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California-Irvine-2010 Main Plaza Lease - EOP-2010 Irvine LLC and Phobo.com Inc.

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                                 2010 MAIN PLAZA
                               IRVINE, CALIFORNIA

                           STANDARD FORM OFFICE LEASE

                                     BETWEEN

  EOP-2010 IRVINE, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, AS BENEFICIARY
 OF LAND TRUST DATED JUNE 5,1997 AND KNOWN AS SHELI Z. ROSENBERG TRUST NO. 2010
                                  ("LANDLORD"),

                                       AND

                     PHOBO.COM, INC., A DELAWARE CORPORATION
                                   ("TENANT")

<PAGE>

                                TABLE OF CONTENTS

                                                                 
I. BASIC LEASE INFORMATION; DEFINITIONS...........................   1
II. LEASE GRANT...................................................   4
III. POSSESSION...................................................   4
IV. RENT..........................................................   4
V. USE............................................................  10
VI. SECURITY DEPOSIT..............................................  10
VII. SERVICES TO BE FURNISHED BY LANDLORD.........................  11
VIII. LEASEHOLD IMPROVEMENTS......................................  12
IX. GRAPHICS......................................................  12
X. REPAIRS AND ALTERATIONS........................................  12
XI. USE OF ELECTRICAL SERVICES BY TENANT..........................  13
XII. ENTRY BY LANDLORD............................................  14
XIII. ASSIGNMENT AND SUBLETTING...................................  14
XIV. LIENS........................................................  16
XV. INDEMNITY AND WAIVER OF CLAIMS................................  16
XVI. TENANT'S INSURANCE...........................................  17
XVII. SUBROGATION.................................................  18
XVIII. LANDLORD'S INSURANCE.......................................  19
XIX. CASUALTY DAMAGE..............................................  19
XX. DEMOLITION....................................................  19
XXI. CONDEMNATION.................................................  20
XXII. EVENTS OF DEFAULT...........................................  20
XXIII REMEDIES....................................................  21
XXIV. LIMITATION OF LIABILITY.....................................  22
XXV. NO WAIVER....................................................  23
XXVI. EVENT OF BANKRUPTCY.........................................  23
XXVII. WAIVER OF JURY TRIAL.......................................  24
XXVIII. RELOCATION................................................  24
XXIX. HOLDING OVER................................................  24
XXX. SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.............  25
XXXI. ATTORNEYS' FEES.............................................  25
XXXII. NOTICE.....................................................  25
XXXIII. LANDLORD'S LIEN...........................................  26
XXXIV. EXCEPTED RIGHTS............................................  26
XXXV. SURRENDER OF PREMISES.......................................  27
XXXVI. MISCELLANEOUS..............................................  27
XXXVII. ENTIRE AGREEMENT..........................................  29


                                        I
<PAGE>

                             OFFICE LEASE AGREEMENT

      THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of
the 5th day of March, 1999, by and between EOP-2010 IRVINE, L.L.C., A DELAWARE
LIMITED LIABILITY COMPANY, AS BENEFICIARY OF LAND TRUST DATED JUNE 5, 1997 AND
KNOWN AS SHELI Z. ROSENBERG TRUST NO. 2010 ("Landlord") and PHOBO.COM, INC., A
DELAWARE CORPORATION ("Tenant").

I.    BASIC LEASE INFORMATION; DEFINITIONS.

      A.    The following are some of the basic lease information and defined
            terms used in this Lease.

            1.    "Additional Base Rental" shall mean Tenant's Pro Rata Share of
                  Basic Costs and any other sums (exclusive of Base Rental) that
                  are required to be paid by Tenant to Landlord hereunder, which
                  sums are deemed to be additional rent under this Lease.
                  Additional Base Rental and Base Rental are sometimes
                  collectively referred to herein as "Rent."

            2.    "Base Rental" shall mean the sum of Eighty Thousand Two
                  Hundred Sixty Seven and 40/100 Dollars ($80,267.40), payable
                  by Tenant to Landlord in twelve (12) monthly installments as
                  follows:

                  a.    Twelve (12) equal installments of Six Thousand Six
                        Hundred Eighty Eight and 95/100 Dollars ($6,688.95) each
                        payable on or before the first day of each month during
                        the period beginning April 1, 1999 and ending March 31,
                        2000, provided that the installment of Base Rental for
                        the first full calendar month of the Lease Term shall be
                        payable upon the execution of this Lease by Tenant.

            3.    "Building" shall mean the office building located at 2010 Main
                  Street, City of Irvine, County of Orange, State of California,
                  commonly known as 2010 Main Plaza.

            4.    The "Commencement Date," "Lease Term" and "Termination Date"
                  shall have the meanings set forth in subsection I.A.4.a.
                  below:

                  a.    The "Lease Term" shall mean a period of twelve (12)
                        months, commencing on April 1, 1999 (the "Commencement
                        Date") and, unless sooner terminated as provided herein,
                        ending on March 31, 2000 (the "Termination Date").

                  b.    INTENTIONALLY OMITTED.

            5.    "Premises" shall mean the area located on the fifth (5th)
                  floor of the Building, as outlined on EXHIBIT A attached
                  hereto and incorporated herein and known as Suite #570.
                  Landlord and Tenant hereby stipulate and agree that the
                  "Rentable Area of the Premises" shall mean 2,347 square feet
                  and the "Rentable Area of the Building" shall mean 280,882
                  square feet. If the Premises being leased to Tenant hereunder
                  include one or more floors within the Building in their
                  entirety, the definition of Premises with respect to such full
                  floor(s) shall include all corridors and restroom facilities
                  located on such floor(s). Notwithstanding the foregoing,
                  unless specifically provided herein to the contrary, the
                  Premises shall not include any telephone closets, electrical
                  closets, janitorial closets, equipment rooms or similar areas
                  on any full or partial floor that are used by Landlord for the
                  operation of the Building.

            6.    "Permitted Use" shall mean general office use.

            7.    "Security Deposit" shall mean the sum of Seven Thousand Three
                  Hundred Fifty Seven and 85/100 Dollars ($7,357.85).

<PAGE>

            8.    "Tenant's Pro Rata Share" shall mean eight thousand three
                  hundred fifty six ten thousandths percent (0.8356%) which is
                  the quotient (expressed as a percentage), derived by dividing
                  the Rentable Area of the Premises by the Rentable Area of the
                  Building.

            9.    "Guarantor(s)" shall mean Fred H. Lerner and any other party
                  that agrees in writing to guarantee this Lease.

            10.   "Notice Addresses" shall mean the following addresses for
                  Tenant and Landlord, respectively:

                  Tenant:

                  On and after the Commencement Date, notices shall be sent to
                  Tenant at the Premises.

                  Prior to the Commencement Date, notices shall be sent to
                  Tenant at the following address:

                  PHOBO.COM, INC.
                  2311 Easter Circle
                  Huntington Beach, California 92649
                  Attention: Fred Lerner

                  Landlord:

                  EOP-2010 IRVINE, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY,
                  AS BENEFICIARY OF LAND TRUST DATED JUNE 5, 1997 AND KNOWN AS
                  SHELI Z. ROSENBERG TRUST NO. 2010
                  c/o Equity Office Properties Trust
                  2010 Main Street
                  Suite No. 350
                  Irvine, California 92614
                  Attention: Building Manager

                  With a copy to Landlord:

                  EOP-2010 IRVINE, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY,
                  AS BENEFICIARY OF LAND TRUST DATED JUNE 5, 1997 AND KNOWN AS
                  SHELI Z. ROSENBERG TRUST NO. 2010
                  c/o Equity Office Properties Trust
                  Two North Riverside Plaza
                  Suite 2200
                  Chicago, Illinois 60606
                  Attention: Regional Counsel - Pacific Region

                  Payments of Rent only shall be made payable to the order of:
                  EQUITY OFFICE PROPERTIES

                  at the following address:

                  EOP Operating Limited Partnership
                  DBA 2010 Main Plaza
                  Department #8799
                  Los Angeles, California 90084-8799

      B.    The following are additional definitions of some of the defined
            terms used in the Lease.

            1.    "Base Year" shall mean 1999.

                                        2
<PAGE>

            2.    "Basic Costs" shall mean all costs and expenses paid or
                  incurred in connection with operating, maintaining, repairing,
                  managing and owning the Building and the Property, as further
                  described in Article IV hereof.

            3.    "Broker" means None.

            4.    "Building Standard" shall mean the type, grade, brand, quality
                  and/or quantity of materials Landlord designates from time to
                  time to be the minimum quality and/or quantity to be used in
                  the Building.

            5.    "Business Day(s)" shall mean Mondays through Fridays exclusive
                  of the normal business holidays ("Holidays") of New Year's
                  Day, Memorial Day, Independence Day, Labor Day, Thanksgiving
                  Day and Christmas Day. Landlord, from time to time during the
                  Lease Term, shall have the right to designate additional
                  Holidays, provided that such additional Holidays are commonly
                  recognized by other office buildings in the area where the
                  Building is located.

