THIS LEASE is made and executed this first day of August, 1996 BETWEEN PAULIST
PRODUCTIONS, Lessor (whether one or more), AND HEURISTIC DEVELOPMENT GROUP,
Lessee (whether one or more),

                                  WITNESSETH:

     That Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor
those certain premises known as: Suite No. Penthouse on the third floor and one
room on the first floor of that certain Building known as the _____________ at
17575 Pacific Palisades, California 90272

     NOW, THEREFORE, it is mutually agreed as follows: 

     1. The Term of this lease shall be for a period of 1 years, beginning on
the 18th day of August, 1996.

     2. Lessee agrees to pay to Lessor as rental for said premises the total sum
of $2675.00.

     Lessee and Lessor agree that this is a continuous agreement based on
original agreement dated August 3, 1994, with specific changes. Therefore,
deposit had already been complied with, as well as last month's rent.

     Each installment of rental shall be payable in advance on this first day of
each month, execpt the first monthly installment which shall be payable by
Lessee to Lessor upon the date of the execution of this Lease by Lessee. All
rental installments payable hereunder shall be paid in lawful money of the
United States at the Lessor's office address appearing under Lessor's signature
hereinbelow, or at such other place as Lessor may from time to time designate in
writing, and shall be free from all demands, claims or set-offs against Lessor.

     3. As a separate and independent consideration for the execution of this
Lease by the Lessor, Lessee has paid to Lessor and Lessor acknowledges receipt
from Lessee of the sum of $ -n/a-, and it is hereby agreed that if on the date
of the commencement of the last month of the term of this lease, Lessee has
faithfully and fully performed the terms and provisions of this Lease on Lesees
part to be kept and  performed  hereunder  and has paid to Lessor the rental as
herein  provided to be paid by Lessee to Lessor,  Lessee  shall be  permitted to
occupy,  use and enjoy the demised premises during the last month of the term of
this Lease  beginning  on the 18th day of August 1997 and ending on the 17th day
of  September  1997 without  obligation  or liability to pay any rental for said
month.

         4. If for any reason whatever  Lessor cannot deliver  possession of the
demised  premises to Lessee at the  commencement  of the term of this Lease,  as
hereinbefore  specified,  this Lease  shall not be void or  voidable,  nor shall
Lessor be liable to Lessee for any loss or damage resulting  therefrom.  In such
event,  this  Lease  shall  automatically  commence  upon the  date the  demised
premises  are ready for  delivery  to Lessee and,  regardless  of the date above
specified for the commencement  and termination of said Lease,  this Lease shall
continue  from the date the  demised  premises  are ready for  occupancy  or are
occupied  by Lessee  (whichever  date  shall  first  occur)  and shall  continue
thereafter for the full period specified above  constituting the duration of the
term of this  Lease  plus a  preliminary  period  comprising  the number of days
elapsing  between the day of the  commencement of the term (if such day be other
than  on the  first  day of the  month)  and the  first  day of the  month  next
succeeding  such date,  provided,  however,  that no rent shall be due hereunder
until the demised  premises  are ready for  occupancy or are occupied by Lessee,
whichever  date shall first occur,  and the rent shall be prorated on the thirty
(30)  day  basis  for the  number  of days,  if any,  elapsing  from  and  after
commencement date and the first day of the immediately  ensuing month comprising
the first  full month of the  leasehold  term.  If for any  reason the  Building
should not be  completed  or  occupancy  of Lessee's  suite is not  furnished to
Lessee on or before  the 18th day of August  1996 so as to result in the  actual
commencement  of the term of this Lease on or before said date, said Lease shall
be of no further  force or effect and Lessor  shall be  relieved  of all further
liability  or  responsibility  to Lessee  upon  returning  in full (a) the first
monthly  installment  of rent  paid by  Lessee  to  Lessor  upon the date of the
execution of this Lease by Lessee,  and (b) the sum acknowledged by Lessor under
the provisions of Paragraph 3 as having been received from Lessee.

         5. Lessee shall use the leased premises as and for Software development
offices and for no other purposes  unless the consent of Lessor in writing for a
different use by Lessee is first had and obtained by Lessee.

