Exhibit 10.15

                                COMMERCIAL LEASE

1. Basic Provisions ("Basic Provisions")

         1.1 Parties: This Lease ("Lease"), dated for reference purposes only
February 1, 2006 ("Effective Date"), is made by and between ARCO Securities,
Inc., a California corporation ("Lessor") and American Consolidated Management
Group, Inc., a Utah Corporation, ("Lessee"), (collectively the "Parties," or
individually a "Party").

         1.2 Premises: That certain real property, including all improvements
currently located thereon and to be provided by Lessor under the terms of this
Lease, commonly known by the street address of 1836 Lapham Drive, Modesto,
Stanislaus County, CA (Stanislaus County Tax Assessor's Parcel Number
036-1715-670) ("Property"), and generally described as Rooms 146 (Cooler), 149
(Conference Room), and the upstairs Training Room within the Dry Storage
Warehouse portion of the Building located on the Property ("Building"), as more
specifically shown on Exhibit A attached hereto ("Premises"). For purposes of
this Lease, the parties have agreed that the estimated rentable area of the
Premises is approximately 4395 square feet. (See Paragraph 2 for further
provisions.)

         1.3 Term: Twentyfour (24) months ("Term") commencing on the Delivery
Date (defined below) ("Commencement Date") and ending 24 months thereafter
("Expiration Date"). As soon as Lessor has determined the actual Commencement
Date, it shall prepare a Lease Term Acknowledgment Memorandum, reflecting the
actual Commencement Date and Expiration Date, and shall forward it to Lessee for
its signature.

         1.4 Early Possession: Lessor may (but shall not be obligated to)
provide Lessee with possession of the Premises prior to the Commencement Date
("Early Possession Date") (See Paragraphs 3.2 and 3.3 for further provisions.)

         1.5 Base Rent: For the initial twelve (12) months of the Term,
commencing on the Commencement Date, on or before the first day of each and
every month, Lessee shall pay base rent ("Base Rent") of $2856.75 per month.
Base Rent payable during the remainder of the intial Term, which also shall be
payable on or before the first day of each and every month, shall be payable in
the amounts set forth in Paragraph 50.

         1.6 Base Rent Paid Upon Execution: On execution of this Lease, Lessee
shall pay one (1) month's Base Rent of $2856.75 (prorated in the event the
Estimated Delivery Date occurs on other than the first day of any month) to be
applied towards the first month's Base Rent.

         1.7 Operating Expenses: During the Term, Lessee shall pay, or shall
reimburse Lessor for two percent (2 %) of certain expenses incurred in
maintaining and operating the Property and/or Building (collectively, "Operating
Expenses"). (See Paragraph 4.2 for further provisions.)

         1.8 Security Deposit: The sum of Four Thousand Two Hundred Eighty Five
Dollars ($4285), which is equal to 1 1/2 months rent, shall be paid by Lessee
and held by Lessor as a Security Deposit ("Security Deposit").
(See Paragraph 5 for further provisions.)

         1.9 Options to Extend. Lessee shall have an option to extend the Term
of this Lease, for a period of two (2) years. (See Paragraph 51 for further
provisions).

         1.10 Permitted Use: Research & Development, general office and storage
and related uses. (See Paragraph 6 for further provisions.)

         1.11 Insuring Party: Lessor is the "Insuring Party." (See Paragraph 8
for further provisions.)

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         1.12 Real Estate Brokers: The following real estate brokers
(collectively, the "Brokers") and brokerage relationships exist in this
transaction and are consented to by the Parties: No broker represents the Lessee
or Lessor. Lessor and Lessee warrant to each other that neither Party has
employed any other broker with respect to the transactions leading up to their
execution of this Lease.

         1.13 Lessor's Improvements: Lessor shall deliver the Premises to Lessee
in its "As Is" condition existing on the Effective Date. However, the Lessor
will credit the Lessee up to two months of rent for Lessee improvements.

         1.14 Lessee's Improvements: Lessee, at its sole expense, shall make
such alterations and improvements to the Premises (and, to the extent required,
to the areas of the Property immediately adjacent to the Premises) as are
necessary to bring the Premises to a point where it is useable for Lessee's
operation. Lessee shall install all items necessary to put the Premises in
condition for Lessee to operate its facility. Lessee specifically agrees to
accept the condition of the Premises "As Is."

         1.15 Guarantor. The obligations of the Lessee under this Lease are to
be guaranteed by __________________ ("Guarantor"). (See Paragraph 37 for further
provisions.)

2. Premises.

         2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases
from Lessor, the Premises, for the term, at the rental, and upon all of the
terms, covenants and conditions set forth in this Lease. Unless otherwise
provided herein, any statement of square footage set forth in this Lease, or
that may have been used in calculating rental and/or Operating Expenses, is an
approximation which Lessor and Lessee agree is reasonable and the rental based
thereon is not subject to revision whether or not the actual square footage is
more or less.

         2.2 Condition. Except as otherwise provided in Paragraph 1.13, above,
Lessor shall deliver the Premises to Lessee on the Delivery Date clean and free
of debris and in the condition specified in Paragraph 1.13.

         2.3 Acceptance of Premises. Lessee hereby acknowledges: (a) that it has
been advised to satisfy itself with respect to the condition of the Premises
(including but not limited to the electrical and fire sprinkler systems,
security, environmental aspects, compliance with Applicable Requirements (as
defined in Paragraph 6.3), including without limitation, the "Americans With
Disabilities Act") and the present and future suitability of the Premises for
Lessee's intended use; (b) that Lessee has made such investigation as it deems
necessary with reference to such matters and assumes all responsibility therefor
as the same relate to Lessee's occupancy of the Premises and/or the term of this
Lease, and (c) that neither Lessor, nor any of Lessor's agents, has made any
oral or written representations or warranties with respect to such matters other
than as are specifically set forth in this Lease.

3. Term.

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

         3.2 Early Possession. As specified in Paragraph 1.4 above, Lessor, in
its sole discretion, may permit Lessee to take possession of the Premises prior
to the Commencement Date. Notwithstanding such early possession, Base Rent shall
not commence until the Commencement Date; however, all other terms and
conditions of this Lease, (including but not limited to the obligation to pay
additional Real Property Taxes and insurance premiums and to maintain the
Premises) shall be in effect during such early possession period. Any such early
possession shall not affect nor advance the Expiration Date of the initial Term.

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         3.3 Delay in Possession. If for any reason the Delivery Date has not
occurred by the Estimated Delivery Date, Lessor shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease, or
the obligations of Lessee hereunder, or extend the Term hereof. Base Rent shall
not commence however, until the Delivery Date has actually occurred. If the
Delivery Date has not occurred within thirty (30) days after the Estimated
Delivery Date, Lessee shall have the right to terminate this Lease upon written
notice to Lessor given at any time prior to the Delivery Date actually having
occurred.

4. Rent.

         4.1 Base Rent. Lessee shall cause payment of Base Rent, and other rent
or charges, as the same may be adjusted from time to time, to be received by
Lessor in lawful money of the United States, without offset, demand or
deduction, on or before the day on which it is due under the terms of this
Lease. Base Rent and all other rent and charges for any period during the term
hereof which is for less than one (1) full calendar month shall be prorated
based upon the actual number of days of the calendar month involved. Payment of
Base Rent and other charges shall be made to Lessor at its address stated herein
or to such other persons or at such other addresses as Lessor may from time to
time designate in writing to Lessee.

         4.2 Operating Expenses.

                  (a) "Operating Expenses" is defined, for purposes of this
Lease, as all costs and expenses to be paid, or reimbursed to Lessor, by Lessee
for:

                           (i) Electrical service for operation of lights and
other devices in the parking and other exterior areas of the Property.

                           (ii) The operation, repair and maintenance, in neat,
clean, good order and condition of the following specific
facilities/improvements located within the defined space:

                                    (aa) Sprinkler system and other fire
detection systems

                                    (bb) Alarm system(s) and other security
devices

                                    (cc) landscaped areas, striping, bumpers,
outdoor lighting facilities, fences and gates.

                                    (dd) Pest control services

                           (iii) Salary, wages, taxes and other benefits of
security personnel providing services, to the extent the same are provided for
the benefit of the Property.

                           (iv) The premium(s) for insurance coverages required
to be maintained by Landlord pursuant to Paragraph 8.3(a), to the extent such
premium(s) exceed the premium(s) payable by Lessor for such coverage as of the
Effective Date.

                  (b) The inclusion of the improvements, facilities and services
set forth in Paragraphs 4.2 (a) (ii) and (iii) of the definition of Operating
Expenses shall not be deemed to impose an obligation upon Lessor to either have
said improvements or facilities or to provide those services unless the Property
already has the same, Lessor already provides the services or Lessor has agreed
elsewhere in this Lease to provide the same or some of them.

                  (c) Lessee shall pay all Operating Expenses to Lessor within
ten (10) days after Lessee's receipt of an invoice concerning such Operating
Expenses, which invoice shall be accompanied by copies of receipts, invoices or
other documentation concerning the Operating Expenses that are the subject of
the invoice. All Operating Expenses and other amounts payable by Lessee under
this Lease, in addition to Base Rent, shall be deemed rent; and Lessor shall

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have the same remedies for Lesse's failure to make timely payment of such
monetary amounts as are available to Lessor for Lessee's failure to make timely
payment of Base Rent.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the
Security Deposit set forth in Paragraph 1.8 as security for Lessee's faithful
performance of Lessee's obligations under this Lease. If Lessee fails to pay
Base Rent or other rent or charges due hereunder, or otherwise Defaults under
this Lease (as defined in Paragraph 13.1), Lessor may use, apply or retain all
or any portion of said Security Deposit for the payment of any amount due Lessor
or to reimburse or compensate Lessor for any liability, cost, expense, loss or
damage (including attorneys' fees) which Lessor may suffer or incur by reason
thereof. If Lessor uses or applies all or any portion of said Security Deposit,
Lessee shall within ten (10) days after written request therefor deposit moneys
with Lessor sufficient to restore said Security Deposit to the full amount
required by this Lease. Lessor shall not be required to keep all or any part of
the Security Deposit separate from its general accounts. Lessor shall, at the
expiration or earlier termination of the Term hereof and after Lessee has
vacated the Premises, return to Lessee (or, at Lessor's option, to the last
assignee, if any, of Lessee's interest herein), that portion of the Security
Deposit not used or applied by Lessor. Unless otherwise expressly agreed in
writing by Lessor, no part of the Security Deposit shall be considered to be
held in trust, to bear interest or other increment for its use, or to be
prepayment for any moneys to be paid by Lessee under this Lease.

6. Use.

         6.1 Use. Lessee shall use and occupy the Premises only for the purpose
set forth in Paragraph 1.10, or any other lawful use, which is comparable
thereto, and for no other purpose. Lessee shall not use or permit the use of the
Premises in a manner that creates waste or a nuisance, or that disturbs owners
and/or occupants of, or causes damage to, the Premsies, Building, Property,
neighboring premises and/or neighboring properties.

