold possession pending receipt of such evidence of Insurance.
Further, If Lessee is required to perform any other conditions prior to or
concurrent with the Start Date, the Start Date shall occur but Lessor may elect
to withhold possession until such conditions are satisfied.

4. Rent.

     4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the
terns of this Lease (except for the Security Deposit) are deemed to be rent
("Rent").

     4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the
term hereof, in addition to the Base Rent, Lessee's Share (as specified In
Paragraph 9,6) of all Common Area Operating Expenses, as hereinafter defined,
during each calendar year of the term of this Lease, In accordance with the
following provisions:

     (a) "Common Area Operating Expenses" are defined, for purpose of this
Lease, as all costs incurred by Lessor relating to the ownership and operation
of the Project, including, but not limited to, the following: (i) The operation,
repair and maintenance, in neat, clean, good order and condition of the
following:

     (aa) The Common Areas and Common Area improvements, including parking
areas, loading and unloading areas, trash areas, roadways, parkways, walkways,
driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting
facilities, fences and gates, elevators, roofs, and roof drainage systems.

     (bb) Exterior signs and any tenant directories,

     (cc) Any fire detection and/or sprinkler systems.

     (ii) The cost of water, gas, electricity and telephone to service the
Common Areas and any utilities not separately metered.

     (iii) Trash disposal, pest control services, property management, security
services, and the costs of any environmental Inspections,

     (iv) Reserves set aside for maintenance and repair of Common Areas.

     (v) Real Property Taxes (as defined In Paragraph 10).

     (vi) The cost of the premiums for the Insurance maintained by Lessor
pursuant to Paragraph 8.

                                      5




     (vii) Any deductible portion of an insured loss concerning the Building or
the Common Areas.

     (viii) The cost of any Capital Expenditure to the Building or the Project
not covered under the provisions of Paragraph 2.3 provided; however, that Lessor
shall allocate the cost of any such Capital Expenditure over a 12 year period
and Lessee shall not be required to pay more than Lessee's Share of 11144th of
the cost of such Capital Expenditure in any given month.

     (ix) Any other services to be provided by Lessor that are stated elsewhere
In this Lease to be a Common Area Operating Expense.

     (b) Any Common Area Operating Expenses and Real Property Taxes that are
specifically attributable to the Unit, the Building or to any other building In
the Project or to the operation, repair and maintenance thereof, shall be
allocated entirely to such Unit, Building, or other building. However, any
Common Area Operating Expenses and Real Property Taxes that are not specifically
attributable to the Building or to any other building or to the operation,
repair and maintenance thereof, shall be equitably allocated by Lessor to all
buildings In the Project.

     (c) The Inclusion of the Improvements, facilities and services set forth In
Subparagraph 4:2(a) shall not be deemed to impose an obligation upon Lessor to
either have said Improvements or facilities or to provide those services unless
the Project already has the same, Lessor already provides the services, or
Lessor has agreed elsewhere In this Lease to provide the same or some of them.

     (d) Lessee's Share of Common Area Operating Expenses shall be payable by
Lessee within 10 days after a reasonably detailed statement of actual expenses
is presented to Lessee. At Lessor's option, however, an amount may be estimated
by Lessor from time to time of Lessee's Share of annual Common Area Operating
Expenses and the same shall be payable monthly or quarterly, as Lessor shall
designate, during each 12 month period of the Lease term, on the same day as the
Base Rent is due hereunder. Lessor shall deliver to Lessee within 60 days after
the expiration of each calendar year a reasonably detailed statement showing
Lessee's Share of the actual Common Area Operating Expenses Incurred during the
preceding year. If Lessee's payments under this Paragraph 4.2(d) during the
preceding year exceed Lessee's Share as indicated on such statement, Lessor
shall credit the amount of such over-payment against Lessee's Share of Common
Area Operating Expenses next becoming due. If Lessee's payments under this
Paragraph 4.2(d) during the preceding year were less than Lessee's Share as
Indicated on such statement, Lessee shall pay to Lessor the amount of the
deficiency within 10 days after delivery by Lessor to Lessee of the statement.

     4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor In
lawful money of the United States, without offset or deduction (except as
specifically permitted In this Lease), on or before the day on which It Is due.
Rent for any period during the term hereof which is for less than one full
calendar month shall be prorated based upon the actual number of days of said
month. Payment of Rent shall be made to Lessor at its address stated herein or
to such other persons or place as Lessor may from time to time designate In
writing, Acceptance of a payment which is less than the amount then due shall
not be a waiver of Lessor's rights to the balance of such Rent, regardless of
Lessor's endorsement of any check so stating. in the event that any check,
draft, or other Instrument of payment given by Lessee to Lessor is dishonored
for any reason, Lessee agrees to pay to Lessor the sum of $26 In addition to any
late charges which may be due.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the
Security Deposit as security for Lessee's faithful performance of its
obligations under this Lease. If Lessee falls to pay Rent, or otherwise Defaults
under this Lease, Lessor may use, apply or retain all or any portion of said
Security Deposit for the payment of any amount due Lessor or to reimburse or
compensate Lessor for any liability, expense, loss or damage which Lessor may
suffer or Incur by reason thereof. If Lessor uses or applies all or any portion
of the Security Deposit Lessee shall within 10 days after written request
therefor deposit monies with Lessor sufficient to restore said Security Deposit
to the full amount required by this Lease. If the Base Rent increases during the
term of this Lease, Lessee shall, upon written request from Lessor, deposit
additional monies with Lessor so that the total amount of the Security Deposit
shall at all times bear the same proportion to the increased Base Rent as the
initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be
amended to accommodate a material change in the business of Lessee or to
accommodate a sublessee or assignee, Lessor shall have the right to increase the
Security Deposit to the extent necessary, in Lessor's reasonable judgment, to
account for any increased wear and tear that the Premises may suffer as a result
thereof. if a change In control of Lessee occurs during this Lease and following

                                      6




such change the financial condition of Lessee Is, in Lessor's reasonable
judgment, significantly reduced, Lessee shall deposit such additional monies
with Lessor as shall be sufficient to cause the Security Deposit to be at a
commercially reasonable level based on such change In financial condition,
Lessor shall not be required to keep the Security Deposit separate from Its
general accounts. Within 14 days after the expiration or termination of this
Lease, if Lessor elect to apply the Security Deposit only to unpaid Rent, and
otherwise within 30 days after the Premises have been vacated pursuant to
Paragraph 7.4(c) below, Lessor shall return that portion of the Security Deposit
not used or applied by Lessor. No part of the Security Deposit shall be
considered to be hold In trust, to bear Interest or to be prepayment for any
monies to be paid by Lessee under this Lease.

6. Use.

     6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use,
or any other legal use which 1s reasonably comparable thereto, and for no other
purpose. Lessee shall not use or permit the use of the Premises in a manner that
is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of
or causes damage to neighboring premises or properties, Lessor shall not
unreasonably withhold or delay Its consent to any written request for a
modification of the Agreed Use, so long as the same will not Impair the
structural integrity of the improvements on the Premises or the mechanical or
electrical systems therein, and/or Is not significantly more burdensome to the
Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after
such request give written notification of same, which notice shall Include an
explanation of Lessor's objections to the change In the Agreed Use.

     6.2 Hazardous Substances.

     (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used
in this Lease shall mean any product, substance, or waste whose presence, use,
manufacture, disposal, transportation, or release, either by itself or in
combination with other materials expected to be on the Premises, is either: (i)
potentially injurious to the public health, safety or welfare, the environment
or the Premises, (ii) regulated or monitored by any governmental authority, or
(iii) a basis for potential liability of Lessor to any governmental agency or
third party under any applicable statute or common law theory. Hazardous
Substances shall include, but not be limited to, hydrocarbons, petroleum,
gasoline, and/or crude oil or any products, by-products or fractions thereof,
Lessee shall not engage in any activity in or on the Premises which constitutes
a Reportable Use of Hazardous Substances without the express prior written
consent of Lessor and timely compliance (at Lessee's expense) with all
Applicable Requirements. "Reportable Use" shall mean (i) the Installation or use
of any above or below ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires
a permit from, or with respect to which a report, notice, registration or
business plan is required to be filed with, any governmental authority, and/or
(iii) the presence at the Premises of a Hazardous Substance with respect to
which any Applicable Requirements requires that a notice be given to persons
entering or occupying the Premises or neighboring properties. Notwithstanding
the foregoing, Lessee may use any ordinary and customary materials reasonably
required to be used in the normal course of the Agreed Use, so long as such use
Is In compliance with all Applicable Requirements, is not a Reportable Use, and
does not expose the Premises or neighboring property to any meaningful risk of
contamination or damage or expose Lessor to any liability therefor. In addition,
Lessor may condition its consent to any Reportable Use upon receiving such
additional assurances as Lessor reasonably deems necessary to protect Itself,
the public, the Premises and the environment against damage, contamination,
injury and/or liability. Including, but not limited to, the Installation (and
removal on or before Lease expiration or termination) of protective
modifications (such as concrete encasements) and/or increasing the Security
Deposit.

     (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to
believe, that a Hazardous Substance has come to be located In, on, under or
about the Premises, other than as previously consented to by Lessor, Lessee
shall Immediately give written notice of such fact to Lessor, and provide Lessor
with a copy of any report, notice, claim or other documentation which it has
concerning the presence of such Hazardous Substance.

                                      7




     (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous
Substance to be spilled or released in, on, under, or about the Premises
(Including through the plumbing or sanitary sewer system) and shall promptly, at
Lessee's expense, take all investigatory and/or remedial action reasonably
recommended, whether or not formally ordered or required, for the cleanup of any
contamination of, and for the maintenance, security and/or monitoring of the
Premises or neighboring properties, that was caused or materially contributed to
by Lessee, or pertaining to or involving any Hazardous Substance brought onto
the Premises during the term of this Lease, by or for Lessee, or any third
party.

     (d) Lessee Indemnification. Lessee shall Indemnify, defend and hold Lessor,
Its agents, employees, lenders and ground lessor, If any, harmless from and
against any and all loss of rents and/or damages, liabilities, judgments,
claims, expenses, penalties, and attorneys' and consultants' fees arising out of
or Involving any Hazardous Substance brought onto the Premises by or for Lessee,
or any third party (provided, however, that Lessee shall have no liability under
this Lease with respect to underground migration of any Hazardous Substance
under the Premises from areas outside of the Project). Lessee's obligations
shall Include, but not be limited to, the effects of any contamination or injury
to person, property or the environment created or suffered by Lessee, and the
cost of Investigation, removal, remediation, restoration and/or abatement, and
shall survive the expiration or termination of this Lease. No termination,
cancellation or release agreement entered Into by Lessor and Lessee shall
release Lessee from its obligations under this Lease with respect to Hazardous
Substances, unless specifically so agreed by Lessor in writing at the time of
such agreement.

     (e) Lessor Indemnification. Lessor and Its successors and assigns shall
Indemnify, defend, reimburse and hold Lessee, its employees and lenders,
harmless from and against any and all environmental damages, Including the cost
of remediation, which existed as a result of Hazardous Substances on the
Premises prior to the Start Date or which are caused by the gross negligence or
willful misconduct of Lessor, Its agents or employees. Lessor's obligations, as
and when required by the Applicable Requirements, shall include, but not be
limited to, the cost of investigation, removal, remediation, restoration and/or
abatement, and shall survive the expiration or termination of this Lease.

     (f) Investigations and Remediations. Lessor shall retain the responsibility
and pay for any investigations or remediation measures required by governmental
entities having jurisdiction with respect to the existence of Hazardous
Substances on the Premises prior to the Start Date, unless such remediation
measure Is required as a result of Lessee's use (including "Alterations", as
defined In paragraph 7.3(a) below) of the Premises, In which event Lessee shall
be responsible for such payment. Lessee shall cooperate fully In any such
activities at the request of Lessor, Including allowing Lessor and Lessor's
agents to have reasonable access to the Premises at reasonable times In order to
carry out Lessor's investigative and remedial responsibilities.

     (g) Lessor Termination Option. If a Hazardous Substance Condition (see
Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee Is legally
responsible therefor (In which case Lessee shall make the Investigation and
remediation thereof required by the Applicable Requirements and this Lease shall
continue in full force and effect, but subject to Lessor's rights under
Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (i)
investigate and remediate such Hazardous Substance Condition, If required, as
soon as reasonably possible at Lessor's expense, In which event this Lease shall
continue in full force and effect, or (11) If the estimated cost to remediate
such condition exceeds 12 times the then monthly Base Rent or $100,000,
whichever Is greater, give written notice to Lessee, within 30 days after
receipt by Lessor of knowledge of the occurrence of such Hazardous Substance
Condition, of Lessor's desire to terminate this Lease as of the date 60 days
following the date of such notice, In the event Lessor elects. to give a
termination notice, Lessee may, within 10 days thereafter, give written notice
to Lessor of Lessee's commitment to pay the amount by which the cost of the
remediation of such Hazardous Substance Condition exceeds an amount equal to 12
times the then monthly Base Rent or $100,000, whichever is greater, Lessee shall
provide Lessor with said funds or satisfactory assurance thereof within 30 days
following such commitment. In such event, this Lease shall continue In full
force and effect, and Lessor shall proceed to make such remediation as soon as
reasonably possible after the required funds are available. If Lessee does not
give such notice and provide the required funds or assurance thereof within the
time provided, this Lease shall terminate as of the date specified In Lessor's
notice of termination.

                                      8




     6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise
provided In this Lease, Lessee shall, at Lessee's sole expense, fully,
diligently and In a timely manner, materially comply with all Applicable
Requirements, the requirements of any applicable fire insurance underwriter or
rating bureau, and the recommendations of Lessor's engineers and/or consultants
which relate in any manner to the Premises, without regard to whether said
requirements are now in effect or become effective after the Start Date. Lessee
shall, within 10 days after receipt of Lessor's written request, provide Lessor
with copies of all permits and other documents, and other Information evidencing
Lessee's compliance with any Applicable Requirements specified by Lessor, and
shall immediately upon receipt, notify Lessor In writing (with copies of any
documents involved) of any threatened or actual claim, notice, citation,
warning, complaint or report pertaining to or Involving the failure of Lessee or
the Premises to comply with any Applicable Requirements.

     6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined In
Paragraph 30) and consultants shall have the right to enter Into Premises at any
time, In the case of an emergency, and otherwise at reasonable times, for the
purpose of inspecting the condition of the Premises and for verifying compliance
by Lessee with this Lease. The cost of any such Inspections shall be paid by
Lessor, unless a violation of Applicable Requirements, or a contamination is
found to exist or be Imminent, or the Inspection is requested or ordered by a
governmental authority. in such case, Lessee shall upon request reimburse Lessor
for the cost of such inspection, so long as such inspection Is reasonably
related to the violation or contamination.

7. Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations.