         6. Lessee will conduct himself and will cause Lessee's employees, agent
and invitees to conduct themselves with full regard for the rights,  convenience
and welfare of all other tenants of the Building.  Should Lessee be a physician,
dentist,  chiropractor,  chiropodist,  radiologist,  or plastic surgeon,  Lessee
agrees to comply with all applicable written or unwritten  professional codes or
rules of ethics, including those of the American Medical Association.

         Lessee further  agrees to comply with and cause the  employees,  agents
and invitees of Lessee to comply with the rules and regulations of the Building,
which are hereinafter  set forth and hereby made a part of this Lease,  and with
all  supplements  and amendments  thereto which Lessor may, after giving notice,
hereafter adopt. Any violation by Lessee or by its employees, agents or invitees
of any such rule or  regulation  heretofore  or  hereafter  adopted,  amended or
supplemented by Lessor shall constitute a default by Lessee under this Lease and
shall make available to Lessor the remedies hereunder provided by Paragraph 14.

         7. Lessee  shall not assign or  hypothecate  this Lease or any interest
therein and shall not sublet the demised  premises or any part  thereof in whole
or in part or suffer any other  person,  save and except the employees or agents
of Lessee, to occupy said demised premises without the written consent of Lessor
being  first  had  and  obtained.  A  consent  to  one  assignment,  subletting,
occupation or use by any other person shall not be deemed to be a consent to any
subsequent assignment, subletting, occupation or use by another person. Any such
assignment or subletting  without such consent aforesaid by Lessor shall be void
and shall, at the option of Lessor,  terminate this Lease. This Lease shall not,
nor shall any interest therein, be assignable,  as to the interest of Lessee, by
operation of law, without the written consent of Lessor.

         8. Lessee states and covenants that no representations as to the use or
condition of said  premises or as to the terms of this Lease were made by Lessor
or Lessor's agents prior to or at the execution of this Lease, other than as may
be otherwise expressly set forth and contained herein and that there are no oral
agreements  between Lessee and Lessor in respect to the demised  premises or the
use or the condition thereof, that said premises shall not be altered,  repaired
or changed by Lessee  without  the  written  consent of Lessor,  and that unless
otherwise  provided by this Lease,  all  alterations,  improvements,  or changes
shall be done  either by or under the  direction  of Lessor,  but at the cost of
Lessee  and  all  alterations,  additions  or  improvements  made  in or to said
premises  shall be the  property of Lessor and shall  remain and be  surrendered
with said  premises  upon the  termination  of this Lease,  or, at the option of
Lessor,  said premises shall be restored to their original condition at the cost
of Lessee,  that all damage or injury done to the  prmises by Lessee,  or by any
person who may be in or upon the  premises  by the  consent of Lessee,  shall be
paid for by Lessee upon demand,  and that said premises  shall be surrendered in
as good  condition  as the  same are now in,  depreciation  for  reasonable  use
thereof excepted. Any and all basins, lavatories, sinks, water closets, lighting
fixtures, receptacles, hardware, cabinets, partitions, doors and floor coverings
other than carpets, are herein construed to be permanent  improvements and shall
not be removed from the premises  upon the  expiration  or  termination  of this
Lease, unless otherwise herein stated.



         9. In the event of a partial destruction of the demised premises during
said term, from any cause,  Lessee shall promptly give written notice thereof to
Lessor and Lessor  thereafter  shall proceed  forthwith to repair said premises,
provided  that  following  the  receipt by Lessor of such  written  notice  from
Lessee,  such  repairs  can be made  within  sixty  (60) days under the laws and
regulations  of  State,  County  or  Municipal  authorities,  but  such  partial
destruction  shall in nowise annul or void this Lease,  except that Lessee shall
be entitled to a  proportionate  deduction  of rent while such repairs are being
made,  such  proportionate  deduction  to be based  upon the extent to which the
making of such repairs shall interfere with the business carried on by Lessee on
said premises. If such repairs cannot be made in sixty (60) days, Lessor may, at
Lessor's  option,  make the same within a reasonable time, this Lease continuing
in full force and effect and the rent to be proportionately rebated as aforesaid
in this paragraph  provided.  In the event that Lessor does not so elect to make
such repairs which cannot be made in sixty (60) days, or such repairs  cannot be
made under such laws and regulations, this Lease may be terminated at the option
of either  party.  In the event that the  Building be destroyed to the extent of
not less than 33 1/3 per cent of the replacement cost thereof,  Lessor may elect
to terminate this Lease, whether the demised premises be injured or not. A total
destruction of the Building shall terminate this Lease.