         6.2 Hazardous Substances.

                  a) Hazardous Materials Laws; Hazardous Materials. "Hazardous
Materials Laws" means any and all federal, state or local laws, ordinances,
rules, decrees, orders, regulations or court decisions (including the so-called
"common-law") relating to hazardous substances, hazardous materials, hazardous
waste, toxic substances, environmental conditions on, under or about the
Premises, or soil and ground water conditions, including, but not limited to,
the Comprehensive Environmental Response, Compensation and Liability Act of 1980
("CERCLA"), as amended, 42 U.S.C. ss.9601, et seq., the Resource Conservation
and Recovery Act ("RCRA"), 42 U.S.C. ss.6901, et seq., the Hazardous Materials
Transportation Act, 49 U.S.C. ss.1801, et seq., any amendments to the foregoing,
and any similar federal, state or local laws, ordinances, rules, decrees, orders
or regulations. "Hazardous Materials" means any chemical, compound, material,
substance or other matter that: (i) is a flammable explosive, asbestos,
radioactive material, nuclear medicine material, drug, vaccine, bacteria, virus,
hazardous waste, toxic substance, gasoline, petroleum product, polychlorinated
biphenyls or related injurious or potentially injurious material, whether
injurious or potentially injurious by itself or in combination with other
materials; (ii) is controlled, designated in or governed by any Hazardous
Materials Law; (iii) gives rise to any reporting, notice or publication
requirements under any Hazardous Materials Law; or (iv) gives rise to any
liability, responsibility or duty on the part of Tenant or Landlord with respect
to any third Person under any Hazardous Materials Law.

                  b) Use. Tenant shall not allow any Hazardous Material to be
used, generated, released, stored or disposed of on, under or about, or
transported from the Premises, unless: such use is conducted in full compliance
with the provisions of this Section 6.2 and 6.3 and are used, stored and
disposed of in strict accordance with all applicable Hazardous Materials Laws.
Lessee shall not engage in any activity in, on or about the Premises which
constitutes a Reportable Use (as hereinafter defined) of Hazardous Substances
without the express prior written consent of Lessor and compliance in a timely
manner (at Lessee's sole cost and expense) with all Applicable Requirements (as
defined in Paragraph 6.3). "Reportable Use" shall mean (i) the installation or
use of any above or below ground storage tank to hold a Hazardous Substance,
(ii) the generation, possession, storage, use, transportation, or disposal of a
Hazardous Substance that requires a permit from, or with respect to which a
report, notice, registration or business plan is required to be filed with, any
governmental authority. Reportable Use shall also include Lessee's being
responsible for the presence in, on or about the Premises or the Property of a

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Hazardous Substance with respect to which any Applicable Law requires that a
notice be given to persons entering or occupying the Property, Premises or
neighboring properties.Upon the expiration of the Term or sooner termination of
this Lease, Tenant shall remove any equipment, improvements or storage
facilities utilized by Tenant

                  c) Compliance With Laws. Tenant and its agents, contractors,
employees, assignees, sublessees, licensees, concessionaires, and invitees shall
strictly comply with, and shall maintain the Premises in compliance with, all
Hazardous Materials Laws. Tenant shall obtain and maintain in full force and
effect all permits, licenses and other governmental approvals required for
Tenant's operations on the Premises under any Hazardous Materials Laws and shall
comply with all terms and conditions thereof. At Landlord's request, Tenant
shall deliver copies of, or allow Landlord to inspect, all such permits,
licenses and approvals. Tenant shall not perform any monitoring, investigation,
clean-up, removal or other remedial work including, without limitation, the
preparation and implementation of any closure, remedial action or other required
plans in connection therewith (collectively, "Remedial Work") in response to the
presence of any Hazardous Materials in or about the Premises or the Project, nor
enter into any settlement agreement, consent decree or other compromise in
respect to any claims relating to any Hazardous Materials in any way connected
with the Premises or the Project, without first notifying Landlord of Tenant's
intention to do so and affording Landlord ample opportunity to appear or
otherwise appropriately assert and protect Landlord's interest with respect
thereto. Landlord shall have the right to intervene in any governmental action
or proceeding involving any Remedial Work, and to approve performance of the
work, in order to protect Landlord's interests. Upon Landlord's approval of the
work to be performed and provided that Landlord does not elect to perform said
work as provided hereinbelow, Tenant shall perform any Remedial Work required as
a result of any release or discharge by Tenant or any assignee or sublessee of
Tenant or their respective agents, contractors, employees, licensees,
concessionaires, or invitees of Hazardous Materials affecting the Premises or
the Project or any violation of Hazardous Materials Laws by Tenant or any
assignee or sublessee of Tenant or their respective agents, contractors,
employees, licensees, concessionaires, or invitees. Landlord shall have the
right, but not the obligation, to remedy any violation by Tenant of the
provisions of this Section 1 or to perform any Remedial Work which is necessary
or appropriate as a result of any governmental order, investigation or
proceeding and Tenant shall pay, upon demand, all costs (including attorneys'
fees and costs and other costs) incurred by Landlord in remedying such
violations or performing all Remedial Work, together with interest thereon at
the Agreed Rate from the date of payment by Landlord.

                  d) Notice; Reporting. Tenant shall notify Landlord within two
(2) days after any of the following: (i) a release or discharge of any Hazardous
Material, whether or not the release or discharge is in quantities that would
otherwise be reportable to a public agency; (ii) Tenant's receipt of any order
of a governmental agency requiring any Remedial Work pursuant to any Hazardous
Materials Laws; (iii) Tenant's receipt of any warning, notice of inspection,
notice of violation or alleged violation, or Tenant's receipt of notice or
knowledge of any proceeding, investigation or enforcement or regulatory action,
pursuant to any Hazardous Materials Laws; (iv) Tenant's receipt of notice or
knowledge of any report made to any environmental agency arising out of or in
connection with any Hazardous Materials in or about the Premises or the Project
or removed therefrom, including any complaints, notices, warnings or asserted
violations in connection therewith; or (v) Tenant's receipt of notice or
knowledge of any claims made or threatened by any third Person against Landlord,
Tenant, the Project or the Premises relating to any loss or injury resulting
from Hazardous Materials. Tenant shall deliver to Landlord copies of all test
results, reports and business or management plans required to be filed with any
governmental agency pursuant to any Hazardous Materials Laws, including without
limitation copies of hazardous waste manifests reflecting the legal and proper
disposal of all Hazardous Materials removed from the Premises. In connection
with any Hazardous Materials involving the Premises or the Project with respect
to which Tenant is responsible hereunder, Tenant shall make all reports and
filings required by any Hazardous Materials Laws, including without limitation,
pursuant to California Water Code Section 13260 and California Health and Safety
Code Section 25220, and provide Landlord with the same for Landlord's review and
approval prior to filing.

                  e) Other Requirements. If at any time it reasonably appears to
Landlord that Tenant is not maintaining sufficient insurance or other means of
financial capacity to enable Tenant to fulfill its obligations to Landlord under
this Section 1, whether or not then accrued, liquidated, conditional or
contingent, Tenant shall procure and thereafter maintain in full force and
effect such insurance or other form of financial assurance, with or from
companies or Persons and in forms reasonably acceptable to Landlord, as Landlord

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may from time to time reasonably request. The Parties agree that although
Landlord shall have the right to enter upon the Premises at any time to monitor
and enforce Tenant's compliance with the requirements of this Section 1,
Landlord does not have the power or authority to control Tenant's actual use of
the Premises beyond the commitments and covenants set forth herein and therefor
shall have no responsibility for the same.

                  f) Landlord's Representations. Landlord represents that, to
the best of its knowledge as of the commencement date, the Premises are not
contaminated by any Hazardous Materials in violation of any Hazardous Materials
Laws.

                  g) Indemnification of Lessor. Lessee shall indemnify, protect,
defend and hold Lessor, its agents, employees, shareholders, officers,
directors, lenders and ground Lessor, if any, and the Property, Building and
Premises, harmless from and against any and all loss of rents and/or damages,
liabilities, judgments, costs, claims, liens, expenses, penalties, permits and
attorney's and consultant's fees arising out of or involving any Hazardous
Substance or storage tank brought onto the Premises or Property by or for the
benefit of Lessee or under Lessee's control. Lessee's obligations under this
subparagraph (c) shall include, but not be limited to, the effects of any
contamination or injury to person, property or the environment suffered by
Lessor, and the cost of investigation (including consultant's and attorney's
fees and testing), removal, remediation, restoration and/or abatement thereof,
or of any contamination therein involved, and shall survive the expiration or
earlier termination of this Lease. No termination, cancellation or release
agreement entered into by Lessor and Lessee shall release Lessee from its
obligations under this Lease with respect to Hazardous Substances or to tanks
storing Hazardous Substances, unless specifically so agreed by Lessor in writing
at the time of the parties' execution of such agreement.

                  (h) Indemnification of Lessee. Lessor shall indemnify,
protect, defend and hold Lessee, its agents, employees, shareholders, officers,
directors, lenders, if any, and the Premises, harmless from and against any and
all environmental damages, including the cost or remediation, arising out of or
involving any Hazardous Substance or storage tank existing on the Premises prior
to the Commencement Date. Lessor's obligations, as and when required by the
Applicable Requirements, shall include, but not be limited to, the cost of
investigation, removal, remediation, restoration and/or abatement, and shall
survive the expiration of this Lease.

         6.3 Lessee's Compliance with Law. Except as otherwise provided in this
Lease, Lessee, shall, at Lessee's sole cost and expense, fully, diligently and
in a timely manner, comply with all "Applicable Requirements," which term is
used in this Lease to include all laws, rules, regulations, ordinances,
directives, covenants, easements and restrictions of record, permits, the
requirements of any applicable fire insurance underwriter or rating bureau, and
the recommendations of Lessor's engineers and/or consultants, relating in any
manner to such requirements (including but not limited to, (i) industrial
hygiene, (ii) environmental conditions on, in, under or about the Property and
Premises, including soil and groundwater conditions, and (iii) the use,
generation, manufacture, production, installation, maintenance, removal,
transportation, storage, spill or release of any Hazardous Substance), now in
effect or which may hereafter come into effect, and whether or not reflecting a
change in policy from any previously existing policy, which govern or affect
Lessee's use and/or occupancy of the Premises. Lessee shall, within five (5)
days after receipt of Lessor's written request, provide Lessor with copies of
all documents and information, including, but not limited to, permits,
registrations, manifests, applications, reports and certificates, evidencing
Lessee's compliance with any Applicable Requirements specified by Lessor, and
shall immediately upon receipt, notify Lessor in writing (with copies of any
documents involved) of any threatened or actual claim, notice, citation,
warning, complaint or report pertaining to or involving failure by Lessee or the
Premises to comply with any Applicable Requirements.

