10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 3, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission File No. 0-24993

WPT ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware	77-06390000
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)
1041 North Formosa Ave.
Formosa Building, Suite 99
West Hollywood, California	90046
(Address of principal executive offices)	(Zip Code)

(323) 850-2888
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

As of November 8, 2004, there were 19,480,000 shares of Common Stock, $0.001 par value per share, outstanding.

WPT ENTERPRISES, INC.

INDEX

		Page of
		Form 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)
	Condensed Balance Sheets as of October 3, 2004 and December 28, 2003		3
	Condensed Statements of Loss for the three months ended October 3, 2004 and September 28, 2003		4
	Condensed Statements of Earnings for the nine months ended October 3, 2004 and September 28, 2003		5
	Statements of Shareholders’ Equity for the nine months ended October 3, 2004		6
	Condensed Statements of Cash Flows for the nine months ended October 3, 2004 and December 28, 2003		7
	Notes to Condensed Financial Statements		8
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		24
ITEM 4.	CONTROLS AND PROCEDURES		24
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS		25
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		26
ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K		26
EX-10.1 - Office Lease
EX-10.2 - Amendment to No. 5 Travel Channel Agreement
EX-31.1 - Certification of CEO Pursuant to Section 302
EX-31.2 - Certification of CFO Pursuant to Section 302
EX-32.1 - Certification of CEO Pursuant to Section 906
EX-32.2 - Certification of CFO Pursuant to Section 906

2

WPT ENTERPRISES, INC.

Condensed Balance Sheets

(In thousands)

(Unaudited)

	October 3, 2004			December 28, 2003
Assets
Current Assets:
Cash and cash equivalents	$	27,603		$	—
Short-term investments		6,013			—
Accounts receivable, net		485			332
Income taxes receivable		150			—
Inventory		10			10
Television Costs		1,155			1,979
Other current assets		618			113
Total Current Assets		36,034			2,434
Property and Equipment-Net		479			112
Other Assets:
Cash and cash equivalents-restricted		244			—
Investments		207			—
Total Other Assets		451			—
Total Assets	$	36,964		$	2,546
Liabilities and Shareholders’ Equity
Current Liabilities:
Outstanding checks in excess of bank balance	$	—		$	184
Accounts payable		574			74
Due to parent		53			240
Deferred revenue		4,067			505
Accrued payroll and related		49			40
Accrued expenses		230			243
Total Current Liabilities		4,973			1,286
Note Payable to Parent		—			3,429
Total Liabilities		4,973			4,715
Common Shares Subject to Repurchase		608			—
Commitments and Contingencies
Shareholders’ Equity
Class A Units — par value of $.001
Authorized 93 units; 93 issued and outstanding		—			119
Class B Units — par value of $1.28
Authorized 7 units; 0 issued and outstanding		—			—
Common Stock, $0.001 par value authorized 100,000 shares;
19,480 issued and outstanding		19			—
Additional paid-in-capital		32,115			361
Accumulated deficit		(746	)		(2,637	)
Accumulated other comprehensive earnings		3			—
Deferred compensation		(8	)		(12	)
Total Shareholders’ Equity		31,383			(2,169	)
Total Liabilities and Shareholders’ Equity	$	36,964		$	2,546

The accompanying notes are an integral part of these condensed financial statements.

3

     WPT ENTERPRISES, INC.

Condensed Statements of Loss

(In thousands, except earnings per share)
(Unaudited)

	Three Months Ended
	October 3, 2004			September 28, 2003
Revenues:
License fees:
Domestic television	$	2,350		$	334
International television		345			—
Product licensing		159			—
Total License fees		2,854			334
Host fee		50			—
Sponsorship		42			—
Merchandise		28			43
Total Revenues		2,974			377
Cost of Revenues		1,942			280
Gross Profit		1,032			97
Expenses:
Selling and administrative		1,508			486
Depreciation		44			24
Total Expenses		1,552			510
Loss From Operations		(520	)		(413	)
Other Income (Expense):
Interest income		56			—
Interest expense		(4	)		(29	)
Net Loss		($468	)		($442	)
Net Earnings Per Common Share — Basic		($0.03	)		($0.03	)
Net Earnings Per Common Share — Diluted		($0.03	)		($0.03	)
Weighted Average Common Shares Outstanding — Basic		16,748			13,360
Dilutive Effect of Restricted Stock		—			—
Dilutive Effect of Stock Options		—			—
Dilutive Effect of Common Shares Subject to Repurchase		—			—
Weighted Average Common Shares Outstanding — Diluted		16,748			13,360

The accompanying notes are an integral part of these condensed financial statements.

4

WPT ENTERPRISES, INC.

Condensed Statements of Earnings

(In thousands, except earnings per share)
(Unaudited)

	Nine Months Ended
	October 3, 2004			September 28, 2003
Revenues:
License fees:
Domestic television	$	9,545		$	3,584
International television		510			—
Product licensing		212			—
Total License fees		10,267			3,584
Host fee		850			250
Sponsorship		510			—
Merchandise		205			47
Total Revenues		11,832			3,881
Cost of Revenues		7,059			2,370
Gross Profit		4,773			1,511
Expenses:
Selling and administrative		3,473			1,193
Depreciation		111			63
Total Expenses		3,584			1,256
Earnings From Operations		1,189			255
Other Income (Expense):
Interest income		56			—
Interest expense		(34	)		(103	)
Net Earnings	$	1,211		$	152
Net Earnings Per Common Share — Basic	$	0.08		$	0.01
Net Earnings Per Common Share — Diluted	$	0.07		$	0.01
Weighted Average Common Shares Outstanding — Basic		14,868			13,164
Dilutive Effect of Restricted Stock		1,333			1,931
Dilutive Effect of Stock Options		684			901
Dilutive Effect of Common Shares Subject to Repurchase		15			—
Weighted Average Common Shares Outstanding — Diluted		16,900			15,996

The accompanying notes are an integral part of these condensed financial statements.

5

WPT ENTERPRISES, INC.
Statements of Shareholders’ Equity
For the Nine Months Ended October 3, 2004
(In thousands)
(Unaudited)

	Class A Units						Common Stock				Additional Paid in			Accumulated			Deferred			Other Comprehensive
	Shares			Amount			Shares		Amount		Capital			Deficit			Compensation			Income		Total
BALANCES AT DECEMBER 28, 2003		93		$	119						$	361		$	(2,637	)	$	(12	)			$	(2,169	)
Reduction of deferred compensation (Unaudited)																		4					4
Vesting of Class B units to consultants (Unaudited)												537											537
Conversion of LLC to C-Corporation (Unaudited)		(93	)		(119	)		14,880	$	15		(561	)		680								15
Net proceeds from issuance of common stock (Unaudited)								4,600		4		32,386											32,390
Common shares subject to repurchase (Unaudited)												(602	)										(602	)
Interest on common shares subject to repurchase (Unaudited)												(6	)										(6	)
Other comprehensive income (Unaudited)																					3		3
Net earnings (Unaudited)															1,211								1,211
BALANCES AT OCTOBER 3, 2004 (Unaudited)		—		$	—			19,480	$	19	$	32,115		$	(746	)	$	(8	)	$	3	$	31,383

The accompanying notes are an integral part of these condensed financial statements.

6

WPT ENTERPRISES, INC.

Condensed Statements of Cash Flows

(In thousands)
(Unaudited)

	Nine Months Ended
	October 3, 2004			September 28, 2003
OPERATING ACTIVITIES:
Net Earnings	$	1,211		$	152
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation		111			63
Unit-based compensation expense		545			45
Changes in operating assets and liabilities:
Accounts receivable		(153	)		(54	)
Income taxes		(150	)		—
Inventory		—			(27	)
Television costs		824			(307	)
Other current assets		(505	)		(10	)
Accounts payable		500			(42	)
Due to parent		(187	)		—
Deferred revenue		3,562			(55	)
Accrued expenses		(5	)		(37	)
Net Cash Provided by (Used in) Operating Activities		5,753			(272	)
INVESTING ACTIVITIES:
Purchase of property and equipment		(478	)		(21	)
Short-term investments, purchases		(6,013	)		—
Increase in restricted cash		(244	)		—
Investment in unconsolidated affiliate		(207	)		—
Net Cash Used in Investing Activities		(6,942	)		(21	)
FINANCING ACTIVITIES:
(Decrease) Increase in cash provided by checks drawn in excess of bank balances		(184	)		117
Net proceeds from issuance of common stock		32,405			—
Proceeds from (repayments of) notes payable to parent		(3,429	)		176
Net Cash Provided by Financing Activities		28,792			293
Net decrease in cash and cash equivalents		27,603			—
Cash and cash equivalents — beginning of period		—			—
Cash and cash equivalents — end of period	$	27,603		$	—
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Noncash operating activities:
Capitalized television costs related to unit options issued to consultants	$	4		$	—
Cash paid during the period for interest	$	(229	)	$	—
Cash paid during the period for income taxes	$	(150	)	$	—

The accompanying notes are an integral part of these condensed financial statements.

7

Notes to Condensed Financial Statements

WPT ENTERPRISES, INC.
Notes to Condensed Financial Statements
(Unaudited)

1. BUSINESS

WPT Enterprises, Inc. (WPTE or the Company) is a media and entertainment company engaged in the creation of branded entertainment through the development, production and marketing of televised programming based on poker and other gaming themes. To date, our operations have principally revolved around the creation of our World Poker Tour brand through the production and licensing of a reality television series exhibited on the Travel Channel that is based on the circuit of previously-established high-stakes poker tournaments that we have affiliated under the “World Poker Tour” name.

Organization - World Poker Tour, LLC was formed on March 1, 2002 as a majority-owned indirect subsidiary of Lakes Entertainment, Inc. (Lakes or Parent) through Lakes Poker Tour, LLC, Lakes’ wholly-owned subsidiary. On July 28, 2004, World Poker Tour, LLC converted into a Delaware corporation, WPT Enterprises, Inc.

The company concluded its initial public offering in August 2004 and sold 4,000,000 shares of WPTE common stock while raising approximately $28.0 million, net of offering expenses and underwriting discounts. In September 2004, the underwriters exercised their over-allotment option to acquire an additional 600,000 common shares resulting in additional net proceeds of $4.4 million to the Company. Lakes remains as the company’s majority shareholder.

In March 2003, WPTE entered into an agreement with the Travel Channel, L.L.C. (TRV), granting TRV the right to broadcast the first season of the WORLD POKER TOUR® (WPT) series which has now been completed. Under the agreement, TRV has the exclusive right, license, and privilege to exhibit, market, distribute, transmit, perform and otherwise exploit each of the first season’s thirteen two-hour programs produced by WPTE for an unlimited number of times over a four year period within the United States. During July 2003, WPTE reached an agreement with TRV for a second season with TRV being granted options for five additional seasons. In July 2004, WPTE began filming Season Three, which will include 15 regular tour stops and 6 specials. Substantially all of WPTE’s revenues are derived from television license fees and related casino hosting fees and accordingly WPTE is presented as a single segment.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, in accordance with the rules and regulations of the Securities and Exchange Commission. Pursuant to such rules and regulations, certain financial information and footnote disclosures normally included in the condensed financial statements have been condensed or omitted.

In the opinion of management, the unaudited financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the financial position and the results of operations as of the date and for such periods. Results of interim periods are not necessarily indicative of the results to be expected for the entire fiscal year. The condensed financial statements should be read in conjunction with the financial statements and notes thereto on pages F-1 to F-17 included in the Company’s Registration Statement No. 333-114479 dated August 9, 2004 filed with the Securities Exchange Commission.

Investments — The cost method of accounting is used for investments in which WPTE has less than a 20% ownership interest and the Company does not have the ability to exercise significant influence. Significant influence is generally deemed to exist when the Company has an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee’s Board of Directors, voting rights and the impact of commercial arrangements, are considered in determining whether the cost or equity method of accounting is appropriate. WPTE’s investments are carried at cost and are adjusted only for other-than-temporary declines in fair value. The carrying value of these investments is reported in other assets.

Investments represent the Company’s equity investment with PokerTek, a company that offers “PokerPro”, an automated poker system. As WPT has less than 20% ownership interest and does not have the ability to exercise significant influence over PokerTek, this investment is accounted for under the cost method. At October 3, 2004, the carrying value of this investment is approximately $207,000, and is reported in other assets.

8

WPT ENTERPRISES, INC.
Notes to Condensed Financial Statements (Continued)
(Unaudited)

Revenue Recognition — Domestic Television: Revenue from the distribution of the domestic television series to the Travel Channel (TRV) is recognized as earned under the following criteria established by the American Institute of Certified Public Accountants Statement of Position (SOP) No. 00-2, Accounting by Producers or Distributors of Films:

• Persuasive evidence of an arrangement exists

• The show/episode is complete, and in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery

• The license period has begun and the customer can begin its exploitation, exhibition or sale

• The seller’s price to the buyer is fixed and determinable

• Collectibility is reasonably assured

Revenue is recognized upon the receipt and acceptance of completed episodes by TRV in accordance with the terms of the contract.

International Television: Revenue for international distribution of the television series is recognized as earned under the criteria of SOP 00-2, which is noted above. WPTE presents international distribution license fee revenues net of the distributor’s fees.

Product Licensing: Product licensing revenues are recognized when the underlying royalties from the sales of the related products are earned. The Company recognizes minimum revenue guarantees ratably over the term of the license or as earned royalties based on actual sales of the related products, if greater.

Host Fees: Host fee revenues paid by host casinos are recognized as episodes are aired.

Sponsorship: Sponsorship revenues are recognized as episodes are aired.

Cash Equivalents and Short-Term Investments —The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of short-term U.S. Treasury debt securities, municipal bonds and notes, preferred securities and money market funds. Short-term investments consist of Federal Agency debt securities and notes with original maturities beyond three months.

All of the Company’s cash equivalents and short-term investments are considered available-for-sale. Such securities are carried at fair market value based on market quotes. Unrealized gains and losses, net of tax, on securities in this category are reported as a separate component of shareholders’ equity. Interest earned on securities is included in interest income.

Restricted cash of $244,000 at October 3, 2004 represents collateral for a letter of credit to guarantee new office space.

Television Costs — The Company accounts for its television costs pursuant to SOP No. 00-2. Television costs include capitalizable direct costs, production overhead and development costs and are stated at the lower of cost or net realizable value based on anticipated revenue. Production overhead costs include costs that are directly related to production and are incremental costs. These costs primarily include office facilities and insurance related to production. Production overhead office facilities costs are determined based on percentage of space used and are allocated to television costs based on number of episodes. Production overhead insurance costs are allocated to television costs based on number of episodes. The Company has not currently anticipated any revenues in excess of those subject to existing contractual relationships. Capitalized television

9

WPT ENTERPRISES, INC.
Notes to Condensed Financial Statements (Continued)
(Unaudited)

production costs for each episode are expensed as revenues are recognized upon delivery and acceptance of the completed episode.

Capitalized television costs at October 3, 2004 and December 28, 2003 consist of the following:

	October 3, 2004		December 28, 2003
Television Costs:
In-production	$	1,069,000	$	1,838,000
Development and pre-production		86,000		141,000
Total television costs	$	1,155,000	$	1,979,000

Overhead costs of $81,000 and $103,726 were included in the above capitalized television costs at October 3, 2004 and December 28, 2003, respectively. Management currently estimates that approximately 95% and 100% of capitalized television costs at October 3, 2004 are expected to be expensed by the end of fiscal 2004 and 2005, respectively.

Income Taxes — Prior to the Company’s conversion from World Poker Tour, LLC to a C-Corporation, the Company was not a tax-paying entity for federal and state income tax purposes. The members’ allocable share of the Company’s taxable income (loss) was taxed on the member’s income tax returns. Therefore, no provision or liability for federal or state income taxes had been included in the financial statements. Upon conversion, the Company became liable for federal and state taxes on taxable income earned to the conversion. Losses accumulated prior to the conversion have been passed-through to the unit holders.

The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. Under this method, the Company determines deferred tax assets and liabilities based upon the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The tax consequences of most events recognized in the current year’s consolidated financial statements are included in determining income taxes currently payable. However, because tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenue, expenses, gains and losses, differences arise between the amount of taxable income and pretax financial income for a year and between the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements. Because it is assumed that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when the related liabilities are settled or the reported amounts of the assets are recovered, hence giving rise to deferred tax assets and liabilities. The Company must then assess the likelihood that deferred tax assets will be recovered from future taxable income and to the extent management believes that recovery is not likely, they must establish a valuation allowance. No income tax benefit has been recorded for losses subsequent to the conversion due to the uncertainty of realizability.

Deferred Revenue — Licensing advances and guaranteed payments collected, but not yet earned by the Company, as well as host fee and sponsorship receipts, collected prior to the airing of episodes, are classified as deferred revenue in the accompanying balance sheets. Deferred revenue is derived from three primary sources: Domestic Television, Product Licensing and Host Fees. Deferred revenue represents advanced payments received from TRV and product licensees, and deposits paid by casinos in order to secure a poker tournament date with the World Poker Tour as a host site. Deferred revenue was $4,067,000 and $505,000 at October 3, 2004 and December 28, 2003, respectively. Deferred revenue at October 3, 2004 included $3,230,000 from domestic television, $537,000 from product licensing and $300,000 from host fees. The $505,000 balance at December 28, 2003 related to host fees.

10

WPT ENTERPRISES, INC.
Notes to Condensed Financial Statements (Continued)
(Unaudited)

Common Shares Subject to Repurchase — The Company violated certain securities laws in connection with its initial public offering by sending out written e-mail communications to individuals that did not contain all of the information required to be in a prospectus and were not preceded or accompanied by a prospectus meeting the requirements for a prospectus. These violations could require the Company to repurchase shares sold in the offering to direct recipients of the e-mail communications for a period of up to one year at the offering price plus interest. The Company sold 75,200 shares in the offering that are subject to such repurchase rights, and these shares are classified as common shares subject to repurchase.

It is possible that indirect recipients of the written e-mail communications would assert that they have shares subject to repurchase rights with respect to shares purchased in the offering. Management believes that the repurchase rights do not extend to indirect recipients and would contest any such assertion vigorously; therefore, no such shares have been recorded in the common shares subject to repurchase.

Related Party Transactions — Lakes provides general and administrative services to the Company that include accounting, finance and treasury, tax, human resources/personnel, employee benefits, retail, systems support and marketing support. As reimbursement for these services, Lakes bills the Company an amount equal to the gross wages of the Lakes’ employees that provide services to the Company based upon the actual time incurred on Company matters. Costs of these services totaled $241,000 for the nine months ended October 3, 2004 and are included as selling and administrative expenses and due to parent of $53,000 as of October 3, 2004 in the accompanying financial statements. Operations of the Company may not be indicative of those that would have occurred if it had operated as an independent company.

The Company has entered into an exclusive license agreement with Lakes. Under this agreement, Lakes obtained a license to utilize the World Poker Tour name and logo in connection with casino table games developed by Lakes using certain intellectual property rights of Sklansky Games, LLC. Under the terms of the proposed agreement, if Lakes elects to proceed with its development of casino table games, the Company would be entitled to receive a specified minimum annual royalty payment or 10% of the gross revenue received by Lakes from its sale or lease of the game, whichever is greater.

Stock-Based Compensation — The Company’s predecessor entity, World Poker Tour, LLC, adopted the 2002 Option Plan (the 2002 Plan) which was approved to issue up to an aggregate of 1,120,000 shares in connection with option grants to employees and consultants. The options become exercisable in quarterly installments on each of the first four anniversaries of the date of the grant and expire six years after being exercisable. The employee must be employed by the Company on the anniversary date in order to vest in any shares that year. If the employee is terminated (voluntarily or involuntarily) prior to vesting of any unit option, any options remaining to vest as of the date of termination will be forfeited.

In connection with the conversion to a corporation, the Company adopted the 2004 Stock Incentive Plan that is authorized to grant stock awards to purchase up to 3,120,000 shares of common stock, including the options to purchase up to 1,120,000 shares of common stock issued to employees and consultants that were previously outstanding under the 2002 Plan at the time of conversion. Under the stock options granted in 2004 under the 2004 option plan, the options vest in equal installments over a three year period, beginning on the first anniversary of the date of each grant and will continue on each subsequent anniversary date until the option is fully vested. The employee must be employed by the Company on the anniversary date in order to vest in any shares that year. If the employee is terminated (voluntarily or involuntarily) prior to vesting of any stock option, any options remaining to vest as of the date of termination will be forfeited. To the extent options are vested, the option shall be exercisable for ten years from the date of grant.

On August 9, 2004, WPTE granted stock options to purchase an additional 1,372,000 shares, including 1,300,000 shares to employees and 72,000 shares to non-employee directors. On September 17, 2004, WPTE granted stock options to purchase an additional 40,000 shares to employees.

11

WPT ENTERPRISES, INC.
Notes to Condensed Financial Statements (Continued)
(Unaudited)

The company accounts for equity-based employee compensation under APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. For unit options and stock options issued to employees, deferred stock compensation for the options is measured at the stocks’ fair value in excess of the exercise price on the date of grant and is being amortized over the vesting period of four years. In connection with these grants, the Company recorded deferred compensation of $2,500, as options granted under the 2002 plan had an exercise price less than the fair value of the underlying share on the date of grant. Deferred equity-based employee compensation cost of $469 in the nine months ended October 3, 2004 is included in selling and administrative expenses in the statement of operations.

The fair value of each award under the option plans are estimated on the date of grant using the Black-Scholes option-pricing model. The following assumptions were used to estimate the fair value of the options granted during 2002 and 2004 under the Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, method of accounting for the purpose of the pro forma expense disclosure below:

	2002			2003		2004
Risk-free interest rate		4.49	%		—		4.21	%
Expected life	5 years				—	5 years
Expected dividend yield		—			—		—
Weighted average fair value	$	0.63			—	$	4.85
Annualized Volatility		—			—		64.22	%

The Company accounts for equity-based consultant compensation according to the recognition and measurement principles of EITF 96-18, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. Compensation expense for stock option grants issued to consultants is recorded at the fair market value of the options at the measurement date, defined as the date the options vest and services have been provided. Fair value is measured when the options vest in annual installments on each of the first four anniversaries of the date of the grant. Compensation expense is estimated in periods prior to vesting based on the then current fair value. Changes in the estimated fair value of unvested options are recorded in the periods the change occurs. Compensation expense for options issued to consultants was $537,000 during the nine months ended October 3, 2004. All of these expenses are capitalized television costs and are included as costs of revenue upon delivery and acceptance of completed episodes.

12

WPT ENTERPRISES, INC.
Notes to Condensed Financial Statements (Continued)
(Unaudited)

The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of SFAS No. 123 to equity-based compensation.

	Three Months Ended						Nine Months Ended
	October 3, 2004			September 28, 2003			October 3, 2004			September 28, 2003
Net earnings (loss) as reported	$	(468,000	)	$	(442,000	)	$	1,211,000			$	152,000
Add: Equity-based compensation expense included in reported net earnings (loss)		276,000			8,000			545,000				35,000
Deduct: Total equity-based compensation expense determined under the fair value method		(597,000	)		(8,000	)		(867,000	)			(35,000	)
Net earnings (loss) as pro forma under SFAS No. 123	$	(789,000	)	$	(442,000	)	$	889,000			$	152,000
Net (loss) earnings per common share – basic – as reported	$	(0.03	)	$	(0.03	)	$	0.08			$	0.01
Net (loss) earnings per common share – diluted – as reported	$	(0.03	)	$	(0.03	)	$	0.07			$	0.01
Net earnings (loss) per common share – basic – pro forma	$	(0.05	)	$	(0.03	)	$	0.06			$	0.01
Net earnings (loss) per common share – diluted – pro forma	$	(0.05	)	$	(0.03	)	$	0.05			$	0.01

The number of shares issued to the consultants and the value of such shares were based on negotiation between the Company’s management and its parent corporation, Lakes. After determining that Lakes would receive a 78% fully-diluted equity interest in the Company in exchange for an initial investment of $100,000, the remaining 22% equity interest was valued at $28,000 which management believes was appropriate since all of these instruments were issued at approximately the same time. This remaining 22% equity interest was issued in the form of restricted units and unit options and was allocated to five key individuals (three employees and two consultants) involved in the Company’s formation and/or initial operations based on the individuals’ relative perceived value to the enterprise.

On March 4, 2002, the Company granted 2,400,000 shares to its president under a management agreement. The units vest in four equal installments annually beginning February 25, 2003. If there is a change of control all non-vested units vest immediately. In connection with this grant, the Company recorded deferred compensation of $19,200. The Company recognized compensation expense of $3,600 in 2004 for shares earned based upon services provided under the management agreement.

3. CONCENTRATIONS

The Company has entered into agreements with the Travel Channel, LLC pursuant to which it granted the Travel Channel an exclusive license to broadcast and telecast its programs on television in the United States during Seasons One and Two of the World Poker Tour television series and options to acquire similar licenses for the episodes comprising each of the Seasons Three through Seven, which will not be completed until 2009. On May 20, 2004, TRV exercised its option with respect to Season Three.

Under the agreements, the Company is required to deliver each episode of the World Poker Tour television series by a specific delivery date. If the Company fails to timely deliver an episode, TRV has the right to reject that episode and be reimbursed for the related per-episode license fee. As a result, untimely delivery of one or more episodes by the Company may have a material adverse effect on the Company’s financial condition, results of operations and cash flow.

TRV’s decision to exercise its options may be affected by, among other things, the Company’s ability to deliver episodes in a timely manner, as well as the quality of the Company’s programming and its continued acceptance by the

13

WPT ENTERPRISES, INC.
Notes to Condensed Financial Statements (Continued)
(Unaudited)

viewing public. Since the Company’s revenue from the TRV has represented approximately 83% of the Company’s total historical revenue, a decision by TRV not to exercise its options for future seasons would have a material adverse effect on the Company’s financial condition, results of operations and cash flow, especially if this decision were made prior to the material growth of other Company revenue streams (for example, from the sale of branded merchandise). Even following the growth of other revenue streams, the failure to maintain a broadcast license agreement would be detrimental to the visibility and viability of the World Poker Tour brand.

4. COMMITMENTS AND CONTINGENCIES

The Company’s contractual purchase obligations to consultants include a monthly retainer of $5,000 payable to Brandgenuity, LLC through December 15, 2004. Brandgenuity is a brand licensing company that pursues brand licensing activities and negotiates licensing agreements on behalf of the Company.

Lakes has agreed that it and its subsidiaries, which includes the Company, will not pay dividends until the December 28, 2004 expiration of an indemnification agreement that Lakes entered into with Grand Casinos, Inc., a subsidiary of Caesars Entertainment, Inc. Subject to the dividend restriction, the payment of cash dividends in the future, if any, will be at the discretion of the Company’s Board of Directors.

On March 28, 2003, the Company entered into a Settlement Agreement and Release with HSOR, LLC. Pursuant to the terms of this settlement agreement, the Company pays HSOR a fee upon the initial domestic television exhibition (by our domestic licensee, currently the Travel Channel) of each program the Company produces using cameras to show players’ “hole” or “down” cards. The Company is also obligated to pay an additional fee for the initial exhibition of each such program pursuant to a second license entered into subsequent to the term of the license granted to our initial domestic licensee (the Travel Channel), if any. The initial fee for each program ranges from $1,500 to $3,000, depending upon which network initially exhibits the program within the United States (i.e. $1,500 if the network initially exhibiting the program is a network other than ESPN or Fox Sports Network, and $3,000 if the network initially exhibiting the program is ESPN or Fox Sports Network), and the additional fee for each program ranges from $750 to $1,500, depending upon which network subsequently exhibits the program within the United States, if any, with a total cap on the amount of fees paid to HSOR in connection with each program of $3,750. There is no fee associated with subsequent exhibitions of the program during the term of either the first or the second license agreements. In other words, once the $1,500 fee is paid to HSOR in connection with the initial exhibition of each program on the Travel Channel, Travel Channel can exhibit the program as many times as Travel Channel elects in accordance with the terms of the license to Travel Channel without the Company having to pay any additional fees to HSOR. During the nine months ended October 3, 2004, the Company made total payments to HSOR, LLC of $27,000.

The total amounts required to be paid under the settlement agreement for each year will depend on the number of episodes produced by the Company and exhibited domestically during that year. The term of the settlement agreement extends for the life of the HSOR patent, which expires in May 2014; provided that, the settlement agreement is terminable by the Company upon 30 days written notice.

On March 4, 2002, the Company entered into a written employment agreement with Steven Lipscomb pursuant to which he served as Chief Executive Officer. In connection with entering into the agreement, the Company issued 15,000 limited liability company membership units to Mr. Lipscomb that are subject to forfeiture restrictions which lapse in equal installments over four years, subject to acceleration in the event Mr. Lipscomb’s employment is terminated without “Cause” or there is a “Change of Control” (each as defined). Until the restrictions have lapsed with respect to any portion of Mr. Lipscomb’s membership units, the units will be immediately forfeited to the Company if Mr. Lipscomb’s employment is terminated for “Cause” (as defined) or a gaming authority determines that Mr. Lipscomb is unsuitable or unqualified to be associated with Lakes or a subsidiary of Lakes. Upon conversion into the corporation, these limited liability company membership units converted into 2,400,000 shares of common stock and the forfeiture restrictions lapsed on 1,200,000 shares. The forfeiture restrictions on the remaining 1,200,000 shares will lapse in 600,000 share installments on February 25, 2005 and February 25, 2006, respectively. See also Note 2.

14

WPT ENTERPRISES, INC.
Notes to Condensed Financial Statements (Continued)
(Unaudited)

On April 14, 2004, the Company entered into a letter agreement outlining the terms of a three year employment agreement for Mr. Lipscomb that the Company plans to enter into in the fourth quarter of 2004. Under this letter agreement, the Company has agreed to pay Mr. Lipscomb an annualized base salary of $500,000 commencing as of December 29, 2003 (which includes back pay for Mr. Lipscomb’s salary shortfall from January through March 2004) and Mr. Lipscomb will be eligible for an annual bonus of up to 10% of the Company’s net profits and an additional bonus equal to a percentage of the Company’s annual net profits above certain levels. The Company also granted Mr. Lipscomb options to purchase 600,000 shares of the Company’s common stock at $8.00 per share on August 9, 2004, which options will vest in equal installments over three years.

The Company is involved in various other inquiries, administrative proceedings, and litigation relating to matters arising in the normal course of business. While any proceeding or litigation has an element of uncertainty, management currently believes that the final outcome of these matters is not likely to have a material adverse effect upon the Company’s financial position or results of operations.

15

WPT ENTERPRISES, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

WPT Enterprises, Inc. (WPTE or the Company) is a media and entertainment company engaged in the creation of branded entertainment through the development, production and marketing of televised programming based on poker and other gaming themes. To date, our operations have principally revolved around the creation of our World Poker Tour brand through the production and licensing of a reality television series exhibited on the Travel Channel (TRV) that is based on the circuit of previously-established high-stakes poker tournaments that we have affiliated under the “World Poker Tour” name. Our immediate business plan involves continuing to build our World Poker Tour concept into a highly-recognizable brand from which we can generate revenues through license fees, retail sales, corporate sponsorships and other sources. We are pursuing this plan through three operating business units, described in greater detail below:

• WPTE Studios, a multi-media entertainment division.

• WPTE Consumer Products, a branded consumer products division.

• WPTE Corporate Alliances, a sponsorship and event management division.

By far, our principal source of revenues has been and continues to be the license fees we receive under our agreements with the Travel Channel covering the episodes of the World Poker Tour television series. We have recognized some revenues from our WPTE Consumer Products and WPTE Corporate Alliances business units, and we intend to use the proceeds of our initial public offering, described below, to expand our business in each of our three business units.

On August 9, 2004, the Securities and Exchange Commission declared effective our registration statement that registered the offer and sale of up to 4,000,000 shares of our common stock, at $8.00 per share, in our initial public offering and an additional 600,000 shares of our common stock that may be sold if the underwriters involved in the offering exercise their over-allotment option. Our common stock was approved for trading on The Nasdaq Stock Market and began trading on August 10, 2004. The initial closing of the offering, at which we sold 4,000,000 shares of common stock, occurred on August 13, 2004, and we received proceeds of approximately $28.0 million, net of offering expenses and underwriting discounts. The underwriters’ over-allotment option was exercised on September 17, 2004, resulting in additional net proceeds of $4.4 million to the Company. Proceeds from the offering have been used and are expected to be used to expand our entertainment production business and for our working capital. See Part II, Item 2. There were no selling shareholders participating in the offering.

WPTE Studios. Our multi-media entertainment division generates revenue through the domestic and international licensing of broadcast and telecast rights and casino memberships from casinos and cardrooms that host the televised World Poker Tour events. Season One of the World Poker Tour consisted of 15 total episodes that were exhibited on the Travel Channel beginning in the spring of 2003. Season Two consisted of 25 total episodes (14 regular tour stops and 11 specials). We completed production of the episodes comprising our Season Two programming during June 2004. We recognized an aggregate of $9.9 million in revenues from Season Two episode from the fourth quarter of 2003 through the third quarter of 2004. Our production of Season Three began in the third quarter, and we will begin to deliver episodes in the fourth quarter of 2004. The completion of production and the final delivery of Season Three episodes are currently scheduled to occur in the second quarter of fiscal 2005. Since our inception, the WPT Studios division has been responsible for approximately 93% of our company’s total revenue, and fees from the licensing of the World Poker Tour episodes to the Travel Channel for distribution in the United States have been responsible for approximately 83% of our company’s total revenue.

Under our agreements with the Travel Channel, we receive fixed license fees for each episode we produce. The license fees for each episode are payable at various times during the pre-production, production and post-production process and are recognized upon the Travel Channel’s receipt and acceptance of the completed episode. Television production costs are generally capitalized and charged to the Statements of Earnings and Loss as revenues are recognized.

16

WPT ENTERPRISES, INC.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

Our future revenue growth from the U.S. broadcasts of the series will be limited by our agreement with the Travel Channel, which grants the Travel Channel options for the next four seasons (Seasons Four through Seven) under which we would receive fixed license fees for each episode we produce. The options, if exercised, will give the Travel Channel exclusive rights to exhibit our programs an unlimited number of times on its television network (or any other television network owned by the Discovery Channel) in the United States for four years.

In addition to licensing our programming to the Travel Channel for domestic exhibition, we currently have agreements for international distribution of our programming into a number of countries. Our international distributor remits to us license fees net of a distribution fee and agreed upon sales and marketing expenses. The Travel Channel has the right to receive a portion of our adjusted gross revenues from international television licenses and certain other sources after specified minimum amounts are met.

We also generate revenue from annual membership fees payable by the casinos and card clubs that host World Poker Tour events (our “member casinos”). We currently have written agreements with 12 member casinos and one member casino participating under an unwritten arrangement.

In October 2004, we announced the formation of the Professional Poker Tour (PPT). The PPT is an invitation only tournament restricted to poker’s professional elite, including champions from WPT and other major poker competitions. The PPT currently includes five major stops: Foxwoods, Bellagio, Goldstrike Casino, Commerce Casino and the Mirage. WPTE will produce these five episodes and contribute certain allocated amounts to the event fees. We intend to license the series for network broadcast or cable telecast.

WPTE Consumer Products. During the second quarter of fiscal 2004, we began to derive revenues from the WPTE Consumer Products business unit principally through royalties from the licensing of our brand to companies seeking to use the World Poker Tour brand and logo in the retail sales of their consumer products. In addition, this business unit generates revenue from direct sales of company-produced merchandise featuring our World Poker Tour brand. The Travel Channel has the right to receive a percentage of our adjusted gross revenues above certain levels from our product licensing and merchandising activities.

We have signed or are in the process of negotiating licensing agreements with various licensees for a variety of consumer products in the United States and abroad. In addition, we have entered into a license agreement with our parent company, Lakes Entertainment, Inc. (Lakes), pursuant to which we are licensing the World Poker Tour name and logo to Lakes in connection with casino table games that Lakes intends to distribute using certain intellectual property rights of Sklansky Games, LLC. We have entered into an agreement with IGT, a slot machine manufacturer, to license the World Poker Tour brand in connection with the development of electronic, casino-based, poker-related gaming machines. We also sell company-produced consumer merchandise, including a DVD collection of the World Poker Tour’s Season One and several items of apparel featuring the World Poker Tour logo. We have also entered into a non-binding letter of intent to work with online gaming company WagerWorks Inc. to offer a WPT-branded, international, real-money gaming website in countries where it is legal for U.S. companies to operate gaming businesses.

WPTE Corporate Alliances. Our sponsorship and event management division generates revenue through corporate sponsorship and management of televised and live events. Our sponsorship program uses the professional sports model as a method to foster entitlement sponsorship opportunities and naming rights to major corporations.

17

WPT ENTERPRISES, INC.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

The following discussion and analysis should be read in conjunction with the condensed financial statements and notes thereto.

Nine Months Ended October 3, 2004 Compared to the Nine Months Ended September 28, 2003

Revenues

Total revenues were $11.8 million for the nine months ended October 3, 2004 compared to $3.9 million for the same period in the prior year. Revenues for the current and prior years were derived primarily from television license fees related to the WORLD POKER TOUR® (WPT) series. The increase in revenue is primarily due to an increase in the number of episodes delivered to the Travel Channel, LLC (TRV) during the first nine months of 2004 compared to the number of episodes delivered to TRV during the first nine months of 2003. Also contributing to the increase was revenue of approximately $2.3 million related to international television licensing, product licensing, host fees, sponsorship, and merchandise included in total revenue for the nine months ended October 3, 2004. In April 2004, TRV exercised its option to broadcast Season Three, the first of a possible five additional seasons of WPT covered by the option. WPT Season Three episodes are currently in production, and are scheduled to begin airing in March 2005. We receive fixed license payments from TRV subject to satisfaction of production milestones and other conditions. Domestic television license revenue is recognized upon delivery of completed episodes to TRV. We will begin to deliver completed Season Three episodes starting in the fourth quarter of 2004 and expect to begin to recognize revenues at that time.

Costs and Expenses

Our costs of revenues increased from $2.4 million for the nine months ended September 28, 2003 to $7.1 million for the nine months ended October 3, 2004. Cost of revenues for the current and prior year periods were derived primarily from production costs related to the WPT series. The increase was due primarily to a greater number of episodes being delivered to TRV during the 2004 period compared to the comparable 2003 period. Production costs for the nine months ended September 28, 2003 excluded a significant amount of costs related to episodes delivered in that period that were expensed as incurred in 2002 prior to the signing of the TRV contract in March 2003. Overall gross margins were comparable for the respective nine month periods due to higher international licensing, product licensing, host, sponsorship and merchandise revenue during the 2004 period that were offset by the exclusion of production costs in the comparable 2003 period.

Selling and administrative expenses increased from $1.2 million for the nine months ended September 28, 2003 to $3.5 million for the nine months ended October 3, 2004. This increase is primarily due to additional legal and consulting fees incurred during the 2004 period associated with business development, an increase in distribution costs associated with product licensing, and an increase in payroll costs resulting from growth related to becoming a public company.

Other

Interest income, net of interest expense, was $22,000 for the nine months ended October 3, 2004 compared to $103,000 of interest expense for the same period in the prior year. This difference is primarily due the payoff of the credit line with Lakes during the current year period and higher investment balances in the current year from the proceeds of the initial public offering.

Earnings Per Common Share and Net Earnings

For the nine months ended October 3, 2004, basic and diluted earnings per common share were $0.08 and $0.07, respectively, compared to basic and diluted earnings of $0.01 per common share for the same period in the prior year. Net income for the period ended October 3, 2004 was $1.2 million compared to $0.2 million for the nine months ended September 28, 2003.

18

WPT ENTERPRISES, INC.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

Three Months Ended October 3, 2004 Compared to the Three Months Ended September 28, 2003

Revenues

Total revenues were $3.0 million for the three months ended October 3, 2004, compared to $0.4 million in the prior year period. Revenues for the current and prior year quarters were derived primarily from television license fees related to the WPT series. The increase in revenue is primarily due to an increase in the number of episodes delivered to TRV during the third quarter of 2004 compared to the number of episodes delivered to TRV during the third quarter of 2003. Also contributing to the increase was revenue of approximately $0.6 million related to international television licensing, product licensing, host fees, sponsorship, and merchandise included in total revenue for the three months ended October 3, 2004. In April 2004, TRV exercised its option to broadcast Season Three, the first of a possible five additional seasons of WPT covered by the option. WPT Season Three episodes are currently in production, and are scheduled to begin airing in March 2005.

Costs and Expenses

Production costs increased from $0.3 million for the three months ended September 28, 2003 to $1.9 million for the three months ended October 3, 2004. The increase in production costs is primarily due to an increase in the number of episodes delivered to TRV during the third quarter of 2004 compared to the number of episodes delivered to TRV during the third quarter of 2003. Overall gross margins were 35% for the three months ended October 3, 2004 compared to 26% for the three months ended September 28, 2003. The higher gross margins in the current year period were due primarily to higher international television and product licensing revenues in 2004 compared to the same quarter in 2003.

Selling and administrative expenses increased from $0.5 million for the three months ended September 28, 2003 to $1.5 million for the three months ended October 3, 2004. This increase is primarily due to additional legal and consulting fees incurred during the 2004 period associated with business development and an increase in payroll costs resulting from growth related to becoming a public company.

Other

Interest income, net of interest expense, was $52,000 for the three months ended October 3, 2004 compared to interest expense of $29,000 for the same period in the prior year. This difference is primarily due the payoff of the credit line with Lakes Entertainment, Inc. during the current year period and higher investment balances in the current year from the proceeds of the initial public offering.

Losses Per Common Share and Net Losses

For the three months ended October 3, 2004, basic and diluted losses per common share were $0.03 compared to basic and diluted losses of $0.03 per common share for the same period in the prior year. Net loss for the quarter ended October 3, 2004 was $0.5 million compared to a $0.4 million loss for the quarter ended September 28, 2003.

19

WPT ENTERPRISES, INC.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

Outlook

We currently anticipate generating revenues of approximately $10.8 million from Season Three license fees under the Travel Channel agreement, depending on the number of episodes that ultimately comprise that season. We expect to recognize approximately $3.1 million of this revenue during the fourth quarter of fiscal 2004, with the rest being recognized in fiscal 2005. Other sources of expected revenues during the fourth quarter of fiscal 2004 include international television licensing revenues resulting from the distribution of the World Poker Tour’s Season One and Two and product licensing fees.