     7.1 Lessee's Obligations.

     (a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3
(Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7,2
(Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee
shall, at Lessee's sole expense, keep the Premises, Utility Installations
(intended for Lessee's exclusive use, no matter where located), and Alterations
In good order, condition and repair (whether or not the portion of the Premises
requiring repairs, or the means of repairing the same, are reasonably or readily
accessible to Lessee, and whether or not the need for such repairs occurs as a
result of Lessee's use, any prior use, the elements or the age of such portion
of the Premises), including, but not limited to, all equipment or facilities,
such as plumbing, HVAC equipment, electrical, lighting facilities, boilers,
pressure vessels, fixtures, Interior walls, interior surfaces of exterior walls,
ceilings, floors, windows, doors, plate glass, and skylights but excluding any
items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee,
in keeping the Premises in good order, condition and repair, shall exercise and
perform good maintenance practices, specifically including the procurement and
maintenance of the service contracts required by Paragraph 7.1(b) below.
Lessee's obligations shall Include restorations, replacements or renewals when
necessary to keep the Premises and all improvements thereon or a part thereof In
good order, condition and state of repair.

     (b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and
maintain contracts, with copies to Lessor, In customary form and substance for,
and with contractors specializing and experienced in the maintenance of the
following equipment and Improvements, if any, if and when installed on the
Premises; (I) HVAC equipment, (i) boiler and pressure vessels, (iii) clarifiers,
and (iv) any other equipment, If reasonably required by Lessor. However, Lessor
reserves the right, upon notice to Lessee, to procure and maintain any or all of
such service contracts, and If Lessor so elects. Lessee shall reimburse Lessor,
upon demand, for the cost thereof.

     (c) Failure to Perform. If Lessee fails to perform Lessee's obligations
under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days'
prior written notice to Lessee (except In the case of an emergency, in which
case no notice shall be required), perform such obligations on Lessee's behalf,
and put the Premises In good order, condition and repair, and Lessee shall
promptly reimburse Lessor for the cost thereof.

                                      9




     (d) Replacement. Subject to Lessee's Indemnification of Lessor as set forth
in Paragraph 8.7 below, and without relieving Lessee of liability resulting from
Lessee's failure to exercise and perform goad maintenance practices, if an item
described In Paragraph 7.1(b) cannot be repaired other than at a cost which Is
In excess of 50% of the cast of replacing such item, then such item shall be
replaced by Lessor, and the cost thereof shall be prorated between the Parties
and Lessee shall only be obligated to pay, each month during the remainder of
the tern of this Lease, on the date on which Base Rent is due, an amount equal
to the product of multiplying the cost of such replacement by a fraction, the
numerator of which is one, and the denominator of which is 144 (ie. 1/144th of
the cost per month). Lessee shall pay Interest on the unamortized balance at a
rate that is commercially reasonable in the judgment of Lessor's accountants.
Lessee may, however, prepay its obligation at any time.

     7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2
(Condition), 2.3 (Compliance), 4,2 (Common Area Operating Expenses), 6 (Use),
7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation),
Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep In good
order, condition and repair the foundations, exterior walls, structural
condition of interior bearing walls, exterior roof, fire sprinkler system,
Common Area fire alarm and/or smoke detection systems, fire hydrants, parking
lots, walkways, parkways, driveways, landscaping, fences, signs and utility
systems serving the Common Areas and all parts thereof, as well as providing the
services for which there is a Common Area Operating Expense pursuant to
Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior
surfaces of exterior waits nor shall Lessor be obligated to maintain, repair or
replace windows, doors or plate glass of the Premises, Lessee expressly waives
the benefit of any statute now or hereafter in effect to the extent It Is
Inconsistent with the terms of this Lease.

     7.3 Utility Installations; Trade Fixtures; Alterations.

     (a) Definitions. The term "Utility Installations" refers to all floor and
window coverings, air lines, power panels, electrical -distribution, security
and fire protection systems, communication systems, lighting fixtures, HVAC
equipment, plumbing, and fencing In or on the Premises. The term "Trade
Fixtures" shall mean Lessee's machinery and equipment that can be removed
without doing material damage to the Premises. The term "Alterations" shall mean
any modification of the Improvements, other than Utility Installations or Trade
Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or
Utility Installations" are defined as Alterations and/or Utility Installations
made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).

     (b) Consent. Lessee shall not make any Alterations or Utility Installations
to the Premises without Lessor's prior written consent. Lessee may, however,
make non-structural Utility installations to the Interior of the Premises
(excluding the roof without such consent but upon notice to Lessor, as long as
they are not visible from the outside, do not involve puncturing, relocating or
removing the roof or any existing walls, and the cumulative cost thereof during
this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the
aggregate or a sum equal to one month's Base Rent in any one year.
Notwithstanding the foregoing, Lessee shall not make or permit any roof
penetrations and/or install anything on the roof without the prior written
approval of Lessor. Lessor may, as a precondition to granting such approval,
require Lessee to utilize a contractor chosen and/or approved by Lessor. Any
Alterations or Utility Installations that Lessee shall desire to make and which
require the consent of the Lessor shall be presented to Lessor in written four
with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i)
acquiring all applicable governmental permits, (ii) furnishing Lessor with
copies of both the permits and the plans and specifications prior to
commencement of the work, and, (iii) compliance with all conditions of said
permits and other Applicable Requirements In a prompt and expeditious manner.
Any Alterations or Utility Installations shall be performed in a workmanlike
manner with good and sufficient materials. Lessee shall promptly upon completion
furnish Lessor with as-built plans and specifications. For work which costs an
amount in excess of one month's Base Rent, Lessor may condition its consent upon
Lessee providing a lien and completion bond in an amount equal to 150% of the
estimated cost of such Alteration or Utility Installation and/or upon Lessee's
posting an additional Security Deposit with Lessor.

                                      10




     (c) Indemnification, Lessee shall, pay, when due, all claims for labor or
materials furnished or alleged to have been furnished to or for Lessee at or for
use on the Premises, which claims are or may be secured by any mechanic's or
materialman's lien against the Premises or any Interest therein. Lessee shall
give Lessor not less than 10 days notice prior to the commencement of any work
in, on or about the Premises, and Lessor shall have the right to post notices of
non-responsibility, If Lessee shall contest the validity of any such lien, claim
or demand, then Lessee shall, at Its sole expense defend and protect Itself,
Lessor and the Premises against the same and shall pay and satisfy any such
adverse judgment that may be rendered thereon before the enforcement thereof. if
Lessor shall require, Lessee shall furnish a surety bond in an amount equal to
150% of the amount of such contested lien, claim or demand, Indemnifying Lessor
against liability for the same. If Lessor elects to participate in any such
action, Lessee shall pay Lessor's attorneys' fees and costs.

     7.4 Ownership; Removal; Surrender; and Restoration.

     (a) Ownership. Subject to Lessor's right to require removal or elect
ownership as hereinafter provided, all Alterations and Utility Installations
made by Lessee shall be the property of Lessee, but considered a part of the
Premises. Lessor may, at any time, elect In writing to be the owner of all or
any specified part of the Lessee Owned Alterations and Utility Installations.
Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned
Alterations and Utility Installations shall, at the expiration or termination of
this Lease, become the property of Lessor and be surrendered by Lessee with the
Premises.

     (b) Removal. By delivery to Lessee of written notice from Lessor not
earlier than 90 and not later than 30 days prior to the end of the term of this
Lease, Lessor may require that any or all Lessee Owned Alterations or Utility
installations be removed by the expiration or termination of this Lease. Lessor
may require the removal at any time of all or any part of any Lessee Owned
Alterations or Utility Installations made without the required consent.

     (c) Surrender; Restoration. Lessee shall surrender the Premises by the
Expiration Date or any earlier termination date, with all of the Improvements,
parts and surfaces thereof broom clean and free of debris, and in good operating
order, condition and state of repair, ordinary wear and tear excepted. "Ordinary
wear and tear' shall not Include any damage or deterioration that would have
been prevented by good maintenance practice. Notwithstanding the foregoing, If
this Lease is for 12 months or less, then Lessee shall surrender the Premises in
the same condition as delivered to Lessee on the Start Date with NO allowance
for ordinary wear and tear. Lessee shall repair any damage occasioned by the
Installation, maintenance or removal of Trade fixtures, Lessee owned Alterations
and/or Utility Installations, furnishings, and equipment as well as the removal
of any storage tank installed by or for Lessee. Lessee shall also completely
remove from the Premises any and all Hazardous Substances brought onto the
Premises by or for Lessee, or any third party (except Hazardous Substances which
were deposited via underground migration from areas outside of the Project) even
If such removal would require Lessee to perform or pay for work that exceeds
statutory requirements. Trade Fixtures shall remain the property of Lessee and
shall be removed by Lessee. The failure by Lessee to timely vacate the Premises
pursuant to this Paragraph 7.4(c) without the express written consent of Lessor
shall constitute a holdover under the provisions of Paragraph 26 below.

8. Insurance; Indemnity.

     8.1 Payment of Premiums. The cost of the premiums for the insurance
policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8,3(a)
and 8.3(b), shall be a Common Area Operating Expense, Premiums for policy
periods commencing prior to, or extending beyond, the term of this Lease shall
be prorated to coincide with the corresponding Start Data or Expiration Date.

     8.2 Liability insurance.

     (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial
General Liability policy of Insurance protecting Lessee and Lessor as an
additional insured against claims for bodily injury, personal injury and
property damage based upon or arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto. Such Insurance
shall be on an occurrence basis providing single limit coverage In an amount not
less than $9,000,000 per occurrence with an annual aggregate of not less than
$2,000,000, an "Additional Insured-Managers or Lessors of Premises Endorsement"
and contain the "Amendment of the Pollution Exclusion Endorsement for damage
caused by heat, smoke or fumes from a hostile fire. The policy shall not contain
any Intra-Insured exclusions as between Insured persons or organizations, but

                                      11




shall Include coverage for liability assumed under this Lease as an "Insured
contract" for the performance of Lessee's Indemnity obligations under this
Lease. The limits of said Insurance shall not, however, limit the liability of
Lessee nor relieve Lessee of any obligation hereunder. All Insurance carried by
Lessee shall be primary to and not contributory with any similar Insurance
carried by Lessor, whose insurance shall be considered excess Insurance only.

     (b) Carried by Lessor. Lessor shall maintain liability insurance as
described in Paragraph 8.2(a), In addition to, and not in lieu of, the insurance
required to be maintained by Lessee. Lessee shall not be named as an additional
Insured therein.

     6.3 Property Insurance - Building, Improvements and Rental Value.

     (a) Building and Improvements. Lessor shall obtain and keep in force a
policy or policies of Insurance in the name of Lessor, with loss payable to
Lessor, any ground-lessor, and to any Lender Insuring loss or damage to the
Premises. The amount of such insurance shall be equal to the full replacement
cost of the Premises, as the same shall exist from time to time, or the amount
required by any Lender, but in no event more than the commercially reasonable
and available Insurable value thereof, Lessee Owned Alterations and Utility
Installations, Trade Fixtures, and Lessee's personal property shall be Insured
by Lessee under Paragraph 8.4. If the coverage Is available and commercially
appropriate, such policy or policies shall Insure against all risks of direct
physical loss or damage (except the perils of flood and/or earthquake unless
required by a Lender), including coverage for debris removal and the enforcement
of any Applicable Requirements requiring the upgrading, demolition,
reconstruction or replacement of any portion of the Premises as the result of a
covered loss. Said policy or policies shall also contain an agreed valuation
provision in lieu of any, coinsurance clause, waiver of subrogation, and
inflation guard protection causing an Increase in the annual property Insurance
coverage amount by a factor of not less than the adjusted U.S. Department of
Labor Consumer Price Index for All Urban Consumers for the city nearest to where
the Premises are located, if such insurance coverage has a deductible clause,
the deductible amount shall not exceed $1,000 per occurrence.

     (b) Rental Value. Lessor shall also obtain and keep in force a policy or
policies in the name of Lessor with toss payable to Lessor and any Lender,
Insuring the loss of the full Dent for one year with an extended period of
Indemnity for an additional 180 days ("Rental Value Insurance"). Said Insurance
shall contain an agreed valuation provision In lieu of any coinsurance clause,
and the amount of coverage shall be adjusted annually to reflect the projected
Rent otherwise payable by Lessee, for the next 12 month period.

     (c) Adjacent Promises. Lessee shall pay for any increase In the premiums
for the property Insurance of the Building and for the Common Areas or other
buildings In the Project If said increase Is caused by Lessee's acts, emissions,
use or occupancy of the Premises.

     (d) Lessee's Improvements. Since Lessor is the insuring Party, Lessor shall
not be required to insure Lessee Owned Alterations and Utility Installations
unless the item in question has become the property of Lessor under the terms of
this lease.

     8.4 Lessee's Property; Business Interruption Insurance.

     (a) Property Damage. Lessee shall obtain and maintain Insurance coverage on
all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations
and Utility Installations. Such Insurance shall be full replacement cost
coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds
from any such insurance shall be used by Lessee for the replacement of personal
property, Trade Fixtures and Lessee Owned Alterations and Utility Installations.
Lessee shall provide Lessor with written evidence that such Insurance is in
force.

     (b) Business interruption, Lessee shall obtain and maintain loss of Income
and extra expense Insurance in amounts as will reimburse Lessee for direct or
indirect loss of earnings attributable to all perils commonly Insured against by
prudent lessees In the business of Lessee or attributable to prevention of
access to the Premises as a result of such perils.

     (c) No Representation of Adequate Coverage, Lessor makes no representation
that the limits or forms of coverage of Insurance specified herein are adequate
to cover Lessee's property, business operations or obligations under this Lease.

                                      12




     8.5 Insurance Policies. Insurance required herein shall be by companies
duly licensed or admitted to transact business In the state where the Premises
are located, and maintaining during the policy term a "General Policyholders
Rating" of at least B+, V, as set forth In the most current issue of "Best's
Insurance Guide", or such other rating as may be required by a Lender. Lessee
shall not do or permit to be done anything which invalidates the required
insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor
certified copies of policies of such insurance or certificates evidencing the
existence and amounts of the required Insurance. No such policy shall be
cancelable or subject to modification except after 30 days prior written notice
to Lessor. Lessee shall, at least 30 days prior to the expiration of such
policies, furnish Lessor with evidence of renewals or "insurance binders"
evidencing renewal thereof, or Lessor may order such insurance and charge the
cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon
demand. Such policies shall be for a term of at least one year, or the length of
the remaining term of this Lease, whichever is less. If either Parry shall fall
to procure and maintain the insurance required to be carried by it, the other
Party may, but shall not be required to, procure and maintain the same.

     8.6 Waiver of Subrogation. Without affecting any other rights or remedies,
Lessee and Lessor each hereby release and relieve the other, and waive their
entire right to recover damages' against the other, for loss of or damage to Its
property arising out of or incident to the perils required to be Insured against
herein. The effect of such releases and waivers Is not limited by the amount of
Insurance carried or required, or by any deductibles applicable hereto. The
Parties agree to have their respective property damage Insurance carriers waive
any right to subrogation that such companies may have against Lessor or Lessee,
as the case may be, so long a5 the Insurance Is not invalidated thereby.