         6.4 Inspection; Compliance. Lessor, Lessor's agents, employees,
contractors designated representatives and Lessor's Lender(s) (as defined in
Paragraph 8.3(a)) shall have the right to enter the Premises at any time, in the
case of an emergency, and otherwise at reasonable times, for the purpose of
inspecting the condition of the Premises and for verifying compliance by Lessee
with this Lease and all Applicable Requirements and to employ experts and/or
consultants in connection therewith and/or to advise Lessor with respect to
Lessee's activities, including but not limited to the installation, operation,

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use, monitoring, maintenance, or removal of any Hazardous Substance on or from
the Premises. The costs and expenses of any such inspections shall be paid by
the party requesting same, unless a violation of Applicable Requirements, or a
Hazardous Substance Condition (see Paragraph 9.1(e)) is found to exist or to be
imminent, or the inspection is requested or ordered by a governmental authority.
In such case, Lessee, upon Lessor's written request, shall reimburse Lessor for
the cost of such inspection, so long as such inspection is reasonably related to
a violation or contamination attributable to the acts or omissions of Lessee.

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

         7.1 Lessee's Obligations.

                  (a) Subject to the provisions of Paragraphs 2.2 (Condition),
7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation),
Lessee, at Lessee's sole expense, shall keep in good order, condition and repair
the Premises and every part thereof (whether or not the damaged portion of the
Premises or the means of repairing the same are reasonably or readily accessible
to Lessee) including, without limiting the generality of the foregoing, (i) all
plumbing systems, heating systems, ventilating and air conditioning systems (if
any), fire sprinkler system, electrical and lighting facilities and equipment
located within the Premises or located outside the Premises (to the extent the
same exclusively serves the Premises,), (ii) Trade Fixtures (defined below),
(iii) floors, interior walls and ceilings and interior surfaces of exterior
walls of the Premises and (iv) windows, doors and skylights located within the
Premises.

                  (b) If Lessee fails to perform Lessee's obligations under this
Paragraph 7.1 or under any other Paragraph of this Lease, Lessor may enter upon
the Premises after ten (10) days' prior within notice to Lessee (except in the
case of emergency, in which no notice shall be required), perform such
obligations on Lessee's behalf as reasonably may be required to put the Premises
in good order, condition and repair; and Lessee shall promptly pay to Lessor a
sum equal to 115% of the cost thereof.

         7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 1.13
(Lessor's Improvements), 1.14 (Lessee's Improvements), 2.2 (Condition), 4.2
(Operating Expenses), 6 (Use) 7.1 (Lessee's Obligations), 9 (Damage or
Destruction), 13.5 (Breach by Lessor), and 14 (Condemnation) and except for
damage caused by any negligent or intentional act or omission of Lessee,
Lessee's employees, suppliers, shippers, customers or invitees (in which event
Lessee shall repair the damage), Lessor, at Lessor's sole expense, shall keep in
good condition and repair the roof, foundation and exterior walls of the
Premises, as well as utility systems located outside the Premises (to the extend
the same serve other premises in addition to the Premises). Lessor shall not,
however, be obligated to paint the exterior or interior surface of exterior
walls, nor shall Lessor be required to maintain, repair or replace windows, or
doors of the Premises. Lessor shall have no obligation to make repairs under
this Paragraph 7.2 until a reasonable time after receipt of written notice from
Lessee of the need for such repairs. Lessee expressly waives the benefits of any
statute now or hereafter in effect which would otherwise afford Lessee the right
to make repairs at Lessor's expense or to terminate this Lease because of
Lessor's failure to keep the Premises in good order, condition and repair.
Lessor shall not be liable for damages or loss of any kind or nature by reason
of Lessor's failure to perform any such repairs or to furnish any such services
when such failure is caused by accident, breakage, strikes, lockout, or other
labor disturbances or disputes of any character, or by any other cause beyond
the reasonable control of Lessor.

         7.3 Utility Installations; Trade Fixtures; Alterations.

                  (a) Definitions; Consent Required. The term "Utility
Installations" is used in this Lease to refer to all carpeting, window
coverings, air lines, power panels, electrical distribution, security, fire
protection systems, communication systems, lighting fixtures, heating,
ventilating, and air conditioning equipment, plumbing, and fencing in, on or
about the Premises. The term "Trade Fixtures" shall mean Lessee's machinery,
equipment, tubing, piping and production facilities that can be removed without
doing material damage to the Premises. The term "Alterations" shall mean any
modification of the improvements on the Premises from that which are provided by
Lessor under the terms of this Lease, other than Utility Installations or Trade
Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or
Utility Installations" are defined as Alterations and/or Utility Installations
made by Lessee that are not yet owned by Lessor as defined in Paragraph 7.4(a).

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                  (b) Consent Required. Lessee shall not make any Alterations or
Utility Installations in, on, under or about the Premises without Lessor's prior
written consent. Lessee may, however, make non-structural Utility Installations
to the interior of the Premises (excluding the roof), as long as they are not
visible from the outside, do not involve puncturing, relocating or removing the
roof or any existing walls, and the cumulative cost thereof during the Term of
this Lease as extended does not exceed a sum equal to Twenty-Five Thousand
Dollars ($25,000.00). If Lessee is not required to obtain Lessor's approval,
Lessee shall be permitted to make any alterations (including signs in Paragraph
34) allowed under this Paragraph 7.3(b) so long as they comply with all
requirements of Paragraph 7.3 (c) except the requirement to obtain Lessor's
prior consent.

                  (c) Lessor's Consent. Any Alterations or Utility Installations
that Lessee shall desire to make and which require the consent of the Lessor
shall be presented to Lessor in written form with proposed detailed plans. All
consents given by Lessor, whether by virtue of Paragraph 7.3(b) or by subsequent
specific consent, shall be deemed conditioned upon: (i) Lessee's acquiring all
applicable permits required by governmental authorities, (ii) the furnishing of
copies of such permits, together with a copy of the plans and specifications for
the Alteration or Utility Installation, to Lessor prior to commencement of the
work thereon, (iii) the compliance by Lessee with all conditions of said permits
in a prompt and expeditious manner, and (iv) use a licensed contractor who will
be required to supply Lessee and Lessor proof of worker's compensation insurance
(minimum of $1,000,000 coverage) prior to starting the work. Any Alterations or
Utility Installations by Lessee during the Term of this Lease shall be done in a
good and workmanlike manner, with good and sufficient materials, and in
compliance with all Applicable Requirements. Lessee shall promptly upon
completion thereof furnish Lessor with as-built plans and specifications
therefor.

                  (d) Lien Protection/Indemnification. Lessee shall pay, when
due, all claims for labor or materials furnished or alleged to have been
furnished to or for Lessee at or for use on the Premises, which claims are or
may be secured by any mechanics' or materialmen's lien against the Premises or
any interest therein. Lessee shall give Lessor not less than ten (10) days'
notice prior to the commencement of any work in, on or about the Premises; and
Lessor shall have the right to post notices of non-responsibility in or on the
Premises as provided by law. If Lessee shall, in good faith, contest the
validity of any such lien, claim or demand, then Lessee shall, at its sole
expense defend and protect itself, Lessor and the Premises against the same and
shall pay and satisfy any such adverse judgment that may be rendered thereon
before the enforcement thereof against the Lessor or the Premises. If Lessor
shall require, Lessee shall furnish to Lessor a surety bond satisfactory to
Lessor in an amount equal to one and one-half times the amount of such contested
lien claim or demand, indemnifying Lessor against liability for the same, as
required by law for the holding of the Premises free from the effect of such
lien or claim. If Lessor elects to participate in any such action, Lessee shall
pay Lessor's reasonable attorneys' fees and costs.

         7.4 Ownership; Removal; Surrender; and Restoration.

                  (a) Ownership. Subject to Lessor's rights to require their
removal or become the owner thereof as hereinafter provided in this Paragraph
7.4, all Alterations and Utility Additions made to the Premises by Lessee shall
be the property of and owned by Lessee, but considered a part of the Premises.
Lessor may, at any time, elect in writing to be the owner of all or any
specified part of the Lessee Owned Alterations and Utility Installations. Unless
otherwise, instructed per subparagraph 7.4(b) hereof, all Lessee Owned
Alterations and Utility Installations shall, at the expiration or earlier
termination of this Lease, become the property of Lessor and remain upon and be
surrendered by Lessee with the Premises.

                  (b) Removal. Unless otherwise agreed in writing, Lessor may
require that any or all Lessee Owned Alterations or Utility Installations be
removed prior to the expiration or earlier termination of this Lease,
notwithstanding that their installation may have been consented to by Lessor;
provided, however, Lessor shall notify Lessee in writing, at the time Lessor
gives its consent to any request to install any Lessee Owned Alterations or
Utility Installations, that Lessor desires that Lessee remove the same upon
expiration or earlier termination of this Lease. Lessor's failure to give such
notice shall be deemed a waiver of its right to require removal of the affected
Lessee Owned Alterations or Utility Installations. Lessor may require the
removal at any time of all or any part of any Lessee Owned Alterations or
Utility Installations made without the required consent.

                                       8


                  (c) Surrender/Restoration. Lessee shall surrender the Premises
not later than the last day of the Lease Term or any earlier termination date,
with all of the improvements, parts and surfaces thereof clean and free of
debris and in good operating order, condition and state of repair, ordinary wear
and tear excepted. "Ordinary wear and tear" shall not include any damage or
deterioration that would have been prevented by good maintenance practice or by
Lessee performing all of its obligations under this Lease. Except as otherwise
provided in subparagraph 7.4(b), the Premises, as surrendered, shall include the
Alterations and Utility Installations. The obligation of Lessee shall include
the repair of any damage occasioned by the installation, maintenance or removal
of Lessee's Trade Fixtures, furnishings, equipment, and Alterations and/or
Utility Installations, as well as the removal of any storage tank installed by
or for Lessee, and the removal, or remediation of any soil, material or ground
water contaminated by Lessee, all as may then be required by Applicable Law
and/or good practice. Lessee's Trade Fixtures shall remain the property of
Lessee and shall be removed by Lessee subject to its obligation to repair and
restore the Premises as provided under this this Lease.

8. Insurance; Indemnity.

         8.1 Payment of Premium Increases.

                  (a) Lessee, in addition to it obligations under Paragraph 4.2,
shall pay to Lessor the amount of any increase in Lessor's insurance cost
("Insurance Cost ") attributable to Lessee's use of the Premises occurring
during the Lease Term. "Insurance Cost " is defined as the actual cost of the
insurance required under Paragraphs 8.2(b), 8.3(a) and 8.3(b) (collectively,
"Required Insurance"). "Insurance Cost" shall include, but not be limited to,
insurance cost resulting from the nature of Lessee's occupancy, any act or
omission of Lessee or requirements of the holder of a mortgage or deed of trust
covering the Property.

                  (b) Lessee shall pay any such Insurance Cost to Lessor within
thirty (30) days after receipt by Lessee of a copy of the premium statement or
other reasonable evidence of the amount due. If the insurance policies
maintained hereunder cover other property besides the Property, Lessor shall
also deliver to Lessee a statement of the amount of such Insurance Cost
attributable only to the Premises showing in reasonable detail the manner in
which such amount was computed. Premiums for policy periods commencing prior to,
or extending beyond, the Term of this Lease shall be prorated to correspond to
the term of this Lease.

