SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
						
                                  FORM 10-Q 
(Mark one)

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

               For the Quarterly Period Ended December 31, 1996

                                      O R

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

           For the transition period from __________ to __________

			
                       Commission File Number 0-12699


                             ACTIVISION, INC.
           (Exact name of registrant as specified in its charter)


		     	
	                Delaware                                 94-2606438
     	(State or other jurisdiction of	      (I.R.S. Employer Identification No.)
      	incorporation or organization)


    11601 Wilshire Blvd., Los Angeles, CA                      	90025
	 (Address of principal executive offices)                   	(Zip Code)


                               (310) 473-9200
             (Registrant's telephone number, including area code)
  
Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes [  X  ]  No [     ]


Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Section 12, 13 or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution of securities under a 
plan confirmed by a court:  Yes [  X  ]  No [     ]

The number of shares of the registrant's Common Stock outstanding as of 
February 14, 1997 was 14,078,060.


                               ACTIVISION, INC.

                                    INDEX


                                                                  	Page No.


PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements
	
	Condensed Consolidated Balance Sheets as of 
		December 31, 1996  (unaudited) and March 31, 1996		                 3
	 	 
	Condensed Consolidated Statements of Operations for the quarters 	
		and nine months ended December 31, 1996 and 1995 (unaudited)        4

	Condensed Consolidated Statements of Cash Flows for the
		nine months ended December 31, 1996 and 1995 (unaudited)            5	
		
	Notes to Condensed Consolidated Financial Statements for the

		quarter and nine months ended December 31, 1996 (unaudited)	      6-7
	 	


Item 2.  Management's Discussion and Analysis of Financial Condition 
		and Results of Operations	                                      8-16
	  



PART II.   OTHER INFORMATION


Item 1.  Legal Proceedings							                                  17


Item 6.  Exhibits and Reports on Form 8-K	                         17


SIGNATURES	                                                        18
 
Exhibit Index	                                                     19


                     Part I - Financial Information


Item 1. Financial Statements

                   ACTIVISION, INC. AND SUBSIDIARIES
                 Condensed Consolidated Balance Sheets
                    (in thousands except share data)
	

                                           	December 31,	          March 31,  
                                            		1996                  	1996
                                      		------------------	  -----------------  
		(Unaudited)        
 Assets
  Current assets:                                                   
  		Cash and cash equivalents	                $17,336		             $25,288  
  		Accounts receivable, 
     net of allowances of $8,618
			  and $7,005 respectively		                 33,373			             19,909
  		Inventories, net		                          3,275			              2,975
		 Prepaid software and license royalties      	6,788		              	3,652
 		Other current assets	                      		1,500               		1,183
		 Deferred income taxes		                       	505		               1,500
                                   					-----------------		  -----------------
		Total current assets 			                     62,777			             54,507
		
		Property and equipment, net			               	4,186			              3,326
	 Other assets			                                	260	                		200
		Excess purchase price over 
		 identifiable assets acquired, net         		18,618	              	19,580
                                   					------------------		 ------------------
		Total assets     	                          $85,841            	  $77,613
				                                       ==========	          	==========
				
Liabilities and Shareholders' Equity
	Current liabilities:
		Accounts payable	                           $7,543                	$4,592
		Accrued expenses                          		10,130		                9,688
                                 				  	-----------------		  -----------------
	Total current liabilities                  		17,673		               14,280

	Other liabilities		                             319		                  334
                                   					-----------------		  ----------------
 Total liabilities		                          17,992		               14,614		
                                     			-----------------		  -----------------

	Commitments and contingencies

	Shareholders' equity:
		Common stock, $.000001 par value, 
   50,000,000 and 100,000,000 shares
			authorized, 14,475,450 and 14,250,180 
   shares issued and 13,975,450 and 
   13,750,180 outstanding , respectively        	-	                   	-
		Additional paid-in capital	               	69,796	               	67,904
		Retained earnings (accumulated deficit)		   3,533		                  708
		Cumulative foreign currency translation		    (202)		                (335)
		Less: Treasury stock, cost of 
   500,000 shares                            (5,278)	              	(5,278)
                                  					------------------		 -----------------
		Total shareholders' equity 	              	67,849	               	62,999
					                                  ------------------		 -----------------
		Total liabilities and shareholders' 
   equity	                                  $85,841                $77,613
                                      					==========	          	==========		
		The accompanying notes are an integral part of these condensed 
consolidated financial statements



<TABLE>

                          ACTIVISION, INC. AND SUBSIDIARIES
                    Condensed Consolidated Statements of Operations

                   (in thousands except income (loss) per share data)

                                     (Unaudited)


<CAPTION>
                                              	Quarter ended	               Nine months ended
                                               	December 31,	                  December 31,
                                        ----------------------------- -----------------------------
			                                         1996	           1995 	          1996	        1995	         
                                     			--------------	--------------	---------------	-------------

 <S>                                    <C>             <C>            <C>           <C>     
Net revenues	                           $     31,361    $    17,578		  $     57,557	 $   39,745
Cost of goods sold	                           11,878	         7,131	         19,099	     15,428
                                     			--------------	--------------	--------------	--------------
	Gross profit	                                19,483	        10,447         	38,458	     24,317
                                     			--------------	--------------	--------------	--------------
Operating expenses:			
	Product development	                          4,707	         4,163	         13,861	     12,807
	Sales and marketing	                          6,883	         3,200     	    15,930	      9,290
	General and administrative	                   1,362	         1,190	          3,951	      3,332
	Amortization of intangible assets	              321	           321	            963	        963
                                     			--------------	--------------	--------------	--------------
		Total operating expenses	                   13,273	         8,874	         34,705	     26,392
                                     			--------------	--------------	--------------	--------------

Operating income (loss)                       	6,210	         1,573	          3,753	     (2,075)

Other income:	
	Interest, net	                                  172	           409	            728	      1,343
                                     			-------------	 --------------	--------------	--------------
Income (loss) before income tax provision	     6,382	         1,982	          4,481	       (732)

Income tax provision	                          2,262	            34	          1,656     	    83
                                     			--------------	--------------	--------------	--------------	
Net income (loss)	                     $       4,120	  $      1,948	    $     2,825    $   (815)
		                                    	===============	==============	============== ==============


Net income (loss) per share	           $        0.28  	$       0.13     $      0.19    $  (0.06)
                                    		 ===============	==============	==============	==============
Number of shares used in computing 	
   net income (loss) per share	               14,644	        15,209     	    14,565     	14,077
                                    			===============	==============	==============	==============
		
</TABLE>











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


                           ACTIVISION, INC. AND SUBSIDIARIES
                     Condensed Consolidated Statements of Cash Flows
                        For the nine months ended December  31,

                                    (in thousands)

                             Increase (Decrease) in Cash

                                     (Unaudited)

                                                       		1996           	1995
                                                  		-------------   ------------

Net cash used in operating activities	              $     (6,746)   $    (1,840)
			                   	                             -------------   ------------
Cash flows from investing activities:
	Capital expenditures		                                   (2,349)      		(2,244)
                                            				    ------------- 		------------
Net cash used in investing activities		                   (2,349)        (2,244)
                                                				-------------  	------------
Cash flows from financing activities:
	Proceeds from  issuance and exercise of common				
		stock options and warrants                            	 	1,010	           214
	Purchase of Treasury Stock		                                  -		       (5,278)
                                                				-------------  	------------
Net cash provided (used) by financing activities		         1,010         (5,064)
                                                				-------------   ------------

Effect of exchange rate changes on cash		                    133		         (130)
                                                				-------------  	------------
Net decrease in cash and cash equivalents	               	(7,952)	      	(9,278)
                                                				-------------  	------------
Cash and cash equivalents at beginning of period		        25,288	        37,355
                                   			             	-------------   ------------
Cash and cash equivalents at end of period	         $     17,336    $    28,077
                                                				=============		 ============



Non-cash investing activities:
	
	Stock issued in exchange for licensing rights		    $       822     $         -
                                                				=============		 ============




                                 Activision, Inc.
               Notes to Condensed Consolidated Financial Statements
             For the Quarter and Nine Months Ended December 31, 1996
                                   (Unaudited)


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

1.	Basis of Presentation

	The accompanying condensed consolidated financial statements include the 
accounts of Activision, Inc. and its subsidiaries.  The information 
furnished is unaudited and reflects all adjustments which, in the 
opinion of management, are necessary to provide a fair statement of the 
results for the interim periods presented.  The financial statements 
should be read in conjunction with the financial statements included in 
the Company's Annual Report on Form 10-K for the year ended March 31, 
1996.  

	Certain amounts in the condensed consolidated financial statements have 
been reclassified to conform with the current period's presentation. 
These reclassifications had no impact on previously reported working 
capital or results of operations.


2.	Inventories					

	Inventories, net comprise (amounts in thousands):	   
	                                 		     December 31,            March 31,
		                                           1996                 	1996
	
		Finished goods                        $   2,307            	$   2,099	
		Purchased parts and components             	968               	   876
			                                     ---------          	  ---------
		                                     	$   3,275            	$   2,975
		                                      =========            	=========

3.	Software Development Costs
				
	Statement of Financial Accounting Standard No. 86, "Accounting for the 
Costs of Computer Software to be Sold, Leased, or Otherwise Marketed," 
provides for the capitalization of certain software development costs 
once technological feasibility is established.  The capitalized costs 
are then amortized on a straight-line basis over the estimated product 
life, or on the ratio of current revenues to total projected revenues, 
whichever is greater.  The software development costs that have been 
capitalized to date have been immaterial.

4.  Revenue Recognition

Product Sales:  The Company recognizes revenues from the sale of its 
products upon shipment.  Subject to certain limitations, the Company 
permits customers to obtain exchanges within certain specified periods 
and provides price protection on certain unsold merchandise.  Revenues 
from product sales are reflected net of the allowance for returns and 
price protection.

Software Licenses:  For those license agreements which provide the 
customers the right to multiple copies in exchange for guaranteed 
amounts, revenues are recognized at delivery of the product master or 
the first copy.  Per copy royalties on sales which exceed the guarantee 
are recognized as earned.


5.	Amortization of Intangible Assets
	
Effective April 1, 1992, the Disc Company, Inc. ("TDC"), a Delaware 
corporation and a wholly-owned subsidiary of International Consumer 
Technologies Corporation, was merged with and into the Company, with the 
Company as the surviving corporation.  The excess of the purchase price 
over the estimated fair values of the net assets acquired was recorded 
as an intangible asset in the amount of  $24,417,000.  This intangible 
asset is being amortized on a straight-line basis over a 20 year period.  
Amortization was approximately $305,000 for each of the quarters ended 
December 31, 1996 and 1995 and $915,000 for each of the nine month 
periods ended December 31, 1996 and 1995.  The Company systematically 
evaluates current and expected cash flow from operations on a non-
discounted basis for the purpose of assessing the recoverability of 
recorded intangible assets.  Some of the factors considered in this 
evaluation include operating results, business plans, budgets and 
economic projections.  Should such factors indicate that recoverability 
might be impaired, the Company would appropriately adjust the recorded 
amount of the intangible asset and/or the period over which the recorded 
intangible asset is amortized.

6.	Computation of Net Income (Loss) per Share

	The net income (loss) per common share and common equivalent shares for 
the quarter and nine month periods ended December 31, 1996 and 1995 have 
been computed using the weighted average number of common shares and 
common stock equivalent shares, unless anti-dilutive, outstanding for 
each period as summarized below (amounts in thousands):

                                 	Quarter ended         	Nine months ended
                                 	December 31,	            December 31,
           	                      -------------------    	-------------------
                                    1996       1995         1996       1995    
                               			--------   --------	    --------   -------- 	
	Weighted average common shares
		outstanding during the period    	13,941    	13,969	      13,877    	14,077

	Common stock equivalent shares	       703     	1,240         	688         	-
	
	                                	--------   --------     --------   --------
	Shares used in net income (loss)
 per share	calculation             	14,644    	15,209      	14,565    	14,077
			                               ========   ========	    ========  	========


Common stock equivalent shares consist of outstanding stock options and 
director warrants.




	




I
tem 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

		This Quarterly Report on Form 10-Q, including Item 2 ("Management's 
Discussion and Analysis of Financial Condition and Results of Operations"), 
contains forward looking statements regarding future events or the future 
financial performance of the Company that involve certain risks and 
uncertainties including those discussed below in "Factors Affecting Future 
Performance" on pages 12 to 16, as well as under the heading, "Certain 
Cautionary Information" in the Company's Annual Report on Form 10-K on 
pages 4 to 8 of such Report. Actual events or the actual future results of 
the Company may differ materially from any forward looking statement due to 
such risks and uncertainties.

Overview

	The Company is a diversified international publisher of interactive 
entertainment software.  The Company develops and publishes entertainment 
software for a variety of platforms, including both personal computer CD-
ROM desktop systems, such as the Windows 95 operating system, and videogame 
set-top hardware systems, such as the Sony PlayStation and  Sega Saturn.  
The Company distributes its products worldwide through its direct sales 
force and, to a lesser extent, through third party distributors and 
licensees.

	For purposes of the presentation set forth below, net revenues from 
and cost of goods sold related to set-top systems consist of sales and 
costs relating to all entertainment software products designed by the 
Company for operation on a hardware device that is connected to a 
television set and displayed on a television screen.  Examples of set-top 
systems include Sony PlayStation ("PlayStation"), Sega Saturn ("Saturn"), 
Super Nintendo Entertainment System ("SNES"),  Sega Genesis ("SGS") and 3DO 
Multiplayer.  The Company designs products for operation on many of these 
systems, and normally it is required to pay a license fee for the right to 
create products for a particular system.  Net revenues from and cost of 
goods sold related to desktop systems consist of sales and costs relating 
to all entertainment software products designed by the Company for 
operation through a personal computer's operating system software and that 
is displayed on the computer's monitor.  Examples of computer operating 
systems include Windows, MS-DOS and the Macintosh operating systems.  The 
Company generally is not obligated to pay an operating system license fee 
for the right to produce desktop products. 


Results of Operations

Net Revenues

		Net revenues for the quarter and nine months ended December 31, 1996 
increased $13,783,000 or 78.4% and $17,812,000 or 44.8%, respectively, from 
the same periods last year.  These increases in net revenues were due to 
increases in set-top, desktop and OEM net revenues during the current 
periods.  The increase in set-top net revenues during the current quarter 
was attributable to the initial release of "Blood Omen: Legacy of Kain" 
(PlayStation), "Blast Chamber" (PlayStation) and "Power Move Pro Wrestling" 
(PlayStation).  The increase in desktop net revenues during the current 
quarter was attributable to the initial release of "Hyperblade" (Windows 95 
CD), "A-10 Cuba!" (Windows 95 CD) and continuing sales of "MechWarrior 2: 
Mercenaries" (Windows 95 CD), "MechWarrior 2" (Windows 95/MS-DOS/Mac CD) 
and "Zork Nemesis" (Windows 95/Mac CD). 

	Total OEM and licensing net revenues increased during the current 
quarter and nine month period due to OEM and licensing revenues related to 
enhanced 3-D versions of "MechWarrior 2" (Windows 95 CD/Matrox Mystique, 
ATI, S3 Virge, Rave and Power VR),  "Time Commando" (Windows 95 CD), "Zork 
Nemesis" (Windows 95 CD) and "Spycraft: The Great Game" (Windows 95 CD).

<TABLE>
		Net revenues by territory were as follows (amounts in thousands):
<CAPTION>
                    	Quarter Ended December 31,        	Nine Months Ended December 31,
                   --------------------------------    --------------------------------
                        	1996	         1995                 1996	          1995
                  	---------------  ---------------   ---------------  ---------------
 <S>              <C>     <C>      <C>     <C>       <C>     <C>      <C>     <C>
   	    	                	% of Net 	 	     % of Net 	       	% of Net	        % of Net
    		             Amount	Revenues 	Amount	Revenues 	 Amount	Revenues  Amount Revenues

	North America 	  $24,648   	78.6% $13,062    74.3%  $45,117   	78.4% $30,034    75.6%
	Europe	            3,886   	12.4%  	1,791   	10.2%   	6,625   	11.5%  	3,819	    9.6%
	Japan             	1,014    	3.2%  	1,901    10.8%	   2,265    	3.9%  	3,797	    9.6%
	Australia and
 Pacific Rim       	1,813    	5.8%    	824    	4.7%   	3,550    	6.2%  	2,095    	5.2%
                		-------  	------ -------	  ------  -------  	------ -------	  ------
         	       	$31,361  	100.0%	$17,578  	100.0%	 $57,557  	100.0%	$39,745 	 100.0%
                		=======	  ======	======= 	 ====== 	=======  	====== =======   ======
</TABLE>

	

<TABLE>
	Net revenues by device/medium  were as follows (amounts in thousands):

<CAPTION>
                    Quarter Ended December 31,         	Nine Months Ended December 31,	
                  -------------------------------      --------------------------------
	                       1996	          1995 	                1996            1995
                 	---------------  --------------	      --------------  ----------------
 <S>             <C>     <C>       <C>    <C>         <C>     <C>       <C>     <C>
			                      % of Net 	     	 % of Net 	 	        % of Net	         % of Net
                  Amount Revenues  Amount Revenues     Amount Revenues  Amount  Revenues
	Set-top	        $10,423    33.2% 	$1,323    	7.5%	   $12,121    21.1% 	$4,092 	   10.3%
	Desktop	         20,938	   66.8%	 16,255	   92.5%	    45,436	   78.9% 	35,653	    89.7%
                 -------   ------  ------   ------   	-------   ------	 ------    ------	
             		  $31,361  	100.0% $17,578  	100.0% 	  $57,557   100.0% $39,745 	  100.0%
               		=======  	======	=======  	====== 	  =======	  ====== =======    ======
</TABLE>

	

<TABLE>
	Net revenues by distribution channel were as follows (amounts in 
thousands):
<CAPTION>
                      	Quarter Ended December 31,           	Nine Months Ended December 31,	 
                     ---------------------------------   ---------------------------------- 
 	                        1996	              1995	              1996	           1995
	                    ---------------  ---------------	   ---------------  -----------------
<S>                <C>      <C>       <C>     <C>        <C>    <C>       <C>      <C>     
                         			% of Net 	      	 % of Net 		       % of Net 	         % of Net
               	    	Amount	Revenues	 Amount	 Revenues	  Amount	Revenues	 Amount	  Revenues	

Retailer/Reseller   $25,850   	82.4% 	$13,389   	76.2%	  $44,311  	77.0% 	$31,695 	   79.8%
OEM                  	4,849	   15.5%	   3,099	   17.6%   	11,184	  19.4%	   4,104	    10.3%
On-line, licensing 
  and other	            662	    2.1%   	1,090	    6.2%	    2,062    3.6%    3,946	     9.9%
                   	-------   ------	 -------   ------  	-------  ------	 ------- 	  ------
                		  $31,361  	100.0% 	$17,578  	100.0%	  $57,557 	100.0% 	$39,745 	  100.0%
                  		=======	  ====== 	=======	  ======  	=======	 ====== 	=======    ======
	


Cost of Goods Sold	

	Cost of goods sold related to set-top, desktop and OEM net revenues 
represent the manufacturing and related costs of computer software and 
video games.   Manufacturers of the Company's computer software are located 
in the United States and Europe and are readily available.  Set-top CDs and 
cartridges are manufactured by the respective video game console 
manufacturers, such as Sony, Nintendo and Sega, who require significant 
lead time to fulfill the Company's orders.  
	
		Also included in cost of goods sold is royalty expense related to 
amounts due to developers, title owners or other royalty participants based 
on product sales.  Various contracts are maintained with developers, 
product title owners or other royalty participants which state a royalty 
rate and term of agreement, among other items.  Cost of goods sold as a 
percentage of net revenues decreased to 37.9% for the quarter ended 
December 31, 1996 compared to 40.6% for the quarter ended December 31, 
1995.  The nine month comparative figures also show a decrease in cost of 
goods sold as a percentage of net revenues to 33.2% for the nine month 
period ended December 31, 1996 compared to 38.8% for the nine month period 
ended December 31, 1995.  These decreases are the result of increased 
efficiencies in the manufacturing and distribution process partially offset 
by an increase of CD-based set-top products in the net revenues mix.  
Variability in the cost of goods sold as a percentage of net revenues will 
be driven primarily by the mix of desktop versus set-top products, as well 
as the mix of internal versus external product development, the latter in 
each case resulting in higher cost of goods sold.


Gross Profit

	For the quarter ended December 31, 1996, gross profit as a percentage 
of net revenues was 62.1% compared to 59.4% for the quarter ended December 
31, 1995. Gross profit as a percentage of net revenues increased to 66.8% 
for the nine months ended December 31, 1996 from 61.2% for the nine months 
ended December 31, 1995.  The increase in gross profit as a percentage of 
net revenues during both the current quarter and nine month period was the 
result of increased efficiencies in the manufacturing and distribution 
process partially offset by an increase of CD-based set-top products in the 
net revenues mix.  Gross margin variability will be driven primarily by the 
mix of desktop versus set-top products, as well as the mix of internal 
versus external product development, the latter in each case resulting in 
lower gross margins.  

</TABLE>


<TABLE>
Operating Expenses
<CAPTION>
                                  	Quarter Ended December 31,     	Nine Months Ended December 31,
                             ----------------------------------  ----------------------------------
                                  	1996            	 1995             	1996	             1995
	                            ----------------  ---------------- 	----------------  ----------------
 <S>                         <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>
         
		                                 	 % of Net 	       	% of Net       		 % of Net		        % of Net
                        	   	Amount 	Revenues 	Amount 	Revenues 	Amount 	Revenues	 Amount  Revenues
	Product development        	$4,707    	15.0%	 $4,163    	23.7%	$13,861    	24.1% $12,807    	32.2%
	Sales and marketing         	6,883    	22.0%  	3,200    	18.2% 	15,930    	27.7%	  9,290    	23.4%
	General and administrative  	1,362     	4.3%   1,190 	    6.8%  	3,951     	6.8%	  3,332	     8.4%
	Amortization of
   intangible assets           	321     	1.0%    	321     	1.8%    	963     	1.7%	    963     	2.4%
                           		------    ------ 	------    ------	-------    ------  ------    ------	
		                          $13,273    	42.3% 	$8,874    	50.5%	$34,705    	60.3%  $26,392    66.4%
                          		=======	   ====== 	======   	====== =======   	======  =======   ======
</TABLE>

	

	Product development expenses increased in amount for the quarter and 
nine months ended December 31, 1996 due to an overall increase in the 
number of products in development, an increase in production costs 
associated with 3-D programming technology and continued investment in 
development for new CD-based set-top platforms.  Sales and marketing 
expenses increased both in amount and as a percentage of revenues as a 
result of a worldwide expansion of the sales and marketing organization 
needed to manage the Company's increased product release schedule.  General 
and administrative expenses increased in amount due to an increase in head 
count related expenses as compared to the same periods in the prior year.  



Other Income (Expense)
	
 	Interest income was approximately $172,000 and $728,000 for the 
quarter and nine months ended December 31, 1996, respectively, compared to 
approximately $409,000 and $1,343,000 for the quarter and nine months ended 
December 31, 1995, respectively.  The decreases were due to a decrease in 
cash and cash equivalents during the current fiscal quarter and nine month 
period as compared to the same periods in the prior year.

Income Tax Provision	

	The income tax provision of approximately $2,262,000 and $1,656,000 
for the quarter and nine months ended December 31, 1996, respectively, 
reflects the Company's expected effective income tax rate for the fiscal 
year ending March 31, 1997.  The Company did not record an income tax 
provision benefit for the nine months ended December 31, 1995 due to the 
fact that, as of such date, the Company had not yet generated taxable 
income.  Income taxes for the quarter and nine months ended December 31, 
1995 represent foreign taxes withheld, which may be available in the future 
as tax credits against future tax liability.


Net Income (Loss)	
	
	For the reasons noted above, net income increased to $4,120,000 for 
the quarter ended December 31, 1996 from a net income of $1,948,000 for the 
same period of the prior fiscal year.  For the nine months ended December 
31, 1996, net income increased to $2,825,000 from a net loss of $815,000 
for the same period of the prior fiscal year.  



Liquidity and Capital Resources
  
	The Company's working capital increased $4.9 million from March 31, 
1996 to December 31, 1996 primarily as a result of the increase in net 
revenues and the resulting increase in accounts receivable.  At December 
31, 1996, net accounts receivable and inventories were $36.7 million, an 
increase of $13.8 million from $22.9 million as of March 31, 1996.  Prepaid 
royalties increased as a result of an increase in third party intellectual 
property and product right acquisitions.

	As of December 31, 1996, total accounts payable and accrued 
liabilities were approximately $17.7 million versus $14.3 million at March 
31, 1996.  The increase at December 31, 1996 is primarily due to the 
increase in inventories and accrued expenses related to the increase in net 
revenues during the quarter. 

	During the nine months ended December 31, 1996, the Company invested 
approximately $2.3 million in  computer  hardware, software and information 
systems required to support the Company's growth in product development and 
distribution. During fiscal 1997, the Company expects to incur additional 
capital expenditures relating to the development of its products and the 
general operation of its business.  In December 1996, the Company signed a 
new long term lease for its headquarters and will be moving from its 
current facility in Los Angeles to a nearby facility in Santa Monica, 
California in the first quarter of fiscal 1998.

	The Company's principal source of liquidity is $17.3 million in cash 
and cash equivalents.  The Company uses its working capital to finance 
ongoing operations, including acquisitions of inventory and equipment, to 
fund the development, production, marketing and selling of new products, 
and to obtain intellectual property rights for future products from third 
parties.  Management believes that the Company's existing capital resources 
are sufficient to meet its current operational requirements for the 
foreseeable future.      
 
	The Company's management currently believes that inflation has not had 
a material impact on continuing operations.



Factors Affecting Future Performance

	In connection with the Private Securities Litigation Reform Act of 
1995 (the "Litigation Reform Act"), the Company is hereby disclosing 
certain cautionary information to be used in connection with written 
materials (including this Quarterly Report on Form 10-Q) and oral 
statements made by or on behalf of its employees and representatives that 
may contain "forward-looking statements" within the meaning of the 
Litigation Reform Act.  Such statements consist of any statement other than 
a recitation of historical fact and can be identified by the use of 
forward-looking terminology such as "may," "expect," "anticipate," 
"estimate" or "continue" or the negative thereof or other variations 
thereon or comparable terminology.  The listener or reader is cautioned 
that all forward-looking statements are necessarily speculative and there 
are numerous risks and uncertainties that could cause actual events or 
results to differ materially from those referred to in such forward-looking 
statements.  The discussion below highlights some of the more important 
risks identified by management, but should not be assumed to be the only 
factors that could affect future performance.  The reader or listener is 
cautioned that the Company does not have a policy of updating or revising 
forward-looking statements and thus he or she should not assume that 
silence by management over time means that actual events are bearing out as 
estimated in such forward-looking statements.

	Fluctuations In Quarterly Results; Future Operating Results Uncertain; 
Seasonality.  The Company's quarterly operating results have in the past 
varied significantly and will likely in the future vary significantly 
depending on numerous factors, many of which are not under the Company's 
control.  Such factors include, but are not limited to, demand for the 
Company's products and those of its competitors, the size and rate of 
growth of the interactive entertainment software market, development and 
promotional expenses relating to the introduction of new products, changes 
in desktop and set-top platforms, product returns, the timing of orders 
from major customers, delays in shipment, the level of price competition, 
the timing of product introduction by the Company and its competitors, 
product life cycles, software defects and other product quality problems, 
the level of the Company's international revenues, and personnel changes.  
Products are generally shipped as orders are received, and consequently, 
the Company operates with little or no backlog.  Net revenues in any 
quarter are, therefore, substantially dependent on orders booked and 
shipped in that quarter.

	The Company's expenses are based in large part on the Company's 
product development and marketing budgets.  Product development and 
marketing costs are expensed as incurred, which is often long before a 
product ever is released.  In addition, a large portion of the Company's 
expenses are fixed.  As the Company increases its development and marketing 
activities, current expenses will increase and, if sales from previously 
released products are below expectations, net income is likely to be 
disproportionately affected.

	Due to all of the foregoing, revenues and operating results for any 
future quarter are not predictable with any significant degree of accuracy.  
Accordingly, the Company believes that period-to-period comparisons of its 
operating results are not necessarily meaningful and should not be relied 
upon as indications of future performance.

	The Company's business has experienced and is expected to continue to 
experience significant seasonality, in part due to consumer buying 
patterns.  Net revenues are typically significantly higher during the 
fourth calendar quarter, due primarily to the increased demand for consumer 
software during the year-end holiday buying season.  Net revenues in other 
quarters are generally lower and vary significantly as a result of new 
product introductions and other factors.  For example, the Company's net 
revenues in its last five quarters were $31.3 million for the quarter ended 
December 31, 1996, $19.2 million for the quarter ended September 30, 1996, 
$7.0 million for the quarter ended June 31, 1996, $21.6 million for the 
quarter ended March 31, 1996 and $17.6 million for the quarter ended 
December 31, 1995.  The Company expects its net revenues and operating 
results to continue to reflect significant seasonality.

	Dependence On New Product Development; Product Delays.  The Company's 
future success depends on the timely introduction of successful new 
products to replace declining revenues from older products.  If, for any 
reason, revenues from new products were to fail to replace declining 
revenues from older products, the Company's business, operating results and 
financial condition would be materially and adversely affected.  In 
addition, the Company believes that the competitive factors in the 
interactive entertainment software marketplace create the need for higher 
quality, distinctive products that incorporate increasingly sophisticated 
effects and the need to support product releases with increased marketing, 
resulting in higher development and marketing costs.  The lack of market 
acceptance or the significant delay in the introduction of, or the presence 
of a defect in, one or more new products could have a material adverse 
effect on the Company's business, operating results and financial 
condition, particularly in view of the seasonality of the Company's 
business.  Further, because a large portion of a product's revenue is 
generally associated with initial shipments, the delay of a product 
introduction expected near the end of a fiscal quarter may have a material 
adverse affect on the operating results for that quarter.

	The Company has, in the past, experienced significant delays in the 
introduction of certain new products.  The timing and success of 
interactive entertainment products remain unpredictable due to the 
complexity of product development, including the uncertainty associated 
with technological developments.  Although the Company has implemented 
substantial development controls, there will likely be delays in developing 
and introducing new products in the future.  There can be no assurance that 
new products will be introduced on schedule, or at all, or that they will 
achieve market acceptance or generate significant revenues.

	From time to time, the Company utilizes independent contractors for 
certain aspects of product development and production.  The Company has 
less control over the scheduling and the quality of work by independent 
contractors than that of its own employees.  A delay in the work performed 
by independent contractors or a lack of quality in such work may result in 
product delays and poor product performance.  Although the Company intends 
to rely in significant part on internal product development, the Company's 
business and future operating results also will depend, to a certain 
extent, on the Company's continued ability to maintain relationships with 
skilled independent contractors.  There can be no assurance that the 
Company will be able to maintain such relationships.

	Uncertainty Of Market Acceptance; Short Product Life Cycles.  The 
market for entertainment systems and software has been characterized by 
shifts in consumer preferences and short product life cycles.  Consumer 
preferences for entertainment software products are difficult to predict 
and few entertainment software products achieve sustained market 
acceptance.  There can be no assurance that new products introduced by the 
Company will achieve any significant degree of market acceptance, that such 
acceptance will be sustained for any significant period, or that product 
life cycles will be sufficient to permit the Company to recoup development, 
marketing and other associated costs.  In addition, if market acceptance is 
not achieved, the Company could be forced to accept substantial product 
returns to maintain its relationships with retailers and its access to 
distribution channels.  Failure of new products to achieve or sustain 
market acceptance or product returns in excess of the Company's 
expectations would have a material adverse effect on the Company's 
business, operating results and financial condition.

	Product Concentration; Dependence On Hit Products.  A key aspect of 
the Company's strategy is to focus its development efforts on selected, 
high quality entertainment software products. The Company derives a 
significant portion of its revenues from a select number of high quality 
entertainment software products released each year, and many of these 
products have substantial production and marketing budgets.  Due to this 
dependence on a limited number of products, the Company may be adversely 
affected if one or more principal products fail to achieve anticipated 
results.  

	Industry Competition; Competition For Shelf Space.  The interactive 
entertainment software industry is intensely competitive.  Competition in 
the industry is principally based on product quality and features, the 
compatibility of products with popular platforms, company or product line 
brand name recognition, access to distribution channels, marketing 
effectiveness, reliability and ease of use, price and technical support.  
Significant financial resources also have become a competitive factor in 
the entertainment software industry, principally due to the substantial 
cost of product development and marketing that is needed for best-selling 
titles.  In addition, competitors with larger product lines and a greater 
number of popular titles typically have greater leverage with distributors 
and other customers who may be willing to promote titles with less consumer 
appeal in return for access to such competitors' most popular titles.  

	The Company's competitors range from small companies with limited 
resources to large companies with substantially greater financial, 
technical and marketing resources than those of the Company.  The Company's 
competitors currently include Electronic Arts, Inc., Lucas Arts 
Entertainment Company, Microsoft Corporation ("Microsoft"), Sony, Sega, 
Nintendo, CUC International, Inc., Good Times Interactive, Inc., Interplay, 
Inc. and Maxis, Inc., among many others.  In addition, the Company believes 
that new competitors, including large divisions of major media and 
communications companies such as The Walt Disney Company and Dreamworks 
SKG, are entering or considering entering the market or are increasing 
their focus on the entertainment software market, resulting in greater 
competition for the Company.  

	As competition increases, significant price competition, increased 
production costs and reduced profit margins may result.  In addition, 
competition from new technologies, such as on-line or networked games, may 
reduce demand in markets in which the Company has traditionally competed.  
Prolonged price competition or reduced demand would have a material adverse 
effect on the Company's business, operating results and financial 
condition.  There can be no assurance that the Company will be able to 
compete successfully against current or future competitors or that 
competitive pressures faced by the Company will not have a material adverse 
affect on its business, operating results and financial condition.

	Retailers typically have a limited amount of shelf space, and there is 
intense competition among entertainment software producers for adequate 
levels of shelf space and promotional support from retailers.  As the 
number of entertainment software products has increased, the competition 
for shelf space has intensified resulting in greater leverage for retailers 
and distributors in negotiating terms of sale, including price discounts 
and product return policies.  The Company's products constitute a 
relatively small percentage of a retailer's sales volume, and there can be 
no assurance that retailers will continue to purchase the Company's 
products or promote the Company's products with adequate levels of shelf 
space and promotional support.

	Changes In Technology And Industry Standards.  The consumer software 
industry is continuing to undergo rapid changes, including evolving 
industry standards, frequent new platform introductions and changes in 
consumer requirements and preferences.  The introduction and adoption of 
new technologies, including operating systems such as Microsoft's Windows 
95 and multi-player gaming over the Internet, could render the Company's 
previously released products obsolete or unmarketable.  The development 
cycle for products utilizing new operating systems, microprocessors or 
formats may be significantly longer than the Company's current development 
cycle for products on existing operating systems, microprocessors and 
formats and may require the Company to invest resources in products that 
may not become profitable.  There can be no assurance that the mix of the 
Company's future product offerings will keep pace with technological 
changes or satisfy evolving consumer preferences or that the Company will 
be successful in developing and marketing products for any future operating 
system or format.  Failure to develop and introduce new products and 
product enhancements in a timely fashion could result in significant 
product returns and inventory obsolescence and could have a material 
adverse effect on the Company's business, operating results and financial 
condition.

	Limited Protection Of Intellectual Property And Proprietary Rights; 
Risk Of Litigation.  The Company holds copyrights on its products, manuals, 
advertising and other materials and maintains trademark rights in the 
Company's name, the Activision logo, and the names of products owned by the 
Company.  The Company regards its software as proprietary and relies 
primarily on a combination of trademark, copyright and trade secret laws, 
employee and third-party nondisclosure agreements, and other methods to 
protect its proprietary rights.  Unauthorized copying is common within the 
software industry, and if a significant amount of unauthorized copying of 
the Company's products were to occur, the Company's business, operating 
results and financial condition could be adversely affected.  There can be 
no assurance that third parties will not assert infringement claims against 
the Company in the future with respect to current or future products.  As 
is common in the industry, from time to time the Company receives notices 
from third parties claiming infringement of intellectual property rights of 
such parties.  The Company investigates these claims and responds as it 
deems appropriate.  Policing unauthorized use of the Company's products is 
difficult, and while the Company is unable to determine the extent to which 
piracy of its software products exists, software piracy can be expected to 
be a persistent problem.  In selling its products, the Company relies 
primarily on "shrink wrap" licenses that are not signed by licensees and, 
therefore, may be unenforceable under the laws of certain jurisdictions.  
Further, the Company enters into transactions in countries where 
intellectual property laws are not well developed or are poorly enforced.  
Legal protections of the Company's rights may be ineffective in such 
countries.  Any claims or litigation, with or without merit, could be 
costly and could result in a diversion of management's attention, which 
could have a material adverse effect on the Company's business, operating 
results and financial condition.  Adverse determinations in such claims or 
litigation could also have a material adverse effect on the Company's 
business, operating results and financial condition.

	Dependence On Key Personnel.  The Company's success depends to a 
significant extent on the performance and continued service of its senior 
management and certain key employees.  In particular, the loss of the 
services of Robert A. Kotick, Brian G. Kelly or Howard E. Marks could have 
a material adverse effect on the Company.  The Company maintains life 
insurance policies only on Messrs. Kotick, Kelly and Marks.  Competition 
for highly skilled employees with technical, management, marketing, sales, 
product development and other specialized training is intense, and there 
can be no assurance that the Company will be successful in attracting and 
retaining such personnel.  Specifically, the Company may experience 
increased costs in order to attract and retain skilled employees.  Although 
the Company generally enters into term employment agreements with its 
skilled employees and other key personnel, there can be no assurance that 
such employees will not leave the Company or compete against the Company.  
The Company's failure to attract additional qualified employees or to 
retain the services of key personnel could have a material adverse affect 
on the Company's business, operating results and financial condition.

