STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, AS LANDLORD, AND ALLCOM USA, INC., A NEVADA CORPORATION, AS TENANT

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Title: STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, AS LANDLORD, AND ALLCOM USA, INC., A NEVADA CORPORATION, AS TENANT
Governing Law: California Date: 1/12/2005

STANDARD OFFICE LEASE

BY AND BETWEEN

ARDEN REALTY LIMITED PARTNERSHIP,

A MARYLAND LIMITED PARTNERSHIP,

AS LANDLORD,

AND

ALLCOM USA, INC.,

A NEVADA CORPORATION,

AS TENANT

SUITE 250

HAVENGATE

<PAGE>

<TABLE>

TABLE OF CONTENTS

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PAGES

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ARTICLE 1 BASIC LEASE PROVISIONS . . . . . . . . . . . . . . . . 1

ARTICLE 2 TERM/PREMISES. . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 3 RENTAL . . . . . . . . . . . . . . . . . . . . . . . . 2

(A) BASIC RENTAL . . . . . . . . . . . . . . . . . 2

(B) INCREASE IN DIRECT COSTS . . . . . . . . . . . 2

(D) DETERMINATION OF PAYMENT . . . . . . . . . . . 4

ARTICLE 4 SECURITY DEPOSIT . . . . . . . . . . . . . . . . . . . 5

ARTICLE 5 HOLDING OVER . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 6 PERSONAL PROPERTY TAXES. . . . . . . . . . . . . . . . 6

ARTICLE 7 USE. . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE 8 CONDITION OF PREMISES. . . . . . . . . . . . . . . . . 6

ARTICLE 9 REPAIRS AND ALTERATIONS. . . . . . . . . . . . . . . . 7

(a) LANDLORD'S OBLIGATION. . . . . . . . . . . . . 7

(b) TENANT'S OBLIGATION. . . . . . . . . . . . . . 7

(d) INSURANCE LIENS. . . . . . . . . . . . . . . . 7

(e) COSTS AND FEES; REMOVAL. . . . . . . . . . . . 8

ARTICLE 10 LIENS. . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 11 PROJECT SERVICES . . . . . . . . . . . . . . . . . . . 8

(a) BASIC SERVICES . . . . . . . . . . . . . . . . 8

(b) EXCESS USAGE . . . . . . . . . . . . . . . . . 9

(d) HVAC BALANCE . . . . . . . . . . . . . . . . . 9

(e) TELECOMMUNICATIONS . . . . . . . . . . . . . . 9

(f) AFTER-HOURS USE. . . . . . . . . . . . . . . . 9

(g) REASONABLE CHARGES . . . . . . . . . . . . . . 10

(h) SOLE ELECTRICAL REPRESENTATIVE . . . . . . . . 10

ARTICLE 12 RIGHTS OF LANDLORD . . . . . . . . . . . . . . . . . . 10

(a) RIGHT OF ENTRY . . . . . . . . . . . . . . . . 10

(b) MAINTENANCE WORK . . . . . . . . . . . . . . . 10

ARTICLE 13 INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY. . . . 10

(a) INDEMNITY. . . . . . . . . . . . . . . . . . . 10

(b) EXEMPTION OF LANDLORD FROM LIABILITY . . . . . 11

ARTICLE 14 INSURANCE. . . . . . . . . . . . . . . . . . . . . . . 11

(a) TENANT'S INSURANCE . . . . . . . . . . . . . . 11

(b) FORM OF POLICIES . . . . . . . . . . . . . . . 12

(d) WAIVER OF SUBROGATION. . . . . . . . . . . . . 12

(e) COMPLIANCE WITH LAW. . . . . . . . . . . . . . 12

ARTICLE 15 ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . . . 12

ARTICLE 16 DAMAGE OR DESTRUCTION. . . . . . . . . . . . . . . . . 14

<PAGE>

ARTICLE 17 Subordination. . . . . . . . . . . . . . . . . . . . . 15

ARTICLE 18 Eminent Domain . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 19 Default. . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 20 Remedies. . . . . . . . . . . . . . . . . . . . .. . . 17

ARTICLE 21 Transfer of Landlord's Interest. . . . . . . . . . . . 18

ARTICLE 22 Broker . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 23 Parking. . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE 24 Waiver . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE 25 Estoppel Certificate . . . . . . . . . . . . . . . . . 19