Liquidity and Capital Resources

From our inception through August 13, 2004, we funded our startup costs, operating costs and capital expenditures through loans from our majority equity owner, Lakes Poker Tour, LLC (Lakes Poker Tour), a wholly owned subsidiary of Lakes Entertainment, Inc. At October 3, 2004, we had an accumulated deficit of $0.7 million and $4.0 million of available borrowings under our working capital loan, which we do not intend to utilize in the future. For the nine months ended October 3, 2004, we realized net earnings of approximately $1.2 million and generated $5.8 million of cash from operating activities.

On August 13, 2004, we completed an initial public offering of our common stock. The aggregate gross proceeds of the shares offered and sold by us, including shares sold under the over-allotment option, totaled $36.8 million. In connection with the offering, we paid an aggregate of $2.9 million in underwriting discounts and commissions to the underwriters, and $1.5 million in other expenses in connection with the offering. After deducting the underwriting discounts and commissions and the total offering expenses, we received net proceeds from our initial public offering of approximately $32.4 million. We used $0.2 million of the proceeds to repay the balance of the loans from Lakes Poker Tour, and we have retained almost all of the net proceeds from the offering in cash, cash equivalents and short-term investments, and intend to use the net proceeds for working capital and capital expenditures associated with the expansion of our media and other businesses and for general corporate purposes. The generation of cash flow sufficient to meet the Company’s cash needs is dependent not only on the continuance of the World Poker Tour television series, but also on the Company’s ability to expand revenue channels, control production costs, and manage expansion initiatives. We believe the proceeds of the offering, along with anticipated revenues, will be sufficient to support our operations for the foreseeable future.

The table below sets forth our known contractual obligations as of October 31, 2004:

	Payments due by period
			Less Than						More Than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years
Operating lease(1)	$	3,043,000	$	273,000	$	936,000	$	998,000	$	836,000
Purchase obligations(2)		10,000		10,000		—		—		—
Employee obligation(3)		1,833,000		1,000,000		833,000		—		—
Total	$	4,886,000	$	1,283,000	$	1,769,000	$	998,000	$	836,000

(1)	We have a month-to-month lease for our current office space. The monthly lease payment fluctuates from month to month based on the amount of space we utilize. The average amount paid per month under the lease is approximately $21,000.
	WPTE has signed a new lease and is expected to move into the new office space in March 2005 where the monthly lease payments will start at approximately $38,000 and escalate up to approximately $45,000. The amount set forth in the table above assumes monthly lease payments through May 2011.
(2)	Purchase obligations include a monthly retainer of $5,000 payable to Brandgenuity, LLC through December 15, 2004.
(3)	Employee obligation includes the base salaries payable to Steven Lipscomb, Audrey Kania and Robyn Moder under their respective employment agreements.

20

WPT ENTERPRISES, INC.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

Significant Accounting Policies

The significant accounting policies, which WPTE believes are the most critical to aid in fully understanding and evaluating its reported financial results, include the following: revenue recognition, television costs, deferred revenue and stock-based compensation.

Revenue recognition: Domestic and international television license fee revenues are recognized as earned by the American Institute of Certified Public Accountants Statement of Position (SOP) No. 00-2, Accounting by Producers or Distributors of Films. Revenue is recognized upon receipt and acceptance of episodes by the ultimate customer once the license period has begun. Currently, for international television license fees the company does not consider collectibility to be reasonably assured until the distributor has received payment. WPTE presents international distribution license fee revenues net of the distributor’s fees, as the distributor is the primary obligator in the transaction with the ultimate customer.

Product licensing revenues are recognized when the underlying royalties from the sales of the related products are earned. The Company recognizes minimum revenue guarantees ratably over the term of the license or as earned royalties based on actual sales of the related products, if greater.

Host fee revenues paid by host casinos are recognized as episodes are aired.

Sponsorship revenues are recognized as episodes are aired.

Deferred revenue: Licensing advances and guaranteed payments collected, but not yet earned by the Company, as well as host fee and sponsorship receipts collected prior to the airing of episodes, are classified as deferred revenue in the accompanying balance sheets.

Television costs: Television costs include capitalizable direct costs, production overhead and development costs and are stated at the lower of cost or net realizable value based on anticipated revenue. We have not currently anticipated any revenues in excess of those subject to existing contractual relationships. Marketing, distribution, and general and administrative costs are expensed as incurred. Capitalized television production costs for each episode are expensed as revenues are recognized upon delivery and acceptance by TRV of the completed episode. Management currently estimates that approximately 95% and 100% of capitalized television costs at October 3, 2004 are expected to be expensed by the end of fiscal 2004 and 2005, respectively

Stock-based compensation: We account for equity-based employee compensation under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and Related Interpretations. Compensation expense for stock option grants issued to employees is recorded to the extent the fair market value of the stock on the date of grant exceeds the option price. Compensation expense for restricted stock grants is measured based on the fair market value of the stock on the date of grant. The compensation expense is amortized ratably over the vesting period of the awards.

We account for equity-based consultant compensation according to the recognition and measurement principles of EITF 96-18, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. Compensation expense for stock option grants issued to consultants is recorded at the fair market value of the options at the measurement date, defined as the date the options vest and services have been provided.

21

WPT ENTERPRISES, INC.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

Recently issued accounting pronouncements: In March 2004, the FASB issued an exposure draft of a proposed standard entitled “Share Based Payment”, which would amend existing accounting rules. The proposed standard, if adopted, would require expensing stock options issued by the Company based on their estimated fair value at the date of grant and would be effective for the third quarter of 2005. Upon issuance of a final standard, which is expected in late 2004, we will evaluate the impact on our consolidated financial position and results of operations.

Transition to Independent Management of Accounting System and Development of Internal Support of Disclosure Controls and Procedures and Internal Controls.

Since our inception, our personnel have been responsible for initiating financial and business transactions, making related bookkeeping entries and verifying the accuracy of our financial reports. However, the personnel of our majority shareholder, Lakes, have historically been responsible for the operation of our financial accounting systems and preparation of our financial reports as part of an arrangement under which Lakes provides us with general and administrative services.

In addition, some of our disclosure controls and procedures and internal controls have been implemented jointly with and supported by Lakes’ own internal controls. We have been transitioning to an independent operation of accounting systems, and we continue to develop the internal support of our disclosure controls and procedures and internal controls. We anticipate that our systems will be independently operational within the next several months. Until such time, however, Lakes will continue to support our accounting systems.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Private Securities Litigation Reform Act

The foregoing discussion and other statements in this report contain various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on the Company’s current expectations or beliefs concerning future events. These statements can be identified by the use of terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could,” “possible,” “plan,” “project,” “will,” “forecast” and similar words or expressions.

Forward looking information involves important risks and uncertainties that could significantly affect the Company’s anticipated future results and, accordingly, actual results may differ materially from those expressed in any forward-looking statement. The Company’s forward-looking statements generally relate to plans for future expansion and other business development activities, expected levels of capital spending, potential sources of future financing and the possible effects on the Company’s business of gaming, tax and other regulation and of competition. Although it is not possible to foresee all of the factors that may cause actual results to differ from the Company’s forward-looking statements, these factors include, among others, the following risk factors:

22

WPT ENTERPRISES, INC.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations (Continued)

• We remain heavily reliant upon our agreements with TRV as a source of revenue and any termination or impairment of these agreements would materially and adversely affect the results of our operations;

• The termination or impairment of our relationships with key licensing and strategic partners could harm our business performance;

• Our television programming may fail to maintain a sufficient audience for a variety of reasons, many of which are beyond our control;

• Our ability to create and license our television programming profitably may be negatively affected by adverse trends that apply to the television production business generally;

• Our competitors (many of whom have greater financial resources or marketplace presence) may develop television programming that would directly compete with our television programming;

• A decline in general economic conditions or the popularity of our brand of televised poker tournaments may negatively impact our business;

• We may be unable to protect our entertainment concepts, our current and future brands and our other intellectual property rights;

• We may be unable to successfully expand into foreign markets or into new or complementary businesses;

• The regulatory environment for online gaming is currently uncertain, and despite our efforts to comply with applicable laws, we may be unable to pursue this business fully or our activities may be claimed or found to be in violation of applicable United States or foreign regulations; and

• The loss of our President or another member of our senior management team may negatively impact the success of our business.

Investors are cautioned that all forward-looking statements involve risks and uncertainties.

23

WPT ENTERPRISES, INC.
Quantitative and Qualitative Disclosures about Market Risk; Controls and Procedures

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s financial instruments include cash and cash equivalents, marketable securities and long-term debt. The Company’s main investment objectives are the preservation of investment capital and the maximization of after-tax returns on its investment portfolio. Consequently, the Company invests with only high-credit-quality issuers and limits the amount of credit exposure to any one issuer. The Company does not use derivative instruments for speculative or investment purposes.

The Company’s cash and cash equivalents are not subject to significant interest rate risk due to the short maturities of these instruments. As of October 3, 2004, the carrying value of the Company’s cash and cash equivalents approximates fair value. The Company has in the past and may in the future obtain marketable debt securities (principally consisting of commercial paper, corporate bonds, and government securities) having a weighted average duration of one year or less. Consequently, such securities would not be subject to significant interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or Rule 15d – 15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that WPT Enterprises, Inc.’s disclosure controls and procedures are effective.

There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced above.

24

Part II Other Information

WPT ENTERPRISES, INC.
Part II
Other Information

ITEM 1. LEGAL PROCEEDINGS

On March 28, 2003, we entered into a Settlement Agreement and Release with HSOR, LLC. The agreement resulted from HSOR’s claim that we were infringing upon an HSOR patent by using small television cameras to reveal players’ “hole” cards or “down” cards to a television audience in connection with the televised exhibition of poker tournaments. Pursuant to the terms of the agreement, we pay HSOR a fee upon the initial domestic television exhibition (by our domestic licensee, currently the Travel Channel) of each program we produce using cameras to show players’ “hole” or “down” cards. We are also obligated to pay an additional fee for the initial exhibition of each such program pursuant to a second license entered into subsequent to the term of the license granted to our initial domestic licensee (the Travel Channel), if any. The initial fee for each program ranges from $1,500 to $3,000, depending upon which network initially exhibits the program within the United States ($1,500 if the network initially exhibiting the program is a network other than ESPN or Fox Sports Network, and $3,000 if the network initially exhibiting the program is ESPN or Fox Sports Network), and the additional fee for each program ranges from $750 to $1,500, depending upon which network subsequently exhibits the program within the United States, if any, with a total cap on the amount of fees paid to HSOR in connection with each program of $3,750. There is no fee associated with subsequent exhibitions of the program during the term of either the first or the second license agreements. In other words, once the $1,500 fee is paid to HSOR in connection with the initial exhibition of each program on the Travel Channel, Travel Channel can exhibit the program as many times as it elects in accordance with the terms of the license to Travel Channel without us having to pay any additional fees to HSOR. The term of the settlement agreement extends for the life of the HSOR patent, which expires in May 2014; provided that, the settlement agreement is terminable by us upon 30 days written notice.

On May 21, 2004, we filed a lawsuit against Reece Powers II, Janice Powers, R&J Partnership, Ltd. d/b/a Reece’s Las Vegas Supplies, Virgil Dale Rockwell and Does 1 through 50 in the United States District Court — Southern District of Ohio asserting that the defendants infringed upon our trademark rights in the marks WORLD POKER TOUR and WPT (and related logos) when they organized an unaffiliated poker tournament and advertised the tournament as a WPT satellite event. We obtained a stipulated permanent injunction against the defendants’ future use of the WPT marks and are seeking to recover damages and legal costs associated with this matter.

On August 25, 2004, we filed a lawsuit against TVi Media, LLC, Passport International Productions of California and Does 1-10 in the United States District Court, Central District of California asserting that defendants’ use of certain video footage infringed upon WPTE’s copyrighted materials and that defendants engaged in unfair competition through the use of WPTE’s copyrighted materials and trademarks. On September 7, 2004, the Honorable Dale S. Fischer entered a stipulated preliminary injunction enjoining defendants and all those acting in concert with them from infringing our copyrighted materials and trademarks. Expedited discovery is proceeding. On November 4, 2004, we amended the complaint to add additional parties, who are still in the process of being served. They include Dante Pugliese, Michelle Pugliese, Sam Riddle, Sam Riddle & Associates, Inc., and International Poker Championship Series, Inc.

We are not currently a party to any material litigation and are not aware of any threatened litigation that would have a material adverse effect on our business.

25

WPT ENTERPRISES, INC.
Part II
Other Information (Continued)

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Unregistered Sales of Equity Securities. Not applicable.

(b) Use of Proceeds.

On August 13, 2004, we completed an initial public offering of our common stock. The aggregate gross proceeds of the shares offered and sold by us, including shares sold under the over-allotment option, totaled $36.8 million. In connection with the offering, we paid an aggregate of $2.9 million in underwriting discounts and commissions to the underwriters, and $1.5 million in other expenses in connection with the offering. After deducting the underwriting discounts and commissions and the total offering expenses, we received net proceeds from our initial public offering of approximately $32.4 million. We used $0.2 million of the proceeds to repay the balance of the loans from Lakes Poker Tour, and we have retained almost all of the net proceeds from the offering in cash, cash equivalents and short-term investments, and intend to use the net proceeds for working capital and capital expenditures associated with the expansion of our media and other businesses and for general corporate purposes.

(c) Issuer Purchases of Equity Securities. Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10.1	Office Lease, dated as of September 24, 2004, by and between Wilshire Courtyard L.L.C. and WPT Enterprises, Inc.
10.2	Amendment Number 5, dated August 18, 2004 to Acquisition Master Agreement dated August 22, 2003, by and between The Travel Channel, L.L.C. and WPT Enterprises, Inc. (f/k/a World Poker Tour, LLC) (portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934)
31.1	Certification of CEO pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of CFO pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 17, 2004	WPT ENTERPRISES, INC.
	Registrant
	/s/ Lyle Berman
	Lyle Berman Chairman of the Board and Chief Executive Officer
	/s/ W. Todd Steele
	W. Todd Steele Chief Financial Officer

27

EX-10.1

                                                                    Exhibit 10.1

                                  OFFICE LEASE

                               WILSHIRE COURTYARD

                           WILSHIRE COURTYARD L.L.C.,

                      a Delaware limited liability company,

                                  as Landlord,

                                       and

                             WPT ENTERPRISES, INC.,

                             a Delaware corporation

                                   as Tenant.



                                                                                          
1.   Premises, Building, Project, And Common Areas; Rentable Square Footage.                  4

2.   Lease Term.                                                                              5

3.   Rent.                                                                                    8

4.   Additional Rent.                                                                         8

5.   Use Of Premises.                                                                        15

6.   Services and Utilities.                                                                 16

7.   Repairs.                                                                                19

8.   Additions And Alterations.                                                              19

9.   Covenant Against Liens.                                                                 21

10.  Insurance.                                                                              21

11.  Damage and Destruction.                                                                 23

12.  Nonwaiver.                                                                              24

13.  Condemnation.                                                                           25

14.  Assignment And Subletting.                                                              25

15.  Surrender Of Premises; Ownership And Removal Of Trade Fixtures.                         29

16.  Holding Over.                                                                           30

17.  Estoppel Certificates.                                                                  30

18.  Subordination.                                                                          30

19.  Defaults; Remedies.                                                                     31

20.  Covenant Of Quiet Enjoyment.                                                            33

21.  Security Deposit.                                                                       34

22.  Credit.                                                                                 34

23.  Signs.                                                                                  36

24.  Compliance With Law.                                                                    36

25.  Late Charges.                                                                           36

26.  Landlord's Right To Cure Default; Payments By Tenant.                                   37

27.  Entry By Landlord.                                                                      37





                                                                                          
28.  Tenant Parking.                                                                         38

29.  Miscellaneous Provisions.                                                               38

1.   General Construction.                                                                    1

2.   Tenant Improvements                                                                      1

3.   Construction Drawings.                                                                   2

4.   Construction of the Tenant Improvements.                                                 5

5.   Completion of the Tenant Improvements.                                                   6

6.   Miscellaneous.                                                                           7

1.   Recitals.                                                                                3

2.   Consent. Landlord hereby consents to the subletting of the Sublet Premises by
     Tenant to Subtenant pursuant to the terms of the Sublease to the extent and
     only to the extent that the Sublease does not enlarge Tenant's rights under
     the Lease, give Subtenant any right not granted under the Lease, or
     increase Landlord's responsibilities or obligations under the Lease, and
     subject to the following terms and conditions:                                           3

3.   General Provisions.                                                                      5





                               EXHIBITS
     --------------------------------------------------------------
  
A    OUTLINE OF PREMISES
B    TENANT WORK LETTER
C    FORM OF NOTICE OF LEASE TERM DATES
D    RULES AND REGULATIONS
E    FORM OF TENANT'S ESTOPPEL CERTIFICATE
F    FORM OF SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT
G    FORM OF CONSENT TO TRANSFER
H    FORM OF LETTER OF CREDIT




                               WILSHIRE COURTYARD

                                  OFFICE LEASE

      This Office Lease (the "LEASE"), dated as of the date set forth in Section
1 of the Summary of Basic Lease Information (the "SUMMARY"), below, is made by
and between WILSHIRE COURTYARD L.L.C., a Delaware limited liability company
("LANDLORD"), and WPT ENTERPRISES, INC., a Delaware corporation ("TENANT").

                       SUMMARY OF BASIC LEASE INFORMATION



              TERMS OF LEASE                                                               DESCRIPTION
- -----------------------------------------                          ----------------------------------------------------------------
                                                                
1.     Date:                                                       July 29, September 22, 2004

2.     Premises
       (Article 1).

       2.1       Building:                                         5700 Wilshire Boulevard, Los Angeles, California  90036,
                                                                   containing 536,027 rentable square feet.

       2.2       Premises:                                         15,901 rentable square feet of space located on the third  (3rd)
                                                                   floor of the Building, as further set forth in Exhibit A to the
                                                                   Office Lease.

3.     Lease Term (Article 2).

       3.1       Length of Term:                                   Seventy-five (75) months.

       3.2       Lease Commencement Date:                          The earlier of (a) the date which is ten (10) days after
                                                                   Substantial Completion of the Premises (defined in Lease Section
                                                                   2.1), and (b) the date on which Tenant first occupies the
                                                                   Premises for the conduct of business therefrom.

3.3    Lease Expiration Date:                                      Seventy-five (75) months following the Lease Commencement Date.

4.     Base Rent (Article 3):




                                   Monthly
Period Following Lease            Installment                            Monthly Rental Rate
  Commencement Date              of Base Rent                         per Rentable Square Foot
- ----------------------           ------------                         ------------------------
                                                                
Months 1 - 3                      $     0.00                                   $ 0.00

Months  4 - 15                    $37,844.38                                   $ 2.38

Months 16 - 27                    $39,116.46                                   $ 2.46

Months 28 - 39                    $40,388.54                                   $ 2.54

Months 40 - 51                    $41,660.62                                   $ 2.62

Months 52 - 63                    $43,091.71                                   $ 2.71

Months 64 - 75                    $44,522.80                                   $ 2.80


                                      -1-



                                                                
       Base Year                                                   Calendar year 2004.
       (Article 4):

6.     Tenant's Share                                              Approximately 2.966%.
       (Article 4):

7.     Permitted Use                                               General office use consistent with a first-class office building,
       (Article 5):                                                including, without limitation, entertainment and television
                                                                   production and post-production facilities and related activities
                                                                   consistent with a first-class office building

8.     Security Deposit                                            $44,522.80

9.     Parking Pass Ratio                                          Up to three and one half (3.5), but no less than two and one-half
       (Article 28):                                               (2.5) unreserved parking passes for every 1,000 rentable square
                                                                   feet of the Premises. Subject to the terms of Article 28 of the
                                                                   Lease, Tenant may elect to convert up to two (2) unreserved
                                                                   parking passes to reserved parking passes.

10.    Address of Tenant
       (Section 29.18):                                            1041 N. Formosa
                                                                   Formosa Building, Suite 99
                                                                   Hollywood, CA  90045
                                                                   Attention: Adam Pliska, Director of Business and
                                                                              Legal Affairs
                                                                   (Prior to Lease Commencement Date)

                                                                   and

                                                                   5700 Wilshire Boulevard
                                                                   Suite 350
                                                                   Los Angeles, CA  90036
                                                                   Attention: Adam Pliska, Director of Business and
                                                                              Legal Affairs
                                                                   (After Lease Commencement Date)

                                                                   with a copy to:

                                                                   Sonnenschein Nath & Rosenthal LLP
                                                                   601 South Figueroa Street, Suite 1500
                                                                   Los Angeles, CA  90017
                                                                   Attention: Robert M. Johnson, Esq.

11.    Address of Landlord                                         See Section 29.18 of the Lease.
       (Section 29.18):

12.    Broker(s)                                                   McCarthy Cook & Co. LLC
       (Section 29.24):                                            Wilshire Courtyard
                                                                   5750 Wilshire Boulevard
                                                                   Los Angeles, California 90036

                                                                   and

                                                                   JuliaEn J. Studley, Inc.
                                                                   10960 Wilshire Boulevard, 17th Floor
                                                                   Los Angeles, California 90024
                                                                   Attn: Janice Cimbalo
                                                                         Robert Cavaiola



                                      -2-



1.    PREMISES, BUILDING, PROJECT, AND COMMON AREAS; RENTABLE SQUARE FOOTAGE.

      1.1   PREMISES, BUILDING, PROJECT AND COMMON AREAS.

            (a)   THE PREMISES. Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord the premises set forth in Section 2.2 of the Summary
(the "PREMISES"). The outline of the Premises is set forth in EXHIBIT A attached
hereto and each floor or floors of the Premises has the number of rentable
square feet as set forth in Section 2.2 of the Summary. The parties hereto agree
that the lease of the Premises is upon and subject to the terms, covenants and
conditions herein set forth, and Tenant covenants as a material part of the
consideration for this Lease to keep and perform each and all of such terms,
covenants and conditions by it to be kept and performed and that this Lease is
made upon the condition of such performance. The parties hereto hereby
acknowledge that the purpose of Exhibit A is to show the approximate location of
the Premises in the "Building," as that term is defined in Section 1.1(b),
below, only, and such Exhibit is not meant to constitute an agreement,
representation or warranty as to the construction of the Premises, the precise
area thereof, or the specific location of the "Common Areas," as that term is
defined in Section 1.1(c), below, or the elements thereof or of the accessways
to the Premises or the "Project," as that term is defined in Section 1.1(b),
below. Except as specifically set forth in this Lease and in the Tenant Work
Letter attached hereto as EXHIBIT B (the "TENANT WORK LETTER"), Landlord shall
not be obligated to provide or pay for any improvement work or services related
to the improvement of the Premises. Tenant also acknowledges that neither
Landlord nor any agent of Landlord has made any representation or warranty
regarding the condition of the Premises, the Building or the Project or with
respect to the suitability of any of the foregoing for the conduct of Tenant's
business, except as specifically set forth in this Lease and the Tenant Work
Letter. The taking of possession of the Premises by Tenant shall conclusively
establish that the Premises and the Building were at such time in good and
sanitary order, condition and repair.

            (b)   THE BUILDING AND THE PROJECT. The Premises are a part of the
building set forth in Section 2.1 of the Summary (the "BUILDING"). The Building
is part of an office project known as "WILSHIRE COURTYARD." The term "PROJECT,"
as used in this Lease, shall mean (i) the Building and the Common Areas, (ii)
the land (which is improved with landscaping, subterranean parking facilities
and other improvements) upon which the Building and the Common Areas are
located, and (iii) the other office building located adjacent to the Building
and the land upon which such adjacent office building is located, and (iv) at
Landlord's discretion, any additional real property, areas, land, buildings or
other improvements added thereto outside of the Project.

            (c)   COMMON AREAS. Tenant shall have the non-exclusive right to use
in common with other tenants in the Project, and subject to the rules and
regulations referred to in Article 5 of this Lease, those portions of the
Project which are provided, from time to time, for use in common by Landlord,
Tenant and any other tenants of the Project (such areas, together with such
other portions of the Project designated by Landlord, in its discretion,
including certain areas designated for the exclusive use of certain tenants, or
to be shared by Landlord and certain tenants, are collectively referred to
herein as the "COMMON AREAS"). The Common Areas shall consist of the "Project
Common Areas" and the "Building Common Areas." The term "PROJECT COMMON AREAS,"
as used in this Lease, shall mean the portion of the Project designated as such
by Landlord. The term "BUILDING COMMON AREAS," as used in this Lease, shall mean
the portions of the Common Areas located within the Building designated as such
by Landlord. The manner in which the Common Areas are maintained and operated
shall be at the sole discretion of Landlord, provided that Landlord shall
maintain and operate same in a manner consistent with that of other first-class,
high-rise office buildings in the vicinity of the Building (the "COMPARABLE
BUILDINGS") and the use thereof shall be subject to such reasonable rules,
regulations and restrictions as Landlord may make from time to time. Landlord
reserves the right to close temporarily, make alterations or additions to, or
change the location of elements of the Project and the Common Areas, provided
such alterations, additions or changes do not adversely affect access to or
Tenants normal business operations in the Premises.

      1.2   SQUARE FOOTAGES. The parties stipulate to the rentable area of the
Premises and the Building set forth in Section 2 of the Summary, and such areas
shall not be subject to remeasurement by either party.

      1.3   RIGHT OF FIRST OFFER FOR ADDITIONAL SPACE.

            (a)   PROPOSAL TO LEASE. Subject to the other provisions of this
Section 1.3, and provided Tenant is not in default hereunder (after any
applicable notice and lapse of applicable cure periods), if any portion of

                                      -3-



the third (3rd) floor of the Building containing 5,000 to 10,000 rentable square
feet and which is immediately adjacent to the Premises, becomes available for
lease to others (the "AVAILABLE SPACE") during the Lease Term, Tenant shall have
an ongoing right of first offer to lease such Available Space that becomes
available as set forth herein. For purposes of this Section 1.3, Available Space
shall not include (i) space for which existing leases are being renewed, or (ii)
space which is the subject of options to expand or rights of first offer granted
to any other person or tenant, which rights are existing on the date hereof or
are granted hereafter without violation of Tenant's rights hereunder in
connection with a lease of Available Space to any other Person for which Tenant
has been given an opportunity to lease such Available Space hereunder.

            (b)   OFFER NOTICE. Until the termination of Tenant's rights under
this Section 1.3, provided Tenant has given Landlord notice of Tenant's interest
in leasing Available Space (an "INTEREST NOTICE") (except as set forth below),
Landlord shall not, within one hundred twenty (120) days after receipt of such
notice, enter into or commit to enter into any lease of Available Space without
first giving Tenant a notice ("OFFER NOTICE") offering to lease such Available
Space to Tenant on the following terms and conditions: (A) the term of this
Lease as to such Available Space shall commence on the date on which Landlord
delivers possession thereof to Tenant and shall continue (i) with respect to any
lease of Available Space entered into on or before the third (3rd) anniversary
of the Commencement Date, until the end of the Lease Term as to the balance of
the Premises, and (ii) with respect to any lease of Available Space entered into
after the third (3rd) anniversary of the Commencement Date, until the end of the
Renewal Term as if the first Renewal Option were exercised (whether or not the
first Renewal Option is, in fact, exercised by Tenant); (B) the Base Rent
payable by Tenant for the Available Space shall be the Market Rent (as defined
in Section 2.2 below) and the Base Year with respect to the Available Space
leased by Tenant shall be adjusted in accordance with such Market Rent, (C)
Tenant shall pay Additional Rent for the Available Space in accordance with the
provisions of Article 4 of this Lease; (D) Tenant shall receive the applicable
improvement allowance and other applicable concessions as determined in
connection with the determination of the Market Rent for the Available Space to
the extent any such allowance is then being given in the Comparable Transactions
used in the determination of such Market Rent; and (E) the Available Space shall
be added to the Premises for all other purposes of this Lease and all of the
other terms and conditions of this Lease shall apply to such Available Space
that is leased by Tenant during the term of this Lease with respect thereto.
Tenant shall not be obligated to give Landlord an Interest Notice unless
Landlord has previously given Tenant written notice specifying the current
availability of the Available Space for lease to others and the dates the
Available Space, if not currently available, will become available for lease to
others (the "AVAILABLE SPACE NOTICE") and the information contained in any
Available Space Notice most recently given to Tenant remains accurate. If
Landlord has not given Tenant an Available Space Notice which remains accurate,
Landlord shall give Tenant an Offer Notice as set forth above, even without
receipt of an Interest Notice from Tenant, prior to Landlord's entering into or
committing to enter into any lease of Available Space, after which the other
provisions of this Section 1.3 shall apply.

            (c)   NO ACCEPTANCE. If Tenant does not accept the Available Space
offered by Landlord by giving Landlord written notice of such acceptance (the
"ACCEPTANCE NOTICE") within ten (10) business days after receipt of such Offer
Notice, then Landlord shall be free to lease such space to any other Person and
Tenant shall not have any rights under this Section 1.3 with respect to such
Available Space for a period of one hundred fifty (150) days after expiration of
said ten (10) business day period, and only upon Tenant's delivery of another
Interest Notice. Tenant also shall have its rights under this Section 1.3 with
respect to such space not accepted by Tenant, when such space again becomes
Available Space after the expiration of a lease thereof to a third party.

            (d)   MARKET RENT. If Tenant timely accepts the Available Space
offered by Landlord, Tenant shall lease the same from Landlord on the terms and
conditions described in Paragraph 1.3(b) and at the Market Rent determined as
follows. Landlord and Tenant shall attempt to agree on the Market Rent for a
period of ten (10) business days after the after the date on which Tenant
accepts the Available Space offered by Landlord in the Offer Notice. In the
event that Landlord and Tenant do not agree upon such rent within said ten (10)
business day period, on the fifth (5th) business day after the expiration of
said ten (10) business day period, Landlord and Tenant shall each simultaneously
submit to the other in writing its good faith estimate of the Market Rent. If
the higher of said estimates is not more than one hundred and five percent
(105%) of the lower of such estimates, the Market Rent in question shall be
deemed to be the average of the submitted rates. If otherwise, then the rate
shall be set by arbitration to be held in Los Angeles County, California in
accordance with the Real Estate Valuation Arbitration Rules of the American
Arbitration Association, as follows. Landlord and Tenant shall within five (5)
business days after submittal of their estimates, each appoint a recognized real
estate expert who is a member of M.A.I., who has

                                      -4-



10 years of professional real estate experience in the market where the Premises
are located and who shall have generally recognized current competence in the
valuation of rental properties similar to the Building and Project which are
located in the vicinity of the Project. The two experts so appointed shall
appoint a third recognized real estate expert possessing the aforesaid
qualifications. If the three experts to be so appointed are not appointed within
ten (10) business days of the date the appraisal procedure is invoked, then the
expert or experts, if any, who have been selected shall proceed to carry out the
appraisal using the definition of Market Rent set forth in Paragraph 2.2(c)
below. The expert or experts shall determine the Market Rent in accordance with
the terms of this Lease and pick one of the two rates submitted, being the rate
that is closer to the Market Rent as determined by the arbitrator using the
definition set forth in Section 2.2. Any such selection shall be signed by a
majority of the experts if more than two have been selected. If only two experts
have been selected and they are unable to agree, then either Landlord or Tenant
shall be entitled to apply to the presiding judge of the Superior Court of The
County of Los Angeles, California for the selection of a third expert who shall
then participate in such appraisal proceedings, and who shall be selected from a
list of names of experts possessing the aforesaid qualifications submitted by
Landlord and/or from a list of names of experts possessing the aforesaid
qualifications submitted by Tenant. Each party shall pay the cost of the
appraiser selected by such party, and shall equally share the cost of the third
appraiser. The parties agree to be bound by the decision of the arbitrators,
which shall be final and non-appealable, and judgment upon the award rendered by
the arbitrators may be entered in any court having jurisdiction thereof. Within
fifteen (15) business days after the determination of the Rent under this
Section, Tenant and Landlord shall execute an appropriate lease amendment
reflecting Tenant's acceptance of the Offer Notice as to specific Available
Space and setting forth the Rent therefor.

            (e)   TERMINATION OF RIGHT. Tenant's rights under this Section 1.3
shall expire (i) if Tenant does not timely exercise the Renewal Option set forth
in Section 2.2 below, upon the lapse of Renewal Option on the date which is
twelve (12) months prior to the expiration of the initial Lease Term, or (ii) if
Tenant timely exercises the Renewal Option, on the eighth (8th) anniversary of
the Lease Commencement Date.

            (f)   SAME TERMS AND CONDITIONS. During the term of this Lease with
respect to any Available Space leased by Tenant, such Available Space shall
become part of the Premises and, except as otherwise provided in this Section
1.3, shall be leased upon the same terms and conditions as the original
Premises.

            (g)   PERSONAL RIGHT. Tenant's right to lease Available Space as set
forth in this Section 1.3 is personal to Tenant and may not be assigned,
transferred or conveyed to any party, except to an entity to which this Lease
has been assigned (as permitted pursuant to Article 14 below) in its entirety
which (i) has succeeded to the entire business and assets (by merger,
reorganization or otherwise) of the original Tenant hereunder, or (ii) which is
owned or controlled by Tenant or is under common ownership or control with
Tenant. For purposes hereof, the words "control," and "Person" shall have the
meanings ascribed to them in Paragraph 2.2(d) below. The foregoing shall not be
construed to limit Tenant's ability to exercise its rights under this Section
1.3 for the benefit of any other assignee of the Lease permitted pursuant to
Article 14 below.

2.    LEASE TERM.

      2.1   INITIAL TERM. The terms and provisions of this Lease shall be
effective as of the date of this Lease. The term of this Lease (the "LEASE
TERM") shall be as set forth in Section 3.1 of the Summary, shall commence on
the date set forth in Section 3.2 of the Summary (the "LEASE COMMENCEMENT
DATE"), and shall terminate on the date set forth in Section 3.3 of the Summary
(the "LEASE EXPIRATION DATE") unless this Lease is sooner terminated as
hereinafter provided. For purposes of this Lease, the term "LEASE YEAR" shall
mean each consecutive twelve (12) month period during the Lease Term; provided,
however, that the first Lease Year shall commence on the Lease Commencement Date
and end on the last day of the eleventh month thereafter and the second and each
succeeding Lease Year shall commence on the first day of the next calendar
month; and further provided that the last Lease Year shall end on the Lease
Expiration Date. For purposes of this Lease, "SUBSTANTIAL COMPLETION" of the
Premises shall occur upon (i) the completion of construction of the "Tenant
Improvements," as that term is defined in Section 2.1 of the Tenant Work Letter,
in the Premises pursuant to the plans and drawings which were prepared pursuant
to the terms of the Tenant Work Letter, with the exception of any minor punch
list items which do not adversely affect the ability of Tenant to utilize the
Premises (such as minor items of decoration) and (ii) Tenant has had
unrestricted access to the Premises and the Building (including common areas) in
accordance with the terms of this Lease. Subject to Section 2.4 below, this
Lease shall not be void, voidable or subject to

                                      -5-



termination, nor shall Landlord be liable to Tenant for any loss or damage
resulting from Landlord's inability to deliver the Premises to Tenant, but no
Rent hereunder shall be payable hereunder with respect to any delay in delivery
of the Premises to the extent caused by Landlord. At any time during the Lease
Term and upon the Substantial Completion of the Premises, Landlord shall deliver
to Tenant a notice of Lease Term dates in the form as set forth in Exhibit "C,"
attached hereto, which notice Tenant shall execute and return to Landlord within
five (5) business days of receipt thereof.

      2.2   RENEWAL TERM.

            (a)   OPTION. Provided Tenant is not in default under this Lease
(after any applicable notice and lapse of applicable cure periods) as of the
date of exercise, Tenant shall have one option to renew this Lease ("RENEWAL
OPTION") for the entire Premises for a period of five (5) years ("RENEWAL
TERM"), exercisable by giving written notice thereof ("RENEWAL NOTICE") to
Landlord of its exercise of the Renewal Option not later than twelve (12) months
prior to the Lease Expiration Date.

            (b)   RENEWAL TERM RENT. The rent payable hereunder for the Premises
during the Renewal Term shall be adjusted to the Market Rent (as defined in
Paragraph 2.2(c) below) as of the commencement of the Renewal Term (the "RENEWAL
TERM COMMENCEMENT DATE"). In order to determine the Market Rent for the Renewal
Term, Landlord and Tenant, ten (10) business days after the date on which the
Renewal Notice is given by Tenant (but not earlier than fifteen (15) months
prior to the expiration of the initial Term), shall commence discussions to
endeavor to agree upon the applicable Market Rent. In the event that Landlord
and Tenant do not agree upon such rent within twenty (20) business days after
the expiration of said ten (10) business day period, on the twenty-fifth (25th)
business day after the expiration of said ten (10) business day period, Landlord
and Tenant shall each simultaneously submit to the other in writing its good
faith estimate of the Market Rent. If the higher of said estimates is not more
than one hundred and five percent (105%) of the lower of such estimates, the
Market Rent in question shall be deemed to be the average of the submitted
rates. If otherwise, then the rate shall be set by arbitration to be held in Los
Angeles, California in accordance with the Real Estate Valuation Arbitration
Rules of the American Arbitration Association, as follows. Landlord and Tenant
shall within five (5) business days after submittal of their estimates, each
appoint a recognized real estate expert who is a member of M.A.I. and who shall
have generally recognized current competence in the valuation of rental
properties similar to the Building and Project which are located in the vicinity
of the Project. The two experts so appointed shall appoint a third recognized
real estate expert possessing the aforesaid qualifications. If the three experts
to be so appointed are not appointed within ten (10) business days of the date
the appraisal procedure is invoked, then the expert or experts, if any, who have
been selected shall proceed to carry out the appraisal using the definition of
Market Rent set forth in Paragraph 2.2(c) below. The expert or experts shall
determine the Market Rent in accordance with the terms of this Lease and pick
one of the two rates submitted, being the rate that is closer to the Market Rent
as determined by the arbitrator using the definition set forth in Paragraph
2.2(c). Any such selection shall be signed by a majority of the experts if more
than two have been selected. If only two experts have been selected and they are
unable to agree, then either Landlord or Tenant shall be entitled to apply to
the presiding judge of the Superior Court of The County of Los Angeles,
California for the selection of a third expert who shall then participate in
such appraisal proceedings, and who shall be selected from a list of names of
experts possessing the aforesaid qualifications submitted by Landlord and/or
from a list of names of experts possessing the aforesaid qualifications
submitted by Tenant. Each party shall pay the cost of the appraiser selected by
such party, and shall equally share the cost of the third appraiser. The parties
agree to be bound by the decision of the arbitrators, which shall be final and
non-appealable, and judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof.

            (c)   MARKET RENT. The "MARKET RENT," shall be equal to the rent
(including additional rent and considering any "base year" or "expense stop"
applicable thereto), including all escalations, of leases which have been
entered into during the nine (9) month period prior to the commencement of the
applicable option term, at which tenants are leasing non-renewal,
non-encumbered, non-expansion, non-equity space ("COMPARABLE TRANSACTIONS")
comparable in size, floor height and quality to the Premises for a similar lease
term, which comparable space is located in the Project as well as what a
comparable landlord of other first-class office buildings of comparable quality,
age, size (with at least five (5) floors), quality of location, services and
amenities ("COMPARABLE BUILDINGS") would accept in Comparable Transactions. For
such purposes, Landlord and Tenant stipulate the Comparable Buildings include
only the following: Colorado Center in Santa Monica and 6300

                                      -6-



Wilshire Boulevard, 6500 Wilshire Boulevard and 5670 Wilshire Boulevard in Los
Angeles. The determination of the Market Rent shall take into consideration only
the following concessions (the "CONCESSIONS"): (i) rental abatement concessions,
if any, being granted such tenants in connection with such comparable space
including, if applicable, periods of free rent for construction of improvements,
(ii) tenant improvements or allowances provided or to be provided for such
comparable space, taking into account the value of the existing improvements in
such comparable space and in the Premises which can be re-used by Tenant, such
value to be based upon the age, quality and layout of the improvements and the
extent to which the same could be utilized by Tenant, and with respect to the
Market Rent determination for the Renewal Term, based upon the fact that the
precise Tenant Improvements existing in the Premises are specifically suitable
to Tenant, but Tenant shall be entitled to repair and refurbishment of such
existing Tenant Improvements (and any applicable allowances with respect
thereto) to the extent such repair or refurbishment is available in Comparable
Transactions and the Premises require the same, and (iii) all other reasonable
monetary and other economic concessions, if any, being granted such tenants in
connection with such comparable space; and provided further that in calculating
the rent for the Renewal Term, no consideration shall be given to the fact that
Landlord is or is not required to pay a real estate brokerage commission in
connection with Tenant's lease of the Premises during the Renewal Term or the
fact that Landlord or such other landlords are or are not required to pay real
estate brokerage commissions in connection with such comparable space. The
Market Rent shall additionally include a determination based on the concession
package being offered by Landlord as to whether, and if so to what extent,
Tenant must provide Landlord with additional financial security, such as a
letter of credit or guaranty, for Tenant's Rent obligations. Such determination
(if applicable) shall be made by reviewing the extent of financial security then
generally being imposed in Comparable Transactions from tenants of comparable
financial condition and credit history to the then existing financial condition
and credit history of Tenant (with appropriate adjustments to account for
differences in the then-existing financial condition of Tenant and such other
tenants).

            (d)   TRANSFER. The Renewal Option is personal to Tenant and may not
be assigned, transferred or conveyed to any party, except to an entity to which
this Lease has been assigned (as permitted pursuant to Article 14 below) in its
entirety which (i) has succeeded to the entire business and assets (by merger,
reorganization or otherwise) of the original Tenant hereunder, or (ii) which is
owned or controlled by Tenant or is under common ownership or control with
Tenant. For purposes hereof, the word "CONTROL," as used above, means with
respect to a Person that is corporation, the right to exercise, directly or
indirectly, more than fifty percent (50%) of the voting rights attributable to
the shares of the controlled corporation and, with respect to a Person that is
not a corporation, the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of the controlled
Person. The word "PERSON" means an individual, partnership, trust, corporation,
firm or other entity. The foregoing shall not be construed to limit Tenant's
ability to exercise its rights under this Section 2.2 for the benefit of any
other Transferee permitted pursuant to Article 14 below.