         10. Lessee agrees that it will, at its own expense at all times during
the  leased  term,  maintain  in force a policy  or  policies  of  comprehensive
liability  insurance,   including  property  damage,  written  by  one  or  more
responsible insurance companies, which shall insure Lessee against liability for
injury  to  persons  and/or  property  and the death of any  person  or  persons
occurring  in or about the  premises.  Each such policy  shall be approved as to
form and insurance  company by Lessor and shall contain a clause or  endorsement
wherein the Insurer  agrees to  indemnify  and hold Lessor and  Lessor's  agent,
servants,  and employees harmless from and against all costs,  expenses,  and/or
liability arising out of or based upon any and all claims, injuries and damages.

         11. During usual business hours (8 A.M. to 7 P.M., Sundays and holidays
excluded) Lessor agrees to supply for the  demised  premises hereby lease water,
heat,  gas,  service and  electric  current for  lighting  and air  conditioning
purposes.  Lessor  shall be the sole judge of the  character  and amount of said
water,  heat, gas,  service,  and Lessor shall not be liable for any stoppage or
interruption  of any said  services  caused  by riot,  strike,  labor  disputes,
accident or necessary repairs.

         12. The  voluntary  or other  surrender  of this Lease by Lessee,  or a
mutual cancellation  thereof,  shall not work a merger, and shall, at the option
of Lessor,  terminate all or any existing subleases or subtenancies,  or may, at
the  option  of  Lessor,  operate  as an  assignment  to him of any or all  such
subleases or subtenancies.

         13. Lessee  acknowledges that Lessee's  acceptance of possession of the
demised  premises  will  constitute  a  conclusive  admission  that  Lessee  has
inspected the same and found said demised  premises to be in good  condition and
repair and in all respects in  accordance  with the  obligation  of Lessor under
this Lease, Lessee hereby waiving all right to make repairs at Lessor's expense.
During the term  hereof  Lessee  will  maintain  the  demised  premises  in good
condition and repair in compliance with Lessor's  written  instructions,  except
for damage not caused by any  negligence of Lessee or of any employee,  agent or
invitee  of  Lessee,  and  Lessee  will  maintain  all  of  Lessee's  furniture,
furnishings  and equipment  located on the demised  premises in a good, neat and
attractive  condition  and in good taste and  repair.  Lessee  will not make any
alterations  or  additions  to or install  partitions  or  built-in  fixtures or
facilities on the demised premises  without  Lessor's  previous written consent.
Any  alterations,  additions,  partitions,  or  built-in  fixtures  made  to  or
installed on the demised  premises by Lessee with Lessor's  consent will be done
in accordance with and subject to the written  directions and conditions  issued
by Lessor,  and shall become a part of the Building and property of Lessor.  All
such construction,  alterations,  or repairs in or to the demised premises shall
be at Lessee's expense.

         Lessor  shall not be  obligated  or  required  to replace or repair any
plumbing in, upon,  or about the demised  premises  should such  replacement  or
repair be made necessary by the fault or neglect of Lessee.  Lessor shall not be
liable for any damage  occasioned by the demised  premises  being out of repair,
nor for any damage  done to or done or  occasioned  by or from  plumbing or from
gas, water,  steam,  or other pipes, or the bursting,  leaking or running of any
closet,  tank, plumbling or other damage by water in, above, or upon the demised
premises, except as provided for by law, nor for any damage arising from any act
or neglect of any  co-tenant or other  occupants of the Building or by occupants
of adjoining or  contiguous  property.  Lessee  shall  reimburse  Lessor for all
damage to the  Building  or to any suite  therein,  as well as for all damage to
tenants  or  occupants  thereof  caused  by any  negligent  act of  omission  or
commission  on the part of Lessee,  its agents,  servants,  or  invitees,  or by
Lessee's  misuse  or  neglect  of  the  demised   premises,   its  apparatus  or
appurtenances,  and Lessee agrees to hold Lessor harmless from all loss, expense
or liability or from any claim for damages to persons or property resulting from
the  neglect  or  misuse  of the  demised  premises  by  Lessee  or by  Lessee's
employees, agents, invitees or guests.