	Dependence On Distributors; Risk Of Customer Business Failure; Product 
Returns.  Certain mass market retailers have established exclusive buying 
relationships under which such retailers will buy consumer software only 
from one or two intermediaries.  In such instances, the price or other 
terms on which the Company sells to such retailers may be adversely 
affected by the terms imposed by such intermediaries, or the Company may be 
unable to sell to such retailers on terms which the Company deems 
acceptable.  The loss of, or significant reduction in sales attributable 
to, any of the Company's principal distributors or retailers could 
materially adversely affect the Company's business, operating results and 
financial condition.  Distributors and retailers in the computer industry 
have from time to time experienced significant fluctuations in their 
businesses and there have been a number of business failures among these 
entities.  The insolvency or business failure of any significant 
distributor or retailer of the Company's products could have a material 
adverse effect on the Company's business, operating results and financial 
condition.  Sales are typically made on credit, with terms that vary 
depending upon the customer and the nature of the product. The Company does 
not hold collateral to secure payment.  Although the Company maintains a 
reserve for uncollectible receivables that it believes to be adequate, a 
payment default by a significant customer could have a material adverse 
affect on the Company's business, operating results and financial 
condition.

	The Company also is exposed to the risk of product returns from 
distributors and retailers.  Although the Company provides reserves for 
returns that it believes are adequate, and although the Company's 
agreements with certain of its customers place certain limits on product 
returns, the Company could be forced to accept substantial product returns 
to maintain its relationships with retailers and its access to distribution 
channels.  Product returns that exceed the Company's reserves could have a 
material adverse effect on the Company's business, operating results and 
financial condition.

	Risks Associated With International Operations.  International net 
revenues accounted for 24%, 28%, 23% and 22% of the Company's total 
revenues in the fiscal years 1994, 1995 and 1996 and nine months ended 
December 31, 1996, respectively.  The Company intends to continue to expand 
its direct and indirect sales and marketing activities worldwide.  Such 
expansion will require significant management time and attention and 
financial resources in order to develop adequate international sales and 
support channels.  There can be no assurance, however, that the Company 
will be able to maintain or increase international market demand for its 
products.  International sales are subject to inherent risks, including the 
impact of possible recessionary environments in economies outside the 
United States, the costs of transferring and localizing products for 
foreign markets, longer receivable collection periods and greater 
difficulty in accounts receivable collection, unexpected changes in 
regulatory requirements, difficulties and costs of staffing and managing 
foreign operations, and political and economic instability.  There can be 
no assurance that the Company will be able to sustain or increase 
international revenues or that the foregoing factors will not have a 
material adverse effect on the Company's future international revenues and, 
consequently, on the Company's business, operating results and financial 
condition.  The Company currently does not engage in currency hedging 
activities.  Although exposure to currency fluctuations to date has been 
insignificant, there can be no assurance that fluctuations in currency 
exchange rates in the future will not have a material adverse impact on 
revenues from international sales and licensing and thus the Company's 
business, operating results and financial condition.

	Risk Of Software Defects.  Software products such as those offered by 
the Company frequently contain errors or defects.  Despite extensive 
product testing, in the past the Company has released products with defects 
and has discovered software errors in certain of its product offerings 
after their introduction.  In particular, the personal computer hardware 
environment is characterized by a wide variety of non-standard peripherals 
(such as sound cards and graphics cards) and configurations that make 
pre-release testing for programming or compatibility errors very difficult 
and time-consuming.  There can be no assurance that, despite significant 
testing by the Company, errors will not be found in new products or 
releases after commencement of commercial shipments, resulting in a loss of 
or delay in market acceptance, which could have a material adverse effect 
on the Company's business, operating results and financial condition.



P
art II. - OTHER INFORMATION 


Item 1.  Legal Proceedings
	
The Company is party to routine claims and suits brought against it in 
the ordinary course of business, including disputes arising over the 
ownership of intellectual property rights and collection matters.  In 
the opinion of management, the outcome of such routine claims will not 
have a material adverse effect on the Company's business, financial 
condition or results of operations.



Item 6.	Exhibits and Reports on Form 8-K

	(a)  Exhibits

10.14 	Lease Agreement dated as of December 20, 1996 between the 
Company and Barclay-Curci Investment Company

	(b)   Reports on Form 8-K

The Company filed Form 8-K  on January 17, 1997 reporting a change 
in the Company's certifying accountant from Coopers & Lybrand LLP 
to KPMG Peat Marwick LLP, effective January 17, 1997.







SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be 
signed on its behalf by the undersigned thereunto duly authorized.


Date:  February 14, 1997

ACTIVISION, INC.	



                 			Chairman, Chief Executive	            February 14, 1997
(Robert A. Kotick) 	Officer (Principal Executive
		                 	Officer), President and Director



                 			Chief Financial and Operating   	     February 14, 1997
(Brian G. Kelly)   	Officer and Director
		                 	(Principal Financial Officer)
			



                 			Chief Accounting Officer	             February 14, 1997
(Barry J. Plaga)  		(Principal Accounting Officer)
			



Exhibit Index



Exhibit No.		         	Description	         		      	Sequential Page No.

  10.14           					Lease Agreement between the           			20
				                  	Company and Barclay-Curci 
				                  	Investment Company

	



 

	




 



 



 







OFFICE LEASE
This Lease is made as of this 20th day of December, 1996, by and 
between BARCLAY-CURCI INVESTMENT COMPANY, a California general partnership 
("Landlord") and ACTIVISION, INC., a Delaware corporation ("Tenant").
In consideration of the rents and covenants hereinafter set forth, 
Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the 
following described Premises, upon the following terms and conditions:

1.	FUNDAMENTAL LEASE PROVISIONS

1.1.	Project and Building:                                  (Article 2)
     1.1.1  Project:          SANTA MONICA BUSINESS PARK
     1.1.2  Building:         Address: 3100 Ocean Park Boulevard
                              City:  Santa Monica
                              County:  Los Angeles
                              State:  California
                              Zip Code:  90405

1.2.	Premises:                Floors:  Basement, First      (Article 2)
                              (1st) and Second (2nd) Floors 
                              Rentable Area:  39,781 
                              rentable square feet (36,834 
                              usable) on the 1st floor, 
                              41,421 rentable square feet 
                              (38,353 usable) on the 2nd 
                              floor, and 16,799 (15,555 
                              usable) rentable square feet 
                              in the Basement, for an 
                              aggregate of 98,001 (90,742 
                              usable) rentable square feet 
                              on the Basement, 1st and 2nd 
                              floors.

1.3.	Term:                                                     (Article 3)
     1.3.1	Length of Term:    Ten (10) years.
     1.3.2	Commencement Date: May 1, 1997.
     1.3.3	Expiration Date:   April 30, 2007.

1.4.	Basic Rent:                                               (Article 4)

                                      Monthly
                                    Dollars Per                               
                                   Rentable Square
                 Months                 Foot               Dollars Per Month


Basement            1-12                 $1.00                   $16,799.00
(16,799 rsf)       13-24                 $1.10                   $18,478.90
                  25-120                 $1.20                   $20,158.80

1st & 2nd Floor     1-12                 $1.60                  $129,923.20
(81,202 rsf)       13-24                 $1.75                  $142,103.50
                  25-120                 $1.90                  $154,283.80


*Entire Premises    1-24                   N/A                    $3,385.24

*During months one (1) through twenty-four (24) of the Term, in 
addition to the Basic Rent for the Basement and 1st and 2nd floor, Tenant 
shall pay Basic Rent to Landlord for the entire Premises in connection 
with the adjustment of Lease Commencement Date, in the monthly amount 
shown.

1.5.	Additional Rent:                                          (Article 6)
     1.5.1                    Tenant's Share: 69.10%.

     1.5.2                    Base Year:  The calendar year 1997.

1.6.	After-Hours  Charges:    After-Hours Charges payable by   (Article 12)
                              Tenant shall be calculated as set 
                              forth in Section 12.2

1.7.	Prepaid Rent:            $150,107.44.                     (Article 4)

1.8.	Security                                                  (Article 9)
     Deposit and L-C 
     Amount:                 Security Deposit - $174,442.60
                             L-C Amount - $2,441,349.41.

1.9	Parking Passes:          Five (5) parking passes per each  (Article 5)
                             1,000 rentable square feet in the 
                             Premises.
1.10.	Landlord's                                               (Article 37)    
      Address For 
      Notices:               BARCLAY-CURCI INVESTMENT COMPANY
                             c/o TRANSPACIFIC DEVELOPMENT COMPANY
                             2377 Crenshaw Boulevard, Suite 300
                             Torrance, California  90501

1.11.	Tenant's                                                 (Article 37)
      Address For
      Notices:               11601 Wilshire Boulevard Suite 300
                             Los Angeles, California 90025
                             (Prior to Commencement Date) 

                             at the Premises
                             (After Commencement Date)

1.12.	Broker:                Julien J. Studley, Inc.           (Article 35)
                             10960 Wilshire Boulevard, Suite 1500
                             Los Angeles, California 90024

2.	PREMISES
2.1	The approximate location of the premises (the "Premises") leased 
hereunder is shown on the drawing attached hereto as Exhibit A. The 
Premises consist of that certain space situated in the building (the 
"Building") described in Section 1.1.2 hereof. Notwithstanding the 
depiction of the Premises as set forth on Exhibit A, the area of the 
Premises for all purposes hereunder is stipulated to be the square feet of 
usable area (the "Usable Area") and square feet of rentable area (the 
"Rentable Area") specified in Section 1.2.   In connection with the 
foregoing, Landlord and Tenant hereby acknowledge and agree that in no 
event shall the area of the initial Premises be remeasured or otherwise 
adjusted.  Notwithstanding the foregoing, the parties hereby agree that the 
Rentable Area of any "First Offer Space", as that term is defined in 
Section 40.1, below, shall be equal to the product of (i) the "usable" area 
of such First Offer Space, as determined pursuant to the Standard Method 
for Measuring Floor Area in Office Buildings, ANSI Z65.1-1996 ("BOMA"), and 
(ii) (a), in the case where the First Offer Space is located on a multi-
tenant floor, 1.12, and (b), in the case where the First Offer Space 
consists of an entire floor, 1.08.
2.2	The Premises are a part of a business/commercial complex 
consisting of (i) the Building and the "Common Areas," as that term is 
defined in Section 6.2.3 of this Lease, (ii) the land upon which the 
Building and the Common Areas are located, and (iii) at Landlord's 
discretion, any additional real property, areas, land, buildings or other 
improvements added thereto (collectively, the "Project").  The Project is 
currently known by the name set forth in Section 1.1.1 of this Lease and is 
generally shown on Exhibit A-1 attached hereto.  Landlord may, in its sole 
discretion, change the size, shape, location, number and extent of any or 
all of the improvements in the Project without any liability to or consent 
of Tenant, provided that any such changes shall be consistent with the 
character of a first-class office park.  Additionally, Landlord agrees that 
it shall not, without Tenant's prior consent, which consent shall not be 
unreasonably withheld, make material, adverse changes to any entrance to 
the Building agreed to be constructed by Landlord as a part of the "Facade 
Modifications," as that term is defined in Section 2.1 of the Tenant Work 
Letter attached hereto as Exhibit C, constructed after the date hereof in 
connection with Tenant's initial occupancy of the Premises, unless such 
changes are required by law.  Tenant hereby acknowledges that the Project 
is being, or may be, constructed or reconstructed in phases, and that by 
reason of such construction, or by reason of any remodeling or 
reconstruction activities there may be temporary incidents such as dust, 
dirt, barricades, detours, equipment or material in the Building or Common 
Areas.  Except as otherwise set forth in Section 12.7, below, Tenant hereby 
waives any and all Rent offsets or claims of constructive eviction which 
may arise in connection with such construction, remodeling or 
reconstruction.  Except when and where Tenant's right of access is 
specifically excluded above and elsewhere in this Lease, Tenant shall have 
the right of access to the Premises and the Building, twenty-four (24) 
hours per day, seven (7) days per week during the "Term," as that term is 
defined in Section 3.1 of this Lease.  
2.3	Landlord reserves the right to use the roof and exterior walls of 
the Premises, and the area beneath, adjacent to and above the Premises, 
together with the right to install, use, maintain and replace equipment, 
machinery, pipes, conduits and wiring through the Premises, which serve 
other parts of the Project, in a manner and in locations which do not 
unreasonably interfere with Tenant's use of the Premises, provided that any 
such use shall be consistent with the character of a first-class office 
project. No light, air or view easement is created by this Lease.
2.4	Landlord acknowledges and agrees that, during the Term, Tenant 
shall have the exclusive right to use the Building's interior atrium areas 
subject to all of the terms of this Lease; provided that any changes to the 
atrium areas, including the use of furniture, fixtures, and equipment or 
landscaping in such atrium areas, shall be subject to Landlord's prior 
reasonable approval.
2.5	Except as specifically provided in the "Tenant Work Letter" 
describing the construction of leasehold improvements (if any), attached 
hereto as Exhibit C, or elsewhere in this Lease, Tenant shall lease the 
Premises on an "As Is" basis and Landlord shall have no obligation to 
improve, remodel, alter or otherwise modify the Premises prior to Tenant's 
occupancy.
2.6	Tenant shall have the right, at Tenant's sole cost and expense, 
to install, as a part of the "Tenant's Security System", as defined in 
Section 12.6, below, a "card-key" or similar security system in the 
Building elevators, allowing Tenant to prohibit access to the basement and 
second floor of the Building by anyone other than Tenant's employees.  Such 
elevator system shall comply with all of the requirements of Section 12.6 
with respect to the Tenant's Security System.
3.	TERM
3.1	Commencement Date. The terms and provisions of this Lease shall 
be effective as of the date of this Lease.  The term of this Lease (the 
"Term") shall be for the duration set forth in Section 1.3 hereof and shall 
commence on the date set forth in Section 1.3.2 of this Lease (the 
"Commencement Date") and shall terminate on the date set forth in 
Section 1.3.3 of this Lease, unless sooner terminated pursuant to the terms 
of this Lease.  For purposes of this Lease, the term "Lease Year" shall 
mean each consecutive twelve (12) month period during the Term.  
Notwithstanding the definition of the Commencement Date for the Premises 
set forth in Section 1.3.2, above, Tenant shall have the right to commence 
business operations from any portion of the Premises (such space, the "Pre-
Occupancy Space") during the "Pre-Occupancy Period," as that term is 
defined below, provided that (i) Tenant shall give Landlord at least ten 
(10) days prior notice of any such use of the Premises, and (ii) a 
certificate of occupancy or its equivalent permitting occupancy shall have 
been issued by the appropriate governmental authorities for the Pre-
Occupancy Space.  If Tenant does commence business operations from any Pre-
Occupancy Space prior to the occurrence of the Lease Commencement Date, all 
of the terms and conditions of this Lease shall apply to that portion of 
the Premises containing the Pre-Occupancy Space, except that Tenant shall 
have no obligation to pay Basic Rent or Tenant's Share of Expenses during 
the period commencing on the date Tenant commences business operations from 
the applicable Pre-Occupancy Space and continuing until the Lease 
Commencement Date (the "Pre-Occupancy Period").  Following Tenant's 
possession of the Premises, Tenant shall confirm the Commencement Date upon 
Landlord's delivery to Tenant of an instrument in the form set forth on 
Exhibit B attached hereto. Tenant shall execute and return such instrument 
within ten (10) days after written request from Landlord. This Lease shall 
be a binding contractual agreement effective upon the date of execution 
hereof by both Landlord and Tenant, notwithstanding the later commencement 
of the Term.
4.	BASIC RENT PAYMENTS
4.1.	General.  The term "Rent" or "Rental" as used in this Lease shall 
mean "Basic Rent," as set forth in Section 1.4 hereof (and adjustments 
thereto as hereinafter provided) and "Additional Rent".  For purposes of 
this Lease, "Additional Rent" shall mean Tenant's Share of Expenses in 
excess of Landlord's Base Year Costs (as set forth in Article 6, below) and 
all other amounts payable by Tenant pursuant to the terms of this Lease.  
Tenant agrees to pay to Landlord all Rent required under this Lease, which 
shall be payable monthly (unless expressly provided otherwise), to Landlord 
without deduction or offset, in lawful money of the United States of 
America at the office maintained by Landlord in the Project or at such 
other place as Landlord may from time to time designate in writing. In any 
notice to pay rent or quit the Premises, Landlord may include and designate 
Additional Rent as Rent then past due and owing, if such is the case. Any 
Rent increases which are called for hereunder, the payment of which is 
delayed or prevented by reason of any wage and price control law, rent 
control law, or other governmental rule, law or restriction, shall accrue 
and be payable together with interest thereon at the "Agreed Rate" (as 
defined in Section 39.11 hereof), at the end of the Term, or sooner if 
allowed. No acceptance by Landlord of partial payment of any sum due from 
Tenant shall be deemed a waiver by Landlord of any of its rights to the 
full amount due, nor shall any endorsement or statement on any check or 
accompanying letter from Tenant be deemed an accord and satisfaction. Any 
Rent payments received from Tenant or any other person shall be 
conclusively presumed to have been paid on Tenant's behalf, unless Landlord 
has been given prior written notice to the contrary by Tenant. Tenant 
agrees that the acceptance by Landlord of any Rent shall not constitute a 
consent by Landlord or a waiver of any of its rights under this Lease. In 
no event shall the foregoing be construed as requiring Landlord to accept 
any Rent from any person other than Tenant. If the Term begins or ends on a 
day other than the last day of a month, then the Rent for such month shall 
be prorated based on a thirty (30) day month. All prorations of Rent under 
this Lease for fractional periods shall be based on a thirty (30) day month 
and a three hundred sixty (360) day year.
4.2.	Basic Rent.  Tenant shall pay the "Basic Rent" set forth in 
Section 1.4 hereof on the first day of each month in advance, beginning on 
the Commencement Date. Landlord may, but shall not be obligated to, send a 
bill or statement for Basic Rent to Tenant each month, but Tenant shall be 
obligated to pay Basic Rent on the first day of each month regardless of 
whether or not it receives a bill or statement.
4.3.	Prepaid Rent.  Concurrently with the execution of this Lease, 
Tenant shall pay Basic Rent in the amount set forth in Section 1.7, above, 
which Basic Rent shall be applied to the Basic Rent due for the first full 
month of the Term following.
4.4	Additional Basic Rent.  Tenant agrees that, upon the completion 
of the "HVAC Upgrade", as that term is defined in Section 12.2.3, below, 
the monthly Basic Rent payable by Tenant during the initial Term of this 
Lease shall be increased by an amount equal to (i) Tenant's Share of the 
total amount of the "Upgrade Costs", as that term is defined in Section 
12.2.3, below, divided by (ii) the number of calendar months remaining in 
the Term as of the date of the final determination of the Upgrade Costs 
(the "Additional Basic Rent").  After the Upgrade Costs have been finally 
determined, Landlord shall notify Tenant of the amount of the Additional 
Basic Rent, and Landlord and Tenant shall, within fifteen (15) days 
thereafter, enter into an amendment to this Lease, increasing the monthly 
Basic Rent due hereunder by the amount of the Additional Basic Rent.
5.	TENANT PARKING
Tenant shall have the right to use parking spaces in the parking areas 
and facilities servicing the Project (the "Parking Facility") on a monthly 
basis throughout the Term pursuant to the terms of that certain Parking 
License Agreement to be entered into between Landlord and Tenant 
concurrently herewith, in the form attached hereto as Exhibit G.
6.	ADDITIONAL RENT
6.1.	Tenant shall pay Tenant's Share of "Expenses," on the first day 
of each month during the Term or otherwise as set forth in this Article 6. 
The monthly installments of Tenant's Share of Expenses payable by Tenant 
hereunder consist of the amount by which Tenant's Share of Expenses exceeds 
Landlord's Base Year Costs (as such terms are hereinafter defined), 
calculated as follows: total Expenses (estimated or actual) multiplied by 
Tenant's Share, minus Landlord's Base Year Costs, divided by twelve (12); 
provided, however, that in no event shall any decrease in Expenses for any 
"Subsequent Year" below Expenses for the Base Year entitle Tenant to any 
decrease in Rent or any credit against sums due under this Lease.  Without 
limitation on other obligations of Tenant which survive the expiration of 
the Term, the obligations of Tenant to pay the Additional Rent provided for 
in this Article 6 shall survive the expiration of the Term.
6.2.	Definitions. As used in this Lease, the following terms have the 
meanings indicated:
6.2.1.	"Landlord's Base Year Costs" means the annualized 
dollar amount which results from multiplying the total Expenses incurred by 
Landlord during the Base Year by Tenant's Share.
6.2.2.	The term "Expenses" means all "Operating Expenses" and 
"Tax Expenses," as those terms are defined in Sections 6.2.2.1 and 6.2.2.2, 
below.  
6.2.2.1	"Operating Expenses" shall mean all expenses, 
costs, amounts  and fees of every kind and nature paid or incurred by 
Landlord during any calendar year during the Term because of, in connection 
with or attributable to the ownership, management, maintenance, repair, 
replacement, restoration or operation of the Building and Common Area (as 
described hereinafter), or any portion thereof, and which are attributable 
to such calendar year.  Without limiting the generality of the foregoing, 
Operating Expenses shall include expenses, costs, amounts and fees for the 
following:  (i) electricity, water, gas, sewer, and all other utility 
services to or for the Building or Common Area, including any utility 
taxes, fees, charges or other similar impositions paid or incurred by 
Landlord in connection therewith; and (ii) operation, maintenance 
(including reasonable reserves), security services, replacement for normal 
wear and tear, repair, restriping or resurfacing of paving, management 
(including costs of reasonable on-site offices), insurance (including 
public liability and property damage, rent continuation, boiler and 
machinery, earthquake and extended coverage insurance), and cleaning of the 
Building and Common Area and all furnishings, fixtures and equipment 
therein.  Landlord agrees that Landlord shall carry earthquake insurance 
for the Building during the Base Year.  The term "Operating Expenses" shall 
also include the annual amortization of costs (including interest at the 
then prevailing rate) of any equipment, device or improvement (the "Capital 
Items") (A) which are intended as a labor-saving device or to effect other 
economies in the operation or maintenance of the Project, or any portion 
thereof to the extent of cost savings reasonably anticipated by Landlord at 
the time of such expenditure, or (B) that are required under any 
governmental law or regulation, except for capital repairs, replacements or 
other improvements to remedy a condition existing as of the date hereof 
which an applicable governmental authority, if it had knowledge of such 
condition as of the date hereof, would have then required to be remedied 
pursuant to governmental laws or regulations in their form existing as of 
the date hereof, where such costs are amortized over the useful life 
thereof as Landlord shall determine reasonably and which do not inure 
primarily to the benefit of any particular tenant.  If the Project is not 
at least ninety-five percent (95%) occupied during all or a portion of the 
Base Year or any Subsequent Year, Landlord shall make an appropriate 
adjustment to the variable components of Operating Expenses for such year 
to determine the amount of Operating Expenses that would have been paid had 
the Project been ninety-five percent (95%) occupied; and the amount so 
determined shall be deemed to have been the amount of Operating Expenses 
for such year.  Operating Expenses for the Base Year shall include 
amortized costs relating to Capital Items, market-wide labor-rate increases 
due to extraordinary circumstances, including, but not limited to, boycotts 
and strikes, and utility rate increases due to extraordinary circumstances 
including but not limited to, conservation surcharges, boycotts, embargoes 
or other shortages; provided, however, that at such time as any such 
assessments, charges, costs or fees are no longer included in Operating 
Expenses, such assessments, charges, costs or fees shall be excluded from 
the Base Year calculation of Operating Expenses.  Landlord shall not 
include in Operating Expenses for any year after the Base Year any new, 
distinct category of Operating Expenses (as opposed to an addition to an 
existing category, such as security or janitorial) for new services 
provided to the Project and/or Building after the Base Year unless such new 
services are (i) required to comply with applicable governmental law or 
regulation enacted after the Commencement Date, (ii) provided to enhance 
the safe and/or secure occupancy and use of the Premises, Building and/or 
Project by Tenant and the other tenants of the Building and Project, or 
(iii) then customarily provided comparable office buildings or office 
projects in the vicinity of the Project and not so provided as of the date 
of this Lease.  Landlord agrees that during the first four (4) Subsequent 
Years, the total amount of "Controllable  Expenses", as that term is 
defined below, included in Expenses shall not increase during any 
particular Subsequent Year, commencing with the first Subsequent Year, to 
an amount which is greater than the amount which would be included in 
Expenses had Controllable Expenses increased at a rate of four percent (4%) 
per Subsequent Year (the "Cap"), commencing with the Base Year, on a 
cumulative, compounded basis.  For the purposes of this Lease, the term 
"Controllable Expenses" shall mean: (i) Parking Facility maintenance costs, 
(ii) the amount of rent charged to Operating Expenses as rent for the 
Project management office, (iii) the costs of janitorial, and cleaning 
services (including window cleaning and trash removal), (iv) the costs of 
security services (except any incremental costs which arise due to civil 
disturbances), and (v) landscaping services and supplies, unless and to the 
extent such costs are increased in excess of the Cap as a result of 
unionization of a particular trade or a market-wide labor-rate increases 
due to extraordinary circumstances, including without limitation, boycotts 
and strikes.  Notwithstanding the foregoing, for purposes of this Lease, 
Operating Expenses shall not, however, include:
(a)	costs incurred in connection with the original 
construction of the Building or in connection with any major change in 
the Building or Project, such as adding or deleting floors or 
buildings or Common Areas;
(b)	costs of the design and construction of tenant 
improvements to the Premises or the premises of other tenants;
(c)	except as expressly set forth in this Section 6.2.2.1, 
depreciation, interest and principal payments on mortgages and other 
debt costs, if any;
(d)	marketing costs, legal fees, space planners' fees and 
advertising and promotional expenses, and brokerage fees incurred in 
connection with the original development, subsequent improvement, or 
original or future leasing of the Building;
(e)	costs for which the Landlord is reimbursed by any 
tenant or occupant of the Building or by insurance by its carrier or 
any tenant's carrier or by anyone else;
(f)	any bad debt loss, rent loss, or reserves for bad debts 
or rent loss;
(g)	the expense of extraordinary services provided to other 
tenants in the Building at no cost which are made available to Tenant 
at cost;
(h)	costs associated with the operation of the business of 
the partnership or entity which constitutes the Landlord, as the same 
are distinguished from the costs of operation of the Building, 
including partnership accounting and legal matters, costs of defending 
any lawsuits with any mortgagee (except as the actions of the Tenant 
may be in issue), costs of selling, syndicating, financing, mortgaging 
or hypothecating any of the Landlord's interest in the Building, and 
costs incurred in connection with any disputes between Landlord and 
its employees, between Landlord and Building management, or between 
Landlord and other tenants or occupants;
(i)	the wages and benefits of any employee who does not 
devote substantially all of his or her employed time to the Building 
unless such wages and benefits are prorated to reflect time spent on 
operating and managing the Building vis-a-vis time spent on matters 
unrelated to operating and managing the Building; provided, that in no 
event shall Operating Expenses include wages and/or benefits 
attributable to personnel above the level of regional property manager 
or regional engineer;
(j)	except as expressly set forth in this Section 6.2.2.1, 
penalties and interest;
(k)	amount paid as ground rental or as rental for the 
Building by the Landlord;
(l)	costs, including permit, license and inspection costs, 
incurred with respect to the installation of tenant improvements made 
for new tenants in the Building or incurred in renovating or otherwise 
improving, decorating, painting or redecorating vacant space for 
tenants or other occupants of the Building (provided that any such 
costs relating to any common areas of the Building or parking 
facilities shall be included in Operating Expenses);
(m)	costs of, capital improvements except as defined as 
Capital Items in this Section 6.2.2.1, above;
(n)	expenses in connection with services or other benefits 
which are not offered to the Tenant or for which the Tenant is charged 
directly but which are provided to another tenant or occupant of the 
Building without a separate charge;
(o)	costs paid to the Landlord or to subsidiaries or 
affiliates of the Landlord for services in the Building to the extent 
the same exceeds the costs of such services rendered by qualified, 
first-class unaffiliated third parties on a competitive basis;
(p)	any compensation paid to clerks, attendants or other 
persons in commercial concessions operated by the Landlord, other than 
the Parking Facility;
(q)	rentals and other related expenses incurred in leasing 
air conditioning systems, elevators or other equipment, the cost of 
which, if purchased, would be excluded from Operating Expenses as a 
capital cost, except equipment not affixed to the Building which is 
used in providing janitorial or similar services and, further 
excepting from this exclusion such equipment rented or leased to 
remedy or ameliorate an emergency condition in the Building;
(r)	all items and services for which Tenant or any other 
tenant in the Building reimburses Landlord or which Landlord provides 
selectively to one or more tenants (other than Tenant) without 
reimbursement;
(s)	electric power costs for which any tenant directly 
contracts with and pays to the local public service company;
(t)	costs, other than those incurred in ordinary 
maintenance and repair, for sculpture, paintings, fountains or other 
objects of art;
(u)	tax penalties incurred as a result of Landlord's 
negligence, inability or unwillingness to make payments when due;
(v)	fees payable to Landlord (including its affiliates) for 
management of the Building and Common Areas, in excess of three 
percent (3%) of Landlord's gross revenues from the Building and Common 
Areas for such Subsequent Year (grossed-up to reflect 95% occupancy);
(w)	rent for any office space occupied by Project 
management personnel to the extent the rental rate of such office 
space exceeds the fair market rental value of such office space;
(x)	Landlord's general corporate overhead and general and 
administrative expenses;
(aa)	costs arising from the gross negligence or wilful 
misconduct of Landlord or its agents, employees, vendors, contractors, 
or providers of materials or services;
(bb)	costs incurred to comply with laws in effect as of the 
date of this Lease relating to the removal of hazardous material (as 
defined under applicable law, and defined as such as of the Lease 
Commencement Date), which hazardous material is in existence in the 
Building or Project prior to the date of this Lease or is brought into 
the Building or Project after the date hereof by Landlord or any other 
tenant of the Building or Project (excluding Tenant), and is of such a 
nature that a Federal, State or municipal government governmental 
authority, if it had knowledge of the presence of such hazardous 
material in the state and under the conditions that it then exists in 
the Building or Project, would require the removal of such hazardous 
material or would require other remedial or containment action with 
respect thereto pursuant to laws in effect as of the date of this 
Lease;
(cc)	costs arising from Landlord's charitable or political 
contributions;
(dd)	costs incurred to comply with laws or governmental 
regulations relating to handicap access which governmental regulations 
were in effect prior to the Lease Commencement Date;
(ee)	costs attributable solely to restaurants located in the 
Project;
(ff)	material increases in insurance premiums paid by 
Landlord to the extent such increases result from a material decrease 
in the deductible amounts of the insurance policies carried by 
Landlord as compared to the deductible amounts in insurance policies 
carried by Landlord during the Base Year;
(gg)	costs relating to improvements to the Building required 
by governmental laws, rules or regulations which are (i) enacted prior 
to the date of this Lease, or (ii) required by earthquake retrofit 
codes passed directly in response to the "Northridge" earthquake of 
1994; and
(hh)	costs which are in excess of the sum of actual costs 
incurred by Landlord, except as related to Landlord's "gross-up" of 
costs for the Building, or to the amortization of costs as allowed 
pursuant to the terms of this Section 6.2.2.1.
6.2.2.2.  "Tax Expenses" shall mean all real property taxes 
and personal property taxes, licenses, charges, fees, general and special 
assessments and other impositions which are levied, assessed, imposed or 
collected by any federal, state, county or local governmental authority or 
improvement or assessment district during any calendar year with respect to 
the Building or Common Area and the land on which the same is located, and 
any improvements, fixtures, equipment and other property of Landlord, real 
or personal, located in the Project and used in connection with the 
operation or maintenance of the Building or Common Area (computed on a cash 
basis or as if paid in permitted installments regardless of whether 
actually so paid), as well as any tax which shall be levied or assessed in 
addition to or in lieu of such taxes (it being acknowledged that because of 
the passage of laws which limit increases in real property taxes, 
government agencies may impose fees, charges, assessments or other levies 
in connection with services previously furnished without charge or at a 
lesser charge and which were previously paid for in whole or in part, 
directly or indirectly by real property taxes), any gross excise tax or 
other similar tax, and any costs or expenses of contesting any such taxes, 
licenses, charges or assessments, but excluding any federal or state income 
or gift tax or any franchise, capital stock, estate or inheritance taxes. 
Notwithstanding anything in Section 6.5.5, below, to the contrary, any 
costs and expenses (including, without limitation, reasonable attorneys' 
fees) incurred in attempting to protest, reduce or minimize Tax Expenses 
shall be included in Tax Expenses in the calendar year to which such 
expenses relate. If in any Subsequent Year, the amount of Tax Expenses is 
less than Tax Expenses for the Base Year, then for purposes of all 
Subsequent Years, including the year in which such decrease in Tax Expenses 
occurred, the Expenses for the Base Year shall be decreased by an amount 
equal to such decrease in Tax Expenses.
6.2.3.	The term "Common Area" means that portion of the 
Project other than the Building and other buildings for lease to tenants 
which is from time to time designated and improved for nonexclusive, common 
use by more than one person. The Common Area includes Parking Facility.
6.2.4.	The term "Base Year" means the calendar year specified 
at Section 1.5.2
6.2.5.	The term "Subsequent Year" means the first full 
calendar year following the Base Year and each calendar year, or part 
thereof, thereafter occurring during the Term.
6.2.6.	"Tenant's Share" is hereby agreed by Landlord and 
Tenant to be the percentage set forth in Section 1.5.1 hereof.
6.3.	Payment of Estimated Expenses. Tenant shall pay estimated 
Expenses to Landlord as follows:
6.3.1.	Landlord shall submit to Tenant, following the end of 
the Base Year, a reasonably detailed statement showing the Expenses for the 
Base Year, in substantially the form as attached hereto as Exhibit L.
6.3.2.	For each Subsequent Year, Landlord shall submit to 
Tenant, a reasonably detailed statement showing the estimated Expenses for 
such Subsequent Year. The determination of estimated Expenses hereunder 
shall be made by Landlord based upon Landlord's experience with actual 
costs and projections.  Tenant shall pay monthly to Landlord an amount 
equal to the excess of (a) the sum of the total annual estimated Expenses 
multiplied by Tenant's Share minus (b) Landlord's Base Year Costs, divided 
by (c) twelve (12) months.  If Landlord does not submit said statement to 
Tenant prior to January 1 of any such Subsequent Year, Tenant shall 
continue to pay its share of estimated Expenses at the then existing rate 
until such statement is submitted, and, thereafter, at the monthly Rent 
payment date next following the submittal of such statement, shall pay its 
share of estimated Expenses based on the rate set forth in such statement 
together with any amounts based on such rate which may have theretofore 
accrued from January 1 of such Subsequent Year. Landlord may revise such 
estimated Expenses at the end of any calendar quarter, and Tenant shall pay 
or Landlord shall credit, or, after the expiration of the Term, rebate, as 
applicable, Tenant's Share of such revised estimated Expenses after notice 
thereof as herein provided.
6.4.	Payment of Actual Expenses. Actual Expenses shall be reconciled 
against payments of estimated Expenses as follows:
6.4.1.	Following the end of each Subsequent Year, Landlord 
shall submit to Tenant a reasonably detailed statement showing the actual 
Expenses paid or incurred by Landlord during the previous calendar year. If 
Tenant's Share of such actual Expenses is less than the amount of estimated 
Expenses for such previous year theretofore paid by Tenant, then Landlord 
shall credit the amount of such difference against Rent which may 
thereafter be due from Tenant; provided, however, that in no event shall 
Tenant receive a credit as provided herein for any amount calculated to be 
less than Landlord's Base Year Costs.  If Tenant's Share of such actual 
Expenses is more than the amount of the estimated Expenses for such 
previous year theretofore paid by Tenant, then Tenant shall, at the monthly 
Rent payment date next following the submittal of such statement to Tenant, 
pay to Landlord the full amount of such difference.
6.4.2.	The reconciliation of the Expenses paid by Tenant for 
the calendar year in which this Lease terminates shall be made upon 
Landlord's submittal to Tenant of the statement of actual Expenses for such 
calendar year. The estimated and actual Expenses for such calendar year 
shall be prorated based on the actual number of days in such calendar year 
that this Lease was in effect, based on a 365 day year, and shall be 
compared. If pursuant to such comparison it is determined that there has 
been an underpayment or an overpayment by Tenant for such calendar year, 
Landlord shall refund the overpayment to Tenant, or Tenant shall pay the 
amount calculated as owing to Landlord, as the case may be, within thirty 
(30) days after the submittal of the statement by Landlord. This provision 
shall survive the expiration or termination of the Lease. If Landlord deems 
it advisable, Landlord may submit partial year statements pursuant to this 
Section 6.4.2 in order to cause an earlier reconciliation of Expenses for 
the calendar year in which this Lease terminates.
6.5.	Other Expense Provisions.
6.5.1.	Notwithstanding any provision of this Article 6 to the 
contrary, if at any time during the Term any tenant, pursuant to an express 
provision in its lease and with Landlord's approval, contracts for certain 
Building or Common Area services to be provided directly to it and at its 
expense, which services would normally be furnished by Landlord (e.g., 
janitorial, maintenance, utilities, etc.), then Landlord may make an 
appropriate adjustment in calculating Tenant's Share of Expenses to the end 
that the cost of the remaining services provided by Landlord are shared 
proportionately by all tenants receiving such services.
6.5.2	Landlord shall have the right, from time to time, to 
equitably allocate some or all of the Expenses for the Project among 
different portions or occupants of the Project (the "Cost Pools"), in 
Landlord's discretion, in accordance with reasonable property management 
principles.  Such Cost Pools may include, but shall not be limited to, the 
office space tenants of a building of the Project, or of the Project, and 
the retail space tenants of a building of the Project, or of the Project.  
The Expenses within each such Cost Pool shall be allocated and charged to 
the tenants within such Cost Pool in an equitable manner.
6.5.3.	The computation of Expenses pursuant to this Article 6 
is intended to constitute a formula for an agreed equitable sharing of 
costs by tenants, based on actual costs or Landlord's good faith 
estimations thereof, and may or may not constitute an exact reimbursement 
to Landlord for costs paid by Landlord, and for Landlord's administration.
6.5.4.	Any delay or failure of Landlord in computing or 
billing for Expenses shall not constitute a waiver of, or in any way 
impair, the obligation of Tenant to pay Expenses hereunder. However, Tenant 
shall not be charged interest on unpaid Expenses which have accrued during 
such time that Landlord has failed to submit a statement for such Expenses.
6.5.5	Refunds or adjustments to Tax Expenses (not including 
refunds relating to Proposition 8) for the Base Year or any Subsequent 
Year, shall be applied to the year, including the Base Year, if applicable, 
to which such refund or adjustment relates.  In connection with any 
retroactive adjustment of Tax Expenses incurred in the Base Year based upon 
such refund, such adjustment shall also be retroactively applied to the 
Base Year in connection with the recalculation of Expenses for all 
Subsequent Years, and Tenant shall pay Tenant's Share of Expenses for all 
such Subsequent Years based on such adjustment to Base Year Tax Expenses.  
If Tax Expenses for any period during the Term or any extension thereof are 
increased after payment thereof by Landlord for any reason, including, 
without limitation, error or reassessment by applicable governmental or 
municipal authorities, Tenant shall pay Landlord upon demand Tenant's Share 
of such increased Tax Expenses.
6.5.6	Any cost or expense included in Expenses which is 
attributable to Common Area shall be prorated by Landlord to the Building 
based on the proportion which the total square footage of the Building 
bears to the total square footage of all buildings in the Project from time 
to time, or by such other fair and reasonable method of allocation as 
Landlord may determine, except that, with regard to Tax Expenses, Landlord 
may use such allocation of taxes among the various parcels in the Project 
as may have been used by the taxing authority.
7.	TAXES PAYABLE SOLELY BY TENANT
7.1	In addition to the Rent to be paid by Tenant, Tenant shall pay 
before delinquency and without notice or demand by Landlord any and all 
taxes levied or assessed on and which become payable by Tenant during the 
term of this Lease (excluding, however, state and federal personal or 
corporate income taxes measured by the income of Landlord from all sources, 
capital stock taxes, and estate and inheritance taxes), whether or not now 
customary or within the contemplation of the parties hereto, which are 
based upon, measured by or otherwise calculated with respect to: (i) the 
gross or net Rent payable under this Lease, including, without limitation, 
any gross receipts tax or any other gross income tax or excise tax levied 
by any taxing authority with respect to the receipt of the Rental 
hereunder, (ii) the value of Tenant's equipment, furniture, fixtures or 
other personal property located in the Premises; (iii) the possession, 
lease, operation, management, maintenance, alteration, repair, use or 
occupancy by Tenant of the Premises or any portion thereof; (iv) the value 
of any improvements, alterations or additions made in or to the Premises by 
or on behalf of Tenant, to the extent such value is in excess of the 
greater of (A) the Building standard value used by Landlord at the Project, 
and (B) $20.00 per usable square foot of the Premises, or (v) this 
transaction or any document to which Tenant is a party creating or 
transferring an interest or an estate in the Premises. Real property taxes 
on improvements which are installed as part of Landlord's Work shall be 
deemed to be included in the Tax Expenses, as to which Tenant shall pay 
Tenant's Share, and shall not be separately payable by Tenant. If it is not 
lawful for Tenant to reimburse Landlord for any such taxes paid or incurred 
by Landlord, the Rent shall be revised so as to net Landlord the same net 
Rent after imposition of such taxes as would have been payable prior to the 
imposition of such taxes.
8.	LATE PAYMENTS
8.1.	If Tenant fails to pay to Landlord any Rent owing to Landlord 
pursuant to the terms of this Lease within five (5) business days after the 
same is due, said late payment shall bear interest at the Agreed Rate as 
herein provided and, in addition:
8.1.1.	For each such late payment that is not paid within five 
(5) business days after the date the same was due, Tenant shall pay to 
Landlord a service charge equal to six percent (6%) of the overdue amount. 
Tenant acknowledges and agrees that such late payment by Tenant will cause 
Landlord to incur costs and expenses not contemplated by this Lease, the 
exact amounts of which will be extremely difficult to ascertain, and that 
such service charge represents a fair estimate of the costs and expenses 
which Landlord would incur by reason of Tenant's late payment. Tenant 
further agrees that such service charge shall neither constitute a waiver 
of Tenant's default with respect to such overdue amount nor prevent 
Landlord from exercising any other right or remedy available to Landlord; 
and
8.1.2.	Following any three (3) consecutive late payments of 
Rent, Landlord may, upon notice to Tenant, 
8.1.2.1.  Require that, beginning with the first payment of 
Rent due following the date the third (3rd) late payment was due and 
continuing for two (2) years after the date of the last such late payment, 
Rent shall no longer be paid in monthly installments but shall be payable 
three (3) months in advance and, in addition or in the alternative at 
Landlord's election,
8.1.2.2.  After the fifth (5th) Lease Year only, require 
that Tenant increase the amount of any Security Deposit required herein by 
one hundred percent (100%), which additional Security Deposit shall be 
retained by Landlord, and which may be applied by Landlord, in the manner 
provided herein with respect to any Security Deposit required herein.
9.	SECURITY DEPOSIT; LETTER OF CREDIT
9.1.	Concurrently with Tenant's execution of this Lease, Tenant shall 
deposit with Landlord a "Security Deposit" in the amount set forth in 
Section 1.8 hereof, which shall be held by Landlord as security for the 
faithful performance by Tenant of all of the terms, covenants, and 
conditions of this Lease, it being expressly understood and agreed that the 
Security Deposit is neither an advance Rent deposit nor a measure of 
Landlord's damages in case of Tenant's default.  The Security Deposit may 
be retained, used or applied by Landlord to remedy any default by Tenant. 
If any portion of the Security Deposit is so used or applied, Tenant shall, 
within thirty (30) days after written demand therefore, deposit cash with 
Landlord in an amount sufficient to restore the Security Deposit to the 
full amount required hereunder. Landlord agrees that, in connection with 
any voluntary sale of the Building, Landlord shall transfer or credit the 
amount of the Security Deposit to the purchaser.  Landlord shall not be 
required to keep the Security Deposit separate from its general funds, and 
Tenant shall not be entitled to interest on such Security Deposit. Tenant 
may not elect to use any portion of the Security Deposit as a Rental 
payment although Landlord may elect to do so in the event Tenant is in 
default hereunder or is insolvent. If Tenant shall fully and faithfully 
perform every provision of this Lease to be performed by it, the Security 
Deposit or any balance thereof shall be returned to Tenant at Tenant's last 
known address (or, at Landlord's option, to the last assignee of Tenant's 
interest hereunder) within thirty (30) days after the Term has ended and 
the Premises have been vacated by Tenant in the manner required by this 
Lease.  Tenant hereby waives the provisions of Section 1950.7 of the 
California Civil Code, or any successor statute.
9.2	Letter of Credit.  In addition to depositing with Landlord the 
Security Deposit, Tenant shall deliver to Landlord concurrent with Tenant's 
execution of the Lease, an unconditional, clean, irrevocable letter of 
credit (the "L-C") in the initial amount of $2,441,349.41, which L-C shall 
be issued by a money-center bank (a bank which accepts deposits, maintains 
accounts, has a local Los Angeles office which will negotiate a letter of 
credit, and whose deposits are insured by the FDIC) reasonably acceptable 
to Landlord, and which L-C shall be in