      2.3   OPTION TO CANCEL.

            (a)   OPTION. Subject to Tenant's payment of the Termination Fee (as
defined in Paragraph 2.3(b) below) and the other conditions set forth herein,
Tenant shall have the option (the "TERMINATION OPTION") to terminate this Lease
(and all rights and obligations of the parties hereunder, except for accrued and
unpaid or unperformed obligations and liabilities) effective on the fourth (4th)
anniversary of the Rent Commencement Date (the "TERMINATION DATE"). The
Termination Option may be exercised by written notice (the "TERMINATION NOTICE")
given to Landlord at least nine (9) months prior to the Termination Date. Any
such notice of termination shall be irrevocable when received by Landlord.

            (b)   FEE. Within thirty (30) days after Tenant's notice of exercise
of the Termination Option under this Section 2.3 and in order for such
termination to be effective, Tenant shall pay to Landlord the "TERMINATION FEE,"
which shall equal the sum of (a) three (3) monthly installments of Base Rent
(calculated using the monthly installment amount due during months 49 through 51
following the Lease Commencement Date), plus (b) the unamortized amount of
Landlord's Lease Costs (defined below) as of the Termination Date, with
Landlord's Lease Costs amortized from the Rent Commencement Date over the Term
at an annual interest rate equal to the interest rate on five-year United States
Treasury Bills issued on the date the Termination Notice is given, plus two
hundred (200) basis points. "LANDLORD'S LEASE COSTS" are defined as the sum of
(i) the amount of the Tenant Improvement Allowance expended by Landlord pursuant
to Exhibit B attached hereto, plus (ii) the amount of brokerage commissions paid
by Landlord in connection with this Lease, plus (iii) the Base Rent that would
have been payable by Tenant during the first three (3) months after the Lease
Commencement Date if the monthly rent for

                                      -7-



the fourth (4th) month of the Lease Term had been payable for each of said three
(3) months, plus (iv) attorneys' fees and costs incurred by Landlord in the
preparation and negotiation of this Lease.

            (c)   GOOD FAITH EXERCISE. Tenant may not exercise, nor announce any
intention to exercise the Termination Option, in order to re-negotiate or
improve for Tenant's benefit any of the terms of this Lease, including, without
limitation, the Rent payable hereunder. This provision shall not be construed to
limit Tenant's ability to initiate discussions of the same type and similar
timing that other tenants in the market would be likely to initiate.

      2.4   TENANT CANCELLATION FOR FAILURE TO COMPLETE. Tenant shall have the
right to cancel and terminate this Lease (and the rights and obligations of the
parties hereunder) if, on or before September 1, 2005, (the "OUTSIDE COMPLETION
DATE"), Substantial Completion (defined in Section 2.1 above) has failed to
occur. The Outside Completion Date shall be postponed, on a day-for-day basis by
any Tenant Delays (defined, determined and adjusted as set forth in Section 5 of
EXHIBIT B hereto) but not due to any delays due to Force Majeure events
described in Section 29.16 below. Said right to cancel and terminate this Lease
must be exercised by a written notice to Landlord given within thirty (30) days
after the Outside Completion Date.

3.    RENT.

      3.1   BASE RENT. Commencing on the date (the "RENT COMMENCEMENT DATE")
which is three (3) months following the Lease Commencement Date, Tenant shall
pay, without prior notice or demand, to Landlord or Landlord's agent at the
management office of the Project, or, at Landlord's option, at such other place
as Landlord may from time to time designate in writing, by a check (drawn on a
bank having a branch office in Los Angeles, California) for currency which, at
the time of payment, is legal tender for private or public debts in the United
States of America, base rent ("BASE RENT") as set forth in Section 4 of the
Summary, payable in equal monthly installments as set forth in Section 4 of the
Summary in advance, on or before the first day of each and every calendar month
during the Lease Term, commencing on the Rent Commencement Date, without any
setoff or deduction whatsoever. The Base Rent for the first full month of the
Lease Term which occurs after the expiration of any free rent period shall be
paid at the time of Tenant's execution of this Lease. If any Rent payment date
(including the Rent Commencement Date) falls on a day of the month other than
the first day of such month or if any payment of Rent is for a period which is
shorter than one month, the Rent for any fractional month shall accrue on a
daily basis for the period from the date such payment is due to the end of such
calendar month or to the end of the Lease Term at a rate per day which is equal
to 1/365 of the applicable annual Rent. All other payments or adjustments
required to be made under the terms of this Lease that require proration on a
time basis shall be prorated on the same basis.

      3.2   INITIAL THREE MONTH PERIOD. Tenant may occupy the Premises for the
conduct of business after the Lease Commencement Date and prior to the Rent
Commencement Date, and all of the provisions of this Lease shall be in full
force and effect upon such occupancy, except that no Base Rent or additional
rent for Direct Expenses pursuant to Article 4 shall be payable for the Premises
for the period prior to the Rent Commencement Date; provided, however, that
Tenant shall pay any parking charges due hereunder for parking for such Premises
and other sundry expenses due and payable hereunder as of the date that Tenant
occupies the Premises, or any portion thereof, for the conduct of business.

4.    ADDITIONAL RENT.

      4.1   GENERAL TERMS. In addition to paying the Base Rent specified in
Article 3 of this Lease, commencing on the Rent Commencement Date, Tenant shall
pay "Tenant's Share" of the annual "Direct Expenses," as those terms are defined
in Sections 4.2(f) and 4.2(b) of this Lease, respectively, which are in excess
of the amount of Direct Expenses applicable to the "Base Year," as that term is
defined in Section 4.2(a), below; provided, however, that in no event shall any
decrease in Direct Expenses for any "Expense Year," as that term is defined in
Section 4.2(c) below, below Direct Expenses for the Base Year entitle Tenant to
any decrease in Base Rent or any credit against sums due under this Lease. Such
payments by Tenant, together with any and all other amounts payable by Tenant to
Landlord pursuant to the terms of this Lease, are hereinafter collectively
referred to as the "ADDITIONAL RENT", and the Base Rent and the Additional Rent
are herein collectively referred to as "RENT." All amounts due under this
Article 4 as Additional Rent shall be payable for the same periods and in the
same manner as the Base Rent. Without limitation on other obligations of Tenant
which survive the expiration of the Lease Term,

                                      -8-



the obligations of Tenant to pay the Additional Rent provided for in this
Article 4 that accrue prior to the expiration of the Lease Term shall survive
the expiration of the Lease Term.

      4.2   DEFINITIONS OF KEY TERMS RELATING TO ADDITIONAL RENT. As used in
this Article 4, the following terms shall have the meanings hereinafter set
forth:

            (a)   "BASE YEAR" shall mean the period set forth in Section 5 of
the Summary.

            (b)   "DIRECT EXPENSES" shall mean "Operating Expenses" and "Tax
Expenses."

            (c)   "EXPENSE YEAR" shall mean each calendar year in which any
portion of the Lease Term falls, through and including the calendar year in
which the Lease Term expires, provided that Landlord, upon notice to Tenant, may
change the Expense Year from time to time to any other twelve (12) consecutive
month period, and, in the event of any such change, Tenant's Share of Direct
Expenses shall be equitably adjusted for any Expense Year involved in any such
change.

            (d)   "OPERATING EXPENSES" shall mean all expenses, costs and
amounts of every kind and nature which Landlord pays or accrues during any
Expense Year because of or in connection with the ownership, management,
maintenance, security, repair, replacement, restoration or operation of the
Project, or any portion thereof. Without limiting the generality of the
foregoing, Operating Expenses shall specifically include any and all of the
following: (i) the cost of supplying all utilities, the cost of operating,
repairing, maintaining, and renovating the utility, telephone, mechanical,
sanitary, storm drainage, and elevator systems, and the cost of maintenance and
service contracts in connection therewith; (ii) the cost of licenses,
certificates, permits and inspections and the cost of contesting any
governmental enactments which may affect Operating Expenses, and the costs
incurred in connection with a governmentally mandated transportation system
management program or similar program; (iii) the cost of all insurance carried
by Landlord in connection with the Project; (iv) the cost of landscaping,
relamping, and all supplies, tools, equipment and materials used in the
operation, repair and maintenance of the Project, or any portion thereof; (v)
costs incurred in connection with the parking areas servicing the Building
(subject to the exclusion of expenses set forth in Subparagraph 4.2(d)(10)
below); (vi) fees and other costs, including management fees, consulting fees,
legal fees and accounting fees, of all contractors and consultants in connection
with the management, operation, maintenance and repair of the Project; (vii)
payments under any equipment rental agreements and the fair rental value of any
management office space; (viii) subject to item (6), below, wages, salaries and
other compensation and benefits, including taxes levied thereon, of all persons
engaged in the operation, management, maintenance and security of the Project;
(ix) costs under any instrument pertaining to the sharing of costs by the
Project; (x) operation, repair, maintenance and replacement of all systems and
equipment and components thereof of the Building; (xi) the cost of janitorial,
alarm, security and other services, replacement of wall and floor coverings,
ceiling tiles and fixtures in common areas, maintenance and replacement of curbs
and walkways, repair to roofs and re-roofing; (xii) amortization (including
interest on the unamortized cost) over the useful life as Landlord shall
reasonably determine, of the cost of acquiring or the rental expense of personal
property used in the maintenance, operation and repair of the Project, or any
portion thereof; (xiii) the cost of capital improvements or other costs incurred
in connection with the Project (A) which are intended to effect economies in the
operation or maintenance of the Project, or any portion thereof, (B) that are
required under applicable laws to comply with conservation programs, (C) which
are replacements or modifications of nonstructural items located in the Common
Areas required to keep the Common Areas in good order or condition (provided
that the costs for the same are properly expensed, and not a capital item, as
determined in accordance with generally accepted accounting and management
practices consistently applied), or (D) that are required under any governmental
law or regulation by a federal, state or local governmental agency, except for
capital repairs, replacements or other improvements to remedy a condition
existing prior to the Lease Commencement Date which an applicable governmental
authority, if it had knowledge of such condition prior to the Lease Commencement
Date, would have then required to be remedied pursuant to then-current
governmental laws or regulations in their form existing as of the Lease
Commencement Date and pursuant to the then-current interpretation of such
governmental laws or regulations by the applicable governmental authority as of
the Lease Commencement Date; provided, however, that any capital expenditure
shall be amortized (including interest on the amortized cost) over its useful
life as Landlord shall reasonably determine; (xiv) costs, fees, charges or
assessments imposed by, or resulting from any mandate imposed on Landlord by,
any federal, state or local government for fire and police protection, trash
removal, community

                                      -9-



services, or other services which do not constitute "Tax Expenses" as that term
is defined in Section 4.2(e), below. Notwithstanding the foregoing, for purposes
of this Lease, Operating Expenses shall not, however, include:

                  (1)   costs, including marketing costs, legal fees, space
planners' fees, advertising and promotional expenses, and brokerage fees
incurred in connection with the original construction or development, or
original or future leasing of the Project, and costs, including permit, license
and inspection costs, incurred with respect to the installation of tenant
improvements made for new tenants in the Project or incurred in renovating or
otherwise improving, decorating, painting or redecorating vacant space for
tenants or other occupants of the Project (excluding, however, such costs
relating to any common areas of the Project or parking facilities);

                  (2)   except as set forth in items (xii), (xiii), and (xiv)
above, depreciation, interest and principal payments on mortgages and other debt
costs, if any, penalties and interest, costs of capital repairs and alterations,
and costs of capital improvements and equipment;

                  (3)   costs for which the Landlord is reimbursed by any tenant
or occupant of the Project or by insurance by its carrier or any tenant's
carrier or by anyone else, and electric power costs for which any tenant
directly contracts with the local public service company;

                  (4)   any bad debt loss, rent loss, or reserves for bad debts
or rent loss;

                  (5)   costs associated with the operation of the business of
the partnership or entity which constitutes the Landlord, as the same are
distinguished from the costs of operation of the Project (which shall
specifically include, but not be limited to, accounting costs associated with
the operation of the Project). Costs associated with the operation of the
business of the partnership or entity which constitutes the Landlord include
costs of partnership accounting and legal matters, costs of defending any
lawsuits with any mortgagee (except as the actions of the Tenant may be in
issue), costs of selling, syndicating, financing, mortgaging or hypothecating
any of the Landlord's interest in the Project, and costs incurred in connection
with any disputes between Landlord and its employees, between Landlord and
Project management, or between Landlord and other tenants or occupants, and
Landlord's general corporate overhead and general and administrative expenses;

                  (6)   the wages and benefits of any employee who does not
devote substantially all of his or her employed time to the Project unless such
wages and benefits are prorated to reflect time spent on operating and managing
the Project vis-a-vis time spent on matters unrelated to operating and managing
the Project; provided, that in no event shall Operating Expenses for purposes of
this Lease include wages and/or benefits attributable to personnel above the
level of Project manager or Project engineer;

                  (7)   amount paid as ground rental for the Project by the
Landlord;

                  (8)   except for a Project management fee consistent with the
management fee being charged in connection with the operation of Comparable
Buildings (a fee not exceeding three percent (3%) of gross revenues of the
Project shall be deemed acceptable), overhead and profit increment paid to the
Landlord or to subsidiaries or affiliates of the Landlord for services in the
Project to the extent the same exceeds the costs of such services rendered by
qualified, first-class unaffiliated third parties on a competitive basis;

                  (9)   any compensation paid to clerks, attendants or other
persons in commercial concessions operated by the Landlord, provided that any
compensation paid to any concierge at the Project shall be includable as an
Operating Expense;

                  (10)  the cost of payroll for clerks and attendants, garage
keepers liability insurance, parking management fees, tickets and uniforms
directly incurred in operating parking facilities;

                  (11)  rentals and other related expenses incurred in leasing
air conditioning systems, elevators or other equipment which if purchased the
cost of which would be excluded from Operating Expenses as a capital cost,
except equipment not affixed to the Project which is used in providing
janitorial or similar services and,

                                      -10-



further excepting from this exclusion such equipment rented or leased to remedy
or ameliorate an emergency condition in the Project ;

                  (12)  all items and services for which Tenant or any other
tenant in the Project reimburses Landlord or which Landlord provides selectively
to one or more tenants (other than Tenant) without reimbursement;

                  (13)  costs, other than those incurred in ordinary maintenance
and repair, for sculpture, paintings, fountains or other objects of art;

                  (14)  any costs expressly excluded from Operating Expenses
elsewhere in this Lease;

                  (15)  rent for any office space occupied by Project management
personnel to the extent the size or rental rate of such office space exceeds the
size or fair market rental value of office space occupied by management
personnel of the Comparable Buildings in the vicinity of the Building, with
adjustment where appropriate for the size of the applicable project;

                  (16)  costs arising from the gross negligence or willful
misconduct of Landlord or its agents, employees, vendors, contractors, or
providers of materials or services;

                  (17)  costs incurred to comply with laws relating to the
removal of hazardous material (as defined under applicable law) which was in
existence in the Building or on the Project prior to the Lease Commencement
Date, and was of such a nature that a federal, State or municipal governmental
authority, if it had then had knowledge of the presence of such hazardous
material, in the state, and under the conditions that it then existed in the
Building or on the Project, would have then required the removal of such
hazardous material or other remedial or containment action with respect thereto;
and costs incurred to remove, remedy, contain, or treat hazardous material,
which hazardous material is brought into the Building or onto the Project after
the date hereof by Landlord or any other tenant of the Project and is of such a
nature, at that time, that a federal, State or municipal governmental authority,
if it had then had knowledge of the presence of such hazardous material, in the
state, and under the conditions, that it then exists in the Building or on the
Project, would have then required the removal of such hazardous material or
other remedial or containment action with respect thereto; and

                  (18)  costs arising from Landlord's charitable or political
contributions.

      If Landlord is not furnishing any particular work or service (the cost of
which, if performed by Landlord, would be included in Operating Expenses) to a
tenant who has undertaken to perform such work or service in lieu of the
performance thereof by Landlord, Operating Expenses shall be deemed to be
increased by an amount equal to the additional Operating Expenses which would
reasonably have been incurred during such period by Landlord if it had at its
own expense furnished such work or service to such tenant. If the Project is not
at least ninety-five percent (95%) occupied during all or a portion of the Base
Year or any Expense Year, Landlord may elect to make an appropriate adjustment
to the components of Operating Expenses that vary based on the occupancy of the
Project for such year to determine the amount of Operating Expenses that would
have been incurred had the Project been ninety-five percent (95%) occupied; and
the amount so determined shall be deemed to have been the amount of Operating
Expenses for such year, provided that a comparable adjustment shall have been
made, or if not made, shall also be made to the Base Year Operating Expenses.
Operating Expenses for the Base Year shall not include (to the extent not
continuing and applicable only to the Base Year) market-wide labor-rate
increases due to extraordinary circumstances, including, but not limited to,
boycotts and strikes, and utility rate increases due to extraordinary
circumstances including, but not limited to, conservation surcharges, boycotts,
embargoes or other shortages, or amortized costs relating to capital
improvements.

            (e)   TAXES.

                  (1)   "TAX EXPENSES" shall mean all federal, state, county, or
local governmental or municipal taxes, fees, charges or other impositions of
every kind and nature, whether general, special, ordinary or extraordinary,
(including, without limitation, real estate taxes, general and special
assessments, transit taxes,

                                      -11-



leasehold taxes or taxes based upon the receipt of rent, including gross
receipts or sales taxes applicable to the receipt of rent, unless required to be
paid by Tenant, personal property taxes imposed upon the fixtures, machinery,
equipment, apparatus, systems and equipment, appurtenances, furniture and other
personal property used in connection with the Project, or any portion thereof),
which shall be paid or accrued during any Expense Year (without regard to any
different fiscal year used by such governmental or municipal authority) because
of or in connection with the ownership, leasing and operation of the Project, or
any portion thereof.

                  (2)   Tax Expenses shall include, without limitation: (i) Any
tax on the rent, right to rent or other income from the Project, or any portion
thereof, or as against the business of leasing the Project, or any portion
thereof; (ii) Any assessment, tax, fee, levy or charge in addition to, or in
substitution, partially or totally, of any assessment, tax, fee, levy or charge
previously included within the definition of real property tax, it being
acknowledged by Tenant and Landlord that Proposition 13 was adopted by the
voters of the State of California in the June 1978 election ("PROPOSITION 13")
and that assessments, taxes, fees, levies and charges may be imposed by
governmental agencies for such services as fire protection, street, sidewalk and
road maintenance, refuse removal and for other governmental services formerly
provided without charge to property owners or occupants, and, in further
recognition of the decrease in the level and quality of governmental services
and amenities as a result of Proposition 13, Tax Expenses shall also include any
governmental or private assessments or the Project's contribution towards a
governmental or private cost-sharing agreement for the purpose of augmenting or
improving the quality of services and amenities normally provided by
governmental agencies; (iii) Any assessment, tax, fee, levy, or charge allocable
to or measured by the area of the Premises or the Rent payable hereunder,
including, without limitation, any business or gross income tax or excise tax
with respect to the receipt of such rent, or upon or with respect to the
possession, leasing, operating, management, maintenance, alteration, repair, use
or occupancy by Tenant of the Premises, or any portion thereof; and (iv) Any
assessment, tax, fee, levy or charge, upon this transaction or any document to
which Tenant is a party, creating or transferring an interest or an estate in
the Premises.

                  (3)   Notwithstanding the foregoing, the following shall be
excluded from Tax Expenses: (i) net income, inheritance, estate, succession,
transfer, gift, franchise, or capital stock tax, or any income taxes arising out
of or related to ownership and operation of income-producing real estate (as
opposed to rents, receipts or income attributable to operations at the Project,
and except as expressly provided in Subparagraph 4.2(e)(1) above); (ii) any Tax
Expenses attributable to any period prior to the Commencement Date hereof of
after the expiration or earlier termination hereof; (iii) any assessments,
charges, taxes, rents, fees, rates, levies, excises, license fees, permit fees,
inspection fees, impact fees, concurrency fees, or other authorization fees or
charges to the extent payable for the original development or installation of
on- or off-site improvements or utilities (including without limitation street
and intersection improvements, roads, rights of way, lighting, and
signalization) necessary for the initial development or construction of the
Project or any past, present or future phases thereof, or any past, present or
future system development reimbursement schedule or sinking fund related to any
of the foregoing, whether the improvements to which they may relate are
installed prior to or after the Commencement Date of this Lease; and (iv) any
items paid by Tenant under Section 4.5 of this Lease. All assessments which are
not specifically charged to Tenant because of what Tenant has done, which can be
paid by Landlord in installments, shall be paid by Landlord in the maximum
number of installments permitted by law and not included as Tax Expenses except
in the year in which the assessment installment is actually paid.

                  (4)   Any costs and expenses (including, without limitation,
reasonable attorneys' fees) incurred in attempting to protest, reduce or
minimize Tax Expenses shall be included in Tax Expenses in the Expense Year such
expenses are paid. Tax refunds shall be credited against Tax Expenses and
refunded to Tenant regardless of when received, based on the Expense Year to
which the refund is applicable. If Tax Expenses for any Expense Year during the
Lease Term or any extension thereof are increased after payment thereof, or if
Tax Expenses for the Base Year are decreased after payment thereof, in either
event for any reason, including, without limitation, error or reassessment by
applicable governmental or municipal authorities, Tenant shall pay Landlord
within thirty (30) days after demand any resulting increase in the amount of
Tenant's Share of Direct Expenses for any Expense Year affected by such change.
Any decrease in Tax Expenses, shall be paid by Landlord to Tenant within thirty
(30) days after such determination or credited against Tax Expenses as set forth
above.

                  (5)   The amount of Tax Expenses for the Base Year shall be
known as "Base Taxes". If in any comparison year subsequent to the Base Year,
the amount of Tax Expenses decreases below the amount of

                                      -12-


Base Taxes, then for purposes of all subsequent comparison years, including the
comparison year in which such decrease in Tax Expenses occurred, the Base Taxes
shall be decreased by an amount equal to the decrease in Tax Expenses.

            (f)   "TENANT'S SHARE" shall mean the percentage set forth in
Section 6 of the Summary.

      4.3   ALLOCATION OF DIRECT EXPENSES.

            (a)   METHOD OF ALLOCATION. The parties acknowledge that the
Building is a part of a multi-building project and that the costs and expenses
incurred in connection with the Project (i.e. the Direct Expenses) should be
shared between the tenants of the Building and the tenants of the other
buildings in the Project. Accordingly, as set forth in Section 4.2 above, Direct
Expenses (which consists of Operating Expenses and Tax Expenses) are determined
annually for the Project as a whole, and a portion of the Direct Expenses, which
portion shall be determined by Landlord on an equitable basis, shall be
allocated to the tenants of the Building (as opposed to the tenants of any other
buildings in the Project) and such portion shall be the Direct Expenses for
purposes of this Lease. Such portion of Direct Expenses allocated to the tenants
of the Building shall include all Direct Expenses attributable solely to the
Building and an equitable portion of the Direct Expenses attributable to the
Project as a whole.

            (b)   COST POOLS. Landlord shall have the right, from time to time,
to equitably allocate some or all of the Direct Expenses for the Project among
different portions or occupants of the Project (the "COST POOLS"), in Landlord's
reasonable discretion. Such Cost Pools may include, but shall not be limited to,
the office space tenants of a building of the Project or of the Project, and the
retail space tenants of a building of the Project or of the Project. The Direct
Expenses within each such Cost Pool shall be allocated and charged to the
tenants within such Cost Pool in an equitable manner.

      4.4   CALCULATION AND PAYMENT OF ADDITIONAL RENT. If for any Expense Year
ending or commencing within the Lease Term, Tenant's Share of Direct Expenses
for such Expense Year exceeds Tenant's Share of Direct Expenses applicable to
the Base Year, then Tenant shall pay to Landlord, in the manner set forth in
Section 4.4(a), below, and as Additional Rent, an amount equal to the excess
(the "EXCESS"). If in any Expense Year, the amount of Tax Expenses is less than
the amount of Base Taxes, the Excess shall be computed as if there were no Tax
Expenses due for such year.

            (a)   STATEMENT OF ACTUAL DIRECT EXPENSES AND PAYMENT BY TENANT.
Landlord shall give to Tenant within one hundred twenty (120) days following the
end of each Expense Year, a statement (the "STATEMENT") which shall state the
Direct Expenses incurred or accrued for such preceding Expense Year, and which
shall indicate the amount of the Excess. Within fifteen (15) business days after
receipt of the Statement for each Expense Year commencing or ending during the
Lease Term, if an Excess is present, Tenant shall pay, with its next installment
of Base Rent due, the full amount of the Excess for such Expense Year, less the
amounts, if any, paid during such Expense Year as "Estimated Excess," as that
term is defined in Section 4.4(b), below, and if Tenant paid more as Estimated
Excess than the actual Excess, Tenant shall receive a credit in the amount of
Tenant's overpayment against Rent next due under this Lease. Even though the
Lease Term has expired and Tenant has vacated the Premises, when the final
determination is made of Tenant's Share of Direct Expenses for the Expense Year
in which this Lease terminates, if an Excess if present, Tenant shall pay to
Landlord such amount within thirty (30) days after such determination, and if
Tenant paid more as Estimated Excess than the actual Excess, Landlord shall,
within thirty (30) days, deliver a check payable to Tenant in the amount of the
overpayment. The provisions of this Section 4.4(a) shall survive the expiration
or earlier termination of the Lease Term. The failure of Landlord to timely
furnish the Statement for any Expense Year shall not prejudice Landlord or
Tenant from enforcing its rights under this Article 4, unless Landlord fails to
provide a Statement within eighteen (18) months after the end of the applicable
Expense Year, in which case Tenant's obligation to pay for the Excess relating
to such Expense Year shall terminate.

            (b)   STATEMENT OF ESTIMATED DIRECT EXPENSES. In addition, Landlord
shall endeavor to give Tenant a yearly expense estimate statement (the "ESTIMATE
STATEMENT") which shall set forth Landlord's reasonable estimate (the
"ESTIMATE") of what the total amount of Direct Expenses for the then-current
Expense Year shall be and the estimated excess (the "ESTIMATED Excess") as
calculated by comparing the Direct Expenses for such

                                      -13-


Expense Year, which shall be based upon the Estimate, to the amount of Direct
Expenses for the Base Year. The failure of Landlord to timely furnish the
Estimate Statement for any Expense Year shall not preclude Landlord from
enforcing its rights to collect any Estimated Excess under this Article 4, nor
shall Landlord be prohibited from revising any Estimate Statement or Estimated
Excess theretofore delivered to the extent reasonably necessary. Thereafter,
Tenant shall pay, with its next installment of Base Rent due, a fraction of the
Estimated Excess for the then-current Expense Year (reduced by any amounts paid
pursuant to the next to last sentence of this Section 4.4.(b)). Such fraction
shall have as its numerator the number of months which have elapsed in such
current Expense Year, including the month of such payment, and twelve (12) as
its denominator. Until a new Estimate Statement is furnished (which Landlord
shall have the right to deliver to Tenant at any time), Tenant shall pay
monthly, with the monthly Base Rent installments, an amount equal to one-twelfth
(1/12) of the total Estimated Excess set forth in the previous Estimate
Statement delivered by Landlord to Tenant.

      4.5   TAXES AND OTHER CHARGES FOR WHICH TENANT IS DIRECTLY RESPONSIBLE.

            (a)   Tenant shall be liable for and shall pay ten (10) business
days before delinquency, taxes levied against Tenant's equipment, furniture,
fixtures and any other personal property located in or about the Premises. If
any such taxes on Tenant's equipment, furniture, fixtures and any other personal
property are levied against Landlord or Landlord's property or if the assessed
value of Landlord's property is increased by the inclusion therein of a value
placed upon such equipment, furniture, fixtures or any other personal property
and if Landlord pays the taxes based upon such increased assessment, which
Landlord shall have the right to do regardless of the validity thereof but only
under proper protest if requested by Tenant, Tenant shall upon demand repay to
Landlord the taxes so levied against Landlord or the proportion of such taxes
resulting from such increase in the assessment, as the case may be.

            (b)   If the tenant improvements in the Premises, whether installed
and/or paid for by Landlord or Tenant and whether or not affixed to the real
property so as to become a part thereof, are assessed for real property tax
purposes at a valuation higher than the valuation at which tenant improvements
conforming to Landlord's "building standard" (i.e., in excess of $40.50 per
rentable square foot) in other space in the Building are assessed, then the Tax
Expenses levied against Landlord or the property by reason of such excess
assessed valuation shall be deemed to be taxes levied against personal property
of Tenant and shall be governed by the provisions of Section 4.5(a), above.
Improvements installed in the Premises for Tenant's initial occupancy thereof,
the cost for which is not in excess of the sum of the Tenant Improvement
Allowance and Supplemental Allowance set forth in Article 2 of EXHIBIT B hereto,
are hereby stipulated to be "building standard" for purposes of this Section.

            (c)   Notwithstanding any contrary provision herein, Tenant shall
pay prior to delinquency any (i) rent tax or sales tax, service tax, transfer
tax or value added tax, or any other applicable tax on the rent or services
herein or otherwise respecting this Lease, (ii) taxes assessed upon or with
respect to the possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy by Tenant of the Premises or any portion of
the Project, including the Project parking facility; or (iii) taxes assessed
upon this transaction or any document to which Tenant is a party creating or
transferring an interest or an estate in the Premises.

      4.6   RECORDS; AUDIT. Landlord shall maintain in a safe and orderly manner
all of its records pertaining to the Direct Expenses payable pursuant to this
Article 4 for a period of two (2) years after the completion of each calendar
year. Landlord shall maintain such records on a current basis and in sufficient
detail to permit adequate review thereof and, at all reasonable times, copies of
such records shall be available to Tenant's accounting personnel (but not other
representatives except as set forth in this Section 4.6) for such purposes at
the management office of the Project. If Tenant disputes a Statement provided
under Section 4.4 above, provided Tenant is not in default under this Lease
after notice and expiration of any applicable cure period, Tenant may, by
written notice to Landlord within two (2) years after receipt of a Statement for
a particular Expense Year, cause an audit to be commenced of the Direct Expenses
for such Expense Year by a nationally or regionally recognized firm of certified
public accountants or by Tenant's own internal certified public accountants on a
non-contingency fee basis, at Tenant's sole expense, to verify if the Statement
was accurate. Tenant shall give Landlord not less than ten (10) business days
prior written notice of its intention to conduct any such audit. Landlord shall
cooperate with Tenant during the course of such audit, which shall be conducted
during normal business hours in Landlord's Building

                                      -14-


management office. Landlord agrees to make such personnel available to Tenant as
is reasonably necessary to conduct such audit, but in no event shall such audit
last more than five (5) business days in duration for each Lease Year audited.
Tenant shall be entitled to make photostatic copies of the relevant accounting
records at Tenant's sole expense, provided that Tenant keeps such copies
confidential (subject to any legal disclosure required by law, judicial process,
or regulation) and does not show or distribute such copies to any third party;
provided that Tenant's accounting personnel, attorneys and any auditor engaged
by Tenant may review such records and Tenant may share any audit results with
its professional advisors. If such audit reveals an overpayment of Direct
Expenses for the year covered by such Statement, then, provided Landlord does
not reasonably dispute the result of such audit, Landlord shall credit the next
monthly rent payment of Tenant, or if the Term has expired, refund the
overpayment. If such audit reveals an underpayment of Direct Expenses for the
year covered by the Statement, then, provided Tenant does not reasonably dispute
the result of such audit, Tenant shall pay the same with its next monthly rent
payment, or if the Term has expired, within fifteen (15) days after receipt of
the audit results. If Landlord disputes the results of an audit caused by
Tenant, Landlord shall send Tenant a notice within thirty (30) days of receipt
of the results of such audit and either party may submit the dispute to
arbitration in accordance with Section 4.7 below provided that Tenant shall
continue to pay to Landlord all rent, including any adjustments pursuant to this
Article 4, until a final decision is rendered by such arbitration. Tenant's
failure to dispute a year-end Statement and conduct an audit of Direct Expenses
within two (2) years after receipt of the Statement for a particular Expense
Year shall constitute Tenant's acknowledgement of the accuracy of such
Statement. No audit hereunder shall be permitted after termination of the Lease
due to default by Tenant, and Tenant agrees to keep the results of any audit
hereunder confidential. Tenant agrees to pay the cost of any audit hereunder by
Tenant; provided that if the audit reveals, with respect to any Expense Year,
that Landlord has billed Tenant for Tenant's share of Direct Expenses more than
five percent (5%) in excess of the Direct Expenses that Tenant should pay for
such Expense Year pursuant to the terms of the Lease, then Landlord shall pay
the reasonable cost of such audit, provided that the cost shall not exceed the
reasonable customary cost of such audit on an hourly fee basis.

      4.7   ARBITRATION OF AUDIT DISPUTE. When invoked pursuant to Section 4.6
above, a dispute regarding an audit conducted pursuant to Section 4.6 shall be
resolved by arbitration conducted in Los Angeles, California, as provided in
this Section 4.7. The party desiring such arbitration shall give written notice
thereof to the other specifying the dispute to be arbitrated. Within twenty (20)
days after the date on which the arbitration procedure is invoked, each party
shall appoint an experienced arbitrator and notify the other party of the
arbitrator's name and address. The two arbitrators so appointed shall appoint a
third experienced arbitrator. If the three arbitrators to be so appointed are
not appointed within thirty (30) days after the date the arbitration procedure
is invoked as provided in this Lease, then the arbitrator or arbitrators, if
any, who have been selected shall proceed to carry out the arbitration. The
arbitrator or arbitrators so selected shall furnish Landlord and Tenant with a
written decision within thirty (30) days after the date of selection of the last
of the arbitrators to be so selected. Any decision so submitted shall be signed
by a majority of the arbitrators, if more than two have been selected. If only
two arbitrators have been selected and they are unable to agree, then either
Landlord or Tenant shall be entitled to apply to the presiding judge of the
Superior Court of the County of Los Angeles, California for the selection of a
third arbitrator who shall be selected from a list of names of experienced
arbitrators submitted by Landlord or from a list of names submitted by Tenant,
as the case may be, unless both Landlord and Tenant submit lists of names, in
which case the Court, in its sole discretion, shall select the third arbitrator
from the lists. In designating arbitrators and in deciding the dispute, the
arbitrators shall act in accordance with the Commercial Rules of Arbitration
then in force of the American Arbitration Association, subject, however, to such
limitations as may be placed upon them by the provisions of this Lease. The
decision of the arbitrators shall be final and binding upon the parties, and
judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof. The obligation of Landlord and Tenant to submit a
dispute to arbitration is limited to disputes arising under Section 4.6 above.

5.    USE OF PREMISES.

      5.1   PERMITTED USE. Tenant shall use the Premises solely for the
Permitted Use set forth in Section 7 of the Summary and Tenant shall not use or
permit the Premises or the Project to be used for any other purpose or purposes
whatsoever without the prior written consent of Landlord, which may be withheld
in Landlord's sole discretion.

      5.2   PROHIBITED USES. The uses prohibited under this Lease shall include,
without limitation, use of the Premises or a portion thereof for (i) offices of
any agency or bureau of the United States or any state or political

                                      -15-


subdivision thereof; (ii) offices or agencies of any foreign governmental or
political subdivision thereof; (iii) offices of any health care professionals or
service organization; (iv) schools or other training facilities which are not
ancillary to corporate, executive or professional office use; (v) retail or
restaurant uses; or (vi) live broadcasting activities such as radio and/or
television stations . Tenant shall not allow occupancy density of the Premises
greater than the highest density of any other office tenant of the Building.
Tenant further covenants and agrees that Tenant shall not use, or suffer or
permit any person or persons to use, the Premises or any part thereof for any
use or purpose contrary to the provisions of the Rules and Regulations set forth
in Exhibit D, attached hereto, or in violation of the laws of the United States
of America, the State of California, or the ordinances, regulations or
requirements of the local municipal or county governing body or other lawful
authorities having jurisdiction over the Project) including, without limitation,
any such laws, ordinances, regulations or requirements relating to hazardous
materials or substances, as those terms are defined by applicable laws now or
hereafter in effect. Tenant shall not do or permit anything to be done in or
about the Premises which will in any way damage the reputation of the Project or
obstruct or interfere with the rights of other tenants or occupants of the
Building, or injure or annoy them or use or allow the Premises to be used for
any improper, unlawful or objectionable purpose, nor shall Tenant cause,
maintain or permit any nuisance in, on or about the Premises.

6.    SERVICES AND UTILITIES.

      6.1   STANDARD TENANT SERVICES. Landlord shall provide the following
services on all days (unless otherwise stated below) during the Lease Term.

            (a)   Subject to limitations imposed by all governmental rules,
regulations and guidelines applicable thereto, Landlord shall provide heating
and air conditioning ("HVAC") when necessary for normal comfort for normal
office use in the Premises during "Building Hours," as that term is defined,
below. For purposes of this Lease, "BUILDING HOURS" shall be from 8:00 A.M. to
6:00 P.M. Monday through Friday, and on Saturdays from 9:00 A.M. to 1:00 P.M.,
except for the date of observation of New Year's Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, Christmas Day and, at Landlord's discretion,
other nationally recognized holidays which are observed by other Comparable
Buildings (collectively, the "HOLIDAYS"). Notwithstanding the foregoing,
Building Hours shall be from 8:00 A.M. to 7:00 P.M. Monday through Friday, and
on Saturdays from 9:00 A.M. to 1:00 P.M., except for the date of observation of
the HOLIDAYS, for so long as Landlord remains obligated to provide such extended
hour of operation under the now existing lease for a third party tenant in the
Building, which obligation Landlord expects to continue through April 2006.

            (b)   Landlord shall provide adequate electrical wiring and
facilities (including use of Tenant's pro rata share of existing risers and
conduit required for access to electricity and for data and communications
wiring) for connection to Tenant's lighting fixtures and normal office use
equipment, typical densities, including copy machines and microwaves. Landlord
shall, as a standard service, furnish to the Premises during Building Hours,
electric current of not less than five (5) watts per square foot on an
annualized connected load basis, and otherwise subject to Title 24 regulations.
Tenant will design Tenant's electrical system serving any equipment producing
nonlinear electrical loads to accommodate such nonlinear electrical loads,
including, but not limited to, oversizing neutral conductors, derating
transformers and/or providing power-line filters. Engineering plans shall
include a calculation of Tenant's fully connected electrical design load with
and without demand factors and shall indicate the number of watts of unmetered
and submetered loads. Tenant shall bear the cost of replacement of lamps,
starters and ballasts for non-Building standard lighting fixtures within the
Premises.

            (c)   Landlord shall provide city water from the regular Building
outlets for drinking, lavatory and toilet purposes in the Building Common Areas.

            (d)   Landlord shall provide janitorial services to the Premises
five (5) days per week, except the date of observation of the Holidays, in and
about the Premises and window washing services in a manner consistent with other
comparable buildings in the vicinity of the Building.

            (e)   Landlord shall provide nonexclusive, non-attended automatic
passenger elevator service during the Building Hours, shall have one elevator
available at all other times. Tenant shall have access to the

                                      -16-


Building, Premises and Project parking facility 24 hours a day, seven days a
week, subject to reasonable rules and regulations and security procedures from
time-to-time established by Landlord.

            (f)   Landlord shall provide nonexclusive freight elevator service
subject to scheduling by Landlord.

            (g)   Landlord shall provide reasonable access control services for
the Building seven (7) days per week, twenty-four (24) hours per day, in a
manner consistent with other comparable first class office buildings in the
vicinity of the Building. Notwithstanding the foregoing, Landlord shall in no
case be liable for personal injury or property damage for any error with regard
to the admission to or exclusion from the Building or Project of any person;
subject to Landlord's indemnification obligations set forth in Article 10 below.

            (h)   Landlord shall provide building security equipment, procedures
and personnel for the Project which are consistent with those used in other
comparable first class office buildings in the vicinity of the Building.
Landlord does not warrant the effectiveness of said security equipment,
procedures and personnel and Tenant shall have the right, at Tenant's expense,
to provide additional security equipment or personnel in the Premises, provided
that Landlord is given reasonable access to the Premises and that any such
security system installed by Tenant complies with all applicable codes and shall
not create any material security risk to the Building or materially adversely
affect the rights of other tenants in the Project.

            (i)   Tenant may install a supplemental or independent cooling
system in the Premises ("ADDITIONAL HVAC EQUIPMENT") and may use, at Tenant's
sole expense, the Building's chilled or condenser water and electricity for the
Additional HVAC Equipment. Tenant's use of such utilities shall be separately
metered using meters installed at Tenant's sole expense. The Additional HVAC
Equipment and the utilization of chilled or condenser water and electricity
shall comply with applicable insurance regulations and applicable laws, shall
not cause permanent damage or injury to the Building, Building systems, Building
structure or the Premises, shall not create a dangerous or hazardous condition
nor interfere with or disturb other tenants in the Building, and shall be
consistent with a first-class office building. The installation of Additional
HVAC Equipment shall be subject to Landlord's prior approval pursuant to the
terms of Exhibit B or Article 8 below, as applicable. Tenant shall be
responsible for all costs related to the Additional HVAC Equipment and
installation thereof, including without limitation, costs of any modification to
the Base, Shell and Core, Building systems and Building structure and costs of
subsequent maintenance in connection therewith.

      Tenant shall cooperate fully with Landlord at all times and abide by all
regulations and requirements that Landlord may reasonably prescribe for the
proper functioning and protection of the HVAC, electrical, mechanical and
plumbing systems. Landlord agrees that it will cause the Project, Building and
Common Areas to be maintained in a manner consistent with a first class office
building in the vicinity of the Project.