            6.    "Building Common Areas" shall mean those areas provided for
                  the common use or benefit of all tenants generally and/or the
                  public, such as corridors, elevator foyers, common mail rooms,
                  restrooms, vending areas, lobby areas (whether at ground level
                  or otherwise) and other similar facilities.

            7.    "Landlord Work" shall mean the work, if any, that Landlord is
                  obligated to perform in the Premises pursuant to the Work
                  Letter Agreement, if any, attached hereto as EXHIBIT D.

            8.    "Maximum Rate" shall mean the greatest per annum rate of
                  interest permitted from time to time under applicable law.

            9.    "Normal Business Hours" for the Building shall mean 8:00 A.M.
                  to 6:00 P.M. Mondays through Fridays, and 8:00 A.M. to 12:00
                  P.M. on Saturdays, exclusive of Holidays.

            10.   "Prime Rate" shall mean the per annum interest rate publicly
                  announced by The First National Bank of Chicago or any
                  successor thereof from time to time (whether or not charged in
                  each instance) as its prime or base rate in Chicago, Illinois.

            11.   "Property" shall mean the Building and the parcel(s) of land
                  on which it is located, the Building garage, if any, and all
                  other improvements owned by Landlord and serving the Building
                  and the tenants thereof and the parcel(s) of land on which
                  they are located.

            12.   "Project" shall mean the parcel(s) of real estate outlined on
                  EXHIBIT A-2 attached hereto and incorporated herein, the
                  buildings commonly known as 1920 Main Plaza and 2010 Main
                  Plaza, and the Exterior Common Areas, all of which are located
                  in the City of Irvine, County of Orange, State of California.

            13.   "Exterior Common Areas" shall mean those areas of the Project
                  or the Property which are not located within the Building and
                  which are provided and maintained for the use and benefit of
                  Landlord and tenants of the Building or the Project generally,
                  and the employees, invitees and licensees of Landlord and such
                  tenants, including, without limitation any parking garage,
                  surface parking, fountains, artificial lakes, sidewalks,
                  walkways, plazas, roads, loading and unloading areas, trash
                  areas, and landscapes.

                                        3
<PAGE>

II.   LEASE GRANT.

      Subject to and upon the terms herein set forth, Landlord leases to Tenant
and Tenant leases from Landlord the Premises, together with the right, in common
with others, to use the Common Areas.

III.  POSSESSION.

            A.    INTENTIONALLY OMITTED.

      B.    By taking possession of the Premises, Tenant is deemed to have
            accepted the Premises and agreed that the Premises is in good order
            and satisfactory condition, with no representation or warranty by
            Landlord as to the condition of the Premises or the Building or
            suitability thereof for Tenant's use.

      C.    Notwithstanding anything to the contrary contained in the Lease,
            Landlord shall not be obligated to tender possession of any portion
            of the Premises or other space leased by Tenant from time to time
            hereunder that, on the date possession is to be delivered, is
            occupied by a tenant or other occupant or that is subject to the
            rights of any other tenant or occupant, nor shall Landlord have any
            other obligations to Tenant under this Lease with respect to such
            space until the date Landlord: (1) recaptures such space from such
            existing tenant or occupant; and (2) regains the legal right to
            possession thereof. This Lease shall not be affected by any such
            failure to deliver possession and Tenant shall have no claim for
            damages against Landlord as a result thereof, all of which are
            hereby waived and released by Tenant. The Commencement Date shall be
            postponed until the date Landlord delivers possession of the
            Premises to Tenant, in which event the Termination Date shall, at
            the option of Landlord, correspondingly be postponed on a per diem
            basis.

      D.    If Tenant takes possession of the Premises prior to the Commencement
            Date, such possession shall be subject to all the terms and
            conditions of the Lease and Tenant shall pay Base Rental and
            Additional Base Rental to Landlord for each day of occupancy prior
            to the Commencement Date. Notwithstanding the foregoing, if Tenant,
            with Landlord's prior approval, takes possession of the Premises
            prior to the Commencement Date for the sole purpose of performing
            any Landlord-approved improvements therein or installing furniture,
            equipment or other personal property of Tenant, such possession
            shall be subject to all of the terms and conditions of the Lease,
            except that Tenant shall not be required to pay Base Rental or
            Additional Base Rental with respect to the period of time prior to
            the Commencement Date during which Tenant performs such work. Tenant
            shall, however, be liable for the cost of any services (e.g.
            electricity, HVAC, freight elevators) that are provided to Tenant or
            the Premises during the period of Tenant's possession prior to the
            Commencement Date. Nothing herein shall be construed as granting
            Tenant the right to take possession of the Premises prior to the
            Commencement Date, whether for construction, fixturing or any other
            purpose, without the prior consent of Landlord.

IV. RENT.

      A.    During each calendar year, or portion thereof, falling within the
            Lease Term, Tenant shall pay to Landlord as Additional Base Rental
            hereunder the sum of (1) Tenant's Pro Rata Share of the amount, if
            any, by which Taxes (hereinafter defined) for the applicable
            calendar year exceed Taxes for the Base Year plus (2) Tenant's Pro
            Rata Share of the amount, if any, by which Expenses (hereinafter
            defined) for the applicable calendar year exceed Expenses for the
            Base Year. For purposes hereof, "Expenses" shall mean all Basic
            Costs with the exception of Taxes. Tenant's Pro Rata Share of
            increases in Taxes and Tenant's Pro Rata Share of increases in
            Expenses shall be computed separate and independent of each other
            prior to being added together to determine the "Excess". In the
            event that Taxes or Expenses, as the case may be, in any calendar
            year decrease below the amount of Taxes or Expenses for the Base
            Year, Tenant's Pro Rata Share of Taxes or Expenses, as the case may
            be, for

                                        4
<PAGE>

            such calendar year shall be deemed to be $0, it being understood
            that Tenant shall not be entitled to any credit or offset if Taxes
            or Expenses decrease below the corresponding amount for the Base
            Year. Prior to the Commencement Date and prior to January 1 of each
            calendar year during the Lease Term, or as soon thereafter as
            practical, Landlord shall make a good faith estimate of the Excess
            for the applicable calendar year and Tenant's Pro Rata Share
            thereof. On or before the first day of each month during such
            calendar year, Tenant shall pay to Landlord, as Additional Base
            Rental, a monthly installment equal to one-twelfth of Tenant's Pro
            Rata Share of Landlord's estimate of the Excess. Landlord shall have
            the right from time to time during any such calendar year to revise
            the estimate of Basic Costs and the Excess for such year and provide
            Tenant with a revised statement therefor, and thereafter the amount
            Tenant shall pay each month shall be based upon such revised
            estimate. If Landlord does not provide Tenant with an estimate of
            the Basic Costs and the Excess by January 1 of any calendar year,
            Tenant shall continue to pay a monthly installment based on the
            previous year's estimate until such time as Landlord provides Tenant
            with an estimate of Basic Costs and the Excess for the current year.
            Upon receipt of such current year's estimate, an adjustment shall be
            made for any month during the current year with respect to which
            Tenant paid monthly installments of Additional Base Rental based on
            the previous year's estimate. Tenant shall pay Landlord for any
            underpayment within ten (10) days after demand. Any overpayment
            shall, at Landlord's option, be refunded to Tenant or credited
            against the installment of Additional Base Rental due for the months
            immediately following the furnishing of such estimate. Any amounts
            paid by Tenant based on any estimate shall be subject to adjustment
            pursuant to the immediately following paragraph when actual Basic
            Costs are determined for such calendar year.

            As soon as is practical following the end of each calendar year
            during the Lease Term, Landlord shall furnish to Tenant a statement
            of Landlord's actual Basic Costs and the actual Excess for the
            previous calendar year. If the estimated Excess actually paid by
            Tenant for the prior year is in excess of Tenant's actual Pro Rata
            Share of the Excess for such prior year, then Landlord shall apply
            such overpayment against Additional Base Rental due or to become due
            hereunder, provided if the Lease Term expires prior to the
            determination of such overpayment, Landlord shall refund such
            overpayment to Tenant after first deducting the amount of any Rent
            due hereunder. Likewise, Tenant shall pay to Landlord, within ten
            (10) days after demand, any underpayment with respect to the prior
            year, whether or not the Lease has terminated prior to receipt by
            Tenant of a statement for such underpayment, it being understood
            that this clause shall survive the expiration of the Lease.

      B.    Basic Costs shall mean the sum of (y) all direct and indirect costs
            and expenses paid or incurred in each calendar year in connection
            with operating, maintaining, repairing, managing and owning the
            Building or the Property, inclusive of the Exterior Common Areas,
            and (z) the Building's allocable percentage of all direct and
            indirect costs of operating and maintaining the Project imposed upon
            the Building, and all fees payable to the company or association, if
            applicable, managing the parking areas within the Project,
            including, but not limited to, the following:

            1.    All labor costs for all persons performing services required
                  or utilized in connection with the operation, repair,
                  replacement and maintenance of and control of access to the
                  Building and the Property, including but not limited to
                  amounts incurred for-wages, salaries and other compensation
                  for services, payroll, social security, unemployment and other
                  similar taxes, workers' compensation insurance, uniforms,
                  training, disability  benefits, pensions, hospitalization,
                  retirement plans, group insurance or any other similar or like
                  expenses or benefits.