a form and content as set forth in Exhibit H, attached hereto.  Tenant 
shall pay all expenses, points and/or fees incurred by Tenant in obtaining 
the L-C.
9.2.1	Application of the L-C.  The L-C shall be held by 
Landlord as security for the faithful performance by Tenant of all the 
terms, covenants, and conditions of the Lease to be kept and performed by 
Tenant during the Lease Term.  The L-C shall not be mortgaged, assigned or 
encumbered in any manner whatsoever by Tenant without the prior written 
consent of Landlord.  If Tenant fails to pay any amounts due pursuant to 
the terms of the Lease, including, but not limited to, the provisions 
relating to the payment of Rent, or if Tenant fails to renew the L-C at 
least thirty (30) days before its expiration, Landlord may, but shall not 
be required to, draw upon all or any portion of the L-C for payment of any 
Rent or any other sum in default, or for the payment of any amount that 
Landlord may reasonably spend or may become obligated to spend by reason of 
Tenant's default, in one or more separate draws against the L-C, as may be 
required.  The use, application or retention of the L-C, or any portion 
thereof, by Landlord shall not prevent Landlord from exercising any other 
right or remedy provided by the Lease (including, but not limited to, 
Landlord's right to apply the Security Deposit, above, in the event of 
Tenant's default with respect to the payment of Rent or any other sum due 
and owing pursuant to the terms of the Lease) or by law, it being intended 
that Landlord shall not first be required to proceed against the L-C and 
shall not operate as a limitation on any recovery to which Landlord may 
otherwise be entitled.  If any portion of the L-C is drawn upon and applied 
by Landlord, Tenant shall, within five (5) days after written demand 
therefor reinstate the L-C to the amount then required under the Lease.  
Tenant acknowledges that Landlord has the right to transfer or mortgage its 
interest in the Building and in the Lease and Tenant agrees that in the 
event of any such transfer or mortgage, Landlord shall have the right to 
transfer or assign the L-C to the transferee or mortgagee, and in the event 
of such transfer, if the L-C has been assigned, Tenant shall look solely to 
such transferee or mortgagee for the return of the L-C.  If Tenant has not 
been in default under the Lease, the amount of the L-C shall, on the first 
day of each of the fourth, fifth and sixth Lease Years be reduced by an 
amount equal to one-third of the original amount of the L-C (the "L-C 
Reduction").  Notwithstanding the foregoing, in the event that during the 
third, fourth or fifth Lease Years, Tenant's "Market Capitalization" falls 
below $250,000,000 for any period of ninety (90) consecutive days, or if 
the stock of Tenant is no longer listed for sale on a public stock 
exchange, the amount of the L-C Reduction shall be adjusted retroactively 
to reflect reductions in the L-C as of the first day of the fourth, fifth, 
sixth, seventh and eighth Lease Years in an amount equal to one-fifth of 
the original amount of the L-C.  For purposes of this Section 9.2.1, 
"Market Capitalization" shall mean the product of (i) the total number of 
shares of Tenant's stock outstanding, and (ii) the current price per share 
of such stock.  In connection with such retroactive adjustment to the L-C, 
Tenant shall increase the then-current amount of the L-C as required by the 
terms of this Section 9.2.1.  Additionally, the L-C shall be subject to 
increase as reasonably required by Landlord in connection with any lease by 
Tenant of any "First Offer Space" as that term is defined in Section 40, 
below.  Upon the expiration or earlier termination of this Lease, or, as of 
such earlier date that the amount of the L-C reduces to zero pursuant to 
the terms of this Section 9.2.1, if Landlord continues to hold the L-C, 
Landlord shall return the same to Tenant upon the cure by Tenant of any 
then outstanding defaults under the Lease.   
10.	SIGNS
10.1	Prohibited Signage.  Tenant shall not place or permit to be 
placed in or upon the Premises, where visible from outside the Premises, or 
outside the Premises on any part of the Building or Project, any signs, 
notices, drapes, shutters, blinds, or displays of any type, without the 
prior written consent of Landlord, which may be withheld in Landlord's 
reasonable discretion.  Subject to the terms of Sections 10.4 and 10.5, 
below, Landlord reserves the right in its sole discretion to place and 
locate on the roof or exterior of the Building, and in any area of the 
Project not leased to Tenant, any signs, notices, displays and similar 
items as Landlord deems appropriate.
10.2	Full Floors.  Subject to Landlord's reasonable prior written 
approval, and provided all signs are in keeping with the quality, design 
and style of the Building and Project, if the Premises comprise an entire 
floor of the Building, the Tenant named in this Lease may, at its sole cost 
and expense, install identification signage anywhere in the Premises 
including in the elevator lobby of the Premises, provided that (i) such 
signs must not be visible from the exterior of the Building, and (ii) prior 
to the expiration or earlier termination of this Lease, Tenant shall, at 
its sole cost and expense, remove such identification signage and repair 
any damage to the Premises or Building caused by such removal.
10.3	Multi-Tenant Floors.  If Tenant does not occupy all of the space 
on a floor on which the Premises is located, Tenant's identifying signage 
shall be provided by Landlord, at Tenant's cost, and such signage shall be 
comparable to that used by Landlord for other similar floors in the 
Building and shall comply with Landlord's Building standard signage 
program.
10.4	Monument Signage.  Tenant shall have the right, at Tenant's sole 
cost and expense, to install a monument adjacent to Ocean Park Boulevard 
and shall have the exclusive right to place a sign (the "Tenant Sign") on 
such monument; provided that (i) the size, location, materials and design 
of the monument and the Tenant Sign shall be subject to Landlord's 
approval, which shall not be unreasonably withheld; (ii) the monument and 
the Tenant Sign shall comply with all applicable governmental rules and 
regulations and Tenant has obtained all necessary permits and approval from 
the city of Santa Monica therefor; (iii) the right to such monument and 
Tenant Sign may be transferred by Tenant only in connection with an 
assignment of this Lease or a subletting of all of the Premises for 
substantially all of the remainder of the Term to an entity approved by 
Landlord pursuant to the terms of Article 28, below; and (iv) Tenant's 
continuing right to such monument sign shall be contingent on Tenant's (or 
a permitted assignee's or subtenant's) actually occupying at least one full 
floor (not including the basement) of the Building.  Tenant acknowledges 
that Landlord retains the right to install additional monument