      6.2   OVERSTANDARD TENANT USE. Tenant shall not, without Landlord's prior
written consent, use heat-generating machines, machines other than normal
fractional horsepower office machines, or equipment or lighting other than
Building standard lights in the Premises, which may affect the temperature
otherwise maintained by the air conditioning system or increase the water
normally furnished for the Premises by Landlord pursuant to the terms of Section
6.1 of this Lease. If such consent is given, Landlord shall have the right to
install supplementary air conditioning units or other facilities in the
Premises, including supplementary or additional metering devices, and the cost
thereof, including the cost of installation, operation and maintenance,
increased wear and tear on existing equipment and other similar charges, shall
be paid by Tenant to Landlord upon billing by Landlord. If Tenant uses water,
electricity, heat or air conditioning in excess of that supplied by Landlord
pursuant to Section 6.1 of this Lease, Tenant shall pay to Landlord, upon
billing, the cost of such excess consumption, and, if such excess is used by
Tenant on a regular basis, the cost of the installation, operation, and
maintenance of equipment which is installed in order to supply such excess
consumption, and the cost of the increased wear and tear on existing equipment
caused by such excess consumption. Landlord may install devices to separately
meter any increased use and in such event Tenant shall pay the increased cost
directly to Landlord, on demand, at the rates charged by the public utility
company furnishing the same, including, if such excess is used by Tenant on a
regular basis, the cost of such additional metering devices. Tenant's use of
electricity shall never exceed the capacity of the feeders to the Project or the
risers or wiring installation. If Tenant desires to use heat, ventilation or air
conditioning during hours other than those for which Landlord is obligated to
supply such utilities pursuant to the terms of Section 6.1 of this Lease,

                                      -17-


Tenant shall give Landlord such prior notice, if any, as Landlord shall from
time to time establish as appropriate, of Tenant's desired use in order to
supply such utilities, and Landlord shall supply such utilities to Tenant at
such hourly cost to Tenant (which shall be treated as Additional Rent) as
Landlord shall from time to time establish. The charge for after hours HVAC as
of the date hereof is $65.00 per hour per zone on the floors of the Building.

      6.3   INTERRUPTION OF USE. Tenant agrees that, except as set forth in
Section 6.4 below, Landlord shall not be liable for damages, by abatement of
Rent or otherwise, for failure to furnish or delay in furnishing any service
(including telephone and telecommunication services), or for any diminution in
the quality or quantity thereof, when such failure or delay or diminution is
occasioned, in whole or in part, by breakage, repairs, replacements, or
improvements, by any strike, lockout or other labor trouble, by inability to
secure electricity, gas, water, or other fuel at the Building or Project after
reasonable effort to do so, by any riot or other dangerous condition, emergency,
accident or casualty whatsoever, by act or default of Tenant or other parties,
or by any other cause; and such failures or delays or diminution shall never be
deemed to constitute an eviction or disturbance of Tenant's use and possession
of the Premises or relieve Tenant from paying Rent or performing any of its
obligations under this Lease. Furthermore, Landlord shall not be liable under
any circumstances for a loss of, or injury to, property or for injury to, or
interference with, Tenant's business, including, without limitation, loss of
profits, however occurring, through or in connection with or incidental to a
failure to furnish any of the services or utilities as set forth in this Article
6. Landlord may comply with voluntary controls or guidelines promulgated by any
governmental entity relating to the use or conservation of energy, water, gas,
light or electricity or the reduction of automobile or other emissions without
creating any liability of Landlord to Tenant under this Lease, provided that
Tenant's use of the Premises is not materially adversely affected thereby.

      6.4   ABATEMENT FOR UNTENANTABILITY. If the Premises or any portion
thereof are rendered untenantable and are not used by Tenant for a period of
three (3) consecutive business days or any ten (10) days in any twelve (12)
month period (the "ELIGIBILITY PERIOD") as a result of failure in the water,
sewage, air conditioning, heating, ventilating, elevator or electrical systems
of the Project, or as a result of any damage described in Article 11, or as a
result of any taking by eminent domain described in Article 13, or because of
the presence of Hazardous Materials (defined in Section 29.34 below) in, on or
around the Building, the Premises or the Project, or as a result of any repair,
maintenance or alteration performed by Landlord which interferes with Tenant's
use of the Premises, Tenant's rent shall be reduced and abated after the
expiration of the Eligibility Period for such time as the Premises or such
portion thereof remain untenantable and are not used by Tenant, in the
proportion that the rentable area of the portion of the Premises rendered
untenantable and not used by Tenant bears to the total rentable area of the
Premises. If the untenantability of the Premises described in this Section 6.4
is due to an event of damage described in Article 11, after three (3)
consecutive days of such untenantability Tenant's rights to rent abatement
hereunder shall relate back to the first day of such untenantability.
Notwithstanding the foregoing, during any rent abatement under this Lease,
Tenant shall pay Landlord Additional Rent for all services and utilities
provided to and used by Tenant during the period of the rent abatement. However,
if due to the causes referred to in the first sentence of this Section 6.4, any
portion of the Premises is rendered untenantable for a period of time in excess
of the Eligibility Period, and the remaining portion of the Premises is not
sufficient to allow Tenant to effectively conduct its business therein, and if
Tenant does not conduct its business from such remaining portion, then for such
time after expiration of the Eligibility Period during which Tenant is so
prevented from effectively conducting its business therein, the rent for the
entire Premises shall be abated; provided, however, if Tenant reoccupies and
conducts its business from any portion of the Premises during such period, the
rent allocable to such reoccupied portion, based on the proportion that the
rentable area of such reoccupied portion of the Premises bears to the total
rentable area of the Premises, shall be payable by Tenant from the date such
business operations commence. If Tenant's right to abatement occurs during a
free rent period which arises after the Lease Commencement Date, Tenant's free
rent period shall be extended for the number of days that the abatement period
overlapped the free rent period ("OVERLAP PERIOD"). Landlord shall have the
right to extend the expiration date for a period of time equal to the Overlap
Period if Landlord sends a notice to Tenant of such election within thirty (30)
days following the end of the extended free rent period. If Tenant's right to
abatement occurs because of damage to the Premises described in Article 11,
Tenant's abatement period shall continue until Tenant has been given reasonably
sufficient time, and reasonably sufficient access to the Premises, for the
restoration of the Premises and installation of Tenant's property, furniture,
fixtures and equipment and to move in. To the extent rental loss insurance
carried by Landlord, the premiums for which are included in Direct Expenses,
covers rent loss for any portion of the Eligibility Period, the Eligibility
Period shall be reduced to the extent of such coverage.

                                      -18-


7.    REPAIRS.

      Tenant shall, at Tenant's own expense, pursuant to the terms of this
Lease, including without limitation Article 8 hereof, keep the Premises,
including all improvements, fixtures and furnishings therein, in good order,
repair and condition at all times during the Lease Term. In addition, Tenant
shall, at Tenant's own expense, but under the supervision and subject to the
prior approval of Landlord, and within any reasonable period of time specified
by Landlord, pursuant to the terms of this Lease, including without limitation
Article 8 hereof, but subject to the terms of Section 10.5 hereof, promptly and
adequately repair all damage to the Premises and replace or repair all damaged,
broken, or worn fixtures and appurtenances, except for damage caused by ordinary
wear and tear or beyond the reasonable control of Tenant; provided however,
that, at Landlord's option, or if Tenant fails to make such repairs, Landlord
may, but need not, ten (10) days after delivery of written notice to Tenant,
make such repairs and replacements, and Tenant shall pay Landlord the costs
incurred therefore, thirty (30) days being billed for same. Notwithstanding the
foregoing, Landlord shall be responsible for repairs to the Common Areas,
exterior walls, foundation and roof of the Building, the structural portions of
the floors of the Building, and the systems and equipment of the Building,
except to the extent that such repairs are required due to the negligence or
willful misconduct of Tenant; provided, however, that if such repairs are due to
the negligence or willful misconduct of Tenant, Landlord shall nevertheless make
such repairs at Tenant's expense, subject to the terms of Section 10.5 below.
Landlord may, but shall not be required to, enter the Premises at all reasonable
times after reasonable prior notice to make such repairs, alterations,
improvements or additions to the Premises or to the Project or to any equipment
located in the Project as Landlord shall desire or deem necessary or as Landlord
may be required to do by governmental or quasi-governmental authority or court
order or decree. Tenant hereby waives any and all rights under and benefits of
subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil
Code or under any similar law, statute, or ordinance now or hereafter in effect.

8.    ADDITIONS AND ALTERATIONS.

      8.1   LANDLORD'S CONSENT TO ALTERATIONS. Tenant may not make any
improvements, alterations, additions or changes to the Premises or any
mechanical, plumbing or HVAC facilities or systems pertaining to the Premises
(collectively, the "ALTERATIONS") without first procuring the prior written
consent of Landlord to such Alterations, which consent shall be requested by
Tenant not less than thirty (30) days prior to the commencement thereof, and
which consent shall not be unreasonably withheld by Landlord, provided it shall
be deemed reasonable for Landlord to withhold its consent to any Alteration
which affects the structural portions or the systems or equipment of the
Building, which is visible from the exterior of the Building or which may give
rise to a governmentally required change to the "Base Building," as that term is
defined in Section 8.2, below. Notwithstanding the foregoing, Tenant shall be
permitted to make Alterations following ten (10) business days notice to
Landlord, but without Landlord's prior consent, to the extent that such
Alterations are decorative only (i.e., installation of carpeting or painting of
the Premises). The construction of the initial improvements to the Premises
shall be governed by the terms of the Tenant Work Letter and not the terms of
this Article 8.

      8.2   MANNER OF CONSTRUCTION. Landlord may impose, as a condition of its
consent to any and all Alterations or repairs of the Premises or about the
Premises, such requirements as Landlord in its reasonable discretion may deem
desirable, including, but not limited to, the requirement that Tenant utilize
for such purposes only contractors, subcontractors, materials, mechanics and
materialmen selected by Tenant and reasonably approved by Landlord, the
requirement that upon Landlord's request, Tenant shall, at Tenant's expense,
remove such Alterations upon the expiration or any early termination of the
Lease Term, provided Landlord shall have notified Tenant at the time of
Landlord's consent to the Alteration that such Alteration was subject to such
removal requirement and that any Alterations designated for removal by Landlord
shall be atypical for Comparable Buildings or generally unusable by typical
office tenants. As long as the improvements installed in the Premises for
Tenant's initial occupancy are typical for Comparable Buildings or generally
usable by typical office tenants, no such improvements shall be required to be
removed upon expiration or earlier termination of the Lease. If Alterations will
involve the use of or disturb hazardous materials or substances existing in the
Premises, Tenant shall comply with Landlord's rules and regulations concerning
such hazardous materials or substances. Tenant shall construct all Alterations
and perform such repairs in a good and workmanlike manner, in conformance with
any and all applicable federal, state, county or municipal laws, rules and
regulations and pursuant to a valid building permit, issued by the City of Los
Angeles (if such permit is required), all in conformance with Landlord's
construction rules and regulations. In the event Tenant performs any Alterations
in the Premises after the Commencement Date which

                                      -19-


require or give rise to governmentally required changes to the "Base Building,"
as that term is defined below, then Landlord shall, at Tenant's expense, make
such changes to the Base Building. The "BASE BUILDING" shall include the
structural portions of the Building, and the public restrooms and the systems
and equipment located in the internal core of the Building on the floor or
floors on which the Premises are located. In performing the work of any such
Alterations, Tenant shall have the work performed in such manner so as not to
obstruct access to the Project or any portion thereof, by any other tenant of
the Project, and so as not to obstruct the business of Landlord or other tenants
in the Project. Tenant shall not use (and upon notice from Landlord shall cease
using) contractors, services, workmen, labor, materials or equipment that, in
Landlord's reasonable judgment, would disturb labor harmony with the workforce
or trades engaged in performing other work, labor or services in or about the
Building or the Common Areas. In addition to Tenant's obligations under Article
9 of this Lease, upon completion of any Alterations, Tenant agrees to cause a
Notice of Completion to be recorded in the office of the Recorder of the County
of Los Angeles in accordance with Section 3093 of the Civil Code of the State of
California or any successor statute, and Tenant shall deliver to the Project
management office a reproducible copy of the "as built" drawings (or a marked-up
set of the final construction drawings) of the Alterations (to the extent plans
or drawings are reasonably necessary in connection with the Alterations) as well
as all permits, approvals and other documents, if any, issued by any
governmental agency in connection with the Alterations.

      8.3   PAYMENT FOR IMPROVEMENTS. If payment is made directly to
contractors, Tenant shall comply with Landlord's requirements for final lien
releases and waivers in connection with Tenant's payment for work to
contractors. If Tenant orders any work directly from Landlord, Tenant shall pay
to Landlord a percentage of the cost of such work sufficient to compensate
Landlord for all overhead, general conditions, fees and other costs and expenses
arising from Landlord's involvement with such work. If Tenant does not order any
work directly from Landlord, Tenant shall reimburse Landlord for Landlord's
reasonable, actual, out-of-pocket costs and expenses actually incurred in
connection with Landlord's review of such work.

      8.4   CONSTRUCTION INSURANCE. In addition to the requirements of Article
10 of this Lease, in the event that Tenant makes any Alterations, prior to the
commencement of such Alterations, Tenant shall provide Landlord with evidence
that Tenant carries "Builder's All Risk" insurance in an amount approved by
Landlord covering the construction of such Alterations, and such other insurance
as Landlord may require, it being understood and agreed that all of such
Alterations shall be insured by Tenant pursuant to Article 10 of this Lease
immediately upon completion thereof. In addition, with respect to any
Alterations that will cost in excess of $40,000, Landlord may, in its
discretion, require Tenant to obtain a lien and completion bond or some
alternate form of security satisfactory to Landlord in an amount sufficient to
ensure the lien-free completion of such Alterations and naming Landlord as a
co-obligee.

      8.5   LANDLORD'S PROPERTY. All Alterations, improvements, fixtures,
equipment and/or appurtenances which may be installed or placed in or about the
Premises, from time to time, shall be at the sole cost of Tenant and shall be
and become the property of Landlord, except that Tenant may remove any
Alterations, improvements, fixtures and/or equipment which Tenant can
substantiate to Landlord have not been paid for with any Tenant improvement
allowance funds provided to Tenant by Landlord, provided Tenant repairs any
damage to the Premises and Building caused by such removal and returns the
affected portion of the Premises to a building standard tenant improved
condition as determined by Landlord. Furthermore, Landlord may, by written
notice to Tenant, require Tenant, at Tenant's expense, to remove any Alterations
in the Premises, but only as set forth in Section 8.2 above, and to repair any
damage to the Premises and Building caused by such removal and returns the
affected portion of the Premises to a building standard tenant improved
condition as determined by Landlord. If Tenant fails to complete such removal
and/or to repair any damage caused by the removal of such Alterations in the
Premises, and returns the affected portion of the Premises to a building
standard tenant improved condition as determined by Landlord, Landlord may do so
and may charge the cost thereof to Tenant. Tenant hereby protects, defends,
indemnifies and holds Landlord harmless from any liability, cost, obligation,
expense or claim of lien in any manner relating to the installation, placement,
removal or financing of any such Alterations, improvements, fixtures and/or
equipment in, on or about the Premises, which obligations of Tenant shall
survive the expiration or earlier termination of this Lease.

                                      -20-


9.    COVENANT AGAINST LIENS.

      Tenant shall keep the Project and Premises free from any liens or
encumbrances arising out of the work performed, materials furnished or
obligations incurred by or on behalf of Tenant, and shall protect, defend,
indemnify and hold Landlord harmless from and against any claims, liabilities,
judgments or costs (including, without limitation, reasonable attorneys' fees
and costs) arising out of same or in connection therewith. Tenant shall give
Landlord notice at least twenty (20) days prior to the commencement of any such
work on the Premises (or such additional time as may be necessary under
applicable laws) to afford Landlord the opportunity of posting and recording
appropriate notices of non-responsibility. Tenant shall remove any such lien or
encumbrance by bond or otherwise within five (5) days after notice by Landlord,
and if Tenant shall fail to do so, Landlord may pay the amount necessary to
remove such lien or encumbrance, without being responsible for investigating the
validity thereof. The amount so paid shall be deemed Additional Rent under this
Lease payable upon demand, without limitation as to other remedies available to
Landlord under this Lease. Nothing contained in this Lease shall authorize
Tenant to do any act which shall subject Landlord's title to the Building or
Premises to any liens or encumbrances whether claimed by operation of law or
express or implied contract. Any claim to a lien or encumbrance upon the
Building or Premises arising in connection with any such work or respecting the
Premises not performed by or at the request of Landlord shall be null and void,
or at Landlord's option shall attach only against Tenant's interest in the
Premises and shall in all respects be subordinate to Landlord's title to the
Project, Building and Premises.

10.   INSURANCE.

      10.1  INDEMNIFICATION AND WAIVER. Tenant hereby assumes all risk of damage
to property or injury to Tenant's property or injury to Tenant, its
shareholders, partners, subpartners, members, and their respective officers,
agents, servants, employees and independent contractors (collectively, "TENANT
PARTIES") in, upon or about the Premises from any cause whatsoever and agrees
that Landlord, its partners, subpartners and their respective officers, agents,
servants, employees, and independent contractors (collectively, "LANDLORD
PARTIES") shall not be liable for, and are hereby released from any
responsibility for, any damage either to person or property or resulting from
the loss of use thereof, which damage is sustained by Tenant or by other persons
claiming through Tenant, subject to Landlord's indemnity obligations set forth
in this Section 10.1 below. Tenant shall indemnify, defend, protect, and hold
harmless the Landlord Parties from any and all loss, cost, damage, expense and
liability (including without limitation court costs and reasonable attorneys'
fees) incurred in connection with or arising from any cause in, on or about the
Premises, any negligence or willful misconduct of Tenant or of any person
claiming by, through or under Tenant, or of the contractors, agents, servants,
employees, invitees, guests or licensees of Tenant or any such person, in, on or
about the Project or any breach of the terms of this Lease, either prior to,
during, or after the expiration of the Lease Term, provided that the terms of
the foregoing indemnity shall not apply to the extent of the negligence or
willful misconduct of Landlord. Further, Tenant's agreement to indemnify
Landlord pursuant to this Section 10.1 is not intended and shall not relieve any
insurance carrier of its obligations under policies required to be carried by
Tenant pursuant to the provisions of this Lease, to the extent such policies
cover the matters subject to Tenant's indemnification obligations; nor shall
they supersede any inconsistent agreement of the parties set forth in any other
provision of this Lease. Notwithstanding the provisions of this Section 10.1 to
the contrary, but subject to the limitation on Landlord's liability set forth in
Section 29.13, Landlord shall indemnify, protect, defend and hold harmless the
Tenant Parties from and against any and all loss, cost, damage, expense and
liability (including without limitation court costs and reasonable attorneys'
fees) with respect to or arising out of any injury to persons or damage to
property located on the Premises or within the Project (including, without
limitation, the Premises, Tenant's property, any reasonable insurance deductible
applicable thereto (subject to Section 10.5) and Tenant's personnel) (but not
for injury to, or interference with, Tenant's or any Tenant Parties' business or
for consequential damages), to the extent such damage or injury arises or
results from (i) the negligence or willful misconduct of Landlord, its agents or
employees (acting within the scope of their relationship with Landlord), and/or
(ii) the default by Landlord of any obligations on Landlord's part to be
performed under the terms of this Lease. Landlord's agreement to indemnify
Tenant pursuant to this Section 10.1 is not intended and shall not relieve any
insurance carrier of its obligations under policies required to be carried by
Landlord pursuant to the provisions of this Lease, to the extent such policies
cover the matters subject to Landlord's indemnification obligations; nor shall
they supersede any inconsistent agreement of the parties set forth in any other
provision of this Lease. The provisions of this Section 10.1 shall survive the
expiration or sooner termination of this Lease with respect to any claims or
liability arising in connection with any event occurring prior to such
expiration or termination.

                                      -21-


      10.2  TENANT'S COMPLIANCE WITH LANDLORD'S FIRE AND CASUALTY INSURANCE.
Tenant shall, at Tenant's expense, comply with all reasonable insurance company
requirements pertaining to the use of the Premises. If Tenant's conduct or use
of the Premises causes any increase in the premium for such insurance policies
then Tenant shall reimburse Landlord for any such increase. Tenant, at Tenant's
expense, shall comply with all rules, orders, regulations or requirements of the
American Insurance Association (formerly the National Board of Fire
Underwriters) and with any similar body.

      10.3  TENANT'S INSURANCE. Tenant shall maintain the following coverages in
the following amounts.

            (a)   Commercial General Liability Insurance covering the insured
against claims of bodily injury, personal injury and property damage (including
loss of use thereof) arising out of Tenant's operations, and contractual
liabilities (covering the performance by Tenant of its indemnity agreements)
including a Broad Form endorsement covering the insuring provisions of this
Lease and the performance by Tenant of the indemnity agreements set forth in
Section 10.1 of this Lease, for limits of liability not less than:

      Bodily Injury and                      $3,000,000 each occurrence
      Property Damage Liability              $3,000,000 annual aggregate
               Personal Injury Liability
                                             $3,000,000 each occurrence
                                             $3,000,000 annual aggregate
                                             0% Insured's participation

            (b)   Physical Damage Insurance covering (i) all office furniture,
business and trade fixtures, office equipment, free-standing cabinet work,
movable partitions, merchandise and all other items of Tenant's property on the
Premises installed by, for, or at the expense of Tenant, (ii) the "Tenant
Improvements," as that term is defined in Section 2 of EXHIBIT B, and any other
improvements which exist in the Premises as of the Lease Commencement Date
(excluding the Base Building) (the "ORIGINAL IMPROVEMENTS"), and (iii) all other
improvements, alterations and additions to the Premises. Such insurance shall be
written on an "all risks" of physical loss or damage basis, for the full
replacement cost value (subject to reasonable deductible amounts) new without
deduction for depreciation of the covered items and in amounts that meet any
co-insurance clauses of the policies of insurance and shall include coverage for
damage or other loss caused by fire or other peril including, but not limited
to, vandalism and malicious mischief, theft, water damage of any type, including
sprinkler leakage, bursting or stoppage of pipes, and explosion, and providing
business interruption coverage for a period of one year.

            (c)   Worker's Compensation and Employer's Liability or other
similar insurance pursuant to all applicable state and local statutes and
regulations.

      10.4  FORM OF POLICIES. The minimum limits of policies of insurance
required of Tenant under this Lease shall in no event limit the liability of
Tenant under this Lease. Such insurance shall (i) name Landlord, and any other
party the Landlord so specifies, as an additional insured, including Landlord's
managing agent, if any; (ii) specifically cover the liability assumed by Tenant
under this Lease, including, but not limited to, Tenant's obligations under
Section 10.1 of this Lease; (iii) be issued by an insurance company having a
rating of not less than A-X in Best's Insurance Guide or which is otherwise
acceptable to Landlord and licensed to do business in the State of California;
(iv) be primary insurance as to all claims thereunder and provide that any
insurance carried by Landlord is excess and is non-contributing with any
insurance requirement of Tenant; (v) be in form and content reasonably
acceptable to Landlord; and (vi) provide that said insurance shall not be
canceled or coverage changed unless thirty (30) days' prior written notice shall
have been given to Landlord and any mortgagee of Landlord. Tenant shall deliver
said policy or policies or certificates thereof to Landlord on or before the
Lease Commencement Date and prior to the expiration dates thereof. In the event
Tenant shall fail to procure such insurance, or to deliver such policies or
certificate, Landlord may, at its option, upon at least ten (10) days prior
notice to Tenant, procure such policies for the account of Tenant, and the cost
thereof shall be paid to Landlord within five (5) days after delivery to Tenant
of bills therefor.

      10.5  SUBROGATION. Landlord and Tenant intend that their respective
property loss risks shall be borne by reasonable insurance carriers to the
extent above provided, and Landlord and Tenant hereby agree to look solely

                                      -22-


to, and seek recovery only from, their respective insurance carriers in the
event of a property loss to the extent that such coverage is agreed to be
provided hereunder. Notwithstanding anything to the contrary in this Lease, the
parties each hereby waive all rights and claims against each other for such
losses, and waive all rights of subrogation of their respective insurers,
provided such waiver of subrogation shall not affect the right to the insured to
recover thereunder. The parties agree that their respective insurance policies
are now, or shall be, endorsed such that the waiver of subrogation shall not
affect the right of the insured to recover thereunder, so long as no material
additional premium is charged therefor.

      10.6  ADDITIONAL INSURANCE OBLIGATIONS. If commercially reasonable and
available, Tenant shall carry and maintain during the entire Lease Term, at
Tenant's sole cost and expense, increased amounts of the insurance required to
be carried by Tenant pursuant to this Article 10 and such other reasonable types
of insurance coverage and in such reasonable amounts covering the Premises and
Tenant's operations therein, as may be reasonably requested by Landlord and
generally required by Landlord of the other tenants in the Project, but in no
event in excess of the amounts and types of insurance then being required by
landlords of other Comparable Buildings.

      10.7  LANDLORD'S INSURANCE. Landlord shall maintain during the Lease Term
a policy or policies of insurance insuring the Building against loss or damage
due to fire and other casualties covered within the classification of "all risk"
or "special form" coverage, vandalism coverage and malicious mischief, sprinkler
leakage, water damage and special extended coverage on building, as well as
Commercial General Liability Insurance insuring against such risks as are
customarily insured against by other landlords operating Comparable Buildings.
Such coverage shall be in such amounts and with such deductibles or self-insured
retention amounts as Landlord may from time to time reasonably determine.
Additionally, at the option of Landlord, such insurance coverage may include the
risks of earthquakes and/or flood damage and additional hazards, a rental loss
endorsement and one or more loss payee endorsements in favor of the holders of
any mortgages or deeds of trust encumbering the interest of Landlord in the
Project or any ground or underlying lessors of the Project, or any portion
thereof.

11.   DAMAGE AND DESTRUCTION.

      11.1  REPAIR OF DAMAGE TO PREMISES BY LANDLORD. Tenant shall promptly
notify Landlord of any damage to the Premises resulting from fire or any other
casualty. If the Premises or any Common Areas serving or providing access to the
Premises shall be damaged by fire or other casualty, Landlord shall promptly and
diligently, subject to reasonable delays for insurance adjustment or other
matters beyond Landlord's reasonable control, and subject to all other terms of
this Article 11, restore the Base Building and such Common Areas. Such
restoration shall be to substantially the same condition of the Base Building
and the Common Areas prior to the casualty, except for modifications required by
zoning and building codes and other laws or by the holder of a mortgage on the
Building or Project or any other modifications to the Common Areas deemed
desirable by Landlord, which are consistent with the character of the Project,
provided that access to the Premises and any common restrooms serving the
Premises shall not be materially impaired. Upon the occurrence of any damage to
the Premises, upon notice (the "LANDLORD REPAIR NOTICE") to Tenant from
Landlord, Tenant shall assign to Landlord (or to any party designated by
Landlord) all insurance proceeds payable to Tenant under Tenant's insurance with
respect improvements (but not personal property) in the Premises required under
Section 10.3 of this Lease, and Landlord shall repair any injury or damage to
the Tenant Improvements and the Original Improvements installed in the Premises
and shall return such Tenant Improvements and Original Improvements to their
original condition; provided that if the cost of such repair by Landlord exceeds
the amount of insurance proceeds received by Landlord from Tenant's insurance
carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant
to Landlord as and when required for the repair of the damage; provided further
that Tenant shall have the right to require that the improvements to the
Premises be reconstructed to a lesser standard condition (but not less than a
Project standard condition). In the event that Landlord does not deliver the
Landlord Repair Notice within sixty (60) days following the date the casualty
becomes known to Landlord, Tenant shall, at its sole cost and expense, repair
any injury or damage to the Tenant Improvements and the Original Improvements
installed in the Premises and shall return such Tenant Improvements and Original
Improvements to their original condition (or, if Tenant's insurance proceeds are
not sufficient to complete such restoration, to at least a Project standard
condition). Whether or not Landlord delivers a Landlord Repair Notice, prior to
the commencement of construction, Tenant shall submit to Landlord, for
Landlord's review and approval, all plans, specifications and working drawings
relating thereto, and the selection of the contractors to perform such
improvement work shall be subject to Landlord's prior approval. Landlord shall
not be liable for any

                                      -23-


inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's
business resulting in any way from such damage or the repair thereof; provided
however, Tenant shall be entitled to abatement of rent in connection with damage
to Premises, Building or Project in accordance with Section 6.4 above. In the
event that Landlord shall not deliver the Landlord Repair Notice, Tenant's right
to rent abatement pursuant to the preceding sentence shall terminate as of the
date which is reasonably determined by Landlord to be the date Tenant should
have completed repairs to the Premises assuming Tenant used reasonable due
diligence in connection therewith.

      11.2  LANDLORD'S OPTION TO REPAIR. Notwithstanding the terms of Section
11.1 of this Lease, in the event of any material damage to the Premises,
Building or Project, Landlord may elect not to rebuild and/or restore the
Premises, Building and/or Project, and instead terminate this Lease, by
notifying Tenant in writing of such termination within sixty (60) days after the
date of damage, such notice to include a termination date giving Tenant sixty
(60) days to vacate the Premises, but Landlord may so elect only if the Building
or Project shall be damaged by fire or other casualty or cause, whether or not
the Premises are affected, and one or more of the following conditions is
present: (i) in Landlord's reasonable judgment, repairs cannot reasonably be
completed within one hundred eighty (180) days after the date of discovery of
the damage (when such repairs are made without the payment of overtime or other
premiums); (ii) the holder of any mortgage on the Building or Project or ground
lessor with respect to the Building or Project shall require that the insurance
proceeds or any portion thereof be used to retire the mortgage debt, or shall
terminate the ground lease, as the case may be; (iii) more than Five Million
Dollars ($5,000,000) of the cost to repair the damage is not covered by
Landlord's insurance policies for reasons other than Landlord's failure to
insure as required under this Lease; or (iv) the damage occurs during the last
twelve (12) months of the Lease Term; or (v) any owner of any other portion of
the Project, other than Landlord, does not intend to repair the damage to such
portion of the Project; provided, however, that if Landlord does not elect to
terminate this Lease pursuant to Landlord's termination right as provided above,
and the repairs cannot, in the reasonable opinion of Landlord, be completed
within one hundred eighty (180) days after being commenced, Tenant may elect, no
earlier than sixty (60) days after the date of the damage and not later than
ninety (90) days after the date of such damage, to terminate this Lease by
written notice to Landlord effective as of the date specified in the notice,
which date shall not be less than thirty (30) days nor more than sixty (60) days
after the date such notice is given by Tenant. In addition, if Landlord does not
elect to terminate this Lease pursuant to Landlord's termination right as
provided above, and the repairs cannot, in the reasonable opinion of Landlord,
be completed within fifty percent (50%) of the remaining portion of the Term at
the time of the damage, Tenant may elect, no earlier than thirty (30) days after
the date of the damage and not later than sixty (60) days after the date of such
damage, to terminate this Lease by written notice to Landlord effective as of
the date specified in the notice, which date shall not be less than thirty (30)
days nor more than sixty (60) days after the date such notice is given by
Tenant.

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

12.   NONWAIVER.

      No provision of this Lease shall be deemed waived by either party hereto
unless expressly waived in a writing signed thereby. The waiver by either party
hereto of any breach of any term, covenant or condition herein contained shall
not be deemed to be a waiver of any subsequent breach of same or any other term,
covenant or condition herein contained. The subsequent acceptance of Rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease, other than the
failure of Tenant to pay the particular Rent so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
Rent. No acceptance of a lesser amount than the Rent herein stipulated shall be
deemed a waiver of Landlord's right to receive the full amount due, nor shall
any endorsement or statement on any check or payment or any letter accompanying
such check or payment be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the full amount due. No receipt of monies by Landlord from Tenant after the
termination of this Lease shall in any way alter the length of the Lease Term or
of Tenant's right of possession hereunder, or after the giving of any notice
shall reinstate, continue or

                                      -24-


extend the Lease Term or affect any notice given Tenant prior to the receipt of
such monies, it being agreed that after the service of notice or the
commencement of a suit, or after final judgment for possession of the Premises,
Landlord may receive and collect any Rent due, and the payment of said Rent
shall not waive or affect said notice, suit or judgment.

13.   CONDEMNATION.

      If the whole or any part of the Premises, Building or Project shall be
taken by power of eminent domain or condemned by any competent authority for any
public or quasi-public use or purpose, or if any adjacent property or street
shall be so taken or condemned, or reconfigured or vacated by such authority in
such manner as to require the use, reconstruction or remodeling of any part of
the Premises, Building or Project, or if Landlord shall grant a deed or other
instrument in lieu of such taking by eminent domain or condemnation, Landlord
shall have the option to terminate this Lease effective as of the date
possession is required to be surrendered to the authority. If more than
twenty-five percent (25%) of the rentable square feet of the Premises is taken,
or if access to the Premises is substantially impaired, in each case for a
period in excess of one hundred eighty (180) days, Tenant shall have the option
to terminate this Lease effective as of the date possession is required to be
surrendered to the authority. Tenant shall not because of any taking assert any
claim against Landlord or the authority for any compensation because of such
taking and Landlord shall be entitled to the entire award or payment in
connection therewith, except that Tenant shall have the right to file any
separate claim available to Tenant for any taking of Tenant's personal property
and fixtures belonging to Tenant and removable by Tenant upon expiration of the
Lease Term pursuant to the terms of this Lease, for moving expenses and for
damages relating to business interruption and/or loss of goodwill, so long as
such claims do not diminish the award available to Landlord, its ground lessor
with respect to the Building or Project or its mortgagee, and such claim is
payable separately to Tenant. All Rent shall be apportioned as of the date of
such termination. If any part of the Premises shall be taken, and this Lease
shall not be so terminated, the Rent shall be proportionately abated. Tenant
hereby waives any and all rights it might otherwise have pursuant to Section
1265.130 of The California Code of Civil Procedure. Notwithstanding anything to
the contrary contained in this Article 13, in the event of a temporary taking of
all or any portion of the Premises for a period of one hundred and eighty (180)
days or less, then this Lease shall not terminate but the Base Rent and the
Additional Rent shall be abated for the period of such taking in proportion to
the ratio that the amount of rentable square feet of the Premises taken bears to
the total rentable square feet of the Premises.

14.   ASSIGNMENT AND SUBLETTING.

      14.1  TRANSFERS. Subject to the terms of Section 14.7 below, Tenant shall
not, without the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed in accordance with the terms hereof, assign,
mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or
otherwise transfer, this Lease or any interest hereunder, permit any assignment,
or other transfer of this Lease or any interest hereunder by operation of law,
sublet the Premises or any part thereof, or enter into any license or concession
agreements or otherwise permit the occupancy or use of the Premises or any part
thereof by any persons other than Tenant and its employees, guests, invitees and
contractors (all of the foregoing are hereinafter sometimes referred to
collectively as "TRANSFERS" and any person to whom any Transfer is made or
sought to be made is hereinafter sometimes referred to as a "TRANSFEREE"). If
Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord
in writing, which notice (the "TRANSFER NOTICE") shall include (i) the proposed
effective date of the Transfer, which shall not be less than thirty (30) days
nor more than one hundred eighty (180) days after the date of delivery of the
Transfer Notice, (ii) a description of the portion of the Premises to be
transferred (the "SUBJECT SPACE"), (iii) all of the terms of the proposed
Transfer and the consideration therefor, including calculation of the "Transfer
Premium", as that term is defined in Section 14.3 below, in connection with such
Transfer, the name and address of the proposed Transferee, and a copy of all
existing executed and/or proposed documentation pertaining to the proposed
Transfer, including all existing operative documents to be executed to evidence
such Transfer or the agreements incidental or related to such Transfer, provided
that Landlord shall have the right to require Tenant to utilize Landlord's
standard Transfer documents in connection with the documentation of such
Transfer, (iv) current financial statements of the proposed Transferee and any
other information reasonably required by Landlord necessary to enable Landlord
to determine the financial responsibility, character, and reputation of the
proposed Transferee, the nature of such Transferee's business and proposed use
of the Subject Space, and (v) an executed estoppel certificate from Tenant in
the form attached hereto as EXHIBIT E. Any Transfer made without Landlord's
prior written consent shall, at Landlord's option, be null, void and of no
effect, and shall, at Landlord's option, may

                                      -25-


be treated as a default by Tenant pursuant to the applicable provisions of
Article 19 below. Whether or not Landlord consents to any proposed Transfer,
Tenant shall pay Landlord's review and processing fees, as well as any
reasonable professional fees (including, without limitation, attorneys',
accountants', architects', engineers' and consultants' fees) incurred by
Landlord, within thirty (30) days after written request by Landlord, in an
amount not to exceed $1,000 in the aggregate, for a Transfer in the ordinary
course of business and for which Tenant and the Transferee execute and deliver
Landlord's form of consent to transfer in the form attached hereto as EXHIBIT G.

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

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

            (b)   The Transferee intends to use the Subject Space for purposes
which are not permitted under this Lease;

            (c)   The Transferee is either a governmental agency or
instrumentality thereof;

            (d)   The Transferee is not a party of reasonable financial worth
and/or financial stability in light of the responsibilities to be undertaken in
connection with the Transfer on the date consent is requested;

            (e)   The proposed Transfer would cause a violation of another lease
for space in the Project, or would give an occupant of the Project a right to
cancel its lease;

            (f)   The terms of the proposed Transfer will allow the Transferee
to exercise a right of renewal, right of expansion, right of first offer, or
other similar right held by Tenant that is specifically not permitted to be
transferred (Tenant may retain the right to exercise the same for the benefit of
the Transferee); or

            (g)   Either the proposed Transferee, or any person or entity which
directly or indirectly, controls, is controlled by, or is under common control
with, the proposed Transferee, (i) occupies space in the Project at the time of
the request for consent and Landlord has space available for the proposed
Transferee or such proposed Transferee has an unexpired option to expand in the
Project, or (ii) is negotiating with Landlord or has negotiated with Landlord
(as evidenced by at least a written proposal and a written response thereto)
during the four (4) month period immediately preceding the date Landlord
receives the Transfer Notice, to lease space in the Project and Landlord has
space available for the proposed Transferee.

      If Landlord consents to any Transfer pursuant to the terms of this Section
14.2 (and does not exercise any recapture rights Landlord may have under Section
14.4 of this Lease), Tenant may within six (6) months after Landlord's consent,
but not later than the expiration of said six-month period, enter into such
Transfer of the Premises or portion thereof, upon substantially the same terms
and conditions as are set forth in the Transfer Notice furnished by Tenant to
Landlord pursuant to Section 14.1 of this Lease, provided that if there are any
changes in the terms and conditions from those specified in the Transfer Notice
(i) such that Landlord would initially have been entitled to refuse its consent
to such Transfer under this Section 14.2, or (ii) which would cause the proposed
Transfer to be materially more favorable to the Transferee than the terms set
forth in Tenant's original Transfer Notice, Tenant shall again submit the
Transfer to Landlord for its approval and other action under this Article 14
(including Landlord's right of recapture, if any, under Section 14.4 of this
Lease). Notwithstanding anything to the contrary in this Lease, if Tenant or any
proposed Transferee claims that Landlord has unreasonably withheld or delayed
its consent under Section 14.2 or otherwise has breached or acted unreasonably
under this Article 14, their sole remedies shall be a suit for contract damages
(other than damages for injury to, or interference with, Tenant's business
including, without limitation, loss of profits, however occurring) or
declaratory judgment and an injunction for the relief sought, and Tenant hereby
waives any right at law or equity to terminate this Lease in connection
therewith, on its own behalf and, to the extent permitted under all applicable
laws, on behalf of the proposed

                                      -26-


Transferee. Tenant shall indemnify, defend and hold harmless Landlord from any
and all liability, losses, claims, damages, costs, expenses, causes of action
and proceedings involving any third party or parties (including without
limitation Tenant's proposed subtenant or assignee) who claim they were damaged
by Landlord's wrongful withholding or conditioning of Landlord's consent.

      14.3  TRANSFER PREMIUM. If Landlord consents to a Transfer, as a condition
thereto which the parties hereby agree is reasonable, Tenant shall pay to
Landlord fifty percent (50%) of any "Transfer Premium," as that term is defined
in this Section 14.3, received by Tenant from such Transferee. "TRANSFER
PREMIUM" shall mean all rent, additional rent or other consideration payable by
such Transferee in connection with the Transfer in excess of the Rent and
Additional Rent payable by Tenant under this Lease during the term of the
Transfer on a per rentable square foot basis if less than all of the Premises is
transferred, after deducting the reasonable expenses incurred by Tenant for (i)
any changes, alterations and improvements to the Premises in connection with the
Transfer, (ii) any free base rent reasonably provided to the Transferee, (iii)
the Base Rent and Additional Rent for Direct Expenses paid by Tenant with
respect to the Subject Space during the period such space is vacant, not used
for any purpose by Tenant and not subject to any Transfer, provided no such
"vacancy cost" occurring prior to Tenant's notice to Landlord of Tenant's intent
to Transfer such space shall be recognized, (iv) any brokerage commissions in
connection with the Transfer, (v) reasonable legal fees incurred in connection
with the Transfer, and (vi) other reasonable out-of-pocket costs incurred by
Tenant in connection with the Transfer (collectively, the "TRANSFER COSTS").
"Transfer Premium" shall also include, but not be limited to, key money, bonus
money or other cash consideration paid by Transferee to Tenant in connection
with such Transfer, and any payment in excess of fair market value for services
rendered by Tenant to Transferee or for assets, fixtures, inventory, equipment,
or furniture transferred by Tenant to Transferee in connection with such
Transfer. Tenant shall be required to pay Landlord its portion of any Transfer
Premium on a monthly basis when received by Tenant, provided that Tenant shall
be entitled to recover all of its Transfer Costs prior to owing to Landlord any
Transfer Premium pursuant to the terms of this Section 14.3.

      14.4  LANDLORD'S OPTION AS TO SUBJECT SPACE.

            (a)   Subject to Paragraph 14.4(b) below, notwithstanding anything
to the contrary contained in this Article 14, Landlord shall have the option
(the "RECAPTURE OPTION"), by giving written notice to Tenant within twenty (20)
days after receipt of any Transfer Notice in which Tenant proposes to sublease
or assign at least 8,000 rentable square feet, to recapture the Subject Space
for the term of the proposed Transfer set forth in the Transfer Notice. In the
event of any such recapture of the Subject Space with respect to less than the
entire Premises, Landlord shall be responsible for any separate demising of the
Subject Space from the remainder of the Premises, including any necessary
balancing of the HVAC systems and separation of electrical circuits serving both
the Subject Space and the remainder of the Premises. Such recapture notice shall
cancel and terminate this Lease with respect to the Subject Space for the term
of the proposed Transfer set forth in the Transfer Notice as of the effective
date of the proposed Transfer.