ARTICLE 26 Liability Of Landlord. . . . . . . . . . . . . . . . . 20

ARTICLE 27 Inability To Perform . . . . . . . . . . . . . . . . . 20

ARTICLE 28 Hazardous Waste. . . . . . . . . . . . . . . . . . . . 20

ARTICLE 29 Surrender of Premises; Removal of Property . . . . . . 22

ARTICLE 30 Miscellaneous. . . . . . . . . . . . . . . . . . . . . 22

(a) Severability; Entire Agreement . . . . . . . . 22

(b) Attorneys' Fees; Waiver of Jury Trial. . . . . 23

(d) Headings; Joint and Several. . . . . . . . . . 23

(e) Reserved Area. . . . . . . . . . . . . . . . . 23

(f) No Option. . . . . . . . . . . . . . . . . . . 24

(g) Use of Project Name; Improvements. . . . . . . 24

(h) Rules and Regulations. . . . . . . . . . . . . 24

(i) Quiet Possession . . . . . . . . . . . . . . . 24

(j) Rent . . . . . . . . . . . . . . . . . . . . . 24

(k) Successors and Assigns . . . . . . . . . . . . 24

(l) Notices. . . . . . . . . . . . . . . . . . . . 24

(m) Persistent Delinquencies . . . . . . . . . . . 24

(n) Right of Landlord to Perform . . . . . . . . . 24

(o) Access, Changes in Project, Facilities, Name . . 25

(p) Signing Authority. . . . . . . . . . . . . . . 25

(q) Identification of Tenant . . . . . . . . . . . 25

(r) Intentionally Omitted. . . . . . . . . . . . . 26

(s) Survival of Obligations. . . . . . . . . . . . 26

(t) Confidentiality. . . . . . . . . . . . . . . . 26

(u) Governing Law. . . . . . . . . . . . . . . . . 26

(v) Exhibits . . . . . . . . . . . . . . . . . . . 27

(w) Independent Covenants. . . . . . . . . . . . . 27

(x) Counterparts . . . . . . . . . . . . . . . . . 27

ARTICLE 31 Right of First Offer . . . . . . . . . . . . . . . . . 27

ARTICLE 32 Eyebrow Signage. . . . . . . . . . . . . . . . . . . . 28

Exhibit "A" Premises

Exhibit "B" Rules and Regulations

Exhibit "C" Notice of Lease Term Dates and Tenant's Proportionate Share

Exhibit "D" Tenant Work Letter

</TABLE>

<PAGE>

<TABLE>

INDEX OF DEFINED TERMS

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DEFINED TERMS PAGE

------------- ---------

<S> <C>

Additional Rent. . . . . . . . . . . . . . . . . . . . . . . . 3

Alterations. . . . . . . . . . . . . . . . . . . . . . . . . . 7

Approved Working Drawings. . . . . . . . . . . . . . . . . . .Exhibit D

Architect. . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D

Base Year. . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Basic Rental . . . . . . . . . . . . . . . . . . . . . . . . . 1

Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Commencement Date. . . . . . . . . . . . . . . . . . . . . . . 1

Contractor . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D

Direct Costs . . . . . . . . . . . . . . . . . . . . . . . . . 3

Estimate . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Estimate Statement . . . . . . . . . . . . . . . . . . . . . . 4

Estimated Excess . . . . . . . . . . . . . . . . . . . . . . . 4

Event of Default . . . . . . . . . . . . . . . . . . . . . . . 16

Excess . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Expiration Date. . . . . . . . . . . . . . . . . . . . . . . . 1

First Month's Rent . . . . . . . . . . . . . . . . . . . . . . 2

Force Majeure. . . . . . . . . . . . . . . . . . . . . . . . . 20

Hazardous Material . . . . . . . . . . . . . . . . . . . . . . 22

Landlord . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Lease Year . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Operating Costs. . . . . . . . . . . . . . . . . . . . . . . . 3

Over-Allowance Amount. . . . . . . . . . . . . . . . . . . . .Exhibit D

Parking Passes . . . . . . . . . . . . . . . . . . . . . . . . 2

Partnership Tenant . . . . . . . . . . . . . . . . . . . . . . 26

Permitted Use. . . . . . . . . . . . . . . . . . . . . . . . . 2

Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D

Premises . . . . . . . . . . . . . . . . . . . . . . . . . . . i

Project. . . . . . . . . . . . . . . . . . . . . . . . . . . . I

Real Property. . . . . . . . . . . . . . . . . . . . . . . . . 3

Security Deposit . . . . . . . . . . . . . . . . . . . . . . . 2

Square Footage . . . . . . . . . . . . . . . . . . . . . . . . 1

Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Tax Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Tenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Tenant Delays. . . . . . . . . . . . . . . . . . . . . . . . .Exhibit D

Tenant Improvements. . . . . . . . . . . . . . . . . . . . . . 7

Tenant's Proportionate Share . . . . . . . . . . . . . . . . . 2

Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Transfer Premium . . . . . . . . . . . . . . . . . . . . . . . 14

Transferee . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Working Drawings . . . . . . . . . . . . . . . . . . . . . . .Exhibit D

</TABLE>

<PAGE>

STANDARD OFFICE LEASE

---------------------

This Standard Office Lease ("Lease") is made and entered into as of this

27th day of November, 2001, by and between ARDEN REALTY LIMITED PARTNERSHIP, a

Maryland limited partnership ("Landlord"), and ALLCOM USA, INC., a Nevada

corporation ("Tenant").

Tenant hereby leases from Landlord the premises described as Suite No. 250,

as designated on the plan attached hereto and incorporated herein as Exhibit "A"

("Premises"), of the project ("Project") whose address is 10390 Commerce Center

Drive, Rancho Cucamonga, California, for the Term and upon the terms and

conditions hereinafter set forth, and Landlord and Tenant hereby agree as

follows:

<TABLE>

ARTICLE 1

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BASIC LEASE PROVISIONS

----------------------

A. TERM: Thirty-seven (37) months.

COMMENCEMENT DATE: The earlier of (i) the date Tenant first commences

to conduct business in the Premises, or (ii) the date

of Substantial Completion of Improvements in the

Premises (but not earlier than January 1, 2002

unless due to Tenant having commenced to

conduct business).

EXPIRATION DATE: The date immediately preceding the thirty-seventh

month following the Commencement Date;

provided, however, that if the Commencement

Date is a date other than the first day of a month,

the Expiration Date shall be the last day of the

month which is thirty-seven (37) months after the

month in which the Commencement Date falls,

unless extended or earlier terminated pursuant to

this Lease.

B. SQUARE FOOTAGE: 2,422 rentable square feet.

C. BASIC RENTAL:

Annual Monthly Monthly Basic Rental

Lease Month Basic Rental Basic Rental Per Rentable Square Foot

----------- ------------ ------------ ------------------------

1 Free Free Free

2-12 N/A $3,511.90 $1.45

13-24 $43,596.00 $3,633.00 $1.50

25-37 $45,049.20 $3,754.10 $1.55

D. BASE YEAR: 2001

E. TENANT'S PROPORTIONATE SHARE: 3.01%

F. SECURITY DEPOSIT: A security deposit of $3,754.10 shall be due and

payable by Tenant to Landlord upon Tenant's

execution of this Lease.

G. PERMITTED USE: General office use.

H. BROKERS: Rose Management Group

<PAGE>

I. PARKING PASSES: Tenant shall rent four (4) unreserved parking

passes for each 1,000 rentable square feet

contained in the Premises, which equals ten (10

passes, at the rate provided in Article 23 hereof.

J. INITIAL INSTALLMENT OF BASIC The first full month's Basic Rental of $3,511.90

RENTAL: (which shall be applied to Tenant's Basic Rental

obligation for the second (2nd) month of the Term)

shall be due and payable by Tenant to Landlord

upon Tenant's execution of this Lease.