signs for the Building.  As of the end of the Term, or as of the expiration 
of Tenant's rights to maintain the Tenant Sign, as set forth in this 
Section 10.4, Tenant shall, at Tenant's sole cost and expense, remove the 
Tenant Sign and/or the monument, as directed by Landlord, and repair any 
damage to the Project resulting from the installation or removal of the 
same.  Notwithstanding the foregoing, in no event shall Tenant or any 
permitted assignee or subtenant have the right to install a Tenant Sign 
which contains any word or name which relates to an entity which is of a 
character or reputation, or is associated with a political orientation or 
faction, which is inconsistent with the quality of the Project, or which 
would otherwise reasonably offend a landlord of a building or project 
comparable to the Building or Project in the vicinity of the Project.  
Landlord agrees that (a) Landlord shall not install, except in connection 
with signage for the existing retail buildings located along Ocean Park 
Boulevard, or any replacement of such buildings, more than two (2) 
additional monument signs in the "Frontage Area" along Ocean Park 
Boulevard, as such term is defined in Section 39.28.1, below, and (b) any 
individual sign on any such additional monument sign shall not be larger 
than the Tenant Sign.
10.5	Building Signage.  During the Term, Tenant shall have the right 
to install, at Tenant's sole cost and expense, signage (the "Building 
Signage") on the entrance canopy constructed as a part of the "Facade 
Modification," as that term is defined in Section 2.1 of the Tenant Work 
letter.  Tenant agrees that (i) the size, location, material and design of 
the Building Signage shall be subject to Landlord's approval, which 
approval shall not be unreasonably withheld; (ii) the Building Signage 
shall comply with all applicable governmental rules and regulations; (iii) 
the right to the Building Signage shall be personal to Original Tenant and 
may not be transferred; provided that in connection with an assignment of 
this Lease or a subletting of all of the Premises for substantially all of 
the remainder of the Term to an entity approved by Landlord pursuant to the 
terms of Article 28, below, at Landlord's election, Landlord shall either 
allow Tenant to transfer to such assignee or subtenant the rights to the 
Building Signage or will allow such assignee or subtenant to have a sign on 
the "Building Monument," as that term is defined in Section 10.6, below; 
and (iv) Tenant's continuing right to the Building Signage (and any 
assignee's or subtenant's right to Building Signage or a name on the 
Building Monument) shall be contingent on Tenant (or such assignee or 
subtenant) actually occupying at least one full floor (not including the 
basement) of the Building.  Tenant's right to install the Building Signage 
shall be an exclusive right to install tenant identification signage on the 
exterior of the Building.  Notwithstanding the foregoing, in no event shall 
Tenant or any permitted assignee or subtenant have the right to install 
Building Signage, or a name on the Building Monument, which contains any 
word or name which relates to an entity which is of a character to 
reputation, or is associated with a political orientation or faction, which 
is inconsistent with the quality of the Project, or which would otherwise 
reasonably offend a landlord of a building or project comparable to the 
building or project in the vicinity of the Project.  As of the end of the 
Term, or the expiration of Tenant's right to the Building Signage as set 
forth in this Section 10.5, Tenant shall, at Tenant's sole cost and 
expense, remove the Building Signage and repair any damage to the Building 
resulting from the installation or removal of the same.
10.6	Existing Building Monument.  Tenant agrees that Tenant shall have 
no right to install any signage on the monument sign currently existing at 
the entrance to the Building, nor on any replacement monument sign that 
Landlord may install at such location (the "Building Monument").  Landlord 
agrees that any such replacement monument shall not be larger than the 
existing monument.
11.	USE
11.1	The Premises shall be used and occupied by Tenant for general 
office purposes and other legally permitted uses consistent with the uses 
of tenants in other office buildings in the Project and for no other 
purpose without the prior written consent of Landlord, which Landlord may 
withhold in its sole discretion. Tenant acknowledges that, except as 
otherwise expressly set forth in this Lease, neither Landlord nor any agent 
of Landlord has made any representation or warranty with respect to the 
Premises, the Building, or the Project, with respect to the suitability 
thereof for the conduct of Tenant's business. Tenant shall not do or permit 
anything to be done in or about the Premises nor bring or keep anything 
therein which will in any way increase the existing rate of or affect or 
cause a cancellation of any fire or other insurance covering the Building, 
Common Area, or the Premises or any of its contents, nor shall Tenant sell 
or permit to be kept, used or sold in or about the Premises any article 
which may be prohibited by a standard form policy of insurance. Tenant 
shall promptly upon demand reimburse Landlord for any additional premium 
charged for any such insurance by reason of Tenant's failure to comply with 
the provisions of this Article 11. Tenant agrees that it will use the 
Premises in such manner as not to interfere with the rights of other 
tenants of the Building or Common Area. Tenant shall neither use nor allow 
the Premises, Building or Common Area to be used for any unlawful or 
objectionable purpose, nor cause, maintain or permit any nuisance or waste 
in, on or about any portion of the Project. Tenant will not place a load 
upon any floor exceeding the floor load which such floor was designed to 
carry, and Landlord reserves the right to prescribe the location of any 
safe or other heavy equipment in the Premises.  The Building floor loads 
shall materially comply with the floor load specifications set forth on 
Exhibit J attached hereto.  Tenant shall comply with all recorded 
covenants, conditions and restrictions now or hereafter affecting the 
Project.  Landlord covenants that, as of the date hereof, Tenant's 
currently contemplated use of the Premises will not violate any existing 
recorded covenants, conditions and restrictions affecting the Project. 
12.	SERVICE AND UTILITIES
12.1.	Landlord's Obligations.  Landlord shall as a part of 
Expenses make available to the Premises from 9:00 am to 8:00 p.m. Monday 
through Friday, excluding nationally recognized standard holidays (the 
"Business Hours", which Business Hours may, at the request of any other 
tenant occupying at least 10,000 square feet in the Building, be changed to 
be 8:00 am to 7:00 p.m.), elevator service (which shall be available 
twenty-four (24) hours), up to seven (7) kilowatt/hours of electric current 
per usable square foot of the Premises, and water for lavatory and drinking 
purposes. "Building Standard" fixtures, equipment and items are those which 
Landlord typically requires Building tenants to install in the Building 
from time to time.  Landlord shall as a part of Expenses replace Building 
Standard light bulbs, tubes and ballasts which need replacing due to normal 
use. Landlord shall also as a part of Expenses maintain and keep lighted 
the common stairs, entries and toilet rooms in the Building and shall 
provide trash removal, janitorial service and window washing in accordance 
with the specifications attached hereto as Exhibit K.  Landlord shall not 
be in default hereunder or liable for any damages directly or indirectly 
resulting from (i) the installation, use or interruption of use of any 
equipment in connection with the furnishing of any of the foregoing 
utilities and services, (ii) failure to furnish, or delay in furnishing, 
any such utilities or services when such failure or delay is caused by acts 
of God, acts of government, labor disturbances of any kind, or other 
conditions beyond the reasonable control of Landlord, or by the making of 
repairs or improvements to the Premises or any part of the Project, or 
(iii) governmental limitation, curtailment, rationing or restriction on use 
of water, electricity or any other service or utility whatsoever serving 
the Premises, Building or Common Area; and such installations, uses, 
interruptions, failures, delays, or diminution shall never be deemed to 
constitute an eviction or disturbance of Tenant's use and possession of the 
Premises or relieve Tenant from paying Rent or performing any of its 
obligations under this Lease.  Furthermore, Landlord shall not be liable 
under any circumstances for a loss of, or injury to, property or for injury 
to, or interference with, Tenant's business, including, without limitation, 
loss of profits, however occurring, through or in connection with or 
incidental to a failure to furnish any of the services or utilities as set 
forth in this Article 12. Landlord shall be entitled to cooperate with the 
energy conservation efforts of governmental agencies or utility suppliers. 
The failure of Landlord to provide such services if consistent with the 
foregoing shall not constitute a constructive or other eviction of Tenant.
12.2.	HVAC. 
12.2.1	HVAC Service During Business Hours.  Landlord shall, as 
part of Expenses, make available to the Premises during Business Hours air 
conditioning, heating and ventilation ("HVAC") as may be required for the 
comfortable use of the Premises, and agrees that the Building System 
providing such heating, ventilation and air-conditioning (the "Building 
HVAC System") is designed to perform to the specifications attached hereto 
as Exhibit J. 
12.2.2	HVAC Service During Non-Business Hours.  During 
non-Business Hours, Landlord shall not be obligated to furnish HVAC to the 
Premises as a part of Expenses. If Tenant requires HVAC during non-Business 
Hours (the "After-Hours HVAC") Tenant shall give Landlord at least 
twenty-four (24) hours prior notice, or such shorter notice as made 
possible by the "HVAC Upgrade," as that term is defined in Section 12.2.3, 
below, of such requirement or shall follow such other procedure for 
activating the building energy management system as Landlord may advise 
Tenant (provided that Landlord shall use reasonable efforts to provide such 
service on notice given prior to 3:00 p.m. of the business day immediately 
prior to the period such after-hours use is required), and Tenant shall pay 
to Landlord for such extra service, Landlord's reasonably estimated actual 
costs (including Landlord's administrative costs, reasonable wear and tear, 
labor costs and depreciation, but not including depreciation on the HVAC 
Upgrade) of providing such extra service (the "After-Hours Charges"). All 
payment required for After-Hours Charges shall be deemed to be Additional 
Rent.  Prior to the completion of the HVAC Upgrade, Landlord and Tenant 
acknowledge that the HVAC System for the Building is separated into four 
(4) vertical zones, with an additional zone for the basement.  Landlord 
agrees that prior to the HVAC Upgrade the After-Hours Charges shall be 
equal to $45.00 per hour for the first zone activated by Tenant, and $20.00 
per hour for each of the three (3) additional zones, and $50.00 per hour 
for the basement.
12.2.3	Building HVAC System Upgrade.  Landlord agrees that, 
prior to the Lease Commencement Date, Landlord shall upgrade the existing 
Building HVAC System according to plans and specifications developed by 
Landlord and approved by Tenant (the "HVAC Upgrade"), which approval shall 
not be unreasonably withheld or delayed.  Landlord and Tenant agree that 
the HVAC Upgrade shall consist of the installation of an energy management 
system intended to reduce After-Hours Charges by increasing the number of 
controllable zones and thereby allowing more efficient usage of the HVAC 
system, and to provide Tenant with an expedited means to activate the 
After-Hours HVAC.  Tenant agrees that the total cost of the HVAC Upgrade 
shall not exceed $200,000.00.  Tenant agrees that Tenant shall reimburse 
Landlord Tenant's Share of Landlord's costs incurred in connection with 
HVAC Upgrade (the "Upgrade Costs"), on an amortized basis, using a  
straight-line, monthly amortization, without interest, as set forth in 
Section 4.4, above.  Following the completion of the HVAC Upgrade, Landlord 
agrees that the After-Hours Charges shall not increase, on a per square 
foot basis, over the amounts charged prior to the HVAC Upgrade, unless the 
amount of electricity used by the HVAC System is increased on a per square 
foot of coverage basis as a result of the HVAC Upgrade.
12.3.	Tenant's Obligations. Tenant shall be responsible for 
supplying telephone and other services not expressly provided by Landlord 
pursuant to the terms of this Lease.  In connection therewith, Tenant and 
shall pay, prior to delinquency, for all telephone charges and all other 
materials and services not expressly required to be paid by Landlord, which 
may be furnished to or used in, on or about the Premises during the term of 
this Lease. Tenant shall also pay, as Additional Rent, all charges and fees 
required to be paid by Tenant by the Rules and Regulations described in 
Article 36 of this Lease.
12.4.	Excess Utility Usage.  Tenant will not without the prior 
written consent of Landlord use any apparatus or device in the Premises, 
including (without limitation) electronic data processing machines, punch 
card machines, and telephone switchgear, which will materially increase the 
amount of cooling or ventilation or electricity or water usually furnished 
or supplied for use of the Premises as general office space; nor shall 
Tenant connect with electric current (except through existing electrical 
outlets in the Premises) or water pipes, any apparatus or device for the 
purpose of using electrical current or water.  If Tenant uses electricity 
for lighting and incidental uses at a rate in excess of 6 kilowatt/hours 
per usable square foot of the Premises, as calculated on a monthly basis 
for the Business Hours (the "Excess Use"), the cost to Landlord of any such 
Excess Use of utility service by Tenant shall be paid by Tenant based on 
Landlord's reasonable estimates and costs. If Tenant requires or uses 
ventilation, cooling, water or electric current or any other resource in 
excess of that usually furnished or supplied for use of the Premises as 
general office space, Landlord may cause a special meter or other measuring 
device to be installed in or about the Premises to measure the amount of 
water, electric current or other resource consumed by Tenant. The cost of 
any such meter, and of the installation, maintenance and repair thereof, 
shall be paid for by Tenant, and Tenant agrees to pay Landlord promptly 
upon demand for all such excess water, electric current or other resource 
consumed, as shown by said meter, at the rates charged by the local public 
utility or other supplier furnishing the same, plus any additional expense 
incurred by Landlord in keeping account of the foregoing and administering 
same. If any lights, machines or equipment (including but not limited to 
computers) which result in Excess Use are used by Tenant in the Premises 
and the same materially affect the temperature otherwise maintained by the 
heating, ventilation or air conditioning system, or generate substantially 
more heat in the Premises than would be generated if there were no Excess 
Use, Landlord shall have the right to install any machinery and equipment 
which Landlord reasonably deems necessary to restore the temperature 
balance in any affected part of the Building, including but not limited to 
modifications to the Building Standard air conditioning equipment, and the 
reasonable cost thereof including the reasonable cost of installation and 
any additional cost of operation and maintenance occasioned thereby shall 
be paid by Tenant to Landlord upon demand. Any sums payable under this 
Section 12.4 shall be considered Additional Rent, and Landlord shall have 
the same remedies for a default in payment of such sum as for a default in 
the payment of Rent.
12.5	Special Systems.  Subject to Landlord's approval as set forth in 
Article 15, below, Tenant, at its sole expense, may install self-contained 
HVAC units in the Premises, including, without limitation, for the purpose 
of servicing the Premises during hours other than the hours of the Building 
(the "Special Systems").  In connection with such Special Systems, Landlord 
may install, at Tenant's expense, a meter to measure Tenant's use of 
electricity and Tenant shall reimburse Landlord directly for Landlord's 
cost thereof.  The Special Systems shall remain the personal property of 
Tenant during the Lease Term, and  Tenant shall remove the Special Systems 
as of the termination or expiration of this Lease, and shall repair any 
damage to the Building or Premises caused by such removal.
12.6	Building Access Control.  Landlord shall maintain, twenty-four 
(24) hours per day, seven (7) days per week, throughout the Term, access 
control procedures and systems to the Building and Project, with such 
alterations and improvements as are necessary or desirable in Landlord's 
reasonable judgment, in a manner consistent with such procedures and 
systems in comparable office buildings and projects in the vicinity of the 
Project.  Tenant may, at its own expense, install its own security system 
("Tenant's Security System") in the Premises; provided, however, that 
Tenant shall coordinate the installation and operation of Tenant's Security 
System with Landlord to assure that Tenant's Security System is compatible 
with Landlord's security system and the Systems and Equipment.  Tenant 
shall be solely responsible for monitoring and operating Tenant's Security 
System.
12.7	Abatement of Rent.  In the event that Tenant is prevented from 
using, and does not use, the Premises or any portion thereof, as a result 
of (i) any repair, maintenance or alteration performed by Landlord, or 
which Landlord failed to perform, after the Commencement Date and required 
by the Lease, which substantially interferes with Tenant's use of the 
Premises, or (ii) any failure to provide services, utilities or access to 
the Premises (either such set of circumstances as set forth in items (i) or 
(ii), above, to be known as an "Abatement Event"), then Tenant shall give 
Landlord notice (the "Abatement Notice") of such Abatement Event, and if 
such Abatement Event continues for five (5) consecutive business days after 
Landlord's  receipt of any such notice, or occurs on thirty (30) non-
consecutive days in any 12-month period (provided Landlord received notice 
of each such non-consecutive Abatement Event) (the "Eligibility Period"), 
then the Basic Rent shall be abated or reduced, as the case may be (at the 
rate applicable to the portion of the Premises affected), retroactive to 
the date of Landlord's receipt of the Abatement Notice (or in the case of a 
non-consecutive Abatement Event, for each subsequent occurrence of an 
Abatement Event following the expiration of the Eligibility Period) for 
such time that Tenant continues to be so prevented from using, and does not 
use, the Premises or a portion thereof, in the proportion that the rentable 
area of the portion of the Premises that Tenant is prevented from using, 
and does not use, bears to the total rentable area of the Premises; 
provided, however, in the event that Tenant is prevented from using, and 
does not use, a portion of the Premises for a period of time in excess of 
the Eligibility Period and the remaining portion of the Premises is not 
sufficient to allow Tenant to effectively conduct its business therein, and 
if Tenant does not conduct its business from such remaining portion, then 
for such time after expiration of the Eligibility Period during which 
Tenant is so prevented from effectively conducting its business therein, 
the Basic Rent for the entire Premises shall be abated for such time as 
Tenant continues to be so prevented from using, and does not use, the 
Premises.  If, however, Tenant reoccupies any portion of the Premises 
during such period, the rent allocable to such reoccupied portion (at the 
rate applicable to such portion of the Premises), based on the proportion 
that the rentable area of such reoccupied portion of the Premises bears to 
the total rentable area of the Premises, shall be payable by Tenant from 
the date Tenant reoccupies such portion of the Premises.  Such right to 
abate Basic Rent shall be Tenant's sole and exclusive rental abatement 
remedy at law or in equity for an Abatement Event.  Notwithstanding the 
foregoing, if, as a result of an Abatement Event, Tenant is prevented from 
using and does not use the Premises for a period of one (1) year, Tenant 
shall have the right to terminate this Lease upon the delivery to Landlord 
of written notice thirty (30) days prior to such termination (which notice 
may be given prior to the expiration of the one (1) year period).  Except 
as provided in this Section 19.5.2, nothing contained herein shall be 
interpreted to mean that Tenant is excused from paying Rent due hereunder.
13.	ENTRY BY LANDLORD
13.1	Landlord and its authorized representatives shall have the right 
to enter the Premises at all reasonable times and upon reasonable advance 
notice to Tenant (except in the event of an emergency) (i) to determine 
whether the Premises are in good condition and whether Tenant is complying 
with its obligations under this Lease, (ii) to maintain or to make any 
repair or restoration to the Building, (iii) to install any meters or other 
equipment which Landlord may have the right to install, (iv) to serve, 
post, or keep posted any notices required or allowed under the provisions 
of this Lease, (v) to post "for rent" or "for lease" signs during the last 
three (3) months of the term or during any period while Tenant is in 
default, (vi) to show the Premises to prospective brokers, agents, buyers, 
tenants, or persons interested in an exchange, (vii) to shore the 
foundations, footings, and walls of the Building and to erect temporary 
scaffolding and protective barricades around and about the Building or the 
Premises for safety purposes, but not so as to prevent entry into the 
Premises, and (viii) to do any other act or thing necessary for the safety 
or preservation of the Premises or the Building. Landlord shall have the 
right at all times to have and retain a key with which to unlock all doors 
in, upon and about the Premises excluding Tenant's vaults and safes, and 
Landlord shall have the right to use any and all means which Landlord may 
deem proper to gain entry in an emergency, and any entry to the Premises 
obtained by Landlord in accordance with the foregoing shall not be 
construed or deemed to be a forcible or unlawful entry into, or a detainer 
of, the Premises, or an eviction of Tenant from the Premises or any portion 
thereof; provided, however, except for (i) emergencies, (ii) repairs, 
alterations, improvements or additions required by governmental or quasi-
governmental authorities or court order or decree, or (iii) repairs which 
are the obligation of Tenant hereunder and have not been completed by 
Tenant, any such entry into the Premises by Landlord shall be performed in 
a manner so as not to materially interfere with Tenant's use of, or access 
to, the Premises.  Tenant hereby waives any claim for damages for any 
injury or inconvenience to or interference with Tenant's business and any 
loss of occupancy or quiet enjoyment of the Premises by reason of 
Landlord's exercise of its rights of entry in accordance with this 
Article 13, except with respect to property damage caused by Landlord's 
negligence or wilful misconduct, and, except as set forth in Section 12.7, 
above, Tenant shall not be entitled to an abatement or reduction of Rent in 
connection therewith.
14.	MAINTENANCE AND REPAIR; COMPLIANCE WITH LAW
14.1	Maintenance and Repair.
14.1.1.	Landlord shall maintain and repair the "Base Building," 
as that term is defined in Section 1 of the Tenant Work Letter in good 
order and repair.  Tenant shall, at its sole cost and expense, except for 
janitorial services furnished by Landlord pursuant to Article 12 hereof, 
maintain the Premises including all improvements, fixtures and furnishings 
therein in good order, condition and repair.
14.1.2.	In connection with Tenant surrendering possession of 
the Premises at the end of the Term, Tenant agrees to repair any damage 
caused by or in connection with the removal of any article of personal 
property, business or trade fixtures, machinery, equipment, cabinetwork, 
furniture, movable partitions or permanent improvements or additions, 
including without limitation thereto, repairing the floor and patching and 
painting the walls where required by Landlord to Landlord's reasonable 
satisfaction, all at Tenant's sole cost and expense. Tenant shall 
indemnify, defend and hold Landlord harmless against any loss, liability, 
cost or expense (including reasonable attorney's fees) resulting from delay 
by Tenant in so surrendering the Premises. Tenant's obligation hereunder 
shall survive the expiration or termination of this Lease.
14.1.3.	If Tenant fails to maintain the Premises in good order, 
condition and repair, Landlord may give Tenant notice to do such acts as 
are reasonably required to so maintain the Premises. If Tenant thereafter 
fails to promptly commence such work and diligently prosecute it to 
completion, then Landlord shall have the right to do such acts and expend 
such funds at the expense of Tenant as are reasonably required to perform 
such work. Any amount so expended by Landlord (together with a charge for 
Landlord's administration and overhead equal to five percent (5%) thereof) 
shall be paid by Tenant promptly after demand, with interest at the Agreed 
Rate from the date of such demand. Landlord shall have no liability to 
Tenant for any inconvenience or interference with the use of the Premises 
by Tenant as a result of performing any such work.
14.2.	Compliance with Law.  Tenant shall not do anything or suffer 
anything to be done in or about the Premises or the Project which will in 
any way conflict with any law, statute, ordinance or other governmental 
rule, regulation or requirement or the requirement of any board of fire 
insurance underwriters now in force or which may hereafter be enacted or 
promulgated.  At its sole cost and expense, Tenant shall promptly comply 
with all such governmental measures relating to the improvements in the 
Premises, and to the extent caused by Tenant's use or improvement of the 
Premises, to the Base Building.  Except as set forth above, Landlord shall 
comply with such measures to the extent they relate to the Base Building, 
and the cost of such compliance shall be included in Operating Costs to the 
extent allowed under Section 6.2.2.1, above.  The judgment of any court of 
competent jurisdiction or the admission of Tenant in any judicial action, 
regardless of whether Landlord is a party thereto, that Tenant has violated 
any of said governmental measures, shall be conclusive of that fact as 
between Landlord and Tenant.
15.	ALTERATIONS AND ADDITIONS
15.1.	Landlord's Consent to Alterations. Tenant may make 
alterations, additions or improvements (collectively, "Alterations") which 
do not adversely affect the Systems and Equipment, exterior appearance of 
the Building, or structural aspects of the Building and which do not have a 
total cost in excess of $20,000.00, by providing Landlord with notice not 
less than ten (10) days prior to the commencement thereof.  Tenant may not 
make any other Alterations to the Premises or any part thereof without 
Landlord's prior written consent, which consent shall not be unreasonably 
withheld, provided that Landlord may withhold its consent in its sole and 
absolute discretion to any Alteration which (i) affects the exterior 
appearance of the Premises or the Building or any common portion of the 
Building or any portion of the Common Area, (ii) adversely affects the 
electrical, mechanical, plumbing or other systems in the Building (the 
"Systems and Equipment"), or (iii) causes a material reduction in the 
overall value of the improvements located in the Premises to a value which 
is less than the value of standard office improvements in the Project.  Any 
Alterations consented to by Landlord may, at Landlord's option, be made by 
Landlord for Tenant's account (provided that Landlord agrees to 
competitively bid any such work) and Tenant shall reimburse Landlord for 
the cost thereof within thirty (30) days after an invoice therefor is 
submitted to Tenant, and, in such event, in connection with any Alterations 
the total cost of which exceeds $75,000.00, Tenant shall also pay to 
Landlord a charge for Landlord's administration and management thereof 
equal to five percent (5%) of the cost incurred.  Tenant's initial 
construction in the Premises shall be done in accordance with the terms of 
the Tenant Work Letter, and not this Article 15. 
15.2	Manner of Construction; Removal of Alterations.  Landlord may 
impose as a condition to such consent such requirements as Landlord may 
deem necessary in its reasonable discretion, including without limitation 
the requirement that, if reasonable under the circumstances, Landlord be 
furnished with working drawings before work commences and that a bond be 
furnished, and requirements relating to the manner in which the work is 
done, the contractor by whom it is performed, and the times during which it 
is accomplished.  However, so long as the originally named Tenant hereunder 
("Original Tenant") occupies at least fifty percent (50%) of the Premises 
and provided Original Tenant's financial condition is not then materially 
worse than its financial condition as of the date of execution of this 
Lease, no bond shall be required for alterations to be made by or for 
Tenant which will cost less than $75,000.00.  Prior to the expiration or 
earlier termination of the Lease, unless otherwise agreed to by Landlord in 
writing, Tenant shall remove at its expense any such Alterations (not 
including strictly cosmetic Alterations which did not require Landlord's 
consent to be installed by Tenant), and restore the Premises to their 
original condition.  Upon Tenant's written request made in connection with 
Tenant's request for approval of any Alterations, Landlord shall inform 
Tenant whether Landlord will allow Tenant not to remove the same as of the 
expiration or earlier termination of this Lease.  Any damage done to the 
Premises in connection with any such removal shall be repaired at Tenant's 
sole cost and expense. Landlord may, in connection with any such removal 
which reasonably might involve damaging the Premises, require that such 
removal be performed by a bonded contractor or other person for which a 
bond satisfactory to Landlord has been furnished covering the cost of 
repairing the anticipated damage. Unless so removed, all such Alterations 
shall at the expiration or earlier termination of the Lease become the 
property of Landlord and remain upon the Premises.  In the event that any 
Alterations performed by Tenant require any modification, improvement or 
alteration to any portion of the core of the Building originally 
constructed by Landlord as part of the Building, but not for any particular 
tenant of the Building (the "Base Building"), in order to comply with the 
requirements of applicable governmental authorities, Tenant shall 
immediately reimburse Landlord for all costs incurred by Landlord in 
connection therewith.  All such Alterations must be done in a good and 
workmanlike manner and diligently prosecuted to completion so that the 
Premises shall at all times be a complete unit except during the period of 
work. Such Alterations shall only be constructed by a contractor which is 
bondable and which shall use union employees only, except that such 
contractor may use non-union employees only if prior to the commencement of 
any work Tenant obtains Landlord's written consent which Landlord may 
withhold unless it is adequately protected against any and all loss or 
damage that may result from labor problems or any work stoppage or 
interruption arising from the use of such non-union employees. Landlord 
agrees to use commercially reasonable efforts to allow Tenant's use of non-
union labor, if requested by Tenant.  Tenant shall deliver to Landlord upon 
commencement of such work, a copy of the building permit with respect 
thereto. Upon completion of such work (x) Tenant shall file for record in 
the office of the County Recorder where the Project is located a Notice of 
Completion, as required or permitted by law, and (y) Tenant shall deliver 
to Landlord a reproducible copy of the "as built" drawings relating to the 
Alterations. All such work shall be performed and done (a) using materials 
equaling or exceeding the quality of Building standard materials, 
(b) strictly in accordance with Landlord's construction rules and 
regulations, and all federal, state, county and municipal laws and 
ordinances relating thereto, and (c) so as not to obstruct the access to 
the premises of any other tenant in the Building or Project. It is 
expressly agreed that if any tax is imposed, or the amount of taxes on the 
Building or the Project is increased, by reason of any such Alterations, 
Tenant shall be solely responsible therefor under Article 7.
15.3	Construction Insurance.  In addition to the requirements of 
Article 17 of this Lease, in the event that Tenant makes any Alterations, 
prior to the commencement of such Alterations, Tenant shall provide 
Landlord with evidence that Tenant carries "Builder's All Risk" insurance 
in an amount approved by Landlord covering the construction of such 
Alterations, and such other insurance as Landlord may require, it being 
understood and agreed that (i) all of such Alterations shall be insured by 
Tenant pursuant to Article 17 of this Lease immediately upon completion 
thereof, and (ii)  none of such Alterations shall be insured by Landlord 
under the insurance Landlord may carry upon the Building, nor shall 
Landlord be required under any provision for reconstruction to reinstall 
any such Alterations. 
16.	INDEMNITY
16.1.	Indemnification by Tenant. Tenant shall indemnify, defend, 
protect and hold Landlord, its agents and employees, harmless from and 
against any and all claims, liability, loss, cost or expense (including 
reasonable attorneys' fees) arising out of or in connection with (i) any 
cause in the Premises or any part thereof, (ii) any acts, omissions or 
negligence of Tenant, its agents, contractors, employees or invitees in, on 
or about the Project, or (iii) any breach or default in the performance of 
any obligation on Tenant's part to be performed under this Lease, except as 
caused by Landlord's negligence or wilful misconduct, or Landlord's breach 
of the terms of this Lease. If any action or proceeding is brought against 
Landlord by reason of any such claim, upon notice from Landlord, Tenant 
shall defend the same at Tenant's expense by counsel reasonably 
satisfactory to Landlord. Tenant, as a material part of the consideration 
to Landlord, hereby assumes all risk of damage to property or injury to 
persons in, upon or about the Premises from any cause except landlord's 
negligence or wrongful acts, and Tenant hereby waives all claims with 
respect thereto against Landlord.  The foregoing provisions shall survive 
the termination of this Lease.
16.2.	Waiver. If the Premises, the Building, or the Common Area, 
or any part thereof, is damaged by fire or other cause against which Tenant 
is required to carry insurance pursuant to this Lease, Landlord shall not 
be liable to Tenant for any loss, cost or expense arising out of or in 
connection with such damage, except as caused by Landlord's negligence or 
wilful misconduct, or Landlord's breach of the terms of this Lease. Tenant 
hereby releases Landlord, its directors, officers, shareholders, partners, 
employees, agents and representatives, from any liability, claim or action 
arising out of or in connection with such damage. Furthermore, Tenant 
shall, pursuant to Article 17, maintain insurance against loss, injury, or 
damage which may be sustained by the person, goods, wares, merchandise or 
property of Tenant, its agents, contractors, employees, invitees or 
customers, or any other person in or about the Premises, caused by or 
resulting from fire, steam, electricity, gas, water, or rain, which may 
leak or flow from or into any part of the Premises or the Building, or from 
the breakage, leakage, obstruction or other defects of the pipes, 
sprinklers, wires, appliances, plumbing, air conditioning or lighting 
fixtures of the same, whether such damage or injury results from conditions 
arising within the Premises or other portions of the Building, or from 
other sources, and Landlord shall not be liable therefor, unless caused by 
Landlord's negligence or willful misconduct, and in that event only to the 
extent not covered by the insurance which Tenant is required to carry 
pursuant to this Lease. Landlord shall not be liable to Tenant for any 
damages arising out of or in connection with any act or omission of any 
other tenant in the Project or for losses due to theft or burglary or other 
wrongful acts of third parties.
17.	INSURANCE
17.1.	General. All insurance required to be carried by Tenant 
hereunder shall be issued by responsible insurance companies acceptable to 
Landlord and the holder of any deed of trust or mortgage secured by any 
portion of the Premises (hereinafter referred to as a "Mortgagee"). All 
policies of insurance provided for herein shall be issued by insurance 
companies with general policyholder's rating of not less than A and a 
financial rating of not less than Class X as rated in the most current 
available "Best Insurance Reports". Each policy shall name Landlord and at 
Landlord's request any Mortgagee and an agent of Landlord as an additional 
insured, as their respective interests may appear. Tenant shall deliver 
certificates of such insurance to Landlord, evidencing the existence and 
amounts of such insurance, at least ten (10) days prior to Tenant's 
occupancy in the Premises.  Failure to make such delivery shall constitute 
a material default by Tenant under this Lease.  All policies of insurance 
delivered to Landlord must contain a provision that the company writing 
said policy will give Landlord thirty (30) days prior written notice of any 
modification, cancellation or lapse or reduction in the amounts of 
insurance. All public liability, property damage and other casualty 
insurance policies shall be written as primary policies, not contributing 
with, and not in excess of coverage which Landlord may carry. Tenant shall 
furnish Landlord with renewals or "binders" of any such policy at least 
thirty (30) days prior to the expiration thereof. Tenant agrees that if 
Tenant does not procure and maintain such insurance, Landlord may (but 
shall not be required to) obtain such insurance on Tenant's behalf and 
charge Tenant the premiums therefor together with a twenty-five percent 
(25%) handling charge, payable upon demand. Tenant may carry such insurance 
under a blanket policy provided such blanket policy expressly affords the 
coverage required by this Lease by a Landlord's protective liability 
endorsement or otherwise and evidence thereof is furnished to Landlord as 
required above. Tenant shall carry and maintain during the entire Term, at 
Tenant's sole cost and expense, increased amounts of the insurance required 
to be carried by Tenant pursuant to this Article 17 and such other 
reasonable types of insurance coverage and in such reasonable amounts 
covering the Premises and Tenant's operations therein, as may be reasonably 
requested by Landlord, but in no event shall such increased amounts of 
insurance or such other reasonable types of insurance be in excess of that 
generally required by landlords of buildings comparable to and in the 
vicinity of the Building.
17.2.	Casualty Insurance. At all times during the term hereof, 
Tenant shall maintain in effect policies of casualty insurance covering (i) 
all improvements in, on or to the Premises (including any Building Standard 
furnishings, and any alterations, additions or improvements as may be made 
by Tenant), and (ii) trade fixtures, merchandise and other personal 
property from time to time in, on or upon the Premises. Such policies shall 
include coverage in an amount not less than one hundred percent (100%) of 
the actual replacement cost thereof from time to time during the term of 
this Lease. Such policies shall provide protection against any peril 
included within the classification "Fire and Extended Coverage", against 
vandalism and malicious mischief, theft, sprinkler leakage, earthquake 
sprinkler leakage, and against flood damage (and including cost of 
demolition and debris removal). Replacement cost for purposes hereof shall 
be determined by an accredited appraiser selected by Landlord or otherwise 
by mutual agreement. The proceeds of such insurance shall be used for the 
repair or replacement of the property so insured.  Upon termination of this 
Lease following a casualty as set forth in Article 18, the proceeds under 
item (ii), above, shall be paid to Tenant.  Additionally, upon such 
termination, the proceeds under  item (i), above, shall be divided between 
Landlord and Tenant based upon their proportionate contributions to the 
cost of the initial improvements to the Premises, provided that (a) in no 
event shall Landlord be paid less than the unamortized amount (based on a 
straight-line amortization over the initial Term) of Landlord's initial 
contribution to such improvements, and (b) in no event shall Tenant be paid 
more than the unamortized amount (based on a straight-line amortization 
over the initial Term) of Tenant's initial contribution to such 
improvements.  If Tenant fails to deliver to Landlord, within sixty (60) 
days after the substantial completion of such initial improvements, 
evidence reasonably satisfactory to Landlord of Tenant's contribution to 
the cost thereof, Tenant shall have no right to receive any amount of such 
proceeds.
17.3.	Liability Insurance. Tenant shall at all times during the 
term hereof obtain and continue in force bodily injury liability and 
property damage liability insurance adequate to protect Landlord against 
liability for injury to or death of any person in connection with the 
activities of Tenant in, on or about the Premises or with the use, 
operation or condition of the Premises. Such insurance at all times shall 
be in an amount of not less than Two Million Dollars ($2,000,000) for 
injuries to persons in one (1) accident, not less than Two Million Dollars 
($2,000,000) for injury to any one (1) person and not less than One Million 
Dollars ($1,000,000) with respect to damage to property. The limits of such 
insurance do not necessarily limit the liability of Tenant hereunder. All 
public liability and property damage policies shall contain a provision 
that Landlord, although named as an insured, shall nevertheless be entitled 
to recovery under said policies for any loss occasioned to it, its 
partners, agents and employees by reason of the negligence of Tenant.
17.4.	Workers' Compensation Insurance. Tenant shall, at all times 
during the term hereof, maintain in effect workers' compensation insurance 
as required by applicable statutes.
17.5.	Landlord's Insurance. Landlord shall at all times from and 
after substantial completion of the Premises maintain in effect as an item 
of Expense a policy or policies of insurance covering the Common Area and 
the buildings in the Project in an amount determined by Landlord from time 
to time during the Term, providing protection against rental loss and any 
peril generally included in the classification "Fire and Extended Coverage" 
which may include insurance against sprinkler damage, vandalism, malicious 
mischief, earthquake and third party liability, and including such 
coverages in such amounts as Landlord may designate, as well as a 
commercially reasonable commercial general liability insurance policy 
covering the Project.  Landlord's obligation to carry the insurance 
provided for herein may be brought within the coverage of any so-called 
blanket policy or policies of insurance carried and maintained by Landlord, 
provided that the coverage afforded will not be reduced or diminished by 
reason of the use of such blanket policy of insurance.
17.6.	Waiver of Subrogation. Landlord and Tenant each hereby 
waives any and all rights of recovery against the other or against the 
directors, officers, shareholders, partners, employees, agents and 
representatives of the other, on account of loss or damage of such waiving 
party or its property, or the property of others under its control, to the 
extent that such loss or damage is insured against under any fire and 
extended coverage insurance policy which either may have in force at the 
time of such loss or damage. Tenant and Landlord each shall, upon obtaining 
the policies of insurance required under this Lease, give notice to its 
respective insurance carrier(s) that the foregoing mutual waiver of 
subrogation is contained in this Lease.
18.	DAMAGE AND DESTRUCTION
18.1	Repair of Damage to Premises by Landlord. Tenant shall promptly 
notify Landlord of any damage to the Premises resulting from fire or any 
other casualty.  If the Premises or any Common Areas serving or providing 
access to the Premises shall be damaged by fire or other casualty, Landlord 
shall promptly and diligently, subject to reasonable delays for insurance 
adjustment or other matters beyond Landlord's reasonable control, and 
subject to all other terms of this Article 18, restore the Base Building 
and such Common Areas. Such restoration shall be to substantially the same 
condition of the Base Building and the Common Areas prior to the casualty, 
except for modifications required by zoning and building codes and other 
laws or by the holder of a mortgage on the Building or Project or any other 
modifications to the Common Areas deemed desirable by Landlord, provided 
that access to the Premises and any common restrooms serving the Premises 
shall not be materially impaired. Landlord shall not be liable for any 
inconvenience or annoyance to Tenant or its visitors, or injury to Tenant's 
business resulting in any way from such damage or the repair thereof; 
provided however, that if such fire or other casualty shall have damaged 
the Premises or Common Areas necessary to Tenant's occupancy, Landlord 
shall allow Tenant a proportionate abatement of Basic Rent (at the rate 
applicable to the portion of the Premises affected) and Tenant's Share of 
Expenses, during the time and to the extent the Premises are unfit for 
occupancy for the purposes permitted under this Lease, and not occupied by 