         8.2 Liability Insurance.

                  (a) Carried by Lessee. Lessee shall obtain and keep in force
during the term of this Lease a commercial general liability policy of insurance
protecting Lessee, as well as Lessor and any Lenders whose names have been
provided to Lessee (as additional insureds), against claims for bodily injury,
personal injury and property damage based upon, involving or arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas attached
thereto. Such insurance shall be on an occurrence basis providing single limit
coverage in an amount not less than $3,000,000 per occurrence with an
"Additional Insured -- Managers or Lessor of Premises" endorsement and shall
contain the "Amendment of the Pollution Exclusion" for damage caused by heat,
smoke or fumes from a hostile fire. The policy shall not contain any
intra-insured exclusion as between insured persons or organizations, but shall
include coverage for liability assumed under this Lease as an "insured contract"
for the performance of Lessee's indemnity obligations under this Lease. The
limits of said insurance required by this Lease or as carried by Lessee shall
not, however, limit the liability of Lessee nor relieve Lessee of any obligation
hereunder. All insurance to be carried by Lessee shall be primary to and not
contributory with any similar insurance carried by Lessor, whose insurance shall
be considered excess insurance only.

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

         8.3 Property Insurance -- Building, Improvements and Rental Value.

                                       9


                  (a) Building and Improvements. Lessor shall obtain and keep in
force during the term of this Lease a policy or policies in the name of Lessor,
with loss payable to Lessor and to the holders of any mortgages, deeds of trust
or ground leases on the Premises ("Lender(s)"), insuring loss or damage to the
Building, including the Premises. The amount of such insurance shall be equal to
the full replacement cost of the Building, as the same shall exist from time to
time, or the amount required by Lenders, but in no event more than the
reasonable and available insurable value thereof if, by reason of the unique
nature or age of the improvements involved, such latter amount is less than full
replacement cost. Lessee Owned Alterations and Utility Installations shall be
insured by Lessee under Paragraph 8.4. If the coverage is available and
appropriate, such policy or policies shall insure against all risks of direct
physical loss or damage (except the perils of flood and/or earthquake unless
specifically required by a Lender), including coverage for any additional costs
resulting from debris removal and reasonable amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement
of any undamaged sections of the Building required to be demolished or removed
by reason of the enforcement of any building, zoning, safety or land use laws as
the result of a covered cause of loss, but not including plate glass insurance.
Said policy or policies shall also contain an agreed valuation provision in lieu
of any coinsurance clauses, waiver of subrogation, and inflation guard
protection causing an increase in the annual property insurance coverage amount
by a factor of not less than the adjusted U.S. Department of Labor Consumer
Price Index for All Urban Consumers for the city nearest to where the Premises
are located.

                  (b) Rental Value. Lessor shall, in addition, obtain and keep
in force during the Term of this Lease a policy or policies in the name of
Lessor, with loss payable to Lessor and Lender(s), insuring the loss of the full
rental and other charges payable by Lessee to Lessor under this Lease for one
(1) year (including all Operating Expenses, real estate taxes, insurance costs,
and any scheduled rental increases). Said insurance shall provide that in the
event the Lease is terminated by reason of an insured loss, the period of
indemnity for such coverage shall be extended beyond the date of the completion
of repairs or replacement of the Premises, to provide for one full year's loss
of rental revenues from the date of any such loss. Said insurance shall contain
an agreed valuation provision in lieu of any coinsurance clause, and the amount
of coverage shall be adjusted annually to reflect the projected rental income,
Operating Expenses, property taxes, insurance premium costs and other expenses,
if any, otherwise payable by Lessee, for the next twelve (12) month period.

                  (c) Lessee's Improvements. Lessor shall not be required to
insure Lessee Owned Alterations and Utility Installations unless the item in
question has become the property of Lessor under the terms of this Lease.

         8.4 Lessee's Property Insurance. Subject to the requirements of
Paragraph 8.5, Lessee at its cost shall either by separate policy or, at
Lessee's option, by endorsement to a policy already carried, maintain insurance
coverage on all of Lessee's personal property, Trade Fixtures, Lessee Owned
Alterations and Utility Installations in, on, or about the Premises. Such
insurance shall be full replacement cost coverage with a deductible of not to
exceed $1,000 per occurrence. The proceeds from any such insurance shall be used
by Lessee for the replacement of personal property and Trade Fixtures or the
restoration of Lessee Owned Alterations and Utility Installations. Lessee shall
be the insuring Party with respect to the insurance required by this Paragraph
8.4 and shall provide Lessor with written evidence that such insurance is in
force.

         8.5 Insurance Policies. Insurance required hereunder shall be in
companies duly licensed to transact business in the State of California, and
maintaining during the policy term a "General Policyholders Rating" of at least
A-VIII, or such other rating as may be required by a Lender having a lien on the
Premises, as set forth in the most current issue of "Best's Insurance Guide."
Lessee shall not do or permit to be done anything, which shall invalidate the
insurance policies referred to in this Paragraph 8. Lessee shall cause to be
delivered to Lessor certified copies of or certificates evidencing the existence
and amounts of the insurance, and with the additional insureds, required under
Paragraphs 8.2(a) and 8.4. No such policy shall be cancelable or subject to
modification except after thirty (30) days prior written notice to Lessor.
Lessee shall, at least thirty (30) days prior to the expiration of such
policies, furnish Lessor with evidence of renewals or "insurance binders"
evidencing renewal thereof, or Lessor may order such insurance and charge the
cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon
demand. Lessor shall be the Insuring Party in regard to any insurance required
to be carried by Lessor under this Lease.

                                       10


         8.6 Waiver of Subrogation. Without affecting any other rights or
remedies, Lessee and Lessor ("Waiving Party") each hereby release and relieve
the other, and waive their entire right to recover damages (whether in contract
or in tort) against the other, for loss of or damage to the Waiving Party's
property arising out of or incident to the perils required to be insured against
under Paragraphs 8.3 and 8.4. The effect of such releases and waivers of the
right to recover damages shall not be limited by the amount of insurance carried
or required or by any deductibles applicable thereto. Lessor and Lessee agree to
have their respective insurance companies issuing property damage insurance
waive any right to subrogation that such companies may have against Lessor or
Lessee as the case may be, so long as the insurance is not invalidated thereby.

         8.7 Indemnity. Except for Lessor's negligence and/or breach of express
warranties, or willful causation of damage, Lessee shall indemnify, protect,
defend and hold harmless the Premises, Building and Property and Lessor and its
agents, shareholders, officers, directors, employees, partners and Lenders, from
and against any and all claims, loss or rents and/or damages, costs, liens,
judgments, penalties, permits, attorney's and consultant's fees, expenses and/or
liabilities arising out of, involving, or in dealing with, the occupancy of the
Premises by Lessee, the conduct of Lessee's business, any act, omission or
neglect of Lessee, its agents, contractors, employees or invitees, and out of
any Default or Breach by Lessee in the performance in a timely manner of any
obligation on Lessee's part to be performed under this Lease. The foregoing
shall include, but not be limited to, the defense or pursuit of any claim or any
action or proceeding involved therein, and whether or not (in the case of claims
made against Lessor) litigated and/or reduced to judgment, and whether well
founded or not. In case any action or proceeding be brought against Lessor by
reason of any of the foregoing matters, Lessee upon notice from Lessor shall
defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor
and Lessor shall cooperate with Lessee in such defense. Lessor need not have
first paid any such claim in order to be so indemnified.

         8.8 Exemption of Lessor from Liability. Except for the gross negligence
or willful misconduct of Lessor, its agents or employees, Lessor shall not be
liable for injury or damage to the person or goods, wares, merchandise or other
property of Lessee, Lessee's employees, contractors, invitees, customers, or any
other person in or about the Premises, whether such damage or injury is caused
by or results from fire, steam, electricity, gas, water or rain, or from the
breakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures, or from any other
cause, whether the said injury or damage results from conditions arising upon
the Premises or upon other portions of the Building, or from other sources or
places, and regardless of whether the cause of such damage or injury or the
means of repairing the same is accessible or not. Lessor shall not be liable for
any damages arising from any act or neglect of any other lessee of Lessor.
Notwithstanding Lessor's gross negligence or willful misconduct, Lessor shall
under no circumstances be liable for injury to Lessee's business, for any loss
of income or profit therefrom or for any other consequential or exemplary
damages.

9. Damage or Destruction.

         9.1 Definitions.

                  (a) "Premises Partial Damage" shall mean damage or destruction
to the improvements on the Premises, other than Lessee Owned Alterations and
Utility Installations, the repair cost of which damage or destruction is less
than 50% of the then Replacement Cost of the Premises immediately prior to such
damage or destruction, excluding from such calculation the value of the land and
Lessee Owned Alterations and Utility Installations.

                  (b) "Premises Total Destruction" shall mean damage or
destruction to the Premises, other than Lessee Owned Alterations and Utility
Installations, the repair cost of which damage or destruction is 50% or more of
the then Replacement Cost of the Premises immediately prior to such damage or
destruction, excluding from such calculation the value of the land and Lessee
Owned Alterations and Utility Installations. In addition, damage or destruction
to the Building other than Lessee Owned Alterations and Utility Installations of
any lessees of the Building, the cost of which damage and destruction is 50% or
more of the then Replacement Cost of the Building shall, at the option of
Lessor, be deemed to be Premises Total Destruction.

                                       11


                  (c) "Insured Loss" shall mean damage or destruction to
improvements on the Premises, other than Lessee Owned Alterations and Utility
Installations, which was caused by an event required to be covered by the
insurance described in Paragraph 8.3(a), irrespective of any deductible amounts
or coverage limits involved.

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

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

         9.2 Partial Damage -- Insured Loss. If a Premises Partial Damage that
is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such
damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility
Installations) as soon as reasonably possible and this Lease shall continue in
full force and effect. Notwithstanding the foregoing, if the required insurance
was not in force or the insurance proceeds are not sufficient to effect such
repair, Lessor shall promptly pay the shortage in proceeds as and when required
to complete said repairs. In the event, however, the shortage in proceeds was
due to the fact that, by reason of the unique nature of Lessee's improvements,
full replacement cost insurance coverage was not reasonable and available,
Lessor shall have no obligation to pay for the shortage in insurance proceeds or
to fully restore the unique aspects of the Premises unless Lessee provides
Lessor with the funds to cover same, or adequate assurance thereof, within ten
(10) days following receipt of written notice of such shortage and request
therefor. If Lessor receives said funds or adequate assurance thereof within
said ten (10) day period, Lessor shall complete the repairs as soon as
reasonably possible and this Lease shall remain in full force and effect. If
Lessor does not receive such funds or assurance within said period, Lessor may
nevertheless elect by written notice to Lessee within ten (10) days thereafter
to make such restoration and repair as is reasonable with Lessor paying any
shortage in proceeds, in which case this Lease shall remain in full force and
effect. If in such case Lessor does not so elect, then this Lease shall
terminate sixty (60) days following the occurrence of the damage or destruction.

         Unless otherwise agreed, Lessee shall in no event have any right to
reimbursement from Lessor for any funds contributed by Lessee to repair any such
damage or destruction. Premises Partial Damage due to flood or earthquake shall
be subject to Paragraph 9.3 rather than Paragraph 9.2, notwithstanding that
there may be some insurance coverage, but the net proceeds of any such insurance
shall be made available for the repairs if made by either Party.