            (b)   Tenant shall have the right to give Landlord a notice (the
"EARLY TRANSFER NOTICE") including (i) the proposed effective date of the
Transfer, which shall not be less than forty-five (45) days after the date of
delivery of the Early Transfer Notice, (ii) a description of the portion of the
Premises to be transferred (the "EARLY TRANSFER SUBJECT SPACE"), and (iii) and
the term for which Tenant proposes to Transfer such Early Transfer Subject
Space. Landlord shall have the option (the "EARLY OPTION"), if such Transfer
relates to at least 8,000 rentable square feet, by giving written notice to
Tenant within ten (10) days after receipt of any Early Transfer Notice, to
recapture the Early Transfer Subject Space for the term of the proposed Transfer
set forth in the Early Transfer Notice. Such recapture notice shall cancel and
terminate this Lease with respect to the Early Transfer Subject Space for the
term of the proposed Transfer set forth in the Early Transfer Notice as of the
effective date of the proposed Transfer. If the Early Option is exercised with
respect to less than the entire Premises, Landlord shall be responsible for any
separate demising of the Subject Space from the remainder of the Premises,
including any necessary balancing of the HVAC systems and separation of
electrical circuits serving both the Early Transfer Subject Space and the
remainder of the Premises. In the event the Subject Space has been identified as
the Early Transfer Subject Space in an Early Transfer Notice, and Landlord does
not exercise its Early Option with respect to such space as set forth in this
Paragraph 14.4(b), then Landlord shall not have its Recapture Option set forth
in Paragraph 14.4(a) above for a period of 180 days following Landlord's receipt
of the applicable Early Transfer Notice with respect to any Transfer which is
entered into for such Early Transfer Space during said 180 day period.

                                      -27-


Tenant, nonetheless, still be obligated to give a Transfer Notice for its
intended Transfer of such Subject Space, and Landlord retains all of its rights
with respect to approval of any such Transfer and its other rights under this
Article 14 (excluding the Recapture Option).

            (c)   In the event of a recapture by Landlord pursuant to this
Section 14.4, if this Lease shall be canceled with respect to less than the
entire Premises, the Rent and Security Deposit reserved herein shall be prorated
on the basis of the number of rentable square feet retained by Tenant in
proportion to the number of rentable square feet contained in the Premises, and
this Lease as so amended shall continue thereafter in full force and effect, and
upon request of either party, the parties shall execute written confirmation of
the same.

      14.5  EFFECT OF TRANSFER. If Landlord consents to a Transfer, (i) the
terms and conditions of this Lease shall in no way be deemed to have been waived
or modified, (ii) such consent shall not be deemed consent to any further
Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to
Landlord, promptly after execution, an original executed copy of all
documentation pertaining to the Transfer in form reasonably acceptable to
Landlord, (iv) Tenant shall furnish upon Landlord's request a complete
statement, certified by an independent certified public accountant, or Tenant's
chief financial officer, setting forth in detail the computation of any Transfer
Premium Tenant has derived and shall derive from such Transfer, and (v) no
Transfer relating to this Lease or agreement entered into with respect thereto,
whether with or without Landlord's consent, shall relieve Tenant or any
guarantor of the Lease from any liability under this Lease, including, without
limitation, in connection with the Subject Space. Landlord or its authorized
representatives shall have the right at all reasonable times to audit the books,
records and papers of Tenant relating to any Transfer, and shall have the right
to make copies thereof. If the Transfer Premium respecting any Transfer shall be
found understated, Tenant shall, within thirty (30) days after demand, pay the
deficiency, and if understated by more than two percent (2%), Tenant shall pay
Landlord's costs of such audit.

      14.6  ADDITIONAL TRANSFERS. Subject to the provisions of Section 14.7
below, for purposes of this Lease, the term "TRANSFER" shall also include (i) if
Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by
operation of law, of fifty percent (50%) or more of the partners, or transfer of
fifty percent (50%) or more of partnership interests, within a twelve (12)-month
period, or the dissolution of the partnership without immediate reconstitution
thereof, and (ii) if Tenant is a closely held corporation (i.e., whose stock is
not publicly held and not traded through an exchange or over the counter), (A)
the dissolution, merger, consolidation or other reorganization of Tenant or (B)
the sale or other transfer of an aggregate of fifty percent (50%) or more of the
voting shares of Tenant (other than to immediate family members by reason of
gift or death), within a twelve (12)-month period, or (C) the sale, mortgage,
hypothecation or pledge of an aggregate of fifty percent (50%) or more of the
value of the unencumbered assets of Tenant within a twelve (12)-month period.

      14.7  NON-TRANSFERS.

            (a)   Notwithstanding anything to the contrary contained in this
Article 14, none of the following shall be deemed a Transfer under this Article
14 and no Transfer Premium shall be payable in connection therewith: (i) an
assignment or subletting of all or a portion of the Premises to a purchaser of
all or substantially all of the assets of Tenant; (ii) a transfer to an entity,
by operation of law or otherwise, in connection with the merger, consolidation
or other reorganization of Tenant or an Affiliate (as hereinafter defined),
provided such entity has assets and a net worth at least substantially the same
value as the assets and net worth of Tenant immediately prior to such transfer;
(iii) a transfer to an Affiliate (as hereinafter defined), or (iv) any change in
ownership of Tenant described in Section 14.6 above if, after such change in
ownership, the assets and net worth of Tenant are at least substantially the
same value as the assets and net worth of Tenant immediately prior to such
change in ownership. In addition, sale or transfer of stock of Tenant, Tenant's
parent, or such parent's parent, through any public exchange shall not be deemed
a Transfer, and redemption or issuance of additional stock of any class, unless
used as a subterfuge to avoid the restrictions on Transfer set forth herein,
shall not be deemed a Transfer. With reasonable promptness, and in any event
within fifteen (15) days after request by Landlord, Tenant shall notify Landlord
of any such assignment, sublease, action, or use which qualifies as such
"NON-TRANSFER" under this Section 14.7 and shall provide such information
reasonably necessary to substantiate the same. "AFFILIATE," as used in this
Section 14.7, shall mean an entity which is controlled by Tenant, or is under
common control with Tenant "CONTROL," as used in this Section 14.7, shall mean
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person or entity, whether through
the ownership of voting securities, by contract or otherwise.

                                      -28-


            (b)   Notwithstanding anything to the contrary contained in this
Article 14, Tenant shall have the right, after notice in accordance with Section
14.1, to permit other Persons (collectively, the "OTHER OCCUPANTS") to occupy up
to one thousand five hundred (1,500) rentable square feet of the Premises during
the Term and any extensions thereof on the following conditions:

                  (1)   Such Other Occupant or the agreement permitting such
occupancy does not violate any of the enumerated conditions set forth in
Paragraphs 14.2(a) through 14.2(g) above;

                  (2)   No demising wall shall separate the space occupied by
Other Occupants from the space occupied by Tenant; and

                  (3)   The aggregate number of Other Occupants occupying the
space within the Premises shall never exceed three (3) at any given time.

Landlord agrees that such occupancy of the Premises by Other Occupants shall not
constitute a Transfer. Consequently, such occupancy by Other Occupants shall not
require Landlord's consent nor entitle Landlord to any Transfer Premium.

      14.8  OCCURRENCE OF DEFAULT. Any Transfer hereunder shall be subordinate
and subject to the provisions of this Lease, and if this Lease shall be
terminated during the term of any Transfer, Landlord shall have the right to:
(i) treat such Transfer as cancelled and repossess the Subject Space by any
lawful means, or (ii) require that such Transferee attorn to and recognize
Landlord as its landlord under any such Transfer. If Tenant shall be in default
under this Lease, Landlord is hereby irrevocably authorized, as Tenant's agent
and attorney-in-fact, to direct any Transferee to make all payments under or in
connection with the Transfer directly to Landlord (which Landlord shall apply
towards Tenant's obligations under this Lease) until such default is cured. Such
Transferee shall rely on any representation by Landlord that Tenant is in
default hereunder, without any need for confirmation thereof by Tenant. Upon any
assignment, the assignee shall assume in writing all obligations and covenants
of Tenant thereafter to be performed or observed under this Lease. No collection
or acceptance of rent by Landlord from any Transferee shall be deemed a waiver
of any provision of this Article 14 or the approval of any Transferee or a
release of Tenant from any obligation under this Lease, whether theretofore or
thereafter accruing. In no event shall Landlord's enforcement of any provision
of this Lease against any Transferee be deemed a waiver of Landlord's right to
enforce any term of this Lease against Tenant or any other person. If Tenant's
obligations hereunder have been guaranteed, Landlord's consent to any Transfer
shall not be effective unless the guarantor also consents to such Transfer.

15.  SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES.

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

      15.2  REMOVAL OF TENANT PROPERTY BY TENANT. Upon the expiration of the
Lease Term, or upon any earlier termination of this Lease, Tenant shall, subject
to the provisions of this Article 15, quit and surrender possession of the
Premises to Landlord in as good order and condition as when Tenant took
possession and as thereafter improved by Landlord and/or Tenant, reasonable wear
and tear and repairs which are specifically made the responsibility of Landlord
hereunder excepted. Upon such expiration or termination, Tenant shall, without
expense to Landlord, remove or cause to be removed from the Premises all debris
and rubbish, and such items of furniture, equipment, business and trade
fixtures, free-standing cabinet work, movable partitions and other articles of

                                      -29-


personal property owned by Tenant or installed or placed by Tenant at its
expense in the Premises, and such similar articles of any other persons claiming
under Tenant, as Landlord may, in its sole discretion, require to be removed,
and Tenant shall repair at its own expense all damage to the Premises and
Building resulting from such removal.

16.   HOLDING OVER.

      If Tenant holds over after the expiration of the Lease Term or earlier
termination thereof, with or without the express or implied consent of Landlord,
such tenancy shall be from month-to-month only, and shall not constitute a
renewal hereof or an extension for any further term, and in such case Rent shall
be payable at a monthly rate equal to one hundred fifty percent (150%) (the
"HOLDOVER PERCENTAGE") of the Rent applicable during the last rental period of
the Lease Term under this Lease. Such month-to-month tenancy shall be subject to
every other applicable term, covenant and agreement contained herein. Nothing
contained in this Article 16 shall be construed as consent by Landlord to any
holding over by Tenant, and Landlord expressly reserves the right to require
Tenant to surrender possession of the Premises to Landlord as provided in this
Lease upon the expiration or other termination of this Lease. The provisions of
this Article 16 shall not be deemed to limit or constitute a waiver of any other
rights or remedies of Landlord provided herein or at law. If Tenant fails to
surrender the Premises upon the termination or expiration of this Lease, in
addition to any other liabilities to Landlord accruing therefrom, Tenant shall
protect, defend, indemnify and hold Landlord harmless from all loss, costs
(including reasonable attorneys' fees) and liability resulting from such
failure, including, without limiting the generality of the foregoing, any claims
made by any succeeding tenant founded upon such failure to surrender and any
lost profits to Landlord resulting therefrom; provided, however, that Landlord
shall not be entitled to any damages incurred by Landlord due to the loss of a
prospective third-party tenant or delay in delivering the Premises or any
portion thereof to a prospective third-party tenant resulting from Tenant's
holdover, unless (a) the lease to the prospective third-party tenant has been
fully executed, and (b) Landlord has given notice to Tenant of the occurrence of
such executed lease and the date Landlord, pursuant to such lease, intends to
deliver the Premises or any portion thereof to the prospective third-party
tenant at least thirty (30) days prior to such date.. Notwithstanding anything
to the contrary set forth hereinabove, the Holdover Percentage, with respect to
the first ninety (90) days after the expiration of the Lease Term or earlier
termination thereof, shall equal one hundred twenty-five percent (125%).

17.   ESTOPPEL CERTIFICATES.

      Within twenty (20) days following a request in writing by Landlord given
to the notice addressees set forth in Section 10 of the Summary, Tenant shall
execute, acknowledge and deliver to Landlord an estoppel certificate, which, as
submitted by Landlord, shall be substantially in the form of Exhibit E, attached
hereto (or such other form as may be required by any prospective mortgagee or
purchaser of the Project, or any portion thereof), indicating therein any
exceptions thereto that may exist at that time, and shall also contain any other
information reasonably requested by Landlord or Landlord's mortgagee or
prospective mortgagee. Any such certificate may be relied upon by any
prospective mortgagee or purchaser of all or any portion of the Project. Tenant
shall execute and deliver whatever other instruments may be reasonably required
for such purposes. Within twenty (20) days following request by Tenant, Landlord
shall execute, acknowledge and deliver to the Tenant a statement in writing,
certifying (a) that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as so
modified and stating such modifications), (b) the dates to which the Base Rent,
Additional Rent and other charges have been paid in advance, if any, and (c)
whether or not to the knowledge of Landlord, Tenant is in default in the
performance of any covenant, agreement or condition contained in this Lease and,
if so, specifying each such default of which Landlord may have knowledge.

18.   SUBORDINATION.

      This Lease shall be subject and subordinate to all present and future
ground or underlying leases of the Building or Project and to the lien of any
mortgage, trust deed or other encumbrances now or hereafter in force against the
Building or Project or any part thereof, if any, and to all renewals,
extensions, modifications, consolidations and replacements thereof, and to all
advances made or hereafter to be made upon the security of such mortgages or
trust deeds, unless the holders of such mortgages, trust deeds or other
encumbrances, or the lessors under such ground lease or underlying leases,
require in writing that this Lease be superior thereto. Tenant covenants and
agrees in the event any proceedings are brought for the foreclosure of any such
mortgage or deed in lieu thereof (or if any ground lease is terminated), to
attorn, without any deductions or set-offs whatsoever, to the

                                      -30-


lienholder or purchaser or any successors thereto upon any such foreclosure sale
or deed in lieu thereof (or to the ground lessor), if so requested to do so by
such purchaser or lienholder or ground lessor, and to recognize such purchaser
or lienholder or ground lessor as the lessor under this Lease, provided such
lienholder or purchaser or ground lessor shall agree to accept this Lease and
not disturb Tenant's occupancy, so long as Tenant timely pays the rent and
observes and performs the terms, covenants and conditions of this Lease to be
observed and performed by Tenant. Landlord's interest herein may be assigned as
security at any time to any lienholder. Tenant shall, within five (5) business
days of request by Landlord, execute such further instruments or assurances as
Landlord may reasonably deem necessary to evidence or confirm the subordination
or superiority of this Lease to any such mortgages, trust deeds, ground leases
or underlying leases. Tenant waives the provisions of any current or future
statute, rule or law which may give or purport to give Tenant any right or
election to terminate or otherwise adversely affect this Lease and the
obligations of the Tenant hereunder in the event of any foreclosure proceeding
or sale. Tenant shall, within ten (10) business days of request by Landlord from
time to time, (i) execute a Nondisturbance and Attornment Agreement in the form
of Exhibit F hereto in favor of any mortgagee of the Building or Project, and
(ii) execute any other form of nondisturbance and attornment agreement (or
subordination, nondisturbance and attornment agreement, or subordination of the
applicable mortgagee's lien) reasonably required by any mortgagee of the
Building or Project ("LENDER") which provides comparable nondisturbance
protection to Tenant in the event of a foreclosure. Notwithstanding anything to
the contrary contained herein, Landlord agrees to expend commercially reasonable
efforts to obtain for Tenant, as soon as reasonably possible and, in any case,
within thirty (30) days of the execution and delivery of this Lease by Landlord
and Tenant, a subordination, non-disturbance and attornment agreement from each
Lender holding a deed of trust currently encumbering the Project in the form
attached hereto as EXHIBIT F which may be recorded at Tenant's expense, and with
respect to any mortgage, trust deed or ground lease hereafter executed affecting
the Project and/or the Premises, this Lease shall be subordinated thereto only
if the holder thereof enters into a subordination, non-disturbance and
attornment agreement substantially in the form of EXHIBIT F hereto or any other
form of nondisturbance and attornment agreement (or subordination,
nondisturbance and attornment agreement, or subordination of the applicable
mortgagee's lien) reasonably required by any Lender which provides comparable
nondisturbance protection to Tenant in the event of a foreclosure.

19.   DEFAULTS; REMEDIES.

      19.1  EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute a default of this Lease by Tenant:

            (a)   Any failure by Tenant to pay any Rent or any other charge
required to be paid under this Lease, or any part thereof, when due unless such
failure is cured within five (5) days after Tenant's receipt of written notice
thereof; provided, however, the such notice shall be in addition to and not in
lieu of any notice required under Section 1161 of the California Code of Civil
Procedure; or

            (b)   Except where a specific time period is otherwise set forth for
Tenant's performance in this Lease, in which event the failure to perform by
Tenant within such time period shall be a default by Tenant under this Section
19.1(b), any failure by Tenant to observe or perform any other provision,
covenant or condition of this Lease to be observed or performed by Tenant where
such failure continues for thirty (30) days after written notice thereof from
Landlord to Tenant (such notice shall be in addition to and not in lieu of any
notice required under Section 1161 of the California Code of Civil Procedure);
provided that if the nature of such default is such that the same cannot
reasonably be cured within a thirty (30) day period, Tenant shall not be deemed
to be in default if it diligently commences such cure within such period and
thereafter diligently proceeds to rectify and cure such default; or

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

                                      -31-


of all or substantially all of Tenant's assets located upon the Premises or of
Tenant's interest in this Lease, unless such seizure is discharged within thirty
(30) days; or

            (d)   The failure by Tenant to observe or perform according to the
provisions of Articles 5, 14, 17 or 18 of this Lease where such failure
continues for more than two (2) business days after notice from Landlord;
provided, however, if the nature of the failure of performance under Article 5
does not (i) materially and adversely affect systems of the Building or the
Building structure, (ii) materially and adversely affect access to or safety of
any Premises in the Building, or (iii) materially and adversely affect the quiet
enjoyment of any other tenant in the Project, then, if such default cannot
reasonably be cured within such two (2) business day period, Landlord shall not
be entitled to exercise its remedies under Section 19.2 if within such two (2)
business day period Tenant shall commence such cure and thereafter diligently
prosecute the same to completion within ten (10) days, provided that Tenant
shall otherwise be liable to Landlord for such non-performance; or

            (e)   Any failure by Tenant to provide Landlord with a renewed LC
(defined in Article 22 below) or a substitute LC in form reasonably acceptable
to Landlord at least thirty (30) days prior to the expiration of the then
existing LC.

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

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

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

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

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

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

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

      The term "rent" as used in this Section 19.2 shall be deemed to be and to
mean all sums of every nature required to be paid by Tenant pursuant to the
terms of this Lease, whether to Landlord or to others. As used in Paragraphs
19.2(a)(1) and (2), above, the "worth at the time of award" shall be computed by
allowing interest at the rate set forth in Article 25 of this Lease, but in no
case greater than the maximum amount of such interest permitted by law. As used
in Paragraph 19.2(a)(3) above, the "worth at the time of award" shall be
computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus one percent (1%).

                                      -32-


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

            (c)   Landlord shall at all times have the rights and remedies
(which shall be cumulative with each other and cumulative and in addition to
those rights and remedies available under Sections 19.2(a) and 19.2(b), above,
or any law or other provision of this Lease), without prior demand or notice
except as required by applicable law, to seek any declaratory, injunctive or
other equitable relief, and specifically enforce this Lease, or restrain or
enjoin a violation or breach of any provision hereof.

      19.3  SUBLEASES OF TENANT. If Landlord elects to terminate this Lease on
account of any default by Tenant, as set forth in this Article 19, Landlord
shall have the right to terminate any and all subleases, licenses, concessions
or other consensual arrangements for possession entered into by Tenant and
affecting the Premises or may, in Landlord's sole discretion, succeed to
Tenant's interest in such subleases, licenses, concessions or arrangements. If
Landlord elects to terminate this Lease on account of any default by Tenant and
Landlord elects to succeed to Tenant's interest in any such subleases, licenses,
concessions or arrangements, Tenant shall have no further right to or interest
in the rent or other consideration receivable thereunder.

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

      19.5  EFFORTS TO RELET. No re-entry or repossession, repairs, maintenance,
changes, alterations and additions, reletting, appointment of a receiver to
protect Landlord's interests hereunder, or any other action or omission by
Landlord shall be construed as an election by Landlord to terminate this Lease
or Tenant's right to possession, or to accept a surrender of the Premises, nor
shall same operate to release Tenant in whole or in part from any of Tenant's
obligations hereunder, unless express written notice of such intention is sent
by Landlord to Tenant. Tenant hereby irrevocably waives any right otherwise
available under any law to redeem or reinstate this Lease.

      19.6  WAIVER OF CONSEQUENTIAL DAMAGES. Notwithstanding anything to the
contrary contained in this Lease, neither Landlord nor Tenant shall be liable
under any circumstances for, and each hereby releases the other from all
liability for, consequential damages and injury or damage to, or interference
with, the other party's business, including, but not limited to, loss of title
to the Premises or any portion thereof, loss of profits, loss of business
opportunity, loss of goodwill or loss of use, in each case however occurring,
other than those consequential damages incurred by Landlord in connection with a
holdover in the Premises by Tenant after the expiration or earlier termination
of this Lease or incurred by Landlord in connection with failure by Tenant to
provide an estoppel certificate as required under the provisions of this Lease.

20.   COVENANT OF QUIET ENJOYMENT.

      Landlord covenants that Tenant, on paying the Rent, charges for services
and other payments herein reserved and on keeping, observing and performing all
the other terms, covenants, conditions, provisions and agreements herein
contained on the part of Tenant to be kept, observed and performed, shall,
during the Lease Term, peaceably and quietly have, hold and enjoy the Premises
subject to the terms, covenants, conditions, provisions and agreements hereof
without interference by any persons lawfully claiming by or through Landlord.
The foregoing covenant is in lieu of any other covenant express or implied.

                                      -33-


21.   SECURITY DEPOSIT.

      Concurrent with Tenant's execution of this Lease, Tenant shall deposit
with Landlord a security deposit (the "SECURITY DEPOSIT") in the amount set
forth in Section 8 of the Summary, as security for the faithful performance by
Tenant of all of its obligations under this Lease. If Tenant defaults with
respect to any provisions of this Lease, including, but not limited to, the
provisions relating to the payment of Rent, the removal of property and the
repair of resultant damage, Landlord may, without notice to Tenant, but shall
not be required to apply all or any part of the Security Deposit for the payment
of any Rent or any other sum in default and Tenant shall, upon demand therefor,
restore the Security Deposit to its original amount. Any unapplied portion of
the Security Deposit shall be returned to Tenant, or, at Landlord's option, to
the last assignee of Tenant's interest hereunder, within thirty (30) days
following the expiration of the Lease Term. Tenant shall not be entitled to any
interest on the Security Deposit. Tenant hereby waives the provisions of Section
1950.7 of the California Civil Code, or any successor statute.

22.   CREDIT.

      22.1  LETTER OF CREDIT. Concurrent with Tenant's execution and delivery of
this Lease, Tenant shall deliver to Landlord an unconditional, irrevocable
letter of credit ("LC") in the original amount of Two Hundred Forty-Three
Thousand Eight Hundred Forty-Eight and 66/100 Dollars ($243,848.66) (the "LC
STATED AMOUNT"). The LC shall be issued by US Bank or a national money center
bank reasonably acceptable to Landlord, and shall be in the form attached hereto
as EXHIBIT H. Tenant shall pay all expenses, points and/or fees incurred in
obtaining and renewing the LC. The LC shall be effective from the date of
delivery thereof through the date which is one hundred (100) days after the
expiration of the Lease Term (the "LC EXPIRATION DATE"). The LC may be
re-issued, renewed or replaced for annual periods, provided that the LC Stated
Amount is not reduced except as expressly provided below. Each reissue, renewal
or replacement LC shall be in the form attached hereto as EXHIBIT H and shall be
subject to Landlord's prior written approval. The LC Stated Amount shall be
reduced on each anniversary of the Rent Commencement Date (herein, each a
"REDUCTION DATE"), subject to the provisions of Paragraphs (a) and (b)
immediately below, in accordance with the following schedule (the "REDUCTION
SCHEDULE"):

  Anniversary of the
Rent Commencement Date    LC Stated Amount
- ----------------------    ----------------
         First               $195,078.93
        Second               $146,309.20
         Third               $ 97,539.47
        Fourth               $ 48,769.74
         Fifth               $      0.00

      22.2  NO REDUCTION IF DEFAULT. Notwithstanding any contrary provision
hereof, if Tenant is in default under this Lease after notice and lapse of any
applicable cure period (herein, an "EVENT OF DEFAULT") on a Reduction Date, or
if an Event of Default would exist and be continuing on a Reduction Date but
Landlord is barred by applicable law from sending a notice of default to Tenant
with respect thereto, or if Tenant is in default under this Lease and Tenant has
received notice thereof as required by this Lease, but failed to cure such
default within the time period permitted under this Lease or such lesser time as
may remain before a Reduction Date, then the LC Stated Amount shall not be
reduced on such Reduction Date (but shall be reduced upon the curing of such
default, subject, however, to Landlord's draw on the LC as permitted hereunder
in connection with an Event of Default).

      22.3  FAILURE TO REISSUE, RENEW OR REPLACE. If the bank that issues the LC
fails to extend the expiration date thereof through the LC Expiration Date,
and/or if Landlord receives a notice of non-renewal from such bank (as described
in the LC), then Tenant shall provide Landlord with a substitute LC. If Tenant
fails to provide Landlord with a substitute LC in a form reasonably acceptable
to Landlord at least thirty (30) days prior to the expiration of the then
existing LC, then (i) such failure shall be deemed an Event of Default
hereunder, and (ii)

                                      -34-


Landlord shall be entitled to draw down the full amount of the LC then available
and apply, use and retain the proceeds thereof in accordance with Section 22.3.

      22.4  APPLICATION OF LC AND LC ACCOUNT. Any amount of the LC which is
drawn upon by Landlord, but not used or applied by Landlord shall be held by
Landlord in an account (the "LC ACCOUNT") as security for the full and faithful
performance of each of the terms hereof by Tenant, subject to use and
application as set forth below. If an Event of Default shall occur and be
continuing with respect to any provision of this Lease, including, but not
limited to, the provisions relating to the payment of rent, or an Event of
Default would exist under the Lease but Landlord is barred by applicable law
from sending a notice of default to Tenant with respect thereto, or in the event
the LC is not renewed or reissued at least thirty (30) days prior to the
expiration of the then existing LC, Landlord may, but shall not be required to,
draw upon all or any part of the LC and/or LC Account or use, retain or apply
all or any part of the proceeds thereof for the payment of any rent or any other
sum in default, to repair damages caused by Tenant, to clean the Premises, or
for the payment of any other amount which Landlord may spend or become obligated
to spend by reason of Tenant's default or to compensate Landlord for loss or
damage which Landlord may suffer by reason of Tenant's default, including
without limitation the amounts to which Landlord may become entitled pursuant to
Section 19.2 above (whether or not such amounts have been awarded) and any other
loss, liability, expense and damages that may accrue upon Tenant's default or
the act or omission of Tenant or any officer, employee, agent or invitee of
Tenant, and costs and attorneys' fees incurred by Landlord to recover possession
of the Premises upon a default by Tenant hereunder. The use, application,
retention or draw of the LC and/or LC Account, or any portion thereof, by
Landlord shall not (i) constitute the cure of any default by Tenant or the
waiver of such default, (ii) prevent Landlord from exercising any other remedies
provided for under this Lease or by law, it being intended that Landlord shall
not first be required to proceed against the LC and/or LC Account, or (iii)
operate as a limitation on the amount of any recovery to which Landlord may
otherwise be entitled. If any portion of the LC and/or LC Account is so drawn
upon, or any part of the proceeds thereof is used or applied, Tenant shall,
within five (5) days after written demand therefor, deposit cash with Landlord
in an amount equal to the draw upon the LC and/or the amount of the LC Account
that was used or applied (so that the combined amount of the remaining sums
available to be drawn upon the LC and the LC Account balance equals the LC
Stated Amount), and Tenant's failure to do so shall be an Event of Default under
this Lease. The LC Account may be commingled with other funds of Landlord, shall
be held in Landlord's name, and Tenant shall not be entitled to any interest or
earnings thereon. Notwithstanding any contrary provision herein, in the event
that the total amount of the LC outstanding plus any amount remaining in the LC
Account exceeds the LC Stated Amount ("EXCESS SECURITY"), then Landlord shall
return the amount of the Excess Security to Tenant upon Tenant's request to the
extent that such amount is available in the LC Account.

      22.5  WAIVER. Tenant hereby waives the provisions of Section 1950.7 of the
California Civil Code, and all similar or successor provisions of law, now or
hereafter in force, and Landlord and Tenant hereby acknowledge that their entire
agreement with respect to the LC and the LC Account is set forth herein.

      22.6  EXPIRATION OF LC. Unless an Event of Default has occurred and is
continuing under this Lease or an Event of Default would exist under the Lease
but Landlord is barred by applicable law from sending a notice of default to
Tenant with respect thereto, within sixty (60) days following the LC Expiration
Date, Landlord shall return any LC previously delivered by Tenant and any
balance remaining in the LC Account after use and application in accordance with
this Article 22, to Tenant (or, at Landlord's option, to the last assignee, if
any, of Tenant's interest hereunder), and Tenant shall have no further
obligation to provide the LC.

      22.7  LANDLORD'S TRANSFER. Tenant acknowledges that Landlord has the right
to transfer or mortgage its interest in the Building or Project and in this
Lease, and Tenant agrees that in the event of any such transfer or mortgage,
Landlord shall have the right to transfer or assign the LC and/or the LC Account
to the transferee or mortgagee. Upon such transfer or assignment of the LC
and/or LC Account, Landlord shall be deemed released by Tenant from all
liability or obligation for the return of the LC and LC Account, as applicable,
and Tenant shall look solely to such transferee or mortgagee for the return
thereof. If Landlord transfers or assigns the LC and Tenant fails to cause the
bank that issued the LC to accept such transfer or assignment, such failure
shall be an Event of Default hereunder.

      22.8  BANK OBLIGATION. Tenant acknowledges and agrees that the LC is a
separate and independent obligation of the issuing bank to Landlord and that
Tenant is not a third party beneficiary of such obligation, and that

                                      -35-


Landlord's right to draw upon the LC for the full amount due and owing
thereunder shall not be, in any way, restricted, impaired, altered or limited by
virtue of any provision of the United States Bankruptcy Code, including without
limitation, Section 502(b)(6) thereof.

23.   SIGNS.

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

      23.2  MULTI-TENANT FLOORS. If other tenants occupy space on the floor on
which the Premises is located, Tenant's identifying signage shall be provided by
Landlord, at Tenant's cost, and such signage shall be comparable to that used by
Landlord for other similar floors in the Building and shall comply with
Landlord's Building standard signage program.

      23.3  PROHIBITED SIGNAGE AND OTHER ITEMS. Any signs, notices, logos,
pictures, names or advertisements which are installed and that have not been
separately approved by Landlord may be removed without notice by Landlord at the
sole expense of Tenant. Tenant may not install any signs on the exterior or roof
of the Project or the Common Areas. Any signs, window coverings, or blinds (even
if the same are located behind the Landlord-approved window coverings for the
Building), or other items visible from the exterior of the Premises or Building,
shall be subject to the prior approval of Landlord, in its sole discretion.

      23.4  BUILDING DIRECTORY. At Tenant's expense, Tenant shall be provided
sixteen (16) lines to display Tenant's name and location in the Building and the
names of Tenant's principal employees and subtenants.

24.   COMPLIANCE WITH LAW.

      Landlord represents to Tenant that Landlord has received a certificate of
occupancy or equivalent approval for the Building, and that to the best
knowledge of Landlord the Building is and as of the Lease Commencement Date will
be in compliance with all Applicable Laws existing, effective and enforced with
respect to the Project as of the date hereof and as of the Lease Commencement
Date. Tenant shall not in the conduct of its business or in its use of the
Premises do anything or suffer anything to be done in or about the Premises
which will in any way conflict with any law, statute, ordinance or other
governmental rule, regulation or requirement now or hereafter in effect,
including, without limitation, the Americans with Disability Act of 1990 and
local enactments thereof and promulgations thereunder ("APPLICABLE LAWS"). At
its sole cost and expense, Tenant shall promptly comply with all requirements of
Applicable Laws affecting the Premises, including, without limitation, making
required changes to the Premises, the access thereto and common area restrooms
therefor, systems serving the Premises, and other areas of the Project (other
than making structural changes or changes to the Base Shell and Core, as defined
in the Tenant Work Letter attached hereto as EXHIBIT B) (i) required due to the
use and occupancy of the Premises for other than typical office uses, including
those uses set forth in Article 5 above, or (ii) required due to repair,
improvement or alteration of the Premises, including any Alterations described
in Article 8, but excluding the construction and installation of the initial
Tenant Improvements by or for Tenant pursuant to the Tenant Work Letter.
Landlord shall deliver the Premises to Tenant in compliance with all Applicable
Laws. Subject to Article 4, Landlord shall be responsible for compliance with
Applicable Laws with respect to areas of the Project not within the Premises
where such compliance measures are required due to another tenant's use,
occupancy, repair, improvement or alteration of its premises, or where such
compliance is not made the responsibility of Tenant as set forth above.

25.   LATE CHARGES.

      If any installment of Rent or any other sum due from Tenant shall not be
received by Landlord or Landlord's designee within five (5) business days after
Tenant's receipt of written notice from Landlord that said amount is due, then
Tenant shall pay to Landlord a late charge equal to five percent (5%) of the
overdue amount

                                      -36-


plus any reasonable attorneys' fees incurred by Landlord by reason of Tenant's
failure to pay Rent and/or other charges when due hereunder. The late charge
shall be deemed Additional Rent and the right to require it shall be in addition
to all of Landlord's other rights and remedies hereunder or at law and shall not
be construed as liquidated damages or as limiting Landlord's remedies in any
manner. In addition to the late charge described above, any Rent or other
amounts owing hereunder which are not paid within ten (10) days after the date
they are due shall bear interest from the date when due until paid at a rate per
annum equal to the lesser of (i) the annual "Bank Prime Loan" rate cited in the
Federal Reserve Statistical Release Publication G.13(415), published on the
first Tuesday of each calendar month (or such other comparable index as Landlord
and Tenant shall reasonably agree upon if such rate ceases to be published) plus
three (3) percentage points, and (ii) the highest rate permitted by applicable
law.

26.   LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT.

      26.1  LANDLORD'S CURE. All covenants and agreements to be kept or
performed by Tenant under this Lease shall be performed by Tenant at Tenant's
sole cost and expense and without any reduction of Rent, except to the extent,
if any, otherwise expressly provided herein. If Tenant shall fail to perform any
obligation under this Lease, and such failure shall continue in excess of the
time allowed under Section 19.1(b), above, unless a specific time period is
otherwise stated in this Lease, Landlord may, but shall not be obligated to,
make any such payment or perform any such act on Tenant's part without waiving
its rights based upon any default of Tenant and without releasing Tenant from
any obligations hereunder.

      26.2  TENANT'S REIMBURSEMENT. Except as may be specifically provided to
the contrary in this Lease, Tenant shall pay to Landlord, upon delivery by
Landlord to Tenant of statements therefor: (i) sums equal to expenditures
reasonably made and obligations incurred by Landlord in connection with the
remedying by Landlord of Tenant's defaults pursuant to the provisions of Section
26.1; (ii) sums equal to all losses, costs, liabilities, damages and expenses
referred to in Article 10 of this Lease; and (iii) sums equal to all
expenditures made and obligations incurred by Landlord in collecting or
attempting to collect the Rent or in enforcing or attempting to enforce any
rights of Landlord under this Lease or pursuant to law, including, without
limitation, all legal fees and other amounts so expended. Tenant's obligations
under this Section 26.2 shall survive the expiration or sooner termination of
the Lease Term.

27.   ENTRY BY LANDLORD.

      Landlord reserves the right at all reasonable times and upon reasonable
notice to Tenant (except in the case of an emergency) to enter the Premises to
(i) inspect them; (ii) show the Premises to prospective purchasers, mortgagees,
or to current or prospective mortgagees, ground or underlying lessors or
insurers, or during the last twelve (12) months of the Lease Term, to
prospective tenants; (iii) post notices of nonresponsibility; or (iv) alter,
improve or repair the Premises or the Building, or for structural alterations,
repairs or improvements to the Building or the Building's systems and equipment.
Notwithstanding anything to the contrary contained in this Article 27, Landlord
may enter the Premises at any time to (A) perform services required of Landlord,
including janitorial service; (B) take possession due to any breach of this
Lease in the manner provided herein; and (C) perform any covenants of Tenant
which Tenant fails to perform. Subject to Section 6.4, Landlord may make any
such entries without the abatement of Rent, except as otherwise provided in this
Lease and may take such reasonable steps as required to accomplish the stated
purposes. Tenant hereby waives any claims for damages or for any injuries or
inconvenience to or interference with Tenant's business, lost profits, any loss
of occupancy or quiet enjoyment of the Premises, and any other loss occasioned
thereby; provided that the foregoing shall not modify Landlord's indemnity
obligations set forth in Section 10.1 above. For each of the above purposes,
Landlord shall at all times have a key with which to unlock all the doors in the
Premises, excluding Tenant's vaults, safes and special security areas designated
in advance by Tenant. In an emergency, Landlord shall have the right to use any
means that Landlord may deem proper to open the doors in and to the Premises.
Any entry into the Premises by Landlord in the manner hereinbefore described
shall not be deemed to be a forcible or unlawful entry into, or a detainer of,
the Premises, or an actual or constructive eviction of Tenant from any portion
of the Premises. No provision of this Lease shall be construed as obligating
Landlord to perform any repairs, alterations or decorations except as otherwise
expressly agreed to be performed by Landlord herein.

                                      -37-


28.   TENANT PARKING.

      28.1  TENANT PARKING. Tenant hereby agrees to license from Landlord,
commencing on the Lease Commencement Date, the amount of parking passes set
forth in Section 9 of the Summary, on a monthly basis throughout the Lease Term,
which parking passes shall pertain to the Project parking facility. Commencing
on the earlier of the date on which Tenant first occupies the Premises for the
conduct of business and the Lease Commencement Date, Tenant shall pay to
Landlord for automobile parking passes on a monthly basis on the first day of
each month (after Base Rent commences, with Tenant's monthly payment of Base
Rent) the prevailing rate charged from time to time at the location of such
parking passes. (Rates per pass for parking as of the date hereof are $110.00
for unreserved parking and $175.00 for reserved parking.) In addition, Tenant
shall be responsible for the full amount of any taxes imposed by any
governmental authority in connection with the licensing of such parking passes
to Tenant or the use of the parking facility by Tenant. Tenant's continued right
to use the parking passes is conditioned upon Tenant abiding by all rules and
regulations which are prescribed from time to time for the orderly operation and
use of the parking facility where the parking passes are located, including any
sticker or other identification system established by Landlord, Tenant's
cooperation in seeing that Tenant's employees and visitors also comply with such
rules and regulations and Tenant not being in default under this Lease. At its
election, Tenant may convert up to two (2) of its parking passes into parking
passes for reserved spaces upon at least ten (10) days prior notice to Landlord.
Landlord reserves the right to convert any such reserved parking passes to valet
assist parking passes at any time during the Term of this Lease, provided that
the cost to Tenant for such passes shall not be increased on account of such
conversion by Landlord. Landlord specifically reserves the right to change the
size, configuration, design, layout and all other aspects of the Project parking
facility at any time and Tenant acknowledges and agrees that Landlord may,
without incurring any liability to Tenant and without any abatement of Rent
under this Lease, from time to time, close-off or restrict access to the Project
parking facility for purposes of permitting or facilitating any such
construction, alteration or improvements. Landlord may delegate its
responsibilities hereunder to a parking operator in which case such parking
operator shall have all the rights of control attributed hereby to the Landlord.
The parking passes licensed to Tenant pursuant to this Article 28 shall be
provided to Tenant solely for use by Tenant's own personnel and such passes may
not be transferred, assigned, subleased or otherwise alienated by Tenant without
Landlord's prior approval. Tenant may validate visitor parking by such method or
methods as the Landlord may establish, at the validation rate from time to time
generally applicable to visitor parking.

      28.2  VISITOR PARKING; VALIDATIONS. The Project parking facility shall be
operated to provide parking for visitors to the Project at prevailing market
rates, and the amount of such visitor parking shall not be less than that
required by applicable codes, rules or regulations or governmental authorities
having jurisdiction. Tenant shall have the right to validation parking in the
Building Parking Area upon terms and conditions and subject to reasonable rules
and regulations established from time to time by Landlord or Landlord's parking
operator. If Tenant purchases in any particular month Six Hundred Dollars ($600)
worth of parking validation stamps, Tenant shall be entitled to purchase
additional validation stamps, which may be used only in such month, at
seventy-five percent (75%) of the then prevailing rate for such validation
stamps charged by Landlord.

      28.3  AFTER HOURS PASSES. In addition to the passes set forth in Section
28.1, Tenant is hereby granted the right to a license from Landlord without
charge, commencing on the earlier of the date on which Tenant first occupies the
Premises for the conduct of business and the Lease Commencement Date, for up to
ten (10) parking passes on a monthly basis throughout the Lease Term, which
parking passes shall be for parking in the Project parking facility only during
the hours of 5:00 pm to 6:00 am Monday through Friday and At all hours on
weekends (herein, the "AFTER HOURS PASSES"). Any such use of any After Hours
Pass outside of said hours shall be subject to charge therefor at the Project's
transient parking rates. For each of the After Hours Passes Tenant shall pay to
Landlord $27.50 per month, at the same time and in the same manner Tenant is
required to pay for its other parking passes hereunder.

29.   MISCELLANEOUS PROVISIONS.

      29.1  TERMS; CAPTIONS. The words "Landlord" and "Tenant" as used herein
shall include the plural as well as the singular. The necessary grammatical
changes required to make the provisions hereof apply either to corporations or
partnerships or individuals, men or women, as the case may require, shall in all
cases be assumed as though in each case fully expressed. The captions of
Articles and Sections are for convenience only and shall not be deemed to limit,
construe, affect or alter the meaning of such Articles and Sections.

                                      -38-


      29.2  BINDING EFFECT. Subject to all other provisions of this Lease, each
of the covenants, conditions and provisions of this Lease shall extend to and
shall, as the case may require, bind or inure to the benefit not only of
Landlord and of Tenant, but also of their respective heirs, personal
representatives, successors or assigns, provided this clause shall not permit
any assignment by Tenant contrary to the provisions of Article 14 of this Lease.