            2.    All management fees, the cost of equipping and maintaining a
                  management office at the Property or the Project and all fees
                  for accounting services, legal fees not attributable to
                  leasing and collection activity, and all other administrative
                  costs relating to the Project and the

                                        5
<PAGE>

                  Property. If management services are not provided by a third
                  party, Landlord shall be entitled to a management fee
                  comparable to that due and payable to third parties provided
                  Landlord or management companies owned by, or management
                  divisions of, Landlord perform actual management services of a
                  comparable nature and type as normally would be performed by
                  third parties.

            3.    All rental and/or purchase costs of materials, supplies, tools
                  and equipment used in the operation, repair, replacement and
                  maintenance and the control of access to the Building, the
                  Property, and the Project.

            4.    All amounts charged to Landlord by contractors and/or
                  suppliers for services, replacement parts, components,
                  materials, equipment and supplies furnished in connection with
                  the operation, repair, maintenance, replacement of and control
                  of access to any part of the Building, the Property, or the
                  Project generally, including the heating, air conditioning,
                  ventilating, plumbing, electrical, elevator and other systems
                  and equipment. At Landlord's option, major repair items may be
                  amortized over a period of up to five (5) years.

            5.    All premiums and deductibles paid by Landlord for fire and
                  extended coverage insurance, earthquake and extended coverage
                  insurance, liability and extended coverage insurance, rental
                  loss insurance, elevator insurance, boiler insurance and other
                  insurance customarily carried from time to time by landlords
                  of comparable office buildings or required to be carried by
                  Landlord's Mortgagee.

            6.    Charges for water, gas, steam and sewer, but excluding those
                  charges for which Landlord is otherwise reimbursed by tenants,
                  and charges for Electrical Costs. For purposes hereof, the
                  term "Electrical Costs" shall mean: (i) all charges paid by
                  Landlord for electricity supplied to the Building, Property
                  and Premises, regardless of whether such charges are
                  characterized as distribution charges, transmission charges,
                  generation charges, public good charges, disconnection
                  charges, competitive transaction charges, stranded cost
                  recoveries or otherwise; (ii) except to the extent otherwise
                  included in Basic Costs, any costs incurred in connection with
                  the energy management program for the Building, Property and
                  Premises, including any costs incurred for the replacement of
                  lights and ballasts and the purchase and installation of
                  sensors and other energy saving equipment amortized over a
                  reasonably estimated payback period; and (iii) if and to the
                  extent permitted by law, a reasonable fee for the services
                  provided by Landlord in connection with the selection of
                  utility companies and the negotiation and administration of
                  contracts for the generation of electricity. Notwithstanding
                  the foregoing, Electrical Costs shall be adjusted as follows:
                  (a) any amounts received by Landlord as reimbursement for
                  above standard electrical consumption shall be deducted from
                  Electrical Costs, (b) the cost of electricity incurred in
                  providing overtime HVAC to specific tenants shall be deducted
                  from Electrical Costs, it being agreed that the electrical
                  component of overtime HVAC costs shall be calculated as a
                  reasonable percentage of the total HVAC costs charged to such
                  tenants, and (c) if Tenant is billed directly for the cost of
                  electricity to the Premises as a separate charge in addition
                  to Base Rental and Basic Costs, the cost of electricity to
                  individual tenant spaces in the Building shall be deducted
                  from Electrical Costs, and the electricity component of
                  Tenant's Basic Costs shall not be subject to gross-up
                  provisions (if any) stated elsewhere in this Lease.

            7.    "Taxes," which for purposes hereof, shall mean: (a) all real
                  estate taxes and assessments on the Project, the Property, the
                  Building or the Premises, and taxes and assessments levied in
                  substitution or supplementation in whole or in part of such
                  taxes, (b) all personal property taxes for the Building's or
                  the Project's personal property,

                                        6
<PAGE>

                  including license expenses, (c) ail taxes imposed on services
                  of Landlord's agents and employees, (d) all other taxes, fees
                  or assessments now or hereafter levied by any governmental
                  authority on the Project, the Property, or the Building or its
                  contents or on the operation and use thereof (except as they
                  relate to specific tenants), and (e) all costs and fees
                  incurred in connection with seeking reductions in or refunds
                  in Taxes including, without limitation, any costs incurred by
                  Landlord to challenge the tax valuation of the Project, the
                  Property, or the Building, but excluding income taxes. For the
                  purpose of determining real estate taxes and assessments for
                  any given calendar year, the amount to be included in Taxes
                  for such year shall be as follows: (1) with respect to any
                  special assessment that is payable in installments, Taxes for
                  such year shall include the amount of the installment (and any
                  interest) due and payable during such year; and (2) with
                  respect to all other real estate taxes, Taxes for such year
                  shall, at Landlord's election, include either the amount
                  accrued, assessed or otherwise imposed for such year or the
                  amount due and payable for such year, provided that Landlord's
                  election shall be applied consistently throughout the Lease
                  Term. If a reduction in Taxes is obtained for any year of the
                  Lease Term during which Tenant paid its Pro Rata Share of
                  Basic Costs, then Basic Costs for such year will be
                  retroactively adjusted and Landlord shall provide Tenant with
                  a credit, if any, based on such adjustment. Likewise, if a
                  reduction is subsequently obtained for Taxes for the Base Year
                  (if Tenant's Pro Rata Share is based upon increases in Basic
                  Costs over a Base Year), Basic Costs for the Base Year shall
                  be restated and the Excess for all subsequent years
                  recomputed. Tenant shall pay to Landlord Tenant's Pro Rata
                  Share of any such increase in the Excess within thirty (30)
                  days after Tenant's receipt of a statement therefor from
                  Landlord.

            8.    All landscape expenses and costs of maintaining, repairing,
                  resurfacing and striping of the parking areas and garages of
                  the Property, or the Project, if any.

            9.    Cost of all maintenance service agreements, including those
                  for equipment, alarm service, window cleaning, drapery or
                  Venetian blind cleaning, janitorial services, pest control,
                  uniform supply, plant maintenance, landscaping, and any
                  parking equipment.

            10.   Cost of all other repairs, replacements and general
                  maintenance of the Project, the Property and the Building
                  neither specified above nor directly billed to tenants.

            11.   The amortized cost of capital improvements made to the
                  Project, the Building or the Property which are: (a) primarily
                  for the purpose of reducing operating expense costs or
                  otherwise improving the. operating efficiency of the Property
                  or Building; or (b) required to comply with any laws, rules or
                  regulations of any governmental authority or a requirement of
                  Landlord's insurance carrier. The cost of such capital
                  improvements shall be amortized over a period of five (5)
                  years and shall, at Landlord's option, include interest at a
                  rate that is reasonably equivalent to the interest rate that
                  Landlord would be required to pay to finance the cost of the
                  capital improvement in question as of the date such capital
                  improvement is performed, provided if the payback period for
                  any capital improvement is less than five (5) years, Landlord
                  may amortize the cost of such capital improvement over the
                  payback period.

            12.   Any other expense or charge of any nature whatsoever which, in
                  accordance with general industry practice with respect to the
                  operation of a first-class office building, would be construed
                  as an operating expense.

            13.   All contributions and payments required of Landlord pursuant
                  to the provisions of the Amended and Restated Declaration of
                  Establishment of Covenants, Conditions and Restrictions and
                  Grant of Easements, dated

                                        7
<PAGE>

                  January 29, 1987, and recorded in the Official Records of
                  Orange County, California, as Instrument No. 87-074459.