     8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct,
Lessee, shall Indemnify, protect, defend and hold harmless the Premises, Lessor
and Its agents, Lessor's master or ground lessor, partners and Lenders, from and
against any and all claims, loss of rents and/or damages, (lens, judgments,
penalties, attorneys' and consultants' fees, expenses and/or liabilities arising
out of, involving, or In connection with, the use and/or occupancy of the
Premises by Lessee. If any action or proceeding is brought against Lessor by
reason of any of the foregoing matters, Lessee shall upon notice defend the same
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee In such defense, Lessor need not have first paid any
such claim In order to be defended or Indemnified.

     8.8 Exemption of Lessor from Liability. Lessor shall Not be liable for
injury or damage to the person or goods, wares, merchandise or other property of
Lessee, Lessee's employees, contractors, invitees, customers, or any other
person In or about the. Premises, whether such damage or Injury is caused by or
results from tire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, HVAC or lighting fixtures, or from any other cause,
whether the said injury or damage results from conditions arising upon the
Premises or upon other portions of the Building, or from other sources or
places. Lessor shall not be liable for any damages arising from any, act or
neglect of any other tenant of Lessor nor from the failure of Lessor to enforce
the provisions of any other lease In the Project. Notwithstanding Lessor's
negligence or breach of this Lease, Lessor shall under no circumstances be
liable for Injury to Lessee's business or for any loss of income or profit
therefrom.

     9. Damage or Destruction.

     (a) "Premises Partial Damage" shall mean damage or destruction to the
Improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations, which can reasonably be repaired In 3 months or less from the
date of the damage or destruction, and the cost thereof does not exceed a sum
equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30
days from the date of the damage or destruction as to whether or not the damage
Is Partial or Total.

     (b) "Promises Total Destruction" shall mean damage or destruction to the
Improvements on the Premises, other than Lessee Owned Alterations and Utility
installations and Trade Fixtures, which cannot reasonably be repaired in 3
months or less from the date of the damage or destruction and/or the cast
thereof exceeds a sum equal to 6 month's Base Rent, Lessor shall notify Lessee
In writing within 30 days from the date of the damage or destruction as to
whether or not the damage is Partial or Total.

                                      13




     (c) "Insured Loss" shall mean damage or destruction to Improvements on the
Premises, other than Lessee Owned Alterations and Utility Installations and
Trade Fixtures, which was caused by an event required to be covered by the
Insurance described in Paragraph 8,3(a), Irrespective of any deductible amounts
or coverage limits involved.

     (d) "Replacement Cost" shall mean the cost to repair or rebuild the
improvements owned by Lessor at the time of the occurrence to their condition
existing Immediately prior thereto, including demolition, debris removal and
upgrading required by the operation of Applicable Requirements, and without
deduction for depreciation.

     (e) "Hazardous Substance Condition" shall mean the occurrence or discovery
of a condition involving the presence of, or a contamination by, a Hazardous
Substance as defined In Paragraph 6.2(a), In, on, or under the Premises.

     9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that Is an
insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage
(but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility
installations) as soon as reasonably possible and this Lease shall continue In
full force and effect; provided, however, that Lessee shall, at Lessor's
election, make the repair of any damage or destruction the total cost to repair
of which Is $5,000 or less, and, in such event, Lessor shall make any applicable
insurance proceeds available to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, If the required insurance was not in farce or the
insurance proceeds are not sufficient to effect such repair, the Insuring Party
shall promptly contribute the shortage In proceeds as and when required to
complete said repairs. In the event, however, such shortage was due to the fact
that, by reason of the unique nature of the Improvements, full replacement cost
Insurance coverage was not commercially reasonable and available, Lessor shall
have no obligation to pay for the shortage In Insurance proceeds or to fully
restore the unique aspects of the Premises unless Lessee provides Lessor with
the funds to cover same, or adequate assurance thereof, within 10 days following
receipt of written notice of such shortage and request therefor. If Lessor
receives said funds or adequate assurance thereof within said 10 day period, the
party responsible for making the repairs shall complete them as soon as
reasonably possible and this Lease shall "remain In full force and effect. If
such funds or assurance are not received, Lessor may nevertheless elect by
written notice to Lessee within 10 days thereafter to: (1) make such restoration
and repair as is commercially reasonable with Lessor paying any shortage in
proceeds, In which case this Lease shall remain in full force and effect, or
(i1) have this Lease terminate 30 days thereafter. Lessee shall not be entitled
to reimbursement of any funds contributed by Lessee to repair any such damage or
destruction. Premises Partial Damage due to flood or earthquake shall be subject
to Paragraph 9.3, notwithstanding that there may be some Insurance coverage, but
the net proceeds of any such Insurance shall be made available for the repairs
if made by either Party.

     9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is
not an Insured Loss occurs, unless caused by a negligent or willful act of
Lessee (In which event Lessee shall make the repairs at Lessee's expense),
Lessor may either: (i) repair such damage as soon as reasonably possible at
Lessors expense, in which event this Lease shall continue in full farce and
effect, or (ii) terminate this Lease by giving written notice to Lease within 30
days after receipt by Lessor of knowledge of the occurrence of such damage. Such
termination shall be effective 60 days following the date of such notice, In the
event Lessor elects to terminate this Lease, Lessee shall have the right within
10 days after receipt of the termination notice to give written notice to Lessor
of Lessee's commitment to pay for the repair of such damage without
reimbursement from Lessor, Lessee shall provide Lessor with said funds or
satisfactory assurance thereof within 30 days after making such commitment. In
such event this Lease shall continue In full force and effect; and Lessor shall
proceed to make such repairs as soon as reasonably possible after the required
funds are available. If Lessee does not make the required commitment, this Lease
shall terminate as of the date specified in the termination notice.

     9.4 Total Destruction. Notwithstanding any other provision hereof, if a
Premises Total Destruction occurs, this Lease shall terminate 60 days following
such Destruction. If the damage or destruction was caused by the gross
negligence or willful misconduct of Lessee, Lessor shall have the right to
recover Lessor's damages from Lessee, except as provided In Paragraph 8,6.


                                      14




     9.5 Damage Near End of Term. If at any time during the last 6 months of
this Lease there Is damage for which the cost to repair exceeds one month's Base
Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective
60 days following the date of occurrence of such damage by giving a written
termination notice to Lessee within 30 days after the date of occurrence of such
damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable
option to extend this Lease or to purchase the Premises, then Lessee may
preserve this Lease by, (a) exercising such option and (b) providing Lessor with
any shortage in insurance proceeds (or adequate assurance thereof needed to
make the repairs on or before the earlier of (i) the date which Is 10 days after
Lessee's receipt of Lessor's written notice purporting to terminate this Lease,
or (ii) the day prior to the date upon which such option expires. If Lessee duly
exercises such option during such period and provides Lessor with funds (or
adequate assurance thereof) to cover any shortage In insurance proceeds, Lessor
shall, at Lessor's commercially reasonable expense, repair such damage as soon
as reasonably possible and this Lease shall continue In full force and effect,
if Lessee falls to exercise such option and provide such funds or assurance
during such period, then this Lease shall terminate on the date specified In the
termination notice and Lessee's option shall be extinguished.

     9.6 Abatement of Rent; Lessee's Remedies.

     (a) Abatement. In the event of Premises Partial Damage or Premises Total
Destruction or a Hazardous Substance Condition for which Lessee Is not
responsible under this Lease, the Rent payable by Lessee for the period required
for the repair, remediation or restoration of such damage shall be abated In
proportion to the degree to which Lessee's use of the Premises Is impaired, but
not to exceed the proceeds received from the Rental Value Insurance. All other
obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall
have no liability for any such damage, destruction, remediation, repair or
restoration except as provided herein.

     (b) Remedies. If Lessor shall be obligated to repair or restore the
Premises and does not commence, In a substantial and meaningful way, such repair
or restoration within 90 days after such obligation shall accrue, Lessee may, at
any lime prior to the commencement of such repair or restoration, give written
notice to Lessor and to any Lenders of which Lessee has actual notice, of
Lessee's election to terminate this Lease on a date not less than 60 days
following the giving of such notice. If Lessee gives such notice and such repair
or restoration is not commenced within 30 days thereafter, this Lease shall
terminate as of the date specified in said notice. If the repair or
restoration is commenced within such 34 days, this Lease shall continue In full
force and affect. "Commence" shall mean either the unconditional authorization
of the preparation of the required plans, or the beginning of the actual work on
the Premises, whichever first occurs.

     9.7 Termination; Advance Payments. Upon termination of this Lease pursuant
to Paragraph 8.2(g) or Paragraph 9, an equitable adjustment shall be made
concerning advance Base Rent and any other advance payments made by Lessee to
Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security
Deposit as has not been, or Is not then required to be, used by Lessor.

     9.8 Waive Statutes. Lessor and Lessee agree that the terms of this Lease
shall govern the effect of any damage to or destruction of e Premises with
respect to the termination of this Lease and hereby waive the provisions of any
present or future statute to the extent inconsistent herewith.

10. Real Property Taxes.

     10.1 Definition. As used herein, the term "Real Property Taxes" shall
include any form of assessment; real estate, general, special, ordinary or
extraordinary, or rental levy or tax (other than inheritance, personal income or
estate taxes); Improvement bond; and/or license fee Imposed upon or levied
against any legal or equitable Interest of Lessor in the Project, Lessor's right
to other income therefrom, and/or Lessor's business of leasing, by any authority
having the direct or Indirect power to tax and where the funds are generated
with reference to the Project address and where the proceeds so generated are to
be applied by the city, county or other local taxing authority of a jurisdiction
within which the Project Is located. The term "Real Property Taxes" shall also
include any tax, fee, levy, assessment or charge, or any Increase therein,
Imposed by reason of events occurring during the term of this Lease, Including
but not limited to, a change in the ownership of the Project or any portion
thereof or a change in the Improvements thereon. In calculating Real Property
Taxes for any calendar year, the Real Property Taxes for any real estate tax
year shall be included in the calculation of Real Property Taxes for such
calendar year based upon the number of days which such calendar year and tax
year have in common.

                                      15




     10.2 Payment of Taxes. Lessor shall pay the Real Property Taxes applicable
to the Project, and except as otherwise provided in Paragraph 10.3, any such
amounts shall be Included in the calculation of Common Area Operating Expenses
in accordance with the provisions of Paragraph 4.2.

     10.3 Additional Improvements. Common Area Operating Expenses shall not
include Real Property Taxes specified in the tax assessor's records and work
sheets as being caused by additional improvements placed upon the Project by
other lessees or by Lessor for the exclusive enjoyment of such other lessees.
Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at
the time Common Area Operating Expenses are payable under Paragraph 4.2, the
entirely of any increase in Real Property Taxes if assessed solely by reason of
Alterations, Trade Fixtures or Utility Installations placed upon the Premises by
Lessee or at Lessee's request.

     10.4 Joint Assessment. If the Building is not separately assessed, Real
Property Taxes allocated to the Building shall be an equitable proportion of the
Real Property Taxes for all of the land and Improvements Included within the tax
parcel assessed, such proportion to be determined by Lessor from the respective
valuations assigned in the assessor's work sheets or such other Information as
may be reasonably available. Lessor's reasonable determination thereof, in good
faith, shall be conclusive.

     10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee Owned Alterations and Utility
installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained In the Premises. When possible, Lessee shall cause Its
Lessee Owned Alterations and Utility installations, Trade Fixtures, furnishings,
equipment and all other personal property to be assessed and billed separately
from the real properly of Lessor. If any of Lessee's said property shall be
assessed with Lessor's real property, Lessee shall pay Lessor the taxes
attributable to Lessee's property within 10 days after receipt of a written
statement setting forth the taxes applicable to Lessee's property.

11. Utilities. Lessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon. Notwithstanding the provisions of
Paragraph 4,2, If at any time In Lessons sole judgment, Lessor determines that
Lessee is using a disproportionate amount of water, electricity or other
commonly metered utilities, or that Lessee is generating such a large volume of
trash as to require an Increase In the size of the dumpster and/or an Increase
In the number of times per month that the dumpster is emptied, then Lessor may
Increase Lessee's Base Rent by an amount equal to such Increased costs.

12. Assignment and Subletting.

     12.1 Lessor's Consent Required.

     (a) Lessee shall not voluntarily or by operation of law assign, transfer,
mortgage or encumber (collectively, "assign or assignment") or sublet all or any
part of Lessee's Interest in this Lease or in the Premises without Lessor's
prior written consent.

     (b) A change in the control of Lessee shall constitute an assignment
requiring consent. The transfer, on a cumulative basis, of 28% or more of the
voting control of Lessee shall constitute a change in control for this purpose.

     (c) The involvement of Lessee or its assets In any transaction, or series
of transactions (by way of merger, sale, acquisition, financing, transfer,
leverage8 buy-out or otherwise), whether or not a formal assignment or
hypothecation of this Lease or Lessee's assets occurs, which results or will
result in a reduction of the Net Worth of Lessee by an amount greater than 25%
of such Net Worth as It was represented at the time of the execution of this
Lease or at the time of the most recent assignment to which Lessor has
consented, or as it exists immediately prior to said transaction or transactions
constituting such reduction, whichever was or Is greater, shall be considered an
assignment of this Lease, to which Lessor may withhold Its consent. "Net Worth
of Lessee" shall mean the net worth of Lessee (excluding any guarantors)
established under generally accepted accounting principles.

                                      16




     (d) An assignment or subletting without consent shall, at Lessor's option,
be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach
without the necessity of any notice and grace period. If Lessor elects to treat
such unapproved assignment or subletting as a noncurable Breach, Lessor may
either: (I) terminate this Lease, or (ii) upon 30 days written notice, increase
the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the
event of such Breach and rental adjustment, (i) the purchase price of any option
to purchase the Premises held by Lessee shall be subject to similar adjustment
to 110% of the price previously in effect, and (ii) all fixed and non-fixed
rental adjustments scheduled during the remainder of the Lease term shall be
increased to 110% of the scheduled adjusted rent.

     (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be
limited to compensatory damages and/or injunctive relief.

     12.2 Terms and Conditions Applicable to Assignment and Subletting.

     (a) Regardless of Lessor's consent, no assignment or subletting shall: (i)
be effective without the express written assumption by such assignee or
sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of
any obligations hereunder, or (iii) alter the primary liability of Lessee for
the payment of Rent or for the performance of any other obligations to be
performed by Lessee.

     (b) Lessor may accept Rent or performance of Lessee's obligations from any
person other than Lessee pending approval or disapproval of an assignment.
Neither a delay in the approval or disapproval of such assignment nor the
acceptance of Rent or performance shall constitute a waiver or estoppel of
Lessor's right to exercise its remedies for Lessee's Default or Breach.

     (c) Lessor's consent to any assignment or subletting shall not constitute a
consent to any subsequent assignment or subletting.

     (d) in the event of any Default or Breach by Lessee, Lessor may proceed
directly against Lessee, any Guarantors or anyone else responsible for the
performance of Lessee's obligations under this Lease, including any assignee or
sublessee, without first exhausting Lessor's remedies against any other person
or entity responsible therefore to Lessor, or any security held by Lessor.