         14. In the event of any breach of this Lease by  Lessee,  then  Lessor,
besides  other rights or remedies he may have,  shall after giving proper notice
have the  immediate  right of re-entry  and may remove all persons and  property
from the demised premises.  Such property may be removed and stored in any other
place in the  Building,  or in any other  place,  for the account of, and at the
expense and at the risk of Lessee.  Lessee  hereby waives all claims for damages
which may be caused by Lessor's  removing or storing the  furniture and property
as herein  provided,  and will save Lessor  harmless  from any loss,  costs,  or
damages  occasioned Lessor thereby,  and no such re-entry shall be considered or
construed to be a forceable  entry.  Should Lessor elect to re-enter,  as herein
provided, or should he take possession pursuant to legal proceedings or pursuant
to any notice provided for by law, he may either  terminate this Lease or he may
from time to time, without  terminating this Lease,  re-let the demised premises
or any part  thereof  for such term or terms and at such  rental or rentals  and
upon such other terms and  conditions as Lessor in his sole  discretion may deem
advisable,  with the  right  to make  alterations  and  repairs  to the  demised
premises. Rentals received by Lessor from such reletting shall be applied first,
to the payment of any  indebtedness,  other than rent, due hereunder from Lessee
to Lessor; second, to the payment of any cost of such re-letting;  third, to the
payment of the cost of any  alterations  and  repairs to the  demised  premises;
fourth,  to the payment of rent due and unpaid  hereunder,  and the residue,  if
any,  shall be held by Lessor and  applied in payment of future rent as the same
may become due and payable  hereunder.  Should such rentals  received  from such
re-letting  during any months be less than that  agreed to be paid  during  that
month by Lessee hereunder, then Lessee shall pay such deficiency to Lessor. Such
deficiency  shall be  calculated  and paid  monthly.  No such re-entry or taking
possession  of the demised  premises by Lessor shall be construed as an election
on  Lessor's  part to  terminate  this  Lease  unless a  written  notice of such
intention be given to Lessee or unless the  termination  thereof be decreed by a
Court of competent  jurisdiction.  Notwithstanding  any such re-letting  without
termination, Lessor may at any time thereafter elect to terminate this Lease for
such previous  breach.  Should Lessor at any time  terminate  this Lease for any
breach,  in addition  to any other  remedies  he may have,  he may recover  from
Lessee all damages Lessor may incur by reason of such breach, including the cost
of recovering the demised premises,  and including the worth at the time of such
termination  of the excess if any, of the amount of rent and charges  equivalent
to rent  reserved  in this Lease for the  remainder  of the stated term over the
then  reasonable  rental value of the demised  premises for the remainder of the
stated term.

         15.  Lessor shall not be liable and Lessee hereby waives all claims for
damages that may be caused by Lessor in re-entering and taking possession of the
demised premises as herein provided,  and all claims for damages that may result
from the  destruction  of or injury to the  demised  premises  or the  Building.
Lessor  shall  not,  in any  event,  be liable  for any loss,  theft,  damage or
injuries to the  property or person of Lessee,  or any  occupants of the demised
premises.

         16. Either (a) the  appointment of a Receiver to take possession of all
or  substantially  all of the assets of Lessee,  or (b) a general  assignment by
Lessee for the  benefit of  creditors,  or (C) any action  taken or  suffered by
Lessee under any insolvency or bankruptcy act shall  constitute a breach of this
Lease by Lessee.