Tenant as a result thereof.  If the Premises are damaged such that the 
remaining portion thereof is not sufficient to allow Tenant to conduct its 
business operations from such remaining portion, and Tenant does not 
conduct its business operations therefrom, Landlord shall allow Tenant a 
total abatement of Basic Rent and Tenant's Share of Expenses, during the 
time and to the extent the Premises are unfit for occupancy for the normal 
conduct of Tenant's business, and are not occupied by Tenant as a result of 
the subject damage.  Landlord shall not be required to carry insurance of 
any kind on the improvements in the Premises built by or for the benefit of 
Tenant or other tenants or Tenant's property and shall not be required to 
repair any injury or damage thereto by fire or other cause, or to make any 
restoration or replacement of any paneling, decorations, partitions, 
ceilings, floor covering, office fixtures or any other improvements or 
property installed in the Premises by or at the direct or indirect expense 
of Tenant (including with any improvement allowance supplied by Landlord to 
Tenant), and Tenant shall be required to restore or replace same in the 
event of damage and shall have no claim against Landlord for any loss 
suffered by reason of any such damage, destruction, repair or restoration.  
Notwithstanding the foregoing, Landlord may, at its sole option, elect to 
repair and replace all or any portion of the improvements located within 
the Premises, upon notice to Tenant within ten (10) days following the date 
of damage, in which event Tenant shall immediately (i) assign to Landlord 
the insurance proceeds applicable to the repair and/or restoration 
undertaken by Landlord and (ii) pay to Landlord any amounts necessary to 
cover any uninsured costs with respect to the repair and/or restoration 
undertaken by Landlord.
18.2	Landlord's Option to Repair. Notwithstanding the terms of Section 
18.1 of this Lease, Landlord may elect not to rebuild and/or restore any 
portion of the Project, and instead terminate this Lease, by notifying 
Tenant in writing of such termination within sixty (60) days after the date 
of damage, such notice to include a termination date giving Tenant at least 
one hundred-twenty (120) days to vacate the Premises (but fewer if required 
by Tenant), but Landlord may so elect only if the Building or Project shall 
be damaged by fire or other casualty or cause, whether or not the Premises 
are affected, and one or more of the following conditions is present: (i) 
in Landlord's reasonable judgment, repairs cannot reasonably be completed 
within one (1) year after the date of damage (when such repairs are made 
without the payment of overtime or other premiums); (ii) the holder of any 
mortgage on the Building or Project or ground lessor with respect to the 
Building or Project shall require that the insurance proceeds or any 
portion thereof be used to retire the mortgage debt, or shall terminate the 
ground lease, as the case may be; or (iii) the damage is not fully covered, 
except for deductible amounts, by Landlord's insurance policies.  If 
Landlord does not elect to terminate this Lease pursuant to Landlord's 
termination right as provided above, and the repairs cannot, in the 
reasonable opinion of an architect or contractor selected by Landlord, be 
completed within one (1) year after the date of discovery of the damage, 
Tenant may elect, no later that ninety (90) days after the date Landlord 
notifies Tenant of the estimated time required to repair the damage, to 
terminate this Lease by written notice to Landlord effective as of the date 
specified in the notice.  If the damage occurs during the last twelve (12) 
months of the Term, and repairs cannot, in Landlord's reasonable judgment, 
be completed within sixty (60) days, either party may terminate this Lease 
on not less than thirty (30) days prior written notice to the other.
18.3.	Waiver by Tenant. The provisions of this Lease, including 
this Article 18, constitute an express agreement between Landlord and 
Tenant with respect to any and all damage to, or destruction of, all or any 
part of the Premises, the Building or the Project, and any statute or 
regulation of the State of California, including, without limitation, 
Sections 1932(2) and 1933(4) of the California Civil Code, with respect to 
any rights or obligations concerning damage or destruction in the absence 
of an express agreement between the parties, and any other statute or 
regulation, now or hereafter in effect, shall have no application to this 
Lease or any damage or destruction to all or any part of the Premises, the 
Building or the Project.
19.	CONDEMNATION
19.1	If all or a substantial part of the Premises, Building or Common 
Area is taken or appropriated for public or quasi-public use by the right 
of eminent domain or otherwise by a taking in the nature of inverse 
condemnation, with or without litigation, or is transferred by agreement in 
lieu thereof (any of the foregoing being referred to herein as a "taking"), 
either party hereto may, by written notice given to the other within thirty 
(30) days of receipt of notice of such taking, elect to terminate this 
Lease as of the date possession is transferred pursuant to the taking 
provided, however, that before such party may terminate this Lease for a 
taking, such taking shall be of an extent and nature as to economically 
frustrate its business therein, or to substantially handicap, impede or 
impair its use thereof.  If more than twenty-five percent (25%) of the 
rentable square feet of the Premises is taken, or if access to the Premises 
is substantially impaired,  Tenant shall have the option to terminate this 
Lease effective as of the date possession is required to be surrendered to 
the authority.  No award for any partial or entire taking shall be 
apportioned, and Tenant thereby assigns to Landlord any and all rights of 
Tenant now or hereafter arising in or to the same or any part thereof; 
provided, however, that Tenant may file a separate claim for an award and 
nothing contained herein shall be deemed to give Landlord any interest in, 
or to require Tenant to assign to Landlord, any award made to Tenant for 
the taking of personal property belonging to Tenant and Tenant's moving 
expenses and loss of business, if applicable.  In the event of a taking 
which does not result in a termination of this Lease, Rent and Tenant's 
Share of Expenses shall be equitably reduced to the extent Tenant's 
business in or use of the Premises is economically impaired as described 
above. No temporary taking of the Premises or any part of the Project shall 
terminate this Lease, or give Tenant any right to any abatement of Rent 
hereunder, except that Rent shall be equitably reduced as described above 
during that portion of any temporary taking lasting more than thirty (30) 
days. To the extent the provisions of this Article 19 conflict with 
California Code of Civil Procedure Section 1265.130 allowing either party 
to petition the court to terminate this Lease for a partial taking, the 
provisions of this Article 19 shall govern.
20.	LIENS
20.1	Tenant shall keep the Premises, the Building and the Project free 
from any liens arising out of work performed, materials furnished, or 
obligations incurred by Tenant, and shall protect, indemnify, hold harmless 
and defend Landlord from any claims, liabilities, judgments or costs 
(including, without limitation, reasonable attorneys fees) arising out of 
the same or in connection therewith. Tenant shall give Landlord at least 
ten (10) business days' prior written notice of the expected date of 
commencement of work relating to alterations, improvements, or additions to 
the Premises and if requested by Landlord, and except as set forth in 
Section 15.2, above, shall secure a completion and indemnity bond for said 
work, reasonably satisfactory to Landlord, in an amount as required by law, 
but in no event less than one and one-half (1.5) times the estimated cost of 
such work. Landlord shall have the right at all times to keep posted on the 
Premises any notices permitted or required by law, or which Landlord shall 
deem proper, for the protection of Landlord and the Premises, and any other 
party having any interest therein, against mechanics' and materialmen's 
liens. If any claim of lien is filed against the Premises or any part of 
the Project or any similar action affecting title to such property is 
commenced, the party receiving notice of such lien or action shall 
immediately give the other party written notice thereof. If Tenant fails, 
within twenty (20) days following the imposition of any lien, to cause such 
lien to be released of record by payment or posting of a proper bond, 
Landlord shall have, in addition to all other remedies provided herein and 
by law, the right (but not the obligation) to cause the same to be released 
by such means as it shall deem proper, including payment of the claim 
giving rise to such lien. All such sums paid by Landlord and all costs and 
expenses incurred by it in connection therewith (including reasonable 
attorneys' fees) shall be payable to Landlord by Tenant on demand, with 
interest at the Agreed Rate from the date of expenditure.
21.	DEFAULTS BY TENANT
21.1.	The occurrence of any one or more of the following events 
shall constitute a default and breach of this Lease by Tenant:
21.1.1	The failure by Tenant to make any payment of Rent or of 
any other sum required to be made by Tenant hereunder, within five (5) 
business days after the date the same is due. 
21.1.2.	Except where a specific time period is otherwise set 
forth in this Lease, in which event the failure to perform by Tenant within 
such time period shall be a default by Tenant under this Section 21.1.2, 
the failure by Tenant to observe or perform any of the covenants, 
conditions or provisions of this Lease to be observed or performed by 
Tenant, if such failure is not cured within thirty (30) days after written 
notice thereof from Landlord to Tenant; provided, however, that if the 
nature of Tenant's default is such that it cannot be cured solely by 
payment of money and more than thirty (30) days are reasonably required for 
its cure, then Tenant shall not be deemed to be in default if Tenant 
commences such cure within the thirty (30) day period and thereafter 
diligently prosecutes such cure to completion; and provided, further, that 
violations by Tenant of the Rules and Regulations described in Article 36 
which interfere with the rights of other tenants or which constitute a 
nuisance or hazard shall be cured by Tenant within forty-eight (48) hours 
after written notice thereof from Landlord, failing which Landlord may (but 
need not) cure same, in which event Tenant shall pay Landlord, within ten 
(10) days after written notice thereof by Landlord, the amount expended by 
Landlord to effect such cure together with an administrative charge of ten 
percent (10%) of the amount thereof.
21.1.3.	The failure by Tenant to observe or perform according 
to the provisions of Articles 11, 28, 30 or 31 of this Lease where such 
failure continues after Tenant's receipt of both a two (2) business day 
initial notice, and a 24- hour final notice, from Landlord. 
21.2.	Any notice required or permitted by this Article 21 shall be 
in lieu of, and not in addition to, any notice required under California 
Code of Civil Procedure Section 1161 or any similar or successor law.  
Landlord may serve a statutory notice to quit, a statutory notice to pay 
rent or quit, or a statutory notice of default, as the case may be, to 
effect the giving of any notice required by this Article 21.
22.	LANDLORD'S REMEDIES
22.1.	In the event of any default or breach of this Lease by 
Tenant, Landlord's obligations under this Lease shall be suspended until 
such default is cured and Landlord may, at any time thereafter, until such 
default is cured, without limiting Landlord in the exercise of any other 
right or remedy at law or in equity which Landlord may have (all remedies 
provided herein being non-exclusive and cumulative), do any one or more of 
the following:
22.1.1.	Landlord shall have the remedy described in California 
Civil Code Section 1951.4 (lessor may continue lease in effect after 
lessee's breach and abandonment and recover rent as it becomes due, if 
lessee has the right to sublet or assign, subject only to reasonable 
limitations).  Accordingly, if Landlord does not elect to terminate this 
Lease on account of any default by Tenant, Landlord may, from time to time, 
without terminating this Lease, enforce all of its rights and remedies 
under this Lease, including the right to recover all Rent and other 
monetary charges as they  become due.
22.1.2.	Terminate Tenant's right to possession by any lawful 
means, in which case this Lease shall terminate and Tenant shall 
immediately surrender possession of the Premises to Landlord. In such event 
Landlord shall be entitled to recover from Tenant all damages incurred by 
Landlord by reason of Tenant's default including (without limitation) the 
following: (1) the worth at the time of award of any unpaid Rent which had 
been earned at the time of such termination; plus (2) the worth at the time 
of award of the amount by which the unpaid Rent which would have been 
earned after termination until the time of award exceeds the amount of such 
Rent loss that Tenant proves could have been reasonably avoided; plus (3) 
the worth at the time of award, of the amount by which the unpaid Rent for 
the balance of the term after the time of award exceeds the amount of such 
Rent loss that Tenant proves could have been reasonably avoided; plus (4) 
any other amount, and court costs, necessary to compensate Landlord for all 
the detriment proximately caused by Tenant's default or which in the 
ordinary course of things would be likely to result therefrom (including, 
without limiting the generality of the foregoing, the amount of any 
commissions, finder's fee, advertising costs, remodeling costs and 
attorneys fees in connection with obtaining a replacement tenant); plus (5) 
at Landlord's election, such other amounts in addition to or in lieu of the 
foregoing as may be permitted from time to time by applicable law. As used 
in subparagraphs (1) and (2) of this Section 22.1.2, the "worth at the time 
of award" is to be computed by allowing interest at the Agreed Rate, and, 
as used in subparagraph (3) of this Section 22.1.2, the "worth at the time 
of award" is to be computed by discounting such amount at the discount rate 
of the U.S. Federal Reserve Bank of San Francisco at the time of award, 
plus one percent (1%). The term "Rent", as used in this Article 22, shall 
be deemed to be and to mean all Rent to be paid by Tenant pursuant to this 
Lease or as defined in Section 4.1 hereof. For the purpose of determining 
the amount of Expenses and parking fees which constitute "unpaid Rent which 
would have been earned after termination" or which constitute "unpaid Rent 
for the balance of the term" (as referenced in subparagraphs (2) and (3) 
hereof), such amounts shall be deemed to increase annually for the balance 
of the term by an amount equal to the average annual percentage increase in 
parking fees and Expenses during the three (3) calendar years preceding the 
year in which the Lease was terminated, or, if such termination shall occur 
prior to the expiration of the third calendar year occurring during the 
term of this Lease, then the amount of parking fees and Expenses shall be 
deemed to increase monthly for the balance of the term by an amount equal 
to the average monthly percentage increase in parking fees and Expenses 
during all of the calendar months preceding the month in which the Lease 
was terminated and such amounts shall not include variable expenses to the 
extent recovered by Landlord from other Tenants of the Building by Landlord 
using standard gross-up procedures.
22.1.3.	Collect sublease rents (or appoint a receiver to 
collect such rent) and otherwise perform Tenant's obligations at the 
Premises, it being agreed, however, that neither the filing of a petition 
for the appointment of a receiver for Tenant nor the appointment itself 
shall constitute an election by Landlord to terminate this Lease.
22.1.4.	Proceed to cure the default at Tenant's sole cost and 
expense, without waiving or releasing Tenant from any obligation hereunder. 
If at any time Landlord pays any sum or incurs any expense as a result of 
or in connection with curing any default of Tenant (including any 
administrative fees provided for herein and reasonable attorneys' fees), 
the amount thereof shall be immediately due as of the date of Landlord's 
invoice therefor and, together with interest at the Agreed Rate from the 
date of Landlord's invoice therefor, shall be paid by Tenant to Landlord 
immediately upon demand, and Tenant hereby covenants to pay any and all 
such sums.
22.1.5.	If Tenant is not occupying the Premises, retain 
possession of all of Tenant's fixtures, furniture, equipment, improvements, 
additions and other personal property left in the Premises or, at 
Landlord's option, at any time, to require Tenant to forthwith remove same, 
and if not so removed to deem them abandoned and dispose of same.
22.2.	All covenants and agreements to be performed by Tenant under 
this Lease shall be performed by Tenant at Tenant's sole cost and expense 
and without any offset to or abatement of Rent.
22.3	Landlord Default.  Landlord shall not be deemed to be in default 
in the performance of any obligation under this Lease unless and until it 
has failed to perform such obligation within thirty (30) days after receipt 
of written notice by Tenant to Landlord specifying such failure; provided, 
however, that if the nature of Landlord's default is such that more than 
thirty (30) days are required for its cure, then Landlord shall not be 
deemed to be in default if it commences such cure within the thirty (30)-day 
period and thereafter diligently prosecutes such cure to completion. Tenant 
agrees to give any Mortgagee a copy, by certified mail, of any notice of 
default served upon Landlord, provided that prior to such notice Tenant has 
been notified in writing (by way of Notice of Assignment of Rents and 
Leases, or otherwise) of the address of such Mortgagee. Tenant further 
agrees that if Landlord shall have failed to cure such default within the 
time provided for in this Lease, then any such Mortgagee shall have an 
additional forty-five (45) days within which to have the right, but not the 
obligation, to cure such default on the part of the Landlord or if such 
default cannot be cured within that time, then such additional time as may 
be necessary if within that forty-five (45) days the Mortgagee has commenced 
and is pursuing the remedies necessary to cure such default (including but 
not limited to commencement of foreclosure proceedings, if necessary, to 
effect such cure), in which event this Lease shall not be terminated while 
such remedies are being so pursued. If Tenant recovers any judgment against 
Landlord for a default by Landlord of this Lease, the judgment shall be 
satisfied only out of the interest of Landlord in the Project and neither 
Landlord nor any of its partners, shareholders, officers, directors, 
employees or agents shall be personally liable for any such default or for 
any deficiency.  Tenant's rights hereunder shall be in addition to, and 
shall not limit, Tenant's other rights expressly set forth in this Lease, 
including without limitation, in Section 12.7, above.
23.	LANDLORD EXCULPATION
The liability of Landlord or its partners, shareholders, officers, 
directors, employees or agents (collectively, the "Landlord Parties") to 
Tenant for any default by Landlord under this Lease or arising in 
connection herewith or with Landlord's operation, management, leasing, 
repair, renovation, alteration or any other matter relating to the Project 
or the Premises shall be limited solely and exclusively to an amount which 
is equal to the interest of Landlord in the Building, and neither Landlord, 
nor any of the Landlord Parties shall have any personal liability therefor, 
and Tenant hereby expressly waives and releases such personal liability on 
behalf of itself and all persons claiming by, through or under Tenant.  The 
limitations of liability contained in this Article 23 shall inure to the 
benefit of Landlord's and the Landlord Parties' present and future 
partners, beneficiaries, officers, directors, trustees, shareholders, 
agents and employees, and their respective partners, heirs, successors and 
assigns.  Under no circumstances shall any present or future partner of 
Landlord (if Landlord is a partnership), or trustee or beneficiary (if 
Landlord or any partner of Landlord is a trust), have any liability for the 
performance of Landlord's obligations under this Lease.  Notwithstanding 
any contrary provision herein, neither Landlord nor the Landlord Parties 
shall be liable under any circumstances for injury or damage to, or 
interference with, Tenant's business, including but not limited to, loss of 
profits, loss of rents or other revenues, loss of business opportunity, 
loss of goodwill or loss of use, in each case, however occurring.  None of 
the officers, directors, shareholders, agents or employees of the Original 
Tenant or its Affiliates shall be personally liable to Landlord for any 
obligation arising under this Lease.  The terms of this Article 23 shall 
not alter or limit Tenant's specific rights as set forth in Section 12.7 or 
Article 18.
24.	COSTS OF SUIT
24.1.	If either party brings action for relief against the other, 
declaratory or otherwise, arising out of this Lease, including any suit by 
Landlord for the recovery of Rent or possession of the Premises, the losing 
party shall pay the successful party its costs incurred in connection with 
and in preparation for said action, including its reasonable attorneys' 
fees (which costs shall be paid whether or not such action is prosecuted to 
judgment, it being agreed that to be the successful party a party need not 
necessarily have recovered a judgment, but shall be the party which, in 
light of all the facts and circumstances of the case, shall be deemed to be 
without fault or to have a lesser degree of fault than the other party). If 
Landlord, without fault on Landlord's part, is made a party to any action 
instituted by Tenant against a third party or by a third party against 
Tenant or by or against any person holding under or using the Premises by 
license of Tenant, or for the foreclosure of any lien for labor or material 
furnished to or for Tenant or any such other person, or otherwise arising 
out of or resulting from any act or omission of Tenant or of any such other 
person, Tenant shall at its cost and at Landlord's option defend Landlord 
therefrom and further, except to the extent Landlord is found separately 
liable for its own negligence or wrongful acts, indemnify and hold Landlord 
harmless from any judgment rendered in connection therewith and all costs 
and expenses (including reasonable attorneys' fees) incurred by Landlord in 
connection with such action.  If Tenant, without fault on Tenant's part, is 
made a party to any action instituted by Landlord against a third party or 
by a third party against Landlord or arising out of resulting from any act 
or omission of Landlord, Landlord shall at its cost and at Tenant's option 
defend Tenant therefrom and further, except to the extent Tenant is found 
separately liable for its own negligence or wrongful acts, indemnify and 
hold Tenant harmless from any judgment rendered in connection therewith and 
all costs and expenses (including reasonable attorneys' fees) incurred by 
Tenant in connection with such action.
25.	SURRENDER OF PREMISES; HOLDING OVER
25.1.	Surrender. Upon the expiration or earlier termination of 
this Lease, Tenant shall remove all of its personal property, including any 
signs, notices and displays, from the Premises and the Project and shall 
surrender to Landlord the Premises, and all Tenant's improvements thereto 
and alterations thereon, broom clean and in good condition, except for 
(a) ordinary wear and tear, (b) destruction to the Premises pursuant to 
Article 18 of this Lease, (c) Alterations that Tenant has the right to 
remove hereunder, provided Tenant repairs any and all damage to the 
Premises caused by such removal and restores the Premises to the condition 
in which they were prior to the installation or construction of such 
Alterations (but in no event to less than Building standard), , and (d) all 
telephone and data cabling installed by or on behalf of Tenant or its 
subtenant(s).  Tenant shall perform all such removal, repairs and 
restoration to the Premises prior to the date of the expiration or earlier 
termination of this Lease.  Notwithstanding any contrary provision herein, 
Tenant shall not be obligated to remove any initial Tenant Improvements 
upon the expiration or earlier termination of this Lease except that upon 
notice from Landlord to Tenant, Landlord may require Tenant to remove 
Tenant Improvements to the extent such Tenant Improvements do not 
constitute improvements of a general office use nature.  If any such 
removal, repair or restoration would damage or otherwise affect the 
Building structure, Tenant shall give Landlord prior written notice thereof 
and Landlord may elect to make such removal, repair or restoration at 
Tenant's expense or otherwise require Tenant to deposit with Landlord 
security for such work of removal, repair and/or restoration. Landlord may 
in any manner retain or dispose of any improvements, Alterations or 
personal property which Tenant does not remove from the Premises prior to 
the expiration or earlier termination of this Lease, as Tenant may be 
permitted or required by this Lease to remove, and title to any such 
improvements, Alterations and/or personal property of which Landlord so 
elects to retain or dispose of shall vest in Landlord. Tenant waives all 
claims against Landlord for any damage or loss to Tenant arising out of 
Landlord's retention or disposition of any such improvements, Alterations 
or personal property as provided for in this Article 25 and shall be liable 
to Landlord for Landlord's costs of storing, removing and disposing of any 
such improvements, Alterations or personal property which Tenant fails to 
remove from the Premises prior to the date of the expiration or earlier 
termination of this Lease.  Tenant shall indemnify, defend and hold 
Landlord harmless from all damages, loss, cost and expense (including 
reasonable attorneys' fees) arising out of or in connection with Tenant's 
failure to surrender the Premises in accordance with this Section 25.1.
25.2.	Holding Over. If Tenant holds over after the expiration of 
the Term, such tenancy shall be at sufferance only, and not a renewal 
hereof or an extension for any further term, and in such case Rent shall be 
payable at a rental in the amount equal to one hundred fifty percent (150%) 
of the Rent in effect as of the last month of the Term hereof for the first 
three (3) months after the expiration of the Term, and, thereafter, twice 
the Rent in effect as of the last month of the Term hereof and at the time 
specified in this Lease, and such tenancy shall be subject to every other 
term, covenant and agreement contained herein other than any provisions for 
rent concessions, Landlord's Work, or optional rights of Tenant requiring 
Tenant to exercise same by written notice (such as options to extend the 
term of the Lease). Nothing contained in this Section 25.2 shall be 
construed as consent by Landlord to any holding over by Tenant, and 
Landlord expressly reserves the right to require Tenant to surrender 
possession of the Premises to Landlord as provided in this Lease upon the 
expiration or other termination of this Lease.  The provisions of this 
Section 25.2 shall not be deemed to limit or constitute a waiver of any 
other rights or remedies of Landlord provided herein or at law.  If Tenant 
fails to surrender the Premises upon the termination or expiration of this 
Lease, in addition to any other liabilities to Landlord accruing therefrom, 
Tenant shall protect, defend, indemnify and hold Landlord harmless from all 
loss, costs (including reasonable attorneys' fees) and liability resulting 
from such failure, including, without limiting the generality of the 
foregoing, any claims made by any succeeding tenant founded upon such 
failure to surrender and any lost profits to Landlord resulting therefrom.
26.	SURRENDER OF LEASE
26.1	The voluntary or other surrender of this Lease by Tenant, or a 
mutual cancellation thereof, shall not work as a merger. Such surrender or 
cancellation shall, at the option of Landlord, terminate all or any 
existing subleases or subtenancies, or may, at the option of Landlord, 
operate as an assignment to it of any or all such subleases or 
subtenancies. The delivery of keys to the Premises to Landlord or its agent 
shall not, of itself, constitute a surrender and termination of this Lease.
27.	TRANSFER OF LANDLORD'S INTEREST
27.1	If Landlord sells or transfers its interest in the Premises 
(other than a transfer for security purposes) Landlord shall be released 
from all obligations and liabilities accruing thereafter under this Lease, 
if Landlord's successor has assumed in writing Landlord's obligations under 
this Lease. Any Security Deposit, prepaid Rent or other funds of Tenant in 
the hands of Landlord at the time of transfer shall be delivered to such 
successor and Tenant agrees to attorn to the purchaser or assignee, 
provided all Landlord's obligations hereunder are assumed in writing by 
such successor. 
28.	ASSIGNMENT AND SUBLETTING
28.1.	Landlord's Consent Required.  Tenant shall not assign this 
Lease, and shall not sublet the Premises or any part thereof, without the 
prior written consent of Landlord in each instance, which consent shall not 
be unreasonably withheld, and any attempt to do so without such consent 
shall be voidable by Landlord and, at Landlord's election, shall constitute 
a default under this Lease.  In no event shall Tenant sell, mortgage, 
pledge, hypothecate or encumber this Lease, without the prior written 
consent of Landlord, which consent may be withheld in Landlord's sole 
discretion. 
28.2.	Tenant's Application. If Tenant desires at any time to 
assign this Lease (which assignment shall in no event be for less than its 
entire interest in this Lease) or to sublet the Premises or any portion 
thereof, Tenant shall submit to Landlord at least twenty (20) days prior to 
the proposed effective date of the transaction ("Proposed Effective Date"), 
in writing, a notice of intent to assign or sublease, setting forth: (i) 
the Proposed Effective Date, which shall be no less than thirty (30) nor 
more than ninety (90) days after the sending of such notice; (ii) the name 
of the proposed subtenant or assignee; (iii) the nature of the proposed 
subtenant's or assignee's business to be carried on in the Premises; and 
(iv) a description of the terms and provisions of the proposed sublease or 
assignment, including a calculation of all amounts payable to Landlord 
pursuant for the term of Section 28.7, below. Such notice shall be 
accompanied by (a) such financial information as Landlord may request 
concerning the proposed subtenant or assignee, including recent financial 
statements and bank references; (b) evidence satisfactory to Landlord (such 
as a written statement from Tenant affirming that the proposed transferee 
will be occupying the affected portion of the Premises) that the proposed 
subtenant or assignee will immediately occupy and thereafter use the 
affected portion of the Premises for the entire term of the sublease or 
assignment agreement; (c) a conformed or photostatic copy of the proposed 
sublease or assignment agreement; (d) any fee required under Section 28.9 
and (e) an executed estoppel certificate from Tenant in the form attached 
hereto as Exhibit E. During the time that Landlord has in which to exercise 
the options available to Landlord upon the giving of such notice, as 
hereinafter described, Tenant shall not sublet all or any part of the 
Premises nor assign all or any part of this Lease.
28.3.	Landlord's Option as to Subject Space.  Notwithstanding 
anything to the contrary contained in this Article 28, in the event Tenant 
contemplates assigning the Lease or subleasing all or a portion of the 
Premises for the remainder of the Term (or in the event of any other 
transactions entered into by Tenant as a subterfuge in order to avoid the 
terms of this Section 28.3) (in either event, a "Transfer"), Tenant shall 
give Landlord notice (the "Intention to Transfer Notice") of such 
contemplated Transfer (whether or not the contemplated transferee or the 
terms of such contemplated Transfer have been determined).  The Intention 
to Transfer Notice shall specify the portion of and amount of rentable 
square feet of the Premises which Tenant intends to Transfer (the 
"Contemplated Transfer Space"), and the contemplated date of commencement 
of the Contemplated Transfer (the "Contemplated Effective Date"), and shall 
specify that such Intention to Transfer Notice is delivered to Landlord 
pursuant to this Section 28.3 in order to allow Landlord to elect to 
recapture the Contemplated Transfer Space.  Thereafter, Landlord shall have 
the option, by giving written notice to Tenant within thirty (30) days 
after receipt of any Intention to Transfer Notice, to recapture the 
Contemplated Transfer Space.  Such recapture shall cancel and terminate 
this Lease with respect to such Contemplated Transfer Space as of the 
Contemplated Effective Date.  In the event of a recapture by Landlord, if 
this Lease shall be canceled with respect to less than the entire Premises, 
the Rent reserved herein shall be prorated (at the rate applicable to the 
portion of the Premises affected) on the basis of the number of rentable 
square feet retained by Tenant in proportion to the number of rentable 
square feet contained in the Premises, and this Lease as so amended shall 
continue thereafter in full force and effect, and upon request of either 
party, the parties shall execute written confirmation of the same.  
Additionally, in the event of such recapture, the "Minimum Parking Amount", 
as that term is defined in the Parking License Agreement, shall be reduced 
on a prorata basis.  If Landlord declines, or fails to elect in a timely 
manner, to recapture such Contemplated Transfer Space under this Section 
28.3, then, subject to the other terms of this Article 28, for a period of 
six (6) months (the "Six Month Period") commencing on the last day of such 
thirty (30) day period, Landlord shall not have any right to recapture the 
Contemplated Transfer Space with respect to any Transfer made during the 
Six Month Period, provided that any such Transfer is of substantially the 
same space set forth in the Intention to Transfer Notice; provided however, 
that any such Transfer shall be subject to the remaining terms of this 
Article 28.  If such a Transfer is not so consummated (as evidenced by the 
full execution and delivery of the document affecting such Transfer) within 
the Six Month Period (or if a Transfer is so consummated, then upon the 
expiration of the term of any Transfer of such Contemplated Transfer Space 
consummated within such Six Month Period), Tenant shall again be required 
to submit a new Intention to Transfer Notice to Landlord with respect to 
any contemplated Transfer, as provided above in this Section 28.3.
28.4.	Approval/Disapproval Standards. In the event that Tenant 
complies with the provisions of Section 28.2, and Landlord does not 
exercise an option provided to Landlord under Section 28.3, Landlord's 
consent to a proposed assignment or sublease shall not be unreasonably 
withheld. In determining whether to grant or withhold consent to a proposed 
assignment or sublease, Landlord may consider any reasonable factor. 
Without limiting what may be construed as a reasonable factor, it is hereby 
agreed that any one of the following factors will be reasonable grounds for 
disapproval of a proposed assignment or sublease:
28.4.1.	Tenant has not complied with the requirements set forth 
in Section 28.2 above;
28.4.2.	The proposed assignee or subtenant does not, in 
Landlord's reasonable judgment, have sufficient financial worth, to fulfill 
the obligations proposed to be undertaken, provided that the financial 
worth of a proposed subtenant (together with any proposed guarantor) who is 
an "Affiliate" of Tenant shall not constitute a grounds for Landlord's 
refusal to consent to the proposed Sublease nor shall the financial worth 
of a proposed subtenant (together with any proposed guarantor) of Original 
Tenant while Original Tenant will continue to occupy more than fifty 
percent (50%) of the Premises, constitute a grounds for Landlord's refusal 
to consent to the proposed Sublease, provided, in the latter instance, that 
there has been no material adverse change in the financial condition of 
Original Tenant since the date of execution of this Lease.  As used herein, 
an "Affiliate" of a party shall mean a corporation which controls, is 
controlled by, or is under common control with Tenant;
28.4.3.	The proposed assignee or subtenant does not, in 
Landlord's reasonable judgment, have a good reputation as a tenant of 
property;
28.4.4.	Landlord has had prior negative leasing experience with 
the proposed assignee or subtenant (i.e., a breach of lease to Landlord); 
28.4.5.	The use of the Premises by the proposed assignee or 
subtenant will violate the terms of Article 11, above;
28.4.6.	In Landlord's reasonable judgment, the proposed 
assignee or subtenant is engaged in a business, and the Premises, or the 
relevant part thereof, will be used in a manner (and for other than general 
office purposes) that is not in keeping with the then current standards of 
the Building, or that will violate any restrictive or exclusive covenant as 
to use contained in any other lease of space in the Building or the 
Project;
28.4.7.	The proposed assignee or subtenant is either a 
governmental agency or instrumentality thereof, excluding administrative 
offices of school districts and college agencies, (i) which is capable of 
exercising the power of eminent domain or condemnation and is not a United 
States Government client or customer of Tenant (which is then doing 
business with Tenant), or (ii) which is of a character or reputation, is 
engaged in a business, or is of, or is associated with, a political 
orientation or faction, which is not consistent with the quality of the 
Project;
28.4.8.	The proposed assignee or subtenant, or any person that 
directly or indirectly controls, is controlled by, or is under common 
control with, the proposed assignee or subtenant, or any person who 
controls the proposed assignee or subtenant, (i) is then an occupant of a 
part of the Building or the Project and Landlord can accommodate such 
tenant's expansion needs elsewhere in the Project, or (ii) is then 
negotiating with Landlord to lease space in the Project or has received a 
letter of intent to lease space during the ninety (90) days prior to such 
proposed assignment or sublease; or
28.4.9.	The proposed assignment or sublease fails to include 
all of the terms and provisions required to be included therein pursuant to 
this Article 28.
Furthermore, in the event that Tenant is then in declared 
monetary or material non-monetary default of any obligation of Tenant under 
this Lease, or Tenant has been declared to be in monetary or material non-
monetary default under this Lease on three (3) or more occasions during the 
twelve (12) months preceding the date that Tenant shall request consent, 
the parties hereby agree that it shall be reasonable for Landlord to elect, 
at its option, to deny its consent.  Notwithstanding anything to the 
contrary in this Lease, if Tenant or any proposed Transferee claims that 
Landlord, or alternatively Landlord claims that Tenant, has unreasonably 
withheld or delayed its consent under this Section 28.4. or otherwise has 
breached or acted unreasonably under this Article 28, the sole remedy of 
the aggrieved party shall be a declaratory judgment and an injunction for 
the relief sought without any monetary damages, and the non-aggrieved party 
hereby waives all other remedies, including, without limitation, any right 
at law or equity to terminate this Lease, on its own behalf and, to the 
extent permitted under all applicable laws, on behalf of the proposed 
Transferee.
28.5.	Approval/Disapproval Procedure. Landlord shall approve or 
disapprove the proposed assignment or sublease by written notice to Tenant, 
such notice to be given within thirty (30) days of the date Tenant gives to 
Landlord notice of Tenant's intent to assign or sublease under Section 
28.2.  Landlord agrees to use commercially reasonable efforts to respond in 
a shorter period of time.  Landlord's failure to give a notice withholding 
its consent within said thirty (30) day period shall be deemed a consent to 
the proposed assignment or subletting. If Landlord shall exercise any 
option to recapture the Premises as herein provided, or denies a request 
for consent to a proposed sublease or assignment, Landlord shall not be 
liable to the proposed assignee or subtenant, or to any broker or other 
person claiming a commission or similar compensation in connection with the 
proposed assignment or sublease. If Landlord approves the proposed 
assignment or sublease, Tenant shall, prior to the Proposed Effective Date, 
submit to Landlord all executed originals of the assignment or sublease 
agreement and, in the event of a sublease, Landlord's reasonable and 
customary consent to subletting form executed by Tenant and sublessee for 
execution by Landlord. Provided such assignment or sublease agreement is in 
accordance with the terms approved by Landlord, Landlord shall execute each 
original as described above and shall retain two originals for its file and 
return the others to Tenant. No purported assignment or sublease shall be 
deemed effective as against Landlord and no proposed assignee or subtenant 
shall take occupancy unless such document is delivered to Landlord in 
accordance with the foregoing.  Notwithstanding anything in this Article 28 
to the contrary, Landlord's consent to any particular assignment or 
sublease shall in no event be construed as a consent to any Alterations, in 
connection with which approval shall be granted or denied by Landlord 
independently in accordance with the terms of Article 15 of this Lease.  In 
connection with the foregoing, any  Alterations which are approved by 
Landlord in connection with a proposed assignment or sublease shall be 
removed by Tenant prior to the expiration or earlier termination of this 
Lease, as more particularly set forth in Article 15.
28.6.	Required Provisions. Any and all assignment or sublease 
agreements shall (i) contain such terms as are described in Tenant's notice 
under Section 28.2 above or as otherwise approved by Landlord; (ii) 
prohibit further assignments or subleases, other than to the Original 
Tenant and its Affiliates, except as agreed to in writing by Landlord in 
Landlord's sole discretion, (iii) impose the same obligations and 
conditions on the assignee or sublessee as are imposed on Tenant by this 
Lease except as to Rent and term or as otherwise approved by Landlord; (iv) 
be expressly subject and subordinate to each and every provision of this 
Lease, (v) have a term that expires on or before the expiration of the term 
of this Lease; (vi) provide that if Landlord succeeds to sublessor's 
position, Landlord shall not be liable to sublessee for advance rental 
payments, deposits or other payments which have not been actually delivered 
to Landlord by the sublessor, and (vii) provide that Tenant and/or the 
assignee or sublessee shall pay Landlord the amount of any additional costs 
or expenses incurred by Landlord for repairs, maintenance or otherwise as a 
result of any change in the nature of occupancy caused by the assignment or 
sublease. Any and all sublease agreements shall also provide that in the 
event of termination, re-entry, or dispossession by Landlord under this 
Lease, Landlord may, at its option, take over all of the right, title and 
interest of Tenant as sublessor under such sublease, and such subtenant 
shall, at Landlord's option, attorn to Landlord pursuant to the then 
executory provisions of the sublease, except that Landlord shall not: (i) 
be liable for any previous act or omission of Tenant under the sublease; 
(ii) be subject to any offset not expressly provided in the sublease, that 
theretofore accrued to the subtenant against Tenant; or (iii) be bound by 
any previous modification of such sublease or by any previous prepayment of 
more than one (1) month's fixed rent or any additional rent then due.
28.7.	Payment of Additional Rent Upon Assignment or Sublease. If 
Landlord shall give its consent to any assignment of this Lease or to any 
sublease of the Premises, Tenant shall, in consideration therefor, pay to 
Landlord, as Additional Rent, fifty percent (50%) of any rents, additional 
charges, or other consideration payable under the sublease or assignment by 
the subtenant or assignee to Tenant (including, without limiting the 
generality of the foregoing, all sums paid for the sale or rental of 
Tenant's leasehold improvements) that are in excess of the Basic Rent and 
Tenant's Share of Expenses (as those Expenses may be retroactively adjusted 
in connection with the annual reconciliation of Operating Expenses) 
accruing during the term of the sublease or assignment in respect of the 
Premises or subleased space, as applicable, (at the rate per square foot 
payable by Tenant hereunder) pursuant to the terms hereof after deducting 
the reasonable expenses incurred by Tenant for (i) any improvement 
allowance, and (ii) any reasonable brokerage commissions incurred by Tenant 
in connection with the Transfer.
28.8.	The sums payable under Section 28.7 above shall be paid to 
Landlord as and when payable by the sublessee or assignee to Tenant. Within 
fifteen (15) days after written request therefor by Landlord, Tenant shall 
at any time and from time to time furnish evidence to Landlord of the 
amount of all such sums or other consideration received or expected to be 
received. Furthermore, Landlord or its authorized representatives shall 
have the right at all reasonable times to review the books, records and 
papers of Tenant relating to any assignment or sublease, and shall have the 
right to make copies thereof.  
28.9.	Fees for Review. Simultaneously with the giving of the 
notice described in Section 28.2 above, Tenant shall pay to Landlord or 
Landlord's designee a non-refundable fee in the amount of Three Hundred 
Dollars ($300.00) as reimbursement for expenses incurred by Landlord in 
connection with reviewing each such transaction. In addition to such 