     (e) Each request for consent to an assignment or subletting shall be in
writing, accompanied by information relevant to Lessor's determination as to the
financial and operational responsibility and appropriateness of the proposed
assignee or sublessee, including but not limited to the intended use and/or
required modification of the Premises, if any, together with a fee of $1,000 or
10% of the current monthly Base Rent applicable to the portion of the Premises
which Is the subject of the proposed assignment or sublease, whichever is
greater, as consideration for Lessor's considering and processing said request.
Lessee agrees to provide Lessor with such other or additional Information and/or
documentation as may be reasonably requested.

     (f) Any assignee of, or sublessee under, this Lease shall, by reason of
accepting such assignment or entering Into such sublease, be deemed to have
assumed and agreed to conform and comply with each and every term, covenant,
condition and obligation herein to be observed or performed by Lessee during the
term of said assignment. or sublease, other than such obligations as are
contrary to or inconsistent with provisions of an assignment or sublease to
which Lessor has specifically consented to in writing.

     (g) Lessor's consent to any assignment or subletting shall not transfer to
the assignee or sublessee any Option granted to the original Lessee by this
Lease unless such transfer is specifically consented to by Lessor In writing.
(See Paragraph 39.2)

     12.3 Additional Terms and Conditions Applicable to Subletting. The
following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under
this Lease whether or not expressly Incorporated therein:


                                      17




     (a) Lessee hereby assigns and transfers to Lessor all of Lessee's Interest
in all Rent payable on any sublease, and Lessor may collect such Rent and apply
some toward Lessee's obligations under this Lease; provided, however, that until
a Breach shall occur In the performance of Lessee's obligations, Lessee may
collect said Rent, Lessor shall not, by reason of the foregoing or any
assignment of such sublease, nor by reason of the collection of Rent, be deemed
liable to the sublessee for any failure of Lessee to perform and comply with any
of Lessee's obligations to such sublessee, Lessee hereby Irrevocably authorizes
and directs any such sublessee, upon receipt of a written notice from Lessor
stating that a Breach exists in the performance of Lessee's obligations under
this Lease, to pay to Lessor all Rent due and to become due under the sublease.
Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to
Lessor without any obligation or right to Inquire as to whether such Breach
exists, notwithstanding any claim from Lessee to the contrary.

     (b) In the event of a Breach by Lessee, Lessor may, at its option, require
sublessee to attorn to Lessor, In which event Lessor shall undertake the
obligations of the sublessor under such sublease from the time of the exercise
of said option to the expiration of such sublease; provided, however, Lessor
shall not be liable for any prepaid rents or security deposit paid by such
sublessee to such sublessor or for any prior Defaults or Breaches of such
sublessor.

     (c) Any matter requiring the consent of the sublessor under a sublease
shall also require the consent of Lessor.

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

     (e) Lessor shall deliver a copy of any notice of Default or Breach by
Lessee to the sublessee, who shall have the right to cure the Default of Lessee
within the grace period, If any, specified In such notice. The sublessee shall
have a right of reimbursement and offset from and against Lessee for any such
Defaults cured by the sublessee.

13. Default; Breach; Remedies.

     13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to
comply with or perform any of the terms, covenants, conditions or Rules and
Regulations under this Lease. A "Breach" is defined as the occurrence of one or
more of the following Defaults, and the failure of Lessee to cure such Default
within any applicable grace period:

     (a) The abandonment of the Premises; or the vacating of the Premises
without providing a commercially reasonable level of security, or where the
coverage of the property insurance described In Paragraph 8.3 is jeopardized as
a result thereof, or without providing reasonable assurances to minimize
potential vandalism.

     (b) The failure of Lessee to make any payment of Rent or any Security
Deposit required to be made by Lessee(,) hereunder, whether to Lessor or to a
third party, when due, to provide reasonable evidence of Insurance or
surety bond, or to fulfill any obligation under this Lease which endangers or
threatens life or property, where such failure continues for a period of 3
business days following written notice to Lessee.

     (c) The failure by Lessee to provide (i) reasonable written evidence of
compliance with Applicable Requirements, (ii) the service contracts, (iii) the
rescission of an unauthorized assignment or subletting, (iv) an Estoppel
Certificate, (v) a requested subordination, (vi) evidence concerning any
guaranty and/or Guarantor, (vii) any document requested under Paragraph 41
(easements), or (viii) any other documentation or Information which Lessor may
reasonably require of Lessee under the terms of this Lease, where any such
failure continues for a period of 10 days following written notice to Lessee.

     (d) A Default by Lessee as to the terms, covenants, conditions or
provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof,
other than those described in subparagraphs 13.1(a), (b) or (c), above, where
such Default continues for a period of 30 days after written notice; provided,
however, that If the nature of Lessee's Default is such that more than 30 days
are reasonably required for its cure, then it shall not be deemed to be a Breach
if Lessee commences such cure within said 30 day period and thereafter
diligently prosecutes such cure to completion.


                                      18




     (e) The occurrence of any of the following events: (i) the making of any
general arrangement or assignment for the benefit of creditors; (ii) becoming a
"debtor" as defined in 11 U.S.C. ss.101 or any successor statute thereto
(unless, In the case of a petition flied against Lessee, the same Is dismissed
within 60 days); (iii) the appointment of a trustee or receiver to take
possession of substantially all of Lessee's assets located at the Premises or of
Lessee's interest in this Lease, where possession Is not restored to Lessee
within 30 days; or (iv) the attachment, execution or other Judicial seizure of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where such seizure Is not discharged within 30 days;
provided, however, In the event that any provision of this subparagraph (e) is
contrary to any applicable law, such provision shall be of no force or effect,
and not affect the validity of the remaining provisions.

     (f) The discovery that any financial statement of Lessee or of any
Guarantor given to Lessor was materially false.

     (g) If the performance of Lessee's obligations under this Lease is
guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor's
liability with respect to this Lease other than in accordance with the terms of
such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a
bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a
Guarantor's breach of its guaranty obligation on an anticipatory basis, and
Lessee's failure, within 60 days following written notice of any such event, to
provide written alternative assurance or security, which, when coupled with the
then existing resources of Lessee, equals or exceeds the combined financial
resources of Lessee and the Guarantors that existed at the time of execution of
this Lease.

     13.2 Remedies. If Lessee falls to perform any of Its affirmative duties or
obligations, within 10 days after written notice (or In case of an emergency,
without-notice), Lessor may, at Its option, perform such duty or obligation on
Lessee's behalf, including but not limited to the obtaining of reasonably
required bonds, insurance policies, or governmental licenses, permits or
approvals, The costs and expenses of any such performance by Lessor shall be due
and payable by Lessee upon receipt of invoice therefor. If any check given to
Lessor by Lessee shall not be honored by the bank upon which It Is drawn,
Lessor, at Its option, may require all future payments to be made by Lessee to
be by cashier's check. in the event of a Breach, Lessor may, with or without
further notice or demand, and without limiting Lessor In the exercise of any
right or remedy which Lessor may have by reason of such Breach;

     (a) Terminate Lessee's right to possession of the Premises by any lawful
means, in which case this Lease shall terminate and Lessee shall immediately
surrender possession to Lessor. In such event Lessor shall be entitled to
recover from Lessee: (i) the unpaid Rent which had been. earned at the lime of
termination; (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 the Lessee proves could have
been reasonably avoided; (iii) the worth at the time of award of the amount by
which the unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss that the Lessee proves could be
reasonably avoided; and (iv) any other amount necessary to compensate Lessor for
all the detriment proximately caused by the Lessor's failure to perform its
obligations under this Lease or which in the ordinary course of things would be
likely to result therefrom, including but not limited to the cost of recovering
possession of the Premises, expenses of reletting, Including necessary
renovation and alteration of the Premises, reasonable attorneys' fees, and that
portion of any leasing commission paid by Lessor in connection with this Lease
applicable to the unexpired term of this Lease. The worth at the time of award
of the amount referred to In provision (iii) of the immediately preceding
sentence shall be computed by discounting such amount at the discount rate of
the Federal Reserve Bank of the District within which the Premises are located
at the time of award plus one percent. Efforts by Lessor to mitigate damages
caused by Lessee's Breach of this Lease shall not waive Lessor's right to
recover damages under Paragraph 12. If termination of this Lease is obtained
through the provisional remedy of unlawful detainer, Lessor shall have the right
to recover In such proceeding any unpaid Rent and damages as are recoverable
therein, or Lessor may reserve the right to recover all or any part thereof in a
separate suit. if a notice and grace period required under Paragraph 13.1 was
not previously given, a notice to pay rent or quit, or to perform or quit given
to Lessee under the unlawful detainer statute shall also constitute the notice
required by Paragraph 13.1. In such case, the applicable grace period required
by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and
the failure of Lessee to cure the Default within the greater of the two such
grace periods shall constitute both an unlawful detainer and a Breach of this
Lease entitling Lessor to the -remedies provided for In this Lease and/or by
said statute.

                                      19




     (b) Continue the Lease and Lessee's right to possession and recover the
Rent as it becomes due, in which event Lessee may sublet or assign, subject only
to reasonable limitations. Acts of maintenance, efforts to relate, and/or the
appointment of a receiver to protect the Lessor's interests, shall not
constitute a termination of the Lessee's right to possession.

     (c) Pursue any other remedy now or hereafter available under the laws or
judicial decisions of the state wherein the Premises are located. The expiration
or termination of this Lease and/or the termination of Lessee's right to
possession shall not relieve Lessee from liability under any Indemnity
provisions of this Lease as to matters occurring or accruing during the term
hereof or by reason of Lessee's occupancy of the Premises.

     13.3 Inducement Recapture. Any agreement for free or abated rent or other
charges, or for the giving or paying by Lessor to or for Lessee of any cash or
other bonus, Inducement or consideration for Lessee's entering into this Lease,
all of which concessions are hereinafter referred to as "inducement Provisions",
shall be deemed conditioned upon Lessee's full and faithful performance of all
of the terms, covenants and conditions of this Lease, Upon Breach of this Lease
by Lessee, any such Inducement Provision shall automatically be deemed deleted
from this Lease and of no further force or effect, and any rent, other charge,
bonus, Inducement or consideration theretofore abated, given or paid by Lessor
under such an inducement Provision shall be Immediately due and payable by
Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee.
The acceptance by Lessor of rent or the cure of the Breach which Initiated the
operation of this paragraph shall not be deemed a waiver by Lessor of the
provisions of this paragraph unless specifically so stated in writing by Lessor
at the time of such acceptance.

     13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee
of Rent wilt cause Lessor to incur costs not contemplated by this Lease, the
exact amount of which will be extremely difficult to ascertain. Such costs
include, but are not limited to, processing and accounting charges, and late
charges which may be imposed upon Lessor by any Lender. Accordingly, If any Rent
shall not be received by Lessor within 5 days after such amount shall be due,
then, without any requirement for notice to Lessee, Lessee shall pay to Lessor a
one-time late charge equal to 10% of each such overdue amount or $100, whichever
Is greater. The parties hereby agree that such late charge represents a fair and
reasonable estimate of the costs Lessor will incur by reason of such late
payment. Acceptance of such late charge by Lessor shall in no event constitute a
waiver of Lessee's Default or Breach with respect to such overdue amount, nor
prevent the exercise of any of the other rights and remedies granted hereunder.
In the event that a late charge is payable hereunder, whether or not collected,
for 3 consecutive Installments of Base Rent, then notwithstanding any provision
of this Lease to the contrary, Base Rent shall, at Lessor's option, become due
and payable quarterly in advance.

     13.5 Interest. Any monetary payment due Lessor hereunder, other than late
charges, not received by Lessor, when due as to scheduled payments (such as Base
Rent) or within 30 days following the date on which it was due for non-scheduled
payment, shall bear interest from the date when due, as to scheduled payments,
or the 31st day after It was due as to non-scheduled payments. The interest
("Interest") charged shall be equal to the prime rate reported In the Wall
Street Journal as published closest prior to the date when due plus 4%, but
shall not exceed the maximum rate allowed by law. Interest Is payable in
addition to the potential late charge provided for In Paragraph 13.4.

     13.5 Breach by Lessor.

     (a) Notice of Breach. Lessor shall not be deemed In breach of this Lease
unless Lessor falls within a reasonable time to perform an obligation required
to be performed by Lessor. For purposes of this Paragraph, a reasonable time
shall In no event be less than 30 days after receipt by Lessor, and any Lender
whose name and address shall have been furnished Lessee in writing for such
purpose, of written notice specifying wherein such obligation of Lessor has not
been performed; provided, however, that if the nature of Lessor's obligation is
such that more than '30 days are reasonably required for its performance, then
Lessor shall not be in breach If performance 1s commenced within such 30 day
period and thereafter diligently pursued to completion.

     (b) Performance by Lessee on Behalf of Lessor. In the event that neither
Lessor nor Lender cures said breach within 30 days after receipt of said notice,
or if having commenced said cure they do not diligently pursue It to completion,
then Lessee may elect to cure said breach at Lessee's expense and offset from
Rent an amount equal to the greater of one month's Base Rent or the Security
Deposit, and to pay an excess of such expense under protest, reserving Lessee's
right to reimbursement from Lessor. Lessee shall document the cost of said cure
and supply said documentation to Lessor.

                                      20




14. Condemnation. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(collectively "Condemnation"), this Lease shall terminate as to the part taken
as of the date the condemning authority takes title or possession, whichever
first occurs. If more than 10% of the floor area of the Unit, or more than 25%
of Lessee's Reserved Parking Spaces, Is taken by Condemnation, Lessee may, at
Lessee's option, to be exercised In writing within 10 days after Lessor shall
have given Lessee written notice of such taking (or In the absence of such
notice, within 10 days after the condemning authority shall have taken
possession) terminate this Lease as of the date the condemning authority takes
such possession, If Lessee does not terminate this Lease In accordance with the
foregoing, this Lease shall remain In full force and effect as to the portion of
the Premises remaining, except that the Base Rent shall be reduced In proportion
to the reduction In utility of the Premises caused by such Condemnation.
Condemnation awards and/or payments shall be the property of Lessor, whether
such award shall be made as compensation for diminution in value of the
leasehold, the value of the part taken, or for severance damages; provided,
however, that Lessee shall be entitled to any compensation for Lessee's
relocation expenses, loss of business goodwill and/or Trade Fixtures, without
regard to whether or not this Lease Is terminated pursuant to the provisions of
this Paragraph. All Alterations and Utility installations made to the Premises
by Lessee, for purposes of Condemnation only, shall be considered the property
of the Lessee and Lessee shall be entitled to any and all compensation which is
payable therefor. In the event that this Lease is not terminated by reason of
the Condemnation, Lessor shall repair any damage to the Promises caused by such
Condemnation.

15. Brokerage Fees.

     15.1 Additional Commission. In addition to the payments owed pursuant to
Paragraph 1.10 above, and unless Lessor and the Brokers otherwise agree In
writing, Lessor agrees that: (a) If Lessee exercises any Option, (b) if Lessee
acquires from Lessor any rights to the Premises or other premises owned by
Lessor and located within the Project, (c) if Lessee remains In possession of
the. Premises, with the consent of Lessor, after the expiration of this Lease,
or (d) If Base Rent is increased, whether by agreement or operation of an
escalation clause herein, then, Lessor shall pay Brokers a fee in accordance
with the schedule of the Broilers in effect at the time of the execution of this
Lease.