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

      29.4  ANTENNA. Tenant shall be permitted to install on the roof of the
Building a satellite dish or antennae and related equipment (the "ANTENNA")
pursuant to the terms of a license agreement to be entered into between Landlord
and Tenant. Tenant shall be responsible for all costs of installation, repair,
maintenance and operation of the Antenna.

      29.5  TRANSFER OF LANDLORD'S INTEREST. Tenant acknowledges that Landlord
has the right to transfer all or any portion of its interest in the Project or
Building and in this Lease, and Tenant agrees that in the event of any such
transfer, Landlord shall automatically be released from all liability under this
Lease first accruing after the date of such transfer and Tenant agrees to look
solely to such transferee for the performance of Landlord's obligations
hereunder after the date of transfer and such transferee shall be deemed to have
fully assumed and be liable for all obligations of this Lease to be performed by
Landlord, including the return of any Security Deposit, and Tenant shall attorn
to such transferee. Tenant further acknowledges that Landlord may assign its
interest in this Lease to a mortgage lender as additional security and agrees
that such an assignment shall not release Landlord from its obligations
hereunder and that Tenant shall continue to look to Landlord for the performance
of its obligations hereunder.

      29.6  PROHIBITION AGAINST RECORDING. Except as provided in Section 29.4 of
this Lease, neither this Lease, nor any memorandum, affidavit or other writing
with respect thereto, shall be recorded by Tenant or by anyone acting through,
under or on behalf of Tenant.

      29.7  LANDLORD'S TITLE. Landlord's title is and always shall be paramount
to the title of Tenant. Nothing herein contained shall empower Tenant to do any
act which can, shall or may encumber the title of Landlord.

      29.8  RELATIONSHIP OF PARTIES. Nothing contained in this Lease shall be
deemed or construed by the parties hereto or by any third party to create the
relationship of principal and agent, partnership, joint venturer or any
association between Landlord and Tenant.

      29.9  APPLICATION OF PAYMENTS. Landlord shall have the right to apply
payments received from Tenant pursuant to this Lease, regardless of Tenant's
designation of such payments, to satisfy any obligations of Tenant hereunder, in
such order and amounts as Landlord, in its sole discretion, may elect.

      29.10 TIME OF ESSENCE. Time is of the essence with respect to the
performance of every provision of this Lease in which time of performance is a
factor.

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

      29.12 NO WARRANTY. In executing and delivering this Lease, Tenant has not
relied on any representations, including, but not limited to, any representation
as to the amount of any item comprising Additional Rent or the amount of the
Additional Rent in the aggregate or that Landlord is furnishing the same
services to other

                                      -39-


tenants, at all, on the same level or on the same basis, or any warranty or any
statement of Landlord which is not set forth herein or in one or more of the
exhibits attached hereto.

      29.13 LANDLORD EXCULPATION. The liability of Landlord or the Landlord
Parties to Tenant for any default by Landlord under this Lease or arising in
connection herewith or with Landlord's operation, management, leasing, repair,
renovation, alteration or any other matter relating to the Project or the
Premises shall be limited solely and exclusively to the interest of Landlord in
the Building and other assets of Landlord relating directly to the Project (such
as operating account, insurance and sales proceeds and condemnation awards).
Neither Landlord, nor any of the Landlord Parties shall have any personal
liability therefor, and Tenant hereby expressly waives and releases such
personal liability on behalf of itself and all persons claiming by, through or
under Tenant. The limitations of liability contained in this Section 29.13 shall
inure to the benefit of Landlord's and the Landlord Parties' present and future
partners, beneficiaries, officers, directors, trustees, shareholders, agents and
employees, and their respective partners, heirs, successors and assigns. Under
no circumstances shall any present or future partner of Landlord (if Landlord is
a partnership), or trustee or beneficiary (if Landlord or any partner of
Landlord is a trust), have any liability for the performance of Landlord's
obligations under this Lease. Notwithstanding any contrary provision herein,
neither Landlord nor the Landlord Parties shall be liable under any
circumstances for injury or damage to, or interference with, Tenant's business,
including but not limited to, loss of profits, loss of rents or other revenues,
loss of business opportunity, loss of goodwill or loss of use, in each case,
however occurring.

      29.14 ENTIRE AGREEMENT. It is understood and acknowledged that there are
no oral agreements between the parties hereto affecting this Lease and this
Lease constitutes the parties' entire agreement with respect to the leasing of
the Premises and supersedes and cancels any and all previous negotiations,
arrangements, brochures, agreements and understandings, if any, between the
parties hereto or displayed by Landlord to Tenant with respect to the subject
matter thereof, and none thereof shall be used to interpret or construe this
Lease. None of the terms, covenants, conditions or provisions of this Lease can
be modified, deleted or added to except in writing signed by the parties hereto.

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

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

      29.17 WAIVER OF REDEMPTION BY TENANT. Tenant hereby waives, for Tenant and
for all those claiming under Tenant, any and all rights now or hereafter
existing to redeem by order or judgment of any court or by any legal process or
writ, Tenant's right of occupancy of the Premises after any termination of this
Lease.

      29.18 NOTICES. All notices, demands, statements, designations, approvals
or other communications (collectively, "NOTICES") given or required to be given
by either party to the other hereunder or by law shall be in writing, shall be
(A) sent by United States certified or registered mail, postage prepaid, return
receipt requested ("MAIL"), (B) transmitted by telecopy, if such telecopy is
promptly followed by a Notice sent by Mail or a nationally recognized overnight
courier, (C) delivered by a nationally recognized overnight courier, or (D)
delivered personally. Any Notice shall be sent, transmitted, or delivered, as
the case may be, to Tenant at the appropriate address as set forth in Section 10
of the Summary, or to such other place as Tenant may from time to time designate
in a Notice to Landlord, or to Landlord at the addresses set forth below, or to
such other places as Landlord may from time to time designate in a Notice to
Tenant. The effective date of any Notice shall be the date of delivery or the
date delivery is first refused, provided, however, that for delivery by
telecopy, any delivery after 4:00 p.m. on a

                                      -40-


business day shall be the next business day. If Tenant is notified of the
identity and address of Landlord's mortgagee or ground or underlying lessor,
Tenant shall give to such mortgagee or ground or underlying lessor written
notice of any default by Landlord under the terms of this Lease by registered or
certified mail, and such mortgagee or ground or underlying lessor shall be given
a reasonable opportunity to cure such default prior to Tenant's exercising any
remedy available to Tenant. As of the date of this Lease, any Notices to
Landlord must be sent, transmitted, or delivered, as the case may be, to the
following addresses:

         Wilshire Courtyard L.L.C.
         5750 Wilshire Boulevard
         Los Angeles, California  90036
         Attention:  Building Manager

         and

         Gilchrist & Rutter Professional Corporation
         1299 Ocean Avenue, Suite 900
         Santa Monica, California 90401
         Attention:  Jonathan S. Gross, Esq.

      29.19 JOINT AND SEVERAL. If there is more than one Tenant, the obligations
imposed upon Tenant under this Lease shall be joint and several.

      29.20 AUTHORITY. If Tenant is a corporation, trust or partnership, each
individual executing this Lease on behalf of Tenant hereby represents and
warrants that Tenant is a duly formed and existing entity qualified to do
business in California and that Tenant has full right and authority to execute
and deliver this Lease and that each person signing on behalf of Tenant is
authorized to do so. In such event, Tenant shall, within ten (10) days after
execution of this Lease, deliver to Landlord satisfactory evidence of such
authority and, if a corporation, upon demand by Landlord, also deliver to
Landlord satisfactory evidence of (i) good standing in Tenant's state of
incorporation and (ii) qualification to do business in California.

      29.21 ATTORNEYS' FEES. In the event that either Landlord or Tenant should
bring suit for the possession of the Premises, for the recovery of any sum due
under this Lease, or because of the breach of any provision of this Lease or for
any other relief against the other, then all costs and expenses, including
reasonable attorneys' fees, incurred by the prevailing party therein shall be
paid by the other party, which obligation on the part of the other party shall
be deemed to have accrued on the date of the commencement of such action and
shall be enforceable whether or not the action is prosecuted to judgment.

      29.22 GOVERNING LAW; WAIVER OF TRIAL BY JURY. This Lease shall be
construed and enforced in accordance with the laws of the State of California.
IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT
TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA,
(II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN
THE INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE
OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY MATTER ARISING OUT OF OR IN
CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S
USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY
EMERGENCY OR STATUTORY REMEDY. IN THE EVENT LANDLORD COMMENCES ANY SUMMARY
PROCEEDINGS OR ACTION FOR NONPAYMENT OF BASE RENT OR ADDITIONAL RENT, TENANT
SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS SUCH
COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT SHALL BE
RELEGATED TO AN INDEPENDENT ACTION AT LAW.

      29.23 SUBMISSION OF LEASE. Submission of this instrument for examination
or signature by Tenant does not constitute a reservation of, option for or
option to lease, and it is not effective as a lease or otherwise until execution
and delivery by both Landlord and Tenant.

                                      -41-


      29.24 BROKERS. Landlord and Tenant hereby warrant to each other that they
have had no dealings with any real estate broker or agent in connection with the
negotiation of this Lease, excepting only the real estate brokers or agents
specified in Section 12 of the Summary (the "BROKERS"), and that they know of no
other real estate broker or agent who is entitled to a commission in connection
with this Lease. Each party agrees to indemnify and defend the other party
against and hold the other party harmless from any and all claims, demands,
losses, liabilities, lawsuits, judgments, costs and expenses (including without
limitation reasonable attorneys' fees) with respect to any leasing commission or
equivalent compensation alleged to be owing on account of any dealings with any
real estate broker or agent, other than the Brokers, occurring by, through, or
under the indemnifying party. Landlord covenants and agrees to pay all real
estate commissions due in connection with this Lease to Brokers in accordance
with the commission agreement executed by Landlord.

      29.25 INDEPENDENT COVENANTS. This Lease shall be construed as though the
covenants herein between Landlord and Tenant are independent and not dependent
and Tenant hereby expressly waives the benefit of any statute to the contrary
and agrees that if Landlord fails to perform its obligations set forth herein,
Tenant shall not be entitled to make any repairs or perform any acts hereunder
at Landlord's expense or to any setoff of the Rent or other amounts owing
hereunder against Landlord.

      29.26 PROJECT OR BUILDING NAME AND SIGNAGE. Landlord shall have the right
at any time to change the name of the Project or Building and to install, affix
and maintain any and all signs on the exterior and on the interior of the
Project or Building as Landlord may, in Landlord's sole discretion, desire.
Tenant shall not use the name of the Project or Building or use pictures or
illustrations of the Project or Building in advertising or other publicity or
for any purpose other than as the address of the business to be conducted by
Tenant in the Premises, without the prior written consent of Landlord.

      29.27 COUNTERPARTS. This Lease may be executed in counterparts with the
same effect as if both parties hereto had executed the same document. Both
counterparts shall be construed together and shall constitute a single lease.

      29.28 CONFIDENTIALITY. Landlord and Tenant acknowledge that the content of
this Lease and any related documents are confidential information. Landlord and
Tenant shall keep such confidential information strictly confidential and shall
not disclose such confidential information to any person or entity other than
their respective financial, legal, and space planning consultants and their
respective lenders, investors, partners, managers, brokers, members, officers
and directors.

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

      29.30 BUILDING RENOVATIONS. It is specifically understood and agreed that
Landlord has made no representation or warranty to Tenant and has no obligation
and has made no promises to alter, remodel, improve, renovate, repair or
decorate the Premises, Building, or any part thereof and that no representations
respecting the condition of the Premises or the Building have been made by
Landlord to Tenant except as specifically set forth herein or in the Tenant Work
Letter. However, Tenant hereby acknowledges that Landlord is currently
renovating or may during the Lease Term renovate, improve, alter, or modify
(collectively, the "RENOVATIONS") the Project, the Building and/or the Premises
including without limitation the parking structure, common areas, systems and
equipment, roof, and structural portions of the same, which Renovations may
include, without limitation, (i) installing sprinklers in the Building common
areas and tenant spaces, (ii) modifying the common areas and tenant spaces to
comply with applicable laws and regulations, including regulations relating to
the physically disabled, seismic conditions, and building safety and security,
and (iii) installing new floor covering, lighting, and wall coverings in the
Building common areas, and in connection with any Renovations, Landlord may,
among other things, erect scaffolding or other necessary structures in the
Building, limit or eliminate access to portions of the Project, including
portions of the common areas, or perform work in the Building, which work may
create noise, dust or leave debris in the Building. Provided Tenant is afforded
reasonable access to the Premises, Tenant hereby agrees that such Renovations
and Landlord's actions in connection with such Renovations shall in no way
constitute

                                      -42-


a constructive eviction of Tenant nor, except as otherwise provided herein,
entitle Tenant to any abatement of Rent. Landlord shall have no responsibility
or for any reason be liable to Tenant for any direct or indirect injury to or
interference with Tenant's business arising from the Renovations, nor shall
Tenant be entitled to any compensation or damages from Landlord for loss of the
use of the whole or any part of the Premises or of Tenant's personal property or
improvements resulting from the Renovations or Landlord's actions in connection
with such Renovations, or for any inconvenience or annoyance occasioned by such
Renovations or Landlord's actions; provided that the foregoing shall not modify
Landlord's indemnity obligations set forth in Section 10.1 above.

      29.31 NO VIOLATION. Tenant hereby warrants and represents that neither its
execution of nor performance under this Lease shall cause Tenant to be in
violation of any agreement, instrument, contract, law, rule or regulation by
which Tenant is bound, and Tenant shall protect, defend, indemnify and hold
Landlord harmless against any claims, demands, losses, damages, liabilities,
costs and expenses, including, without limitation, reasonable attorneys' fees
and costs, arising from Tenant's breach of this warranty and representation.

      29.32 COMMUNICATIONS AND COMPUTER LINES. Tenant may install, maintain,
replace, remove or use any communications or computer wires and cables
(collectively, the "LINES") at the Project in or serving the Premises, provided
that (i) Tenant shall obtain Landlord's prior written consent (which shall not
be unreasonably withheld), use an experienced and qualified contractor approved
in writing by Landlord, and comply with all of the other provisions of Articles
7 and 8 of this Lease, (ii) reasonable riser capacity shall be maintained for
existing and future occupants of the Project, as determined in Landlord's
reasonable opinion, (iii) the Lines therefor (including riser cables) shall be
appropriately insulated to prevent excessive electromagnetic fields or
radiation, and shall be surrounded by a protective conduit reasonably acceptable
to Landlord, (iv) any new or existing Lines servicing the Premises shall comply
with all applicable governmental laws and regulations, (v) as a condition to
permitting the installation of new Lines, Landlord may require that Tenant
remove existing Lines located in or serving the Premises and repair any damage
in connection with such removal, and (vi) Tenant shall pay all costs in
connection therewith. Landlord reserves the right to require that Tenant remove
any Lines located in or serving the Premises which are installed in violation of
these provisions, or which are at any time in violation of any laws or represent
a dangerous or potentially dangerous condition.

      29.33 DEVELOPMENT OF THE PROJECT.

            (a)   SUBDIVISION. Landlord reserves the right to further subdivide
all or a portion of the Project. Tenant agrees to execute and deliver, upon
demand by Landlord and in the form requested by Landlord, any additional
documents needed to conform this Lease to the circumstances resulting from such
subdivision.

            (b)   THE OTHER IMPROVEMENTS. If portions of the Project or property
adjacent to the Project (collectively, the "OTHER IMPROVEMENTS") are owned by an
entity other than Landlord, Landlord, at its option, may enter into an agreement
with the owner or owners of any or all of the Other Improvements to provide (i)
for reciprocal rights of access and/or use of the Project and the Other
Improvements, (ii) for the common management, operation, maintenance,
improvement and/or repair of all or any portion of the Project and the Other
Improvements, (iii) for the allocation of a portion of the Direct Expenses to
the Other Improvements and the operating expenses and taxes for the Other
Improvements to the Project, and (iv) for the use or improvement of the Other
Improvements and/or the Project in connection with the improvement,
construction, and/or excavation of the Other Improvements and/or the Project.
Nothing contained herein shall be deemed or construed to limit or otherwise
affect Landlord's right to convey all or any portion of the Project or any other
of Landlord's rights described in this Lease.

            (c)   CONSTRUCTION OF PROJECT AND OTHER IMPROVEMENTS. Tenant
acknowledges that portions of the Project and/or the Other Improvements may be
under construction following Tenant's occupancy of the Premises, and that such
construction may result in levels of noise, dust, obstruction of access, etc.
which are in excess of that present in a fully constructed project. Tenant
hereby waives any and all rent offsets or claims of constructive eviction which
may arise in connection with such construction.

      29.34 HAZARDOUS MATERIALS. Landlord represents and warrants to Tenant that
to the best of Landlord's knowledge, the Project and all improvements therein
have been and will be constructed without the use of asbestos or any other
Hazardous Materials (as defined below) known to be hazardous at the time of its
installation, and, to the best of Landlord's knowledge, no Hazardous Materials
currently affect the Project in a materially adverse manner.

                                      -43-


Landlord and Tenant will not, at any time, use or authorize the use of any
portion of the Premises, the Building, parking facilities, or the Project to be
used in violation of any applicable laws relating to environmental conditions
on, under or about the Project, including but not limited to asbestos, soil and
ground water conditions and Hazardous Materials. Neither Landlord nor Tenant
shall at any time use, generate, store or dispose of on, under or about the
Building or transport to or from the same any Hazardous Materials or permit or
allow any third party to do so, without compliance with all applicable laws.
Landlord and Tenant shall defend, indemnify and hold the other harmless from and
against any and all losses, damages, costs (including reasonable attorneys'
fees), liabilities and claims arising from their respective failure to perform
in accordance with the foregoing. Any costs or expenses incurred with respect to
Hazardous Materials at the Project in violation of Landlord's representation and
warranty in this Section 29.34 shall not be included in Operating Expenses. For
purposes of this Section 29.34, the term "to the best of Landlord's knowledge"
means the present, actual knowledge of persons directly employed by Landlord or
any of its affiliates. As used herein, the term "HAZARDOUS MATERIALS" means any
hazardous or toxic substance which is listed or defined as a "hazardous waste,"
"restricted hazardous waste," or "hazardous substance" under any municipal,
state or federal law, code or other regulation, or which would require removal,
treatment or remedial action pursuant to standards established by the California
Department of Health Services. This Section 29.34 shall not be construed to
limit the provisions of Article 5 nor to permit use or storage of Hazardous
Materials at the Project other than in immaterial quantities necessary to the
uses permitted under Article 5 and which do not require any permit or variance
from governmental authority having jurisdiction.

                    [signatures appear on the following page]

                                      -44-


      IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be
executed the day and date first above written.

                                            "Landlord":

                                            WILSHIRE COURTYARD L.L.C.,
                                            a Delaware limited liability company

                                            By: /s/ Edward W. Cook
                                                --------------------------
                                            Name: Edward W. Cook
                                            Title: Authorized Signatory

                                            "Tenant":

                                            WPT ENTERPRISES, INC.,
                                            a Delaware corporation

                                            By: /s/ Todd Steele
                                                --------------------------
                                            Name: Todd Steele
                                            Title: CFO

                                            By: /s/ Adam Pliska
                                                --------------------------
                                            Name: Adam Pliska
                                            Title: Dir of Bus Legal Affair

                                      -45-


                                    EXHIBIT A

                               WILSHIRE COURTYARD

                               OUTLINE OF PREMISES

                                      A-1


                                    EXHIBIT B

      This TENANT WORK LETTER AGREEMENT ("WORK LETTER") is part of the Lease
between WILSHIRE COURTYARD, LLC, a Delaware limited liability company
("LANDLORD"), and WPT ENTERPRISES, INC., a Delaware corporation ("TENANT").

1.    GENERAL CONSTRUCTION.

      The purpose of this Work Letter is to set forth how the Tenant
Improvements (as defined in Section 2.1) in the Premises are to be constructed,
who will undertake the construction of the Tenant Improvements, who will pay for
the construction of the Tenant Improvements, and the time schedule for
completion of the construction of the Tenant Improvements. All references in
this Work Letter to Articles or Sections of "this Lease" shall mean the relevant
portions of Articles 1 through 29 of the Lease to which this Work Letter is
attached as Exhibit "B," and all references in this Work Letter to Sections of
"this Work Letter" shall mean the relevant portions of Articles 1 through 6 of
this Work Letter. Except as defined in this Work Letter to the contrary, all
terms utilized in this Work Letter shall have the same meaning ascribed to them
in the Lease. The provisions of the Lease, except where clearly inconsistent or
inapplicable to this Work Letter, are incorporated into this Work Letter.

      1.1   LANDLORD CONSTRUCTS. The Tenant Improvements shall be constructed
pursuant to this Work Letter by Landlord. Landlord shall provide the Tenant
Improvement Allowance (as defined in Section 2.1) and shall provide possession
of the Premises to Tenant with the Tenant Improvements Substantially Completed
(as defined in Article 2 of the Lease).

      1.2   BASE, SHELL AND CORE. The "BASE, SHELL AND CORE" shall consist of
the Building shell and exterior, the core area, including the necessary
mechanical, electrical, sprinkler, plumbing, life safety, heating air
conditioning, ventilation and structural systems within the Building core,
stubbed out to the face of the core wall at locations determined by Landlord,
finished core area toilet rooms including necessary plumbing fixtures, ceramic
tile floors, accessories, ceilings and lighting, and those portions of the
Premises which were in existence prior to the construction of the Tenant
Improvements. Tenant hereby accepts the Base, Shell and Core in their present
"as is" condition and with no representations or warranties as to their
condition, except as otherwise specifically set forth in the Lease, or
suitability for Tenant's purposes.

2. TENANT IMPROVEMENTS. The term "TENANT IMPROVEMENTS" shall mean all
improvements permanently affixed to the Premises or as installed pursuant to the
Approved Working Drawings (as defined in Section 3.4) other than Base, Shell and
Core, but, Tenant Improvements shall not include any personal property of
Tenant.

      2.1   TENANT IMPROVEMENT ALLOWANCE. Tenant shall be entitled to a one-time
tenant improvement allowance (the "TENANT IMPROVEMENT ALLOWANCE") in the amount
of Six Hundred Forty-Four Thousand Six Hundred Twenty-Six and 54/100 Dollars
($644,626.54), constituting $40.54 per square foot of rentable area in the
Premises, for the costs relating to the design and construction of the Tenant
Improvements which constitute permanent improvements to the Premises, including
any changes or additions to the Base, Shell and Core. Notwithstanding the
foregoing, up to $2.00 per square foot of rentable area in the Premises of the
Tenant Improvement Allowance may be used for Tenant's moving expenses and/or
cost of furniture, fixtures and equipment placed or installed in the Premises.
In no event shall Landlord be obligated to make disbursements pursuant to this
Work Letter which, in the aggregate, exceed the Tenant Improvement Allowance.
Tenant shall not be entitled to any payment or rent reduction for any part of
the Tenant Improvement Allowance not used by Tenant within six (6) months after
the Lease Commencement Date. Ownership of the Tenant Improvements shall be
determined in accordance with the terms of Section 8.5 of the Lease.

      2.2   DISBURSEMENT OF THE TENANT IMPROVEMENT ALLOWANCE. Except as
otherwise set forth in this Tenant Work Letter, the Tenant Improvement Allowance
shall be disbursed by Landlord once per month (each of which disbursements shall
be made pursuant to Landlord's disbursement process, which disbursement process
shall require Tenant to cause Architect (as defined in Section 3.1) to make
field verifications and written certifications as

                                      B-1


required by Landlord in connection with Landlord's disbursements to Contractor
(as defined in Section 4.1)), only for the following items and costs
(collectively the "TENANT IMPROVEMENT ALLOWANCE ITEMS"):

            (a)   Payment of the fees of the Architect and the Engineers (as
defined in Section 3.1), which fees shall, notwithstanding anything to the
contrary contained in this Work Letter, not exceed an aggregate amount equal to
$6.00 per square foot of the Premises, and payment of the reasonable, actual
cost of documents and materials supplied by, Landlord and Landlord's consultants
in connection with the preparation and review of the Space Plan (as defined in
Section 3.1), the Final Space Plan (as defined in Section 3.2) and the Final
Working Drawings (as defined in Section 3.4);

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

            (c)   The cost of construction of the Tenant Improvements,
including, without limitation, testing and inspection costs, hoisting and trash
removal costs, and contractors' fees and general conditions, but not including
any tenant improvement work which, in Landlord's reasonable discretion, exceeds
the specifications of tenant improvement work usually found in the premises of
tenants of other Comparable Buildings, provided that freight elevator usage and
parking (to the extent available) in the Project will be provided by Landlord to
contractors at no charge during construction and move-in;

            (d)   The cost of any changes in or additions to the Base, Shell and
Core when such changes or additions are required by the Approved Working
Drawings (as defined in Section 3.4), such cost to include all direct
architectural and/or engineering fees and expenses incurred in connection
therewith;

            (e)   The cost of any changes to the Approved Working Drawings or
Tenant Improvements required by all applicable building codes (the "CODE");

            (f)   Sales and use taxes and Title 24 fees; and

            (g)   All other costs to be expended by Landlord and payable to
independent third parties in connection with the construction of the Tenant
Improvements.

      2.3   SPACE PLAN ALLOWANCE. In addition to the Tenant Improvement
Allowance, Landlord shall provide Architect (as defined below) with a space plan
allowance ("SPACE PLAN ALLOWANCE") in the amount of $0.15 per usable square foot
of the Premises. The Space Plan Allowance shall be used solely for the purpose
of preparing a space plan or plans for the Tenant Improvements in the Premises.

      2.4   STANDARD TENANT IMPROVEMENT PACKAGE. Landlord has established
specifications (the "SPECIFICATIONS") for the Building standard components to be
used in the construction of Tenant Improvements and Alterations within the
Building. The Tenant Improvements and all Alterations shall comply with the
Specifications. Landlord may make changes to the Specifications from time to
time. The plans and working drawings Tenant is required to submit to Landlord
for Landlord's approval in connection with any proposed Tenant Improvements or
Alterations shall comply with Landlord's reasonable drawings format and
specifications consistent with normal practice for Comparable Buildings, as they
may be revised by Landlord from time to time.

      2.5   SUPPLEMENTAL ALLOWANCE. Tenant shall be entitled to an additional,
one time allowance (the "SUPPLEMENTAL ALLOWANCE") equal to Thirty-One Thousand
Eight Hundred Two Dollars ($31,802.00), which is equal to Two Dollars ($2.00)
per square foot of Rentable Area in the Premises. The Supplemental Allowance
shall be considered an increase to the Tenant Improvement Allowance and shall be
used for the same purposes and subject to the same terms and conditions
applicable thereto set forth in this Tenant Work Letter.

3.    CONSTRUCTION DRAWINGS.

      3.1   SELECTION OF ARCHITECT/SPACE PLAN. Tenant shall retain a licensed
architect/space planner experienced in space planning in Comparable Buildings
("ARCHITECT") which will be either (i) Landlord's

                                      B-2


architect/space planner, or (ii) an architect/space planner approved by
Landlord, which approval shall not be unreasonably withheld by Landlord, to
prepare the Space Plan, Final Space Plan and Final Working Drawings (as those
terms are defined below). Tenant shall retain Landlord's engineering consultants
or such other engineering consultants as are reasonably approved by Landlord
(the "ENGINEERS") to prepare all plans and engineering working drawings relating
to the structural, mechanical, electrical, plumbing, HVAC, life safety, and
sprinkler work in the Premises. The plans and drawings to be prepared by
Architect and the Engineers hereunder shall be known collectively as the "SPACE
PLAN". Delivery of all plans and drawings referred to in this Article 3 shall be
by messenger service or personal hand delivery, unless otherwise agreed by
Landlord and Tenant. The Space Plan shall be subject to Landlord's reasonable
approval. The Space Plan shall be compatible with the design, construction and
equipment of the Building, comply with all applicable laws, be capable of
logical measurement and construction, contain all such information as may be
required for the construction of the Tenant Improvements and the preparation of
the engineering drawings, showing complete mechanical, electrical, plumbing,
HVAC, telecommunication, and computer cabling plans, and contain all partition
locations, plumbing locations, air conditioning system and duct work, special
air conditioning requirements, reflected ceiling plans, office equipment
locations, and special security systems.

            (a)   In connection therewith, Landlord shall supply Tenant with
base building plans in electronic format (CADD) for the Premises which include
blue-line floorplate backgrounds and building standard details.

            (b)   Tenant shall submit to the Architect all additional
information, including occupancy requirements for the Premises, necessary to
enable the Architect to prepare the Space Plan showing all demising walls,
corridors, entrances, exits, doors, interior partitions, and the locations of
all offices, conference rooms, computer rooms, mini-service kitchens, and the
reception area, library, and file room. Tenant shall submit to the Engineers a
complete listing of standard and non-standard equipment and specifications,
including, without limitation, B.T.U. calculations, electrical requirements and
special electrical receptacle requirements for the Premises, to enable the
Engineers and Architect to complete the Space Plan. Tenant and Architect shall
verify, in the field, the dimensions and conditions as shown on the relevant
portions of the base building plans, and Tenant and Architect shall be solely
responsible for the same, and Landlord shall have no responsibility in
connection therewith.

            (c)   Landlord's review of the Space Plan as set forth in this
Article 3, shall be solely to protect the interests of Landlord in the Building
and shall not obligate Landlord to ascertain the existence of, or notify Tenant
of any violations of applicable codes, rules, laws or regulations. Tenant shall
be solely responsible for the design and function of the improvements shown on
the Space Plan including their integration with the Systems and Equipment,
notwithstanding Landlord's review and approval thereof. Accordingly,
notwithstanding that any portion of the Space Plan is reviewed by Landlord or
its space planner, architect, engineers and consultants, and notwithstanding any
advice or assistance which may be rendered to Tenant by Landlord or Landlord's
space planner, architect, engineers, and consultants, Landlord shall have no
liability whatsoever in connection therewith and shall not be responsible for
any omissions or errors contained in the Space Plan, and Tenant's waiver and
indemnity set forth in Section 10.1 of the Lease shall specifically apply to the
Space Plan.

      3.2   FINAL SPACE PLAN. Based on and consistent with the Space Plan,
Tenant shall submit to Landlord for Landlord's approval, fully completed and
engineered working drawings and specifications, suitable for plan check review
and permitting by local agencies having jurisdiction, for the layout and
designation of all offices, rooms and other partitioning, their intended use,
and equipment to be contained therein, improvement and finish of the Premises
consistent with the design and construction of the Base, Shell and Core,
including electrical and mechanical drawings, capacity reports, dimensioned
partition plans, floor and wall finish plans, reflected ceiling plans, power,
telephone communications and data plans, life safety devices, construction
detail sheets, including millwork plans, showing the location of partitions,
light fixtures, electrical outlets, telephone outlets, sprinklers, doors,
equipment specifications (including weight specifications and cooling
requirements) and power requirements (including voltage, amps, phase, and
special plugs and connections), wall finishes, floor coverings, millwork and
other Tenant Improvements required by Tenant (collectively, "FINAL SPACE PLAN").
The Final Space Plan shall be submitted to Landlord with copies to Landlord's
engineers and other consultants in accordance with the schedule set forth on
Schedule 1 hereto. The Final Space Plan shall be subject to Landlord's
reasonable approval. Tenant and Tenant's Architect shall verify, in the field,
the dimensions and conditions as shown on the relevant portions of the base
building plans (including the Base, Shell and Core) and Tenant and Tenant's
architect shall be solely

                                      B-3


responsible for the same, and Landlord shall have no responsibility in
connection therewith. If Landlord disapproves the Final Space Plan, or any
portion thereof, Landlord shall promptly notify Tenant thereof and of the
revisions which Landlord reasonably requires in order to obtain Landlord's
approval. As promptly as reasonably possible thereafter, but in no event later
than five (5) business days after receipt of Landlord's notice, Tenant shall
submit to Landlord plans and specifications incorporating the revisions required
by Landlord. Said revisions shall be subject to Landlord's approval, which shall
not be unreasonably withheld. If Landlord disapproves the revised Final Space
Plan, or any portion thereof, Landlord shall so notify Tenant thereof and of any
further revisions Landlord reasonably requires in order to grant approval. The
foregoing process shall be repeated until Landlord fully approves the Final
Space Plan.

      3.3   NON-STANDARD IMPROVEMENT PACKAGE ITEMS. On or before the date set
forth in Schedule 1, (a) Tenant shall submit to Landlord, for Landlord's
approval, all necessary architectural and engineering information and
documentation (including necessary permits) and purchase releases to allow
Landlord to immediately cause the purchase of all materials necessary to the
construction of, and the construction of (i) any "punch-out" openings (and
required structural support areas) to accommodate the placement of one or more
interior stairways in the Premises and (ii) all other structural supports and
reinforcements necessary to the construction of the Tenant Improvements; and (b)
Tenant shall provide Landlord, for Landlord's approval, with complete
specifications, details, architectural and engineering drawings, and purchase
releases of all materials, components, finishes, equipment, and improvements
which are not part of the Standard Improvement Package.

      3.4   FINAL WORKING DRAWINGS. On or before the date set forth in Schedule
1, Tenant, Architect and the Engineers shall complete the architectural and
engineering drawings for the Premises, and Architect shall compile a fully
coordinated set of architectural, structural, mechanical, electrical and
plumbing working drawings in a form which is complete to allow subcontractors to
bid on the work and to obtain all applicable permits (collectively, the "FINAL
WORKING DRAWINGS") and shall submit the same to Landlord for Landlord's
approval. If Landlord disapproves the Final Working Drawings, or any portion
thereof, Landlord shall so notify Tenant thereof and of any further revisions
Landlord reasonably requires in order to grant approval. As promptly as
reasonably possible thereafter, but in no event later than five (5) business
days after receipt of Landlord's notice, Tenant shall submit to Landlord Final
Working Drawings incorporating the revisions required by Landlord. The foregoing
process shall be repeated until Landlord fully approves the Final Working
Drawings, so that Landlord and Tenant shall have an agreed upon set of final
plans and specifications. The Final Working Drawings approved by Landlord shall
be referred to as the "APPROVED WORKING DRAWINGS."

      3.5   APPROVED WORKING DRAWINGS. Tenant shall immediately after Landlord's
approval of the Approved Working Drawings submit the same to the City of Los
Angeles for all applicable building permits (except as already received pursuant
to the terms of Section 3.3, above) necessary to allow Contractor (as defined in
Section 4.1) to commence and fully complete the construction of the Tenant
Improvements (the "PERMITS"), and, in connection therewith, Tenant shall
coordinate with Landlord in order to allow Landlord, at Landlord's option, to
take part in all phases of the permitting process, and shall supply Landlord, as
soon as possible, with all plan check numbers and dates of submittal. Landlord
or Landlord's consultants in cooperation with Tenant's Architect and relying in
the Architect's plans shall apply for and obtain any permit required for the
Tenant Improvements and the certificate of occupancy for the Premises upon
Substantial Completion. No changes, modifications or alterations in the Approved
Working Drawings may be made without the prior written consent of Landlord,
provided that Landlord may withhold its consent, in its sole discretion, to any
change in the Approved Working Drawings, if such change would directly or
indirectly delay the Substantial Completion of the Premises.

      3.6   TIME DEADLINES. Tenant shall use its best, good faith, efforts and
all due diligence to cooperate with Architect, the Engineers, and Landlord to
complete all phases of the Final Working Drawings and the permitting process and
to receive the Permits, and with Contractor, for approval of the Cost Proposal
(as defined in Section 4.2), as soon as possible after the execution of the
Lease, and, in that regard, shall meet with Landlord on a weekly basis to
discuss Tenant's progress in connection with the same. The applicable dates for
approval of items, plans and drawings and selection of the Contractor as
described in this Article 3, Article 4, below, and in this Work Letter (the
"TIME DEADLINES") are set forth and further elaborated upon in Schedule 1
attached hereto. Landlord and Tenant agree to comply with the Time Deadlines.

                                      B-4


      3.7   ACTUAL REVIEW COSTS. Landlord is hereby entitled to reimbursement
for its actual, reasonable and documented costs incurred in approving the Space
Plan, Final Space Plan and Final Working Drawings, by deducting such costs from
the Tenant Improvement Allowance.

4.    CONSTRUCTION OF THE TENANT IMPROVEMENTS.

      4.1   CONTRACTOR. A contractor, under the supervision of Landlord, shall
construct the Tenant Improvements. Such contractor ("CONTRACTOR") shall be
selected by Tenant pursuant to a procedure whereby the Approved Working Drawings
are submitted to three (3) contractors, selected by Tenant from a list of
approved contractors provided by Landlord, who are requested to each submit a
sealed fixed price contract bid price (on such contract form as Landlord shall
designate) to construct the Tenant Improvements designated on the Approved
Working Drawings, to Landlord and Tenant, who shall jointly open and review the
bids. Landlord and Tenant, after adjustments for the inconsistent assumptions to
reflect an apples to apples comparison, shall select the lowest priced,
qualified bidder and such contractor with the lowest priced, qualified bid shall
enter into a construction contract with Landlord consistent with the terms of
the bid to construct the Tenant Improvements.

      4.2   COST PROPOSAL. After the Approved Working Drawings are signed by
Landlord and Tenant to signify their mutual approval thereof and the Contractor
has been selected, Landlord shall provide Tenant with a cost proposal in
accordance with the Approved Working Drawings, which cost proposal shall
include, as nearly as possible, the cost of all Tenant Improvement Allowance
Items to be incurred by Tenant in connection with the construction of the Tenant
Improvements (the "COST PROPOSAL"). Notwithstanding the foregoing, portions of
the cost proposals for the Tenant Improvements may be delivered to Tenant as
such portions of the Tenant Improvements are priced by Contractor (on an
individual item-by-item or trade-by-trade basis), even before the Approved
Working Drawings are completed, and portions of the costs to be incurred
directly by Landlord may be estimated and delivered to Tenant subsequent to the
delivery of the initial Cost Proposal, when such costs are reasonably capable of
being estimated (the "PARTIAL COST PROPOSAL(S)"). Tenant shall approve and
deliver the initial Cost Proposal to Landlord within five (5) business days
after receipt of the same (or, as to a Partial Cost Proposal, within two (2)
business days of receipt after the same). The date by which Tenant must approve
and deliver the Cost Proposal, or the last Partial Cost Proposal to Landlord, as
the case may be, shall be known hereafter as the "COST PROPOSAL DELIVERY DATE."
The initial Cost Proposal and all Partial Cost Proposals, if any, shall be
known, in the aggregate, as the Cost Proposal.

      4.3   CONSTRUCTION OF TENANT IMPROVEMENTS BY LANDLORD'S CONTRACTOR UNDER
THE SUPERVISION OF LANDLORD.

            (a)   OVER-ALLOWANCE AMOUNT. The "OVER-ALLOWANCE AMOUNT" is defined
as the amount equal to the difference between (i) the amount of the Cost
Proposal and (ii) the amount of the Tenant Improvement Allowance. On the Cost
Proposal Delivery Date, Tenant shall deliver to Landlord one-half (1/2) of the
Over-Allowance Amount. Upon Substantial Completion of the Premises, Tenant shall
deliver to Landlord the remainder of the Over-Allowance Amount. The
Over-Allowance Amount and the Tenant Improvement Allowance shall be disbursed by
Landlord pursuant to the procedure set forth in Section 2.2, pro rata in
accordance with the proportionate amount of each held from time to time by
Landlord.

            (b)   REVISIONS. In the event that, after the Cost Proposal Delivery
Date, Tenant requests any revisions, changes, or substitutions be made to the
Approved Working Drawings or the Tenant Improvements, Landlord shall not
unreasonably withhold its consent to any such changes. If such changes increase
the cost to Landlord of constructing the Tenant Improvements shown on the
Approved Working Drawings, Landlord shall provide Tenant with invoices
documenting and evidencing such increased costs, and Tenant shall reimburse
Landlord for such increased costs within fifteen (15) days. Moreover, if such
changes delay Landlord's completion of the work shown on the Approved Working
Drawings, after Landlord and Contractor have taken all reasonable steps to
incorporate such changes without delaying Substantial Completion, then such
delay shall constitute a Tenant Delay (as defined in Article 5). If any such
change decreases the cost of constructing the Tenant Improvements, any and all
such decreases shall first offset cost increases due to other changes in the
Tenant Improvements and thereafter shall be deducted from the Over-Allowance
Amount. If any such change saves time in the completion of the work, then such
time savings shall offset any Tenant Delays on a day-for-day basis.

                                      B-5


            (c)   LANDLORD SUPERVISION. After Tenant selects the Contractor,
Landlord shall independently retain Contractor to construct the Tenant
Improvements in accordance with the Approved Working Drawings and the Cost
Proposal and Landlord shall supervise the construction by Contractor. Landlord
shall not be entitled to any construction supervision or management fee in
connection with such services.

      4.4   CONTRACTOR'S WARRANTIES AND GUARANTIES. Landlord hereby assigns to
Tenant all warranties and guaranties by Contractor relating to the Tenant
Improvements, and Tenant hereby waives all claims against Landlord relating to,
or arising out of the construction of, the Tenant Improvements; provided that
the foregoing shall not modify Landlord's indemnity obligations set forth in
Section 10.1 of the Lease. Such warranties and guaranties of Contractor shall
guarantee that the Tenant Improvements shall be free from any defects in
workmanship and materials for a period of not less than one (1) year from the
date of completion thereof, and Contractor shall be responsible for the
replacement or repair, without additional charge, of the Tenant Improvements
that shall become defective within one (1) year after Substantial Completion of
the Premises. The correction of such work shall include, without additional
charge, all additional expenses and damages in connection with such removal or
replacement of all or any part of the Tenant Improvements.