            In addition, if Landlord incurs any costs and expenses in connection
            with the operation, maintenance, repair, management or ownership of
            the Building and one or more other buildings, such costs and
            expenses shall be equitably prorated between the Building and such
            other buildings and the Building's equitable share thereof shall be
            included in Basic Costs. Basic Costs shall not include the cost of
            capital improvements (except as set forth above and as distinguished
            from replacement parts or components purchased and installed in the
            ordinary course), depreciation, interest (except as provided above
            with respect to the amortization of capital improvements), lease
            commissions, and principal payments on mortgage and other
            non-operating debts of Landlord. If the Building is not at least
            ninety-five percent (95%) occupied during any calendar year of the
            Lease Term or if Landlord is not supplying services to at least
            ninety-five percent (95%) of the total Rentable Area of the Building
            at any time during any calendar year of the Lease Term, actual Basic
            Costs for purposes hereof shall, at Landlord's option, be determined
            as if the Building had been ninety-five percent (95%) occupied and
            Landlord had been supplying services to ninety-five percent (95%) of
            the Rentable Area of the Building during such year. If Tenant pays
            for its Pro Rata Share of Basic Costs based on increases over a
            "Base Year" and Basic Costs for any calendar year during the Lease
            Term are determined as provided in the foregoing sentence, Basic
            Costs for such Base Year shall also be determined as if the Building
            had been ninety-five percent (95%) occupied and Landlord had been
            supplying services to ninety-five percent (95%) of the Rentable
            Area of the Building. Any necessary extrapolation of Basic Costs
            under this Article shall be performed by adjusting the cost of those
            components of Basic Costs that are impacted by changes in the
            occupancy of the Building (including, at Landlord's option, Taxes)
            to the cost that would have been incurred if the Building had been
            ninety-five percent (95%) occupied and Landlord had been supplying
            services to ninety-five percent (95%) of the Rentable Area of the
            Building. In addition, if Tenant's Pro Rata Share of Basic Costs is
            determined based upon increases over a Base Year and Basic Costs for
            the Base Year include exit and disconnection fees, stranded cost
            charges and/or competitive transaction charges, such fees and
            charges may, at Landlord's option, be imputed as a Basic Cost for
            subsequent years in which such fees and charges are not incurred. In
            no event, however, shall the amount of such imputed fees and charges
            exceed the actual amount of exit and disconnection fees, stranded
            cost charges and/or competitive transaction charges that were
            actually included in Basic Costs for the Base Year.

      C.    If Basic Costs for any calendar year increase by more than five
            percent (5%) over Basic Costs for the immediately preceding calendar
            year, Tenant, within ninety (90) days after receiving Landlord's
            statement of actual Basic Costs for a particular calendar year,
            shall have the right to provide Landlord with written notice (the
            "Review Notice") of its intent to review Landlord's books and
            records relating to the Basic Costs for such calendar year. Within a
            reasonable time after receipt of a timely Review Notice, Landlord
            shall make such books and records available to Tenant or Tenant's
            agent for its review at either Landlord's home office or at the
            office of the Building, provided that if Tenant retains an agent to
            review Landlord's books and records for any calendar year, such
            agent must be a CPA firm licensed to do business in the state in
            which the Building is located. Tenant shall be solely responsible
            for any and all costs, expenses and fees incurred by Tenant or
            Tenant's agent in connection with such review. If Tenant elects to
            review Landlord's books and records, within thirty (30) days after
            such books and records are made available to Tenant, Tenant shall
            have the right to give Landlord written notice stating in reasonable
            detail any objection to Landlord's statement of actual Basic Costs
            for such calendar year. If Tenant fails to give Landlord written
            notice of objection within such thirty (30) day period or fails to
            provide Landlord with a Review Notice within the ninety (90) day
            period provided above, Tenant shall be deemed to have approved
            Landlord's statement of Basic Costs in all respects and shall
            thereafter be barred from raising any claims with respect thereto.
            Upon Landlord's receipt of a timely objection notice

                                        8
<PAGE>

            from Tenant, Landlord and Tenant shall work together in good faith
            to resolve the discrepancy between Landlord's statement and Tenant's
            review. If Landlord and Tenant determine that Basic Costs for the
            calendar year in question are less than reported, Landlord shall
            provide Tenant with a credit against future Additional Base Rental
            in the amount of any overpayment by Tenant. Likewise, if Landlord
            and Tenant determine that Basic Costs for the calendar year in
            question are greater than reported, Tenant shall forthwith pay to
            Landlord the amount of underpayment by Tenant. Any information
            obtained by Tenant pursuant to the provisions of this Section shall
            be treated as confidential. Notwithstanding anything herein to the
            contrary, Tenant shall not be permitted to examine Landlord's books
            and records or to dispute any statement of Basic Costs unless Tenant
            has paid to Landlord the amount due as shown on Landlord's statement
            of actual Basic Costs, said payment being a condition precedent to
            Tenant's right to examine Landlord's books and records.

      D.    Tenant covenants and agrees to pay to Landlord during the Lease
            Term, without any setoff or deduction whatsoever, the full amount of
            all Base Rental and Additional Base Rental due hereunder. In
            addition, Tenant shall pay and be liable for, as additional rent,
            all rental, sales and use taxes or other similar taxes, if any,
            levied or imposed by any city, state, county or other governmental
            body having authority, such payments to be in addition to all other
            payments required to be paid to Landlord by Tenant under the terms
            and conditions of this Lease. Any such payments shall be paid
            concurrently with the payments of the Rent on which the tax is
            based. The Base Rental, Tenant's Pro Rata Share of Basic Costs and
            any recurring monthly charges due hereunder shall be due and payable
            in advance on the first day of each calendar month during the Lease
            Term without demand, provided that the installment of Base Rental
            for the first full calendar month of the Lease Term shall be payable
            upon the execution of this Lease by Tenant. All other items of Rent
            shall be due and payable by Tenant on or before ten (10) days after
            billing by Landlord. If the Lease Term commences on a day other than
            the first day of a calendar month or terminates on a day other than
            the last day of a calendar month, then the monthly Base Rental and
            Tenant's Pro Rata Share of Basic Costs for such month shall be
            prorated for the number of days in such month occurring within the
            Lease Term based on a fraction, the numerator of which is the number
            of days of the Lease Term that fell within such calendar month and
            the denominator of which is thirty (30). All such payments shall be
            by a good and sufficient check. No payment by Tenant or receipt or
            acceptance by Landlord of a lesser amount than the correct amount of
            Rent due under this Lease shall be deemed to be other than a payment
            on account of the earliest Rent due hereunder, nor shall any
            endorsement or statement on any check or any letter accompanying any
            check or payment be deemed an accord and satisfaction, and Landlord
            may accept such check or payment without prejudice to Landlord's
            right to recover the balance or pursue any other available remedy.
            The acceptance by Landlord of any Rent on a date after the due date
            of such payment shall not be construed to be a waiver of Landlord's
            right to declare a default for any other late payment. Tenant's
            covenant to pay Rent shall be independent of every other covenant
            set forth in this Lease.

      E.    All Rent not paid when due and payable shall bear interest from the
            date due until paid at the lesser of: (1) eighteen percent (18%) per
            annum; or (2) the Maximum Rate. In addition, if Tenant fails to pay
            any installment of Rent when due and payable hereunder, a service
            fee equal to five percent (5%) of such unpaid amount will be due and
            payable immediately by Tenant to Landlord.

      F.    In lieu of requiring Tenant to pay Rent by good and sufficient check
            in the manner described in Section IV.D. above, Landlord shall have
            the right to require Tenant to pay Rent by means of an automated
            debit system (the "Automatic Debit System") whereby any or all
            payments of Rent shall be debited from Tenant's account in a bank or
            financial institution designated by Tenant and credited to
            Landlord's account in a bank or financial institution designated by
            Landlord. In the event Landlord elects to have Tenant pay all or any
            portion of Rent by means of the Automatic Debit System, Tenant,
            within thirty (30) days

                                        9
<PAGE>

            after written request by Landlord, shall execute and deliver to
            Landlord any authorizations, certificates or other documentation as
            may be required to establish and give effect to the Automatic Debit
            System. If Landlord elects to have less than all items of Rent paid
            by the Automatic Debit System, Landlord shall advise Tenant in
            writing as to those items of Rent that will be paid by the Automatic
            Debit System (e.g. Base Rental only or Base Rental and Tenant's Pro
            Rata Share of Basic Costs only). Either party shall have the right
            to change its bank or financial institution from time to time,
            provided that Tenant, no less than thirty (30) days prior to the
            effective date of any such change, shall provide Landlord with
            written notice of such change and any and all authorizations,
            certificates or other documentation as may be required to establish
            and give effect to the Automatic Debit System at Tenant's new bank
            or financial institution. Tenant shall promptly pay all service fees
            and other charges imposed upon Landlord or Tenant in connection with
            the Automatic Debit System, including, without limitation, any
            charges resulting from insufficient funds in Tenant's bank account.
            In the event that any Rent is not paid on time as a result of
            insufficient funds in Tenant's account, Tenant shall be liable for
            any interest and/or service fee in accordance with Section IV.E.
            above. Tenant shall remain liable to Landlord for all payments of
            Rent due hereunder regardless of whether Tenant's account is
            incorrectly debited in any given month, it being agreed that a debit
            of less than the full amount of Rent due shall not be construed as a
            waiver by Landlord of its right to receive any unpaid balance of
            Rent.