     15.2 Assumption of Obligations. Any buyer or transferee of Lessor's
interest in this Lease shall be deemed to have assumed Lessor's obligation
hereunder. Brokers shall be third party beneficiaries of the provisions of
Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts
due as and for brokerage fees pertaining to this Lease when due, then such
amounts shall accrue interest. In addition, If Lessor fails to pay any amounts
to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor
and Lessee of such failure and If Lessor fails to pay such amounts within 10
days after said notice, Lessee shall pay said monies to its Broker and offset
such amounts against Rent. in addition, Lessee's Broker shall be deemed to be a
third party beneficiary of any commission agreement entered Into by and/or
between Lessor and Lessor's Broker for the limited purpose of collecting any
brokerage fee owed.

     15.3 Representations and Indemnities of Broker Relationships. Lessee and
Lessor each represent and warrant to the other that it has had no dealings with
any person, firm, broker or finder (other than the Brokers, If any) In
connection with this Lease, and that no one other than said named Brokers is
entitled to any commission or finder's fee in connection herewith. Lessee and
Lessor do each hereby agree to Indemnify, protect, defend and hold the other
harmless from and against liability for compensation or charges which may be
claimed by any such unnamed broker, finder or other similar parry by reason of
any dealings or actions of the Indemnifying Party, including any costs,
expenses, attorneys' fees reasonably incurred with respect thereto.

16. Estoppel Certificates.

     (a) Each Party (as "Responding Party") shall within 10 days after written
notice from the other Party (the "Requesting Party") execute, acknowledge and
deliver to the Requesting Party a statement In writing in form similar to the
then most current "Estoppel Certificate" form published by the AIR Commercial
Real Estate Association, plus such additional information, confirmation and/or
statements as may be reasonably requested by the Requesting Party.

                                      21




     (b) If the Responding Parry shall fall to execute or deliver the Estoppel
Certificate within such 10 day period, the Requesting Party may execute an
Estoppel Certificate stating that: (i) the Lease Is in full force and effect
without modification except as may be represented by the Requesting Party, (ii)
there are no uncured defaults In the Requesting Party's performance, and (iii)
if Lessor is the Requesting Party, not more than one month's rent has been paid
in advance. Prospective purchasers and encumbrances may rely upon the Requesting
Party's Estoppel Certificate, and the Responding Party shall be estopped from
denying the truth of the facts contained in said Certificate.

     (c) If Lessor desires to finance, refinance, or sell the Premises, or any
part thereof, Lessee and all Guarantors shall deliver to any potential lender or
purchaser designated by Lessor such financial statements as may be reasonably
required by such lender or purchaser, Including but not limited to Lessee's
financial statements for the past 3 years. All such financial statements shall
be received by Lessor and such lender or purchaser In confidence and shall be
used only, for the purposes herein set forth.

17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner
or owners at the time in question of the fee title to the Premises, or, if this
is a sublease, of the Lessee's Interest In the prior lease. In the event of a
transfer of Lessor's title or interest In the Premises or this Lease, Lessor
shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor. Except as provided In Paragraph 15, upon such
transfer or assignment and delivery of the Security Deposit, as aforesaid, the
prior Lessor shall be relieved of all liability with respect to the obligations
and/or covenants under this Lease thereafter to be performed by the Lessor.
Subject to the foregoing, the obligations and/or covenants In this Lease to be
performed by the Lessor shall be binding only upon the Lessor as hereinabove
defined. Notwithstanding the above, and subject to the provisions of Paragraph
20 below, the original Lessor under this Lease, and all subsequent holders of
the Lessor's Interest In this Lease shall remain liable and responsible with
regard to the potential duties and liabilities of Lessor pertaining to Hazardous
Substances as outlined in Paragraph 6.2 above.

18. Severabillty. The invalidity of any provision of this Lease, as determined
by a court of competent jurisdiction, shall In no way affect the validity of any
other provision hereof.

19 Days. Unless otherwise specifically Indicated to the contrary, the word
"days" as used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability. Subject to the provisions of -Paragraph 17 above,
the obligations of Lessor under this Lease shall not constitute personal
obligations of Lessor, the Individual partners of Lessor or its or their
Individual partners, directors, officers or shareholders, and Lessee shall look
to the Premises, and to no other assets of Lessor, for the satisfaction of any
liability of Lessor with respect to this Lease, and shall not seek recourse
against the Individual partners of Lessor, or its or their Individual partners,
directors, officers or shareholders, or any of their personal assets for such
satisfaction.

21. Time of Essence. Time Is of the essence with respect to the performance of
all obligations to be performed or observed by the Parties under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all
agreements between the Parties with respect to any matter mentioned herein, and
no other prior or contemporaneous agreement or understanding shall be effective.
Lessor and Lessee each represents and warrants to the Brokers that It has made,
and is relying solely upon, its own investigation as to the nature, quality,
character and financial responsibility of the other Party to this Lease and as
to the use, nature, quality and character of the Premises. Brokers have no
responsibility with respect thereto or with respect to any default or breach
hereof by either Party. The liability (including court costs and attorneys'
fees), of any Broker with respect to negotiation, execution, delivery or
performance by either Lessor or Lessee under this Lease or any amendment or
modification hereto shall be limited to an amount up to the fee received by such
Broker pursuant to this Lease; provided, however, that the foregoing limitation
on each Broker's liability shall not be applicable to any gross negligence or
willful misconduct of such Broker.


                                      22




23. Notices.

     23.1 Notice Requirements. All notices required or permitted by this Lease
or applicable law shelf be In writing and may be delivered in person (by hand or
by courier) or may be sent by regular, certified or registered mall or U.S.
Postal Service Express Mall, with postage prepaid, or by facsimile transmission,
and shall be deemed sufficiently given if served In a manner specified in this
Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease
shall be that Party's address for delivery or mailing of notices. Either Party
may by written notice to the other specify a different address for notice,
except that upon Lessee's taking possession of the Premises, the Premises shall
constitute Lessee's address for notice. A copy of all notices to Lessor shall be
concurrently transmitted to such party or parties at such addresses as Lessor
may from time to time hereafter designate in writing.

     23.2 Date of Notice, Any notice sent by registered or certified mail,
return receipt requested, shall be deemed given on the date of delivery shown on
the receipt card, or If no delivery date Is shown, the postmark thereon. If sent
by regular mail the notice shall be deemed given 48 hours after the same Is
addressed as required herein and malted with postage prepaid, Notices delivered
by United States Express Mall or overnight courier that guarantee next day
delivery shall be deemed given 24 hours after delivery of the same to the Postal
Service or courier. Notices transmitted by facsimlle transmission or similar
means shall be, deemed delivered upon telephone confirmation of receipt
(confirmation report from fax machine Is sufficient), provided a copy Is also
delivered via delivery or mail. If notice Is received on a Saturday, Sunday or
legal holiday, it shall be deemed received on the next business day.

24. Waivers. No waiver by Lessor of Default or Breach of any term, covenant
or condition hereof by Lessee, shall be deemed a waiver of any other term,
covenant or condition hereof, or of any subsequent Default or Breach by Lessee
of the same or of any other term, covenant or condition hereof. Lassoes consent
to, or approval of, any act shall not be deemed to render unnecessary the
obtaining of Lessor's consent to, or approval of, any subsequent or similar act
by Lessee, or be construed as the basis of an estoppel to enforce the provision
or provisions of this Lease requiring such consent. The acceptance of Rent by
Lessor shall not be a waiver of any Default or Breach by Lessee, Any payment by
Lessee may be accepted by Lessor on account of moneys or damages due Lessor,
notwithstanding any qualifying statements or conditions made by Lessee in
connection therewith, which such statements and/or conditions shall be of no
force or effect whatsoever unless specifically agreed to in writing by Lessor at
or before the time of deposit of such payment.

25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.

     (a) When entering Into a discussion with a real estate agent regarding a
real estate transaction, a Lessor or Lessee should from the outset understand
what type of agency relationship or representation It has with the agent or
agents In the transaction, Lessor and Lessee acknowledge being advised by the
Brokers In this transaction, as follows.

     (i) Lessor's Agent. A Lessor's agent under a listing agreement with the
Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has
the following affirmative obligations: To the Lessor. A fiduciary duty of utmost
care, Integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee
and the Lessor. (a) Diligent exercise of reasonable skills and care In
performance of the agent's duties. (b) A duty of honest and fair dealing and
good faith. (c) A duty to disclose all facts known to the agent materially
affecting the value or desirability of the property that are not known to, or
within the diligent attention and observation of, the Parties. An agent is not
obligated to reveal to either Party any confidential Information obtained from
the other Party which does not involve the affirmative duties set forth above.

     (ii) Lessee's Agent. An agent can agree to act as agent for the Lessee
only, in these situations, the agent is not the Lessor's agent, even if by
agreement the agent may receive compensation for services rendered, either In
full or In part from the Lessor. An agent acting only for a Lessee has the
following affirmative obligations. To the Lessee: A fiduciary duty of utmost
care, Integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee
and the Lessor. (a) Diligent exercise of reasonable skills and care In
performance of the agent's duties. (b) A duty of honest and fair dealing and
good faith, (c) A duty to disclose all facts known to the agent materially
affecting the value or desirability of the property brat are not known to, or
within the diligent attention and observation of, the Parties. An agent is not
obligated to reveal to either Party any confidential Information obtained from
the other Party which does not involve the affirmative duties set forth above.

                                      23




     (iii) Agent Representing Both Lessor and Lessee. A real estate agent,
either acting directly or through one or more associate licenses, can legally be
the agent of both the Lessor and the Lessee In a transaction, but only with the
knowledge and consent of both the Lessor and the Lessee. in a dual agency
situation, the agent has the following affirmative obligations to both the
Lessor and the Lessee: (a) A fiduciary duty of utmost care, Integrity, honesty
and loyalty in the dealings with either Lessor or the Lessee. (b) Other duties
to the Lessor and the Lessee as stated above In subparagraphs (i) or (ii). In
representing both Lessor and Lessee, the agent may not without the express
permission of the respective Party, disclose to the other Party that the Lessor
will accept rent In an amount less than that Indicated in the listing or that
the Lessee Is willing to pay a higher rent than that offered. The above duties
of the agent In a real estate transaction do not relieve a Lessor or Lessee from
the responsibility to protect their own interests. Lessor and Lessee should
carefully read all agreements to assure that they adequately express their
understanding of the transaction. A real estate agent is a person qualified to
advise about real estate. If legal or tax advice is desired, consult a competent
professional.

     (b) Brokers have no responsibility with respect to any default or breach
hereof by either Party. The liability (including court costs and attorneys'
fees), of any Broker with respect to any breach of duty, error or omission
relating to this Lease shall not exceed the fee received by such Broker pursuant
to this Lease; provided, however, that the foregoing limitation on each Broker's
liability shall not be applicable to any gross negligence or willful misconduct
of such Broker.

     (c) Buyer and Seller agree to identify to Brokers as "Confidential" any
communication or Information given Brokers that is considered by such Party to
be confidential.

26. No Right To Holdover. Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or termination of this Lease.
In the event that Lessee holds over, then the Base Rent shall be Increased to
150% of the Base Rent applicable immediately preceding the expiration or
termination. Nothing contained herein shall be construed as consent by Lessor to
any holding over by Lessee.

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

28. Covenants and Conditions; Construction of Agreement. All provisions of this
Lease to be observed or performed by Lessee are both covenants and conditions.
In construing this Lease, all headings and titles are for the convenience or the
Parties only and shall not be considered a part of this Lease. Whenever required
by the context, the singular shall include the plural and vice versa. This Lease
shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as If both Parties had prepared it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties,
their personal representatives, successors and assigns and be governed by the
laws of the State In which the Premises are located. Any litigation between the
Parties hereto concerning this Lease shall be initiated in the county in which
the Premises are located.

30. Subordination; Attornment; Non-Disturbance.

     30.1 Subordination. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "Security Device"), now or
hereafter placed upon the Premises, to any and all advances made on the security
thereof, and to all renewals, modifications, and extensions thereof. Lessee
agrees that the holders of any such Security Devices (in this Lease together
referred to as "Lender") shall have no liability or obligation to perform any of
the obligations of Lessor under this Lease. Any Lender may elect to have this
Lease and/or any Option granted hereby superior to the lien of its Security
Device by giving written notice thereof to Lessee, whereupon this Lease and such
Options shall be deemed prior to such Security Device, notwithstanding the
relative dates of the documentation or recordation thereof.

                                      24




     30.2 Attornment. In the event that Lessor transfers title to the Premises,
or the Premises are acquired by another upon the foreclosure or termination of a
Security Device to which this Lease is subordinated (I) Lessee shall, subject to
the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and
upon request, enter Into a new lease, containing all of the terms and provisions
of this Lease, with such new owner for the remainder of the term hereof, or, at
the election of such new owner, this Lease shall automatically become a new
Lease between Lessee and such new owner, upon all of the terms and conditions
hereof, for the remainder of the term hereof, and (ii) lessor shall thereafter
be relieved of any further obligations hereunder and such new owner shall assume
all of Lessor's obligations hereunder, except that such new owner shall not: (a)
he liable for any act or omission of any prior lessor or with respect to events
occurring prior to acquisition of ownership; (b) be subject to any offsets or
defenses which Lessee might have against any prior lessor, (c) be bound by
prepayment of more than one month's rent, or (d) be liable for the return of any
security deposit paid to any prior lessor.

     30.3 Non-Disturbance. With respect to Security Devices entered into by
Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving a commercially reasonable non-disturbance
agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance
Agreement provides that Lessee's possession of the Premises, and this Lease,
including any options to extend the term hereof, will not be disturbed so long
as Lessee is not in Breach hereof and attorns to the record owner of the
Premises. Further, within 60 days after the execution of this Lease, Lessor
shall use its commercially reasonable efforts to obtain a Non-Disturbance
Agreement from the holder of any pre-existing Security Device which is secured
by the Premises, In the event that Lessor Is unable to provide the
Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's
option, directly contact Lander and attempt to negotiate for the execution and
delivery of a Non-Disturbance Agreement.

     30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be
effective without the execution of any further documents; provided, however,
that, upon written request from Lessor or a Lender In connection with a sale,
financing or refinancing of the Premises, Lessee and Lessor shall execute such
further writings as may be reasonably required to separately document any
subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31. Attorneys' Fees. if any Party or Broker brings an action or proceeding
involving the Premises whether founded in tort, contract or equity, or to
declare rights hereunder, the Prevailing Party (as hereafter defined) In any
such proceeding, action, or appeal thereon, shall be entitled to reasonable
attorneys' fees. Such fees may be awarded In the same suit or recovered in a
separate suit, whether or not such action or proceeding Is pursued to decision
or judgment. The term, "Prevailing Party" shall Include, without limitation, a
Party or Broker who substantially obtains or defeats the relief sought, as the
case may be, whether by compromise, settlement, judgment, or the abandonment by
the other Party or Broker of its claim or defense. The attorneys' fees award
shall not be computed In accordance with any court fee schedule, but shall be
such as to fully reimburse all attorneys' fees -reasonably Incurred. In
addition, Lessor shall be entitled to attorneys' fees, costs and expenses
incurred In the preparation and service of notices of Default and consultations
In connection therewith, whether or not a legal action is subsequently commenced
In connection with such Default or resulting Breach ($200 is a reasonable
minimum per occurrence for such services and consultation).