         9.3 Partial Damage -- Uninsured Loss. If a Premises Partial Damage that
is not an Insured Loss occurs, unless caused by a negligent or willful act of
either Party (in which event such Party shall make the repairs at that Party's
expense and this Lease shall continue in full force and effect, but subject to
Lessor's rights under Paragraph 13), Lessor may at Lessor's option, either: (i)
repair such damage as soon as reasonably possible at Lessor's expense, in which
event this Lease shall continue in full force and effect, or (ii) give written
notice to Lessee within thirty (30) days after the occurrence of such damage of
Lessor's desire to terminate this Lease as of the date sixty (60) days following
the giving of such notice. In the event Lessor elects to give such notice of
Lessor's intention to terminate this Lease, Lessee shall have the right within
ten (10) days after the receipt of such notice to give written notice to Lessor
of Lessee's commitment to pay for the repair of such damage totally at Lessee's
expense and without reimbursement from Lessor. Lessee shall provide Lessor with
the required funds or satisfactory assurance thereof within thirty (30) days
following Lessee's said commitment. In such event, this Lease shall continue in
full force and effect, and Lessor shall proceed to make such repairs as soon as
reasonably possible after the required funds are available. If Lessee does not
give such notice and provide the funds or assurance thereof within the times
specified above, this Lease shall terminate as of the date specified in Lessor's
notice of termination.

         9.4 Total Destruction. Notwithstanding any other provision hereof, if a
Premises Total Destruction occurs (including any destruction required by any
authorized public authority), either party to this Lease can terminate the Lease

                                       12


with twenty-four (24) hours written notice to the other party, whether or not
the damage or destruction is an Insured Loss or was caused by a negligent or
willful act of Lessee. In the event, however, that the damage or destruction was
caused by Lessee, Lessor shall have the right to recover Lessor's damages from
Lessee except as otherwise provided in Paragraph 8.6.

         9.5 Damage Near End of Term. If at any time during the last six (6)
months of the Lease Term there is damage for which the cost to repair exceeds
two (2) month's Base Rent, whether or not an Insured Loss, Lessor may, at
Lessor's option, terminate this Lease effective sixty (60) days following the
date of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within thirty (30) days after the date of occurrence of such
damage. In the event Lessee, at the time of such damage, has an exercisable
option to extend this Lease or to purchase the Premises, then Lessee may
preserve this Lease by, within twenty (20) days following the occurrence of the
damage, or before the expiration of the time provided in such option for its
exercise, whichever is earlier ("Exercise Period"), (i) exercising such option
and (ii) providing Lessor with any shortage in insurance proceeds (or adequate
assurance thereof) needed to make the repairs. If Lessee duly exercises such
option during said Exercise Period and provides Lessor with funds (or adequate
assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at
Lessor's expense, repair such damage as soon as reasonably possible and this
Lease shall continue in full force and effect. If Lessee fails to exercise such
option and provide such funds or assurance during said Exercise Period, then
Lessor may at Lessor's option terminate this Lease as of the expiration of said
sixty (60) day period following the occurrence of such damage by giving written
notice to Lessee of Lessor's election to do so within ten (10) days after the
expiration of the Exercise Period, notwithstanding any term or provision in the
grant of option to the contrary.

         9.6 Abatement of Rent; Lessee's Remedies.

                  (a) In the event of damage described in Paragraph 9.2 (Partial
Damage -- Insured), whether or not Lessor or Lessee repairs or restores the
Premises, the Base Rent, Operating Expenses, Real Property Taxes, insurance
premiums, and other charges, if any payable by Lessee hereunder for the period
during which such damage, its repair or the restoration continues (not to exceed
the period for which rental value insurance is required under Paragraph 8.3(b)),
shall be abated in proportion to the degree to which Lessee's use of the
Premises is impaired. Except for abatement of Base Rent, Operating Expenses,
Real Property Taxes, insurance premiums, and other charges, if any, as
aforesaid, all other obligations of Lessee hereunder shall be performed by
Lessee, and Lessee shall have no claim against Lessor for any damage suffered by
reason of any such repair or restoration.

                  (b) If Lessor shall be obligated to repair or restore the
Premises under the provisions of this Paragraph 9 and shall not commence, in a
substantial and meaningful way, the repair or restoration of the Premises within
ninety (90) days after such obligation shall accrue, Lessee may, at any time
prior to the commencement of such repair or restoration, in addition to any
other remedy Lessee may have, give written notice to Lessor and to any Lenders
of which Lessee has actual notice of Lessee's election to terminate this Lease
on a date not less than sixty (60) days following the giving of such notice. If
Lessee gives such notice to Lessor and such Lenders and such repair or
restoration is not commenced within thirty (30) days after receipt of such
notice, this Lease shall terminate as of the date specified in said notice. If
Lessor or a Lender commences the repair or restoration of the Premises within
thirty (30) days after receipt of such notice, this Lease shall continue in full
force and effect. "Commence" as used in this Paragraph 9 shall mean either the
unconditional authorization of the preparation of the required plans, or the
beginning of the actual work on the Premises, whichever first occurs.

         9.8 Termination -- Advance Payments. Upon termination of this Lease
pursuant to this Paragraph 9, an equitable adjustment shall be made concerning
advance Base Rent and any other advance payments made by Lessee to Lessor.
Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit
as has not been, or is not required to be, used by Lessor under the terms of
this Lease.

                                       13


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

10. Real Property Taxes.

         10.1 (a) Payment of Taxes. Lessor shall pay the Real Property Taxes, as
defined in Paragraph 10.2, applicable to the Premises.

                  (b) Additional Improvements. Notwithstanding Paragraph 10.1(a)
hereof, Lessee shall pay to Lessor upon demand therefore the entirety of any
increase in Real Property Taxes assessed to Lessor by reason of Trade Fixtures,
Alterations or Utility Installations placed upon the Premises by Lessee or at
Lessee's request.

         10.2 Definition of "Real Property Taxes". As used herein, the term
"Real Property Taxes" shall include any form of real estate tax or assessment,
general, special, ordinary or extraordinary, and any license fee, commercial
rental tax, improvement bond or bonds, levy or tax (other than inheritance,
personal income or estate taxes) imposed upon the Premises by any authority
having the direct or indirect power to tax, including any city, state or federal
government, or any school, agricultural, sanitary, fire, street, drainage or
other improvement district thereof, levied against any legal or equitable
interest of Lessor in the Premises or in the real property of which the Premises
are a part, Lessor's right to rent or other income therefrom, and/or Lessor's
business of leasing the Premises. The term "Real Property Taxes" shall also
include any tax, fee, levy, assessment or charge, or any increase therein,
imposed by reason of events occurring, or changes in applicable law taking
effect, during the term of this Lease, including but not limited to, the
improvements made pursuant to this lease, the execution of this Lease, or any
modification, amendment or transfer thereof, and whether or not contemplated by
the Parties.

         10.3 Joint Assessment. If the Premises are not separately assessed,
Lessee's liability shall be an equitable proportion of the Real Property Taxes
for all of the land and improvements included within the tax parcel assessed,
such proportion to be determined by Lessor from the respective valuations
assigned in the assessor's work sheets or such other information as may be
reasonably available.

         10.4 Personal Property Taxes. Lessee shall pay prior to delinquency all
taxes assessed against and levied upon Lessee Owned Alterations; Utility
Installations, Trade Fixtures, furnishings, equipment and all personal property
of Lessee contained in the Premises or elsewhere. When possible, Lessee shall
cause its Trade Fixtures, furnishings, equipment and all other personal property
to be assessed and billed separately from the real property of Lessor. If any of
Lessee's said personal property shall be assessed with Lessor's real property,
Lessee shall pay Lessor the taxes attributable to Lessee within ten (10) days
after receipt of a written statement setting forth the taxes applicable to
Lessee's property.

11. Utilities. Lessee shall pay for all water, gas, heat, light, power,
telephone, trash disposal and other utilities and services supplied to the
Premises, together with all taxes thereon. If any such services are not
separately metered or sub-metered to Lessee, Lessee shall pay a reasonable
proportion, to be determined by Lessor, of all charges jointly metered with
other premises.

12. Assignment and Subletting.

         12.1 Lessor's Consent Required.

                  (a) Except as otherwise provided in this Lease, Lessee shall
not voluntarily or by operation of law assign, transfer, mortgage or otherwise
transfer or encumber (collectively, "assignment") or sublet all or any part of
Lessee's interest in this Lease or in the Premises ("subletting") without
Lessor's prior written consent given under and subject to the terms of Paragraph
36. Such consent shall not be unreasonably withheld.

                                       14


                  (b) A change in the control of Lessee shall not constitute an
assignment or subletting requiring Lessor's consent, unless there is transfer,
on a cumulative basis, of or more than fifty percent (50%) of the voting control
of Lessee.

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

                  (d) An assignment or subletting of Lessee's interest in this
Lease without Lessor's specific prior written consent, at Lessor's sole
election, either shall be a Default curable after notice per Paragraph 13.1(c),
) or a noncurable Breach without the necessity of any notice and grace period.
If Lessor elects to treat such unconsented to assignment or subletting as a
noncurable Breach, Lessor shall have the right to either: (i) terminate this
Lease, or (ii) upon thirty (30) days written notice ("Lessor's Notice"),
increase the monthly Base Rent to fair market rental value, if the same is
greater than the Base Rent then in effect. Further, in the event of such Breach
and market rental value adjustment, all fixed rental adjustments scheduled
during the remainder of the Lease term shall be increased to 100% of the
scheduled adjusted rent or increased monthly Base Rent amount, whichever is
greater.

                  (e) Notwithstanding any contrary provision, Lessee, upon
written notice to Lessor but without having to secure Lessor's written consent,
may assign this Lease or sublease all or part of the Premises to an entity in
which Lessee has (i) at least a fifty percent (50%) interest and (ii) management
control. Any such assignment or subletting shall be by written agreement, a copy
of which shall be provided to Lessor prior to the effective date of such
assignment/subletting.

         12.2 Terms and Conditions Applicable to Assignment and Subletting.

                  (a) Regardless of Lessor's consent (or the requirement that
Lessee secure the same), any assignment or subletting shall not: (i) be
effective without the express written assumption by such assignee or Sublessee
of the obligations of Lessee under this Lease, (ii) release Lessee of any
obligations hereunder, or (iii) alter the primary liability of Lessee for the
payment of Base Rent and other sums due Lessor hereunder or for the performance
of any other obligations to be performed by Lessee under this Lease.

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

                  (c) The consent of Lessor to any assignment or subletting
shall not constitute a consent to any subsequent assignment or subletting by
Lessee or to any subsequent or successive assignment or subletting by the
assignee/sublessee; provided, however, Lessor may consent to subsequent
subletting(s) and assignments of the Lease/sublease or any amendments or
modifications thereto without notifying Lessee or anyone else liable on the
Lease or sublease and without obtaining their consent, and such action shall not
relieve such persons from liability under this Lease or sublease.

                  (d) In the event of any Default or Breach of Lessee's
obligations under this Lease, Lessor may proceed directly against Lessee or any
one else responsible for the performance of the Lessee's obligations under this
Lease, including the sublessee(s), without first exhausting Lessor's remedies

                                       15


against any other person or entity responsible therefor to Lessor, or any
security held by Lessor or Lessee.