V.    USE.

      The Premises shall be used for the Permitted Use and for no other purpose.
Tenant agrees not to use or permit the use of the Premises for any purpose which
is illegal, dangerous to life, limb or property or which, in Landlord's
reasonable opinion, creates a nuisance or which would increase the cost of
insurance coverage with respect to the Building. Tenant shall conduct its
business and control its agents, servants, contractors, employees, customers,
licensees, and invitees in such a manner as not to interfere with, annoy or
disturb other tenants, or in any way interfere with Landlord in the management
and operation of the Building. Tenant will maintain the Premises in a clean and
healthful condition, and comply with all laws, ordinances, orders, rules and
regulations of any governmental entity with reference to the operation of
Tenant's business and to the use, condition, configuration or occupancy of the
Premises, including without limitation, the Americans with Disabilities Act
(collectively referred to as "Laws"). Tenant, within ten (10) days after receipt
thereof, shall provide Landlord with copies of any notices it receives with
respect to a violation or alleged violation of any Laws. Tenant will comply with
the rules and regulations of the Building attached hereto as EXHIBIT B and such
other rules and regulations adopted and altered by Landlord from time to time
and will cause all of its agents, servants, contractors, employees, customers,
licensees and invitees to do so. All changes to such rules and regulations will
be reasonable and shall be sent by Landlord to Tenant in writing.

VI.   SECURITY DEPOSIT

      The Security Deposit, if any, shall be delivered to Landlord upon the
execution of this Lease by Tenant and shall be held by Landlord without
liability for interest (except as required by law) and as security for the
performance of Tenant's obligations under this Lease. The Security Deposit shall
not be considered an advance payment of Rent or a measure of Tenant's liability
for damages. Landlord may, from time to time, without prejudice to any other
remedy, use all or a portion of the Security Deposit to make good any arrearage
of Rent, to repair damages to the Premises, to clean the Premises upon
termination of this Lease or otherwise to satisfy any other covenant or
obligation of Tenant hereunder. Following any such application of the Security
Deposit, Tenant shall pay to Landlord on demand the amount so applied in order
to restore the Security Deposit to its original amount. If Tenant is not in
default at the termination of this Lease, after Tenant surrenders the Premises
to Landlord in accordance with this Lease and all amounts due Landlord from
Tenant are finally determined and paid by Tenant or through application of the
Security Deposit, the balance of the Security Deposit remaining after any such
application shall be returned to Tenant. If Landlord transfers its interest in
the Premises during the Lease Term, Landlord may assign the Security Deposit to
the transferee and thereafter shall have no further liability for the return of
such Security Deposit. Tenant agrees to look solely to such transferee or
assignee for the return of the Security Deposit. Landlord

                                       10
<PAGE>

and its successors and assigns shall not be bound by any actual or attempted
assignment or encumbrance of the Security Deposit by Tenant, provided, however,
if Tenant's interest in this Lease has been assigned, Landlord shall, provided
that Landlord has been furnished with a fully executed copy of the agreement
assigning such Security Deposit, return the Security Deposit to such assignee in
accordance with the terms and conditions hereof. If Landlord returns the
Security Deposit to Tenant's assignee as aforesaid, Landlord will have no
further obligation to any party with respect thereto. Landlord shall not be
required to keep the Security Deposit separate from its other accounts.

VII.  SERVICES TO BE FURNISHED BY LANDLORD.

      A.    Landlord, as part of Basic Costs (except as otherwise provided),
            agrees to furnish Tenant the following services:

            1.    Water for use in the lavatories on the floor(s) on which the
                  Premises is located. If Tenant desires water in the Premises
                  for any approved reason, including a private lavatory or
                  kitchen, cold water shall be supplied, at Tenant's sole cost
                  and expense, from the Building water main through a line and
                  fixtures installed at Tenant's sole cost and expense with the
                  prior reasonable consent of Landlord. If Tenant desires hot
                  water in the Premises, Tenant, at its sole cost and expense
                  and subject to the prior reasonable consent of Landlord, may
                  install a hot water heater in the Premises. Tenant shall be
                  solely responsible for maintenance and repair of any such hot
                  water heater.

            2.    Central heat and air conditioning in season during Normal
                  Business Hours, (provided however, Tenant shall be furnished
                  heating and air conditioning on Saturdays only upon Tenant's
                  initiation of the heating and air conditioning system through
                  use of Tenant's security access card), at such temperatures
                  and in such amounts as are considered by Landlord, in its
                  reasonable judgment, to be standard for buildings of similar
                  class, size, age and location, or as required by governmental
                  authority. In the event that Tenant requires central heat,
                  ventilation or air conditioning at hours other than Normal
                  Business Hours, such central heat, ventilation or air
                  conditioning shall be furnished to Tenant upon Tenant's
                  initiation of the heating and air conditioning system after
                  Normal Business Hours through use of Tenant's security access
                  card. Tenant shall pay Landlord, as Additional Base Rental,
                  the entire cost of additional service as such costs are
                  determined by Landlord from time to time.

            3.    Maintenance and repair of all Common Areas in the manner and
                  to the extent reasonably deemed by Landlord to be standard for
                  buildings of similar class, size, age and location.

            4.    Janitor service on Business Days; provided, however, if
                  Tenant's use, floor covering or other improvements require
                  special services, Tenant shall pay the additional cost
                  reasonably attributable thereto as Additional Base Rental.

            5.    Passenger elevator service in common with other tenants of the
                  Building.

            6.    Electricity to the Premises for general office use, in
                  accordance with and subject to the terms and conditions set
                  forth in Article XI of this Lease.

      B.    The failure by Landlord to any extent to furnish, or the
            interruption or termination of, any services in whole or in part,
            resulting from adherence to laws, regulations and administrative
            orders, wear, use, repairs, improvements, alterations or any causes
            beyond the reasonable control of Landlord shall not render Landlord
            liable in any respect nor be construed as a constructive eviction of
            Tenant, nor give rise to an abatement of Rent, nor relieve Tenant
            from the obligation to fulfill any covenant or agreement hereof.
            Should any of the equipment or machinery used in the provision of
            such services for any cause cease to function properly, Landlord
            shall use reasonable diligence to repair such equipment or
            machinery.

                                       11
<PAGE>

      C.    Tenant expressly acknowledges that if Landlord, from time to time,
            elects to provide security services, Landlord shall not be deemed to
            have warranted the efficiency of any security personnel, service,
            procedures or equipment and Landlord shall not be liable in any
            manner for the failure of any such security personnel, services,
            procedures or equipment to prevent or control, or apprehend anyone
            suspected of personal injury, property damage or any criminal
            conduct in, on or around the Property.

VIII. LEASEHOLD IMPROVEMENTS.

      Any trade fixtures, unattached and movable equipment or furniture, or
other personalty brought into the Premises by Tenant ("Tenant's Property") shall
be owned and insured by Tenant. Tenant shall remove all such Tenant's Property
from the Premises in accordance with the terms of Article XXXV hereof. Any and
all alterations, additions and improvements to the Premises, including any
built-in furniture (collectively, "Leasehold Improvements") shall be owned and
insured by Landlord and shall remain upon the Premises, all without
compensation, allowance or credit to Tenant. Landlord may, nonetheless, at any
time prior to, or within six (6) months after, the expiration or earlier
termination of this Lease or Tenant's right to possession, require Tenant to
remove any Leasehold Improvements performed by or for the benefit of Tenant and
all electronic, phone and data cabling as are designated by Landlord (the
"Required Removables") at Tenant's sole cost. In the event that Landlord so
elects, Tenant shall remove such Required Removables within ten (10) days after
notice from Landlord, provided that in no event shall Tenant be required to
remove such Required Removables prior to the expiration or earlier termination
of this Lease or Tenant's right to possession. In addition to Tenant's
obligation to remove the Required Removables, Tenant shall repair any damage
caused by such removal and perform such other work as is reasonably necessary to
restore the Premises to a "move in" condition. If Tenant fails to remove any
specified Required Removables or to perform any required repairs and restoration
within the time period specified above, Landlord, at Tenant's sole cost and
expense, may remove, store, sell and/or dispose of the Required Removables and
perform such required repairs and restoration work. Tenant, within five (5) days
after demand from Landlord, shall reimburse Landlord for any and all reasonable
costs incurred by Landlord in connection with the Required Removables.

IX.   GRAPHICS.

      Landlord shall provide and install, at Tenant's cost, any suite numbers
and Tenant identification on the exterior of the Premises using the standard
graphics for the Building. Tenant shall not be permitted to install any signs or
other identification without Landlord's prior written consent.

X.    REPAIRS AND ALTERATIONS.

      A.    Except to the extent such obligations are imposed upon Landlord
            hereunder, Tenant, at its sole cost and expense, shall perform all
            maintenance and repairs to the Premises as are necessary to keep the
            same in good condition and repair throughout the entire Lease Term,
            reasonable wear and tear excepted. Tenant's repair and maintenance
            obligations with respect to the Premises shall include, without
            limitation, any necessary repairs with respect to: (1) any carpet or
            other floor covering, (2) any interior partitions, (3) any doors,
            (4) the interior side of any demising walls, (5) any telephone and
            computer cabling that serves Tenant's equipment exclusively, (6) any
            supplemental air conditioning units, private showers and kitchens,
            including any plumbing in connection therewith, and similar
            facilities serving Tenant exclusively, and (7) any alterations,
            additions or improvements performed by contractors retained by
            Tenant. All such work shall be performed in accordance with Section
            X.B. below and the rules, policies and procedures reasonably enacted
            by Landlord from time to time for the performance of work in the
            Building. If Tenant fails to make any necessary repairs to the
            Premises, Landlord may, at its option, make such repairs, and Tenant
            shall pay the cost thereof to the Landlord on demand as Additional
            Base Rental, together with an administrative charge in an amount
            equal to ten percent (10%) of the cost of such repairs. Landlord
            shall, at its expense (except as included in Basic Costs), keep and
            maintain in good repair and working order

                                       12
<PAGE>

            and make all repairs to and perform necessary maintenance upon: (a)
            all structural elements of the Building; and (b) all mechanical,
            electrical and plumbing systems that serve the Building in general;
            and (c) the Building facilities common to all tenants including, but
            not limited to, the ceilings, walls and floors in the Common Areas.