      4.5   TENANT'S COVENANTS. Within ten (10) days after completion of
construction of the Tenant Improvements, Tenant shall cause Contractor and
Architect to cause a Notice of Completion to be recorded in the office of the
Recorder of the County of Los Angeles in accordance with Section 3093 of the
Civil Code of the State of California or any successor statute and furnish a
copy thereof to Landlord upon recordation, failing which, Landlord may itself
execute and file the same on behalf of Tenant as Tenant's agent for such
purpose. In addition, immediately after the Substantial Completion of the
Premises, and receipt from the Contractor of all field changes, Tenant shall
submit to Landlord a set of conformed plans ("AS-BUILTS") incorporating all
field changes made and all changes and/or revisions that have been made
subsequent to the submission of the Final Working Drawings specified in Section
3.4. Such "as-built" or "record documents" shall be submitted on three and
one-half inch (3 -1/2 ") 1.4Mb magnetic media diskettes in Auto CAD R 14.dwg (or
later version) format or .DXF format, along with one complete set of mylar
transparencies of drawings and one complete set of specifications.

      4.6   INSPECTION. After the Tenant Improvements to the Premises are
Substantially Completed (excepting punch list items), Landlord shall cause the
Contractor to inspect the Premises with a representative of Tenant and complete
a punch list of unfinished items of the Tenant Improvements. Authorized
representatives for Landlord and Tenant shall execute said punch list to
indicate their approval thereof. The items listed on such punch list shall be
completed by the Contractor within thirty (30) days after the approval of such
punch list or as soon thereafter as reasonably practicable.

5.    COMPLETION OF THE TENANT IMPROVEMENTS.

      Landlord shall deliver possession of the Premises to Tenant when the
Tenant Improvements have been Substantially Completed. Landlord shall give
Tenant not less than ten (10) business days advance notice of the date Landlord
anticipates the Tenant Improvements will be Substantially Completed. Except as
provided in this Article 5, the Commencement Date shall occur as set forth in
Section 3.2 of the Summary and Article 2 of the Lease. If there shall be a delay
or there are delays in the Substantial Completion of the Premises (based upon
the anticipated date of the occurrence of the Commencement Date as set forth in
this Lease) or in the occurrence of any of the other conditions precedent to the
Commencement Date, as set forth in Article 2 of this Lease, as a direct,
indirect, partial, or total result of:

            (a)   Tenant's failure to comply with the Time Deadlines;

            (b)   Tenant's failure to timely approve any matter requiring
Tenant's approval, including a Partial Cost Proposal or the Cost Proposal;

            (c)   A breach by Tenant of the terms of this Work Letter or this
Lease;

            (d)   Changes in any of the Space Plan, the Final Space Plan or the
Final Working Drawings after disapproval of the same by Landlord or because the
same do not comply with Code or other applicable laws;

                                      B-6


            (e)   Tenant's request for changes in the Approved Working Drawings;

            (f)   Tenant's requirement for materials, components, finishes or
improvements which are not available in a reasonable time (based upon the
anticipated date of the Commencement Date) or which are different from, or not
included in, the Standard Improvement Package; or

            (g)   Any other acts or omissions of Tenant, or its agents, or
employees;

then, notwithstanding anything to the contrary set forth in this Lease and
regardless of the actual date of the Substantial Completion of the Premises, the
Commencement Date shall be deemed to be the date the Commencement Date would
have occurred if no Tenant delay or delays, as set forth above ("TENANT
DELAYS"), had occurred.

6.    MISCELLANEOUS.

      6.1   TENANT'S ENTRY INTO THE PREMISES PRIOR TO SUBSTANTIAL COMPLETION.
Provided that Tenant and its agents do not interfere with, or delay,
Contractor's work in the Building and the Premises, Contractor shall allow
Tenant access to the Premises prior to the Substantial Completion of the
Premises for the purpose of Tenant installing equipment or fixtures (including
Tenant's data and telephone equipment, cabling and furniture) in the Premises.
Prior to Tenant's entry into the Premises as permitted by the terms of this
Section 6.1, Tenant shall submit a schedule to Landlord and Contractor, for
their approval, which schedule shall detail the timing and purpose of Tenant's
entry. Landlord shall use reasonable efforts to permit such access in accordance
with the foregoing sixty (60) calendar days prior to the scheduled date for
Substantial Completion, provided Tenant supplies the required plans and
schedules hereunder in a timely manner, including without limitation, the
preliminary design and pricing plans. Tenant's contractors, principals and
employees shall not be obligated to pay for freight elevator usage or parking at
the Project prior to or during the period of construction of the Tenant
Improvements and move into the Premises, to the extent such parking relates to
the design, improvement, fixturization and moving into the Premises by or for
Tenant and/or other activities related to this Tenant Work Letter. Tenant shall
hold Landlord harmless from and indemnify, protect and defend Landlord against
any loss or damage to the Building or Premises and against injury to any persons
caused by Tenant's actions pursuant to this Section 6.1.

      6.2   TENANT'S REPRESENTATIVE. Tenant has designated Adam Pliska as its
sole representative with respect to the matters set forth in this Work Letter,
who shall have full authority and responsibility to act on behalf of the Tenant
as required in this Work Letter.

      6.3   LANDLORD'S REPRESENTATIVE. Landlord has designated Teri Reno as its
sole representative with respect to the matters set forth in this Work Letter,
who, until further notice to Tenant, shall have full authority and
responsibility to act on behalf of the Landlord as required in this Work Letter.

      6.4   TIME OF THE ESSENCE IN THIS WORK LETTER. Unless otherwise indicated,
all references herein to a "number of days" shall mean and refer to calendar
days. In all instances where Tenant is required to approve or deliver an item,
if no written notice of approval is given or the item is not delivered within
the stated time period, at Landlord's sole option, at the end of said period the
item shall automatically be deemed approved or delivered by Tenant and the next
succeeding time period shall commence.

      6.5   TENANT'S LEASE DEFAULT. Notwithstanding any provision to the
contrary contained in this Lease, if an Event of Default occurred at any time on
or before the Substantial Completion of the Premises, then (i) in addition to
all other rights and remedies granted to Landlord pursuant to this Lease,
Landlord shall have the right to cause Contractor to cease the construction of
the Tenant Improvements (in which case, Tenant shall be responsible for any
delay in the Substantial Completion of the Tenant Improvements caused by such
work stoppage as set forth in Article 5 of this Work Letter), and (ii) all other
obligations of Landlord under the terms of this Work Letter shall be forgiven
until such time as such default is cured pursuant to the terms of this Lease.

      6.6   INDEMNITY. Tenant's indemnity of Landlord as set forth in this Lease
shall also apply with respect to any and all costs, losses, damages, injuries
and liabilities related in any way to any act or omission of Tenant or

                                      B-7


Tenant's agents, or anyone directly or indirectly employed by any of them, or in
connection with Tenant's non-payment of any amount arising out of the Tenant
Improvements and/or Tenant's disapproval of all or any portion of any request
for payment. Such indemnity by Tenant, as set forth in the Lease, shall also
apply with respect to any and all costs, losses, damages, injuries and
liabilities related in any way to Landlord's performance of any ministerial acts
reasonably to enable Tenant to obtain any building permit or certificate of
occupancy for the Premises.

                                      B-8


                                   SCHEDULE 1

                                 TIME DEADLINES



Dates                                                        Actions to be Performed
                                                          
On or before _________________.                              Space Plan to be completed by Tenant and delivered to
                                                             Landlord.

Five (5) business days after receipt of the Space Plan       Landlord to approve Space Plan or notify Tenant of
                                                             Landlord's disapproval and of the further revisions
                                                             required.

Five (5) business days after receipt of Landlord's           Tenant revision and resubmission of Space Plan in
comments on Space Plan.                                      response to Landlord comments.

Five (5) business days after receipt of revised Space        Landlord review and comment or approval of revised
Plan.                                                        Space Plan.

Ten (10) business days after Landlord's approval of          Final Space Plan to be completed by Tenant and
Space Plan                                                   delivered to Landlord.

Five (5) business days after receipt of the Final Space      Landlord to approve Final Space Plan or notify Tenant
Plan                                                         of Landlord's disapproval and of the further revisions
                                                             required.

Five (5) business days after receipt of Landlord's           Tenant revision and resubmission of Final Space Plan in
comments on Final Space Plan.                                response to Landlord comments.

Five (5) business days after receipt of revised Final        Landlord review and comment or approval of Final
Space Plan.                                                  Space Plan.

Fifteen (15) business days after Landlord's approval of      Tenant to deliver Final Working Drawings and
the Final Space Plan                                         information concerning punch-out openings, structural
                                                             supports, and Non-Standard Improvement Package items
                                                             to Landlord.

Five (5) business days after receipt of the Final Working    Landlord to approve Final Working Drawings or notify
Drawings                                                     Tenant of Landlord's disapproval and of the further
                                                             revisions required.

Five (5) business days after receipt of Landlord's           Tenant revision and resubmission of Final Working
comments on Final Working Drawings.                          Drawings in response to Landlord comments.

Five (5) business days after receipt of revised Final        Landlord review and comment or approval of revised
Working Drawings.                                            Final Working Drawings.

Two (2) business days after Tenant's receipt of a Partial    Tenant to approve Partial Cost Proposal and deliver
Cost Proposal.                                               notice of approval to Landlord.

Five (5) business days after Tenant's receipt of the Cost    Tenant to approve Cost Proposal and deliver notice of
Proposal.                                                    approval and Over-Allowance Amount, if any, to
                                                             Landlord.


                                      S-1




Dates                                                        Actions to be Performed
                                                          
Within fifteen (15) business days after Substantial          Tenant to submit  to Landlord the as-builts required by
Completion.                                                  Section 4.4.


It is the intention of the parties that on or before ______________, the Final
Working Drawings shall be fully approved, the Cost Proposal and Over-Allowance
Amount shall be delivered to Landlord and all required permits shall be obtained
by Tenant in order to allow for the commencement of construction of the Tenant
Improvements.

                                      S-2


                                    EXHIBIT C

                               WILSHIRE COURTYARD

                           NOTICE OF LEASE TERM DATES

To: _______________________
    _______________________
    _______________________

      Re: Office Lease dated ____________, 20__ between ____________________, a
_____________________ ("LANDLORD"), and _______________________, a
_______________________ ("TENANT") concerning Suite ______ on floor(s)
__________ of the office building located at ____________________________, Los
Angeles, California.

Gentlemen:

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

      The Lease Term shall commence on or has commenced on ______________ for a
term of __________________ ending on _________________.

      Rent commenced to accrue on __________________, in the amount of
________________.

      If the Lease Commencement Date is other than the first day of the month,
the first billing will contain a pro rata adjustment. Each billing thereafter,
with the exception of the final billing, shall be for the full amount of the
monthly installment as provided for in the Lease.

      Your rent checks should be made payable to __________________ at
___________________.

      The exact number of rentable/usable square feet within the Premises is
____________ square feet.

      Tenant's Share as adjusted based upon the exact number of usable square
feet within the Premises is ________%.

"Landlord":

_____________________________
a ___________________________

By: _____________________________
Name: ___________________________
Title: __________________________

Agreed to and Accepted as of ____________, 20___.

"Tenant":

_____________________________
a ___________________________

By: _____________________________
Name: ___________________________
Title: __________________________

                                       C-1


                                    EXHIBIT D

                               WILSHIRE COURTYARD

                              RULES AND REGULATIONS

      Tenant shall faithfully observe and comply with the following Rules and
Regulations. Landlord shall not be responsible to Tenant for the nonperformance
of any of said Rules and Regulations by or otherwise with respect to the acts or
omissions of any other tenants or occupants of the Project. In the event of any
conflict between the Rules and Regulations and the other provisions of this
Lease, the latter shall control.

      1.    Tenant shall not alter any lock or install any new or additional
locks or bolts on any doors or windows of the Premises without obtaining
Landlord's prior written consent. Tenant shall bear the cost of any lock changes
or repairs required by Tenant. Two keys will be furnished by Landlord for the
Premises, and any additional keys required by Tenant must be obtained from
Landlord at a reasonable cost to be established by Landlord. Upon the
termination of this Lease, Tenant shall restore to Landlord all keys of stores,
offices, and toilet rooms, either furnished to, or otherwise procured by, Tenant
and in the event of the loss of keys so furnished, Tenant shall pay to Landlord
the cost of replacing same or of changing the lock or locks opened by such lost
key if Landlord shall deem it necessary to make such changes.

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

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

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

      5.    No furniture, bulky packages that cannot be hand carried, supplies,
equipment or merchandise will be received in the Building or carried up or down
in the elevators, without proper scheduling with Landlord designated Building
management personnel in accordance with reasonably established procedures, and
only in such specific elevator and by such personnel as shall be reasonably
designated or approved by Landlord.

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

                                      D-1


      7.    No sign, advertisement, notice or handbill shall be exhibited,
distributed, painted or affixed by Tenant on any part of the Premises or the
Building without the prior written consent of the Landlord. Tenant shall not
disturb, solicit, peddle, or canvass any occupant of the Project and shall
cooperate with Landlord and its agents of Landlord to prevent same.

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

      9.    Tenant shall not overload the floor of the Premises, nor, other than
for customary office decoration and for notices required by Applicable Laws,
mark, drive nails or screws, or drill into the partitions, woodwork or drywall
or in any way deface the Premises or any part thereof without Landlord's prior
written consent. Tenant shall not purchase spring water, ice, towel, linen,
maintenance or other like services from any person or persons not approved by
Landlord.

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

      11.   Tenant shall not use or keep in or on the Premises, the Building, or
the Project any kerosene, gasoline, explosive material, corrosive material,
material capable of emitting toxic fumes, or other inflammable or combustible
fluid chemical, substitute or material (other than reasonable quantities of
materials or chemicals in standard household and office cleaners and supplies).
Tenant shall provide material safety data sheets for any Hazardous Material used
or kept on the Premises.

      12.   Except as specifically provided in the Lease, Tenant shall not
without the prior written consent of Landlord use any method of heating or air
conditioning other than that supplied by Landlord.

      13.   Tenant shall not use, keep or permit to be used or kept, any foul or
noxious gas or substance in or on the Premises, or permit or allow the Premises
to be occupied or used in a manner offensive or objectionable to Landlord or
other occupants of the Project by reason of noise, odors, or vibrations, or
interfere with other tenants or those having business therein, whether by the
use of any musical instrument, radio, phonograph, or in any other way. Tenant
shall not throw anything out of doors, windows or skylights or down passageways.

      14.   Tenant shall not bring into or keep within the Project, the Building
or the Premises any animals, birds, aquariums, or, except in areas designated by
Landlord, bicycles or other vehicles.

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

      16.   The Premises shall not be used for manufacturing or for the storage
of merchandise except as such storage may be incidental to the use of the
Premises provided for in the Summary. Tenant shall not occupy or permit any
portion of the Premises to be occupied as an office for a messenger-type
operation or dispatch office, public stenographer or typist, or for the
manufacture or sale of liquor, narcotics, or tobacco in any form, or as a
medical office, or as a barber or manicure shop, or as an employment bureau
without the express prior written consent of Landlord. Tenant shall not engage
or pay any employees on the Premises except those actually working for such
tenant on the Premises nor advertise for laborers giving an address at the
Premises.

                                      D-2


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

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

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

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

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

      22.   Any persons employed by Tenant to do janitorial work shall be
subject to the prior written approval of Landlord, and while in the Building and
outside of the Premises, shall be subject to and under the control and direction
of the Building manager (but not as an agent or servant of such manager or of
Landlord), and Tenant shall be responsible for all acts of such persons.

      23.   No awnings or other projection shall be attached to the outside
walls of the Building without the prior written consent of Landlord, and no
curtains, blinds, shades or screens shall be attached to or hung in, or used in
connection with, any window or door of the Premises other than Landlord standard
drapes. All electrical ceiling fixtures hung in the Premises or spaces along the
perimeter of the Building must be fluorescent and/or of a quality, type, design
and a warm white bulb color approved in advance in writing by Landlord. Neither
the interior nor exterior of any windows shall be coated or otherwise
sunscreened without the prior written consent of Landlord. Tenant shall be
responsible for any damage to the window film on the exterior windows of the
Premises and shall promptly repair any such damage at Tenant's sole cost and
expense. Tenant shall keep its window coverings closed during any period of the
day when the sun is shining directly on the windows of the Premises. Prior to
leaving the Premises for the day, Tenant shall draw or lower window coverings
and extinguish all lights. Tenant shall abide by Landlord's regulations
concerning the opening and closing of window coverings which are attached to the
windows in the Premises, if any, which have a view of any interior portion of
the Building or Building Common Areas.

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

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

      26.   Tenant must comply with the City of Los Angeles "NO-SMOKING"
Ordinance No. 159498. If Tenant is required under the ordinance to adopt a
written smoking policy, a copy of said policy shall be on file in the

                                      D-3


office of the Building. Additionally, Tenant must provide at least one area
within the Premises in which its employees, invitees and visitors may smoke.

      27.   Tenant hereby acknowledges that Landlord shall have no obligation to
provide guard service or other security measures for the benefit of the
Premises, the Building or the Project. Tenant hereby assumes all responsibility
for the protection of Tenant and its agents, employees, contractors, invitees
and guests, and the property thereof, from acts of third parties, including
keeping doors locked and other means of entry to the Premises closed, whether or
not Landlord, at its option, elects to provide security protection for the
Project or any portion thereof. Tenant further assumes the risk that any safety
and security devices, services and programs which Landlord elects, in its sole
discretion, to provide may not be effective, or may malfunction or be
circumvented by an unauthorized third party, and Tenant shall, in addition to
its other insurance obligations under this Lease, obtain its own insurance
coverage to the extent Tenant desires protection against losses related to such
occurrences. Tenant shall cooperate in any reasonable safety or security program
developed by Landlord or required by law.

      28.   All office equipment of any electrical or mechanical nature shall be
placed by Tenant in the Premises in settings approved by Landlord, to absorb or
prevent any vibration, noise and annoyance.

      29.   Tenant shall not use in any space or in the public halls of the
Building, any hand trucks except those equipped with rubber tires and rubber
side guards.

      30.   No auction, liquidation, fire sale, going-out-of-business or
bankruptcy sale shall be conducted in the Premises without the prior written
consent of Landlord.

      31.   No tenant shall use or permit the use of any portion of the Premises
for living quarters, sleeping apartments or lodging rooms.

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

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

      Landlord reserves the right at any time to change or rescind any one or
more of these Rules and Regulations, or to make such other and further
reasonable Rules and Regulations as in Landlord's judgment may from time to time
be necessary for the management, safety, care and cleanliness of the Premises,
Building, the Common Areas and the Project, and for the preservation of good
order therein, as well as for the convenience of other occupants and tenants
therein. To the extent that these Rules and Regulations (or any amendments,
modifications or additions thereto) are contrary to, or inconsistent with, the
provisions of the Lease, the provisions of the Lease shall prevail. Landlord may
waive any one or more of these Rules and Regulations for the benefit of any
particular tenants, but no such waiver by Landlord shall be construed as a
waiver of such Rules and Regulations in favor of any other tenant, nor prevent
Landlord from thereafter enforcing any such Rules or Regulations against any or
all tenants of the Project. Tenant shall be deemed to have read these Rules and
Regulations and to have agreed to abide by them as a condition of its occupancy
of the Premises.

                                      D-4


                                    EXHIBIT E

                               WILSHIRE COURTYARD

                      FORM OF TENANT'S ESTOPPEL CERTIFICATE

      The undersigned as Tenant under that certain Office Lease (the "LEASE")
made and entered into as of ___________, 20__ by and between _______________ as
Landlord, and the undersigned as Tenant, for Premises on the ______________
floor(s) of the office building located at ______________, Los Angeles,
California ____________, certifies as follows:

      Attached hereto as Exhibit A is a true and correct copy of the Lease and
all amendments and modifications thereto. The documents contained in Exhibit A
represent the entire agreement between the parties as to the Premises and the
project of which the Premises are a part.

      The undersigned currently occupies the Premises described in the Lease,
the Lease Term commenced on __________, and the Lease Term expires on
___________, and the undersigned has no option to terminate or cancel the Lease
or to purchase all or any part of the Premises, the Building and/or the Project.

      Base Rent became payable on ____________.

      The Lease is in full force and effect and has not been modified,
supplemented or amended in any way except as provided in Exhibit A.

      Tenant has not transferred, assigned, or sublet any portion of the
Premises nor entered into any license or concession agreements with respect
thereto except as follows:

      All monthly installments of Base Rent, all Additional Rent and all monthly
installments of estimated Additional Rent have been paid when due through
___________. The current monthly installment of Base Rent is
$_____________________.

      All conditions of the Lease to be performed by Landlord necessary to the
enforceability of the Lease have been satisfied and Landlord is not in default
thereunder. In addition, the undersigned has not delivered any notice to
Landlord regarding a default by Landlord thereunder.

      No rental has been paid more than thirty (30) days in advance and no
security has been deposited with Landlord except as provided in the Lease.

      As of the date hereof, there are no existing defenses or offsets, to the
undersigned's knowledge, claims or any basis for a claim, that the undersigned
has against Landlord.

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

      There are no actions pending against the undersigned or any guarantor of
the Lease under the bankruptcy or similar laws of the United States or any
state.

                                      E-1


      Other than in compliance with all applicable laws and incidental to the
ordinary course of the use of the Premises, the undersigned has not used or
stored any hazardous substances in the Premises.

      To the undersigned's knowledge, all tenant improvement work to be
performed by Landlord under the Lease has been completed in accordance with the
Lease and has been accepted by the undersigned and all reimbursements and
allowances due to the undersigned under the Lease in connection with any tenant
improvement work have been paid in full.

      The undersigned acknowledges that this Estoppel Certificate may be
delivered to Landlord or to a prospective mortgagee or prospective purchaser,
and acknowledges that said prospective mortgagee or prospective purchaser will
be relying upon the statements contained herein in making the loan or acquiring
the property of which the Premises are a part and that receipt by it of this
certificate is a condition of making such loan or acquiring such property.

Executed at ______________ on the ____ day of ___________, 20__.

"Tenant":

_________________________,
a_________________________

By: ____________________________
Name: __________________________
Title: _________________________

By: ____________________________
Name: __________________________
Title: _________________________

                                      E-2


                                    EXHIBIT F

RECORDING REQUESTED BY AND
WHEN RECORDED, RETURN TO:

                     Above Space for Recorder's Office Only

                                 SUBORDINATION,
                    NON-DISTURBANCE AND ATTORNMENT AGREEMENT

      THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"AGREEMENT") dated as of __________________ ____, 20__ is entered into by and
among , whose address is , Los Angeles, California, ("TENANT"), WILSHIRE
COURTYARD L.L.C. or its designee, having an office at 5750 Wilshire Boulevard,
Los Angeles, California 90036, ("LANDLORD"), and HYPO REAL ESTATE CAPITAL
CORPORATION, as Subservicer for Wells Fargo Bank, National Association, as
Master Servicer for LaSalle Bank National Association, as Trustee for the
Holders of HVB Mortgage Capital Corp. , Commercial Mortgage Pass-Through
Certificates, Series 2003-FL1 ("Lender"), as successor in interest to the lender
under the Credit Agreement relating to the Loan referred to below, having an
office at 622 Third Avenue, New York, New York 10017, and each of their
respective successors and assigns.

                              W I T N E S S E T H:

      WHEREAS, Landlord is the owner of the real property described in Exhibit A
attached hereto, together with the improvements thereon (the "PROPERTY");

      WHEREAS, Landlord or its predecessor and Tenant have entered into a
certain Lease, as the same may have been or may hereafter be amended, modified,
renewed, extended or replaced (the "LEASE"), leasing to Tenant a portion of the
Property as more particularly described in the Lease (the "PREMISES");

      WHEREAS, Lender has agreed to make a certain mortgage loan to Landlord
(the "LOAN"), which is evidenced by Landlord's Promissory Notes (the "NOTES")
dated as of November 1, 2000, and secured by, among other things, a certain
Amended and Restated Deed of Trust (the "DEED OF TRUST"), and a certain first
priority Amended and Restated Assignment of Leases and Rents and Revenues (the
"ASSIGNMENT OF LEASES") each as amended as of April 28, 2003; and

      WHEREAS, Lender, Landlord and Tenant desire to confirm their understanding
with respect to the Lease and the Loan and the rights of Tenant and Lender
thereunder.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      1.    Subordination. The Lease is and shall be subject and subordinate to
the Deed of Trust, and to all renewals, modifications, replacements and
extensions thereof

      2.    Non-Disturbance. If, at any time, Lender or any person or entity or
any of their successors or assigns who shall acquire the interest of Landlord
under the Lease through a foreclosure under the terms of the Deed of Trust, the
exercise of the power of sale under the Deed of Trust, a deed-in-lieu of
foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a "NEW
OWNER") shall succeed to the interests of Landlord under the Lease,

                                      F-1


so long as Tenant is not in default under the Lease beyond any applicable
notice, and cure period (a "DEFAULT") under the Lease, the Lease shall continue
in full force and effect as a direct lease between the New Owner and Tenant,
upon and subject to all of the terms, covenants and conditions of the Lease, for
the balance of the term thereof. Tenant hereby agrees to attorn to and accept
any such New Owner as landlord under the Lease and to be bound by and perform
all of the obligations imposed by the Lease, and Lender, or any such New Owner
of the Property, agrees that it will not disturb the possession of Tenant and
will be bound by all of the obligations imposed on the Landlord by the Lease;
provided, however, that any New Owner shall not be:

            (a)   liable for any act or omission of any prior landlord
(including Landlord) arising prior to the date upon which the New Owner shall
succeed to the interests of Landlord under the Lease; or

            (b)   subject to any claims, offsets or defenses which Tenant might
have against any prior landlord (including Landlord) arising prior to the date
upon which the New Owner shall succeed to the interests of Landlord under the
Lease; or

            (c)   bound by any rent or additional rent which Tenant might have
paid in advance to any prior landlord (including Landlord) for a period in
excess of one (1) month or by any security deposit, cleaning deposit or other
prepaid charge which Tenant might have paid in advance to any prior landlord
(including Landlord), except to the extent that such New Owner actually comes
into exclusive possession of the same; or

            (d)   responsible for the making of any improvement to the Property
or repairs in or to the Property in the case of damage or destruction of the
Property or any part thereof due to fire or other casualty or by reason of
condemnation unless such New Owner shall be obligated under the Lease to make
such repairs and shall have received insurance proceeds or condemnation awards
sufficient to finance the completion of such repairs; or

            (e)   obligated to make any payment to Tenant except for the timely
return of any security deposit actually received by such New Owner.

      The prior landlord (including Landlord) shall remain liable for any act or
omission of any prior landlord arising prior to the date upon which a New Owner
shall succeed to the interests of Landlord under the Lease. Nothing contained
herein shall prevent Lender from naming or joining Tenant in any foreclosure or
other action or proceeding initiated by Lender pursuant to the Deed of Trust to
the extent necessary under applicable law in order for Lender to avail itself of
and complete the foreclosure or other remedy, but such naming or joinder shall
not be in derogation of the rights of Tenant as set forth in this Agreement.

      3.    Notice. Notices to Lender hereunder or under the Lease shall be in
writing and shall be delivered by hand or mailed by registered or certified
United States mail, postage prepaid and return receipt requested, to its address
at 622 Third Avenue, New York, New York 10017, or to such other address as
Lender may specify from time to time by written notice to Tenant.

      4.    Cure by Lender of Landlord Defaults. Tenant hereby agrees that from
and after the date hereof, in the event of any act or omission by Landlord which
would give Tenant the right, either immediately or after the lapse of time, to
terminate or cancel the Lease or to claim a partial or total eviction, or to
abate or reduce rent, Tenant will not exercise any such right until it has given
written notice of such act or omission to Lender, and Lender has failed within
thirty (30) days after both receipt of such notice by Lender and the time when
Lender shall have become entitled under the terms of the Deed of Trust to remedy
the same, to commence to cure such act or omission within such period and
thereafter diligently prosecute such cure to completion, provided that in the
event Lender cannot commence such cure without possession of Property, Tenant
will not exercise any such right if Lender commences judicial or non-judicial
proceedings to obtain possession within such period and thereafter diligently
prosecutes such efforts and cure to completion; further, Tenant shall not, as to
Lender, require cure of any such act or omission which is not susceptible to
cure by Lender.

      5.    Payments to Lender and Exculpation of Tenant. Tenant is hereby
notified that the Lease and the rent and all other sums due thereunder have been
assigned to Lender as security for the Loan. In the event that Lender or any
future party to whom Lender may assign the Deed of Trust notifies Tenant of a
default under the

                                      F-2


Deed of Trust and directs that Tenant pay its rent and all other sums due under
the Lease to Lender or to such assignee, Tenant shall honor such direction
without inquiry and pay its rent and all other sums due under the Lease in
accordance with such notice. Landlord agrees that Tenant shall have the right to
rely on any such notice from Lender or any such assignee without incurring any
obligation or liability to Landlord, and Tenant is hereby instructed to
disregard any notice to the contrary received from Landlord or any third party.

      6.    Limitation of Liability. Lender shall not, either by virtue of the
Deed of Trust, the Assignment or Leases or this Agreement, be or become a
mortgagee-in-possession or be or become subject to any liability or obligation
under the Lease or otherwise until Lender shall have acquired the interest of
Landlord in the Premises, by foreclosure or otherwise, and then such liability
or obligation of Lender under the Lease shall extend only to those liabilities
or obligations accruing subsequent to the date that Lender has acquired the
interest of Landlord in the Premises as modified by the terms of this Agreement.
In addition, upon such acquisition, Lender shall have no obligation, nor incur
any liability, beyond Lender's then equity interest, if any, in the Premises.
Furthermore, in the event of the assignment or transfer of the interest of
Lender under this Agreement, all obligations and liabilities of Lender under
this Agreement shall terminate and, thereupon, all such obligations and
liabilities shall be the sole responsibility of the party to whom Lender's
interest is assigned or transferred.

      7.    Miscellaneous.

            (a)   Tenant agrees that this Agreement satisfies any condition or
requirement in the Lease relating to the granting of a non-disturbance
agreement.

            (b)   This Agreement shall inure to the benefit of the parties
hereto and their respective successors and assigns as are permitted under the
Lease.

            (c)   The captions appearing under the paragraph number designations
of this Agreement are for convenience only and are not a part of this Agreement
and do not in any way limit or amplify the terms and provisions of this
Agreement.

            (d)   This Agreement may be executed in any number of separate
counterparts, each of which shall be deemed an original, but all of which,
collectively and separately, shall constitute one and the same agreement.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates set forth adjacent to their signatures below to be effective as of the
date of the Mortgage.

                                            TENANT:
                                            ________________________

                                            By: _______________________________
                                            Name: _____________________________
                                            Title: ____________________________

                                            LANDLORD:

                                            WILSHIRE COURTYARD, L.L.C.

                                            By: _______________________________
                                            Name: _____________________________
                                            Title: ____________________________

                                      F-3


                                            LENDER:

                                            Hypo Real Estate Capital
                                            Corporation, as Subservicer for
                                            Wells Fargo Bank, National
                                            Association, as Master Servicer for
                                            LaSalle Bank National Association,
                                            as Trustee for the Holders of HVB
                                            Mortgage Capital Corp., Commercial
                                            Mortgage Pass-Through Certificates,
                                            Series 2003-FL1

                                            By: _______________________________
                                            Name: _____________________________
                                            Title: ____________________________

                                            By: _______________________________
                                            Name: _____________________________
                                            Title: ____________________________

                                      F-4


STATE OF CALIFORNIA  )
                     ) ss.
COUNTY OF            )

      On ______________________, before me, ______________________, a Notary
Public in and for said state, personally appeared
________________________________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he/she executed
the same in his/her authorized capacity, and that by his/her signature on the
instrument, the person, or the entity upon behalf of which the person acted,
executed the instrument.

      WITNESS my hand and official seal.

                                            ____________________________________
                                            Notary Public in and for said State
(SEAL)

STATE OF CALIFORNIA  )
                     ) ss.
COUNTY OF            )


      On ______________________, before me, ______________________, a Notary
Public in and for said state, personally appeared
________________________________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he/she executed
the same in his/her authorized capacity, and that by his/her signature on the
instrument, the person, or the entity upon behalf of which the person acted,
executed the instrument.

      WITNESS my hand and official seal.

                                            ____________________________________
                                            Notary Public in and for said State

(SEAL)

                                      F-5


STATE OF CALIFORNIA  )
                     ) ss.
COUNTY OF            )

      On ______________________, before me, ______________________, a Notary
Public in and for said state, personally appeared
________________________________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he/she executed
the same in his/her authorized capacity, and that by his/her signature on the
instrument, the person, or the entity upon behalf of which the person acted,
executed the instrument.

      WITNESS my hand and official seal.

                                            ____________________________________
                                            Notary Public in and for said State

(SEAL)

                                      F-6


                             EXHIBIT A TO EXHIBIT F

                          LEGAL DESCRIPTION OF PROPERTY

PARCEL 1:

LOTS 1 TO 8, 45 TO 52, 87 TO 93, 127 TO 135, 290, 291, AND 293 OF TRACT NO. 5798
IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 68 PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.

EXCEPT THOSE PORTIONS OF LOTS 45 AND 46 LYING WESTERLY OF THE SOUTHERLY
PROLONGATION OF THE WESTERLY LINE OF LOT 291 OF SAID TRACT NO. 5798.

PARCEL 2:

LOTS 85, 86 AND 292 OF TRACT NO. 5798, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 68 PAGES 23 OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 3:

THAT PORTION OF SIERRA BONITA AVENUE, 60 FEET WIDE AND OF VARIABLE-WIDTH SHOWN
AND DEDICATED ON THE MAP OF TRACT NO. 5798, AS PER MAP RECORDED IN BOOK 68 PAGES
23 AND 24 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY,
ADJOINING LOTS 45 TO 52, INCLUSIVE, LOTS 86 TO 93, INCLUSIVE, LOTS 291 AND 292,
ALL OF SAID TRACT NO. 5798, BOUNDED NORTHERLY BY THE WESTERLY PROLONGATION OF
THE STRAIGHT NORTHERLY LINE OF SAID LOT 292, SHOWN AS HAVING A LENGTH OF 66.09
FEET AND BOUNDED SOUTHERLY BY A LINE PARALLEL WITH AND DISTANT 13 FEET NORTHERLY
MEASURED AT RIGHT ANGLES AND RADIALLY FROM THE STRAIGHT SOUTHERLY LINE OF SAID
52 SHOWN AS HAVING A LENGTH OF 114.80 FEET AND THE CURVE SOUTHERLY LINE OF SAID
LOT 93 SHOWN AS HAVING A LENGTH OF 120.40 FEET, SAID PARALLEL LINE TO CONNECT SO
THAT THE CURVED LINE IS TANGENT TO THE STRAIGHT LINE.

PARCEL 4:

ALL BUILDINGS AND IMPROVEMENTS SITUATED ON LOT 44 OF TRACT NO. 5798, IN THE CITY
OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED
IN BOOK 68 PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 4A:

ALL BUILDINGS AND IMPROVEMENTS SITUATED ON THAT PORTION OF LOT 45 OF TRACT NO.
5798, LYING WESTERLY OF THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF LOT
291 OF SAID TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 68 PAGES 23 AND 24 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 4B:

ALL BUILDINGS AND IMPROVEMENTS SITUATED ON THAT PORTION OF LOT 46 OF TRACT NO.
5798, LYING WESTERLY OF THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF LOT
291 OF SAID TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 68 PAGES 23 AND 24 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

                                A-1 to EXHIBIT F



LOT 44 OF TRACT NO. 5798, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 68 PAGE 23 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL BUILDINGS AND IMPROVEMENTS SITUATED ON SAID LAND.

PARCEL 5A:

THAT PORTION OF LOT 45 OF TRACT NO. 5798, LYING WESTERLY OF THE SOUTHERLY
PROLONGATION OF THE WESTERLY LINE OF LOT 291 ON SAID TRACT, IN THE CITY OF LOS
ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
68 PAGES 23 AND 24 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL BUILDINGS AND IMPROVEMENTS SITUATED ON SAID LAND.

PARCEL 5B:

THAT PORTION OF 46 OF TRACT NO. 5798, LYING WESTERLY OF THE SOUTHERLY
PROLONGATION OF THE WESTERLY LINE OF LOT 291 OF SAID TRACT, IN THE CITY OF LOS
ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
68 PAGES 23 AND 24 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL BUILDINGS AND IMPROVEMENTS SITUATED ON SAID LAND.

                                A-2 to EXHIBIT F



                                    EXHIBIT G

                            FORM CONSENT TO TRANSFER

                               CONSENT TO SUBLEASE

      THIS CONSENT TO SUBLEASE (this "CONSENT" or this "AGREEMENT") is made as
of _____________________ ___, 200__ by and among WILSHIRE COURTYARD, LLC
("LANDLORD"), WPT ENTERPRISES, INC. ("TENANT"), and ________________
("SUBTENANT").

1.    RECITALS.

      1.1   LEASE. Landlord and Tenant are parties to an Office Lease dated as
of _________________, (the "LEASE") for Premises in an office building located
at 5700 Wilshire Boulevard, Los Angeles, California, commonly known as Wilshire
Courtyard. All capitalized terms defined in the Lease shall have the same
meanings when used herein except as otherwise provided.

      1.2   SUBLEASE. Tenant has asked Landlord to execute this Consent to
evidence its consent to the subletting, pursuant to the sublease (the
"SUBLEASE") attached hereto as Exhibit "A" of _______ square feet of the
Premises ("SUBLET PREMISES") to Subtenant.

2.    CONSENT. Landlord hereby consents to the subletting of the Sublet Premises
by Tenant to Subtenant pursuant to the terms of the Sublease to the extent and
only to the extent that the Sublease does not enlarge Tenant's rights under the
Lease, give Subtenant any right not granted under the Lease, or increase
Landlord's responsibilities or obligations under the Lease, and subject to the
following terms and conditions:

      2.1   NO WAIVER. Nothing herein contained shall be construed to modify,
waive, impair or affect any of the covenants and agreements contained in the
Lease (except as may be herein expressly provided), including without limitation
any of the covenants or agreements contained in Article 14 [Assignment and
Subletting] of the Lease, or to waive any breach of Tenant in the due keeping,
performance or observance thereof.

      2.2   NO RELEASE OF TENANT. This Consent shall not be construed as a
release of Tenant from any liability, whether past, present or future, under the
Lease. Tenant shall be and remain liable and responsible for the due keeping,
performance and observance throughout the term of the Lease, of all of the
covenants and agreements therein set forth on the part of Tenant to be kept,
performed and observed, including without limitation the obligation for the
payment of the fixed rent, additional rent and all other sums now and/or
hereinafter becoming payable thereunder, expressly including as such additional
rent, any and all charges for any property, material, labor, utility or other
services furnished or rendered by Landlord in or in connection with the Premises
demised by the Lease, whether for, or at the request of, Tenant or Subtenant.

      2.3   SUBORDINATE TO LEASE. The Sublease shall be subject and subordinate
at all times to the Lease, and to all of the covenants and agreements of the
Lease and of this Consent, and Subtenant shall not do, permit or suffer anything
to be done in, or in connection with, Subtenant's use or occupancy of the Sublet
Premises which would violate any of such covenants and agreements. Landlord
shall have the right, but not the obligation, to enforce the provisions of the
Sublease, including collection of rent reserved thereunder.

      2.4   SUBLETTING OR ASSIGNING. This Consent shall not be construed as a
consent by the Landlord to, or as permitting, any other or further subletting or
any assignment by either Tenant or Subtenant.

      2.5   USE. The Sublet Premises shall (subject to all of the covenants and
agreements of the Lease) be used solely for general office purposes.

                                      G-3


      2.6   RELATIONSHIP WITH LANDLORD. Tenant hereby assigns and transfers to
Landlord the Tenant's interest in the Sublease and all rentals and income
arising therefrom, subject to the terms of this Section 2.6. Landlord, by
consenting to the Sublease agrees that until a default shall occur in the
performance of Tenant's obligations under the Lease, Tenant may receive, collect
and enjoy the rents accruing under the Sublease. In the event Tenant shall
default in the performance of its obligations to Landlord as set forth in
Article 19 of the Lease (whether or not Landlord terminates the Lease), Landlord
may, at its option by notice to Tenant either (i) terminate the Sublease, (ii)
elect to receive and collect, directly from Subtenant, all rent and any other
sums owing and to be owed under the Sublease, as further set forth in Section
2.6(a) below, or (iii) elect to succeed to Tenant's interest in the Sublease and
cause Subtenant to attorn to Landlord, as further set forth in Section 2.6(b)
below.

            (a)   LANDLORD'S ELECTION TO RECEIVE RENTS. Landlord shall not, by
reason of the Sublease, or by reason of the collection of rents or any other
sums from the Subtenant pursuant to Section 2.6(ii) above, be deemed liable to
Subtenant for any failure of Tenant to perform and comply with any obligation of
Tenant, and Tenant hereby irrevocably authorizes and directs Subtenant, upon
receipt of any written notice from Landlord stating that a default exists in the
performance of Tenant's obligations under the Lease, to pay to Landlord the
rents and any other sums due and to become due under the Sublease. Tenant agrees
that Subtenant shall have the right to rely upon any such statement and request
from Landlord, and that Subtenant shall pay any such rents and any other sums to
Landlord without any obligation or right to inquire as to whether such default
exists and notwithstanding any notice from or claim from Tenant to the contrary.
Tenant shall not have any right or claim against Subtenant for any such rents or
any other sums so paid by Subtenant to Landlord. Landlord shall credit Tenant
with any rent received by Landlord under such assignment, but the acceptance of
any payment on account of rent from the Subtenant as the result of any such
default shall in no manner whatsoever be deemed an attornment by the Landlord to
Subtenant or by Subtenant to Landlord, be deemed a waiver by Landlord of any
provision of the Lease or serve to release Tenant from any liability under the
terms, covenants, conditions, provisions or agreements under the Lease.
Notwithstanding the foregoing, any other payment of rent from the Subtenant
directly to Landlord, regardless of the circumstances or reasons therefor, shall
in no manner whatsoever be deemed an attornment by the Subtenant to Landlord in
the absence of a specific written agreement signed by Landlord to such an
effect.

            (b)   LANDLORD'S ATTORNMENT ELECTION. In the event Landlord elects,
at its option, to cause Subtenant to attorn to Landlord pursuant to Section
2.6(iii) above, Landlord shall undertake the obligations of Tenant under the
Sublease from the time of the exercise of the option, but Landlord shall not be
(i) liable for any prepayment of more than one month's rent or any security
deposit paid by Subtenant, (ii) liable for any previous act or omission of
Tenant under the Lease or for any other defaults of Tenant under the Sublease,
(iii) subject to any defenses or offsets previously accrued which Subtenant may
have against Tenant or (iv) bound by any changes or modifications made to the
Sublease without the written consent of Landlord.