</TABLE>

ARTICLE 2

---------

TERM/PREMISES

-------------

The Term of this Lease shall commence on the Commencement Date as set forth

in Article 1.A. of the Basic Lease Provisions and shall end on the Expiration

Date set forth in Article 1.A. of the Basic Lease Provisions. For purposes of

this Lease, the term "LEASE YEAR" shall mean each consecutive twelve (12) month

period during the Lease Term, with the first Lease Year commencing on the

Commencement Date; however, (a) if the Commencement Date falls on a day other

than the first day of a calendar month, the first Lease Year shall end on the

last day of the eleventh (11th) month after the Commencement Date and the second

(2nd) and each succeeding Lease Year shall commence on the first day of the next

calendar month, and (b) the last Lease Year shall end on the Expiration Date. If

Landlord does not deliver possession of the Premises to Tenant on or before the

anticipated Commencement Date (as set forth in Article 1.A, above), Landlord

shall not be subject to any liability for its failure to do so, and such failure

shall not affect the validity of this Lease nor the obligations of Tenant

hereunder. Landlord and Tenant hereby stipulate that the Premises contains the

number of square feet specified in Article 1.B. of the Basic Lease Provisions,

except that the rentable and usable square feet of the Premises and the Project

are subject to verification from time to time by Landlord's architect/space

planner. In the event that Landlord's architect/space planner determines that

the amounts thereof shall be different from those set forth in this Lease, all

amounts, percentages and figures appearing or referred to in this Lease based

upon such incorrect amount (including, without limitation, the amount of the

Basic Rental, Tenant's Proportionate Share, and the "Improvement Allowance," as

that term is defined in Section 2 of the Tenant Work Letter) shall be modified

in accordance with such determination. If such determination is made, it will be

confirmed in writing by Landlord to Tenant. Landlord may deliver to Tenant a

Commencement Letter in a form substantially similar to that attached hereto as

Exhibit "C", which Tenant shall execute and return to Landlord within five (5)

days of receipt thereof. Failure of Tenant to timely execute and deliver the

Commencement Letter shall constitute an acknowledgment by Tenant that the

statements included in such notice are true and correct, without exception.

ARTICLE 3

---------

RENTAL

------

(a) Basic Rental. Tenant agrees to pay to Landlord during the

-------------

Term hereof, at Landlord's office or to such other person or at such other place

as directed from time to time by written notice to Tenant from Landlord, the

initial monthly and annual sums as set forth in Article 1.C of the Basic Lease

Provisions, payable in advance on the first day of each calendar month, without

demand, setoff or deduction, and in the event this Lease commences or the date

of expiration of this Lease occurs other than on the first day or last day of a

calendar month, the rent for such month shall be prorated. Notwithstanding the

foregoing, the first full month's Basic Rental shall be paid to Landlord in

accordance with Article 1.J. of the Basic Lease Provisions.

(b) Increase in Direct Costs. The term "BASE YEAR" means the calendar

--------------------------

year set forth in Article 1.D. of the Basic Lease Provisions. If, in any

calendar year during the Term of this Lease, the "Direct Costs" (as hereinafter

defined) paid or incurred by Landlord shall be higher than the Direct Costs for

the Base Year, Tenant shall pay an additional sum for each such subsequent

calendar year equal to the product of the amount set forth in Article 1.E. of

the Basic Lease Provisions multiplied by such increased amount of Direct Costs.

In the event either the Premises and/or the Project is expanded or reduced, then

Tenant's Proportionate Share shall be

<PAGE>

appropriately adjusted, and as to the calendar year in which such change occurs,

Tenant's Proportionate Share for such calendar year shall be determined on the

basis of the number of days during that particular calendar year that such

Tenant's Proportionate Share was in effect. In the event this Lease shall

terminate on any date other than the last day of a calendar year, the additional

sum payable hereunder by Tenant during the calendar year in which this Lease

terminates shall be prorated on the basis of the relationship which the number

of days which "have elapsed from the commencement of said calendar year to and

including said date on which this Lease terminates bears to three hundred sixty

five (365), Any and all amounts due and payable by Tenant pursuant to this Lease

(other than Basic Rental) shall be deemed "ADDITIONAL RENT" and Landlord shall

be entitled to exercise the same rights and remedies upon default in these

payments as Landlord is entitled to exercise with respect to defaults in monthly

Basic Rental payments.

-----------

the sum of the following:

(i) "TAX COSTS", which shall mean any and all real estate

taxes and other similar charges on real property or improvements, assessments,

water and sewer charges, and all other charges assessed, reassessed or levied

upon the Project and appurtenances thereto and the parking or other facilities

thereof, or the real property thereunder (collectively the "REAL PROPERTY") or

attributable thereto or on the rents, issues, profits or income received or

derived therefrom which are assessed, reassessed or levied by the United States,

the State of California or any local government authority or agency or any

political subdivision thereof, and shall include Landlord's reasonable legal

fees, costs and disbursements incurred in connection with proceedings for

reduction of Tax Costs or any pan thereof; provided, however, if at any time

after the date of this Lease the methods of taxation now prevailing shall be

altered so that in lieu of or as a supplement to or a substitute for the whole

or any part of any Tax Costs, there shall be assessed, reassessed or levied (a)

a tax, assessment, reassessment, levy, imposition or charge wholly or partially

as a net income, capital or franchise levy or otherwise on the rents, issues,

profits or income derived therefrom, or (b) a tax, assessment, reassessment,

levy (including but not limited to any municipal, state or federal levy),

imposition or charge measured by or based in whole or in part upon the Real

Property and imposed upon Landlord, or (c) a license fee measured by the rent

payable under this Lease, then all such taxes, assessments, reassessments or

levies or the part thereof so measured or based, shall be deemed to be included

in the term "Direct Costs." In no event shall Tax Costs included in Direct Costs

for any year subsequent to the Base Year be less than the amount of Tax Costs

included in Direct Costs for the Base Year. In addition, when calculating Tax

Costs for the Base Year, special assessments shall only be deemed included in

Tax Costs for the Base Year to the extent that such special assessments are

included in Tax Costs for the applicable subsequent calendar year during the

Term.