reimbursement, if Landlord retains the services of an attorney to review 
the transaction, Tenant shall pay to Landlord the reasonable attorneys' 
fees incurred by Landlord in connection therewith, not to exceed $1,500.00 
for a Transfer in the ordinary course of business. Tenant shall pay such 
attorneys' fees to Landlord within fifteen (15) days after written request 
therefor.
28.10.	No Release of Tenant. No consent by Landlord to any 
assignment or subletting by Tenant shall relieve Tenant of any obligation 
to be performed by Tenant under this Lease, whether occurring before or 
after such consent, assignment or subletting, including Tenant's obligation 
to obtain Landlord's express prior written consent to any other assignment 
or subletting.  In no event shall any permitted subtenant assign its 
sublease, further sublet all or any portion of its sublet space, or 
otherwise suffer or permit the sublet space, or any part thereof, to be 
used or occupied by others, except upon compliance with, and subject to the 
provisions of this Article 28. The acceptance by Landlord of payment from 
any person other than Tenant shall not be deemed to be a waiver by Landlord 
of any provision of this Lease or to be a consent to any subsequent 
assignment or sublease, or to be a release of Tenant from any obligation 
under this Lease.
28.11.	Assumption of Obligations. Each assignee of Tenant shall 
assume the obligations of Tenant under this Lease and shall be and remain 
liable jointly and severally with Tenant for the payment of the Rent and 
the performance of all the terms, covenants, conditions and agreements 
herein contained on Tenant's part to be performed for the Term. No 
assignment shall be binding on Landlord unless the assignee or Tenant 
delivers to Landlord a counterpart of the instrument of assignment in 
recordable form which contains a covenant of assumption by the assignee 
satisfactory in substance and form to Landlord, and consistent with the 
requirements of this Article 28. The failure or refusal of the assignee to 
execute such instrument of assumption shall not release or discharge the 
assignee from its liability to Landlord hereunder. Landlord shall have no 
obligation whatsoever to perform any duty to or respond to any request from 
any sublessee, it being the obligation of Tenant to administer the terms of 
its subleases.
28.12.	Corporate or Partnership Transfers. 
28.12.1	If the Tenant is a privately held corporation, or is an 
unincorporated association or partnership, the cumulative or aggregate 
transfer, assignment or hypothecation of twenty-five percent (25%) or more 
of the total stock or interest in such corporation, association or 
partnership shall be deemed an assignment or sublease within the meaning 
and provisions of this Article.  Landlord acknowledges that Original Tenant 
is a public company and agrees that, subject to the terms of 
Section 28.12.2, below, no sale of publicly traded stock shall be deemed to 
be a Transfer under this Article 28. 
28.12.2	Notwithstanding anything in this Article 28 to the 
contrary, Landlord's consent shall not be required in connection with 
assignments or subleases to a corporation (i) into or with which Tenant is 
merged or consolidated; (ii) to which substantially all of Tenant's assets 
are transferred, or (iii) that Controls, is Controlled by, or is under 
common Control with Tenant ((i), (ii), and (iii) collectively, "Affiliates" 
of Tenant), provided that, in any of such events:
28.12.2.1.	The successor of Tenant has a net worth, 
computed in accordance with generally accepted accounting principles, at 
least equal to the net worth of Tenant immediately prior to such merger, 
consolidation or transfer;
28.12.2.2.	Proof satisfactory to Landlord of such net 
worth shall have been delivered to Landlord at least ten (10) days prior to 
the effective date of such transaction;
28.12.2.3.	Any such assignment or sublease shall be 
subject to all of the terms and provisions of this Lease, and such assignee 
or sublessee shall assume, in a written document reasonably satisfactory to 
Landlord and delivered to Landlord promptly upon the assignment or 
sublease, all the obligations of Tenant under this Lease;
28.12.2.4.	Tenant shall remain fully liable for all 
obligations to be performed by Tenant under this Lease; 
28.12.2.5.	Tenant shall reimburse Landlord, promptly on 
demand, for Landlord's reasonable attorneys' fees (described in 
Section 28.9, above) incurred in conjunction with the processing and 
documentation of any such transaction; and
28.12.2.6.	Such assignment or sublease is not a 
subterfuge by Tenant to avoid its obligations under this Lease.  
"Control," as used in this Section 28.12, shall mean the 
ownership, directly or indirectly, of at least fifty-one percent (51%) of 
the voting securities of, or possession of the right to vote, in the 
ordinary direction of its affairs, of at least fifty-one percent (51%) of 
the voting interest in, any person or entity.
28.13.	Involuntary Assignment. No interest of Tenant in this Lease 
shall be assignable by operation of law (including without limitation, the 
transfer of this Lease by testacy or intestacy, or in any bankruptcy or 
insolvency proceeding). Each of the following acts shall be considered an 
involuntary assignment: (i) If Tenant is or becomes bankrupt or insolvent, 
makes an assignment for the benefit of creditors, or institutes a 
proceeding under any bankruptcy law in which Tenant is the bankrupt; or, if 
Tenant is a partnership or consists of more than one (1) person or entity, 
if any partner of the partnership or other such person or entity is or 
becomes bankrupt or insolvent, or makes an assignment for the benefit of 
creditors; (ii) If a writ of attachment or execution is levied on this 
Lease; (iii) If, in any proceeding or action to which Tenant is a party, a 
receiver is appointed with authority to take possession of the Premises; or 
(iv) there is any assumption, assignment, sublease or other transfer under 
or pursuant to the Bankruptcy Code, 11 U.S.C. 101 et seq. (hereinafter 
referred to as the "Bankruptcy Code"). An involuntary assignment shall 
constitute a default by Tenant and Landlord shall have the right to elect 
to terminate this Lease, in which case this Lease shall not be treated as 
an asset of Tenant. If Landlord shall elect not to exercise its right 
hereunder to terminate this Lease in the event of an involuntary 
assignment, then, in addition to any other rights or remedies of Landlord 
under this Lease or provided by law, the provisions of Sections 28.3, 28.6, 
28.7, 28.9, 28.10, and 28.14 shall apply to any such involuntary 
assignment. Such sums, if any, payable pursuant to the referenced Sections 
shall be and remain the exclusive property of Landlord and shall not 
constitute property of Tenant or of the estate of Tenant within the meaning 
of the Bankruptcy Code. Such sums which are not paid or delivered to 
Landlord shall be held in trust for the benefit of Landlord, and shall be 
promptly paid or turned over to Landlord upon demand. Any person or entity 
to which this Lease is assigned pursuant to the provisions of said Code 
shall be deemed without further act or deed to have assumed all of the 
obligations of Tenant arising under this Lease on and after the date of 
such assignment. Any such assignee shall upon demand execute and deliver 
such instruments and documents reasonably requested by Landlord confirming 
such assumption.
28.14.	Assignment of Sublease Rents. Tenant immediately and 
irrevocably assigns to Landlord, as security for Tenant's obligations under 
this Lease, all rent from any subletting of all or any part of the 
Premises, and Landlord, as assignee and as attorney-in-fact for Tenant for 
purposes hereof, or a receiver for Tenant appointed on Landlord's 
application, may collect such rents and apply same toward Tenant's 
obligations under this Lease; except that, until the occurrence of an act 
of default by Tenant, which Tenant fails to cure within any applicable cure 
period, Tenant shall have the right and license to collect such rents.
29.	ATTORNMENT
29.1	In the event of foreclosure or the exercise of the power of sale 
under any mortgage or deed of trust made by Landlord covering the Premises 
(collectively, the "Foreclosure"), and provided that if such Foreclosure is 
brought by a lien holder that holds a lien superior to the Lease, such lien 
holder has executed and delivered a nondisturbance agreement with Tenant, 
Tenant shall attorn to the successor upon any such Foreclosure and shall 
recognize that successor as Landlord under this Lease, provided such 
successor expressly agrees in writing to be bound to all future obligations 
by the terms of this Lease, and, if so requested, Tenant shall enter into a 
new lease with that successor on the same terms and conditions as are 
contained in this Lease (for the unexpired term of this Lease then 
remaining).
30.	SUBORDINATION AND NONDISTURBANCE
30.1	Without the necessity of any additional document being executed 
by Tenant for the purpose of effecting a subordination, this Lease shall be 
subject and subordinate at all times to: (i) all ground or underlying 
leases which may now exist or hereafter be executed affecting the Premises, 
and (ii) the lien of any first mortgage or first deed of trust which may 
now exist or hereafter be executed in any amount for which the Premises, 
such ground or underlying leases, or Landlord's interest or estate in any 
of them, is specified as security. Notwithstanding the foregoing, Landlord 
shall have the right to subordinate or cause to be subordinated any such 
ground or underlying leases or any such liens to this Lease.  Landlord's 
delivery to Tenant of commercially reasonable non-disturbance agreement(s) 
in favor of Tenant from any ground lessors, mortgage holders or lien 
holders of Landlord who later come into existence at any time prior to the 
expiration of the Lease Term shall be in consideration of, and a condition 
precedent to, Tenant's agreement to subordinate this Lease to such ground 
lease, mortgage or lien.  Tenant covenants and agrees to execute and 
deliver, upon demand by Landlord and in the form requested by Landlord, any 
documents evidencing the priority or subordination of this Lease with 
respect to any such ground or underlying leases or the lien of any such 
first mortgage, or first deed of trust, and specifically to execute, 
acknowledge and deliver to Landlord from time to time within ten (10) days 
after written request to do so a subordination of lease, or a subordination 
of deed of trust in substantially the form set forth in Exhibit D or 
Exhibit D-1, or  in such other commercially reasonable form as may be 
customarily required by any Mortgagee of Landlord, and failure of Tenant to 
do so shall be a default hereunder.  Tenant waives the provisions of any 
current or future stature, rule or law which may give or purport to give 
Tenant any right or election to terminate or otherwise adversely affect 
this Lease and the obligations of Tenant hereunder in the event of any 
foreclosure proceeding or sale.
30.2	Landlord shall obtain a non-disturbance, recognition and 
attornment agreement from its existing Mortgagee (the "Non-Disturbance 
Agreement") in the form attached hereto as Exhibit D.  In the event that 
Landlord is unable to furnish said agreement to Tenant on or before 
February 15, 1997, and such existing mortgagee still has its lien on the 
Building, then Tenant shall have the right, for a period of five (5) days 
after February 1, 1997 (the "5-Day Period"), to provide at least twenty 
(20) days prior written notice to Landlord of Tenant's intention to 
terminate this Lease.  Notwithstanding Tenant's notice of intention to 
terminate, if, prior to the date of termination set forth in such notice 
(the "Termination Date"), Landlord delivers the Non-Disturbance Agreement 
to Tenant, or such existing mortgagee removes its lien from the Building, 
Tenant's notice of termination shall be of no further force or effect, and 
this Lease shall not terminate.  If Landlord fails to deliver the Non-
Disturbance Agreement to Tenant prior to the Termination Date, this Lease 
shall terminate and be of no force or effect as of the Termination Date.  
If Tenant fails to give notice of its intention to terminate this Lease 
within the 5-Day Period, then Tenant shall be deemed to have waived its 
rights under this Section 30.2 and this Lease shall continue in full force 
and effect and.
31.	ESTOPPEL CERTIFICATE
31.1	Tenant shall from time to time within ten (10) business days 
after prior written notice from Landlord execute, acknowledge and deliver 
to Landlord a statement in writing in the form set forth in Exhibit E 
attached hereto, or such other commercially reasonable form as may be 
customarily required by Landlord's Mortgagee, (i) certifying that this 
Lease is unmodified and in full force and effect (or, if modified, stating 
the nature of such modification and certifying that this Lease, as so 
modified, is in full force and effect) and the date to which the Rent and 
other charges are paid in advance, if any; (ii) acknowledging that there 
are not, to Tenant's knowledge, any uncured defaults on the part of 
Landlord hereunder (or specifying such defaults if they are claimed); and 
(iii) containing such other matters as are set forth in such form. Any such 
statement may be conclusively relied upon by any prospective purchaser or 
encumbrancer of the Premises. Tenant's failure to deliver such statement 
within such time shall be conclusive upon Tenant that this Lease is in full 
force and effect, without modification except as may be represented by 
Landlord, that there are no uncured defaults in Landlord's performance, and 
that not more than one (1) month's Basic Rent has been paid in advance. 
Failure of Tenant to so deliver such statement shall be a default 
hereunder. Landlord hereby agrees to provide to Tenant an estoppel 
certificate signed by Landlord, containing the same type of information, 
and within the same period of time, as set forth above, with such changes 
as are reasonably necessary to reflect that the estoppel certificate is 
being granted and signed by Landlord to Tenant, rather than by Tenant to 
Landlord as a lender, and which may be relied on by an assignee or 
subtenant approved by Landlord in accordance with the terms of Article 28, 
above.
32.	INTENTIONALLY OMITTED
33.	QUIET ENJOYMENT
33.1	So long as Tenant pays all Rent, performs its covenants and 
obligations under this Lease and the Parking License Agreement and 
recognizes any successor to Landlord in accordance with the terms of this 
Lease, Tenant shall lawfully and quietly have, hold and enjoy the Premises 
and use of the Common Areas and Parking Facility without hindrance or 
molestation by Landlord or anyone claiming by, through or under Landlord, 
subject, however, to all the provisions of this Lease and the Parking 
License Agreement.
34.	WAIVER OF REDEMPTION BY TENANT
34.1	Tenant hereby waives for Tenant and for all those claiming under 
Tenant all right now or hereafter existing to redeem by order or judgment 
of any court or by any legal process or writ, Tenant's right of occupancy 
of the Premises after any termination of this Lease.
35.	BROKERS
35.1	Landlord and Tenant recognize that Julian J. Studley, Inc. is 
representing both Landlord and Tenant in connection with this transaction.  
Tenant shall hold Landlord harmless from all damages (including reasonable 
attorneys' fees and costs) resulting from any claims that may be asserted 
against Landlord by any broker, finder, or other person with whom Tenant 
has or purportedly has dealt, except as to Julien J. Studley, Inc.
36.	RULES AND REGULATIONS
36.1	The Rules and Regulations attached hereto as Exhibit F are 
expressly made a part hereof. Tenant agrees to comply with such Rules and 
Regulations and any reasonable amendments, modifications or additions 
thereto as may hereafter be adopted and published by notice to tenants in 
the Building, and to cause its agents, contractors and employees to comply 
therewith, and agrees that the violation of any of them shall constitute a 
default by Tenant under this Lease; provided however that Landlord agrees 
that the Rules and Regulations shall not be (i) modified or enforced in any 
way by Landlord so as to unreasonably interfere with Tenant's use and 
enjoyment of the Premises, or (ii) discriminatorily enforced against 
Tenant.  Landlord agrees that nothing in the Rules and Regulations of the 
Building shall be used to prohibit the conduct of any business from the 
Premises which Tenant is permitted to conduct.  In the event any other 
tenant or occupant of the Building fails to comply with the Rules and 
Regulations, and such non-compliance materially interferes with Tenant's 
use of the Premises, Landlord shall use reasonable efforts to cause such 
other tenants and/or occupants to comply with the Rules and Regulations. If 
there is a conflict between the Rules and Regulations and any of the 
provisions of this Lease, the provisions of this Lease shall prevail. 
Except as set forth in this Section 36, above, Landlord shall not be 
responsible to Tenant for the non-performance by any other tenant or 
occupant of the Building or of the Project of any of the Rules and 
Regulations.
37.	NOTICES
37.1	Any notice, demand, statements, designations, approvals or other 
communications required or permitted to be given hereunder to Landlord by 
Tenant shall be in writing and shall be personally served, deposited in the 
United States mails, duly registered or certified with postage fully 
prepaid thereon, or delivered by reputable overnight courier addressed to 
Landlord at Landlord's address as set forth in Section 1.10 hereof, or to 
such other address, or such other parties as Landlord may from time to time 
designate. Any notice, demand, statements, designations, approvals or other 
communications required or permitted to be given hereunder to Tenant by 
Landlord shall be in writing and may be mailed  or delivered by overnight 
courier as above stated to Tenant's address as set forth in Section 1.11 
hereof or delivered personally to Tenant at the address of the Premises. 
Either party may by written notice similarly given designate a different 
address for notice purposes, except that Landlord may in any event use the 
Premises as Tenant's address for notice purposes. Notice shall be effective 
three (3) days after the date posted if mailed or the date personal 
delivery or overnight courier delivery is made in accordance with this 
Article 37.
38.	WAIVER
38.1.	No delay or omission in the exercise of any right or remedy 
of Landlord or Tenant for any default by the other shall impair such right 
or remedy or be construed as a waiver. The receipt and acceptance by 
Landlord of delinquent payments shall not constitute a waiver of any other 
default, and shall not constitute a waiver of timely payment of the 
particular payment involved.  The payment of Rent by Tenant shall not 
constitute a waiver by Tenant of any default by Landlord hereunder.  No act 
or conduct of Landlord, including, without limitation, the acceptance of 
keys to the Premises, shall constitute an acceptance of the surrender of 
the Premises by Tenant before the expiration of the Term. Only an express 
notice to such effect from Landlord to Tenant shall constitute acceptance 
of the surrender of the Premises sufficient to terminate this Lease. 
Landlord's consent to or approval of any act by Tenant requiring Landlord's 
consent or approval shall not constitute a consent or approval of any 
subsequent act by Tenant. Any waiver by any party of any default must be in 
writing and shall not be a waiver of any other default concerning the same 
or any other provision of this Lease.
39.	MISCELLANEOUS
39.1.	Execution by Landlord. The submission of this document for 
examination and negotiation does not constitute an offer to lease, or a 
reservation of, or an option for, the Premises. This document becomes 
effective and binding only upon execution by Tenant and by Landlord. No act 
or omission of any employee or agent of Landlord or of Landlord's broker 
shall alter, change or modify any of the provisions hereof.
39.2.	Landlord and Tenant. As used in this Lease, the words 
"Landlord" and "Tenant" include the plural as well as the singular. Words 
used in the neuter gender include the masculine and feminine and words in 
the masculine or feminine gender include the neuter. If there is more than 
one person or entity constituting Landlord or Tenant, the obligations 
imposed hereunder upon Landlord or Tenant are joint and several. If Tenant 
consists of a husband and wife, the obligations of Tenant hereunder extend 
individually to the sole and separate property of each of them as well as 
to their community property. The obligations contained in this Lease to be 
performed by Landlord shall be binding on Landlord's successors and assigns 
only during their respective periods of ownership of the Premises.
39.3.	Name of Building. Tenant shall not use the name of the 
Building or the Project for any purpose other than the address of the 
business to be conducted by Tenant in the Premises. Tenant shall not use 
any picture of the Building or the Project in its advertising, stationery 
or in any manner so as to imply that the entire Building is leased by 
Tenant. Landlord expressly reserves the right at any time to change the 
name of the Project without in any manner being liable to Tenant therefor.
39.4.	Modification of Lease.  Should any current or prospective 
mortgagee or ground lessor for the Building or Project require a 
modification of this Lease, which modification will not cause an increased 
cost or expense to Tenant or in any other way materially and adversely 
change the rights and obligations of Tenant hereunder, then and in such 
event, Tenant agrees that this Lease may be so modified and agrees to 
execute whatever documents are reasonably required therefor and to deliver 
the same to Landlord within ten (10) days following a request therefor; 
provided that if the documents Tenant must execute pursuant to the terms of 
this Section 39.4 are greater than two (2) pages in length, then Landlord 
shall pay Tenant's legal fees, if any, Tenant incurs in connection with the 
review and execution of said documents, up to a maximum of One Thousand 
Five Hundred and No/100 Dollars ($1,500.00).  At the request of Landlord or 
any mortgagee or ground lessor, Tenant agrees to execute a short form of 
Lease and deliver the same to Landlord within ten (10) days following the 
request therefor.
39.5.	Nonrecordability of Lease. Tenant agrees that in no event 
shall this Lease or a memorandum hereof be recorded without Landlord's 
express prior written consent, which consent may be withheld in Landlord's 
sole discretion.
39.6.	Matters of Record.  Subject to the terms of Article 30, 
above, this Lease and Tenant's rights hereunder are subject and subordinate 
in all respects to matters affecting Landlord's title recorded in the 
official records of the county recorder's office for the county in which 
the Project is located prior or subsequent to the date of execution of this 
Lease (the "Record Documents"), and is expressly subject and subordinate to 
the following:  Declaration of Restrictions dated September 15, 1978, and 
recorded on October 2, 1978, as Document 78-1093326 in the Official Records 
of Los Angeles County, State of California, as amended, and Reciprocal 
Parking Agreement dated January 3, 1979, and recorded on January 19, 1979, 
as Document 79-86214 in the Official Records of Los Angeles County, State of 
California, as amended. Tenant agrees that as to its leasehold estate it, 
and all persons in possession or holding under it, will conform with and 
will not violate any such covenants, conditions and restrictions, or other 
matters of record.  Landlord agrees that changes it makes, if any, 
subsequent to the execution of this Lease to any Record Documents, will not 
result in a material interference with Tenant's use of the Premises, the 
Parking Facility or the Common Areas.
39.7.	Severability. If any provision of this Lease shall, to any 
extent, be determined by a court of competent jurisdiction to be invalid or 
unenforceable, the remainder of this Lease shall not be affected thereby, 
and every other term and provision of this Lease shall be valid and 
enforceable to the fullest extent permitted by law.
39.8.	Construction. All provisions hereof, whether covenants or 
conditions, shall be deemed to be both covenants and conditions. The 
definitions contained in this Lease shall be used to interpret this Lease.
39.9.	Interest. Except as expressly provided otherwise in this 
Lease, any amount due to Landlord which is not paid when due shall bear 
interest from the date due at the prime commercial rate of interest charged 
from time to time by Citibank N.A. plus two percent (2%) per annum, but not 
to exceed the maximum rate of interest allowable under the law (the "Agreed 
Rate"). Payment of such interest shall not excuse or cure any default by 
Tenant under this Lease.
39.10.	Binding Effect; Choice of Law. Except as expressly provided 
otherwise in this Lease, all of the provisions hereof shall be binding upon 
and inure to the benefit of the parties hereto and their respective heirs, 
legal representatives, successors and assigns. This Lease shall be governed 
by the laws of the State of California.
39.11.	WAIVER OF TRIAL BY JURY. LANDLORD AND TENANT EACH HEREBY 
WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY 
EITHER AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY 
WAY CONNECTED WITH THIS LEASE OR TENANT'S USE OR OCCUPANCY OF THE PREMISES, 
INCLUDING ANY CLAIM OF INJURY OR DAMAGE, AND ANY EMERGENCY AND OTHER 
STATUTORY REMEDY WITH RESPECT THERETO. LANDLORD AND TENANT ALSO AGREE THAT 
THE VENUE OF ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE IN THE 
CITY AND COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.
39.12.	Time; Rights Cumulative. Time is of the essence of this 
Lease and each and every provision hereof, except as may be expressly 
provided otherwise. All rights and remedies of the parties shall be 
cumulative and non-exclusive of any other remedy at law or in equity.
39.13.	Force Majeure. Any prevention, delay or stoppage due to 
strikes, lockouts, labor disputes, acts of God, inability to obtain 
services, labor, or materials or reasonable substitutes therefor, 
governmental actions, civil commotions, fire or other casualty, and other 
causes beyond the reasonable control of the party obligated to perform, 
except with respect to the obligations imposed with regard to Rent payable 
by Tenant pursuant to this Lease and with respect to the terms of Section 
12.7, Section 14.2, Article 18 and Article 19 of this Lease (collectively, 
a "Force Majeure"), notwithstanding anything to the contrary contained in 
this Lease, shall excuse the performance of such party for a period equal 
to any such prevention, delay or stoppage and, therefore, if this Lease 
specifies a time period for performance of an obligation of either party, 
that time period shall be extended by the period of any delay in such 
party's performance caused by a Force Majeure.
39.14.	Corporate Authority. If Landlord or Tenant is a corporation, 
each individual executing this Lease on behalf of Landlord and/or Tenant 
represents and warrants that he or she is duly authorized to execute and 
deliver this Lease on behalf of such party, and that such party is 
qualified to do business in the State of California, and shall deliver 
appropriate certification to that effect if requested.
39.15.	Partnership Authority. If Landlord or Tenant is a 
partnership, joint venture, or other unincorporated association, each 
individual executing this Lease on behalf of Landlord and/or Tenant 
represents that this Lease is binding on such party. Furthermore, such 
party agrees that the execution of any written consent hereunder, or of any 
written modification or termination of this Lease, by any general partner 
of such party or any other authorized agent of such party, shall be binding 
on such party.
39.16.	Submittal of Financial Statement. At any time and from time 
to time during the Term, within fifteen (15) days after request therefor by 
Landlord, Tenant shall supply to Landlord and/or any Mortgagee a current 
financial statement or such other financial information as may be required 
by any such party.
39.17.	Exhibits. All exhibits affixed to this Lease are a part 
hereof.
39.18.	Relationship of Parties. Nothing contained in this Lease 
shall be deemed or construed by the parties hereto or by any third party to 
create the relationship of principal and agent, partnership, joint venturer 
or any association between Landlord and Tenant.
39.19.	Application of Payments. Landlord shall have the right to 
apply payments received from Tenant pursuant to this Lease, regardless of 
Tenant's designation of such payments, to satisfy any obligations of Tenant 
hereunder, in such order and amounts as Landlord, in its sole discretion, 
may elect.
39.20.	No Warranty. In executing and delivering this Lease, Tenant 
has not relied on any representations, including, but not limited to, any 
representation as to the amount of any item comprising Expense or the 
amount of the Expense in the aggregate or that Landlord is furnishing the 
same services to other tenants, at all, on the same level or on the same 
basis, or any warranty or any statement of Landlord which is not set forth 
herein or in one or more of the exhibits attached hereto.
39.21.	Right to Lease. Landlord reserves the absolute right to 
effect such other tenancies in the Project as Landlord in the exercise of 
its sole business judgment shall determine to best promote the interests of 
the Building or Project.  Tenant does not rely on the fact, nor does 
Landlord represent, that any specific tenant or type or number of tenants 
shall, during the Lease Term, occupy any space in the Building or Project.
39.22.	Independent Covenants. This Lease shall be construed as 
though the covenants herein between Landlord and Tenant are independent and 
not dependent and Tenant hereby expressly waives the benefit of any statute 
to the contrary.
39.23.	Counterparts. This Lease may be executed in counterparts 
with the same effect as if both parties hereto had executed the same 
document.  All counterparts shall be construed together and shall 
constitute a single lease.
39.24.	Confidentiality. Tenant acknowledges that the content of 
this Lease and any related documents are confidential information.  Tenant 
shall keep such confidential information strictly confidential and shall 
not disclose such confidential information to any person or entity other 
than Tenant's financial, legal, and space planning consultants.
39.25.	Building Renovations. Except as expressly set forth in this 
Lease, it is specifically understood and agreed that Landlord has no 
obligation and has made no promises to alter, remodel, improve, renovate, 
repair or decorate the Premises, Building, or any part thereof and that no 
representations respecting the condition of the Premises or the Building 
have been made by Landlord to Tenant except as specifically set forth 
herein.  However, Tenant hereby acknowledges that Landlord is currently 
renovating or may during the Term renovate, improve, alter, or modify 
(collectively, the "Renovations") the Project and/or the Building, provided 
that such Renovations do not materially adversely affect Tenant's access to 
the Building or the Parking Facility or usage of the Premises.  Tenant 
hereby agrees that such Renovations shall in no way constitute a 
constructive eviction of Tenant nor, except as set forth in Section 12.7, 
above, entitle Tenant to any abatement of Rent.  Landlord shall have no 
responsibility or for any reason be liable to Tenant for any injury to or 
interference with Tenant's business arising from the Renovations, nor shall 
Tenant be entitled to any compensation or damages from Landlord for loss of 
the use of the whole or any part of the Premises or of Tenant's personal 
property or improvements resulting from the Renovations, or for any 
inconvenience or annoyance occasioned by such Renovations.
39.26	No Violation. Tenant hereby warrants and represents that 
neither its execution of nor performance under this Lease shall cause 
Tenant to be in violation of any agreement, instrument, contract, law, rule 
or regulation by which Tenant is bound, and Tenant shall protect, defend, 
indemnify and hold Landlord harmless against any claims, demands, losses, 
damages, liabilities, costs and expenses, including, without limitation, 
reasonable attorneys' fees and costs, arising from Tenant's breach of this 
warranty and representation.
39.27	Communications and Computer Lines. Tenant may install, 
maintain, replace, remove or use any communications or computer wires and 
cables (collectively, the "Lines") at the Building in or serving the 
Premises, provided that (i) Tenant shall obtain Landlord's prior written 
consent, use an experienced and qualified contractor approved in writing by 
Landlord, and comply with all of the other provisions of Articles 14 and 15 
of this Lease, (ii) the Lines therefor (including riser cables) shall be 
appropriately insulated to prevent excessive electromagnetic fields or 
radiation, and shall be surrounded by a protective conduit reasonably 
acceptable to Landlord, (iii) as a condition to permitting the installation 
of new Lines, Landlord may require that Tenant remove existing Lines 
located in or serving the Premises and repair any damage in connection with 
such removal, and (iv) Tenant shall pay all costs in connection therewith.  
Landlord reserves the right to require that Tenant remove any Lines located 
in or serving the Premises which are installed in violation of these 
provisions, or which are at any time in violation of any laws or represent 
a dangerous or potentially dangerous condition.
39.28	Development of the Project. 
39.28.1	Subdivision.  Landlord reserves the right to further 
subdivide all or a portion of the Project, provided that during the initial 
Term (i) any such subdivision will not materially affect Tenant's use and 
occupancy of the Premises, (ii) Landlord will not build any office 
buildings in that portion of the Project between the Building and Ocean 
Park Boulevard as marked on Exhibit A-1 (the "Frontage Area"), except that 
Landlord may construct one or more buildings in such Frontage Area, 
provided that each such building does not contain more than 10,000 usable 
square feet, replaces an existing building in such Frontage Area, and such 
replacement buildings shall not cause an additional decrease in view from 
the North side of the Building to Ocean Park Boulevard by more than 20% of 
the aggregate existing Northern frontage of the Building as identified in 
Exhibit A-1, (iii) there will be no material change made to the Parking 
Facility which would result in a material increase in the distance from the 
Building of Tenant's Parking Spaces, and (iv) Landlord agrees that it shall 
retain an entrance into the Parking Facility off of Thirty-First Street, 
and that such entrance shall, at all times during the Term, be located 
within the area indicated on Exhibit A-1 as the "Entrance Area.".  Tenant 
agrees to execute and deliver, upon demand by Landlord and in the form 
requested by Landlord, any additional documents needed to conform this 
Lease to the circumstances resulting from such subdivision, provided that 
Landlord pay for Tenant's reasonable costs of compliance with the terms of 
this Section 39.28.1.
39.28.2	The Other Improvements.  If portions of the Project or 
property adjacent to the Project (collectively, the "Other Improvements") 
are owned by an entity other than Landlord, Landlord, at its option, may 
enter into an agreement with the owner or owners of any or all of the Other 
Improvements to provide (i) for reciprocal rights of access and/or use of 
the Project and the Other Improvements, (ii) for the common management, 
operation, maintenance, improvement and/or repair of all or any portion of 
the Project and the Other Improvements, (iii) for the allocation of a 
portion of the Expenses to the Other Improvements and the operating 
expenses and taxes for the Other Improvements to the Project, and (iv) for 
the use or improvement of the Other Improvements and/or the Project in 
connection with the improvement, construction, and/or excavation of the 
Other Improvements and/or the Project.  Landlord agrees that any 
reallocation of expenses in connection with any such actions shall not 
disproportionately burden the Project or Building.  Nothing contained 
herein shall be deemed or construed to limit or otherwise affect Landlord's 
right to convey all or any portion of the Project or any other of 
Landlord's rights described in this Lease.
40.	RIGHT OF FIRST OFFER
40.1	Right of First Offer.  Landlord hereby grants to the Tenant 
originally named herein (the "Original Tenant") and its Affiliates a right 
of first offer with respect to the space located on the 3rd floor of the 
Building (the "First Offer Space").  Notwithstanding the foregoing, such 
first offer right of Tenant shall commence only following the expiration or 
earlier termination of the existing lease, if any, (including renewals) of 
the First Offer Space, and such right of first offer shall be subordinate 
to all rights of the "New Leases," as that term is defined in Section 40.1, 
below, (collectively, the "Superior Right Holders") with respect to such 
First Offer Space.  Tenant's right of first offer shall be on the terms and 
conditions set forth in this Section 40.1.
40.1.1	Procedure for Offer.  Landlord shall notify Tenant (the 
"First Offer Notice") within a reasonable time after the First Offer Space 
or any portion thereof becomes available for lease to third parties, 
provided that no Superior Right Holder wishes to lease such space.  
Notwithstanding anything in this Section 40.1.1 to the contrary, Landlord 
shall, in any event, deliver the First Offer Notice to Tenant prior to 
leasing the applicable First Offer Space to a third party, but in no event 
more than one (1) year prior to the date upon which the First Offer Space 
will be available for lease by Tenant.  The First Offer Notice shall 
describe the space so offered to Tenant and shall set forth the "First 
Offer Rent," as that term is defined in Section 40.1 below, and the other 
economic terms upon which Landlord is willing to lease such space to 
Tenant.
40.1.2	Procedure for Acceptance.  If Tenant wishes to exercise 
Tenant's right of first offer with respect to the space described in the 
First Offer Notice, then within five (5) business days of delivery of the 
First Offer Notice to Tenant, Tenant shall deliver notice to Landlord that 
Tenant either intends to or declines to exercise its right of first offer 
with respect to the entire space described in the First Offer Notice on the 
terms contained in such notice.  Tenant's failure to so notify Landlord 
within the five (5) business day period shall be deemed to be notice that 
Tenant declines to exercise it rights hereunder, and Landlord shall then be 
free to lease the space described in the First Offer Notice to anyone to 
whom Landlord desires on any terms Landlord desires (such leases 
consummated thereafter to be known as "New Leases").  Notwithstanding 
anything to the contrary contained herein, Tenant must elect to exercise 
its right of first offer, if at all, with respect to the lesser of (i) all 
of the space offered by Landlord to Tenant in the First Offer Notice, and 
(ii) ten thousand (10,000) square feet of the First Offer Space, provided 
that the portion of the First Offer Space which Tenant does not elect to 
lease under this Section 40.1.2 shall be in a marketable configuration, as 
determined by Landlord, in Landlord's reasonable discretion.  
40.1.3	First Offer Space Rent.  The Rent payable by Tenant for 
the First Offer Space (the "First Offer Rent") shall be equal to the "Fair 
Market Rent" for such space as of the First Offer Commencement Date.  For 
purposes of this Lease, the term "Fair Market Rent" shall mean the face or 
stated rate at which tenants are then leasing non-sublease, non-encumbered, 
non-equity space in the Project comparable in size, location and quality to 
the First Offer Space (or the Premises, when determining the "Option Rent", 
that term is defined in Section 41.2 of this Lease below), for a term equal 
to the then remaining Term (or, when determining the Option Rent, for a 
term of five (5) years), taking into consideration the following 
concessions: (a) rental abatement concessions, if any, being granted such 
tenants in connection with such comparable space, (b) tenant improvements 
or allowances provided or to be provided for such comparable space, taking 
into account, and deducting the value of, the existing improvements in the 
First Offer Space or Premises, as applicable, such value to be based upon 
the age, quality and layout of the improvements and the extent to which the 
same could be utilized by a general office user, and (c) other reasonable 
monetary concessions being granted such tenants in such comparable 
transactions; provided, however, that in calculating the Rent, (i) no 
consideration shall be given to the fact that Landlord is or is not 
required to pay a real estate brokerage commission in connection with 
Tenant's extension of the Term or the fact that landlords are or are not 
paying real estate brokerage commissions in connection with such comparable 
space, and (ii) in connection with the determination of the Option Rent, 
the Fair Market Rent shall not include any period of rental abatement, if 
any, granted to tenants in connection with the design, permitting and 
construction of tenant improvements in such comparable spaces.
40.1.4	Construction In First Offer Space.  Tenant shall take 
the First Offer Space in its "as is" condition, and the construction of 
improvements in the First Offer Space shall comply with the terms of 
Article 15 of this Lease.
40.1.5	Amendment to Lease.  If Tenant timely exercises 
Tenant's right to lease the First Offer Space as set forth herein, Landlord 
shall deliver to Tenant an amendment to this Lease adding such First Offer 
Space to the Premises upon the terms and conditions as set forth in the 
First Offer Notice and this Section 2.6, which amendment Tenant shall 
execute and deliver to Landlord within fifteen (15) days after Tenant's 
receipt thereof.  Notwithstanding the foregoing, Tenant's failure to 
execute such amendment shall not invalidate or cancel Tenant's lease of 
such First Offer Space.  Tenant shall commence payment of Rent for the 
First Offer Space, and the term of the First Offer Space shall commence 
upon the date of delivery of the First Offer Space to Tenant (the "First 
Offer Commencement Date") and terminate on the date set forth in the First 
Offer Notice.
40.1.6	Termination of Right of First Offer.  The rights 
contained in this Section 40.1 shall be personal to the Original Tenant, 
and may only be exercised by the Original Tenant or its Affiliate (and not 
any assignee, sublessee or other transferee of Tenant's interest in this 
Lease) if Tenant occupies the entire Premises.  The right of first offer 
granted herein shall terminate as to particular First Offer Space upon the 
failure by Tenant to exercise its right of first offer with respect to such 
First Offer Space as offered by Landlord.  Tenant shall not have the right 
to lease First Offer Space, as provided in this Section 40.1, if, as of the 
date of the attempted exercise of any right of first offer by Tenant, or as 
of the scheduled date of delivery of such First Offer Space to Tenant, 
Tenant is in default under this Lease.
41.	OPTION TERM
41.1	Option Right.  Landlord hereby grants Original Tenant herein, or 
its Affiliate, one (1) option to extend the Lease Term for a period of five 
(5) years (the "Option Term"), which option shall be exercisable only by 
written notice delivered by Tenant to Landlord as provided below, provided 
that, as of the date of delivery of such notice, Tenant is not in default 
under this Lease, after expiration of any applicable cure periods.  Upon 
the proper exercise of such option to extend, and provided that, as of the 
end of the initial Lease Term, Tenant is not in default under this Lease 
the Lease Term, after expiration of any applicable cure periods, as it 
applies to the Premises, including any first Offer Space then leased by 
Tenant, shall be extended for a period of five (5) years.  The rights 
contained in this Section 41 shall be personal to Original Tenant and its 
Affiliates and may only be exercised by Tenant (and not any assignee, 
sublessee or other transferee of Tenant's interest in this Lease) if Tenant 
occupies the entire Premises.
41.2	Option Rent.  The Rent payable by Tenant during the Option Term 
(the "Option Rent") shall be equal to the greater of (i) the Rent being 
paid by Tenant under this Lease at the expiration of the initial Lease 
Term, and (ii) ninety-five percent (95%) of the Fair Market Rent for the 
Premises, as determined pursuant to Section 40.1.3.
41.3	Exercise of Options.  The option contained in this Section 41 
shall be exercised by Tenant, if at all, and only in the following manner:  
(i) Tenant shall deliver written notice to Landlord not more than twelve 
(12) months nor less than nine (9) months prior to the expiration of the 
initial Lease Term, stating that Tenant is interested in exercising its 
option; (ii) Landlord, after receipt of Tenant's notice, shall deliver 
notice (the "Option Rent Notice") to Tenant on or before the date which is 
the later of (a) the date which is thirty (30) days after Landlord's 
receipt of the Option Interest Notice, and (b) the date which is eight (8) 
months prior to the expiration of the initial Lease Term, setting forth the 
Option Rent and any material economic concessions contained as a part of 
such Option Rent; and (iii) if Tenant wishes to exercise such option, 
Tenant shall, on or before the date occurring thirty (30) days after 
Tenant's receipt of the Option Rent Notice, exercise the option by 
delivering written notice thereof to Landlord.  In the event Tenant fails 
to timely exercise the option, Tenant's option to extend the Term shall 
terminate and be of no further force or effect.
42.	INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS
42.1	This Lease contains all of the agreements of the parties hereto 
with respect to any matter covered or mentioned in this Lease, and no prior 
agreement, negotiations, brochures, arrangements, or understanding 
pertaining to any such matter shall be effective for any purpose unless 
expressed herein.  No provisions of this Lease may be amended or added to 
except by an agreement in writing signed by the parties hereto or their 
respective successors in interest.
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of 
the day and year first above written.