                  (e) Each request for consent to an assignment or subletting
shall be in writing, accompanied by information relevant to Lessor's
determination as to the financial and operational responsibility and
appropriateness of the proposed assignee or sublessee, including but not limited
to the intended use and/or required modification of the Premises, if any,
together with a fee of $500 as reasonable consideration for Lessor's considering
and processing the request for consent. Lessee agrees to provide Lessor with
such other or additional information and/or documentation as may be reasonably
requested by Lessor.

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

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

                  (a) Lessee hereby assigns and transfers to Lessor all of
Lessee's interest in all rentals and income arising from any sublease of all or
a portion of the Premises heretofore or hereafter made by Lessee, and Lessor may
collect such rent and income and apply same toward Lessee's obligations under
this Lease; provided, however, that until a Breach (as defined in Paragraph
13.1) shall occur in the performance of Lessee's obligations under this Lease,
Lessee may, except as otherwise provided in this Lease, receive, collect and
enjoy the rents accruing under such sublease. Lessor shall not, by reason of
this or any other assignment of such sublease to Lessor, nor by reason of the
collection of the rents from a sublessee, be deemed liable to the sublessee for
any failure of Lessee to perform and comply with any of Lessee's obligations to
such sublessee under such sublease. Lessee hereby irrevocably authorizes any
such sublessee, upon receipt of a written notice from Lessor stating that a
Breach (as defined in Paragraph 13) exists in the performance of Lessee's
obligations under this Lease, to pay to Lessor the rents and other charges due
and to become due under the sublease. Sublessee shall rely upon any such
statement and request from Lessor and shall pay such rents and other charges to
Lessor without any obligation or right to inquire as to whether such Breach
exists and notwithstanding any notice from or claim from Lessee to the contrary.
Lessee shall have no right or claim against said sublessee, or, until the Breach
has been cured, against Lessor, for any such rents and other charges so paid by
said sublessee to Lessor.

                  (b) In the event of a Breach by Lessee in the performance of
its obligations under this Lease, Lessor, at its option and without any
obligation to do so, may require any sublessee to attorn to Lessor, in which
event Lessor shall undertake the obligations of the sublessor under such
sublease from the time of the exercise of said option to the expiration of such
sublease; provided, however, Lessor shall not be liable for any prepaid rents or
security deposit paid by such sublessee to such sublessor or for any other prior
Defaults or Breaches of such sublessor under such sublease.

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

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

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

                                       16


         12.4 Allocation of Proceeds Payable to Lessee by Reason of
Assignment/Subletting. As a condition precedent to the effectiveness of any
assignment/subletting, fifty percent (50%) of the net sums or other economic
consideration in excess of the Base Rent payable at the time of such subletting
or assignment (less Lessee's Broker's commission and associated costs) derived
from the subletting or assignment shall be payable to Lessor as additional rent
under this Lease without affecting or reducing any other obligation of Lessee
hereunder. In determining the net amount of economic consideration derived by
Lessee, all expenses of Lessee incurred in subletting or assignment shall be
deducted, including broker's commissions and legal fees incurred by lessee, as
well as any charges paid to Lessor in connection with the subletting or
assignment and the costs of any improvements made to the premises by Lessee for
the benefit of the sublessee/assignee. If only a portion of the Premises is
being subleased by Lessee, the amount to be paid to Lessor will be determined as
follows: the amount of square feet sublet will be divided by total square
footage of the Premises as stated in Paragraph 1.2. The resulting amount will be
multiplied by the total Base Rent then payable for the Premises. Such amount
then will be subtracted from the rent payable to Lessee from the sublessee for
the portion of the Premises being subleased. If the amount payable by the
sublessee is greater than the proportionate Base Rent (determined as provided
above), Lessor shall be entitled to receive, as additional rent under this
Lease, 50% of the excess amount.

13. Default; Breach; Remedies.

         13.1 Default; Breach. Lessor and Lessee agree that if an attorney is
consulted by Lessor in connection with a Lessee Default or Breach (as
hereinafter defined), $300 is a reasonable sum per such occurrence for legal
services and costs in the preparation and service of a notice of Default, and
that Lessor may include the cost of such services and costs in said notice as
rent due and payable to cure said Default. A "Default" is defined as a failure
by the Lessee to observe, comply with or perform any of the terms, covenants,
conditions or rules applicable to Lessee under this Lease (including, but not
limited to, the failure to pay Base Rent or Additional Rent, when due at any
time during the Term). A "Breach" is defined as the occurrence of any one or
more of the following Defaults, and, where a grace period for cure after notice
is specified herein, the failure by Lessee to cure such Default prior to the
expiration of the applicable grace period, and shall entitle Lessor to pursue
the remedies set forth in Paragraphs 13.2 and/or 13.3:

                  (a) The vacating of the Premises without the intention to
reoccupy same, or the abandonment of the Premises.

                  (b) Except as expressly otherwise provided in this Lease, the
failure by Lessee to make any payment of Base Rent or any other monetary payment
required to be made by Lessee hereunder, whether to Lessor or to a third party,
as and when due, the failure by Lessee to provide Lessor with reasonable
evidence of insurance or surety bond required under this Lease, or the failure
of Lessee to fulfill any obligation under this Lease which endangers or
threatens life or property, where such failure continues for a period of five
(5) days following written notice thereof by or on behalf of Lessor to Lessee.

                  (c) Except as expressly otherwise provided in this Lease, the
failure by Lessee to provide Lessor with reasonable written evidence (in duly
executed original form, if applicable) of (i) compliance with applicable law per
Paragraph 6.3, (ii) the inspection, maintenance and service contracts required
under Paragraph 7.1(a), (iii) the recession of an unauthorized assignment or
subletting per Paragraph 12.1(d), (iv) a Tenancy Statement per Paragraphs 16 or
37, (v) the subordination or non-subordination of this Lease per Paragraph 30,
(vi) the guaranty of the performance of Lessee's obligations under this Lease if
required under Paragraphs 1.11 and 37, (vii) the execution of any document
requested under Paragraph 42 (easements), or (viii) any other documentation or
information which Lessor may reasonably require of Lessee under the terms of
this Lease, where any such failure continues for a period of ten (10) days
following written notice by or on behalf of Lessor to Lessee.

                  (d) A Default by Lessee as to the terms, covenants, conditions
or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof,
that are to be observed, complied with or performed by Lessee, other than those

                                       17


described in subparagraphs (a), (b) or (c) above, where such Default continues
for a period of thirty (30) days after written notice thereof by or on behalf of
Lessor to Lessee; provided, however, that if the nature of Lessee's Default is
such that more than thirty (30) days are reasonably required for its cure, then
it shall not be deemed to be a Breach of this Lease by Lessee if Lessee
commences such cure within said thirty (30) day period and thereafter diligently
prosecutes such cure to completion.

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

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

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

         13.2 Remedies. If Lessee fails to perform any affirmative duty or
obligation of Lessee under this Lease, within ten (10) days after written notice
to Lessee (or in case of an emergency, without notice), Lessor may at its option
(but without obligation to do so), perform such duty or obligation on Lessee's
behalf, including but not limited to the obtaining of reasonably required bonds,
insurance policies, or governmental licenses, permits or approvals. The costs
and expenses of any such performance by Lessor shall be due and payable by
Lessee to Lessor upon invoice therefor. If any three (3) checks given to Lessor
by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at
its option, may require all future payments to be made under this Lease by
Lessee to be made only by cashier's check. In the event of a Breach of this
Lease by Lessee, as defined in Paragraph 13.1, with or without further notice or
demand, and without limiting Lessor in the exercise of any right or remedy which
Lessor may have by reason of such Breach, Lessor may:

                  (a) Terminate Lessee's right to possession of the Premises by
any lawful means, in which case this Lease and the terms hereof shall terminate
and Lessee shall immediately surrender possession of the Premises to Lessor. In
such event Lessor shall be entitled to recover from Lessee: (i) the worth at the
time of the award of the unpaid rent which had been earned at the time of
termination; (ii) the worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until the time of
award exceeds the amount of such rental loss that Lessee proves could have been
reasonably avoided; (iii) the worth at the time of award of the amount by which
the unpaid rent for the balance of the term after the time of award exceeds the
amount of such rental loss that the Lessee proves could be reasonably avoided;
and (iv) any other amount necessary to compensate Lessor for all the detriment
proximately caused by the Lessee's failure to perform its obligations under this
Lease or which in the ordinary course of things would be likely to result
therefor, including but not limited to the cost of recovering possession of the
Premises, expenses of reletting, including necessary renovation and alteration
of the Premises, reasonable attorneys' fees, and that portion of the leasing

                                       18


commission paid by Lessor applicable to the unexpired term of this Lease. The
worth at the time of the amount referred to in provision (iii) of the prior
sentence 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%). Efforts by Lessor to mitigate damages caused by Lessee's Default or Breach
of this Lease shall not waive Lessor's right to recover damages under this
Paragraph. If termination of this Lease is obtained through the provisional
remedy of unlawful detainer, Lessor shall have the right to recover in such
proceeding the unpaid rent and damages as are recoverable therein, or Lessor may
reserve therein the right to recover all or any part thereof in a separate suit
for such rent and/or damages. If a notice and grace period required under
subparagraphs 13.1(b), (c) or (d) was not previously given, a notice to pay rent
or quit, or to perform or quit, as the case may be, given to Lessee under any
statute authorizing the forfeiture of leases for unlawful detainer shall also
constitute the applicable notice for grace period purposes required by
subparagraphs 13.1(b), (c) or (d). In such case, the applicable grace period
under subparagraphs 13.1(b), (c) or (d) and under the unlawful detainer statute
shall run concurrently after the one such statutory notice, and the failure of
Lessee to cure the Default within the greater of the two such grace periods
shall constitute both an unlawful detainer and a Breach of this Lease entitling
Lessor to the remedies provided for in this Lease and/or by said statute.

                  (b) Continue the Lease and Lessee's right to possession in
effect (in California under California Civil Code Section 1951.4) after Lessee's
Breach and abandonment and recover as it becomes due, provided Lessee has the
right to sublet or assign, subject only to reasonable limitations. See
Paragraphs 12 and 36 for the limitations on assignment and subletting, which
limitations Lessee and Lessor agree are reasonable. Acts of maintenance or
preservation, efforts to relet the Premises, or the appointment of a receiver to
protect the Lessor's interest under the Lease, shall not constitute a
termination of the Lessee's right to possession.

                  (c) Pursue any other remedy now or hereafter available to
Lessor under the laws or judicial decisions of the state wherein the Premises
are located.

                  (d) The expiration or termination of this Lease and/or the
termination of Lessee's right to possession shall not relieve Lessee from
liability under any indemnity provisions of this Lease as to matters occurring
or accruing during the term hereof or by reason of Lessee's occupancy of the
Premises.