(ii) "OPERATING COSTS", which shall mean all costs and

expenses incurred by Landlord in connection with the maintenance, operation,

replacement, ownership and repair of the Project, the equipment, the

intrabuilding cabling and wiring, adjacent walks, malls and landscaped and

common areas and the parking structure, areas and facilities of the Project,

including, but not limited to, salaries, wages, medical, surgical and general

welfare benefits and pension payments, payroll taxes, fringe benefits,

employment taxes, workers' compensation, uniforms and dry cleaning thereof for

all persons who perform duties connected with the operation, maintenance and

repair of the Project, its equipment, the intrabuilding cabling and wiring and

the adjacent walks and landscaped areas, including janitorial, gardening,

security, parking, operating engineer, elevator, painting, plumbing, electrical,

carpentry, heating, ventilation, air conditioning, window washing, hired

services, a reasonable allowance for depreciation of the cost of acquiring or

the rental expense of persona! property used in the maintenance, operation and

repair of the Project, accountant's fees incurred in the preparation of rent

adjustment statements, legal fees, real estate tax consulting fees, personal

property taxes on property used in the maintenance and operation of the Project,

fees, costs, expenses or dues payable pursuant to the terms of any covenants,

conditions or restrictions or owners' association pertaining to the Project,

capital expenditures incurred to effect economies of operation of, or stability

of services to, the Project and capital expenditures required by government

regulations, laws, or ordinances including, but not limited to the Americans

with Disabilities Act; costs incurred (capital or otherwise) on a regular

recurring basis every three (3) or more years for certain maintenance projects

(e.g., parking lot slurry coat or replacement of lobby and elevator cab

carpeting); the cost of all charges for electricity, gas, water and other

utilities furnished to the Project, including any taxes thereon; the cost of all

charges for fire and extended coverage,

<PAGE>

liability and all other insurance in connection with the Project carried by

Landlord; the cost of all building and cleaning supplies and materials; the cost

of all charges for cleaning, maintenance and service contracts and other

services with independent contractors and administration fees; a property

management fee (which fee may be imputed if Landlord has internalized management

or otherwise acts as its own property manager) and license, permit and

inspection fees relating to the Project. In the event, during any calendar year,

the Project is less than ninety-five percent (95%) occupied at all times,

Operating Costs shall be adjusted to reflect the Operating Costs of the Project

as though ninety-five percent (95%) were occupied at all times, and the increase

or decrease in the sums owed hereunder shall be based upon such Operating Costs

as so adjusted. In no event shall costs for any item of utilities included in

Direct Costs for any year subsequent to the Base Year be less than the amount

included in Direct Costs for the Base Year for such utility item.

Notwithstanding anything to the contrary set forth in this Article 3, when

calculating Operating Costs for the Base Year, Operating Costs shall exclude (a)

market-wide labor-rate increases due to extraordinary circumstances including,

but not limited to, boycotts and strikes, (b) utility rate increases due to

extraordinary circumstances including, but not limited to, conservation

surcharges, boycotts, embargoes or other shortages, and (c) amortization of any

capital items including, but not limited to, capital improvements, capital

repairs and capital replacements (including such amortized costs where the

actual improvement, repair or replacement was made in prior years).

(d) Determination of Payment.

--------------------------

(i) If for any calendar year ending or commencing within the

Term, Tenant's Proportionate Share of Direct Costs for such calendar year

exceeds Tenant's Proportionate Share of Direct Costs for the Base Year, then

Tenant shall pay to Landlord, in the manner set forth in Sections 3(d)(ii) and

(iii), below, and as Additional Rent, an amount equal to the excess (the

"EXCESS").

(ii) Landlord shall give Tenant a yearly expense estimate statement

(the "ESTIMATE STATEMENT") which shall set forth Landlord's reasonable estimate

(the "ESTIMATE") of what the total amount of Direct Costs for the then-current

calendar year shall be and the estimated Excess (the "ESTIMATED EXCESS") as

calculated by comparing Tenant's Proportionate Share of Direct Costs for such

calendar year, which shall be based upon the Estimate, to Tenant's Proportionate

Share of Direct Costs for the Base Year. The failure of Landlord to timely

furnish the Estimate Statement for any calendar year shall not preclude Landlord

from subsequently enforcing its rights to collect any Estimated Excess under

this Article 3, once such Estimated Excess has been determined by Landlord. If

pursuant to the Estimate Statement an Estimated Excess is calculated for the

then-current calendar year, Tenant shall pay, with its next installment of

monthly Basic Rental due, a fraction of the Estimated Excess for the

then-current calendar year (reduced by any amounts paid pursuant to the last

sentence of this Section 3(d)(ii)). Such fraction shall have as its numerator

the number of months which have elapsed in such current calendar year to the

month of such payment, both months inclusive, and shall have twelve (12) as its

denominator, Until a new Estimate Statement is furnished, Tenant shall pay

monthly, with the monthly Basic Rental installments, an amount equal to

one-twelfth (1/12) of the total Estimated Excess set forth in the previous

Estimate Statement delivered by Landlord to Tenant.

(iii) In addition, Landlord shall endeavor to give to Tenant

as soon as reasonably practicable following the end of each calendar year, a

statement (the "STATEMENT") which shall state the Direct Costs incurred or

accrued for such preceding calendar year, and which shall indicate the amount,

if any, of the Excess. Upon receipt of the Statement for each calendar year

during the Term, if amounts paid by Tenant as Estimated Excess are less than the

actual Excess as specified on the Statement, Tenant shall pay, with its next

installment of monthly Basic Rental due, the full amount of the Excess for such

calendar year, less the amounts, if any, paid during such calendar year as

Estimated Excess. If, however, the Statement indicates that amounts paid by

Tenant as Estimated Excess are greater than the actual Excess as specified on

the Statement, such overpayment shall be credited against Tenant's next

installments of Estimated Excess. The failure of Landlord to timely furnish the

Statement for any calendar year shall not prejudice Landlord from enforcing its

rights under this Article 3, once such Statement has been delivered. Even though

the Term has expired and Tenant has vacated the Premises, when the final

determination is made of Tenant's Proportionate Share of the Direct Costs for

the calendar year in which this Lease terminates, if an Excess is present,

Tenant shall immediately pay to Landlord an amount as calculated pursuant to the

provisions of this

<PAGE>

Article 3(d). The provisions of this Section 3(d){iii) shall survive the

expiration or earlier termination of the Term.