         17. If Lessee be an  individual  and should  die,  or during a national
emergency should enter the Armed Forces of the United States,  this Lease may be
terminated  within  sixty  (60) days  thereafter  at the  option of Lessor or of
Lessee or of Lessee's personal  representative,  upon Lessor giving to Lessee or
Lessee's personal representative,  or Lessee or Lessee's personal representative
giving to Lessor,  not less than  thirty (30) days'  notice in  writing.  By the
effective date of the  accelerated  termination  under this paragraph  Lessee or
Lessee's personal  representative will pay to Lessor all rent due up to the date
of the  accelerated  termination  and any other sums  owing to Lessor  under the
provisions of this Lease,  and will remove all personal  property in the demised
premises  owned by Lessee of  Lessee's  estate.  If Lessee be a  partnership  or
co-tenancy  and one of the  partners  or  co-tenants  should  die,  or  during a
national emergency should enter the Armed Forces of the United States, he or his
estate will be released from all prospective,  but not accrued,  liability under
this Lease,  provided the surviving or remaining  partners or co-tenants execute
an assumption agreement acceptable to Lessor.

         If during the term of this Lease, Lessee becomes disabled to the extent
that Lessee is unable to practice his profession profitably,  further obligation
under  this Lease  shall  cease upon  payment  of three (3)  months'  rent after
notifying Lessor in writing of the existence of such disability.  This provision
will not operate to relieve Lessee of liability for rent unless Lessee furnishes
Lessor with a certificate of such disability duly certified by a physician to be
mutually agreed upon by both parties, said physician to be an M.D.

         18.  Lessee  shall permit  Lessor and Lessor's  agent to enter into and
upon the demised  premises at all  reasonable  times upon proper  notice for the
purpose of inspecting the same,  cleaning  windows and performing  other janitor
service,  or for the purpose of  maintaining  the  Building in which the demised
premises are  situated,  or for the purpose of making  repairs,  alterations  or
additions  to any other  portion of said  Building  including  the  erection  of
scaffolding,  props, or other mechanical  devices, or for the purpose of posting
notices of  non-liability  for  alterations,  additions  or repairs,  or for the
purpose of placing upon the  property in which the demised  premises are located
any usual or ordinary "FOR SALE" signs,  without any rebate of rent to Lessee or
damages for any loss of  occupation or quiet  enjoyment of the demised  premises
thereby occasioned, and shall permit Lessor, at any time within  thirty (30)days
prior to the  expiration  of this Lease,  to place upon the windows and doors of
the premises any usual or ordinary "FOR RENT" signs.  Lessor and Lessor's agents
may during said last  mentioned  period,  at  reasonable  hours,  enter upon the
demised premises and exhibit the same to prospective lessees.




         19. This Lease shall be, and is hereby  declared to be,  subject to all
present or future mortgages or deeds of trust affecting the said building or the
land covered thereby.

         20.  Lessee is hereby  given an option to extend the term of this Lease
for a period of year to year commencing immediately after the expiration date of
the original term hereof, upon the same terms and conditions, but at the average
rate charged for other  offices in the Building at the beginning of this option.
Lessee  may  exercise  this  option by  written  notice to Lessor not later than
ninety  (90) days  prior to the  expiration  date of the  original  term of this
Lease. See below.

         21. Upon expiration or other termination of this Lease, Lessee shall be
entitled to removal from the demised premises of all Lessee's movable furniture,
equipment, trade fixtures, and personal property.

         22. In case Lessor should bring suit or cross complaint  against Lessee
in any suit for the purpose of recovering  possession  of the premises,  for the
recovery  of any sum due  hereunder,  or because  of the breach of any  covenant
herein on the part of Lessee, or in case Lessee should bring suit against Lessor
or cross complaint  against Lessor in any suit for breach of any covenant herein
on the part of Lessor,  and should Lessor or Lessee, as the case may be, prevail
in any such suit, or prevail upon a cross complaint filed by Lessor or Lessee in
any such suit,  the party  against  whom  judgment  in any such suit is rendered
shall pay to the other party a reasonable  attorney's  fee and shall be entitled
to a specific  provision in the judgment  awarding  such  prevailing  party such
reasonable attorney's fee.

         23. This Agreement is binding on the heirs, executors,  administrators,
personal  representatives,  assigns  and  successors  in interest of the parties
hereto.