         13.3 Inducement Recapture in Event of Breach. Any agreement by Lessor
for free or abated rent or other charges applicable to the Premises, or for the
giving or paying by Lessor to or for Lessee of any cash or other bonus,
inducement or consideration for Lessee's entering into this Lease, all of which
concessions are hereinafter referred to as "Inducement Provisions," shall be
deemed conditioned upon Lessee's full and faithful performance of all of the
terms, covenants and conditions of this Lease to be performed or observed by
Lessee during the term hereof as the same may be extended. Upon the occurrence
of a Breach of this Lease by Lessee, as defined in Paragraph 13.1, during the
first forty-eight (48) months of the Lease Term, any such Inducement Provision
shall automatically be deemed deleted from this Lease and of no further force or
effect, and any rent, other charge, bonus, inducement or consideration
theretofore abated, given or paid by Lessor under such an Inducement Provision
shall be immediately due and payable by Lessee to Lessor, and recoverable by
Lessor as additional rent due under this Lease, notwithstanding any subsequent
cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of
the Breach which initiated the operation of this Paragraph shall not be deemed a
waiver by Lessor of the provisions of this Paragraph unless specifically so
stated in writing by Lessor at the time of such acceptance.

         13.4 Late Charges. Lessee hereby acknowledges that late payment by
Lessee to Lessor of rent and other sums due hereunder will cause Lessor to incur
costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed upon
Lessor by the terms of any ground lease, mortgage or trust deed covering the
Premises. Accordingly, if any installment of rent or any other sum due from
Lessee shall not be received by Lessor or Lessor's designee within five (5) days
after such amount shall be due, then, without any requirement for notice to
Lessee, Lessee shall pay to Lessor a late charge equal to five percent (5%) of
such overdue amount. The Parties hereby agree that such late charge represents a
fair and reasonable estimate of the costs Lessor will incur by reason of late
payment by Lessee. Acceptance of such late charge by Lessor shall in no event
constitute a waiver of Lessee's Default or Breach with respect to such overdue
amount, nor prevent Lessor from exercising any of the other rights and remedies

                                       19


granted hereunder. In the event that a late charge is payable hereunder, whether
or not collected, for three (3) consecutive installments of Base Rent, then
notwithstanding Paragraph 4.1 or any other provision of this Lease to the
contrary, Base Rent shall, at Lessor's option, become due and payable quarterly
in advance.

         13.5 Breach by Lessor. Lessor shall not be deemed in breach of this
Lease unless Lessor fails within a reasonable time to perform an obligation
required to be performed by Lessor. For purposes of this Paragraph 13.5, a
reasonable time shall in no event be less than thirty (30) days after receipt by
Lessor of written notice specifying wherein such obligation of Lessor has not
been performed; provided, however, that if the nature of Lessor's obligation is
such that more than thirty (30) days after such notice are reasonably required
for its performance, then Lessor shall not be in breach of this Lease if
performance is commenced within such thirty (30) day period and thereafter
diligently pursued to completion.

14. Condemnation. If the Premises or any portion thereof are taken under the
power of eminent domain or sold under the threat of the exercise of said power
(all of which are herein called "condemnation"), this Lease shall terminate as
to the part so taken as of the date the condemning authority takes title or
possession, whichever first occurs. If more than ten percent (10%) of the floor
area of the Premises, or more than twenty-five percent (25%) of the land area
not occupied by any building, is taken by condemnation, Lessee may, at Lessee's
option, to be exercised in writing within ten (10) days after Lessor shall have
given Lessee written notice of such taking (or in the absence of such notice,
within ten (10) days after the condemning authority shall have taken possession)
terminate this Lease as of the date the condemning authority takes such
possession. If Lessee does not terminate this Lease in accordance with the
foregoing, this Lease shall remain in full force and effect as to the portion of
the Premises remaining, except that the Base Rent shall be reduced in the same
proportion as the rentable floor area of the Premises taken bears to the total
rentable floor area of the building located on the Premises. No reduction of
Base Rent shall occur if the only portion of the Premises taken is land on which
there is no building, unless the land taken materially reduces available access
to or parking for the Premises (and no reasonable substitute for such access or
parking is available). Any award for the taking of all or any part of the
Premises under the power of eminent domain or any payment made under threat of
the exercise of such power shall be the property of Lessor, whether such award
shall be made as compensation for diminution in value of the leasehold or for
the taking of the fee, or as severance damages; provided, however, that Lessee
shall be entitled to any compensation, separately awarded to Lessee for Lessee's
relocation expenses and/or loss of Lessee's Trade Fixtures. In the event that
this Lease is not terminated by reason of such condemnation, Lessor shall to the
extent of its net severance damages received, over and above the legal and other
expenses incurred by Lessor in the condemnation matter, repair any damage to the
Premises caused by such condemnation, except to the extent that Lessee has been
reimbursed therefor by the condemning authority. Lessee shall be responsible for
the payment of any amount in excess of such net severance damages required to
complete such repair.

15. Broker's Fees. Lessor shall pay all commissions and fees due the Broker
designated in Paragraph 1.12. Lessee and Lessor each represent and warrant to
the other that it has had no dealings with any person, firm, broker or finder
(other than the Broker, if any named in Paragraph 1.12) in connection with the
negotiation of this Lease and/or the consummation of the transaction
contemplated hereby, and that no any any other broker, finder or other person,
firm or entity other than said named Broker is entitled to any commission or
finder's fee in connection with said transaction. Lessee and Lessor do each
hereby agree to indemnify, protect, defend and hold the other harmless from and
against liability for compensation or charges which may be claimed by any such
unnamed broker, finder or other similar party by reason of any dealings or
actions of the indemnifying Party, including any costs, expenses and attorneys'
fees reasonably incurred with respect thereto.

16. Tenancy and Financial Statement.

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

                                       20


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

17. Lessor's Liability. The term "Lessor" as used herein shall mean the owner or
owners at the time in question of the fee title to the Property, or, if this is
a sublease, of the Lessee's interest in the prior lease. In the event of a
transfer of Lessor's title or interest in the Property or in this Lease, Lessor
shall deliver to the transferee or assignee (in cash or by credit) any unused
Security Deposit held by Lessor at the time of such transfer or assignment.
Except as provided in Paragraph 15, upon such transfer or assignment and
delivery of the Security Deposit, as aforesaid, the prior Lessor shall be
relieved of all liability with respect to the obligations and/or covenants under
this Lease thereafter to be performed by the Lessor. Subject to the foregoing,
the obligations and/or covenants in this Lease to be performed by the Lessor
shall be binding only upon the Lessor as hereinabove defined.

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

19. Interest on Past-Due Obligations. Any monetary payment due Lessor hereunder,
other than late charges, not received by Lessor within thirty (30) days
following the date on which it was due, shall bear interest from the
thirty-first (31st) day after it was due at the rate of twelve percent per annum
or the maximum rate allowed by law, whichever is less, in addition to the late
charge provided for in Paragraph 13.4.

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

21. Rent Defined. All monetary obligations of Lessee to Lessor under the terms
of this Lease are deemed to be rent.

22. No Prior or Other Agreements. This Lease contains all agreement between the
Parties with respect to any matter mentioned herein, and no other prior or
contemporaneous agreement or understanding shall be effective.

23. Notices.

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

         23.2 Any notice sent by registered or certified mail, return receipt
requested, shall be deemed given on the date of delivery shown on the receipt
card, or if no delivery date is shown, the postmark thereon. If sent by regular
mail the notice shall be deemed given forty-eight (48) hours after the same is
addressed as required herein and mailed with postage prepaid. Notices delivered
by United States Express Mail or overnight courier that guarantees next day
delivery shall be deemed given twenty-four (24) hours after delivery of the same
to the United States Postal Service or courier. If notice is received on a
Sunday or legal holiday, it shall be deemed received on the next business day.

                                       21


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

25. Recording. Either Lessor or Lessee shall, upon request of the other,
execute, acknowledge and deliver to the other a short form memorandum of this
Lease for recording purposes. The Party requesting recordation shall be
responsible for payment of any fees or taxes applicable thereto.

26. No Right To Holdover. Lessee has no right to retain possession of the
Premises or any part thereof beyond the expiration or earlier termination of
this Lease. In the event Lessee retains possession of the Premises or any part
thereof beyond the expiration or earlier termination of this Lease, the Base
Rent shall be increased to one hundred fifty percent (150%) of the Base Rent
applicable during the month immediately preceding the expiration or termination.
Nothing contained herein shall be construed as consent by Lessor to any holding
over by Lessee.

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

28. Covenants and Conditions. All provisions of this Lease to be observed or
performed by Lessee are both covenants and conditions.

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

30. Subordination; Attornment; Non-Disturbance.

         30.1 Subordination. This Lease and any Option granted hereby shall be
subject and subordinate to any ground lease, mortgage, deed of trust, or other
hypothecation or security device (collectively, "Security Device"), now or
hereafter placed by Lessor upon the Property, to any and all advances made on
the security thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof. Lessee agrees that the Lenders holding any
such Security Device shall have no duty, liability or obligation to perform any
of the obligations of Lessor under this Lease, but that in the event of Lessor's
default with respect to any such obligation, Lessee will give any Lender whose
name and address have been furnished Lessee in writing for such purpose notice
of Lessor's default and allow such Lender thirty (30) days following receipt of
such notice for the cure of said default before invoking any remedies Lessee may
have by reason thereof. If any Lender shall elect to have this Lease and/or any
Option granted hereby superior to the lien of its Security Device and shall give
written notice thereof to Lessee, this Lease and such Options shall be deemed
prior to such Security Device, notwithstanding the relative dates of the
documentation or recordation thereof.

         30.2 Attornment. Subject to the non-disturbance provisions of Paragraph
30.3, Lessee agrees to attorn to a Lender or any other party who acquires
ownership of the Premises by reason of a foreclosure of a Security Device, and
that in the event of such foreclosure, such new owner shall not: (i) be liable
for any act or omission of any prior Lessor or with respect to events occurring

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prior to acquisition of ownership, (ii) be subject to any offsets or defenses
which Lessee might have against any prior Lessor, or (iii) be bound by
prepayment of more than one month's rent.

         30.3 Non-Disturbance. With respect to Security Devices entered into by
Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving assurance (a "non-disturbance agreement") from the
Lender that Lessee's possession and this Lease, including any options to extend
the term hereof, will not be disturbed so long as Lessee is not in Breach hereof
and attorns to the record owner of the Premises.

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

31. Attorney's Fees. If any Party brings an action or proceeding to enforce the
terms hereof or declare rights hereunder, the Prevailing Party (as hereafter
defined) in any such proceeding, action, or appeal thereon, shall be entitled to
reasonable attorney's fees. Such fees may be awarded in the same suit or
recovered in a separate suit, whether or not such action or proceeding is
pursued to decision or judgment. The term, "Prevailing Party" shall include,
without limitation, a Party who substantially obtains or defeats the relief
sought, as the case may be, whether by compromise, settlement, judgment, or the
abandonment by the other Party of its claim or defense. The attorney's fee award
by the Court or other tribunal shall not be computed in accordance with any
court fee schedule, but shall be such as to fully reimburse all attorneys' fees
reasonably incurred. Lessor shall be entitled to attorney's fees, costs and
expenses incurred in the preparation and service of notices of Default and
consultations in connection therewith, whether or not a legal action is
substantially commenced in connection with such Default or resulting Breach.