(iv) If the Project is a part of a multi-building development,

those Direct Costs attributable to such development as a whole (and not

attributable solely to any individual building therein) shall be allocated by

Landlord to the Project and to the other buildings within such development on an

equitable basis.

ARTICLE 4

---------

SECURITY DEPOSIT

----------------

Tenant shall deposit with Landlord the sum set forth in Article 1.F. of the

Basic Lease Provisions as security for the full and faithful performance of

every provision of this Lease to be performed by Tenant. If Tenant breaches any

provision of this Lease, including but not limited to the payment of rent,

Landlord may use all or any part of this security deposit for the payment of any

rent or any other sums in default, or to compensate Landlord for any other loss

or damage which Landlord may suffer by reason of Tenant's default. If any

portion of said deposit is so used or applied, Tenant shall, within five (5)

days after written demand therefor, deposit cash with Landlord in an amount

sufficient to restore the security deposit to its full amount. Tenant agrees

that Landlord shall not be required to keep the security deposit in trust,

segregate it or keep it separate from Landlord's general funds, but Landlord may

commingle the security deposit with its general funds and Tenant shall not be

entitled to interest on such deposit. At the expiration of the Lease Term, and

provided there exists no default by Tenant hereunder, the security deposit or

any balance thereof shall be returned to Tenant (or, at Landlord's option, to

Tenant's "Transferee," as such term is defined in Article 15 below), provided

that subsequent to the expiration of this Lease, Landlord may retain from said

security deposit (i) an amount reasonably estimated by Landlord to cover

potential Direct Cost reconciliation payments due with respect to the calendar

year in which this Lease terminates or expires (such amount so retained shall

not, in any event, exceed ten percent (10%) of estimated Direct Cost payments

due from Tenant for such calendar year through the date of expiration or earlier

termination of this Lease and any amounts so retained and not applied to such

reconciliation shall be returned to Tenant within thirty (30) days after

Landlord's delivery of the Statement for such calendar year), (ii) any and all

amounts reasonably estimated by Landlord to cover the anticipated costs to be

incurred by Landlord to remove any signage provided to Tenant under this Lease,

to remove cabling and other items required to be removed by Tenant under Article

29 (b) below and to repair any damage caused by such removal (in which case any

excess amount so retained by Landlord shall be returned to Tenant within thirty

(30) days after such removal and repair), and (iii) any and all amounts

permitted by law or this Article 4. Tenant hereby waives the provisions of

Section 1950.7 of the California Civil Code and all other provisions of law, now

or hereafter in effect, which provide that Landlord may claim from a security

deposit only those sums reasonably necessary to remedy defaults in the payment

of rent, to repair damage caused by Tenant or to clean the Premises, it being

agreed that Landlord may, in addition, claim those sums specified in this

Article 4 above and/or those sums reasonably necessary to compensate Landlord

for any other loss or damage, foreseeable or unforeseeable, caused by the acts

or omissions of Tenant or any officer, employee, agent, contractor or invitee of

Tenant.

ARTICLE 5

---------

HOLDING OVER

------------

Should Tenant, without Landlord's written consent, hold over after

termination of this Lease, Tenant shall become a tenant at sufferance upon each

and all of the terms herein provided as may be applicable to such a tenancy and

any such holding over shall not constitute an extension of this Lease. During

such holding over, Tenant shall pay in advance, monthly, Basic Rental at a rate

equal to three times the rate in effect for the last month of the Term of this

Lease or three times Landlord's then asking rate for comparable space in the

Project, whichever is greater, in addition to, and not in lieu of, all other

payments required to be made by Tenant hereunder including but not limited to

Tenant's Proportionate Share of any increase in Direct Costs. Nothing contained

in this Article 5 shall be construed as consent by Landlord to any holding over

of the Premises by Tenant, and Landlord expressly reserves the right to require

Tenant to surrender possession of the Premises to Landlord as provided in this

Lease upon the expiration or earlier termination of the Term. If Tenant fails to

surrender the Premises upon the

<PAGE>

expiration or termination of this Lease, Tenant agrees to indemnify, defend and

hold Landlord harmless from all costs, loss, expense or liability, including

without limitation, claims made by and real estate brokers claims and attorney's

fees and costs.

ARTICLE 6

---------

PERSONAL PROPERTY TAXES

-----------------------

Tenant shall pay, prior to delinquency, all taxes assessed against or

levied upon trade fixtures, furnishings, equipment and all other personal

property of Tenant located in the Premises. In the event any or all of Tenant's

trade fixtures, furnishings, equipment and other personal property shall be

assessed and taxed with property of Landlord, or if the cost or value of any

leasehold improvements in the Premises exceeds the cost or value of a

Project-standard buildout as determined by Landlord and, as a result, real

property taxes for the Project are increased. Tenant shall pay to Landlord,

within ten (10) days after delivery to Tenant by Landlord of a written statement

setting forth such amount, the amount of such taxes applicable to Tenant's

property or above-standard improvements. Tenant shall assume and pay to Landlord

at the time Basic Rental next becomes due (or if assessed after the expiration

of the Term, then within ten (10) days), any excise, sales, use, rent,

occupancy, garage, parking, gross receipts or other taxes (other than net income

taxes) which may be imposed on or on account of the letting of the Premises or

the payment of Basic Rental or any other sums due or payable hereunder, and

which Landlord may be required to pay or collect under any law now in effect or

hereafter enacted. Tenant shall pay directly to the party or entity entitled

thereto all business license fees, gross receipts taxes and similar taxes and

impositions which may from time to time be assessed against or levied upon

Tenant, as and when the same become due and before delinquency. Notwithstanding

anything to the contrary contained herein, any sums payable by Tenant under this

Article 6 shall not be included in the computation of "Tax Costs."