      2.7   ALTERATIONS. This Consent is expressly conditioned upon compliance
by the Tenant and Subtenant with Article 8 [Additions and Alterations] of the
Lease, with respect to alterations, repairs, additions, or improvements in, to
or about the Premises.

      2.8   SUBLEASE. Tenant and Subtenant have represented that the attached
Sublease is a true and complete copy of the Sublease, and agree that a true and
complete copy of each amendment thereto shall be delivered to Landlord within
ten (10) days after the execution and delivery thereof by the parties thereto,
it being understood that Landlord shall not be deemed to be a party to said
Sublease or any other amendment nor bound by any of the covenants or agreements
thereof, and that neither the execution and delivery of this Consent, nor the
receipt by Landlord of a copy of said Sublease or of a copy of any such
amendment, shall be deemed to change any provision of this Consent or to be a
consent to, or an approval by Landlord of any covenants or agreement contained
in said Sublease or any such amendment.

      2.9   TRANSFER PREMIUM. If there is any Transfer Premium from the
Sublease, as defined in Article 14 of the Lease, Tenant shall pay to Landlord
50% of such Transfer Premium as additional rent pursuant to the terms of the
Lease.

      2.10  CONSIDERATION FOR SUBLEASE. Tenant and Subtenant represent and
warrant that there are no additional payments of rent or any other consideration
of any type payable by Subtenant to Tenant with regard to the Sublet Premises
other than as disclosed in the Sublease.

                                      G-4


      2.11  RECAPTURE. This Consent shall in no manner be construed as limiting
Landlord's ability to exercise its rights to recapture any portion of the
Premises in excess of 8,000 rentable square feet, as set forth in Section 14.4
of the Lease, in the event of a proposed future sublease or assignment of such
portion of the Premises.

      2.12  MATTERS REQUIRING NOTICE TO LANDLORD. Tenant has agreed to give
Landlord immediate notice when any one or more of the following conditions
arise:

            (a)   The Sublease expires or is terminated;

            (b)   The rent due pursuant to the Sublease is adjusted;

            (c)   Subtenant renews or extends the term of the Sublease pursuant
to the Sublease; or

            (d)   Subtenant subleases additional space pursuant to the Sublease.

3.    GENERAL PROVISIONS.

      3.1   BROKERAGE COMMISSION. Tenant and Subtenant covenant and agree that
under no circumstances shall Landlord be liable for any brokerage commission or
other charge or expense in connection with the Sublease, and Tenant and
Subtenant agree to protect, defend, indemnify and hold Landlord harmless from
the same and from any cost or expense (including, but not limited to, attorneys'
fees) incurred by Landlord in resisting any claim for any such brokerage
commission.

      3.2   CONTROLLING LAW. The terms and provisions of this Agreement shall be
construed in accordance with and governed by the laws of the State of
California.

      3.3   BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their heirs, successors and assigns. As used
herein, the singular number includes the plural and the masculine gender
includes the feminine and neuter.

      3.4   CAPTIONS. The paragraph captions utilized herein are in no way
intended to interpret or limit the terms and conditions hereof; they are
intended for purposes of convenience only.

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

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

      3.7   CONFLICTS. In the event of any conflict between the Sublease and the
Lease, or between the Sublease and this Consent, the Lease or this Consent, as
applicable, shall prevail. In the event of any conflict between this Consent and
the Lease, the Lease shall prevail.

                                      G-5


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

                           LANDLORD:

                           WILSHIRE COURTYARD, L.L.C.
                           a Delaware limited liability company

                           By: ___________________________________
                               Name: _____________________________
                               Title: ____________________________
                               Date Signed: ______________________

                           TENANT:

                           WPT ENTERPRISES, INC.,
                           a Delaware corporation

                           By: ___________________________________
                               Name: _____________________________
                               Title: ____________________________
                               Date Signed: ______________________

                           SUBTENANT:

                           ____________________________
                           a __________________________

                           By: ___________________________________
                               Name: _____________________________
                               Title: ____________________________
                               Date Signed: ______________________

                                      G-6


                                   EXHIBIT "A"

                                  THE SUBLEASE

                                [To be Attached]

                                      GA-1


                                    EXHIBIT H

                            FORM OF LETTER OF CREDIT

Date:___________ __, ______

IRREVOCABLE STANDBY LETTER OF CREDIT  NUMBER:_______________



   BENEFICIARY/LANDLORD           APPLICANT/TENANT             ISSUING BANK
                                                      
___________________________   ___________________________   ___________________________
___________________________   ___________________________   ___________________________
___________________________   ___________________________   ___________________________
Attention: ________________   Attention: ________________   Attention: ________________
Facsimile No.: ____________   Facsimile No.: ____________   Facsimile No.: ____________


Amount:  US $__________________

__________________________________________________________________UNITED STATES
DOLLARS

Expiration Date:  ______________________, at our counters.

We hereby establish in favor of [LANDLORD NAME], a _______________
("BENEFICIARY") our Irrevocable Letter of Credit No. _____________ in the amount
of ________________ Dollars ($______ ) for the account of [TENANT NAME], a , or
its affiliates, successors, assigns or subtenants ("TENANT"). Funds, up to the
maximum aggregate amount available under this Letter of Credit, are payable by
__________________ ("BANK") within two (2) business days after Bank's receipt on
or prior to Bank's close of business on the Expiration Date, of one or more draw
statements purportedly signed by Beneficiary's authorized officer or
representative or, if this Letter of Credit is transferred, by an authorized
officer or representative of any transferee beneficiary.

Each draw statement should be addressed to Bank, reference this Letter of Credit
by number, specify the amount of the draw request, set forth wire transfer
instructions and state in substance (with the amount of the draw request and
wire transfer instructions completed) the following: the Beneficiary is entitled
to make a draw on Letter of Credit No. ______________ in the amount of
$__________________ under the provisions of the Lease dated as of
_______________ between [LANDLORD NAME] and Tenant with respect to premises in
the office building located at , Los Angeles, California (the "Lease") and that
(1) an Event of Default by Tenant has occurred under the Lease, or in lieu of
item (1) above, (2) an Event of Default would exist and be continuing under the
Lease but Landlord is barred by applicable law from sending a notice of default
to Tenant with respect thereto, or in lieu of item (1) or (2) above, (3) Tenant
has failed to renew or replace this Letter of Credit at least thirty (30) days
prior to any expiration date hereof, and Beneficiary hereby makes demand upon
Bank for payment of US $____________ per this Letter of Credit and the sum being
drawn does not exceed the amount available on the date hereof to be drawn under
this Letter of Credit. Funds in respect of this draw request should be wire
transferred to ___________________ bank, routing no. __________, account
no._________________ for credit to the account of ________________.

This Letter of Credit shall expire on ___________________ but such expiration
date shall be automatically extended without notice or amendment for periods of
one (1) year on each successive expiration date, but in no event later than the
LC Expiration Date, as defined in lease Section 22.1 [estimated to be
_______________], unless at least sixty (60) days before any expiration date, we
notify you by registered mail or overnight courier service at the above address,
that this Letter of Credit is not extended beyond the current expiration date.

                                      H-1


Draw requests need not be presented as originals and may be submitted in person,
by courier, by mail or by facsimile to Bank's address or facsimile number stated
above not later than the LC Expiration Date, as defined in Lease Section 22.1
[estimated to be_________________].

Draw requests drawn hereunder must be marked: "Drawn under ___________, Standby
Letter of Credit Number ______________ issued ____________, ____."

This Letter of Credit is transferable in its entirety without any limit on the
number of such transfers upon Bank's receipt of a transfer request in the form
attached as Schedule 1 signed by the then current Beneficiary. The charge for
each transfer is limited to $100 and shall be paid by the Beneficiary. This
Letter of Credit is transferable provided that such transfer would not violate
any governmental rule, order or regulation applicable to Bank.

Except as expressly provided herein to the contrary, this Letter of Credit is
subject to the International Standby Practices 1998 (ICC Publication No. 590).
Bank hereby waives and disclaims rights of subrogation in respect of any draw
made by Beneficiary, whether arising under the Uniform Commercial Code or
otherwise.

If you require any assistance or have any questions regarding this transaction,
please call ______________________.

_________________________________              _________________________________
Authorized Officer                             Authorized Officer

                                      H-2


                                   SCHEDULE 1

    REQUEST FOR ENTIRE ABSOLUTE AND IRREVOCABLE TRANSFER OF LETTER OF CREDIT
                        WITHOUT SUBSTITUTION OF INVOICES

_________________________           _______________________,    20__
Name

____________________________         Letter of Credit No. _____________________

Address
_____________________________        Issued By ________________________________

                                     To: ______________________________________

We request you to transfer all of our rights as beneficiary under the Letter of
Credit referenced above to the new beneficiary named below:

_______________________________________________________________________________
Name of New Beneficiary

_______________________________________________________________________________
Address

By this transfer, all our rights as the original beneficiary, including all
rights to make drawings under the Letter of Credit, go to the new beneficiary.
The new beneficiary shall have sole rights as beneficiary, whether existing now
or in the future, including sole rights to agree to any amendments, including
increases or extensions or other changes. All amendments will be sent directly
to the new beneficiary without the necessity of consent by or notice to us.

For your transfer fee:

The signature and title at the right        Enclosed is our check for $________
conform with those shown in our files as
authorized to sign for the beneficiary.
Policies governing signature                or
authorization as required for
withdrawals from customer accounts shall
also be applied to the authorization of
signatures on this form.                    You may debit my/our account
                                            No. ____--__

_______________________________________     We also agree to pay you on demand
Name of Bank                                any expenses which may be incurred
                                            by you in connection with this
                                            transfer.

_______________________________________     ____________________________________
Authorized signature and title              Name of Beneficiary

                                            ____________________________________
                                            Name of authorized signer and title

                                            ____________________________________
                                            Authorized signature

                                      H-3


RECORDING REQUESTED BY AND
WHEN RECORDED, RETURN TO:

                     Above Space for Recorder's Office Only

                                 SUBORDINATION,
                    NON-DISTURBANCE AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "AGREEMENT")
dated as of September 29, 2004 is entered into by and among WPT ENTERPRISES,
INC., a Delaware corporation, whose address is 1041 N. Formosa, Formosa
Building, Suite 99, Hollywood, CA 90045 ("TENANT"), WILSHIRE COURTYARD L.L.C. or
its designee, having an office at 5750 Wilshire Boulevard, Los Angeles,
California 90036, ("LANDLORD"), and HYPO REAL ESTATE CAPITAL CORPORATION, as
Subservicer for Wells Fargo Bank, National Association, as Master Servicer for
LaSalle Bank National Association, as Trustee for the Holders of HVB Mortgage
Capital Corp., Commercial Mortgage Pass-Through Certificates, Series 2003-FL1
("Lender"), as successor in interest to the lender under the Credit Agreement
relating to the Loan referred to below, having an office at 622 Third Avenue,
New York, New York 10017, and each of their respective successors and assigns.

                                   WITNESSETH:

      WHEREAS, Landlord is the owner of the real property described in Exhibit A
attached hereto, together with the improvements thereon (the "PROPERTY");

      WHEREAS, Landlord or its predecessor and Tenant have entered into a
certain Lease, as the same may have been or may hereafter be amended, modified,
renewed, extended or replaced (the "LEASE"), leasing to Tenant a portion of the
Property as more particularly described in the Lease (the "PREMISES");

      WHEREAS, Lender has agreed to make a certain mortgage loan to Landlord
(the "LOAN"), which is evidenced by Landlord's Promissory Notes (the "NOTES")
dated as of November 1, 2000, and secured by, among other things, a certain
Amended and Restated Deed of Trust (the "DEED OF TRUST"), and a certain first
priority Amended and Restated Assignment of Leases and Rents and Revenues (the
"ASSIGNMENT OF LEASES") each as amended as of April 28, 2003; and

      WHEREAS, Lender, Landlord and Tenant desire to confirm their understanding
with respect to the Lease and the Loan and the rights of Tenant and Lender
thereunder.

                                       1



      NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      1. Subordination. The Lease is and shall be subject and subordinate to the
Deed of Trust, and to all renewals, modifications, replacements and extensions
thereof

      2. Non-Disturbance. If, at any time, Lender or any person or entity or any
of their successors or assigns who shall acquire the interest of Landlord under
the Lease through a foreclosure under the terms of the Deed of Trust, the
exercise of the power of sale under the Deed of Trust, a deed-in-lieu of
foreclosure, an assignment-in-lieu of foreclosure or otherwise (each, a "NEW
OWNER") shall succeed to the interests of Landlord under the Lease, so long as
Tenant is not in default under the Lease beyond any applicable notice, and cure
period (a "DEFAULT") under the Lease, the Lease shall continue in full force and
effect as a direct lease between the New Owner and Tenant, upon and subject to
all of the terms, covenants and conditions of the Lease, for the balance of the
term thereof. Tenant hereby agrees to attorn to and accept any such New Owner as
landlord under the Lease and to be bound by and perform all of the obligations
imposed by the Lease, and Lender, or any such New Owner of the Property, agrees
that it will not disturb the possession of Tenant and will be bound by all of
the obligations imposed on the Landlord by the Lease; provided, however, that
any New Owner shall not be:

            (a) liable for any act or omission of any prior landlord (including
Landlord) arising prior to the date upon which the New Owner shall succeed to
the interests of Landlord under the Lease; or

            (b) subject to any claims, offsets or defenses which Tenant might
have against any prior landlord (including Landlord) arising prior to the date
upon which the New Owner shall succeed to the interests of Landlord under the
Lease; or

            (c) bound by any rent or additional rent which Tenant might have
paid in advance to any prior landlord (including Landlord) for a period in
excess of one (1) month or by any security deposit, cleaning deposit or other
prepaid charge which Tenant might have paid in advance to any prior landlord
(including Landlord), except to the extent that such New Owner actually comes
into exclusive possession of the same; or

            (d) responsible for the making of any improvement to the Property or
repairs in or to the Property in the case of damage or destruction of the
Property or any part thereof due to fire or other casualty or by reason of
condemnation unless such New Owner shall be obligated under the Lease to make
such repairs and shall have received insurance proceeds or condemnation awards
sufficient to finance the completion of such repairs; or

            (e) obligated to make any payment to Tenant except for the timely
return of any security deposit actually received by such New Owner.

      The prior landlord (including Landlord) shall remain liable for any act or
omission of any prior landlord arising prior to the date upon which a New Owner
shall succeed to the interests of Landlord under the Lease. Nothing contained
herein shall prevent Lender from naming or joining Tenant in any foreclosure or
other action or proceeding initiated by Lender pursuant to

                                       2



the Deed of Trust to the extent necessary under applicable law in order for
Lender to avail itself of and complete the foreclosure or other remedy, but such
naming or joinder shall not be in derogation of the rights of Tenant as set
forth in this Agreement.

      3. Notice. Notices to Lender hereunder or under the Lease shall be in
writing and shall be delivered by hand or mailed by registered or certified
United States mail, postage prepaid and return receipt requested, to its address
at 622 Third Avenue, New York, New York 10017, or to such other address as
Lender may specify from time to time by written notice to Tenant.

      4. Cure by Lender of Landlord Defaults. Tenant hereby agrees that from and
after the date hereof, in the event of any act or omission by Landlord which
would give Tenant the right, either immediately or after the lapse of time, to
terminate or cancel the Lease or to claim a partial or total eviction, or to
abate or reduce rent, Tenant will not exercise any such right until it has given
written notice of such act or omission to Lender, and Lender has failed within
thirty (30) days after both receipt of such notice by Lender and the time when
Lender shall have become entitled under the terms of the Deed of Trust to remedy
the same, to commence to cure such act or omission within such period and
thereafter diligently prosecute such cure to completion, provided that in the
event Lender cannot commence such cure without possession of Property, Tenant
will not exercise any such right if Lender commences judicial or non-judicial
proceedings to obtain possession within such period and thereafter diligently
prosecutes such efforts and cure to completion; further, Tenant shall not, as to
Lender, require cure of any such act or omission which is not susceptible to
cure by Lender.

      5. Payments to Lender and Exculpation of Tenant. Tenant is hereby notified
that the Lease and the rent and all other sums due thereunder have been assigned
to Lender as security for the Loan. In the event that Lender or any future party
to whom Lender may assign the Deed of Trust notifies Tenant of a default under
the Deed of Trust and directs that Tenant pay its rent and all other sums due
under the Lease to Lender or to such assignee, Tenant shall honor such direction
without inquiry and pay its rent and all other sums due under the Lease in
accordance with such notice. Landlord agrees that Tenant shall have the right to
rely on any such notice from Lender or any such assignee without incurring any
obligation or liability to Landlord, and Tenant is hereby instructed to
disregard any notice to the contrary received from Landlord or any third party.

      6. Limitation of Liability. Lender shall not, either by virtue of the Deed
of Trust, the Assignment or Leases or this Agreement, be or become a
mortgagee-in-possession or be or become subject to any liability or obligation
under the Lease or otherwise until Lender shall have acquired the interest of
Landlord in the Premises, by foreclosure or otherwise, and then such liability
or obligation of Lender under the Lease shall extend only to those liabilities
or obligations accruing subsequent to the date that Lender has acquired the
interest of Landlord in the Premises as modified by the terms of this Agreement.
In addition, upon such acquisition, Lender shall have no obligation, nor incur
any liability, beyond Lender's then equity interest, if any, in the Premises.
Furthermore, in the event of the assignment or transfer of the interest of
Lender under this Agreement, all obligations and liabilities of Lender under
this Agreement shall terminate and, thereupon, all such obligations and
liabilities shall be the sole responsibility of the party to whom Lender's
interest is assigned or transferred.

                                       3



      7.    Miscellaneous.

            (a) Tenant agrees that this Agreement satisfies any condition or
requirement in the Lease relating to the granting of a non-disturbance
agreement.

            (b) This Agreement shall inure to the benefit of the parties hereto
and their respective successors and assigns as are permitted under the Lease.

            (c) The captions appearing under the paragraph number designations
of this Agreement are for convenience only and are not a part of this Agreement
and do not in any way limit or amplify the terms and provisions of this
Agreement.

            (d) This Agreement may be executed in any number of separate
counterparts, each of which shall be deemed an original, but all of which,
collectively and separately, shall constitute one and the same agreement.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates set forth adjacent to their signatures below to be effective as of the
date of the Mortgage.

                                         TENANT:

                                         WPT ENTERPRISES, INC.,
                                         a Delaware corporation

                                         By: /s/ Adam Pliska
                                             ------------------------------
                                         Name: Adam Pliska
                                         Title: Dir of Bus Legal Affair

                                         LANDLORD:

                                         WILSHIRE COURTYARD, L.L.C.

                                         By: /s/ Edward W. Cook
                                             ------------------------------
                                         Name: Edward W. Cook
                                         Title: Authorized Signatory

                                       4



                                         LENDER:

                                         Hypo Real Estate Capital Corporation,
                                         as Subservicer for Wells Fargo Bank,
                                         National Association, as Master
                                         Servicer for LaSalle Bank National
                                         Association, as Trustee for the Holders
                                         of HVB Mortgage Capital Corp.,
                                         Commercial Mortgage Pass-Through
                                         Certificates, Series 2003-FL1

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________

                                       5



                                                        LAURA WEINER
                                                    Commission # 1488224
                                                 Notary Public - California
                                                     Los Angeles County
                                                My Comm. Expires May 7, 2008

STATE OF CALIFORNIA            )
                               ) ss.
COUNTY OF                      )

      On Sept 29, 2004, before me, Laura Weiner, a Notary Public in and for said
state, personally appeared Adam Pliska, (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument, the person, or the entity
upon behalf of which the person acted, executed the instrument.

      WITNESS my hand and official seal.

                                        /s/ Laura Weiner
                                        ----------------------------------------
                                        Notary Public in and for said State

(SEAL)

STATE OF CALIFORNIA            )
                               ) ss.
COUNTY OF                      )

      On_______________________, before me,_________________________, a Notary
Public in and for said state, personally appeared______________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument, the person, or the entity upon
behalf of which the person acted, executed the instrument.

      WITNESS my hand and official seal.

                                             ___________________________________
                                             Notary Public in and for said State

(SEAL)

                                       6



STATE OF CALIFORNIA            )
                               ) ss.
COUNTY OF                      )

      On_________________________, before me,________________________, a Notary
Public in and for said state, personally appeared _____________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument, the person, or the entity upon
behalf of which the person acted, executed the instrument.

      WITNESS my hand and official seal.

                                             ___________________________________
                                             Notary Public in and for said State

(SEAL)

                                       7



                                    EXHIBIT A

                          LEGAL DESCRIPTION OF PROPERTY

PARCEL 1:

LOTS 1 TO 8, 45 TO 52, 87 TO 93, 127 TO 135,290,291, AND 293 OF TRACT NO. 5798
IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER
MAP RECORDED IN BOOK 68 PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.

EXCEPT THOSE PORTIONS OF LOTS 45 AND 46 LYING WESTERLY OF THE SOUTHERLY
PROLONGATION OF THE WESTERLY LINE OF LOT 291 OF SAID TRACT NO. 5798.

PARCEL 2:

LOTS 85, 86 AND 292 OF TRACT NO. 5798, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 68 PAGES 23 OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 3:

THAT PORTION OF SIERRA BONITA AVENUE, 60 FEET WIDE AND OF VARIABLE-WIDTH SHOWN
AND DEDICATED ON THE MAP OF TRACT NO. 5798, AS PER MAP RECORDED IN BOOK 68 PAGES
23 AND 24 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY,
ADJOINING LOTS 45 TO 52, INCLUSIVE, LOTS 86 TO 93, INCLUSIVE, LOTS 291 AND 292,
ALL OF SAID TRACT NO. 5798, BOUNDED NORTHERLY BY THE WESTERLY PROLONGATION OF
THE STRAIGHT NORTHERLY LINE OF SAID LOT 292, SHOWN AS HAVING A LENGTH OF 66.09
FEET AND BOUNDED SOUTHERLY BY A LINE PARALLEL WITH AND DISTANT 13 FEET NORTHERLY
MEASURED AT RIGHT ANGLES AND RADIALLY FROM THE STRAIGHT SOUTHERLY LINE OF SAID
52 SHOWN AS HAVING A LENGTH OF 114.80 FEET AND THE CURVE SOUTHERLY LINE OF SAID
LOT 93 SHOWN AS HAVING A LENGTH OF 120.40 FEET, SAID PARALLEL LINE TO CONNECT SO
THAT THE CURVED LINE IS TANGENT TO THE STRAIGHT LINE.

PARCEL 4:

ALL BUILDINGS AND IMPROVEMENTS SITUATED ON LOT 44 OF TRACT NO. 5798, IN THE CITY
OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED
IN BOOK 68 PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 4A:

ALL BUILDINGS AND IMPROVEMENTS SITUATED ON THAT PORTION OF LOT 45 OF TRACT NO.
5798, LYING WESTERLY OF THE SOUTHERLY PROLONGATION OF THE

                                       8



WESTERLY LINE OF LOT 291 OF SAID TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 68 PAGES 23 AND 24
OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 4B:

ALL BUILDINGS AND IMPROVEMENTS SITUATED ON THAT PORTION OF LOT 46 OF TRACT NO.
5798, LYING WESTERLY OF THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF LOT
291 OF SAID TRACT, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 68 PAGES 23 AND 24 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

LOT 44 OF TRACT NO. 5798, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 68 PAGE 23 OF MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL BUILDINGS AND IMPROVEMENTS SITUATED ON SAID LAND.

PARCEL 5A:

THAT PORTION OF LOT 45 OF TRACT NO. 5798, LYING WESTERLY OF THE SOUTHERLY
PROLONGATION OF THE WESTERLY LINE OF LOT 291 ON SAID TRACT, IN THE CITY OF LOS
ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
68 PAGES 23 AND 24 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL BUILDINGS AND IMPROVEMENTS SITUATED ON SAID LAND.

PARCEL 5B:

THAT PORTION OF 46 OF TRACT NO. 5798, LYING WESTERLY OF THE SOUTHERLY
PROLONGATION OF THE WESTERLY LINE OF LOT 291 OF SAID TRACT, IN THE CITY OF LOS
ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
68 PAGES 23 AND 24 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL BUILDINGS AND IMPROVEMENTS SITUATED ON SAID LAND.

                                       9

EX-10.2

                                                                    Exhibit 10.2

                             [Portions herein identified by ** have been omitted
                            pursuant to a request for confidential treatment and
                                  have been filed separately with the Commission
                               pursuant to Rule 24b-2 of the Securities Exchange
                                                        Act of 1934, as amended]

As of August 18, 2004

WPT Enterprises, Inc.
Attn:  Steve Lipscomb
1041 North Formosa Avenue
Suite 99
West Hollywood, CA  90047

        RE:    "WORLD POKER TOUR" - AMENDMENT NUMBER 5 TO SEASON 2 AGREEMENT
               (CID#1002911)
               (CONTRACT #: WPT003/ACQ/TRV/PL/SC/CG)

Dear Ladies and Gentlemen:

        Reference is made to (i) that certain master agreement (the "Master
Agreement") dated as of August 22, 2003 between WPT ENTERPRISES, INC. f/k/a
WORLD POKER TOUR, L.L.C. ("Producer") and THE TRAVEL CHANNEL, L.L.C. ("TRV");
(ii) that certain agreement attached to the Master Agreement (the "Attachment"),
dated as of August 22, 2003 between Producer and TRV in connection with the
second season of the television production currently known as the "World Poker
Tour" (the "Program"); (iii) that certain fully executed Amendment to Season 2
Agreement (the "First Amendment"), dated as of April 22, 2004; (iv) that certain
fully executed Amendment Number 2 to Season 2 Agreement (the "Second
Amendment"), dated as of May 10, 2004; (v) that certain fully executed Amendment
Number 3 to Season 2 Agreement dated as of July 23, 2004 (the "Third Amendment")
and (vi) that certain fully executed Amendment Number 4 to Season 2 Agreement
(the "Fourth Amendment"), dated as of June 25, 2004. The Master Agreement and
the Attachment, as amended by the First Amendment, the Second Amendment, the
Third Amendment and the Fourth Amendment, are collectively hereinafter referred
to as the "Agreement."

        Except as otherwise defined herein, capitalized terms used but not
defined herein shall have the meanings set forth in the Agreement. The parties
hereby agree that the Agreement shall be supplemented and amended as follows:

1.      Producer hereby agrees to produce, in addition to the previously ordered
        First Additional Special - Season 3 program, a one (1) hour Additional
        Special tentatively entitled "Poker Corner" to be produced in connection
        with Season 3 of the Program and such Additional Special shall
        hereinafter be referred to as the "Second Additional Special - Season 3"
        (i.e., "Poker Corner").



2.      In consideration for the performance by Producer of its obligations
        hereunder and under the Agreement in connection with the Second
        Additional Special - Season 3 (i.e., the "Poker Corner" Additional
        Special), TRV agrees to pay Producer, and Producer agrees to accept, a
        License Fee in the amount of ** Dollars ($ ** ) for the Second
        Additional Special - Season 3. The License Fee will be paid by TRV to
        Producer in accordance with the terms of the Agreement, including,
        without limitation, a payment of $ ** (i.e., ** % of $ ** within
        fourteen (14) days of the receipt of insurance policies required to be
        delivered as Program Materials for the Second Additional Special -
        Season 3.

3.     The production and exploitation of the Second Additional Special - Season
       3 is in all respects subject to the terms of the Agreement as applicable
       to Additional Specials, as the same may be amended from time to time,
       except as amended hereby, provided that TRV hereby approves the
       Production Schedule for the Second Additional Special - Season 3 attached
       hereto as Exhibit A, the Payment Schedule for the Second Additional
       Special - Season 3 attached hereby as Exhibit B, and the Production
       Budget for the Second Additional Special - Season 3 attached hereto as
       Exhibit C.

        Except as otherwise herein expressly amended and supplemented, the
Agreement is in all other aspects hereby ratified and confirmed. Please
acknowledge your acceptance of the foregoing by signing in the space provided
below.

                                       Very truly yours,

                                       THE TRAVEL CHANNEL, L.L.C.



                                       By:  /s/ Daniel W. Russell
                                            ------------------------------------
                                       Printed Name: Daniel W. Russell
                                       Title:  V.P. Programming
                                       Date:  August 20, 2004

WPT ENTERPRISES, INC.


By:  /s/ Steven Lipscomb
    ---------------------------
Printed Name:  Steven Lipscomb
Title:  President
Date:  August 19, 2004




                                    Exhibit A

                               Production Schedule
                      Second Additional Special - Season 3

                             One (1) Page To Follow


                                World Poker Tour
                              Season III 2004/2005
                                    ADDENDUM
                              Production Schedule
                             WPT Poker Corner Pilot




- --------------------------------------------------------------------------------------------------------------------------------
                                              PRE-                                    ROUGH      FINE
EP. #  EP TITLE               LOCATION        PROD.     PRODUCTION     POST PROD.      CUT       CUT      PROMO    DEL. MASTERS
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                        
325    WPT Poker Corner    Hollywood, CA     July 5 -    Aug. 16 -      Aug. 24 -     2-Sep     8-Sep     13-Sep     14-Sep
                                             Aug. 13     Aug. 23        Sept. 14
- --------------------------------------------------------------------------------------------------------------------------------




                                    Exhibit B

                                Payment Schedule
                      Second Additional Special - Season 3

                             One (1) Page To Follow


                                WORLD POKER TOUR
                                PAYMENT SCHEDULE




- ------------------------------------------------------------------------------------------------------------------------------------
                                                                              C
                                                                              **%
                                                                         PAYMENT WITHIN                   D
                                                                           14 DAYS OF                     **%
                                                                         DELIVERY TO AND               PAYMENT
                                           B               %             APPROVAL BY DCI            WITHIN 14 DAYS
                                           PAYMENT WITHIN 30              OF THE ALL                OF DELIVERY TO
                                            DAYS PRIOR TO                  PROGRAM                   AND APPROVAL
                              A         %    COMMENCEMENT                 PRODUCTION         C       BY DCI OF ALL       D
                     LICENSE  UPON MUTUAL  OF SCHEDULET WPT  B DELIVERY   MILESTONE       DELIVERY   FINAL PROGRAM    DELIVERY
EPISODE                FEE    EXECUTION        EVENTS            DATE     MATERIALS        DATE       MATERIALS        DATE
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                              
325 WPT Poker Corner             $**            $**           21-Jul-04     $**          14-Sep-04       $**          28-Sep-04  $**


TOTALS               $**         $**            $**                         $**                          $**                     $**

BALANCE DUE-PENDING ON TIME DELIVERY OF ELEMENTS:
- ------------------------------------------------------------------------------------------------------------------------------------



                                    Exhibit C

                                Production Budget
                      Second Additional Special - Season 3

                            Five (5) Pages To Follow



                                WORLD POKER TOUR
                             WPT POKER CORNER PILOT
               SET UP: Sunday, August 22 / VTR: Monday, August 23



- ---------------------------------------------------------------------------------------------------------------
   ACCT #                   DESCRIPTION                  QTY     UNIT     X      UNIT COST       SUBTOTAL
- ---------------------------------------------------------------------------------------------------------------
                                                                            
    1200     PRODUCER'S UNIT
- ---------------------------------------------------------------------------------------------------------------
    1202     Executive Producer                           **     week     1     **            **
- ---------------------------------------------------------------------------------------------------------------
    1203     Supervising Producer                                week     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    1203     Senior Producer                                     weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    1203     Producer                                            weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    1204     Associate Producer                                  weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    1299     Fringes                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    1300     DIRECTION
- ---------------------------------------------------------------------------------------------------------------
    1301     Director                                            allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    1400     CAST
- ---------------------------------------------------------------------------------------------------------------
    1401     Commentator - Mike Sexton                           allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    1402     Poker Pro - Annie Duke                              allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    1402     Poker Pro - Daniel Negrano                          allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    1402     Poker Pro - Phil Helmuth                            allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    1499     Fringes                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    1500     TRAVEL AND LIVING
- ---------------------------------------------------------------------------------------------------------------
    1523     Airfare                                              tix     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    1524     Lodging                                             nite     4                                  -
- ---------------------------------------------------------------------------------------------------------------
    1525     Per Diem                                            days     4                                  -
- ---------------------------------------------------------------------------------------------------------------
    1527     Transportation                                      allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
===============================================================================================================
             TOTAL ABOVE-THE-LINE                                                                            -
===============================================================================================================
    2000     PRODUCTION STAFF
- ---------------------------------------------------------------------------------------------------------------
    2001     Line Producer                                       weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    2002     Production Manager                                  weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    2007     Production Accountant                               weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    2009     Production Coordinator                              weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    2013     Production Assistants                               weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    2013     Set PAs                                             days     4                                  -
- ---------------------------------------------------------------------------------------------------------------
    2099     Fringes                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    3900     STAGE FACILITIES
- ---------------------------------------------------------------------------------------------------------------
    3931      Stage /Set Up/Shoot/Strike                         days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3931      Production Control Rooms - Included                days     1                -                 -
- ---------------------------------------------------------------------------------------------------------------
    3931      News Set - Included                                days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3931      Power - Lighting/AC                                days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3933      Dressing Rooms (1 office, 1 grn room)              days     1                -                 -
- ---------------------------------------------------------------------------------------------------------------
    3933      Make Up Room                                       days     1                -                 -
- ---------------------------------------------------------------------------------------------------------------
    3933      Wardrobe Room (extra dressing room)                days     1                -                 -
- ---------------------------------------------------------------------------------------------------------------
    3933      Lunch Room, Pkng, Trash PU, Shower                 days     1                -                 -
- ---------------------------------------------------------------------------------------------------------------
    3933      Phone Lines (Dressing Rooms)                       days     1                -                 -
- ---------------------------------------------------------------------------------------------------------------
    3903     Facilities Assistant                                days    1.5                                 -
- ---------------------------------------------------------------------------------------------------------------
    3981     Processing Fee (10% of personnel)                   allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    2200     SET DESIGN
- ---------------------------------------------------------------------------------------------------------------
    2201     Production Designer                                 allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    2202     Art Director                                        week     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    2204     Stagehands                                          days     5                                  -
- ---------------------------------------------------------------------------------------------------------------
    2299     Fringes                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    2300     SET CONSTRUCTION
- ---------------------------------------------------------------------------------------------------------------
    2321     Purchases                                           allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    2500     SET SHIPPING
- ---------------------------------------------------------------------------------------------------------------
    2521     Trucking                                            allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    2700     SET DRESSING
- ---------------------------------------------------------------------------------------------------------------
    2721     Graphics                                            allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    2721     Plasma Screen Rentals                        **     days     4           **              **
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------








- ---------------------------------------------------------------------------------------------------------------
   ACCT #                   DESCRIPTION                  QTY     UNIT     X      UNIT COST       SUBTOTAL
- ---------------------------------------------------------------------------------------------------------------
                                                                            
    2500     SET OPERATIONS
- ---------------------------------------------------------------------------------------------------------------
    2531      Scissor Lift/Man Lift (no charge)           **     days     1          **               **
- ---------------------------------------------------------------------------------------------------------------
    2506     Utility                                             days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    2509     Fringes                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    3200     LIGHTING
- ---------------------------------------------------------------------------------------------------------------
    3201     Lighting Director                                   days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3202     WPT Gaffer                                          days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3204     House Electric/Board Op                             days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3204     Electric (estimated time for refocus)               days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3231      Grip/Electric Package                              days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3223      Expendables                                        allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3299     Fringes                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    3300     CAMERA
- ---------------------------------------------------------------------------------------------------------------
    3302     Jib Operator                                         day     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3302     Ped Operators                                        day     3                                  -
- ---------------------------------------------------------------------------------------------------------------
    3331      Ped Cameras                                         day     3                                  -
- ---------------------------------------------------------------------------------------------------------------
    3331      1 Jib Camera                                        day     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3331      Jimmy Jib                                           day     1                                  -
- ---------------------------------------------------------------------------------------------------------------
             Fringes                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    3400     AUDIO
- ---------------------------------------------------------------------------------------------------------------
    3401     Audio Mixer                                         days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3402     A2 - Sean Mc Niel                                    day     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3431      Hard Line Mics                                      day     4                                  -
- ---------------------------------------------------------------------------------------------------------------
    3299     Fringes                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    3800     VIDEO
- ---------------------------------------------------------------------------------------------------------------
    3801     Engineer in Charge                                  days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3805     Technical Director                                  days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3806     Video Tape Operator                                 days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3807     Video Control                                       days     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3831      Floor Monitors                                     days     2                                  -
- ---------------------------------------------------------------------------------------------------------------
    3831      Digi Beta Decks Iso's                               day     5                                  -
- ---------------------------------------------------------------------------------------------------------------
    3831      MAV Playback Server                                 day     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3299     Fringes                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    3000     HAIR AND MAKE UP
- ---------------------------------------------------------------------------------------------------------------
    3001     Makeup Artist                                        day     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3039     Kit Rental                                          flat     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    3099     Fringes                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    3500     TRANSPORTATION
- ---------------------------------------------------------------------------------------------------------------
    3524     Mileage                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    3600     LOCATION
- ---------------------------------------------------------------------------------------------------------------
    3625     Crew meals                                          meal     2                                  -
- ---------------------------------------------------------------------------------------------------------------
    3626     Craft service                                        day     2                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    3700     PRODUCTION FILM AND LAB
- ---------------------------------------------------------------------------------------------------------------
    3702     Digi Beta x 94 minutes                              tape     20                                 -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
===============================================================================================================
             TOTAL PRODUCTION                                                                                -
===============================================================================================================

    4500     EDITORIAL
- ---------------------------------------------------------------------------------------------------------------
    4525     Post Supervisor                                     weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    4526     Post Coordinator                                    weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    4501     Editor                                              weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    4501     Online Editor                                       week     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    4502     Assistant Editor                                    weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    4527     Logger                                              week     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    4528     Transcription Service                               allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    4532     Avid Rental                                         weeks    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    4532     Unity Storage                                       week     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    4532     Online/Adrenaline                                   week     1                                  -
- ---------------------------------------------------------------------------------------------------------------
    4532     Misc. Deck Rental                            **     allow    1          **               **
- ---------------------------------------------------------------------------------------------------------------
    4599     Fringes                                             allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------







- ---------------------------------------------------------------------------------------------------------------
   ACCT #                   DESCRIPTION                  QTY     UNIT     X      UNIT COST       SUBTOTAL
- ---------------------------------------------------------------------------------------------------------------
                                                                            
    4900     POST VIDEO
- ---------------------------------------------------------------------------------------------------------------
    4902     Dubs                                         **     allow    1           **              **
- ---------------------------------------------------------------------------------------------------------------
    4901     Tape Stock                                          allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    4700     POST AUDIO
- ---------------------------------------------------------------------------------------------------------------
    4705     Mix                                                 allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    4708     VO Talent                                           allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    4600     MUSIC
- ---------------------------------------------------------------------------------------------------------------
    4602     Music Package                                       allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    5000     TITLES & OPTICALS
- ---------------------------------------------------------------------------------------------------------------
    5001     Graphics Package                                    allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
===============================================================================================================
             TOTAL POST PRODUCTION                                                                           -
===============================================================================================================

    6700     INSURANCE
- ---------------------------------------------------------------------------------------------------------------
    6507     Liability/Entertainment Package/E&O                 allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
    6800     OVERHEAD
- ---------------------------------------------------------------------------------------------------------------
    6821     Phone, Fax, DSL                                     allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    6823     Shipping and Postage                                allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    6834     Supplies                                            allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    6837     Office Equipment (computers, copier)                allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    6833     Office Rental/Parking                               month    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    6840     Legal Fees/Patent Settlement                        allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
    6840     Legal Fees                                          allow    1                                  -
- ---------------------------------------------------------------------------------------------------------------
                                                                                                             -
                                                                                             ------------------
===============================================================================================================
             TOTAL OTHER                                                                                     -
===============================================================================================================

- ---------------------------------------------------------------------------------------------------------------
             Contingency                                         allow    1                -                 -
- ---------------------------------------------------------------------------------------------------------------
             Producer Fee                                        allow    1                -                 -
- ---------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------
             GRAND TOTAL                                                                                     -
- ---------------------------------------------------------------------------------------------------------------

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Lyle Berman, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of WPT Enterprises, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	WPT Enterprises, Inc.’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for WPT Enterprises, Inc., and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to WPT Enterprises, Inc., including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	evaluated the effectiveness of WPT Enterprises, Inc.’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.	disclosed in this report any change in WPT Enterprises, Inc.’s internal control over financial reporting that occurred during WPT Enterprises, Inc.’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, WPT Enterprises, Inc.’s internal control over financial reporting;

5. WPT Enterprises, Inc.’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to WPT Enterprises, Inc.’s auditors and the audit committee of WPT Enterprises, Inc.’s board of directors or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect WPT Enterprises, Inc.’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in WPT Enterprises, Inc.’s internal control over financial reporting.

Date: November 17, 2004 /s/ Lyle Berman
Lyle Berman
Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, W. Todd Steele, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of WPT Enterprises, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	WPT Enterprises, Inc.’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for WPT Enterprises, Inc., and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to WPT Enterprises, Inc., including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	evaluated the effectiveness of WPT Enterprises, Inc.’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.	disclosed in this report any change in WPT Enterprises, Inc.’s internal control over financial reporting that occurred during WPT Enterprises, Inc.’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, WPT Enterprises, Inc.’s internal control over financial reporting;

5. WPT Enterprises, Inc.’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to WPT Enterprises, Inc.’s auditors and the audit committee of WPT Enterprises, Inc.’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect WPT Enterprises, Inc.’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in WPT Enterprises, Inc.’s internal control over financial reporting.

Date: November 17, 2004 /s/ W. Todd Steele
W. Todd Steele
Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of WPT Entertainment, Inc. (the “Company”) on Form 10-Q for the period ended October 3, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lyle Berman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 17, 2004	/s/ Lyle Berman
	Lyle Berman
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of WPT Enterprises, Inc. (the “Company”) on Form 10-Q for the period ended October 3, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, W. Todd Steele, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 17, 2004	/s/ W. Todd Steele
	W. Todd Steele
	Chief Financial Officer