EXHIBIT B

                         BUILDING RULES AND REGULATIONS

     The  following  rules and regulations are written to protect the safety and
quiet  enjoyment  of  each  and  every tenant in the building.  Any violation of
these  rules  and regulations, which continues after written notice by Landlord,
shall  be  sufficient  cause,  at  the option of the Landlord, to terminate this
Lease.

     The  Landlord  may,  upon  request  by Tenant, waive the compliance by such
Tenant  of  any  of  the  foregoing rules and regulations, providing that (i) no
waiver  shall  be  effective  unless signed by Landlord or Landlord's authorized
agent, (ii) any such waiver shall not relieve such Tenant from the obligation to
comply  with such rule or regulation in the future unless expressly consented to
by  Landlord,  and  (iii)  no  waiver  granted to Tenant shall relieve any other
tenant from the obligation of complying with the foregoing rules and regulations
unless such other tenant has received a similar waiver in writing from Landlord.

     1.     The  plaza,  sidewalks,  entrances, elevators, stairways, corridors,
janitor  closets,  mechanical  rooms,  telephone  closets, or other parts of the
Building not occupied by tenants shall not be obstructed or used for any purpose
other  than ingress or egress to and from the Premises.  Landlord shall have the
right  to  control  and  operate  the  public  portions of the Building, and the
facilities  furnished  for  the  common  use  of  the tenants, in such manner as
Landlord  deems  best for the benefit of the tenants generally.  No tenant shall
permit  the  visit  of  the  Premises  of  persons in such numbers of under such
conditions  as  to  interfere with the use and enjoyment by other tenants of the
entrances,  corridors,  elevators and other public portions or facilities of the
Building.

     2.     Mats,  trash,  or  other  objects  are  prohibited in the public and
service  corridors.

     3.     Equipment which must be installed on the roof of the Building is not
permitted  without  the prior written consent of the Landlord and, if permitted,
must  be  installed  in  a  manner  acceptable  to  the  Landlord.

     4.     Signs,  advertisements,  notices  or  other  lettering  shall not be
exhibited,  inscribed,  painted  or  affixed  by  any  tenant on any part of the
outside  or inside of the premises or Building without the prior written consent
of Landlord.  In the event of the violation of the foregoing by Tenant, Landlord
may  remove  same  without any liability, and may charge the expense incurred by
such removal to Tenant or any tenants violating this rule.  All suite entry door
signs  and  directory  tablet  shall be inscribed, painted or affixed in a size,
color  and  style  conforming  to  building standard.  No nails, hooks or screws
shall  be  driven  or  inserted  in  any part of the Building except by Building
maintenance  personnel.  No  curtains or other window treatments shall be placed
between  the  glass  and  the  Building  standard  window  treatments.

     5.     The  water and janitor closets and other plumbing fixtures shall not
be used for any purpose other than those for which they were constructed, and no
sweepings,  rubbish,  rags,  or  other  substances shall be thrown therein.  All
damages  resulting  from any misuse of the fixtures shall be borne by the tenant
who,  or  whose  servants, employees, agents, visitors or licensees, caused said
damage.

     6.     Marking,  painting,  drilling  into  or  other  forms of defacing or
damage  to  any  part of the Premises or the Building is not permitted.  Boring,
cutting  or  stringing  of wires is not permitted.  Tenants are not permitted to
construct,  maintain, use or operate within the Premises, or elsewhere within or
on  the  outside  of the Building, any electrical device, wiring or apparatus in
connection  with  a  loud  speaker  system  or  other  sound  system.

     7.     Bicycles,  vehicles,  animals,  birds,  or  pets of any kind are not
permitted  in  the  Building  except  guide dogs for the blind.  Bicycles may be
stored  in  bicycle  racks  if  provided  within  the  Building.

     8.     Inflammable,  combustible  or  explosive fluid, paints, chemicals or
other  substances  are  not  permitted  in  the  Building.

     9.     No tenant shall make, or permit to be made, any disturbing noises or
disturb or interfere with occupants of this or neighboring buildings or premises
or  those  having  business  with  then,  whether  by  the  use  of  any musical
instrument,  radio,  talking machine or in any other way.  No tenant shall throw
anything out of the doors or windows or down the corridors or stairs.  No tenant
shall cause or permit any unusual or objectionable odors to be produced upon and
permeate  with  and  from  the  Premises.

     10.     The  Building,  and  all  space  therein,  shall  not  be  used for
manufacturing  or  the storage of merchandise or for sale of merchandise, goods,
or  property  of  any  kind  at  auction.

     11.     Landlord shall provide all door locks in each tenant's Premises, at
the  cost  of  such  tenant  and  additional  locks or bolts of any kind are not
permitted  upon any of the doors or windows by any tenant, nor shall any changes
be  made  in  exiting  locks or the mechanism thereof.  The doors leading to the
corridors  or  main halls shall be kept closed during business hours as required
by  code.  Each  tenant  shall,  upon  the termination of his tenancy, return to
Landlord all keys for offices, storage, and toilet rooms either furnished to, or
otherwise  procured  by  such  tenant,  and in the event of the loss of any such
keys,  such  tenant  shall  pay  to  Landlord  the  cost of replacing the locks.