ARTICLE 7

---------

USE

---

Tenant shall use and occupy the Premises only for the use set forth in

Article 1.G. of the Basic Lease Provisions and shall not use or occupy the

Premises or permit the same to be used or occupied for any other purpose without

the prior written consent of Landlord, which consent may be given or withheld in

Landlord's sole and absolute discretion, and Tenant agrees that it will use the

Premises in such a manner so as not to interfere with or infringe upon the

rights of other tenants or occupants in the Project. Tenant shall, at its sole

cost and expense, promptly comply with all laws, statutes, ordinances,

governmental regulations or requirements now in force or which may hereafter be

in force relating to or affecting (i) the condition, use or occupancy of the

Premises or the Project (excluding structural changes to the Project not related

to Tenant's particular use of the Premises), and (ii) improvements installed or

constructed in the Premises by or for the benefit of Tenant. Tenant shall not

permit more than six (6) people per one thousand (1,000) rentable square feet of

the Premises to occupy the Premises at any time. Tenant shall not do or permit

to be done anything which would invalidate or increase the cost of any fire and

extended coverage insurance policy covering the Project and/or the property

located therein and Tenant shall comply with all rules, orders, regulations and

requirements of any organization which sets out standards, requirements or

recommendations commonly referred to by major fire insurance underwriters, and

Tenant shall promptly upon demand reimburse Landlord for any additional premium

charges for any such insurance policy assessed or increased by reason of

Tenant's failure to comply with the provisions of this Article.

ARTICLE 8

---------

CONDITION OF PREMISES

---------------------

Tenant hereby agrees that the Premises shall be taken "as is", "with all

faults", "without any representations or warranties", and Tenant hereby agrees

and warrants that it has investigated and inspected the condition of the

Premises and the suitability of same for Tenant's purposes, and Tenant does

hereby waive and disclaim any objection to, cause of action based upon, or claim

that its obligations hereunder should be reduced or limited because of the

condition of the Premises or the Project or the suitability of same for Tenant's

purposes. Tenant acknowledges that neither Landlord nor any agent nor any

employee of Landlord has made any

<PAGE>

representations or warranty with respect to the Premises or the Project or with

respect to the suitability of either for the conduct of Tenant's business and

Tenant expressly warrants and represents that Tenant has relied solely on its

own investigation and inspection of the Premises and the Project in its decision

to eater into this Lease and let the Premises in the above-described condition.

The Premises shall be initially improved as provided in, and subject to, the

Tenant Work Letter attached hereto as Exhibit "D" and made a part hereof. The

existing leasehold improvements in the Premises as of the date of this Lease,

together with the Improvements (as defined in the Tenant Work Letter) may be

collectively referred to herein as the "TENANT IMPROVEMENTS." The taking of

possession of the Premises by Tenant shall conclusively establish that the

Premises and the Project were at such time in satisfactory condition. Tenant

hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the

Civil Code of California or any successor provision of law.

ARTICLE 9

---------

REPAIRS AND ALTERATIONS

-----------------------

(a) LANDLORD'S OBLIGATION. Landlord shall maintain the structural

portions of the Project, including the foundation, floor/ceiling slabs, roof,

curtain wall, exterior glass, columns, beams, shafts, stairs, stairwells,

elevator cabs and common areas, and shall also maintain and repair the base

building mechanical, electrical, life safety, plumbing, sprinkler systems and

heating, ventilating and air-conditioning systems (provided, however, that

Landlord's obligation with respect to any such systems shall be to repair and

maintain those portions of the systems located in the core of the Project or in

other areas outside of the Premises, but Tenant shall be responsible to repair

and maintain any distribution of such systems throughout the Premises).

(b) TENANT'S OBLIGATION. Except as expressly provided as Landlord's

obligation in this Article 9, Tenant shall keep the Premises in good condition

and repair. All damage or injury to the Premises or the Project resulting from

the act or negligence of Tenant, its employees, agents or visitors, guests,

invitees or licensees, or by the use of the Premises, shall be promptly repaired

by Tenant at its sole cost and expense, to the satisfaction of Landlord;

provided, however, that for damage to the Project as a result of casualty or for

any repairs that may impact the mechanical, electrical, plumbing, heating,

ventilation or air-conditioning systems of the Project, Landlord shall have the

right (but not the obligation) to select the contractor and oversee all such

repairs. Landlord may make any repairs which are not promptly made by Tenant

after Tenant's receipt of written notice and the reasonable opportunity of

Tenant to make said repair within five (5) business days from receipt of said

written notice, and charge Tenant for the cost thereof, which cost shall be paid

by Tenant within five (5) days from invoice from Landlord. Tenant shall be

responsible for the design and function of all non-standard improvements of the

Premises, whether or not installed by Landlord at Tenant's request. Tenant

waives all rights to make repairs at the expense of Landlord, or to deduct the

cost thereof from the rent.

changes or additions in or to the Premises or the Project (collectively,

"ALTERATIONS") without Landlord's prior written consent. Any Alterations

approved by Landlord must be performed in accordance with the terms hereof,

using only contractors or mechanics approved by Landlord in writing and upon the

approval by Landlord in writing of folly detailed and dimensioned plans and

specifications pertaining to the Alterations in question, to be prepared and

submitted by Tenant at its sole cost and expense. Tenant shall at its sole cost

and expense obtain all necessary approvals and permits pertaining to any

Alterations approved by Landlord, Tenant shall cause all Alterations to be

performed in a good and workmanlike manner, in conformance with all applicable

federal, state, county and municipal laws, rules and regulations, pursuant to a

valid building permit, and in conformance with Landlord's construction rules and

regulations. If Landlord, in approving any Alterations, specifies a commencement

date therefor, Tenant shall not commence any work with respect to such

Alterations prior to such date. Tenant hereby agrees to indemnify, defend, and

hold Landlord free and harmless from all liens and claims of lien, and all other

liability, claims and demands arising out of any work done or material supplied

to the Premises by or at the request of Tenant in connection with any

Alterations.

(d) INSURANCE; LIENS. Prior to the commencement of any Alterations,

Tenant shall provide Landlord with evidence that Tenant carries "Builder's All

Risk" insurance in an amount approved by Landlord covering the construction of

such Alterations, and such other insurance as Landlord may reasonably require,

it being understood that all such Alterations shall be insured

<PAGE>

by Tenant pursuant to Article 14 of this Lease immediately upon completion

thereof. In addition, Landlord may, in its discretion, require Tenant to obtain

a lien and completion bond or some alternate form of security satisfactory to

Landlord in an amount sufficient to ensure the lien free completion of such

Alterations and naming Landlord as a co-obligee.