      B.    Tenant shall not make or allow to be made any alterations, additions
            or improvements to the Premises without first obtaining the written
            consent of Landlord in each such instance. Prior to commencing any
            such work and as a condition to obtaining Landlord's consent, Tenant
            must furnish Landlord with plans and specifications reasonably
            acceptable to Landlord; names and addresses of contractors
            reasonably acceptable to Landlord; copies of contracts; necessary
            permits and approvals; evidence of contractor's and subcontractor's
            insurance in accordance with Article XVI Section B. hereof; and
            payment bond or other security, all in form and amount satisfactory
            to Landlord. All such improvements, alterations or additions shall
            be constructed in a good and workmanlike manner using Building
            Standard materials or other new materials of equal or greater
            quality. Landlord, to the extent reasonably necessary to avoid any
            disruption to the tenants and occupants of the Building, shall have
            the right to designate the time when any such alterations, additions
            and improvements may be performed and to otherwise designate
            reasonable rules, regulations and procedures for the performance of
            work in the Building. Upon completion, Tenant shall furnish
            "as-built" plans, contractor's affidavits and partial, or full and
            final waivers of lien, as applicable, in recordable form, and
            receipted bills covering all labor and materials. All improvements,
            alterations and additions shall comply with all insurance
            requirements, codes, ordinances, laws and regulations, including
            without limitation, the Americans with Disabilities Act. Tenant
            shall reimburse Landlord upon demand as Additional Base Rental for
            all sums, if any, expended by Landlord for third party examination
            of the architectural, mechanical, electric and plumbing plans for
            any alterations, additions or improvements. In addition, if Landlord
            so requests, Landlord shall be entitled to oversee the construction
            of any alterations, additions or improvements that may affect the
            structure of the Building or any of the mechanical, electrical,
            plumbing or life safety systems of the Building. In the event
            Landlord elects to oversee such work, Landlord shall be entitled to
            receive a fee for such oversight in an amount equal to fifteen
            percent (15%) of the cost of such alterations, additions or
            improvements. Landlord's approval of Tenant's plans and
            specifications for any work performed for or on behalf of Tenant
            shall not be deemed to be a representation by Landlord that such
            plans and specifications comply with applicable insurance
            requirements, building codes, ordinances, laws or regulations or
            that the alterations, additions and improvements constructed in
            accordance with such plans and specifications will be adequate for
            Tenant's use.

XI.   USE OF ELECTRICAL SERVICES BY TENANT.

      A.    All electricity used by Tenant in the Premises shall, at Landlord's
            option, be paid for by Tenant either: (1) through inclusion in Base
            Rental and Basic Costs (except as provided in Section XI.B. below
            with respect to excess usage); or (2) by a separate charge billed
            directly to Tenant by Landlord and payable by Tenant as Additional
            Base Rental within ten (10) days after billing; or (3) by a separate
            charge or charges billed by the utility company(ies) providing
            electrical service and payable by Tenant directly to such utility
            company(ies). It is understood that electrical service to the
            Premises may be furnished by one or more companies providing
            electrical generation, transmission and/or distribution services and
            that the cost of electricity may be billed as a single charge or
            divided into and billed in a variety of categories such as
            distribution charges, transmission charges, generation charges,
            public good charges or other similar categories. Landlord shall have
            the exclusive right to select the company(ies) providing electrical
            service to the Building, Premises and Property, to aggregate the
            electrical service for the Building, Premises and Property with
            other buildings, to purchase electricity for the Building, Premises
            and Property through a broker and/or buyers group and to change the
            providers and/or manner of purchasing

                                       13
<PAGE>

            electricity from time to time. Landlord shall be entitled to receive
            a reasonable fee (if permitted by law) for the services provided by
            Landlord in connection with the selection of utility companies and
            the negotiation and administration of contracts for the generation
            of electricity. In addition, if Landlord bills Tenant directly for
            the cost of electricity as Additional Base Rental, the cost of
            electricity may include (if permitted by law) an administrative fee
            to reimburse Landlord for the cost of reading meters, preparing
            invoices and related costs.

      B.    Tenant's use of electrical service in the Premises shall not exceed,
            either in voltage, rated capacity, use beyond Normal Business Hours
            or overall load, that which Landlord deems to be standard for the
            Building. In the event Tenant shall consume (or request that it be
            allowed to consume) electrical service in excess of that deemed by
            Landlord to be standard for the Building, Landlord may refuse to
            consent to such excess usage or may condition its consent to such
            excess usage upon such conditions as Landlord reasonably elects
            (including the installation of utility service upgrades, submeters,
            air handlers or cooling units), and all such additional usage (to
            the extent permitted by law), installation and maintenance thereof
            shall be paid for by Tenant as Additional Base Rental. Landlord, at
            any time during the Lease Term, shall have the right to separately
            meter electrical usage for the Premises or to measure electrical
            usage by survey or any other method that Landlord, in its reasonable
            judgment, deems to be appropriate.

      C.    Notwithstanding Section A. above to the contrary, if Landlord
            permits Tenant to purchase electrical power for the Premises from a
            provider other than Landlord's designated company(ies), such
            provider shall be considered to be a contractor of Tenant and Tenant
            shall indemnify and hold Landlord harmless from such provider's acts
            and omissions while in, or in connection with their services to, the
            Building or Premises in accordance with the terms and conditions of
            Article XV. In addition, at the request of Landlord, Tenant shall
            allow Landlord to purchase electricity from Tenant's provider at
            Tenant's rate or at such lower rate as can be negotiated by the
            aggregation of Landlord's and Tenant's requirements for electricity
            power.

XII.  ENTRY BY LANDLORD.

      Landlord and its agents or representatives shall have the right to enter
the Premises to inspect the same, or to show the Premises to prospective
purchasers, mortgagees, tenants (during the last twelve months of the Lease Term
or earlier in connection with a potential relocation) or insurers, or to clean
or make repairs, alterations or additions thereto, including any work that
Landlord deems necessary for the safety, protection or preservation of the
Building or any occupants thereof, or to facilitate repairs, alterations or
additions to the Building or any other tenants' premises. Except for any entry
by Landlord in an emergency situation or to provide normal cleaning and
janitorial service, Landlord shall provide Tenant with reasonable prior notice
of any entry into the Premises, which notice may be given verbally. If
reasonably necessary for the protection and safety of Tenant and its employees,
Landlord shall have the right to temporarily close the Premises to perform
repairs, alterations or additions in the Premises, provided that Landlord shall
use reasonable efforts to perform all such work on " weekends and after Normal
Business Hours. Entry by Landlord hereunder shall not constitute a constructive
eviction or entitle Tenant to any abatement or reduction of Rent by reason
thereof.

XIII. ASSIGNMENT AND SUBLETTING.

      A.    Tenant shall not assign, sublease, transfer or encumber this Lease
            or any interest therein or grant any license, concession or other
            right of occupancy of the Premises or any portion thereof or
            otherwise permit the use of the Premises or any portion thereof by
            any party other than Tenant (any of which events is hereinafter
            called a "Transfer") without the prior written consent of Landlord,
            which consent shall not be unreasonably withheld with respect to any
            proposed assignment or subletting. Landlord's consent shall not be
            considered unreasonably withheld if: (1) the proposed transferee's
            financial responsibility does not meet the same criteria Landlord
            uses to select Building tenants; (2) the

                                       14
<PAGE>

            proposed transferee's business is not suitable for the Building
            considering the business of the other tenants and the Building's
            prestige or would result in a violation of an exclusive right
            granted to another tenant in the Building; (3) the proposed use is
            different than the Permitted Use; (4) the proposed transferee is a
            government agency or occupant of the Building; (5) Tenant is in
            default; or (6) any portion of the Building or Premises would become
            subject to additional or different governmental laws or regulations
            as a consequence of the proposed Transfer and/or the proposed
            transferee's use and occupancy of the Premises. Tenant acknowledges
            that the foregoing is not intended to be an exclusive list of the
            reasons for which Landlord may reasonably withhold its consent to a
            proposed Transfer. Any attempted Transfer in violation of the terms
            of this Article shall, at Landlord's option, be void. Consent by
            Landlord to one or more Transfers shall not operate as a waiver of
            Landlord's rights as to any subsequent Transfers. In addition,
            Tenant shall not, without Landlord's consent, publicly advertise the
            proposed rental rate for any Transfer.