     12.     All  removals,  including but not limited to, trash or the carrying
in  or  out  of  safes,  freight,  supplies,  furniture  or  deliveries  of  any

description  must  take  place  during the hours which Landlord or its agent may
determine  from  time  to time through Building delivery entrances designated by
Landlord.  Landlord reserves the right to inspect all freight to be brought into
the  Building and to exclude from the Building all freight which violates any of
these  Rules  and  Regulations or the Lease of which these Rules and Regulations
are  a  part.  Landlord may, at its option, use building personnel to remove and
dispose  of  each  tenant's trash at each tenant's expense.  Each tenant assumes
all  risks of and shall be liable for all damage to articles moved and injury to
persons  or public engaged or not engaged in such movement, including equipment,
property  and personnel of Landlord if damaged or injured as a result of acts in
connection  with  carrying  out  this  service  for  such  tenant.

     13.     The disposal of discarded furniture, carpeting and other bulk trash
is  the  responsibility  of  Tenant  and  must  be  scheduled  with  the
manager/superintendent  of  the  Building  at  least  24 hours prior to removal.

     14.     There  shall  not  be used in any space, or in the public spaces of
the Building, either by Tenant or Tenant's vendors or contractors, or others any
hand  trucks,  except  those  equipped  with  rubber  tires  and  side  guards.

     15.     Contractors  or  persons  employed  by  any  tenant to perform work
within  the  Premises  must  obtain  Landlord's consent prior to commencing such
work,  and  such person shall while in the Building and outside of the Premises,
comply  with  all  instructions  issued  by  the  Manager/superintendent  of the
Building.  No  tenant  shall engage or pay any employees on the Premises, except
those  actually  working  for  such  tenant  on  said  premises.

     16.     No  tenant  shall  purchase spring water, ice, coffee, soft drinks,
towels, or other merchandise services from any company or persons whose repeated
violations  of Building regulations have caused, in Landlord's opinion, a hazard
or  nuisance  to the Building and/or its occupants.  To ensure orderly operation
of  the Building, no ice, mineral or other water, towels, newspapers, etc. shall
be  delivered  to  any  leased  area  except  by  persons  approved by Landlord.

     17.     Landlord  reserves  the  right  to exclude from the Building at all
times  any  person who is not known or does not properly identify himself to the
Building management or watchman on duty.  Landlord may at its option require all
persons  admitted  to  or  leaving the Building during secured hours to register
with Building security guards.  Each tenant shall be responsible for all persons
for  whom he authorizes entry into the Building, and shall be liable to Landlord
for  all  acts  of  such  persons.

     18.     The  Premises  shall not be used for lodging or sleeping or for any
immoral  or  illegal purpose.  No tenant shall advertise for laborers giving the
address  of  the  Premises.

     19.     The  requirements  of  Tenant  will  be  attended  to  only  upon
application  at the office of the Building. Building employees shall not perform
any  work  or  do anything outside of their regular duties, unless under special
instruction  from  the  management  of  the  Building.

     20.     Canvassing,  soliciting  and peddling in the Building is prohibited
and  each  tenant  shall  cooperate  to  prevent  same.

     21.     Tenant  is strictly prohibited from the deposit, storage, disposal,
dumping,  injecting,  spilling,  leaking or other placement or release by Tenant
upon  or in the Premises of hazardous or toxic waste, waste product or substance
as  defined  in  42  U.S.C.  9601  et  seq.,  or  in any other statute, rule, or
regulation  of  any  governmental  authority.

     22.     The Building Engineer must be in attendance during all move-ins and
move-outs  and for all deliveries of furniture and equipment in order to install
and remove elevator pads, lock off freight elevator, key off security system and
generally  oversee  moving/delivery operation as appropriate.  The hourly charge
for  the Building Engineer is Fifty Five Dollars ($55.00) per hour, after hours,
with  a  four  (4) hour minimum.  This charge does not apply to Tenant's initial
move-in.  The  foregoing shall also apply to moves of Tenant's subtenants and/or
assignees  of  Tenant.

     23.     Landlord  may  prescribe  weight  limitations  and  determine  the
locations for safes and other heavy equipment or items, which shall in all cases
be  placed  in the Building so as to distribute weight in a manner acceptable to
Landlord  which  may  include the use of such supporting devices as Landlord may
require.  All  damages  to the Building caused by the installation or removal of
any  property of a tenant, or done by a tenant's property while in the Building,
shall  be  repaired  at  the  expense  of  such  tenant.

     24.     Tenant  shall  cooperate  with  Landlord's employees in keeping its
Premises  neat  and  clean.

     25.     Landlord  will  not  be  responsible  for  lost  or stolen personal
property,  money  or  jewelry  from  Tenant's Premises or public or common areas
regardless  of whether such loss occurs when the area is locked against entry or
not.

     26.     No  vending or dispensing machines of any kind may be maintained in
the  Premises  without  the  prior  written  permission  of  Landlord.

                            (CONTINUTED ON NEXT PAGE)

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     27.     All  mail chutes located in the Building shall be available for use
by Landlord and all tenants of the Building according to the rules of the United
States  Postal  Service.

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