LANDLORD:
BARCLAY-CURCI INVESTMENT COMPANY, 
a California general partnership,
By:  SC ENTERPRISES, 
     a California limited partnership,  
     general partner
By:					
     SHURL CURCI,
     general partner
     
TENANT:
ACTIVISION, INC., 
a Delaware corporation
By:						
      Its:						
By:						
      Its:						


EXHIBIT A
DEPICTION OF PREMISE




EXHIBIT A-1
OUTLINE OF PROJECT

EXHIBIT B
VERIFICATION OF TERM AND INITIAL RENT
RE:   Lease dated ____________________  
between ________________________________________
_______________________________ ("Landlord") and 						
	
 ("Tenant") for premises in 										
Tenant hereby verifies that the information stated below is correct 
and further acknowledges and accepts possession of the Premises.
Commencement Date:							
Termination Date:							
Options:									
Initial Rent:								
Address for Notices:							
Billing Address:								
									
									
									
ATTN:									
Telephone:(     )								
Federal Tax ID								
By: 					
Title: 					
Date:				, 19	

EXHIBIT C
TENANT WORK LETTER
This Tenant Work Letter shall set forth the terms and conditions 
relating to the construction of the Premises.  This Tenant Work Letter is 
essentially organized chronologically and addresses the issues of the 
construction of the Premises, in sequence, as such issues will arise during 
the actual construction of the Premises.  All references in this Tenant 
Work Letter to Articles or Sections of "this Lease" shall mean the relevant 
portions of the Office Lease to which this Tenant Work Letter is attached 
as Exhibit C, and all references in this Tenant Work Letter to Sections of 
"this Tenant Work Letter" shall mean the relevant portions of Sections 1 
through 6 of this Tenant Work Letter.
SECTION 1
DELIVERY OF THE PREMISES AND BASE BUILDING
1.1	Base Building.  On or before January 13, 1997, Landlord, at 
Landlord's sole cost and expense, shall deliver the "Base Building," as 
that term is defined below, to Tenant in accordance with the terms of this 
Section 1.  Except as otherwise set forth in this Lease or this Tenant Work 
Letter, Tenant shall accept the Premises and Base Building from Landlord in 
their existing "as-is" condition as of the delivery of the Premises and 
Base Building from Landlord to Tenant, however (i) the systems and 
equipment in the Base Building, including HVAC, electrical, plumbing, 
sprinkler, life-safety, and elevator systems shall be in reasonable working 
order and condition, and (ii) the Base Building shall comply with 
applicable handicap access requirements and Title 24 regulations, and all 
other applicable laws and regulations, enacted and applicable to the 
Building as of the date of this Lease for unoccupied, raw space 
(collectively, "Code") including, as required, core bathrooms, core 
stairwells, core elevator panels and areas external to the Building.  The 
"Base Building" shall consist of the basic structure of the Building, 
including, but not limited to, (i) the floor slabs, (ii) the exterior 
structural walls, (iii) the roof including the roof structure and membrane, 
(iv) that portion of the HVAC system consisting of the existing roof-top 
HVAC equipment and the vertical shafts (specifically excluding extensions 
off of the vertical shafts) (the "Base Building HVAC") (v) the existing 
base building electrical system, consisting of main switch gear, 
transformers and electrical panels in electrical rooms of the Building, and 
(vi) the existing Building elevator systems.
1.2	Landlord Work.  Tenant acknowledges that Landlord may also 
perform certain work, including the construction of the "Facade 
Modifications," as that term is defined below (collectively, the "Landlord 
Work"), as well as certain improvements to the Base Building, as required 
by Section 1.1, above (the "Base Building Work"), at the same time that the 
Tenant Improvements are being constructed by Tenant and that no 
inconvenience to Tenant or the "Tenant Parties", as that term is defined in 
Section 4.1.2, below, resulting from such Landlord Work (including as 
caused by Landlord's use of non-union labor in connection therewith) shall 
entitle Tenant to any abatement of rent, nor shall it be a "Lease 
Commencement Date Delay," as that term is defined in Section 5.1, below, 
provided that Landlord hereby agrees to use commercially reasonable efforts 
not to materially interfere with the construction of the Tenant 
Improvements by its construction of the Additional Landlord Work and Base 
Building Work, and agrees that Landlord shall not deny Tenant reasonable 
access to the Premises as a result of any Landlord Work, and such Landlord 
Work and Base Building Work shall be completed by the Lease Commencement 
Date.
SECTION 2
TENANT IMPROVEMENTS
2.1  Tenant Improvement Allowance.  Tenant shall be entitled to a one-
time tenant improvement allowance (the "Tenant Improvement Allowance") in 
the amount of One Million Six Hundred Fifty-One Thousand Four Hundred 
Seventy-Five and 62/100 Dollars ($1,651,475.62) for the costs relating to 
the design and construction of Tenant's improvements, which are permanently 
affixed to the Premises (the "Tenant Improvements"), as well as for the 
costs of construction of two (2) public lobby areas on the first floor of 
the Building (including one lobby area at the entrance to the Building, and 
another at the rear of the Building allowing access to the existing 
elevator at the rear of the Building), and the finishes of the interiors of 
the existing Building elevators (collectively, the "Public Area 
Construction").  The plans and specifications for such Public Area 
Construction shall be mutually agreed upon by Landlord and Tenant and 
included as part of the Construction Drawings.  The Public Area 
Construction shall be completed by Tenant, at Tenant's sole cost and 
expense (which costs may be deducted from the Tenant Improvement Allowance) 
in the same manner and in conjunction with Tenant's construction of the 
Tenant Improvements and for the purposes of this Tenant Work Letter only, 
such Public Area Construction shall be deemed to be a part of the Tenant 
Improvements.  Additionally, Tenant may, at its option, cause Landlord to 
construct modifications to the front facade of the Building (the "Facade 
Modification").  Such Facade Modification shall be at Tenant's sole cost 
and expense, which cost may be deducted from an additional Two Hundred 
Thousand Dollar ($200,000.00) allowance (the "Additional Allowance").  If 
Tenant desires to cause Landlord to construct the Facade Modification, 
Tenant shall submit plans for the same to Landlord on or before January 15, 
1997, and any Facade Modification shall be mutually agreed upon by Landlord 
and Tenant, and subject to Landlord's prior approval, which may be withheld 
in Landlord's sole discretion, and shall furthermore comply with all 
applicable law regarding the same.  Any amounts of the Additional Allowance 
which are not used as part of the Facade Modification shall be added to the 
Tenant Improvement Allowance.  Except in connection with  the Landlord Work 
and Landlord's delivery of the Base Building, in no event shall Landlord be 
obligated to make disbursements pursuant to this Tenant Work Letter in a 
total amount which exceeds the Tenant Improvement Allowance, the Additional 
Allowance and "Landlord's Drawing Contribution," as that term is defined 
below.
2.2	Disbursement of the Tenant Improvement Allowance.
2.2.1  Tenant Improvement Allowance Items.  Except as otherwise 
set forth in this Tenant Work Letter, the Tenant Improvement Allowance 
shall be disbursed by Landlord only for the following items and costs 
(collectively the "Tenant Improvement Allowance Items"):
2.2.1.1  Payment of the fees of the "Architect" and the 
"Engineers," as those terms are defined in Section 3.1 of this Tenant Work 
Letter, which fees shall, notwithstanding anything to the contrary 
contained in this Tenant Work Letter, not exceed an aggregate amount equal 
to $3.00 per usable square foot of the Premises;
2.2.1.2  The payment of plan check, permit and license fees 
relating to construction of the Tenant Improvements;
2.2.1.3  The cost of construction of the Tenant 
Improvements, which shall include testing and inspection costs, hoisting 
and trash removal costs, and contractors' fees and general conditions;
2.2.1.4  The cost of any changes in the Base Building when 
such changes are required by the Construction Drawings or by Code 
(including if such changes are due to the fact that such work is prepared 
on an unoccupied, raw basis), such cost to include all direct architectural 
and/or engineering fees and expenses incurred in connection therewith;
2.2.1.5  The cost of any changes to the Construction 
Drawings or Tenant Improvements required by Code;
2.2.1.6  The cost of the "Coordination Fee," as that term is 
defined in Section 4.2.2 of this Tenant Work Letter;
2.2.1.7  Sales and use taxes and Title 24 fees; and
2.2.1.8  All other costs to be expended by Tenant in 
connection with the construction of the Tenant Improvements except those 
costs for which Tenant is not obligated under this Tenant Work Letter.
2.2.1.9  Payment of the fees for the construction manager.
2.2.2  Disbursement of Tenant Improvement Allowance.  During the 
construction of the Tenant Improvements, Landlord shall make monthly 
disbursements of the Tenant Improvement Allowance for Tenant Improvement 
Allowance Items for the benefit of Tenant and shall authorize the release 
of monies for the benefit of Tenant as follows.
2.2.2.1  Monthly Disbursements.  On or before the twenty-
fifth (25th) day of each calendar month, as determined by Landlord, during 
the construction of the Tenant Improvements (or such other date as Landlord 
may designate), Tenant shall deliver to Landlord:  (i) a request for 
payment of the "Contractor," as that term is defined in Section 4.1 of this 
Tenant Work Letter, approved by Tenant, in a form to be provided by 
Landlord, showing the schedule, by trade, of percentage of completion of 
the Tenant Improvements in the Premises, detailing the portion of the work 
completed and the portion not completed; (ii) invoices from all of 
"Tenant's Parties," as that term is defined in Section 4.1.2 of this Tenant 
Work Letter, for labor rendered and materials delivered to the Premises; 
(iii) executed conditional and unconditional mechanic's lien releases, as 
appropriate, from all of Tenant's Parties which shall comply with the 
appropriate provisions, as reasonably determined by Landlord, of California 
Civil Code Section 3262(d); and (iv) all other information reasonably 
requested by Landlord.  As between Landlord and Tenant, Tenant's request 
for payment shall be deemed Tenant's acceptance and approval of the work 
furnished and/or the materials supplied as set forth in Tenant's payment 
request.  After Tenant's proper delivery to Landlord of all of the items 
listed above, Landlord shall, prior to the end of the month following 
Landlord's receipt of the same, deliver a check to Tenant made jointly 
payable to Contractor and Tenant in payment of the lesser of:  (A) the 
amounts so requested by Tenant, as set forth in this Section 2.2.2.1, 
above, less a ten percent (10%) retention (the aggregate amount of such 
retentions to be known as the "Final Retention"), and (B) the balance of 
any remaining available portion of the Tenant Improvement Allowance (not 
including the Final Retention), provided that Landlord does not dispute any 
request for payment based on non-compliance of any work with the "Approved 
Working Drawings," as that term is defined in Section 3.4 below, or due to 
any substandard work.  Landlord's payment of such amounts shall not be 
deemed Landlord's approval or acceptance of the work furnished or materials 
supplied as set forth in Tenant's payment request.
2.2.2.2  Final Retention.  Subject to the provisions of this 
Tenant Work Letter, a check for the Final Retention payable jointly to 
Tenant and Contractor shall be delivered by Landlord to Tenant following 
the completion of construction of the Premises, provided that (i) Tenant 
delivers to Landlord properly executed mechanics lien releases in 
compliance with both California Civil Code Section 3262(d)(2) and either 
Section 3262(d)(3) or Section 3262(d)(4), (ii) Landlord has reasonably 
determined that no substandard work exists which adversely affects the 
mechanical, electrical, plumbing, heating, ventilating and air 
conditioning, life-safety or other systems of the Building, the curtain 
wall of the Building, the structure or exterior appearance of the Building, 
or any other tenant's use of such other tenant's leased premises in the 
Building (however, Landlord agrees that it shall withhold only the amount 
necessary to remedy such substandard work), (iii) Architect delivers to 
Landlord a certificate, in a form reasonably acceptable to Landlord, 
certifying that the construction of the Tenant Improvements in the Premises 
has been substantially completed, and (iv) all close-out materials, as set 
forth in Schedule 1, attached hereto, have been delivered to Landlord.
2.2.2.3  Other Terms.  Landlord shall only be obligated to 
make disbursements from the Tenant Improvement Allowance to the extent 
costs are incurred by Tenant for Tenant Improvement Allowance Items.  
Notwithstanding anything else in this Lease, Landlord shall not be 
obligated to make disbursements from the Tenant Improvement Allowance for 
 any item or cost which is not a Tenant Improvement Allowance Item, which 
item, cost, or work shall be at Tenant's sole cost and expense.  All Tenant 
Improvements shall be deemed Landlord's property under the terms of this 
Lease.  However, prior to the end of the Term, Tenant shall remove all 
telephone and data equipment conduit and cabling.
2.3	Standard Tenant Improvement Package.  Landlord has established 
specifications (the "Specifications") for the Building standard components 
to be used in the construction of the Tenant Improvements in the Premises 
(collectively, the "Standard Improvement Package"), which Specifications 
are set forth in Schedule 2, attached hereto.  The quality of Tenant 
Improvements shall be equal to the quality of the Specifications, unless 
otherwise approved by Landlord in connection with the Construction 
Drawings, provided that the Tenant Improvements shall comply with certain 
Specifications as designated by Landlord.  Landlord may make changes to the 
Specifications for the Standard Improvement Package from time to time.
2.4	Unused Tenant Improvement Allowance.  Except as otherwise 
expressly set forth in this Tenant Work Letter, Landlord shall have no 
obligation to pay any portion of the Tenant Improvement Allowance (not 
including the Final Retention) which has not been paid or requested or 
committed to be paid after the completion of construction of the Premises.
2.5	Failure to Disburse Tenant Improvement Allowance.  In the event 
that Landlord fails to fulfill its obligation to disburse the Tenant 
Improvement Allowance in accordance with the terms of Section 2.2, above, 
following a proper request for payment by Tenant made in accordance with 
the terms of Section 2.2.2.1, above, within thirty (30) days after notice 
from Tenant of such failure and Landlord's failure to cure in such period, 
Tenant shall have the right to disburse such amount upon five (5) business 
days additional notice to Landlord that Tenant is making such disbursement.  
Notwithstanding the foregoing, in no event shall Tenant have the right to 
make such disbursement if Landlord notifies Tenant that Landlord disputes, 
in good faith, any portion of a payment request relating to the amount 
withheld by Landlord.  Any amounts disbursed by Tenant pursuant to this 
Section 2.5 shall be reimbursed by Landlord to Tenant, or, if not 
reimbursed as of the Commencement Date, may be offset by Tenant against the 
Basic Rent first due and payable under the Lease.
SECTION 3
CONSTRUCTION DRAWINGS
3.1  Selection of Architect/Construction Drawings.  Tenant has 
retained Interior Spaces International (the "Architect") to prepare the 
"Construction Drawings," as that term is defined in this Section 3.1.  
Landlord shall pay, as a cost ("Landlord's Drawing Contribution") not to be 
deducted from the Tenant Improvement Allowance, an amount of $0.10 per 
rentable square foot of the Premises (Nine Thousand Eight Hundred and 
No/100ths Dollars ($9,800.00)), for the cost of the preliminary space plan 
for the Premises.  Tenant shall retain independent, licensed engineering 
consultants approved in advance by Landlord (the "Engineers") to prepare 
all plans and engineering working drawings relating to the structural, 
mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work in 
the Premises, and other affected areas of the Building.  The plans and 
drawings to be prepared by Architect and the Engineers hereunder shall be 
known collectively as the "Construction Drawings."  All Construction 
Drawings shall comply with the drawing format and specifications determined 
by Landlord, and shall be subject to Landlord's reasonable approval.  
Tenant and Architect shall verify, in the field, the dimensions and 
conditions as shown on the relevant portions of the base building plans, 
and Tenant and Architect shall be solely responsible for the same, and 
Landlord shall have no responsibility in connection therewith.  Landlord's 
review of the Construction Drawings as set forth in this Section 3, shall 
be for its sole purpose and shall not imply Landlord's review of the same, 
or obligate Landlord to review the same, for quality, design, Code 
compliance or other like matters.  Accordingly, notwithstanding that any 
Construction Drawings are reviewed by Landlord or its space planner, 
architect, engineers and consultants, and notwithstanding any advice or 
assistance which may be rendered to Tenant by Landlord or Landlord's space 
planner, architect, engineers, and consultants, Landlord shall have no 
liability whatsoever in connection therewith and shall not be responsible 
for any omissions or errors contained in the Construction Drawings, and 
Tenant's waiver and indemnity set forth in this Lease shall specifically 
apply to the Construction Drawings.
3.2	Final Space Plan.  Tenant shall supply Landlord with four (4) 
copies signed by Tenant of its final space plan for the Premises before any 
architectural working drawings or engineering drawings have been commenced.  
The final space plan (the "Final Space Plan") shall include a layout and 
designation of all offices, rooms and other partitioning, their intended 
use, and equipment to be contained therein.  Landlord may request 
clarification or more specific drawings for special use items not included 
in the Final Space Plan.  Landlord shall advise Tenant within five (5) 
business days after Landlord's receipt of the Final Space Plan for the 
Premises if the same is unsatisfactory or incomplete in any respect, 
provided that Landlord shall only disapprove the Final Space Plan for 
reasonable and material reasons, such as (i) an adverse effect on the 
structural integrity of the Building; (ii) non-compliance with Code; (iii) 
an adverse effect of the systems and equipment of the Building, or (iv) any 
effect on the exterior appearance of the Building (items (i) through (iv), 
individually or collectively, a "Design Problem").  Landlord agrees that it 
shall use reasonable diligence to attempt to complete its review in fewer 
than seven business days.  If Tenant is so advised, Tenant shall promptly 
cause the Final Space Plan to be revised to correct any deficiencies or 
other matters Landlord may reasonably require.
3.3	Final Working Drawings.  After the Final Space Plan has been 
approved by Landlord, Tenant shall supply the Engineers with a complete 
listing of standard and non-standard equipment and specifications, 
including, without limitation, B.T.U. calculations, electrical requirements 
and special electrical receptacle requirements for the Premises, to enable 
the Engineers and the Architect to complete the "Final Working Drawings" 
(as that term is defined below) in the manner as set forth below.  Upon the 
approval of the Final Space Plan by Landlord and Tenant, Tenant shall 
promptly cause the Architect and the Engineers to complete the 
architectural and engineering drawings for the Premises, and Architect 
shall compile a fully coordinated set of architectural, structural, 
mechanical, electrical and plumbing working drawings in a form which is 
complete to allow subcontractors to bid on the work and to obtain all 
applicable permits (collectively, the "Final Working Drawings") and shall 
submit the same to Landlord for Landlord's approval.  Tenant shall supply 
Landlord with four (4) copies signed by Tenant of such Final Working 
Drawings.  Landlord shall advise Tenant within ten (10) business days after 
Landlord's receipt of the Final Working Drawings for the Premises if the 
same is unsatisfactory or incomplete in any respect, provided that Landlord 
shall only disapprove the Final Working Drawings for reasonable and 
material reasons, such as if the same do not comply with the Final Space 
Plan or contain a Design Problem.  Landlord agrees that it shall work with 
reasonable diligence to complete its review of the Final Working Drawings 
in fewer than ten (10) business days.  If Tenant is so advised, Tenant 
shall immediately revise the Final Working Drawings in accordance with such 
review and any disapproval of Landlord in connection therewith.
3.4  Approved Working Drawings.  The Final Working Drawings shall be 
approved by Landlord (the "Approved Working Drawings") prior to the 
commencement of construction of the Premises by Tenant.  After approval by 
Landlord of the Final Working Drawings, Tenant may submit the same to the 
appropriate municipal authorities for all applicable building permits.  
Tenant hereby agrees that neither Landlord nor Landlord's consultants shall 
be responsible for obtaining any building permit or certificate of 
occupancy for the Premises and that obtaining the same shall be Tenant's 
responsibility; provided, however, that Landlord shall cooperate with 
Tenant in executing permit applications and performing other ministerial 
acts reasonably necessary to enable Tenant to obtain any such permit or 
certificate of occupancy.  No changes, modifications or alterations in the 
Approved Working Drawings may be made without the prior written consent of 
Landlord, which consent may not be unreasonably withheld.
3.5  Change Orders.
3.5.1	Changes to Approved Working Drawings.  In the event 
that Tenant requests any changes or substitutions to the Approved Working 
Drawings ("Changes"), Landlord shall not unreasonably withhold or condition 
its consent to any such Changes, and shall grant its consent to such 
Changes within five (5) business days after Landlord's receipt of Tenant's 
request for the same, provided the Change does not create a Design Problem.
3.5.2	Change Order Bids.  In connection with any request for 
a Change initiated by Tenant or by any governmental agency or official, 
Landlord, Tenant, Architect and, to the extent appropriate, the Engineers 
shall coordinate to obtain from Contractor at the earliest time possible a 
binding change order proposal setting forth the fixed amount of increase, 
if any, or decrease, if any, in the "Final Costs," as that term is defined 
in Section 4.2.1, below, and the extension of time, if any, requested by 
Contractor to cause the substantial completion of the Premises to occur by 
reason of such proposed Change.  Tenant shall control the design, subject 
to the approval of Landlord, which approval shall not be unreasonably 
withheld, conditioned, or delayed if such change does not contain a Design 
Problem or Design Problems, of any governmentally initiated Change that 
modifies the Tenant Improvements.  
SECTION 4
CONSTRUCTION OF THE TENANT IMPROVEMENTS
4.1  Tenant's Selection of Contractors.
4.1.1  The General Contractor.  Tenant shall retain Turelk 
Construction (the "Contractor") to construct the Tenant Improvements.  
Tenant shall submit copies of Contractor's bid to Landlord for review and 
comment prior to Tenant's execution of the final "Contract" as that term is 
defined below.
4.1.2  Tenant's Parties.  All subcontractors, laborers, 
materialmen, and suppliers used by Tenant (such subcontractors, laborers, 
materialmen, and suppliers, and the Contractor to be known collectively as 
"Tenant's Parties") must be approved in writing by Landlord prior to 
Tenant's execution of the final Contract, which approval shall not be 
unreasonably withheld or delayed.  If Landlord does not approve any of 
Tenant's proposed subcontractors, laborers, materialmen or suppliers, 
Tenant shall submit other proposed subcontractors, laborers, materialmen or 
suppliers for Landlord's written approval.
4.2  Construction of Tenant Improvements by Tenant's Parties.
4.2.1  Construction Contract; Cost Budget.  Prior to Tenant's 
execution of the construction contract and general conditions with 
Contractor (the "Contract"), Tenant shall submit the Contract to Landlord 
for its approval, which approval shall not be unreasonably withheld or 
delayed.  Prior to the commencement of the construction of the Tenant 
Improvements, and after Tenant has accepted all bids for the Tenant 
Improvements, Tenant shall provide Landlord with a detailed breakdown, by 
trade, of the final costs to be incurred or which have been incurred, as 
set forth more particularly in Sections 2.2.1.1 through 2.2.1.9, above, in 
connection with the design and construction of the Tenant Improvements 
pursuant to the Approved Working Drawings to be performed by or at the 
direction of Tenant or the Contractor, which costs shall be used by 
Landlord to determine the final costs of the construction of the Tenant 
Improvements (the "Final Costs").  If the amount of the Final Costs is 
greater than the amount of the remaining Tenant Improvement Allowance 
(after excluding the amount of such allowance expended in connection with 
the preparation of the Construction Drawings, and the cost of all other 
Tenant Improvement Allowance Items incurred prior to the commencement of 
construction of the Tenant Improvements) (the "Over-Allowance Amount") then 
Tenant shall pay a percentage of each amount disbursed by Landlord to the 
Contractor or otherwise disbursed under this Tenant Work Letter, which 
percentage shall be equal to the Over-Allowance Amount divided by the 
amount of the Final Costs, and such payment by Tenant ("Over-Allowance 
Payment") shall be a condition to Landlord's obligation to pay any amounts 
of Tenant Improvement Allowance.  In the event that, after Landlord's 
determination of the Final Costs has been delivered by Landlord to Tenant, 
the costs relating to the design and construction of the Tenant 
Improvements shall increase to an amount in excess of the Tenant 
Improvement Allowance, Tenant shall make payments for such additional costs 
out of its own funds, but Tenant shall continue to provide Landlord with 
the documents described in Sections 2.2.2.1 (i), (ii), (iii) and (iv) of 
this Tenant Work Letter, above, for Landlord's approval, prior to Tenant 
paying such costs.  To the extent that the aggregate amount of Over-
Allowance Payments exceeds the Over-Allowance Amount (the "Refund Amount"), 
then Landlord shall refund to Tenant the amount of any such Refund Amount.
4.2.2  Tenant's Parties.
4.2.2.1  Landlord's General Conditions for Tenant's Parties 
and Tenant Improvement Work.  Tenant's and Tenant's Parties' construction 
of the Tenant Improvements shall comply with the following:  (i) the Tenant 
Improvements shall be constructed in strict accordance with the Approved 
Working Drawings; (ii) Tenant's Parties shall submit schedules of all work 
relating to the Tenant's Improvements to Contractor and Contractor shall, 
within five (5) business days of receipt thereof, inform Tenant's Parties 
of any changes which are necessary thereto, and Tenant's Parties shall 
adhere to such corrected schedule; and (iii) Tenant shall abide by all 
rules made by Landlord's Building manager with respect to the use of 
freight, loading dock and service elevators, storage of materials, 
coordination of work with the contractors of other tenants, and any other 
matter in connection with this Tenant Work Letter, including, without 
limitation, the construction of the Tenant Improvements.  Tenant 
acknowledges that Landlord has standard contractor conditions, procedures, 
and rules which will be delivered to Contractor and with which Contractor 
must strictly comply.  Tenant shall pay a logistical coordination fee (the 
"Coordination Fee") to Landlord in an amount equal to the product of 
(i) three percent (3%) and (ii) the Tenant Improvement Allowance (not 
including $125,000.00 of the Tenant Improvement Allowance allocated to 
demolition of the Premises).
4.2.2.2  Indemnity.  Tenant's indemnity of Landlord as set 
forth in this Lease shall also apply with respect to any and all costs, 
losses, damages, injuries and liabilities related in any way to any act or 
omission of Tenant or Tenant's Parties, or anyone directly or indirectly 
employed by any of them, or in connection with Tenant's non-payment of any 
amount arising out of the Tenant Improvements and/or Tenant's disapproval 
of all or any portion of any request for payment.  Such indemnity by 
Tenant, as set forth in this Lease, shall also apply with respect to any 
and all costs, losses, damages, injuries and liabilities related in any way 
to Landlord's performance of any non-negligent ministerial acts reasonably 
necessary (i) to permit Tenant to complete the Tenant Improvements, and 
(ii) to enable Tenant to obtain any building permit or certificate of 
occupancy for the Premises.
4.2.2.3  Requirements of Tenant's Parties.  Each of Tenant's 
Parties shall guarantee to Tenant and for the benefit of Landlord that the 
portion of the Tenant Improvements for which it is responsible shall be 
free from any defects in workmanship and materials for a period of not less 
than one (1) year from the date of completion thereof.  Each of Tenant's 
Parties shall be responsible for the replacement or repair, without 
additional charge, of all work done or furnished in accordance with its 
contract that shall become defective within one (1) year after the later to 
occur of (i) completion of the work performed by such contractor or 
subcontractors and (ii) the Lease Commencement Date.  The correction of 
such work shall include, without additional charge, all additional expenses 
and damages incurred in connection with such removal or replacement of all 
or any part of the Tenant Improvements, and/or the Building and/or common 
areas, if applicable, that may be damaged or disturbed thereby.  All such 
warranties or guarantees as to materials or workmanship of or with respect 
to the Tenant Improvements shall be contained in the Contract or 
subcontract and shall be written such that such guarantees or warranties 
shall inure to the benefit of both Landlord and Tenant, as their respective 
interests may appear, and can be directly enforced by either.  Tenant 
covenants to give to Landlord any assignment or other assurances which may 
be necessary to effect such right of direct enforcement.
4.2.2.4  Insurance Requirements.
4.2.2.4.1  General Coverages.  All of Tenant's Parties 
shall carry worker's compensation insurance covering all of their 
respective employees, and shall also carry public liability insurance, 
including property damage, all with limits, in form and with companies 
as are required to be carried by Tenant as set forth in this Lease.
4.2.2.4.2  Special Coverages.  Tenant shall carry 
"Builder's All Risk" insurance in an amount approved by Landlord 
covering the construction of the Tenant Improvements, and such other 
insurance as Landlord may reasonably require, it being understood and 
agreed that the Tenant Improvements shall be insured by Tenant 
pursuant to this Lease immediately upon completion thereof.  Such 
insurance shall be in amounts and shall include such extended coverage 
endorsements as may be reasonably required by Landlord including, but 
not limited to, the requirement that all of Tenant's Parties shall 
carry excess liability and Products and Completed Operation Coverage 
insurance, each in amounts not less than $1,000,000 per incident, 
$2,000,000 in aggregate, and in form and with companies as are 
required to be carried by Tenant as set forth in this Lease.
4.2.2.4.3  General Terms.  Certificates for all 
insurance carried pursuant to this Section 4.2.2.4 shall be delivered 
to Landlord before the commencement of construction of the Tenant 
Improvements and before the Contractor's equipment is moved onto the 
site.  All such policies of insurance must contain a provision that 
the company writing said policy will give Landlord thirty (30) days 
prior written notice of any cancellation or lapse of the effective 
date or any reduction in the amounts of such insurance.  In the event 
that the Tenant Improvements are damaged by any cause during the 
course of the construction thereof, Tenant shall immediately repair 
the same at Tenant's sole cost and expense, provided that Landlord 
agrees to make any proceeds from Tenant's or Tenant's Parties' 
insurance policies on which Landlord is named as an additional insured 
available to Tenant for such repair.  Tenant's Parties shall maintain 
all of the foregoing insurance coverage in force until the Tenant 
Improvements are fully completed and accepted by Landlord, except for 
any Products and Completed Operation Coverage insurance required by 
Landlord, which is to be maintained for ten (10) years following 
completion of the work and acceptance by Landlord and Tenant.  All 
policies carried under this Section 4.2.2.4 shall insure Landlord and 
Tenant, as their interests may appear, as well as Contractor and 
Tenant's Parties.  All insurance, except Workers' Compensation, 
maintained by Tenant's Parties shall preclude subrogation claims by 
the insurer against anyone insured thereunder.  Such insurance shall 
provide that it is primary insurance as respects the owner and that 
any other insurance maintained by owner is excess and noncontributing 
with the insurance required hereunder.  The requirements for the 
foregoing insurance shall not derogate from the provisions for 
indemnification of Landlord by Tenant under Section 4.2.2.2 of this 
Tenant Work Letter.  Landlord agrees that, so long as Original Tenant 
remains the Tenant under this Lease, and no material change in 
circumstances has otherwise occurred with respect to Tenant or this 
Lease, Landlord shall not 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 
the Tenant Improvements and naming Landlord as a co-obligee.
4.2.3  Governmental Compliance.  The Tenant Improvements shall 
comply in all respects with the following:  (i) the Code and other state, 
federal, city or quasi-governmental laws, codes, ordinances and 
regulations, as each may apply according to the rulings of the controlling 
public official, agent or other person; (ii) applicable standards of the 
American Insurance Association (formerly, the National Board of Fire 
Underwriters) and the National Electrical Code; and (iii) building material 
manufacturer's specifications.
4.2.4  Inspection by Landlord.  Landlord shall have the right to 
inspect the Tenant Improvements at all times, provided however, that 
Landlord's failure to inspect the Tenant Improvements shall in no event 
constitute a waiver of any of Landlord's rights hereunder nor shall 
Landlord's inspection of the Tenant Improvements constitute Landlord's 
approval of the same.  Should Landlord disapprove any portion of the Tenant 
Improvements, Landlord shall notify Tenant in writing of such disapproval 
and shall specify the items disapproved and the reasons for such 
disapproval.  Any defects or deviations in, and/or disapproval by Landlord 
of, the Tenant Improvements shall be rectified by Tenant at no expense to 
Landlord, provided however, that in the event Landlord determines that a 
defect or deviation exists or disapproves of any matter in connection with 
any portion of the Tenant Improvements and such defect, deviation or matter 
might adversely affect the mechanical, electrical, plumbing, heating, 
ventilating and air conditioning or life-safety systems of the Building, 
the structure or exterior appearance of the Building or any other tenant's 
use of such other tenant's leased premises, Landlord may take such action 
as Landlord deems necessary, at Tenant's expense and without incurring any 
liability on Landlord's part, to correct any such defect, deviation and/or 
matter, including, without limitation, causing the cessation of performance 
of the construction of the Tenant Improvements until such time as the 
defect, deviation and/or matter is corrected to Landlord's satisfaction.
4.2.5  Meetings.  Commencing upon the execution of this Lease, 
Tenant shall hold weekly meetings at a reasonable time, with the Architect 
and the Contractor regarding the progress of the preparation of 
Construction Drawings and the construction of the Tenant Improvements, 
which meetings shall be held at a location in the Project, and Landlord 
and/or its agents shall receive prior notice of, and shall have the right 
to attend, all such meetings, and, upon Landlord's request, certain of 
Tenant's Parties shall attend such meetings.  In addition, minutes shall be 
taken at all such meetings, a copy of which minutes shall be promptly 
delivered to Landlord.  One such meeting each month shall include the 
review of Contractor's current request for payment.
4.3  Notice of Completion; Copy of Record Set of Plans.  Immediately 
upon substantial completion of construction of the Tenant Improvements, 
Tenant shall cause a Notice of Completion to be recorded in the office of 
the Recorder of the county in which the Building is located in accordance 
with Section 3093 of the Civil Code of the State of California or any 
successor statute, and shall furnish a copy thereof to Landlord upon such 
recordation.  If Tenant fails to do so within ten (10) days after 
substantial completion of the Tenant Improvements, Landlord may execute and 
file the same on behalf of Tenant as Tenant's agent for such purpose, at 
Tenant's sole cost and expense, which expense shall include a Landlord 
administration fee equal to $2,000.00.  At the conclusion of construction, 
(i) Tenant shall cause the Architect and Contractor (A) to update the 
Approved Working Drawings as necessary to reflect all changes made to the 
Approved Working Drawings during the course of construction, (B) to certify 
to the best of their knowledge that the "record-set" of as-built drawings 
are true and correct, which certification shall survive the expiration or 
termination of this Lease, and (C) to deliver to Landlord two (2) sets of 
copies of such record set of drawings within thirty (30) days following 
issuance of a certificate of occupancy for the Premises, and (ii) Tenant 
shall deliver to Landlord a copy of all warranties, guaranties, and 
operating manuals and information relating to the improvements, equipment, 
and systems in the Premises.
SECTION 5
DELAY OF LEASE COMMENCEMENT DATE
5.1	Lease Commencement Date Delays.  The Lease Commencement Date 
shall occur as provided in Article 2 of this Lease, provided that the Lease 
Commencement Date shall be delayed by the number of days of delay of the 
"substantial completion of the Tenant Improvements," as that term is 
defined below in this Section 5, in the Premises which is caused solely by 
a "Lease Commencement Date Delay."  As used herein, the term "Lease 
Commencement Date Delay" shall mean only a "Force Majeure Delay" or a 
"Landlord Caused Delay," as those terms are defined below in this Section 
5.1.  As used herein, the term "Force Majeure Delay" shall mean only an 
actual delay resulting from fire, earthquake, explosion, flood, hurricane, 
the elements, acts of God or the public enemy, war, invasion, insurrection, 
rebellion, riots, industry-wide labor strikes or lockouts (which 
objectively preclude Tenant from obtaining from any reasonable source of 
union labor or substitute materials at a reasonable cost necessary for 
completing the Tenant Improvements), or governmental acts (which do not 
specifically relate to the construction of the Tenant Improvements and 
which objectively preclude construction of tenant improvements in the 
Building by any person).  Notwithstanding anything to the contrary 
contained herein, a Force Majeure Delay shall not include any of the 
foregoing delays to the extent caused by the negligence or wilful 
misconduct of Tenant, its contractors or agents.  As used in this Tenant 
Work Letter, "Landlord Caused Delay" shall mean only an actual delay 
resulting from the acts or omissions of Landlord including, but not limited 
to, (i) failure of Landlord to timely approve or disapprove any 
Construction Drawings; (ii) unreasonable and material interference by 
Landlord, its agents or contractors with the completion of the Tenant 
Improvements and which would objectively preclude construction of tenant 
improvements in the Building by any person; and (iii) delays due to the 
acts or failures to act of Landlord, its agents or contractors with respect 
to payment of the Tenant Improvement Allowance and/or any cessation of work 
upon the Tenant Improvements as a result thereof; and (iv) Landlord's 
failure to deliver the Base Building to Tenant prior to January 2, 1997, 
provided that Tenant acknowledges that as of such date Landlord will not 
yet have completed the Base Building Work, and that such delivery of the 
Base Building without the Base Building Work being completed shall not be a 
Landlord Caused Delay.
5.2	Determination of Lease Commencement Date Delay.  If Tenant 
contends that a Lease Commencement Date Delay has occurred, Tenant shall 
notify Landlord in writing (the "Delay Notice") of each of (i) the date 
upon which such Lease Commencement Date Delay becomes known to Tenant, 
Architect, or Contractor and (ii) the date upon which such Lease 
Commencement Date Delay ends (the "Termination Date").  If such actions, 
inaction or circumstances described in the Delay Notice are not cured by 
Landlord within two (2) business day of receipt of the Delay Notice and if 
such actions, inaction or circumstances otherwise qualify as a Lease 
Commencement Date Delay, then a Lease Commencement Date Delay shall be 
deemed to have occurred commencing as of the date of Landlord's receipt of 
the Delay Notice and ending as of the Termination Date.
5.3	Definition of Substantial Completion of the Tenant Improvements.  
For purposes of this Section 5, "substantial completion of the Tenant 
Improvements" shall mean completion of construction of the Tenant 
Improvements in the Premises pursuant to the "Approved Working Drawings," 
with the exception of any punch list items, any furniture, fixtures, work-
stations, built-in furniture or equipment (even if the same requires 
installation or electrification by Tenant's Agents), and any tenant 
improvement finish items and materials which are selected by Tenant but 
which are not available within a reasonable time (given the date of the 
Lease Commencement Date).
SECTION 6
MISCELLANEOUS
6.1  Tenant's Representative.  Tenant has designated John Baker as its 
sole representative with respect to the matters set forth in this Tenant 
Work Letter, who shall have full authority and responsibility to act on 
behalf of the Tenant as required in this Tenant Work Letter.
6.2  Landlord's Representative.  Landlord has designated Transpacific 
Development Company as its sole representatives with respect to the matters 
set forth in this Tenant Work Letter, who, until further notice to Tenant, 
shall have full authority and responsibility to act on behalf of the 
Landlord as required in this Tenant Work Letter.
6.3  Time of the Essence in This Tenant Work Letter.  Unless otherwise 
indicated, all references herein to a "number of days" shall mean and refer 
to calendar days.  If any item requiring approval is timely disapproved by 
Landlord, the procedure for preparation of the document and approval 
thereof shall be repeated until the document is approved by Landlord.
6.4  Tenant's Lease Default.  Notwithstanding any provision to the 
contrary contained in this Lease, if an event of default as described in 
the Lease or this Tenant Work Letter has occurred at any time on or before 
the Substantial Completion of the Premises, then (i) in addition to all 
other rights and remedies granted to Landlord pursuant to this Lease, 
Landlord shall have the right to withhold payment of all or any portion of 
the Tenant Improvement Allowance and/or Landlord may cause Contractor to 
cease the construction of the Premises (in which case, Tenant shall be 
responsible for any delay in the substantial completion of the Premises 
caused by such work stoppage), and (ii) all other obligations of Landlord 
under the terms of this Tenant Work Letter shall be forgiven until such 
time as such default is cured pursuant to the terms of this Lease (in which 
case, Tenant shall be responsible for any delay in the substantial 
completion of the Premises caused by such inaction by Landlord).
6.5	Tenant's Materials.  Tenant shall be responsible for any loss or 
damage to its materials used to construct the Tenant Improvements during 
the course of the construction of the Tenant Improvements.
6.6	Landlord's Disapproval.  Landlord agrees that in the event it 
exercises any rights to disapprove matters as set forth in this Tenant Work 
Letter, it shall notify Tenant in reasonable detail of the reasons for such 
disapproval.
6.7	Parking.  Landlord agrees that Landlord shall not charge Tenant 
or Contractor for parking in the Project in connection with, and during the 
period of, the construction of the Tenant Improvements.

SCHEDULE 1 TO EXHIBIT C
CLOSE-OUT PACKAGE
TWO COPIES OF THE FOLLOWING ITEMS ARE TO BE SUBMITTED IN SEPARATE BOUND 
PACKAGES.

  Building Permit Card signed by the appropriate City Inspectors.
  Punch List signed by the appropriate Tenant Representative or Architect.
  Independent, certified Air Balance Report.
  Subcontractor List with contact names and telephone numbers.
  Finish Schedule from the General Contractor indicating the manufacturer 
or supplier and specification number for all finishes installed.
  One year warranty letters from the General Contractor and all 
subcontractors (from the date of construction completion).
  Any manufacturer's warranties, equipment manuals, etc., for any 
equipment installed (e.g., package A/C units, etc.)
  Unconditional Mechanic's Lien Releases form General Contractor and all 
Subcontractors
  As-Built Drawings covering the Tenant Improvements constructed pursuant 
to this Tenant Work Letter and any portions of the Base Building 
affected by such construction, with each sheet stamped "AS-BUILT" and 
signed by the appropriate contractor (one to be sepia):
- - Electrical
- - HVAC
- - Plumbing
- - Fire Sprinkler
- - Architectural



SCHEDULE 2 TO EXHIBIT C
SANTA MONICA BUSINESS PARK
BUILDING "Q"
BUILDING STANDARDS
INTERIOR PARTITIONS:
Ceiling height 2.5" metal studs at 2'-0" on center 
with one layer of 5/8" Type "X" gypboard on each 
side.
DEMISING PARTITIONS:
As above except they are full-height one-side with 
sound batt between the studs.  Finish taped/sanded on 
both sides.  Openings with sound insulation for 
return-air plenum (include fire dampers in fire 
walls).
DOORS:
3'-0" x 8'-0" x 1_" solid-core plastic laminate door, 
Wilsonart #7885T-60 "English Oak" finish, with 
stained edgebands.  Suite entry doors with 20-minute 
labels.
FRAME:
3'-0" x 8'-1" Western Integrated or equivalent 
extruded aluminum, black anodized finish; ASA 
strikes.
HARDWARE:
Schlage "Rhodes" cylindrical leversets, #613 bronze 
finish; entry hardware #D53PD; interior hardware 
#D10S; flat handles; 2-_" backset; (4) .5" ball-
bearing hinges; keyway "C" to match project/building 
master keying system.
CEILING:
Donn "Fineline" suspended white grid, Armstrong #2195 
2'-0" x 2'-0" acoustical tiles, and compression posts 
and splay wires as required by governmental 
regulations with ceiling height 8'-6", or existing 
ceiling located in the Premises.
LIGHT FIXTURES:
Lithonia or equivalent 277V 2x4 fluorescent fixtures 
with 18 cell, 3" deep parabolic diffusers; one 
"Magnatek" electronic ballast per fixture; (3) 34W T-
8 "Cool-White" lamps per fixture; ceiling or wall 
mounted occupancy sensor switches with "A-B" 
switching of individual fixtures; emergency lighting 
connected to generator, or with battery backup per 
governmental regulations.
PL-tube fluorescent or metal halide downlights only.  
Incandescent lights not permitted unless written 
request submitted to Owner for approval.
Exit Signs:  Lithonia edgelit connected to emergency 
generator or with individual battery backup.  Green 
letters and directional arrows.
FIRE PROTECTION:
Semi-recessed sprinklers with chrome escutcheons.  
Fire extinguishers with semi-recessed cabinets as 
required to meet code requirements.  Recessed 
cabinets in common areas.  Extend building FLS system 
(strobes, horns, smoke detectors, etc.) as required 
to comply with governmental regulations.
HVAC:
Central chiller plant and rooftop air handlers with 
VAV distribution system.  White 2'x2' perforated 
supply grilles with adjustable diffusers and volume 
dampers.  Johnson pneumatic thermostats, Series T-
4002.  Return air plenum.  Exterior zones heating 
with hot water re-heat.  Interior zones cooling only.  
Maximum of (6) supply air grilles per zone.  Fire 
dampers in all ducts penetrating fire separation 
walls.  Separate zones for high occupancy rooms 
(e.g., conference rooms, reception areas, etc.) and 
for exterior rooms with multiple exposures.  No 
cross-zoning with adjacent tenant's or common areas.  
Rigid distribution ductwork except last 8' soft duct 
permitted.
ELECTRICAL:
Standard ivory receptacles and cover plates.  
Telephone subcontractor to provide telephone/data 
outlet cover plates.  No circuits common to adjacent 
tenants or common areas.  All telephone/data cabling 
to be plenum-rated.
FLOOR COVERING:
Designweave "Tempest Classic" 28 ounce carpet over 
3/8" commercial pad; 2.5" rubber base.
PAINT:
Frazee or Sinclair stock colors, flat finish.
WINDOWS:
Mini-blinds, Levelor or equivalent, Building Standard 
color.


EXHIBIT D
SUBORDINATION OF LEASE,
LEASE SUBORDINATION, ATTORNMENT
AND
NON-DISTURBANCE AGREEMENT
THIS AGREEMENT, made this ________ day of ______, 19__, by and 
between(herein "Lessee"), and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, a 
Massachusetts corporation (herein "Lender").
R E C I T A L S :
A.	Lender is the holder of a certain promissory note (herein the "Note") 
issued by ("Lessor"), dated _______ in the principal sum of DOLLARS 
($___________) and of the mortgage of even date therewith (herein the 
"Mortgage") securing the Note, recorded on which Mortgage encumbers the real 
property (herein called the "Subject Property") described on Exhibit A, 
attached hereto and made a part hereof.
B.	Lessee and as Lessor, entered into a lease agreement (herein the 
"Lease") dated              by which Lessee leased from Lessor certain 
premises commonly known as (herein the "Leased Premises"), and constituting 
a portion of the Subject Property.
C.	Lessee desires to be able to obtain the advantages of the Lease and 
occupancy thereunder in the event of foreclosure of the Mortgage and Lender 
wishes to have Lessee confirm the priority of the Mortgage over the Lease.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set 
forth hereinbelow, the parties hereto agree as follows:
1.	Lessee hereby covenants and agrees that all its rights and interests 
whatsoever under the Lease in the Leased Premises and the Subject Property 
are and shall remain subject and subordinate to the lien of the Mortgage and 
to all the terms, conditions and provisions thereof, to all advances made or 
to be made thereunder or under the Note, and to any increases, renewals, 
extensions, modifications, substitutions, consolidations or replacements 
thereof or of the Note.
2.	So long as Lessee is not in default (beyond any period given Lessee in 
the Lease to cure such default) in the payment of rent or additional charges 
or in the performance of any of the other terms, covenants or conditions of 
the Lease on Lessee's part to be performed, Lessee shall not be disturbed by 
Lender in its possession of the Leased Premises during the term of the 
Lease, or any extension or renewal thereof, or in the enjoyment of its 
rights under the Lease.
3.	If the interest of the Lessor under the Lease shall be acquired by 
Lender or any purchaser ("Purchaser") by reason of exercise of the power of 
sale or the foreclosure of the Mortgage or other proceedings brought to 
enforce the rights of the holder thereof, by deed in lieu of foreclosure or 
by any other method, and Lender or Purchaser succeeds to the interest of 
Lessor under the Lease, Lessee shall attorn to Lender or Purchaser as its 
lessor, said attornment to be effective and self-operative without the 
execution of any other instruments on the part of either party hereto 
immediately upon Lender's or Purchaser's succeeding to the interest of the 
Lessor under the Lease, and the Lease shall continue in accordance with its 
terms between Lessee as lessee and Lender or Purchaser as lessor; provided, 
however, that:
(a)	Lender shall not be personally liable under the Lease and 
Lender's liability under the Lease shall be limited to the ownership 
interest of Lender in the Subject Property;
(b)	Lender shall not be liable for any act or omission of any 
prior lessor (including Lessor);
(c)	Except for (i) Lessee's right to receive the Security 
Deposit at the end of the term of the Lease, pursuant to the terms thereof, 
(ii) Lessor's obligation to return the "L-C" in accordance with the terms 
of the Lease, and (iii) Lessee's right to offset against rent, in 
accordance with the terms of the Lease, certain amounts of the tenant 
improvements allowance granted Lessee in connection with the Lease, if the 
same is not paid by Lessor pursuant to the terms of the Lease, Lender shall 
not be subject to any offsets or defenses which Lessee might have against 
any prior lessor (including Lessor);
(d)	Lender shall not be bound by any payment of rent made more 
than thirty (30) days in advance, or any other sums deposited with any 
prior lessor (including Lessor) under the Lease unless actually received by 
Lender;
(e)	Lender shall not be bound by any agreement or modification 
of the Lease made without Lender's consent;
(f)	Subject to the terms of item(c), above, Lender shall not be 
bound to commence or complete any construction or to make any contribution 
toward construction or installation of any improvements upon the Leased 
Premises required under the Lease or any expansion or rehabilitation of 
existing improvements thereon, or for restoration of improvements following 
any casualty not required to be insured under the Lease or for the costs of 
any restoration in excess of any proceeds recovered under any insurance 
required to be carried under the Lease; and 
(g)	Lender shall not be bound by any restriction on competition 
beyond the Leased Premises.
(h)	Lender agrees to indemnify and hold Lessee harmless in 
connection with any payments made by Lessee directly to Lender in lieu of 
to Lessor.
4.	Lessee certifies to Lender that, except for the first month's rent, no 
rent under the Lease has been paid more than thirty (30) days in advance of 
its due date; that the address for notices to be sent to Lessee is as set 
forth in the Lease, or at the Leased Premises; and that the Lessee, has no 
charge, lien, claim or offset under the Lease or otherwise, against rents or 
other charges due or to become due thereunder.
5.	Lessee agrees with Lender that from and after the date hereof, Lessee 
will not terminate or seek to terminate the Lease by reason of any act or 
omission of the Lessor thereunder until Lessee shall have given written 
notice, by registered or certified mail, return receipt requested, of said 
act or omission to Lender, which notice shall be addressed to Massachusetts 
Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 
01111, Attention: Senior Vice President, Real Estate Investment Division, 
and until a reasonable period of time shall have elapsed following the 
giving of such notice, during which period Lender shall have the right, but 
shall not be obligated, to remedy such act or omission.
6.	This Agreement shall inure to the benefit of and shall be binding upon 
Lessee and Lender, and their respective heirs, personal representatives, 
successors and assigns.  This Agreement may not be altered, modified or 
amended except in writing signed by all of the parties hereto.  In the event 
any one or more of the provisions contained in this Agreement shall for any 
reason be held to be invalid, illegal or unenforceable in any respect, such 
invalidity, illegality or unenforceability shall not affect any other 
provisions of this Agreement, but this Agreement shall be construed as if 
such invalid, illegal or unenforceable provision had never been contained 
herein.  This Agreement shall be governed by and construed according to the 
laws of the State of
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly 
executed as of the day and year first above written.
[ATTEST OR WITNESSES (2)]LESSEE:
By: 					
Its: 					
[SEAL]
[ATTEST]MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, 
a Massachusetts corporation
By: 					
Its: 					
[SEAL]

ACKNOWLEDGEMENTS
STATE OF 
SS.
COUNTY OF
On this, the            day of                  , 19    , before me, the 
undersigned party, personally appeared 
who acknowledged himself to be the                       of 
                                       , a
            , and that he as such
being authorized to do so, executed the foregoing Lease Subordination, 
Attornment and Non-Disturbance Agreement for the purposes therein contained 
by signing the name of the                    by himself as
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public 
My Commission Expires:
COMMONWEALTH OF MASSACHUSETTS
ySS.
COUNTY OF_	
On this, the        day of                   , 19     , before me, the 
undersigned party, personally appeared
who acknowledged himself to be the                         of MASSACHUSETTS 
MUTUAL LIFE INSURANCE COMPANY, a Massachusetts corporation, and that he as 
such                being authorized to do so, executed the foregoing Lease 
Subordination, Attornment and Non-Disturbance Agreement for the purposes 
therein contained by signing the name of the corporation by himself as
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:



EXHIBIT D-1
SUBORDINATION OF DEED OF TRUST
(hereinafter called "Lender") as owner and holder of a certain promissory 
note dated ___________ in the principal sum of _______________________ 
Dollars ($) and a Deed of Trust dated of even date therewith securing said 
Note, now a first lien upon the premises more particularly demised and 
described in those certain leases by and between _____________________, as 
Landlord, and the persons named (whose agreement hereto is evidenced by 
unrecorded agreements in the possession of Landlord and Lender) in Exhibit A 
attached hereto and made a part hereof, as Tenant, and upon other property, 
in consideration of such leasing and of the sum of One Dollar ($1.00) and 
other good and valuable consideration, receipt of which is hereby 
acknowledged,
DOES hereby covenant and agree that the said Deed of Trust shall be, and the 
same is hereby made, SUBJECT AND SUBORDINATE to said leases with the same 
force and effect as if the said leases had been executed, delivered and 
recorded prior to the execution, delivery and recording of said Deed of 
Trust, without regard to the date on which said leases had been executed, 
delivered and recorded in relation to the date on which said Deed of Trust 
has become an effective lien by the terms therein demised;
EXCEPT, HOWEVER, that this Subordination shall not affect or be applicable 
to and does hereby expressly exclude:
(a)	The prior right, claim and lien of the said Deed of Trust in, to and 
upon any award or other compensation heretofore or hereafter to be made for 
any taking by eminent domain of any part of said premises, and to the right 
of disposition thereof in accordance with the provisions of said Deed of 
Trust,
(b)	The prior right, claim and lien of the said Deed of Trust in, to and 
upon any proceeds payable under all policies of fire and rent insurance upon 
the said premises and as to the right of disposition thereof in accordance 
with the terms of said Deed of Trust, and
(c)	Any lien, right, power or interest, if any which may have arisen or 
intervened in the period between the recording of the said Deed of Trust and 
the execution of the said leases, or any lien or judgment which may arise at 
any time under the terms of such leases.
The subordination shall inure to the benefit of and shall be binding upon 
the undersigned, its successors and assigns.
IN WITNESS WHEREOF, this Subordination has been duly signed and delivered by 
the undersigned this ____________ day of , 19__.
"LENDER":