      B.    If Tenant requests Landlord's consent to a Transfer, Tenant,
            together with such request for consent, shall provide Landlord with
            the name of the proposed transferee and the nature of the business
            of the proposed transferee, the term, use, rental rate and all other
            material terms and conditions of the proposed Transfer, including,
            without limitation, a copy of the proposed assignment, sublease or
            other contractual documents and evidence satisfactory to Landlord
            that the proposed transferee is financially responsible.
            Notwithstanding Landlord's agreement to act reasonably under Section
            XIII.A. above, Landlord may, within forty-five (45) days after its
            receipt of all information and documentation required herein,
            either, (1) consent to or reasonably refuse to consent to such
            Transfer in writing; or (2) negotiate directly with the proposed
            transferee and in the event Landlord is able to reach an agreement
            with such proposed transferee, terminate this Lease (in part or in
            whole, as appropriate) upon thirty (30) days' notice; or (3) cancel
            and terminate this Lease, in whole or in part as appropriate, upon
            thirty (30) days' notice. In the event Landlord consents to any such
            Transfer, the Transfer and consent thereto shall be in a form
            approved by Landlord, and Tenant shall bear all costs and expenses
            incurred by Landlord in connection with the review and approval of
            such documentation, which costs and expenses shall be deemed to be
            at least Seven Hundred Fifty Dollars ($750.00).

      C.    All cash or other proceeds (the "Transfer Consideration") of any
            Transfer of Tenant's interest in this Lease and/or the Premises,
            whether consented to by Landlord or not, shall be paid to Landlord
            and Tenant hereby assigns all rights it might have or ever acquire
            in any such proceeds to Landlord. In addition to the Rent hereunder,
            Tenant hereby covenants and agrees to pay to Landlord all rent and
            other consideration which it receives which is in excess of the Rent
            payable hereunder within ten (10) days following receipt thereof by
            Tenant. In addition to any other rights Landlord may have, Landlord
            shall have the right to contact any transferee and require that all
            payments made pursuant to the Transfer shall be made directly to
            Landlord.

      D.    If Tenant is a corporation, limited liability company or similar
            entity, and if at any time during the Lease Term the entity or
            entities who own the voting shares at the time of the execution of
            this Lease cease for any reason (including but not limited to
            merger, consolidation or other reorganization involving another
            corporation) to own a majority of such shares, or if Tenant is a
            partnership and if at any time during the Lease Term the general
            partner or partners who own the general partnership interests in the
            partnership at the time of the execution of this Lease, cease for
            any reason to own a majority of such interests (except as the result
            of transfers by gift, bequest or inheritance to or for the benefit
            of members of the immediate family of such original shareholder[s]
            or partner[s]), such an event shall be deemed to be a Transfer. The
            preceding sentence shall not apply whenever Tenant is a corporation,
            the outstanding stock of which is listed on a recognized security
            exchange, or if at least eighty percent (80%) of its voting stock is
            owned by another corporation, the voting stock of which is so
            listed.

                                       15
<PAGE>

      E.    Any Transfer consented to by Landlord in accordance with this
            Article XIII shall be only for the Permitted Use and for no other
            purpose. In no event shall any Transfer release or relieve Tenant or
            any Guarantors from any obligations under this Lease.

XIV.  LIENS.

      Tenant will not permit any mechanic's liens or other liens to be placed
upon the Premises or Tenant's leasehold interest therein, the Building, or the
Property. Landlord's title to the Building and Property is and always shall be
paramount to the interest of Tenant, and nothing herein contained shall empower
Tenant to do any act that can, shall or may encumber Landlord's title. In the
event any such lien does attach, Tenant shall, within five (5) days of notice of
the filing of said lien, either discharge or bond over such lien to the
satisfaction of Landlord and Landlord's Mortgagee (as hereinafter defined), and
in such a manner as to remove the lien as an encumbrance against the Building
and Property. If Tenant shall fail to so discharge or bond over such lien, then,
in addition to any other right or remedy of Landlord, Landlord may, but shall
not be obligated to bond over or discharge the same. Any amount paid by Landlord
for any of the aforesaid purposes, including reasonable attorneys' fees (if and
to the extent permitted by law) shall be paid by Tenant to Landlord on demand as
Additional Base Rental. Landlord shall have the right to post and keep posted on
the Premises any notices that may be provided by law or which Landlord may deem
to be proper for the protection of Landlord, the Premises and the Building from
such liens.

XV.   INDEMNITY AND WAIVER OF CLAIMS.

      A.    Tenant shall indemnify, defend and hold Landlord, its members,
            principals, beneficiaries, partners, officers, directors, employees,
            Mortgagee(s) and agents, and the respective principals and members
            of any such agents (collectively the "Landlord Related Parties")
            harmless against and from all liabilities, obligations, damages,
            penalties, claims, costs, charges and expenses, including, without
            limitation, reasonable attorneys' fees and other professional fees
            (if and to the extent permitted by law), which may be imposed upon,
            incurred by, or asserted against Landlord or any of the Landlord
            Related Parties and arising, directly or indirectly, out of or in
            connection with the use, occupancy or maintenance of the Premises
            by, through or under Tenant including, without limitation, any of
            the following: (1) any work or thing done in, on or about the
            Premises or any part thereof by Tenant or any of its transferees,
            agents, servants, contractors, employees, customers, licensees or
            invitees; (2) any use, non-use, possession, occupation, condition,
            operation or maintenance of the Premises or any part thereof; (3)
            any act or omission of Tenant or any of its transferees, agents,
            servants, contractors, employees, customers, licensees or invitees,
            regardless of whether such act or omission occurred within the
            Premises; (4) any injury or damage to any person or property
            occurring in, on or about the Premises or any part thereof; or (5)
            any failure on the part of Tenant to perform or comply with any of
            the covenants, agreements, terms or conditions contained in this
            Lease with which Tenant must comply or perform. In case any action
            or proceeding is brought against Landlord or any of the Landlord
            Related Parties by reason of any of the foregoing, Tenant shall, at
            Tenant's sole cost and expense, resist and defend such action or
            proceeding with counsel approved by Landlord or, at Landlord's
            option, reimburse Landlord for the cost of any counsel retained
            directly by Landlord to defend and resist such action or proceeding.

      B.    Landlord and the Landlord Related Parties shall not be liable for,
            and Tenant hereby waives, all claims for loss or damage to Tenant's
            business or damage to person or property sustained by Tenant or any
            person claiming by, through or under Tenant [including Tenant's
            principals, agents and employees (collectively, the "Tenant Related
            Parties")] resulting from any accident or occurrence in, on or about
            the Premises, the Building or the Property, including, without
            limitation, claims for loss, theft or damage resulting from: (1)the
            Premises, Building, or Property, or any equipment or appurtenances
            becoming out of repair; (2) wind or weather; (3) any defect in or
            failure to operate, for whatever reason, any sprinkler, heating or
            air-conditioning equipment, electric wiring, gas, water or

                                       16
<PAGE>

            steam pipes; (4) broken glass; (5) the backing up of any sewer pipe
            or downspout; (6) the bursting, leaking or running of any tank,
            water closet, drain or other pipe; (7) the escape of steam or water;
            (8) water, snow or ice being upon or coming through the roof,
            skylight, stairs, doorways, windows, walks or any other place upon
            or near the Building; (9) the falling of any fixture, plaster, tile
            or other material; (10) any act, omission or negligence of other
            tenants, licensees or any other persons or occupants of the Building
            or of adjoining or contiguous buildings, or owners of adjacent or
            contiguous property or the public, or by construction of any
            private, public or quasi-public work; or (11) any other cause of any
            nature except, as to items 1-9, where such loss or damage is due to
            Landlord's willful failure to make repairs required to be made
            pursuant to other provisions of this Lease, after the expiration of
            a reasonable time after written notice to Landlord of the need for
            such repairs. To the maximum extent permitted by law, Tenant agrees
            to use and occupy the Premises, and to use such other portions of
            the Building as Tenant is herein given the right to use, at Tenant's
            own risk.

XVI.  TENANT'S INSURANCE.

      A.    At all times commencing on and after the earlier of the Commencement
            Date and the date Tenant or its agents, employees or contractors
            enters the Premises for any purpose, Tenant shall carry and
            maintain, at its sole cost and expense:

            1.    Commercial General Liability Insurance applicable to the
                  Premises and its appurtenances providing, on an occurrence
                  basis, a minimum combined single limit of Two Million Dollars
                  ($2,000,000.00), with a contractual liability endorsement
                  covering Tenant's indemnity obligations under this Lease.

            2.    All Risks of Physical Loss Insurance written at replacement
                  cost value and with a replacement cost endorsement covering
                  all of Tenant's Property in the Premises.