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall
have the right to enter the Premises at any time, in the case of an emergency,
and otherwise at reasonable times for the purpose of showing the same to
prospective purchasers, lenders, or tenants, and making such alterations,
repairs, improvements or additions to the Premises as Lessor may deem necessary.
All such activities shall be without abatement of rent or liability to Lessee.
Lessor may at any time place on the Premises any ordinary "For Sale" signs and
Lessor may during the last 6 months of the term hereof place on the Premises any
ordinary "For Lease" signs. Lessee may at any time place on the Premises any
ordinary "For Sublease" sign.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction
upon the Premises without Lessor's prior written consent. Lessor shall not be
obligated to exercise any standard of reasonableness in determining whether to
permit an auction.

34 Signs. Except for ordinary "For Sublease" signs which may be placed only on
the Premises, Lessee shall not place any sign upon the Project without Lessor's
prior written consent. All signs must comply with all Applicable Requirements.

                                      25




35. Termination; Merger. Unless specifically stated otherwise in writing by
Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual
termination or cancellation hereof, or a termination hereof by Lessor for Breach
by Lessee, shall automatically terminate any sublease or lesser estate in the
Premises; provided, however, that Lessor may elect to continue any one or all
existing subtenancies. Lessors failure within 10 days following any such event
to elect to the contrary by written notice to the holder of any such lesser
Interest, shall constitute Lessor's election to have such event constitute the
termination of such Interest.

36. Consents. Except as otherwise provided herein, wherever In this Lease the
consent of a Party is required to an act by or for the other Party, such consent
shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs
and expenses (including but not limited to architects', attorneys', engineers'
and other consultants' fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent, including but not limited to consents
to an assignment, a subletting or the presence or use of a Hazardous Substance,
shall be paid by Lessee upon receipt of an Invoice and supporting documentation
therefor, Lessor's consent to any act, assignment or subletting shall not
constitute an acknowledgment that no Default or Breach by Lessee of this Lease
exists, nor shall such consent be deemed a waiver of any then existing Default
or Breach, except as may be otherwise specifically stated in writing by Lessor
at the time of such consent. The failure to specify herein any particular
condition to Lessor's consent shall not preclude the imposition by Lessor at the
time of consent of such further or other conditions as are then reasonable with
reference to the particular matter for which consent is being given. In the
event that either Party disagrees wish any determination made by the other
hereunder and reasonably requests the reasons for such determination, the
determining party shall furnish its reasons in writing and in reasonable detail
within 10 business days following such request.

37. Guarantor.

     37.1 Execution. The Guarantors, if any, shall each execute a guaranty in
the form most recently published by the AIR Commercial Real Estate Association,
and each such Guarantor shall have the same obligations as Lessee under this
Lease.

     37.2 default. It shall constitute a Default of the Lessee If any Guarantor
falls or refuses, upon request to provide: (a) evidence of the execution of the
guaranty, Including the authority of the party signing on Guarantor's behalf to
obligate Guarantor, and in the case of a corporate Guarantor, a certified copy
of a resolution of Its board of directors authorizing the making of such
guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d)
written confirmation that the guaranty is still In effect.

38. Quiet Possession. Subject to payment by Lessee of the Rent and performance
of all of the covenants, conditions and provisions on Lessee's part to be
observed and performed under this Lease, Lessee shall have quiet possession and
quiet enjoyment of the Premises during the term hereof.

39. Options. If Lessee is granted an option, as defined below, then the
following provisions shall apply.

     39.1 Definition. "Option" shall mean: (a) the right to extend the term of
or renew this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (b) the right of first refusal or first offer to lease
either the Premises or other property of Lessor; (c) the right to purchase or
the right of first refusal to purchase the Premises or other property of Lessor.

     39.2 Options Personal To Original Lessee, Any Option granted to Lessee in
this Lease Is personal to the original Lessee, and cannot be assigned or
exercised by anyone other than said original Lessee and only while the original
Lessee is In full possession of the Premises and, If requested by Lessor, with
Lessee certifying that Lessee has no intention of thereafter assigning or
subletting.

     39.3 Multiple Options. in the event that Lessee has any multiple Options to
extend or renew this Lease, a later Option cannot be exercised unless the prior
Options have been validly exercised.

                                      26




     39.4 Effect of Default on Options.

     (a) Lessee shall have no right to exercise an Option: (i) during the period
commencing with the giving of any notice of Default and continuing until said
Default is cured, (ii) during the period of time any Rent is unpaid (without
regard to whether notice thereof is given Lessee), (iii) during the time Lessee
is in Breach of this Lease, or (iv) In the event that Lessee has been given 3 or
more notices of separate Default, whether or not the Defaults are cured, during
the 12 month period immediately preceding the exercise of the Option.

     (b) The period of time within which an Option may be exercised shall not be
extended or enlarged by reason of Lessee's inability to exercise an Option
because of the provisions of Paragraph 39.4(a).

     (c) An Option shall terminate and be of no further force or effect,
notwithstanding Lessee's due and timely exercise of the Option, if, after such
exercise and prior to the commencement of the extended term, (i) Lessee falls to
pay Rent for a period of 30 days after such Rent becomes due (without any
necessity of Lessor to give notice thereof), (ii) Lessor gives to Lessee 3 or
more notices of separate Default during any 12 month period, whether or not the
Defaults are cured, or (iii) If Lessee commits a Breach of this Lease.

40. Security Measures. Lessee hereby acknowledges that the Rent payable to
Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same.
Lessee assumes all responsibility for the protection of the Premises, Lessee,
its agents and invitees and their property from the acts of third parties.

41. Reservations. Lessor reserves the right: (i) to grant, without the consent
or joinder of Lessee, such easements, rights and dedications that Lessor deems
necessary, (ii) to cause the recordation of parcel maps and restrictions, and
(iii) to create and/or install new utility raceways, so long as such easements,
rights, dedications, maps, restrictions, and utility raceways do not
unreasonably Interfere with the use of the Premises by Lessee. Lessee agrees to
sign any documents reasonably requested by Lessor to effectuate such rights.

42. Performance Under Protest. If at any time a dispute shall arise as to any
amount or sum of money to be paid by one Party to the other under the provisions
hereof, the Party against whom the obligation to pay the money Is asserted shall
have the right to make payment "under protest" and such payment shall not be
regarded as a voluntary payment and there shall survive the right on the part of
said Party to Institute suit for recovery of such sum. If it shall be adjudged
that there was no legal obligation on the part of said Party to pay such sum or
any part thereof, said Party shall be entitled to recover(.) such sum or so much
thereof as it was not legally required to pay.

43. Authority. If either Party hereto Is a corporation, trust, limited liability
company, partnership, or similar entity, each individual executing this lease on
behalf of such entity represents and warrants that he or she Is duly authorized
to execute and deliver this Lease on its behalf. Each party shall, within 30
days after request, deliver to the other parry satisfactory evidence of such
authority.

44. Conflict. Any conflict between the printed provisions of this Lease and the
typewritten or handwritten provisions shall be controlled by the typewritten or
handwritten provisions.

45. Offer. Preparation of this Lease by either party or their agent and
submission of same to the other party shall not be doomed an offer to tease to
the other Party. This Lease Is not Intended to be binding until executed and
delivered by all Parties hereto.

46. Amendments, This Lease may be modified only In writing, signed by the
Parties In Interest at the time of the modification. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by a Lender in connection with the obtaining of normal financing or
refinancing of the Premises.

47. Multiple Parties. If more than one person or entity is named herein as
either Lessor or Lessee, such multiple Parties shall have joint and several
responsibility to comply with the terms of this Lease.

48. Waiver of Jury Trial. The Parties hereby waive their respective rights to
trial by jury In any action or proceeding Involving the Property or arising out
of this Agreement.

                                      27




49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation
and/or the Arbitration of all disputes between the Parties and/or Brokers
arising out of this Lease [ ] is [ ] is not attached to this Lease.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL
REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
RELATES. THE PARTIES ARE URGED TO.

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE
PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO. THE POSSIBLE
PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL
INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE
AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S
INTENDED USE.

WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE
STATE IN WHICH THE PREMISES ARE LOCATED,

The parties hereto have executed this Lease at the place and on the dates
specified above their respective signatures.

Execute at Los Angeles                  Executed at Los Angeles
On April 29, 2005                       on April __, 2005

By LESSOR:                              By LESSEE:

Patco Properties, L.P.,                 UWink, Inc.,
a California limited partnership        a Utah corporation

By: /s/ William D. Feldman              /s/ Lawrence Early
Name: William D. Feldman                Name: Lawrence Early
Title: General Partner                  Title: CFO

By:                                     By:
Name Printed:                           Name Printed:
Title:                                  Title:
Address: 12540 Beatrice #203            Address: 12536 Beatrice Street
Los Angeles, CA 9006                    Los Angeles, CA 90066

Telephone: ( )                          Telephone: ( )
Facsimile: ( )                          Facsimile: ( )
Federal ID No.                          Federal ID No.


BROKER:                                 BROKER:
Commercial Property Group, Inc.         NAI Capital Commercial

Attn: Thomas L. Walsmith                Attn: Rick Gold
Title:                                  Title:
Address: 5995 S. Sepulveda Blvd.        Address: 16001 Ventura Blvd., #200
#204
Culver City, CA 90230                   Encino, CA 91436
Telephone: (310) 390-7722 ext. 102      Telephone: (818) 905-2400
Facsimile: (310) 390-0995               Facsimile: (818-905-2425
Federal ID No.                          Federal ID:



                                      28




                                   ADDENDUM TO
                         STANDARD INDUSTRIAL/COMMERCIAL
                             MULTI-TENANT LEASE-NET
                       FOR THE PROPERTY COMMONLY KNOWN AS
                  12536 BEATRICE STREET, LOS ANGELES, CA 90066


This Addendum to Standard Industrial/Commercial Multi-Tenant Lease-Gross (the
"Addendum") is made and entered into by and between PATCO PROPERTIES, L.P., a
California limited partnership ("Lessor") and UWINK, INC., a Utah corporation
("Lessee"), as of the day and year set forth above. To the extent there are any
inconsistencies between this Addendum and the terms and provisions of the Lease
to which this Addendum is attached, the terms and provisions of this Addendum
shall control.

50. WILLIAM D. FELDMAN AS LICENSED REAL ESTATE BROKER. Lessee acknowledges that
William D. Feldman, general partner of Lessor, is a California licensed real
estate broker. William D. Feldman is a principal in William D. Feldman
Associates.

51. BASE RENT ADJUSTMENTS. Commencing on the date of the first (1st)
anniversary of the Commencement Date, the Base Rent shall be increased to
$10,506.00 and commencing on the date of the second (2nd) anniversary of the
Commencement Date, the Base Rent shall be increased to $10,821.18.
Notwithstanding anything to the contrary contained in this Lease, Lessee shall
not be required to pay an amount equal to Five Thousand One Hundred Dollars
($5,100.00) with respect to the second (2nd) and third (3rd) full months of the
Original Term.

52. DAYS. Any reference to days which appear throughout the Lease shall mean
calendar days.

53. LIMITATION OF LIABILITY. This Lease is executed by an Agent, Member,
Partner, Officer and/or Trustee of the Owner, in his capacity as such Agent,
Member, Partner, Officer and/or Trustee. By acceptance of this Lease, Lessee
agrees that, for the payment of any claim or the performance of any obligation
hereunder, recourse shall be had only in the Project, and to no other assets of
the Owner, and no Shareholder, Trustee, Member, Partner, Officer, Employee or
Agent shall be personally liable therefore.

54. HOLDING OVER. Notwithstanding anything to the contrary contained in
Paragraph 26 of the Lease, and except for the 60-Day Extension as provided
below, Lessee has no right to retain possession of the Premises or any part
thereof beyond the expiration or termination of this Lease. If Lessee holds over
after the expiration of the Lease Term or earlier termination thereof, 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 the product of (i) the Rent during the last
rental period of the Lease Term under this Lease, and (ii) three hundred percent
(300%); provided, however, notwithstanding the month-to-month tenancy, in the
event of a holdover, this Lease shall only be terminable by either party upon
thirty (30) days prior written notice. Such month-to-month tenancy shall not be
subject to proration for partial months occupied (i.e., Lessee shall be
obligated to pay for the entire calendar month even if Lessee only occupies the
Premises for only a part of such calendar month) but shall be subject to every
other term, covenant and agreement contained herein. Nothing contained in this
Paragraph 54 shall be construed as consent by Lessor to any holding over by
Lessee, and Lessor expressly reserves the right to require Lessee to surrender
possession of the Premises to Lessor in the condition and as otherwise provided
in this Lease upon the expiration or other termination of this Lease and such
holdover tenancy by Lessee shall continue until the Premises are returned by
Lessee to the condition required by the Lease. The provisions of this Paragraph
54 shall not be deemed to limit or constitute a waiver of any other rights or
remedies of Lessor provided herein or at law. Lessee acknowledges that if Lessee
holds over without Lessor's consent, such holding over may compromise or
otherwise affect Lessor's ability to enter into new leases with prospective
Lessees regarding the Premises. Therefore, if Lessee fails to surrender the
Premises upon the termination or expiration of this Lease, in addition to the
increased rent above and in addition to any other liabilities to Lessor accruing
therefrom, Lessee shall protect, defend, indemnify and hold Lessor 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 lessee founded upon such failure to surrender
the Premises in the condition required by this Lease, any amounts required to be
paid to any lessee or prospective lessee who was to have occupied the Premises
after said termination or expiration, and any losses suffered by Lessor,
including lost profits to Lessor, resulting from such failure to surrender.

                                      28




          ----------------------                  -----------------------
            LESSEE'S INITIALS                        LESSOR'S INITIALS

60-DAY EXTENSION. Lessee shall have one (1) option to extend the term  for a
period of sixty (60) days upon the same terms and conditions as this Lease,
including the then monthly Base Rent rate, notwithstanding anything to the
contrary set forth in this Lease. The 60-day option may be exercised by Lessee,
if at all, by delivering written notice thereof ("Exercise Notice") to Lessor
not less than ninety (90) days prior to the Expiration Date. If Lessee fails to
deliver its Exercise Notice to Lessor on or before the date occurring ninety
(90) days prior to the Expiration Date, then Lessee shall be deemed to have
elected to not exercise the 60-day option set forth in this Paragraph and the
holdover provisions of this Paragraph shall apply on the expiration date.