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall
have the right to enter the Premises at any time, in the case of an emergency,
and otherwise upon twenty four (24) hours notice to Lessee, for the purpose of
showing the same to prospective purchasers, lenders, or Lessees, and making such
alterations, repairs, improvements or additions to the Premises or to the
building of which they are a part, as Lessor may reasonably deem necessary.
Lessor may at any time place on or about the Premises or building any ordinary
"For Sale" signs and Lessor may at any time during the last one hundred twenty
(120) days of the term hereof place on or about the Premises any ordinary "For
Lease" signs. All such activities of Lessor shall be without abatement of rent
or liability to Lessee.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, either
voluntarily or involuntarily, any auction upon the Premises without having first
having obtained Lessor's prior written consent. Notwithstanding anything to the
contrary in this Lease, Lessor shall not be obligated to exercise any standard
of reasonableness in determining whether to grant such consent.

34. Signs. Lessee shall not place any sign upon the Premises, except that Lessee
may, subject to Lessor's prior written approval, install a sign on the exterior
of the Building (but not on the roof), the placement of which will be subject to
Lessor's prior written approval. The installation of any permitted sign on the
Premises by or for Lessee also shall be subject to all of the provisions of
Paragraph 7 (Maintenance, Repairs, Utility Installations, Trade Fixtures and
Alterations) and all applicable statutes, ordinances and regulations.

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

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36. Consents.

                  (a) Except as otherwise provided herein, wherever in this
Lease the consent of Lessor is required to an act by or for the Lessee, such
consent shall not be unreasonably withheld or delayed. Lessor's actual
reasonable costs and expenses (including but not limited to architects',
attorneys', engineers' or other consultants' fees) incurred in the consideration
of, or response to, a request by Lessee for any Lessor consent pertaining to
this Lease or the Premises, including but not limited to consents to an
assignment, a subletting or the presence or use of a Hazardous Substance or
storage tank, shall be paid by Lessee to Lessor upon receipt of an invoice and
supporting documentation thereof. Lessor's consent to any act, assignment of
this Lease or subletting of the Premises by Lessee shall not constitute an
acknowledgment that no Default or Breach by Lessee of this Lease exists, nor
shall such consent be deemed a waiver of any then existing Default or Breach,
except as may be otherwise specifically stated in writing by Lessor at the time
of such consent.

                  (b) All conditions to Lessor's consent authorized by this
Lease are acknowledged by Lessee as being reasonable. The failure to specify
herein any particular condition to Lessor's consent shall not preclude the
imposition by Lessor at the time of consent of such further or other conditions
as are then reasonable with reference to the particular matter for which consent
is being given.

37. Guarantor:

         37.1 If there are to be any Guarantors of this Lease per Paragraph
1.15, the form of the guaranty to be executed by each such Guarantor shall be in
the form most recently published by the American Industrial Real Estate
Association, and each said Guarantor shall have the same obligations as Lessee
under this Lease, including but not limited to the obligation to provide the
Tenancy Statement and information called for by Paragraph 16.

         37.2 It shall constitute a Default of the Lessee under this Lease if
any such Guarantor fails or refuses, upon reasonable request by Lessor to give:
(a) evidence of the due execution of the guaranty called for by this Lease,
including the authority of the Guarantor (and of the party signing on
Guarantor's behalf) to obligate such Guarantor on said guaranty, and including
in the case of a corporate Guarantor, a certified copy of a resolution of its
board of directors authorizing the making of such guaranty, together with a
certificate of incumbency showing the signatures of the persons authorized to
sign on its behalf, (b) current financial statements of Guarantor as may from
time to time be requested by Lessor, (c) a Tenancy Statement, or (d) written
confirmation that the guaranty is still in effect.

38. Quiet Possession. Upon payment by Lessee of the Base Rent and all other rent
for the Premises and the observance and performance of all of the covenants,
conditions and provisions on Lessee's part to be observed and performed under
this Lease, Lessee shall have quiet possession of the Premises for the entire
term hereof subject to all of the provisions of this Lease.

39. Options.

         39.1 Definition. As used in this lease the word "Option" has only the
following meaning: the right to extend the Term of this Lease..

         39.2 Options Personal to Original Lessee. Each Option granted to Lessee
in this Lease is personal to the original Lessee named in Paragraph 1.1 of this
Lease, and cannot be voluntarily or involuntarily assigned or exercised by any
person or entity other than said original Lessee while the original Lease is in
full and actual possession of the Premises and without the intention of
thereafter assigning or subletting. The Options, if any, herein granted to
Lessee are not assignable, either as a part of an assignment of this Lease or
separately or apart therefrom, and no Option may be separated from this Lease in
any manner, by reservation or otherwise.

                                       24


         39.3 Multiple Options. In the event that Lessee has any multiple
Options to extend this Lease, a later option cannot be exercised unless the
prior options to extend this Lease have been validly exercised.

         39.4 Effect of Default on Options.

                  (a) Lessee shall have no right to exercise an Option,
notwithstanding any provision in the grant of Option to the contrary: (i) during
the period commencing with the giving of any notice of Default under Paragraph
13.1 and continuing until the noticed Default is cured, or (ii) during the
period of time any monetary obligation due Lessor from Lessee is unpaid (without
regard to whether notice thereof is given Lessee), or (iii) during the time
Lessee is in Breach of this Lease, or (iv) in the event that Lessor has given to
Lessee three (3) or more notices of Default under Paragraph 13.1, at any time
during the lease term, whether or not the Defaults are cured, during the 12
month period immediately prededing the exercise of the Option.

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

                  (c) All rights of Lessee under the provisions of an Option
shall terminate and be of no further force or effect, notwithstanding Lessee's
due and timely exercise of the Option if after such exercise and during the
initial term of this Lease, (i) Lessee fails to pay to Lessor a monetary
obligation of Lessee for a period of thirty (30) days after such obligation
becomes due (without any necessity of Lessor to give notice thereof to Lessee),
or (ii) Lessor gives to Lessee two or more notices of Default under Paragraph
13.1 during any twelve month period, whether or not the Defaults are cured, or
(iii) if Lessee commits a Breach of this Lease.

40. Multiple Buildings/Premises. If the Premises are part of a group of
buildings controlled by Lessor or is located within a building that contains
multiple premises, Lessee agrees that it will abide by, keep and observe all
reasonable rules and regulations which Lessor may make from time to time for the
management, safety, care, and cleanliness of the grounds, the parking and
unloading of vehicles and the preservation of good order, as well as for the
convenience of other occupants or tenants of such other buildings and their
invitees, and that Lessee will pay its fair share of common expenses incurred in
connection therewith.

41. Security Measures. Lessee hereby acknowledges that the Base Rent payable to
Lessor hereunder does not include the cost of guard service or other security
measures, and that Lessor shall have no obligation whatsoever to provide same;
provided, however, to the extent such services and/or other measures are
provided to the Property by Lessor, the same shall be included as Operating
Expenses. Lessee assumes all responsibility for the protection of the Premises,
Lessee, its agents and invitees and their property from acts of third parties.

42. Reservations. Lessor reserves to itself the right, from time to time, to
grant, without the consent or joiner of Lessee, such easements, rights and
dedications that Lessor deems necessary, and to cause the recordation of parcel
maps and restrictions, so long as such easements, rights, dedications, maps and
restrictions do not unreasonably interfere with the use of the Premises by
Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to
effectuate any such easement rights, dedication, map or restrictions.

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

44. Authority. If either Party hereto is a corporation, trust, or general or
limited partnership, each individual executing this Lease on behalf of such
entity represents and warrants that he or she is duly authorized to execute and

                                       25


deliver this Lease on its behalf. If Lessee is a corporation, trust or
partnership, Lessee shall, within thirty (30) days after request by Lessor,
deliver to Lessor evidence satisfactory to Lessor of such authority.

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

46. Offer. Preparation of this Lease by Lessor or Lessor's agent and submission
of same to Lessee shall not be deemed an offer to lease to Lessee. This Lease is
not intended to be binding until executed by all Parties hereto.

47. Amendments. This Lease may be modified only in writing, signed by the
parties in interest at the time of the modification. The parties shall amend
this Lease from time to time to reflect any adjustments that are made to the
Base Rent or other rent payable under this Lease. As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees to make such
reasonable non-monetary modifications to this Lease as may be reasonably
required by an institutional, insurance company, or pension plan Lender in
connection with the obtaining of normal financing or refinancing of the
Property.

48. Multiple Parties. Except as otherwise expressly provided herein, if more
than one person or entity is named herein as either Lessor or Lessee, the
obligations of such multiple parties shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Lessee.

49. Parking; Access Driveway. At all times during the Lease Term, Lessee and its
employees, contractors and invitees, shall have (i) the exclusive right to use
five (5) parking spaces ("Parking Spaces") located in the parking area adjacent
to the Premises, as depicted on Exhibit A, for the purpose of parking vehicles
belonging to Lessee's officers, employees, contractors and invitees and (i) the
non-exclusive right to use the access driveway located on the Proeprty for the
purpose of vehiclar access to and from the Premises and the Parking Spaces.
There shall be no additional rent or other charge payable for such use by
Lessee; however, such use shall be subject to the provisions of this Lease,
including without limitation Paragraph 40.

51. Option(s) To Extend. Lessor hereby grants to Lessee an Option to extend the
Term of this Lease for a term of two (2) years ( "Option Term"), subject to all
terms and conditions set forth in this Lease except for Base Rent, which shall
be determined as set forth in Paragraph 51.1. Lessee must exercise each Option
on or before the date one hundred eighty (180) days prior to the expiration the
initial Term or preceding Option Term, as the case may be, time expressly being
declared of the essence.

         51.1 Base Rent During Option Term(s). As of the commencement of each
Option Term (the "Option Term Commencement Date"), Base Rent shall be adjusted
as set forth in this Paragraph 51.1. During the first Option Term, Base Rent
shall be payable as follows: months 1-12, $3150; and months 13-24, $3307.

         LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH
         TERM AND PROVISION HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW
         THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE
         THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE
         COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR
         AND LESSEE WITH RESPECT TO THE PREMISES. FURTHER, EXPERTS SHOULD BE
         CONSULTED TO EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE
         PRESENCE OF ASBESTOS, STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO
         REPRESENTATION OR RECOMMENDATION IS MADE BY THE REAL ESTATE BROKER (S)
         OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT,
         OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT
         RELATED; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN
         COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

                                       26


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

Executed at 1836 Lapham Drive,                   Executed at Woodridge Il. 60517
Modesto, CA 95356                                on  March 24, 2006
on March 23, 2006



LESSOR                                           LESSEE
ARCO Securities, Inc.                            ACMI, Inc.
A California corporation                         A Utah Corporation

By: /s/ David Noland                             By: /s/ Ed Rensi
Name: David Noland Name: Ed Rensi
Title: President Title: CEO
Address: 1836 Lapham Drive                       Address:6805 Hobson Valley Dr.,
         Modesto, CA  95354                      Ste. 106 Woodridge, Il. 60517
         Telephone: 209-529-0150
         Facsimile: 209-526-3406

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