         24.  All  notices  to be  given  to  Lessee  may be  given  in  writing
personally  or by  depositing  the  same  in the  United  States  Mail,  postage
pre-paid, and addressed to Lessee at the demised premises, whether or not Lessee
has departed from, abandoned or vacated the demised premises.

         25.  The  waiver  by Lessor of any  breach  of any  term,  covenant  or
condition  herein  contained  shall not be  deemed to be a waiver of such  term,
covenant or  condition or any  subsequent  breach of the same or any other term,
covenant or condition herein  contained.  The acceptance of rent hereunder shall
not be construed  to be a waiver of any breach by lessee of any term,  covenant,
or condition of this Lease.

         26. It is  understood  and agreed  that the  remedies  herein  given to
Lessor shall be  cumulative,  and the exercise of any one remedy by Lessor shall
not be to the exclusion of any other remedy.

         27. If Lessee holds  possession of the demised  premises after the term
of this Lease,  such Lessee shall become a tenant from  month-to-month  upon the
terms herein  specified and at the same monthly rental as is herein  provided to
be paid by Lessee to Lessor,  such  rental to be  payable  monthly in advance in
lawful money of the United  States on the first day of each month  commencing on
the first day of the month  following the  expiration of the term of this Lease.
Lessee shall  continue to be such tenant until such tenancy  shall be terminated
by Lessor,  or until Lessee shall have given to Lessor a written notice at least
one (1) month prior to the date of  termination  of such monthly  tenancy of his
intention to terminate such tenancy.

         28. Time is of the essence of this Lease.

         Item 20 cont.:  Monthly rental on follow-on  lease for each  additional
year will be adjusted at a rate not to exceed 7 percent.


         IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Lease in
duplicate the day and year first above written.

PAULIST PRODUCTIONS, INC.                                HEURISTIC DEVELOPMENT
                  Lessor                                 GROUP
                                                                  Lessee

/s/ Enid Sevilla                                         /s/ Steven R.Gummins
- ----------------                                         --------------------
Enid Sevilla                                             Steven R. Gumins
17575 Pacific Coast Highway                              2677 Rambla Pacifico
Pacific Palisades, CA 90272                              Malibu, CA 90265







RULES AND REGULATIONS OF THE BUILDING

         1. No loitering or  gatherings  shall be permitted in the  entranceway,
hallways, stairways, corridors or rest rooms of the Building. The elevators, the
spaces  and the rooms  which are made  available  for use by  Tenants  and their
employees and invitees in common shall be used only for the respective  intended
purposes.

         2. All plumbing  fixtures and facilities in the offices and in the rest
rooms  shall be used for the  respective  intended  purposes  and no act will be
permitted which might cause a stoppage or an overflow.

         3. The Building  Management  shall determine the location of connecting
inlets of all telephones and all electrical,  gas and water appliances,  none of
which may be installed by a Tenant  without the written  consent of the Building
Management, and then only in compliance with its directions and at Tenant's risk
and expense.  Each Tenant shall be  responsible to the Owner of the Building and
to other Tenants  for any  damage  that  might be  caused  by the  installation,
maintenance  or  operation  of any  telephone  or any  electrical,  gas or water
appliance  which shall be installed by a Tenant with the consent of the Building
Management.

         4. Tenant shall not mark, drive nails or screws,  or drill into, paint,
or in any way deface the walls,  ceilings,  partitions,  floors,  wood, stone or
iron work.

         5. No object or article  which is  unusually  weighty or bulky shall be
used or  maintained  in any office  without the written  consent of the Building
Management,  and then only in compliance with its directions as to size, weight,
location, type of platform and maintenance.

         6.  Tenant  shall not do  anything  in the  premises,  or bring or keep
anything therein, which will in any way increase or tend to increase the risk of
fire or the rate of insurance,  or which shall conflict with the  regulations of
the  Fire  Department  or the  fire  laws or with any  insurance  policy  on the
building or any part thereof, or with any rules or ordinances established by the
Board of Health;  and Tenant shall not use any machinery or device therein which
may  cause any  noticeable  noise or jar,  or  tremor  or injury to the  floors,
ceiling or walls, or which by its weight might injure the floors or walls of the
building.