(e) COSTS AND FEES; REMOVAL. If permitted Alterations are made,

they shall be made at Tenant's sole cost and expense and shall be and become the

property of Landlord, except that Landlord may, by written notice to Tenant

given prior to the end of the Term, require Tenant at Tenant's expense to remove

all partitions, counters, railings, cabling and other Alterations installed by

Tenant, and to repair any damage to the Premises and the Project caused by such

removal. Any and all costs attributable to or related to the applicable building

codes of the city in which the Project is located (or any other authority having

jurisdiction over the Project) arising from Tenant's plans, specifications,

improvements, Alterations or otherwise shall be paid by Tenant at its sole cost

and expense. With regard to repairs, Alterations or any other work arising from

or related to this Article 9, Landlord shall be entitled to receive an

administrative/coordination fee (which fee shall vary depending upon whether or

not Tenant orders the work directly from Landlord) sufficient to compensate

Landlord for all overhead, general conditions, fees and other costs and expenses

arising from Landlord's involvement with such work. The construction of initial

improvements to the Premises shall be governed by the terms of the Tenant Work

Letter and not the terms of this Article 9.

ARTICLE 10

----------

LIENS

-----

Tenant shall keep the Premises and the Project free from any mechanics'

liens, vendors liens or any other liens arising out of any work performed,

materials furnished or obligations incurred by Tenant, and Tenant agrees to

defend, indemnify and hold Landlord harmless from and against any such lien or

claim or action thereon, together with costs of suit and reasonable attorneys'

fees and costs incurred by Landlord in connection with any such claim or action.

Before commencing any work of alteration, addition or improvement to the

Premises, Tenant shall give Landlord at least ten (10) business days' written

notice of the proposed commencement of such work (to afford Landlord an

opportunity to post appropriate notices of non-responsibility). In the event

that there shall be recorded against the Premises or the Project or the property

of which the Premises is a part any claim or lien arising out of any such work

performed, materials furnished or obligations incurred by Tenant and such claim

or lien shall not be removed or discharged within ten (10) days of filing,

Landlord shall have the right but not the obligation to pay and discharge said

lien without regard to whether such lien shall be lawful or correct, or to

require that Tenant promptly deposit with Landlord in cash, lawful money of the

United States, one hundred fifty percent (150%) of the amount of such claim,

which sum may be retained by Landlord until such claim shall have been removed

of record or until judgment shall have been rendered on such claim and such

judgment shall have become final, at which time Landlord shall have the right to

apply such deposit in discharge of the judgment on said claim and any costs,

including attorneys' fees and costs incurred by Landlord, and shall remit the

balance thereof to Tenant.

ARTICLE 11

----------

PROJECT SERVICES

----------------

(a) BASIC SERVICES. Landlord agrees to furnish to the Premises, at

a cost to be included in Operating Costs, from 8:00 a.m. to 6:00 p.m. Mondays

through Fridays and 9:00 a.m. to 1:00 p.m. on Saturdays, excepting local and

national holidays, air conditioning and heat all in such reasonable quantities

as in the judgment of Landlord is reasonably necessary for the comfortable

occupancy of the Premises. In addition, Landlord shall provide electric current

for normal lighting and normal office machines, elevator service and water on

the same floor as the Premises for lavatory and drinking purposes in such

reasonable quantities as in the judgment of Landlord is reasonably necessary for

general office use and in compliance with applicable codes. Janitorial and

maintenance services shall be furnished five (5) days per week, excepting local

and national holidays. Tenant shall comply with all rules and regulations which

Landlord may establish for the proper functioning and protection of the common

area air conditioning, heating, elevator, electrical, intrabuilding cabling and

wiring and plumbing systems. Landlord shall not be liable for, and there shall

be no rent abatement as a result of, any stoppage, reduction or

<PAGE>

interruption of any such services caused by governmental rules, regulations or

ordinances, riot, strike, labor disputes, breakdowns, accidents, necessary

repairs or other cause. Except as specifically provided in this Article 11,

Tenant agrees to pay for all utilities and other services utilized by Tenant and

any additional building services furnished to Tenant which are not uniformly

furnished to all tenants of the Project, at the rate generally charged by

Landlord to tenants of the Project for such utilities or services.

(b) EXCESS USAGE. Tenant will not, without the prior written consent

of Landlord, use any apparatus or device in the Premises which will in any way

increase the amount of electricity or water usually furnished or supplied for

use of the Premises as general office space; nor connect any apparatus, machine

or device with water pipes or electric current (except through existing

electrical outlets in the Premises), for the purpose of using electric current

or water.

current in excess of that which Landlord is obligated to furnish under Article

1l(a) above, Tenant shall first obtain the written consent of Landlord, which

Landlord may refuse in its sole and absolute discretion. Additionally, Landlord

may cause an electric current meter or submeter to be installed in or about the

Premises to measure the amount of any such excess electric current consumed by

Tenant in the Premises. The cost of any such meter and of installation,

maintenance and repair thereof shall be paid for by Tenant and Tenant agrees to

pay to Landlord, promptly upon demand therefor by Landlord, for all such excess

electric current consumed by any such use as shown by said meter at the rates

charged for such service by the city in which the Project is located or the

local public utility, as the case may be, furnishing the same, plus any

additional expense incurred by Landlord in keeping account of the electric

current so consumed.

(d) HVAC BALANCE. If any lights, machines or equipment (including but

not limited to computers and computer systems and appurtenances) are used by

Tenant in the Premises which materially affect the temperature otherwise

maintained by the air conditioning system, or generate substantially more heat

in the Premises than would be generated by the building standard lights and

usual office equipment, Landlord shall have the right to install any machinery

and equipment which Landlord reasonably deems necessary to restore temperature

balance, including but not limited to modifications to the standard air

conditioning equipment, and the cost thereof, including the cost of installation

and any additional cost of operation and maintenance occasioned thereby, shall

be paid by Tenant to Landlord upon demand by Landlord.