55. SECURITY DEPOSIT. Notwithstanding anything to the contrary contained in the
Lease, Lessee hereby waives the provisions of Paragraph 1950.7 of the California
Civil Code and all other provisions of law, now or hereafter in effect, which
provide that Lessor may claim from a security deposit only those sums reasonably
necessary to remedy defaults in the payment of rent, to repair damage caused by
Lessee or to clean the Premises, it being agreed that Lessor may, in addition,
claim those sums reasonably necessary to compensate Lessor for any other loss or
damage, foreseeable or unforeseeable, caused by the acts or omissions of Lessee
or any officer, employee, agent, contractor or invitee of Lessee.
Notwithstanding anything to the contrary contained in this Lease, Lessee
acknowledges that no portion of the Security Deposit shall be used for the last
month's Base Rent but shall be security for Lessee's faithful and timely
performance of the terms and provisions of the Lease. If Lessee fails to timely
pay the last month's Base Rent on or prior to the first of such month, then
Lessee hereby agrees (i) that such failure shall accelerate the expiration date
of the Lease by one month, (ii) that Lessee shall be deemed to be holding over
under the Lease during what otherwise would have been the last month of the
Lease Term and (iii) that Lessee shall be subject to the provisions of Paragraph
54 above commencing during what otherwise would have been the last month of the
Lease Term and continuing thereafter.

56. ASSIGNMENT AND SUBLETTING TO AN AFFILIATE. Notwithstanding anything to the
contrary contained in this Lease, neither (i) an assignment or subletting of all
or a portion of the Premises to (A) an entity which is controlled by, controls
or is under common control with Lessee, or (B) a purchaser of all or
substantially all of the assets of Lessee, nor (ii) a transfer, by operation of
law or otherwise, in connection with the merger, consolidation or other
reorganization of Lessee (collectively, such entities, purchasers, and parties
shall be referred to herein collectively or individually as an "Affiliate"),
shall be subject to the Lessor's consent or the payment of a Transfer Premium
(as such term is defined below); provided, however, no sublease or assignment to
an Affiliate shall release the lessee named herein or any guarantor from any
liability under this Lease. Lessee shall immediately notify Lessor of any such
assignment, purchase, transfer, sublease, action or use. For purposes of this
Lease, "control" shall mean the possession, direct or indirect, or the power to
direct or cause the direction of the management and policies of a person or
entity, or majority ownership of any sort, whether through the ownership of
voting securities, by contract or otherwise.

57. TRANSFER PREMIUM. If Lessor consents to a sublease or assignment, as a
condition thereto which the parties hereby agree is reasonable, Lessee shall pay
to Lessor twenty-five percent (25%) of any Transfer Premium received by Lessee
from such sublessee or Lessee. "Transfer Premium" shall mean all rent,
additional rent and other consideration payable by such sublessee or Lessee in
excess of the rent payable by Lessee under this Lease, on a per square foot
basis if less than all of the Premises is transferred. "Transfer Premium" shall
also include, but not be limited to, key money and bonus money paid by
transferee to Lessee and any payment in excess of fair market value for services
rendered by Lessee or for assets, fixtures, inventory, equipment or furniture
transferred by Lessee. Lessee shall provide Lessor with a calculation of the
Transfer Premium, together with all applicable back-up reasonably required by
Lessor. Notwithstanding the foregoing, Lessee may convey, in connection with the
sublease or assignment, but pursuant to a separate legally binding agreement,
Lessee's assets, business and trade fixtures, inventory, equipment or furniture
or other Lessee's property to the extent paid for by Lessee and the purchase
price for such items does not exceed their then fair market value and Lessee
shall be entitled to retain such fair market consideration received in
connection with such conveyance. Upon request from Lessor, Lessee shall provide
Lessor with sufficient access to Lessee's books and records to allow Lessor to
audit and verify deductions made by Lessee.

                                      30




58. RECAPTURE

58.1 Intention to Transfer Notice. Notwithstanding anything to the contrary
contained in this Lease, in the event Lessee contemplates an assignment or
sublease of all or a portion of the Premises to any person or entity other than
an Affiliate ("Transfer"), Lessee shall give Lessor notice (the "Intention to
Transfer Notice") of such contemplated Transfer (whether or not the contemplated
transferee or the terms of such contemplated Transfer have been determined). The
Intention to Transfer Notice shall specify the portion of and amount of rentable
square feet of the Premises which Lessee intends to Transfer (the "Contemplated
Transfer Space") and the contemplated date of commencement of the Contemplated
Transfer (the "Contemplated Effective Date"), and shall specify that such
Intention to Transfer Notice is delivered to Lessor pursuant to this Paragraph
in order to allow Lessor to elect to recapture the Contemplated Transfer Space.

58.2 Lessor's Recapture Option. Thereafter (or in the event of any other
Transfer or Transfers entered into by Lessee as a subterfuge in order to avoid
the terms of this Paragraph), Lessor shall have the option, by giving written
notice to Lessee within ten (10) business days after receipt of any Intention to
Transfer Notice, to recapture the Contemplated Transfer Space ("Recapture
Date").

58.3 Effect of Recapture. Such recapture shall cancel and terminate this Lease
with respect to such Contemplated Transfer Space as of the later of (i) the
Contemplated Effective Date or (ii) sixty (60) days after Lessor's delivery of
the recapture notice and Lessee shall be relieved of its obligations under the
terms of this Lease following such recapture; provided, however, in the event
that Lessee and the proposed transferee have executed Transfer documents and
such Transfer documents are delivered to Lessor concurrently with the Intention
to Transfer Notice whereby a proposed transferee has agreed to actually commence
all rental payments prior to the date which is sixty (60) days after Lessor's
delivery of the recapture notice, the date the proposed transferee agreed to
commence all rental payments as specifically set forth in such Transfer
documents (without any contingencies of any kind except for the Lessor's consent
thereto and the failure of Lessor to exercise its recapture right) shall be the
recapture date for purposes of this Lease.

58.4 Partial Recapture. In the event of a recapture by Lessor, if this Lease
shall be cancelled with respect to less than the entire Premises, the Rent
reserved herein shall be prorated on the basis of the number of usable square
feet retained by Lessee in proportion to the number of useable 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.

58.5 Effect of Lessor's Election Not to Recapture. If Lessor declines, or fails
to elect in a timely manner, to recapture such Contemplated Transfer Space under
this Paragraph, and Lessee did not provide particulars of a specific Transfer in
its Intention to Transfer Notice, then, subject to the other terms of this
Lease, for a period of six (6) months (the "Six Month Period") commencing on the
last day of such thirty (30) day period, Lessor shall not have any right to
recapture the Contemplated Transfer Space with respect to any Transfer made
during the Six Month Period, provided that any such Transfer is substantially on
the terms set forth in the Intention to Transfer Notice, and provided further
that any such Transfer shall be subject to the remaining terms of this Lease. If
such a Transfer is not so consummated within the Six Month Period (or if a
Transfer is so consummated, then upon the expiration of the term of any Transfer
of such Contemplated Transfer Space consummated within such Six Month Period),
Lessee shall again be required to submit a new Intention to Transfer Notice to
Lessor with respect to any contemplated Transfer, as provided above herein.

58.6 Lessee Remains Liable. in all such Transfers, Lessee shall remain primarily
liable under this Lease for the entire Premises and there shall be no release of
any guarantor hereunder.

59. STANDARD FOR CONDUCT AND CONSENT. Notwithstanding anything to the contrary
contained in the Lease, regardless of any reference to the words "sole" or
"absolute" (but except for matters which will have an adverse effect on the (i)
structural integrity of the Building and/or Project, (ii) the Building's and/or
Project's plumbing, heating, life safety, ventilating, air conditioning,
mechanical or electrical systems ('Building Systems"), or (iii) the exterior
appearance of the Building and/or Project (whereupon in each such case Lessor's
duty is to act in good faith and in compliance with the Lease), any time the
consent of Lessor or Lessee is required, such consent shall not be unreasonably
withheld, conditioned or delayed. Whenever the Lease grants Lessor or Lessee the
right to take action, exercise discretion, or make allocations or other
determinations, Lessor and Lessee shall act reasonably and in good faith.

                                      31




60. RIGHT OF FIRST OFFER: Lessor hereby grants to Lessee a right of first offer
to lease the space in the Building labeled "First Offer Space" on Exhibit "A
attached hereto and made a part hereof ("First Offer Space"); provided, however,
such right shall not apply during the last six (6) months of the Original Term
unless Lessee has previously exercised its right to extend the Lease pursuant to
Paragraph 62 below or during the last six (6) months of any extension of this
Lease. The First Offer Space is now vacant and is being marketed for lease.

(i) Procedure for Offer. Lessor shall notify Lessee ("First Offer Notice") from
time to time when (1) it has received an offer for the First Offer Space and
plans to either accept said offer or issue a counter-offer or (2) plans to
submit within ten (10) days thereafter a proposal to lease the First Offer Space
to a third party. The First Offer Notice shall set forth Lessor's proposed
economic terms and conditions applicable to Lessee's lease of such space
(collectively, the "Economic Terms") and the proposed term of the Lease of the
First Offer Space. The term of the Lease of the First Offer Space set forth in
the First Offer Notice shall be a minimum of three (3) years and a maximum of
five (5) years. Except as may be provided in the First Offer Notice, the First
Offer Space shall be offered to Lessee in its "as-is" condition, without any
representations or warranties.

(ii) Procedure for Acceptance. If Lessee wishes to exercise Lessee's right of
first offer with respect to the space described in the First Offer Notice, then
within two (2) business days after delivery of the First Offer Notice to Lessee,
Lessee shall deliver notice to Lessor of Lessee's exercise of its right of first
offer with respect to the space described in and on the terms set forth in the
First Offer Notice. If Lessee does not exercise its right of first offer within
the two (2) business day period, then Lessor shall be free to lease the space
described in the First Offer Notice to anyone to whom Lessor desires, on any
terms which are not substantially more favorable to said prospective tenant than
the Economic Terms set forth in the First Offer Notice and if Lessor enters into
such a lease with said prospective tenant, Lessee's right of first offer shall
terminate as to the First Offer Space described in the First Offer Notice,
except as provided in (iv) below. The term "substantially more favorable" shall
mean that the net effective rent offered to the prospective tenant is
ninety-five percent (95%) or less of the net effective rent set forth in the
First Offer Notice. The term "net effective rent" shall mean the net rental
amount to be paid to Lessor, taking into account any tenant improvement expenses
or allowances to be incurred by Lessor and any other monetary concessions
granted by Lessor. If Lessor desires to enter into a lease with a prospective
tenant and the Economic Terms being offered to such tenant are ninety-five
percent (95%) or less of the net effective rent which were offered to Lessee,
Lessor shall provide Lessee with written notice of the new Economic Terms upon
which Lessor proposes to lease the First Offer Space to the prospective tenant
("Revised First Offer Notice") and Lessee shall deliver notice to Lessor of
Lessee's exercise of its right of first offer with respect to the entire space
described in and on the terms set forth in the Revised First Offer Notice within
two (2) business days after delivery of the Revised First Offer Notice to
Lessee.  If Lessee does not timely exercise its right of first offer within
such two (2) business day period, then Lessor shall be free to lease the space
described in the Revised First Offer Notice to anyone whom Lessor desires.
Notwithstanding anything to the contrary contained herein, Lessee must elect to
exercise its right of first offer, if at all, with respect to all of the space
offered by Lessor to Lessee at any particular time, and Lessee may not elect to
lease only a portion thereof.

(iii) Lease of First Offer Space. If Lessee timely exercises Lessee's right to
lease the First Offer Space as set forth herein, Lessor and Lessee shall execute
an amendment adding such First Offer Space to this Lease upon the same
non-economic terms and conditions as applicable to the initial Premises, and the
Economic Terms and conditions (including the term as provided in the First Offer
Notice or Revised First Offer Notice, as applicable). Lessee shall commence
payment of rent for the First Offer Space and the Lease Term of the First Offer
Space shall commence upon the date of delivery of such space to Lessee. In the
event the Lessee exercises its right of first offer to lease the First Offer
Space, then Lessor and Lessee agrees that the expiration dates of this Lease
shall be extended to match the expiration of the Lease on the First Offer Space
but Base Rent shall continue to increase by three percent (3%) on each
anniversary of the Commencement Date throughout such extended term.

(iv) Application of Right. In the event the Lessee does not exercise its Right
of First Offer and the subsequent lease of the First Offer Space expires or is
terminated prior to the second (2nd) anniversary of the Commencement Date,
Lessee's right of first offer shall again apply following the date such space
becomes available, subject to the terms of the first sentence of this Paragraph
60 above.

                                      32




61. OPTION TO RENEW

(a) Option Right. Lessee shall have one (1) option to extend the Original Term
for the entire Premises then under lease by Lessee for a period of three (3)
years ("Option Term"). The option contained in this Paragraph 62 may be
exercised by Lessee, if at all, by delivering written notice thereof to Lessor,
on or before the date occurring six (6) months, but not prior to the date
occurring nine (9) months, prior to the expiration of the Original Term. Upon
the proper exercise of any such option to extend, the Original Term shall be
extended for a period of three (3) years, upon the terms and conditions of this
Lease, except that the Base Rent during such Option Term. shall be determined
pursuant to Paragraph (b) below. Notwithstanding anything to the contrary
contained in Paragraph, in no event shall the Base Rent payable upon
commencement of the Option Term be less than the Base Rent payable during the
last month of the Original Term prior to the commencement of such Option Term
and Base Rent shall be increased on each anniversary of the Commencement Date
during such Option Term by three percent (3%).

(b) Option Rent. The rent payable by Lessee upon commencement of the Option Term
(the "Option Rent") shall be equal to the "face" or "stated" rental rate (i.e.,
the Base Rent) (including annual three percent (3%) increases), at which
tenants, as of the commencement of the Option Term, are leasing non-sublease,
non-encumbered, non-equity, non-expansion and non-renewal space comparable in
size, location and quality to the Premises (in the configuration and condition
as the Premises are required to be delivered by Lessee to Lessor on the
Expiration Date of the Original Term) for a term of three (3) years, which
comparable space is located in comparable buildings in the general vicinity of
the Building as determined by the arbitrators (the "Comparable Building").
Lessor and Lessee shall attempt to agree upon the Option Rent, using their best
good-faith efforts. If Lessor and Lessee fail to reach agreement within thirty
(30) days following Lessee's exercise of the applicable option to extend (the
"Outside Agreement Date"), then each party shall make a separate determination
of the Option Rent within five (5) days thereafter. Such determinations shall be
placed into sealed envelopes together with an explanation of the reasons why
such determinations were made and submitted concurrently to the other party
within such five-day period. Failure of Lessee or Lessor to make a determination
of the Option Rent within the five-day period shall conclusively be deemed to be
the non-determining party's approval of the Option Rent submitted within the
five-day period by the other party. In the event that both parties make a timely
determination and the Lessor's and the Lessee's determinations of the Option
Rent, as that term is defined above, are within ten percent (10%) of each other,
Lessor's and Lessee's determinations shall be averaged and such resulting amount
shall be the Option Rent for the Option Term. In the event Lessor's and Lessee's
determinations are not within ten percent (10%) of each other, the parties shall
immediately proceed to arbitration in accordance with Paragraphs 62(b)(i)
through 62(b)(vi) below.