         7. No person, other than an employee of the Building,  shall be allowed
to do any work or perform any installation, repair or maintenance service in any
office on furniture, fixtures or equipment owned or installed by a Tenant unless
a Work Permit on the form furnished by the Building  Management  shall be filled
in and signed by the Tenant and  countersigned by the Building  Management.  The
work or  installation  authorized  by the Work Permit  shall be done at Tenant's
risk and expense.

         8. No part of any  office  shall be used as a  dwelling.  No  household
cooking,  assembling or manufacturing  shall be permitted in any office,  and no
dogs,  other  animals or birds shall be allowed in any office or any part of the
Building.

         9. No Tenant shall be entitled to obtain any  rubbish,  waste matter or
discarded  objects in any office more than forty-eight (48) hours, and shall not
place any object or material in the corridors, stairways, entranceway, elevators
or rest rooms.

         10. All janitor and cleaning service in the offices and in the Building
shall be performed  only by  employees  of the  Building or persons  approved in
writing by the Building Management.

         11. Name plates of Tenants  shall be uniform and shall be  installed at
the  locations  and shall be of the size and type as  prescribed by the Building
Management.

         12. No unusual or abnormal noises, either mechanical or vocal, shall be
permitted,  and the  transmission  by Tenant of audible  sound by  electrical or
mechanical  means or by radio,  television or phonograph shall not be permitted,
except with the written approval of the Building Management.







         13.  Nothing  shall be thrown or  allowed  to drop out of any window or
down the  stairways  or the  elevator  shaft,  and no device or object  shall be
placed, erected or maintained in window sills or in the window space, other than
window blinds, or drapes and devices furnished by Tenant and approved in writing
by the Building Management.

         14. No auction or public  sale shall be  conducted  in any  office.  No
Tenant  shall  invite or permit to remain in any  office,  or in any part of the
Building,  any  peddler,   beggar  or  solicitor,  or  any  person  who  may  be
objectionable  to other Tenants because of  intoxication,  belligerence or other
reasons.

         15. No mechanical conveyances,  including baby carriages, but excepting
wheelchairs, shall be allowed in the elevators, on the stairways or in the upper
hallways of the Building.

         16. No device or substance which shall emit any  discernible  obnoxious
odors or any smoke, gas or vapor shall be allowed to escape from any office into
any part of the Building.

         17. Unless approved in writing by the Building Management,  no windows,
glass doors, transoms, skylights or other opaque areas in the Building which are
designed  to admit or  transmit  natural or  artificial  light shall be covered,
obscured or  obstructed in any manner.  No awnings shall be allowed.  Any window
shade  desired by a Tenant shall be installed at his expense and must be of such
uniform  shape,  color,  material and make as may be  prescribed by the Building
Management.

         18. No name, sign, trademark,  design,  notice, legend or advertisement
shall be  painted  or  applied  on or  affixed to the doors or windows or to the
exterior of any wall of any office without the written  approval of the Building
Management, and then only in compliance with its directions and at Tenant's risk
and expense.

         19. No office shall be redecorated or restyled without the written
approval of the Building Management, and then only in compliance with its





directions and at Tenant's risk and expense.

         20.  Tenants shall  purchase  supplies only from those firms which will
comply with the  regulations  controlling  deliveries that are prescribed by the
Building Management.

         21. All equipment or personal  property of a size or weight which might
interrupt  elevator  service  must be  delivered or removed from the Building in
accordance with regulations posted or retained in the office of the Building.

         22. No employee of the Building or  independent  contractor  performing
services  in or about the same will be allowed to perform  any  services  for or
fulfill any instructions of a Tenant, except on specific  authorization from the
Building  Management,  and no Tenant shall request any special  service or issue
any  instructions to employees of the Building except with the written  approval
of the Building  Management.  All special  services of employees of the Building
which  shall be approved by the  Building  Management  shall be done at Tenant's
risk and expense.


                                 DO NOT RECORD

This standard form covers most usual problems in the field indicated. Before you
sign, read it, fill in all blanks,  and make changes proper to your transaction.
Consult a lawyer if you doubt the form's fitness for your purpose.