EXHIBIT E
ESTOPPEL STATEMENT
Re: Lease dated as of  (hereinafter the "Lease"), between  
(hereinafter the "Lessor") and  (hereinafter the "Lessee"), (and amended on 
), concerning the premises described in Exhibit A attached hereto (the 
"Premises").
As Lessee under the above referenced Lease, the undersigned hereby 
acknowledges for the benefit  of  ("Lender"), which has or is about to make 
a loan to said Lessor, part of the security for which will be a mortgage or 
deed of trust covering the Premises leased to the undersigned and an 
assignment of Lessor's interest in the Lease, the truth and accuracy of the 
following statements pertaining to said Lease.
1.	Lessee has accepted, is satisfied with (except for only 
nonsubstantial defects, notice of which has previously been given to 
Lessor), and is in full possession of said Premises, including all 
improvements, additions and alterations thereto required to be made by 
Lessor under the said Lease, and Lessee is not aware of any patent or 
latent defects in construction of said improvements (except for only 
nonsubstantial defects, notice of which has previously been given to 
Lessor) which would constitute a default by Lessor pursuant to the Lease.
2.	Lessee is paying the full rent stipulated in said Lease to be 
paid by Lessee as of the date hereof with no offsets, defenses or claims.
3.	To the best of Lessee's knowledge, Lessor is not presently in 
default under any of the terms, covenants or provisions of said Lease.
4.	To the best of Lessee's knowledge, Lessor has satisfactorily 
complied with all of the requirements and conditions precedent to the 
commencement of the term of said Lease as specified in said Lease.
5.	The current fixed base monthly rent under said Lease is $ and no 
moneys have been paid to Lessor in advance of the due date set forth in the 
Lease described above, except as follows: 	
6.	The Lease is for a term of  years and Lessee has been in 
occupancy since  and paying rent since 	.
7.	The Lease commenced on 	.
8.	Lessee hereby acknowledges (a) that there have been no 
modifications or amendments to said Lease other than herein specifically 
stated, (b) that it has no notice of a prior assignment, hypothecation or 
pledge of rents or of the Lease, (c) that the Lease is in full force and 
effect and Lessee has no defenses, setoffs or counterclaims against Lessor 
arising out of the Lease or in any way relating thereto, or arising out of 
any other transaction between Lessee and Lessor, (d) that the Lease 
represents the entire agreement between the parties thereto as to the 
leased premises, and Lessee neither has nor claims any right or interest in 
or under any contract, option or agreement involving the sale or transfer 
of the leased premises except as specifically provided in the Lease, (e) 
that no prepayment or reduction of rent, and no modification, termination 
or acceptance of surrender of the Lease will be valid as to Lender without 
the consent of Lender, and (f) that notice of the proposed assignment of 
Lessor's interest in said Lease may be given Lessee by Certified or 
Registered Mail, Return Receipt Requested, at the Premises, or as otherwise 
directed herein.
Dated: _______________, 19
LESSEE:
By: 				
Its: 				
(Address to which notices are to be sent if other than Premises)

EXHIBIT F
BUILDING RULES AND REGULATIONS
The following rules and regulations shall be applicable to the 
Building.  In the event of any conflict between these rules and regulations 
and the terms of the Lease, the terms of the Lease shall apply.  Landlord 
agrees that, upon Tenant's request, Landlord shall use commercially 
reasonable efforts, not including litigation, to enforce these rules and 
regulations against any other tenant of the Project whose violation of such 
rules and regulations causes a material and adverse effect on Tenant's use 
of its Premises or the Common Areas in accordance with the terms of this 
Lease.
1.	No sign, placard, picture, advertisement, name or notice shall be 
inscribed, displayed, or printed or affixed on or to any part of the 
Building or Premises if visible from outside the Premises, without the 
prior written consent of Landlord. Tenant's identification signs and 
lettering shall be in accordance with Landlord's standard requirements for 
the Building unless otherwise approved in writing by Landlord, and shall be 
printed, painted, affixed, or inscribed at the expense of Tenant by a 
person approved by Landlord.
2.	Tenant shall not place or maintain any window covering, blinds or 
drapes on any window without Landlord's prior written approval. A breach of 
this rule will directly and adversely affect the exterior appearance of the 
Building. Upon request by Landlord, Tenant shall remove any window 
covering, or any other item visible from outside the Premises, if installed 
or placed without Landlord's written approval.
3.	A directory of the Building will be provided for the display of 
the name and location of tenants. Landlord will install at Tenant's expense 
directory strips for Tenant's name and a reasonable number of the principal 
employees thereof.
4.	The sidewalks, halls, passages, exits, entrances, elevators, 
escalators, and stairways shall not be obstructed by Tenant or used by it 
for any purpose other than for ingress to and egress from the Premises. The 
halls, passages, exits, entrances, elevators, escalators, stairways, 
balconies and roof are not for the use of the general public and Landlord 
shall in all cases retain the right to control and prevent access thereto 
by all persons whose presence in the judgment of the Landlord might be 
prejudicial to the safety, character, reputation and interests of the 
Building and its tenants, provided that nothing herein contained shall be 
construed so as to prevent such access to persons with whom Tenant normally 
deals in the ordinary course of Tenant's business unless such persons are 
engaged in illegal activities or are creating a nuisance. No employee, 
invitee, contractor or agent of Tenant shall go upon the roof of the 
Building.
5.	Tenant shall be responsible for assuring that doors to the 
Premises are locked during non-business hours. Such doors shall not be left 
open during business hours, except while moving furniture or other items in 
or out of the Premises, unless Landlord consents otherwise.
6.	The toilet rooms and urinals, wash bowls and other apparatus 
therein shall not be used for any purpose other than that for which they 
were constructed and no foreign substance of any kind whatsoever shall be 
placed therein; the expense of breakage, stoppage or damage resulting from 
the violation of this rule shall be borne by the tenant who, or whose 
employees, invitees, contractors or agents, shall have caused it.
7.	Except as to normal pictures and furnishings, and construction 
approved by Landlord Tenant shall not mark, drive nails, screw or drill 
into partitions, woodwork or plaster or in any way deface the Premises or 
any part thereof. No boring, cutting or stringing of wires shall be 
permitted except with the prior written consent of Landlord and as Landlord 
may direct. Tenant shall not lay linoleum, tile, carpet or other similar 
floor covering so that the same shall be affixed to the floor of the 
Premises in any manner except as approved by Landlord. The expense of 
repairing any damage resulting from a violation of this rule or removal of 
any floor covering shall be borne by Tenant.
8.	Tenant shall not overload any floor of the Premises or the 
Building. No furniture, freight or equipment of any kind shall be brought 
into the Building by Tenant or its contractors or agents without prior 
consent of Landlord and all moving of the same into or out of the Building 
shall be done at such time and in such manner as Landlord shall designate. 
Landlord shall have the right to prescribe the weight, size and position of 
all safes and other heavy objects brought into the Building and also the 
time and manner of moving the same in and out of the Building. Safes and 
other heavy objects shall, if considered necessary by Landlord, stand on 
wood strips of such thickness as is necessary to properly distribute 
weight. Landlord will not be responsible for loss or damage to any property 
from any such cause, and all damage done to the Building by moving or 
maintaining any such safe or other property shall be repaired at the 
expense of Tenant. There shall not be used in any part of the Building any 
hand truck unless it is equipped with rubber tires and side guards.
9.	Tenant shall not employ any person or persons other than the 
janitor of Landlord for the purpose of cleaning the Premises unless 
otherwise agreed to in writing by Landlord.  Tenant shall not cause any 
unnecessary labor by reason of Tenant's carelessness or indifference in the 
preservation of good order and cleanliness. Landlord shall in no way be 
responsible to Tenant for any loss of property on the Premises, however 
occurring, or for any damage done to the effects of Tenant or any of its 
employees or other persons by the janitor of Landlord. Janitor service 
shall include ordinary dusting and cleaning by the janitor assigned to such 
work and shall not include cleaning of carpets or rugs, except normal 
vacuuming, or moving of furniture and other special services.  Janitor 
service will not be furnished to rooms to which Tenant denies Landlord's 
janitorial workers access.  
10.	Tenant shall not use, keep or permit to be used or kept any 
noxious gas or substance in the Premises, or permit or suffer the Premises 
to be occupied or used in a manner offensive or objectionable to Landlord 
or other occupants of the Building by reason of noise, odors and/or 
vibrations, or interfere in any way with other tenants or those having 
business therein. No tenant shall make or permit to be made any loud or 
disturbing noises or disturb or interfere with occupants of the Building or 
those having business with them whether by the use of any musical 
instrument, radio, phonograph, shouting or in any other manner. Tenant 
shall not throw anything out of doors or down the passageways.
11.	The Premises shall not be used for the storage of merchandise 
except as such storage may be incidental to the use of the Premises 
authorized by the Lease. No cooking shall be done or permitted in the 
Premises without Landlord's consent, except that use by Tenant of 
Underwriter's Laboratory approved microwave ovens or equipment for brewing 
coffee or similar beverages shall be permitted. Tenant shall not advertise 
for day laborers giving an address at the Premises. The Premises shall not 
be used for lodging or for any illegal purposes. Tenant shall not keep or 
maintain pets or animals of any type and shall not store or keep bicycles, 
mopeds or motorcycles in the Premises or the Building.
12.	Tenant shall not use or keep in the Premises or the Building any 
kerosene, gasoline or flammable or combustible fluid or material, or use 
any method of heating or air conditioning other than that supplied or 
permitted by Landlord.
13.	Landlord will direct electricians as to where and how electrical, 
telephone and telegraph wires are to be introduced to the Premises. No 
boring or cutting for wires will be allowed without the prior consent of 
Landlord. The location of telephone switching equipment, call boxes and 
other similar equipment in the Premises shall be subject to the reasonable 
approval of Landlord.
14.	Landlord will furnish Tenant free of charge two (2) keys for each 
locking door in the Premises. Any additional or replacement keys will be 
furnished at a reasonable charge. All keys to offices, rooms and toilet 
rooms shall be obtained from Landlord and Tenant shall not duplicate or 
obtain such keys from any other source.  Upon termination of the Lease, 
Tenant shall deliver to Landlord the keys to the offices, rooms and toilet 
rooms which were previously furnished to Tenant, failing which Tenant shall 
pay Landlord the cost of replacing same or of changing the lock or locks 
opened by any unreturned key if Landlord deems it necessary to make such 
changes. Landlord shall have the right periodically to change all locks and 
furnish Tenant with new keys therefor.  Tenant shall not alter any lock or 
install any new or additional locks or any bolts on any door of the 
Premises without the prior written consent of Landlord (except as to safes, 
vaults and other secured areas of Tenant approved by Landlord).
15.	No furniture, packages, supplies, equipment or merchandise will 
be received in the Building, except via the loading dock, and deliveries in 
the ordinary course of business for general office uses; or carried up or 
down in the elevators, except between such hours and in such elevators as 
shall be designated by Landlord.
16.	Landlord reserves the right to close and keep locked all 
entrances and exit doors of the Building on Saturdays, Sundays, legal 
holidays and on other days between non-business hours, and during such 
further hours as Landlord may deem advisable for the adequate protection of 
the Building and the property of its tenants (such hours are referred to as 
"After-Hours"). However, during such After-Hours Tenant and/or authorized 
employees as well as guests, licensees or invitees of Tenant who are 
accompanied by Tenant or an authorized employee of Tenant, shall be allowed 
access to the Building upon proper identification. Except as caused by 
Landlord's gross negligence or wilful misconduct, Landlord shall in no case 
be liable for damages for any error with regard to the admission to or 
exclusion from the Building of any person. In case of invasion, mob, riot, 
public excitement, or other commotion, Landlord reserves the right to 
prevent access to the Building during the continuance of same.
17.	The "normal business hours" for the Building are from 9:00 a.m. 
to 8:00 p.m. Monday through Friday, excluding nationally recognized 
standard holidays. At the request of any other tenant of at least 10,000 
square feet in the Building, Landlord may change such hours to be 8:00 a.m. 
to 7:00 p.m. Monday through Friday.  All other hours are deemed 
"After-Hours".  (Note that the Building Hours are also set forth in 
Section 12.1 of the Lease.)
18.	Tenant shall not canvass or solicit other tenants in the Building 
and Tenant shall cooperate to prevent any such canvassing and/or 
solicitation. Canvassing and peddling in the Building is prohibited.  
Tenant shall not obtain for use in the Premises food, beverage, shoe shine 
or other services except as expressly permitted by Landlord, except for the 
type of services as generally allowed by Landlord in the Project. 
19.	Landlord reserves the right to exclude or expel from the Building 
any person who, in the judgment of Landlord, is intoxicated or under the 
influence of liquor or drugs, has no legitimate purpose to be in the 
Building, or is violating the rules and regulations of the Building.
20.	The requirements of Tenant will be attended to only upon 
application to Landlord's designated property manager. Tenant acknowledges 
that employees of Landlord shall have no obligation to perform work for 
Tenant or do anything outside their regular duties for Tenant unless under 
special instructions from Landlord, and that no employee will have any 
obligation to admit any person (Tenant or otherwise) to any office of 
Landlord without specific instructions from Landlord.
21.	No vending machines of any description shall be installed, 
maintained, or operated by Tenant upon the Premises or in the Building, 
without the prior written consent of Landlord, unless such machines are not 
visible from outside the Premises, and are for the sole use of Tenant's 
officers, employees, and guests.
22.	Tenant agrees that it shall comply with all fire and security 
regulations that may be issued from time to time by Landlord, and Tenant 
shall also provide Landlord with the name of a designated responsible 
employee to represent Tenant in all matters pertaining to such fire or 
security regulations.
23.	Tenant shall not install any radio or television antenna, 
loudspeaker or other device on the roof or exterior walls of the Building. 
Tenant shall not interfere with broadcasting or reception from or in the 
Building or elsewhere.
24.	Tenant shall store its trash and garbage within the Premises or 
in other facilities designated by Landlord. Tenant shall not place in any 
trash receptacle any material which cannot be disposed of in the ordinary 
practice of trash disposal. All trash and garbage disposal shall be made 
pursuant to directions issued from time to time by Landlord.
25.	Landlord may waive any one or more of the rules and regulations 
as to any tenant without being construed as having waived same as to any 
other tenant.
26.	Tenant shall be responsible for the observance of the rules and 
regulations by Tenant's employees, agents, customers, invitees and guests.
27.	Landlord reserves the right upon written notice to Tenant, to 
rescind, alter or waive any rule or regulation at any time prescribed for 
the Project, or to establish additional rules and regulations when, in 
Landlord's reasonable judgment, it is necessary, desirable or proper for 
the best interest of the Project and its tenants.
28.	The rules and regulations shall be administered fairly by 
Landlord and Landlord shall not enforce them in a discriminatory manner as 
between the tenants of the Project.

EXHIBIT G
TENANT PARKING AREAS
PARKING LICENSE AGREEMENT
BARCLAY CURCI INVESTMENT COMPANY, a California general partnership 
("Licensor"), hereby grants to Activision, a Delaware corporation 
("Licensee"), the right and license to use parking spaces in Santa Monica 
Business Park (the "Project"), as described below and subject to the 
following conditions:
1.	Type and Number of Parking Spaces. Licensee shall have the right 
to use, on a first-come, first-serve basis, up to 489 unassigned, non-tandem 
automobile parking spaces, provided that at no time during the term of the 
"Lease" (defined below) shall Tenant rent less than 300 such spaces (the 
"Minimum Parking Amount"), provided that if Licensor exercises its right, 
set forth in Section 28.3 of the Lease, to recapture any portion of the 
Premises, the Minimum Parking Amount shall be reduced on a proportionate 
basis.  If the area of Licensee's Premises in the Project is reduced, 
Licensee's allotment of parking spaces will be adjusted proportionately. If 
the area of Licensee's Premises is increased, Licensee may, at its option, 
increase the number of its allotted parking spaces proportionately.  
Landlord agrees that it shall designate ten (10) spaces directly in front of 
the Building as "visitor" spaces, for the exclusive use of visitors to the 
Building, and shall not materially relocate such spaces during the Term.
2.	Monthly Fee. Licensee shall pay for the right and license granted 
hereby the prevailing rates charged for such spaces by Licensor from time to 
time ("market rate"). Such sums shall be payable in advance on the first day 
of each calendar month, provided that the monthly charge for Tenant's first 
month  of use of the parking spaces shall be prorated based on the number of 
days remaining in such month as of the date Tenant commences such use.  
Licensor shall have no obligation to accept any such payment from anyone 
other than Licensee (e.g. Licensee's employees, subtenants, etc.). Landlord 
agrees that during the first two (2) years of the Lease, the parking rate 
shall be $40.00 per month per space, plus any applicable taxes.  Thereafter, 
Landlord agrees that the parking rate shall not be increased by more than 
$5.00 per Lease Year on a cumulative basis (such cumulation shall not 
include, however, the first two (2) years of the Lease), and that, in no 
event shall the rate be increased to a rate that is in excess of the market 
rate.  If Licensee fails to make any such payment within five (5) days after 
notice that the same is overdue, Licensor, at its option and after an 
additional ten (10) business days' notice to Licensee, may forthwith 
terminate this license and all rights of Licensee hereunder. Any late 
payment of the monthly fee will result in additional administrative and 
processing costs being incurred by Licensor, the exact amount of which would 
be extremely difficult to determine, and it is agreed that with respect 
thereto a late fee of Five Dollars ($5.00) per space is a reasonable 
estimate thereof and will be payable by Licensee with regard to any monthly 
fee not paid when due.
3.	Term. Licensee shall be entitled to the foregoing parking rights 
for a period equivalent to the term of that certain "Lease" of Premises in 
the Project entered into by Licensor and Licensee. Licensee's rights to any 
and all parking spaces shall automatically be revoked and shall terminate 
upon any failure of Licensee to cure a material default hereunder within ten 
(10) business days notice of such default, or any expiration or termination 
of said Lease, as well as upon any assignment of such Lease or sublease of 
such Premises in violation of the terms of such Lease (provided that in the 
case of an improper sublease or assignment, this Agreement shall terminate 
only with respect to those parking spaces transferred in connection with 
such sublease or assignment). Licensee must exercise its rights under this 
Agreement by delivering all required security deposits and the initial 
monthly fee for the parking spaces described above within thirty (30) days 
after the "Commencement Date" of the aforementioned Lease (as defined 
herein) unless otherwise agreed by Licensor. Failure of Licensee to so 
exercise its rights will entitle Licensor without notice to transfer to 
others Licensee's rights to park in any and all parking spaces as to which 
Licensee has not so exercised its rights hereunder, and Licensee will be 
deemed to have waived its rights hereunder with regard thereto.
4.	Location of Parking Spaces. Licensor shall have the right in its 
sole discretion to designate the particular location of said parking 
space(s), which designation is subject to change from time to time, provided 
that Licensor agrees that notwithstanding any such change, Tenant shall 
continue to have access to parking spaces within a reasonable proximity to 
the Building, and such spaces shall, at all times during the Term, be 
located within the western portion of the Project, bounded by 31st and 28th 
Streets.  Landlord agrees that it shall not grant any other tenant of the 
Project substantial exclusive parking rights in the Project.
5.	Rights Non-Transferable. The foregoing parking rights are personal 
to Licensee and Licensee shall not assign, convey, or otherwise transfer 
said rights in any manner without Licensor's prior written consent, except 
in connection with a transfer allowed pursuant to the terms of the Lease. 
Any attempt by Licensee to do so shall be null and void and, at Licensor's 
election, shall constitute a material default hereunder. If the Premises or 
any portion thereof is assigned or sublet pursuant to the terms of the 
Lease, the number of parking spaces allotted to Licensee under paragraph 1 
hereof shall automatically be adjusted accordingly and Licensor and Licensee 
shall immediately execute an amendment to this Agreement setting forth (i) 
the number of spaces retained by Licensee, (ii) the number of spaces 
allotted to Licensee's assignee or subtenant (which number shall not exceed 
the amount stated in paragraph 1 above), (iii) the then current "market 
rate" to be charged Licensee for the spaces allotted to its assignee or 
subtenant, and (iv) the security deposit to be paid by Licensee for its 
assignee's or subtenant's parking cards.
6.	Licensee Indemnification. Use of said parking spaces and of the 
parking areas in the Project shall be at the sole risk of Licensee. Unless 
caused by the negligence or wrongful acts of Licensor, its agents or 
employees, Licensee hereby agrees to defend, indemnify and hold Licensor 
harmless against any liability, loss, cost or expense (including reasonable 
attorneys' fees) for any damage to or loss or theft of any vehicle or 
property within any vehicle or any other property (including property of 
Licensee), or injury to or death of any person (including Licensee and 
Licensee's family, agents, employees, visitors or customers), arising 
directly or indirectly out of or in connection with the negligent use by 
Licensee or such other persons of the parking areas or any part thereof.
7.	Interruption of Use. Licensor shall not be liable to Licensee for 
any interruption of Licensee's use of the rights granted hereunder due to 
repairs, improvements or alterations of the parking areas or the Project, or 
due to any labor controversy, or resulting from any cause beyond the 
reasonable control of Licensor. However, Licensee shall be entitled to an 
abatement of the monthly fee with regard to any assigned parking space to 
the extent it is prevented from using such space and no reasonably similar 
alternative space is made available to it by Licensor.  Licensor agrees 
that, subject to the terms of this Agreement, Licensee shall have the right 
to use the Project parking areas on a 24-hour per day basis.
8.	Rules and Regulations. Licensor's parking rules and regulations 
are attached hereto. Licensor may adopt such other reasonable, non-
discriminatory rules and regulations relating to the use of the parking 
areas as in Licensor's reasonable opinion are necessary or desirable for the 
proper, orderly and safe use of the parking areas. If Licensee fails to 
materially comply with the rules and regulations and modifications thereto 
after receiving notice thereof, Licensor may at its option after an 
additional ten (10) business days notice to Licensee, forthwith terminate 
this license and all rights of Licensee hereunder, and may also, whether or 
not such license is so terminated, take such action as shall be required to 
remedy such failure, and Licensee agrees to pay Licensor on demand the 
reasonable cost to Licensor of such actions including attorneys' fees. 
Licensee shall at all times be required to park in a lawful manner, and no 
vehicle shall at any time be parked in more than one marked space at a time. 
Licensor shall be entitled to tow away any vehicle which is improperly 
parked, at the vehicle owner's sole cost and expense. In the event of such 
tow away, neither Licensor nor any Mortgagee of Licensor shall have any 
liability therefor to Licensee or to such vehicle owner.
9.	Licensor's Property Rights. Except as otherwise expressly set 
forth in the Lease or this Parking License Agreement, Licensor shall have 
the right to decrease the size of any or all of the parking areas in the 
Project, to alter or rearrange parking spaces and improvements in the 
parking areas, to take all or any portion of the parking areas for purposes 
of maintaining, repairing or restoring same, or for purposes of construction 
and operating structures thereon or adjacent thereto, to have ingress and 
egress in connection with the exercise of any such rights, and to do and 
perform such other acts with respect to the parking areas as Licensor shall 
in its reasonable discretion deem appropriate. Licensor may at any time and 
from time to time in its discretion designate any portion of the parking 
areas in the Project for use as assigned parking, visitor parking or 
employee parking. If Licensor establishes an "employee parking" area or 
other assigned parking area for Licensee's employees to park in, Licensee 
shall furnish Licensor, within five (5) days after written request to do so, 
with a list of the vehicle license numbers of Licensee's employees parking 
in the Project. Licensor may charge Licensee Ten Dollars ($10.00) per day 
for each day or partial day for each vehicle parked by Licensee or any of 
its employees in a parking space or area other than the space or parking 
area assigned or designated for such vehicle. Licensor may tow away any such 
improperly parked vehicles and may also attach violation notices or stickers 
to improperly parked vehicles. In the event of such tow away, neither 
Licensor nor any Mortgagee of Licensor shall have any liability therefor to 
Licensee or to such vehicle owner.
10.	Security Deposit. If parking is in a controlled lot, a monthly 
parking card or decal may be issued to Licensee for each parking space to be 
used by Licensee hereunder. Licensee will pay a security deposit equal to 
$15.00 for each parking card at the time of issuance of the card. Licensor 
shall have no obligation to accept any such security deposit from anyone 
other than Licensee. The security deposit shall be held by Licensor to 
secure Licensee's return to Licensor of such parking card(s) in good 
condition, normal wear and tear excepted, upon termination of Licensee's 
rights hereunder. Licensee shall be obligated to take reasonable steps to 
protect such cards from warping or mutilation. Without limitation as to the 
generality of the foregoing, if such card (s) are lost or mutilated, 
Licensor may apply any or all of said deposit toward Licensor's cost of such 
card(s). If at any time Licensor applies any or all of such security deposit 
as provided herein, Licensee shall be obligated to deposit with Licensor the 
amount so applied by Licensor within ten (10) days after written request 
therefor is given. Upon termination of Licensee's rights hereunder and the 
return to Licensor of the aforementioned card(s) (or cards issued in 
substitution thereof) the security deposit or balance thereof shall be 
returned to Licensee. Licensor need not hold said security deposit in a 
separate account.
11.	Replacement Cards. If for any reason (other than a malfunction or 
as a result of normal wear and tear for which Licensee is not responsible 
hereunder) any card issued to Licensee is requested by Licensee to be 
replaced, Licensee shall pay Licensor the then current non-refundable charge 
for said replacement card, which charge is, as of the date hereof, $15.00 
per card.  No such fee will be charged in connection with the initial 
issuance of any such card, but only for a replacement of such cards.
12.	Miscellaneous. No waiver by Licensor of any breach of this 
agreement by Licensee shall constitute a waiver of any other breach. Any 
amount due to Licensor that is not paid when due shall bear interest at the 
"Agreed Rate," as that term is defined in the Lease. In the event of any 
legal action taken or proceeding brought to enforce the provisions hereof, 
the prevailing party shall be entitled to recover its reasonable attorneys' 
fees and costs incurred in connection therewith.
DATED this _____ day of November, 1996.
LICENSOR:
BARCLAY CURCI INVESTMENT COMPANY,
a California general partnership
By:	SC ENTERPRISES,
a California limited partnership,
a general partner
By:	SHURL CURCI,
a general partner
By:					
Roberta P. Irish,
his attorney-in-fact
LICENSEE:
ACTIVISION, INC.
By:						
Name:
Title: President
By:						
Name:
Title: Secretary

PARKING RULES AND REGULATIONS
1.	All claimed damage or loss must be reported and itemized in 
writing delivered to the parking facility office or property manager's 
office within ten business days after any claimed damage or loss occurs. Any 
claim not so made is waived. Licensor has the option to make repairs at its 
expense of any claimed damage within ten business days after filing a claim. 
In all court actions the burden of proof to establish a claim remains with 
Licensee. Court actions by Licensee for any claim must be filed within 
ninety days from date of parking, in a court of jurisdiction where the 
claimed loss occurred. Licensor is not responsible for damage by water, 
fire, or defective brakes, or parts, or for the acts or omissions of others, 
or for loss of articles left in vehicles. The total liability of Licensor is 
limited to $250.00 for all damages or loss to any vehicle. Licensor is not 
responsible for loss of use.
2.	Licensee shall not park or permit the parking of any vehicle under 
its control in any parking area designated by Licensor as areas for parking 
by visitors. Licensee shall not leave vehicles in the parking area overnight 
nor park any vehicles in the parking areas other than automobiles, vans, 
sport-utility vehicles motorcycles, motor driven or non-motor driven 
bicycles or four-wheeled trucks.
3.	Parking stickers or any other device or form of identification 
supplied by Licensor as a condition of use of the parking facilities shall 
remain the property of Licensor. Such parking identification device must be 
displayed as requested and may not be mutilated in any manner. The serial 
number of the parking identification device may not be obliterated. Devices 
are not transferable to any other persons or entities and any device in the 
possession of an unauthorized holder will be void.
4.	No extended term storage of vehicles shall be permitted.
5.	Vehicles must be parked entirely within the painted stall lines of 
a single parking stall.
6.	All directional signs and arrows must be observed.
7.	The speed limit within all parking areas shall be 5 miles per 
hour.
8.	Parking is prohibited:
(a)	in areas not striped for parking;
(b)	in driveways;
(c)	where "no parking" signs are posted;
(d)	in cross-hatched areas; and
(e)	in such other areas as may be designated by Licensor or its 
parking operator.
9.	Every parker is required to park and lock his own vehicle unless 
Licensor furnishes valet service. Valet parking attendants may refuse to 
drive any vehicle reasonably believed to be unsafe.
10.	Loss or theft of parking identification devices from vehicles must 
be reported to the parking operator immediately, and a lost or stolen report 
must be filed at that time. Licensor has the right to exclude any vehicles 
from the parking facilities that does not have an identification device.
11.	Any parking identification devices reported lost or stolen found 
on any unauthorized vehicle will be confiscated and the illegal holder will 
be subject to prosecution.
12.	Lost or stolen identification devices found by the Licensee should 
be reported to the parking facility office or property manager immediately 
to avoid confusion.
13.	Washing, waxing, cleaning or servicing of any vehicle in any area 
not specifically reserved for such purpose is prohibited.
14.	Licensee shall acquaint all persons to whom Licensee assigns 
parking space of these Rules and Regulations. Parking facility managers or 
attendants are not authorized to make or allow any exceptions to these Rules 
and Regulations.
15.	Licensor reserves the right to refuse the sale of monthly stickers 
or other parking identification devices to any person and/or his agents or 
representatives who willfully refuses to comply with these Rules and 
Regulations.

EXHIBIT H
FORM OF LETTER OF CREDIT
(Letterhead of a money center bank
acceptable to the Landlord)
______________, 1996
BARCLAY-CURCI INVESTMENT COMPANY
Transpacific Development Company
3250 Ocean Park Boulevard
Suite 110
Santa Monica, California  90405

Gentlemen:
We hereby establish our Irrevocable Letter of Credit and authorize you 
to draw on us at sight for the account of BARCLAY-CURCI INVESTMENT COMPANY, 
a California general partnership, the aggregate amount of Two Million Four 
Hundred Forty-One Thousand Three Hundred Forty-Nine and 41/100 Dollars 
($2,441,349.41).
Funds under this Letter of Credit are available to the beneficiary 
hereof as follows:
Any or all of the sums hereunder may be drawn down at any time and 
from time to time from and after the date hereof by Barclay-Curci 
Investment Company ("Beneficiary") when accompanied by this Letter of 
Credit and a written statement signed by Shurl Curci, Roberta Irish, or Tom 
Irish (each, an "Authorized Representative"), certifying that such moneys 
are due and owing to Beneficiary, and a sight draft executed and endorsed 
by an Authorized Representative.
This Letter of Credit is transferable in its entirety.  Should a 
transfer be desired, such transfer will be subject to the return to us of 
this advice, together with written instructions, including the designation 
of new Authorized Representatives.
The amount of each draft must be endorsed on the reverse hereof by the 
negotiating bank.  We hereby agree that this Letter of Credit shall be duly 
honored upon presentation and delivery of the certification specified 
above.
This Letter of Credit shall expire on ______________.
Notwithstanding the above expiration date of this Letter of Credit, 
the term of this Letter of Credit shall be automatically renewed for 
successive, additional one (1) year periods unless, at least thirty (30) 
days prior to any such date of expiration, the undersigned shall give 
written notice to Beneficiary, by certified mail, return receipt requested 
and at the address set forth above or at such other address as may be given 
to the undersigned by Beneficiary, that this Letter of Credit will not be 
renewed.
This Letter of Credit is governed by the Uniform Customs and Practice 
for Documentary Credits (1983 Revision), International Chamber of Commerce 
Publication 400.

Very truly yours,
(Name of Issuing Bank)

By:__________________________________


EXHIBIT I
INTENTIONALLY OMITTED

EXHIBIT J
HVAC SPECIFICATIONS; FLOOR LOAD SPECIFICATIONS
An air-conditioning system will be provided throughout the term of the 
Lease.  Interior space shall be provided with thermostatically controlled 
zones.  The system is designed to be of sufficient capacity to maintain an 
average inside temperature of 75  F plus or minus 2 degrees during the summer
and 70  F plus or minus 2 degrees during the winter, based upon outside
temperatures as defined by ASHRAE standards for the area and in accordance
with an occupancy of one person per 200 square feet and an average
electrical load of 6 watts per square foot (lighting and power). 
These temperatures are subject to the conditions and requirements of State
and Federal Energy Regulating Bodies including the California Energy 
Conservation Standards for non-residential buildings.


FLOOR LOAD SPECIFICATIONS
2nd Floor -	Dead Load:	49 pounds per square foot (including 20 
pounds per square
foot partition load)
	Live Load:	50 pounds per square foot on typical floor with 
100 pounds
per square foot in corridors
3rd Floor -	Dead Load:	Same specifications as 2nd floor
	Live Load:	Same specifications as 2nd floor

EXHIBIT K
JANITORIAL SPECIFICATIONS









EXHIBIT L
FORM OF EXPENSE STATEMENT


Expense Statement
Line Items	
Cleaning
Utilities
HVAC
Elevators
Administration
Management Fee
Landscape/Grounds
Security/Life Safety
General Building
Building Repairs
Parking Operations
Taxes
Insurance

OFFICE LEASE

SANTA MONICA BUSINESS PARK


BARCLAY-CURCI INVESTMENT COMPANY,
a California general partnership,

as Landlord,

and
ACTIVISION, INC.,
a Delaware corporation,
as Tenant

OFFICE LEASE
TABLE OF CONTENTS
Article												    Page
1. FUNDAMENTAL LEASE PROVISIONS	1
2. PREMISES	2
3. TERM	3
4. BASIC RENT PAYMENTS	3
5. TENANT PARKING	4
6. ADDITIONAL RENT	4
7. TAXES PAYABLE SOLELY BY TENANT	9
8. LATE PAYMENTS	9
9. SECURITY DEPOSIT; LETTER OF CREDIT	9
10. SIGNS	11
11. USE	13
12. SERVICE AND UTILITIES	13
13. ENTRY BY LANDLORD	16
14. MAINTENANCE AND REPAIR; COMPLIANCE WITH LAW	16
15. ALTERATIONS AND ADDITIONS	17
16. INDEMNITY	18
17. INSURANCE	18
18. DAMAGE AND DESTRUCTION	19
19. CONDEMNATION	20
20. LIENS	20
21. DEFAULTS BY TENANT	21
22. LANDLORD'S REMEDIES	21
23. LANDLORD EXCULPATION	22
24. COSTS OF SUIT	23
25. SURRENDER OF PREMISES; HOLDING OVER	23
26. SURRENDER OF LEASE	24
27. TRANSFER OF LANDLORD'S INTEREST	24
28. ASSIGNMENT AND SUBLETTING	24
29. ATTORNMENT	28
30. SUBORDINATION AND NONDISTURBANCE	28
31. ESTOPPEL CERTIFICATE	29
32. INTENTIONALLY OMITTED	29
33. QUIET ENJOYMENT	29
34. WAIVER OF REDEMPTION BY TENANT	29
35. BROKERS	29
36. RULES AND REGULATIONS	29
37. NOTICES	29
38. WAIVER	30
39. MISCELLANEOUS	30
40. RIGHT OF FIRST OFFER	33
41. OPTION TERM	34
42. INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS	34

Exhibits
A	Description of Premises
A-1	Outline of Project
B	Verification of Term and Basic Rent
C	Tenant Work Letter
D	Subordination of Lease
D-1	Subordination of Deed of Trust
E	Estoppel Statement
F	Building Rules and Regulations
G	Parking License Agreement
H	Form of Letter of Credit
I	Intentionally Omitted
J	HVAC Specifications; Floor Load Specifications
K	Janitorial Specifications
L	Form of Expense Statement

INDEX OF DEFINED TERMS

Abatement Event	13
Abatement Notice	13
Additional Allowance	1
Additional Rent	3
Affiliates	25
After-Hours Charges	12
After-Hours HVAC	12
Agreed Rate	29
Alterations	14
Bankruptcy Code	25
Base Building	15
Base Building Work	1
Base Year	7
Basic Rent	4
BOMA	2
Building	2
Building HVAC System	12
Building Signage	11
Building Standard	11
Business Hours	11
Cap	5
Commencement Date	3
Common Area	7
Contemplated Effective Date	22
Contemplated Transfer Space	22
Control	25
Cost Pools	8
Eligibility Period	13
Excess Use	13
Expenses	4
Facade Modification	1
First Offer Commencement Date	31
First Offer Rent	31
First Offer Space	31
Force Majeure	29
Foreclosure	26
Frontage Area	30
HVAC	12
HVAC Upgrade	12
Intention to Transfer Notice	22
Landlord	1
Landlord's Base Year Costs	4
Landlord Parties	20
L-C	9
L-C Reduction	10
Lease Year	3
Lines	30
Market Capitalization	10
Mortgagee	16
Non-Disturbance Agreement	26
Operating Expenses	4
Option Term	32
Original Tenant	31
Other Improvements	30
Premises	2
Pre-Occupancy Period	3
Pre-Occupancy Space	3
Project	2
Proposed Effective Date	22
Renovations	30
Rent	3, 19
Rentable Area	2
Rental	3
Security Deposit	9
Six Month Period	22
Subsequent Year	7
Superior Right Holders	31
Systems and Equipment	15
taking	18
Tax Expenses	7
Tenant	1
Tenant's Share	7
Tenant Improvements	1
Tenant Sign	10
Term	3
Termination Date	26
Transfer	22
Upgrade Costs	12
Usable Area	2

 
Continued from the previous page

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(iv)
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(ii)
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</TABLE>