(i) Lessor and Lessee shall each appoint one arbitrator who shall by profession
be a certified real estate appraiser or real estate broker who shall have been
active over the five (5) year period ending on the date of such appointment in
the negotiation of leases for, or appraisal of, commercial industrial/office
properties in the general vicinity of the Building as determined by the
arbitrators. The determination of the arbitrators shall be limited solely to the
issue area of whether Lessor's or Lessee's submitted Option Rent is closer to
the actual Option Rent, as determined by the arbitrators, taking into account
only the requirements of this Paragraph. Each such arbitrator shall be appointed
within thirty (30) days after the applicable Outside Agreement Date.

(ii) The two arbitrators so appointed shall within ten (10) days of the
appointment of the last appointed arbitrator agree upon and appoint a third
arbitrator who shall be qualified under the same criteria set forth hereinabove
for qualification of the initial two arbitrators.

(iii) The three arbitrators shall within thirty (30) days of the appointment of
the third arbitrator reach a decision as to whether the parties shall use
Lessor's or Lessee's submitted Option Rent and shall notify Lessor and Lessee
thereof.

(iv) The decision of the majority of the three arbitrators shall be binding upon
Lessor and Lessee.

(v) If either Lessor or Lessee fails to appoint an arbitrator within thirty (30)
days after the applicable Outside Agreement Date, the arbitrator appointed by
one of them shall reach a decision, notify Lessor and Lessee thereof, and such
arbitrator's decision shall be binding upon Lessor and Lessee.

                                      33




(vi) If the two arbitrators fail to agree upon and appoint a third arbitrator
within the time period provided in Paragraph 62(b)(ii) above, then the parties
shall mutually select the third arbitrator. If Lessor and Lessee are unable to
agree upon the third arbitrator within ten (10) day, then either party may, upon
at least five (5) days prior written notice to the other party, request the
presiding Judge of the Los Angeles County Superior Court, acting in his/her
private and non-judicial capacity, to appoint the third arbitrator. Following
the appointment of the third arbitrator, the panel of arbitrators shall, within
thirty (30) days thereafter, reach a decision as to whether Lessor's or Lessee's
submitted Option Rent shall be used and shall notify Lessor and Lessee thereof.

(vii) The cost of the arbitrators and the arbitration proceeding shall be paid
by Lessor and Lessee equally. In the event the actual Option Rent is not
determined by the commencement of the Option Term, Lessee shall pay the Option
Rent submitted by Lessor until such time as the actual Option Rent is
determined. If the arbitrators decide that Lessee's submitted Option Rent shall
be the Option Rent for the Option Term, Lessee shall receive a credit against
Base Rent next due for any overpayments made by Lessee prior to such
determination.

62. NOTICES. Notwithstanding anything to the contrary contained in the Lease,
any and all notices, approvals or demands required or permitted under this
Sublease shall be in writing, shall be served either personally, by United
States certified mail, postage prepaid, return receipt requested or by reputable
overnight carrier and, shall be deemed to have been given or made on the day on
which it was received and shall be addressed to the parties at the addresses set
forth below. Any party may, from time to time, by like notice, give notice of
any change of address, and in such event, the address of such party shall be
deemed to have been changed accordingly. The address for each party is:


If to Lessor:            c/o William D. Feldman Associates
                         12540 Beatrice Ave
                         Los Angeles, CA 90066
                         Attn: William D. Feldman

With a copy to:          Greenwald, Pauly, Foster & Miller, APC
                         1299 Ocean Avenue, Suite 400
                         Santa Monica, California 90401
                         Attn: Richard L. Miller, Esq.

If to Lessee:            UWink, Inc.
                         12536 Beatrice Street, Los Angeles, CA 90066
                         Attn: Mr. Nolan Bushnell

With a copy to:          __________________________________
                         __________________________________
                         __________________________________
                         Attn: ____________________________


63. PARAGRAPH 13.6(b). Notwithstanding anything to the contrary, Paragraph
13.6(b) of the Lease is hereby deleted in its entirety and of no further force
or effect.

64. CONDITION OF PREMISES. Notwithstanding anything to the contrary contained in
this Lease, including Paragraphs 2.2 and 2.3, Lessor hereby leases to Lessee,
and Lessee hereby leases from Lessor, the Premises on an "as-is," "where-is"
basis. No representations or warranties of any kind have been made to Subtenant
concerning the condition of the Premises, nor, have any promises to alter or
improve the Premises been made by Lessor or any party on behalf of Lessor.
Attached hereto as Exhibit "D" and incorporated herein by this reference are
pictures depicting the condition of the Premises as of the Commencement Date
which Lessor and Lessee hereby agree are true and correct.

65. LESSOR ALTERATIONS. In the event Lessor leases the First Offer Space, as
described above, to a third party, Lessor may be required to install a fire exit
stairway from the second floor through the Premises to the outside of the
Building in the location depicted on Exhibit "F." If Lessor is required to
install the stairway, the stairway would reduce the general office area of the
Premises by approximately 200 square feet. Lessee agrees that Lessor shall have
the right to install such stairway and agrees to cooperate with Lessor during
the construction of the stairway. Lessor agrees to use commercially reasonable
efforts to minimize any inconvenience to the Lessee during such construction. In
the event Lessor installs the fire exit stairway, the Base Rent and Lessee's
Share shall be reduced accordingly on a per square foot basis.

                                      34




66. COUNTERPARTS. This Lease may be executed in counterparts with the same
effect as if all parties hereto had executed the same documents. Each such
counterpart shall be construed together and shall constitute a single lease.

67. LESSEE REPRESENTATION REGARDING EO 13224: Lessee represents and warrants to
Lessor that the entities or individuals constituting Lessee or which may own or
control Lessee or which may be owned or controlled by Lessee are not, among the
individuals or entities identified on any list compiled pursuant to Executive
Order 13224 for the purpose of identifying suspected terrorists. At any time and
from time to time during the Term, Lessee shall deliver to Lessor, within ten
(10) days after receipt of a written request therefore, a written certification
or such other evidence reasonably acceptable to Lessor evidencing and confirming
Lessee's compliance with this Paragraph 67.

68. CHANCES TO FORM LEASE. Notwithstanding anything to the contrary contained in
the Lease, Lessor and Lessee agree to the following:

(i) The words "6 months" in Paragraph 2.2(i) shall be deleted in their entirety
and replaced with the following words "30 days".

(ii) The words "To the actual knowledge of Lessor" shall be inserted at the
beginning of Paragraph 2.3.

(iii) The words "$1,000,000" in Paragraph 8.2(a) shall be deleted in their
entirety and replaced with the words ' 12,000,000".

(iv) The last sentence of Paragraph 8.3(a) is hereby deleted in its entirety. In
addition, Lessee agrees the Lessor may, at its sole option, carry earthquake
insurance and the cost thereof shall be a Common Area Operating Expense.
Earthquake Insurance is currently in place and is ____ as part of the current
common _________ operating expenses. Furthermore, any pass thru of increases of
the earthquake insurance premium shall no exceed 10% per annum for the lease
term or any extension.

(v) The last sentence of Paragraph 9.2 is hereby deleted in its entirety.

(vi) Paragraphs 15.1, 15,2 and 25 are .hereby deleted in their entirety. In
addition, everything but the first sentence of, Paragraph 22 is hereby deleted
in its entirety

(vii) Paragraph 37.1 is hereby deleted in its entirety and replaced with the
following: "Execution. The Guarantors, if any, shall each execute a guaranty in
the form of Exhibit "E" attached hereto."

(viii) An estimate of Common Area Operating Expenses is attached hereto as
Exhibit "G."

(ix) Lessee shall return the Premises to Lessor at the expiration or earlier
termination of the Term in, accordance with the Lease, including without
limitation, Exhibit "H" attached hereto.

69. LESSOR RENOVATIONS. Lessee acknowledges that Lessor or other occupants and
tenants of the Project may during the Term renovate, improve, alter, or modify
(collectively, the "Renovations") the Building, Project and/or Premises,
including without limitation, the parking areas, Common .Areas, other spaces
which comprise portions of the Building and/or Project, systems and equipment,
roof, and structural portions of the Building and/or Project to, among other
things, (i) comply with applicable laws and regulations, including regulations
relating to the physically disabled, seismic conditions, and building safety and
security (Lessor represents that it is not currently aware of any such
Renovations being required by applicable laws and regulations), and (ii) perform
construction and similar activities, and in connection with any Renovations,
Lessor or other occupants and tenants of the Project may, among other things,
erect scaffolding or other necessary :structures in the Project or the Building,
limit or eliminate access to portions of the Building and/or the Project,
including portions of the Common Areas, or perform work in the Project or the
Building, which work may create noise, dust or leave debris in the Project or
the Building. Lessee hereby agrees that Lessor shall have no responsibility or
for any reason be liable to Lessee for any direct or indirect injury to or
interference with Lessee's business or personal property or improvements arising
from the Renovations or for any inconvenience or annoyance occasioned by such
Renovations or Lessor's actions in connection with such Renovations and that
such. Renovations and Lessor's actions in connection with such Renovations shall
in no way constitute a constructive eviction of Lessee nor entitle Lessee to any
abatement of Rent; provided, however, that in performing such Renovations,
Lessor shall use commercially reasonable efforts to not materially interfere and
to cause other occupants and tenants to use commercially reasonable efforts to
not materially interfere with. Lessee's use of the Premises for the Agreed Use
and fox all such parties to act in a timely manner.

                                      35




70. PARKING. Notwithstanding anything to the contrary contained in the Lease,
Lessor shall have the right from time to time to change the location of Lessee's
assigned and/or unassigned parking spaces upon five (5) days prior notice
(including to nearby property within 1,000 feet of the Building) and to
designate a reasonable amount of spaces for visitor parking. Lessor shall not be
responsible for policing parking areas or insuring that Lessee's parking spaces
are not used by others. Lessee shall not and shall not allow any of Lessee's
personnel, agents, invitees or employees to park their vehicles overnight in the
parking areas.

71. EXHIBITS.


           Exhibit A:        Plan of Premises and First Offer Area.
           Exhibit B:        Parking Diagram
           Exhibit C:        AIR Rules and Regulations
           Exhibit D:        Condition of Premises
           Exhibit E:        Guaranty
           Exhibit F:        Location of Fire Stairs
           Exhibit G:        Common Area Operating Expenses Estimate
           Exhibit H:        Standard Specifications for Delivery of Building

are attached to this Lease and by this reference made a part hereof.


LESSOR:                                 LESSEE:

PATCO PROPERTIES, L.P.                  UWINK, INC.
a California limited partnership        a Utah corporation


By: /s/ signature                       /s/ Lawrence Early
Date: 4/29/05                           Date: 4/26/05


                                      36






                                   Exhibit A

                                Plan of Premises

                       12536 Beatrice Street, Los Angeles

                           [schematic of floor plan]


                                      37





                                  EXHIBIT "B"

                           UWINK PARKING (13 Stalls)


                          [picture of parking spaces]


                                      38





                                   EXHIBIT "C"

                            RULES AND REGULATIONS FOR
                              STANDARD OFFICE LEASE

Dated: April , 2005

By and Between Patco Properties, L.P. (Lessor") and UWink, Inc. ("Lessee")

                                 GENERAL RULES

1. Lessee shall not suffer or permit the obstruction or any Common Areas,
including driveways, walkways and stairways.

2. Lessor reserves the right to refuse access to any persons Lessor in good
faith judges to be a threat to the safety and reputation of the project and Its
occupants.

3. Lessee shall not make or permit any noise or odors that annoy or interfere
with other lessees or persons having business within the Project.

4. Lessee shall not keep animals or birds within the Project, and shall not
bring bicycles, motorcycles or other vehicles Into areas not designated as
authorized for same.

5. Lessee shall not make, suffer or permit litter anywhere. on the Project
except in appropriate receptacles for that purpose.

7. Lessee shall be responsible for the inappropriate use of any toilet rooms,
plumbing or other utilities. No foreign substances of any kind are to be
inserted therein.

8. Lessee shall not deface the waits, partitions or other surfaces of the
Premises or Project.

9. Lessee shall not suffer or permit anything in or around the Premises or
Building that causes excessive vibration or floor loading in any part of the
Project.

11. Lessee shall not employ any service or contractor for services or work to be
performed in the Building, except as approved by Lessor.

13. Lessee shall return all keys at the termination of its tenancy and shall be
responsible for the cost of replacing any keys that are lost.

14. No window coverings, shades or awnings shall be installed or used by Lessee.

15. No Lessee, employee or Invitee shall go upon the roof of the Building,
except as reasonably approved by Lessor.

16. Lessee shall not suffer or permit smoking or carrying of righted cigars or
cigarettes in areas reasonably designated by Lessor or by applicable
governmenlal agencies as non-smoking areas, including without limitation, the
Common Areas.

19. The Premises shall not be used for lodging or manufacturing, cooking or food
preparation.

20. Lessee shall comply with all safety, fire protection and evacuation
regulations established by Lessor or any applicable governmental agency.

21. Lessor reserves the right to waive any one of these rules or regulations,
andlor as to any particular Lessee, and any such waiver shall not constitute a
waiver of any other rule or regulation or any subsequent application thereof to
such Lessee.

22. Lessee assumes all risks from theft or vandalism and agrees to keep its
Premises locked as may be required.

23. Lessor reserves the fight to make such other reasonable rules and
regulations as it may from time to time deem necessary for the appropriate
operation and safely of the Project and its occupants. Lessee agrees to abide by
these and such rules and regulations.

                                      39




                                  PARKING RULES

1. Parking areas shall be used only for parking by vehicles no longer then full
size, passenger automobiles herein called "Permitted Size Vehicles." Vehicles
other than Permitted Size Vehicles are herein referred to as "Oversized
Vehicles."

2. Lessee shall not permit or allow any vehicles that belong to or are
controlled by Lessee or Lessee's employees, suppliers, shippers, customers, or
invitees to be loaded, unloaded, or parked in areas other than those designated
by Lessor for such activities.

5. Lessor reserves the right to relocate all or a part of parking spaces and/or
to reasonably adjacent offsite location(s), and to reasonably allocate them
between compact and standard size spaces, as long as the some complies with
applicable laws, ordinances and regulations.

6. Users of the parking area will obey all posted signs and park only in the
areas designated for vehicle parking.

7. Unless otherwise instructed, every person using the parking area is required
to park and Jock his own vehicle, lessor will not be responsible for any damage
to vehicles, injury to persons or loss of property, all of which risks are
assumed by the parry using the parking area.

8. Validation, if established, will be permissible only by such method or
methods as Lessor and/or its licensee may establish at rates generally
applicable to visitor parking.

9. The maintenance, washing, waxing or cleaning of vehicles in the Common Areas
is prohibited.

10. Lessee shall be responsible for seeing that all of its employees, agents and
invitees comply with the applicable parking rules, regulations, laws and
agreements.

11. Lessor reserves the right to modify these rules and/or adopt such other
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area.

12. Such parking use as is herein provided is intended merely as a license only
and no bailment is intended or shall be created hereby.

13. Lessee acknowledges that Lessor will not enforce or police parking areas and
likewise will not enforce any restrictions or exclusivity of parking spaces.

                                      40