(e) TELECOMMUNICATIONS. Upon request from Tenant from time to time,

Landlord will provide Tenant with a listing of telecommunications and media

service providers serving the Project, and Tenant shall have the right to

contract directly with the providers of its choice. If Tenant wishes to

contract with or obtain service from any provider which does not currently serve

the Project or wishes to obtain from an existing carrier services which will

require the installation of additional equipment, such provider must, prior to

providing service, enter into a written agreement with Landlord setting forth

the terms and conditions of the access to be granted to such provider. In

considering the installation of any new or additional telecommunications

cabling or equipment at the Project, Landlord will consider all relevant factors

in a reasonable and non-discriminatory manner, including, without limitation,

the existing availability of services at the Project, the impact of the proposed

installations upon the Project and its operations and the available space and

capacity for the proposed installations. Landlord may also consider whether the

proposed service may result in interference with or interruption of other

services at the Project or the business operations of other tenants or occupants

of the Project. In no event shall Landlord be obligated to incur any costs or

liabilities in connection with the installation or delivery of telecommunication

services or facilities at the Project. All such installations shall be subject

to Landlord's prior approval and shall be performed in accordance with the terms

of Article 9. If Landlord approves the proposed installations in accordance

with the foregoing, Landlord will deliver its standard form agreement upon

request and will use commercially reasonable efforts to promptly enter into an

agreement on reasonable and non-discriminatory terms with a qualified, licensed

and reputable carrier confirming the terms of installation and operation of

telecommunications equipment consistent with the foregoing.

(f) AFTER-HOURS USE. If Tenant requires heating, ventilation and/or air

conditioning during times other than the times provided in Article 11(a) above,

Tenant shall give Landlord such advance notice as Landlord shall reasonably

require and shall pay Landlord's standard charge for such after-hours use.

<PAGE>

(g) REASONABLE CHARGES. Landlord may impose a reasonable charge for

any utilities or services (other than electric current and heating, ventilation

and/or air conditioning which shall be governed by Articles 11(c) and (f) above)

utilized by Tenant in excess of the amount or type that Landlord reasonably

determines is typical for general office use.

(h) SOLE ELECTRICAL REPRESENTATIVE. Tenant agrees that Landlord shall

be the sole and exclusive representative with respect to, and shall maintain

exclusive control over, the reception, utilization and distribution of

electrical power, regardless of point or means of origin, use or generation.

Tenant shall not have the right to contract directly with any provider of

electrical power or services.

ARTICLE 12

----------

RIGHTS OF LANDLORD

------------------

(a) RIGHT OF ENTRY. Landlord and its agents shall have the right to

----------------

enter the Premises at all reasonable times for the purpose of cleaning the

Premises, examining or inspecting the same, serving or posting and keeping

posted thereon notices as provided by law, or which Landlord deems necessary for

the protection of Landlord or the Project, showing the same to prospective

tenants, lenders or purchasers of the Project, in the case of an emergency, and

for making such alterations, repairs, improvements or additions to the Premises

or to the Project as Landlord may deem necessary or desirable. If Tenant shall

not be personally present to open and permit an entry into the Premises at any

time when such an entry by Landlord is necessary or permitted hereunder,

Landlord may enter by means of a master key, or may forcibly enter in the case

of an emergency, in each event without liability to Tenant and without affecting

this Lease.

(b) MAINTENANCE WORK. Landlord reserves the right from time to time,

-----------------

but subject to payment by and/or reimbursement from Tenant as otherwise provided

herein: (i) to install, use, maintain, repair, replace, relocate and control for

service to the Premises and/or other parts of the Project pipes, ducts,

conduits, wires, cabling, appurtenant fixtures, equipment spaces and mechanical

systems, wherever located in the Premises or the Project, (ii) to alter, close

or relocate any facility in the Premises or the common areas or otherwise

conduct any of the above activities for the purpose of complying with a general

plan for fire/life safety for the Project or otherwise, and (iii) to comply with

any federal, state or local law, rule or order. Landlord shall attempt to

perform any such work with the least inconvenience to Tenant as is reasonably

practicable, but in no event shall Tenant be permitted to withhold or reduce

Basic Rental or other charges due hereunder as a result of same, make any claim

for constructive eviction or otherwise make any claim against Landlord for

interruption or interference with Tenant's business and/or operations.

-------

any purpose, including the installation of communication equipment to be used

from the Premises, such rights will be granted in Landlord's sole discretion and

Tenant must negotiate the terms of any rooftop access with Landlord or the

rooftop management company or lessee holding rights to the rooftop from time to

time. Any rooftop access granted to Tenant will be at prevailing rates and will

be governed by the terms of a separate written agreement or an amendment to this

Lease.

ARTICLE 13

----------

INDEMNITY; EXEMPTION OF LANDLORD FROM LIABILITY

-----------------------------------------------

(a) Indemnity. Tenant shall indemnify, defend and hold Landlord and

---------

Landlord's partners, members, affiliates, agents, directors, employees and

contractors (collectively, "LANDLORD PARTIES") harmless from any and all claims

arising from Tenant's use of the Premises or the Project or from the conduct of

its business or from any activity, work or thing which may be permitted or

suffered by Tenant in or about the Premises or the Project and shall further

indemnify, defend and hold Landlord and the Landlord Parties harmless from and

against any and all claims arising from any breach or default in the performance

of any obligation on Tenant's part to be performed under this Lease or arising

from any negligence or willful misconduct of Tenant or any of its agents,

contractors, employees or invitees, patrons, customers or members in or about

the Project and from any and all costs, attorneys' fees and costs, expenses and

liabilities incurred in the defense of any claim or any action or proceeding

brought thereon, including negotiations in connection therewith. Tenant hereby

assumes all risk of damage to

<PAGE>

property or injury to persons in or about the Premises from any cause, and

Tenant hereby waives all claims in respect thereof against Landlord and the

Landlord Parties, excepting where the damage is caused solely by the gross

negligence or willful misconduct of Landlord or the Landlord Parties.

(b) Exemption of Landlord from Liability. Landlord and the Landlord

----------------------------------------

Parties shall mot be liable for injury to Tenant's business, or loss of income

therefrom, however occurring (including, without limitation, from any failure or

interruption of services or utilities), or, except in connection with damage or

injury resulting f

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