            3.    Workers' Compensation Insurance as required by the state in
                  which the Premises is located and in amounts as may be
                  required by applicable statute, and Employers' Liability
                  Coverage of One Million Dollars ($1,000,000.00) per
                  occurrence.

            4.    Whenever good business practice, in Landlord's reasonable
                  judgment, indicates the need of additional insurance coverage
                  or different types of insurance in connection with the
                  Premises or Tenant's use and occupancy thereof, Tenant shall,
                  upon request, obtain such insurance at Tenant's expense and
                  provide Landlord with evidence thereof.

      B.    Except for items for which Landlord is responsible under the Work
            Letter agreement, before any repairs, alterations, additions,
            improvements, or construction are undertaken by or on behalf of
            Tenant, Tenant shall carry and maintain, at its expense, or Tenant
            shall require any contractor performing work on the Premises to
            carry and maintain, at no expense to Landlord, in addition to
            Workers' Compensation Insurance as required by the jurisdiction in
            which the Building is located, All Risk Builder's Risk Insurance in
            the amount of the replacement cost of any alterations, additions or
            improvements (or such other amount reasonably required by Landlord)
            and Commercial General Liability Insurance (including, without
            limitation, Contractor's Liability coverage, Contractual Liability
            coverage and Completed Operations coverage,) written on an
            occurrence basis with a minimum combined single limit of Two Million
            Dollars ($2,000,000.00) and adding "the named Landlord hereunder (or
            any successor thereto), Equity Office Properties Trust, a Maryland
            real estate investment trust, EOP Operating Limited Partnership, a
            Delaware limited partnership, and their respective members,
            principals, beneficiaries, partners, officers, directors, employees,
            agents and any Mortgagee(s)", and other designees of Landlord as the
            interest of such designees shall appear, as additional insureds
            (collectively referred to as the "Additional Insureds").

                                       17
<PAGE>

      C.    Any company writing any insurance which Tenant is required to
            maintain or cause to be maintained pursuant to the terms of this
            Lease (all such insurance as well as any other insurance pertaining
            to the Premises or the operation of Tenant's business therein being
            referred to as "Tenant's Insurance"), as well as the form of such
            insurance, shall at all times be subject to Landlord's reasonable
            approval, and each such insurance company shall have an A.M. Best
            rating of "A-" or better and shall be licensed and qualified to do
            business in the state in which the Premises is located. All policies
            evidencing Tenant's Insurance (except for Workers' Compensation
            Insurance) shall specify Tenant as named insured and the Additional
            Insureds as additional insureds. Provided that the coverage afforded
            Landlord and any designees of Landlord shall not be reduced or
            otherwise adversely affected, all of Tenant's Insurance may be
            carried under a blanket policy covering the Premises and any other
            of Tenant's locations. All policies of Tenant's Insurance shall
            contain endorsements that the insurer(s) will give to Landlord and
            its designees at least thirty (30) days' advance written notice of
            any change, cancellation, termination or lapse of said Tenant's
            Insurance. Tenant shall be solely responsible for payment of
            premiums for all of Tenant's Insurance. Tenant shall deliver to
            Landlord at least fifteen (15) days prior to the time Tenant's
            Insurance is first required to be carried by Tenant, and upon
            renewals at least fifteen (15) days prior to the expiration of any
            such Tenant's Insurance coverage, a certificate of insurance of all
            policies procured by Tenant in compliance with its obligations under
            this Lease. The limits of Tenant's Insurance shall in no event limit
            Tenant's liability under this Lease.

      D.    Tenant shall not do or fail to do anything in, upon or about the
            Premises which will: (1) violate the terms of any of Landlord's
            insurance policies; (2) prevent Landlord from obtaining policies of
            insurance acceptable to Landlord or any Mortgagees; or (3) result in
            an increase in the rate of any insurance on the Premises, the
            Building, any other property of Landlord or of others within the
            Building. In the event of the occurrence of any of the events set
            forth in this Section, Tenant shall pay Landlord upon demand, as
            Additional Base Rental, the cost of the amount of any increase in
            any such insurance premium, provided that the acceptance by Landlord
            of such payment shall not be construed to be a waiver of any rights
            by Landlord in connection with a default by Tenant under the Lease.
            If Tenant fails to obtain the insurance coverage required by this
            Lease, Landlord may, at its option, obtain such insurance for
            Tenant, and Tenant shall pay, as Additional Base Rental, the cost of
            all premiums thereon and all of Landlord's costs associated
            therewith.

XVII. SUBROGATION.

      Notwithstanding anything set forth in this Lease to the contrary, Landlord
and Tenant do hereby waive any and all right of recovery, claim, action or cause
of action against the other, their respective principals, beneficiaries,
partners, officers, directors, agents, and employees, and, with respect to
Landlord, its Mortgagee(s), for any loss or damage that may occur to Landlord or
Tenant or any party claiming by, through or under Landlord or Tenant, as the
case may be, with respect to their respective property, the Building, the
Property or the Premises or any addition or improvements thereto, or any
contents therein, by reason of fire, the elements or any other cause, regardless
of cause or origin, including the negligence of Landlord or Tenant, or their
respective principals, beneficiaries, partners, officers, directors, agents and
employees and, with respect to Landlord, its Mortgagee(s), which loss or damage
is (or would have been, had the insurance required by this Lease been carried)
covered by insurance. Since this mutual waiver will preclude the assignment of
any such claim by subrogation (or otherwise) to an insurance company (or any
other person), Landlord and Tenant each agree to give each insurance company
which has issued, or in the future may issue, policies of insurance, with
respect to the items covered by this waiver, written notice of the terms of this
mutual waiver, and to have such insurance policies properly endorsed, if
necessary, to prevent the invalidation of any of the coverage provided by such
insurance policies by reason of such mutual waiver. For the purpose of the
foregoing waiver, the amount of any deductible applicable to any loss or damage
shall be deemed covered by, and recoverable by the insured under the insurance
policy to which such deductible relates. In the event that Tenant is permitted
to and self-insures any risk which would have been covered by the insurance

                                       18
<PAGE>

required to be carried by Tenant pursuant to Article XVI of the Lease, or if
Tenant fails to carry any insurance required to be carried by Tenant pursuant to
Article XVI of this Lease, then all loss or damage to Tenant, its leasehold
interest, its business, its property, the Premises or any additions or
improvements thereto or contents thereof shall be deemed covered by and
recoverable by Tenant under valid and collectible policies of insurance.

XVIII. LANDLORD'S INSURANCE.

      Landlord shall maintain property insurance on the Building in such amounts
as Landlord reasonably elects. The cost of such insurance shall be included as a
part of the Basic Costs, and payments for losses and recoveries thereunder shall
be made solely to Landlord or the Mortgagees of Landlord as their interests
shall appear.

XIX.  CASUALTY DAMAGE.

      If the Premises or any part thereof shall be damaged by fire or other
casualty, Tenant shall give prompt written notice thereof to Landlord. In case
the Building shall be so damaged that in Landlord's reasonable judgment,
substantial alteration or reconstruction of the Building shall be required
(whether or not the Premises has been damaged by such casualty) or in the event
Landlord will not be permitted by applicable law to rebuild the Building in
substantially the same form as existed prior to the fire or casualty or in the
event the Premises has been materially damaged and there is less than two (2)
years of the Lease Term remaining on the date of such casualty or in the event
any Mortgagee should require that the insurance proceeds payable as a result of
a casualty be applied to the payment of the mortgage debt or in the event of any
material uninsured loss to the Building, Landlord may, at its option, terminate
this Lease by notifying Tenant in writing of such termination within ninety (90)
days after the date of such casualty. Such termination shall be effective as of
the date of fire or casualty, with respect to any portion of the Premises that
was rendered untenantable, and the effective date of termination specified in
Landlord's notice, with respect to any portion of the Premises that remained
tenantable. If Landlord does not elect to terminate this Lease, Landlord shall
commence and proceed with reasonable diligence to restore the Building (provided
that Landlord shall not be required to restore any unleased premises in the
Building) and the Leasehold Improvements (but excluding any improvements,
alterations or additions made by Tenant in violation of this Lease) located
within the Premises, if any, which Landlord has insured to substantially the
same condition they were in immediately prior to the happening of the casualty.
Notwithstanding the foregoing, Landlord's obligation to restore the Building,
and the Leasehold Improvements, if any, shall not require Landlord to expend for
such repair and restoration work more than the insurance proceeds actually
received by the Landlord as a result of the casualty. When repairs to the
Premises have been completed by Landlord, Tenant shall complete the restoration
or replacement of all Tenant's Property necessary to permit Tenant's reoccupancy
of the Premises, and Tenant shall present Landlord with evidence satisfactory to
Landlord of Tenant's ability to pay such costs prior to Landlord's commencement
of repair and restoration of the Premises. Landlord shall not be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting in any way from such damage or the repair thereof, except that,
subject to the provisions of the next sentence, Landlord shall allow Tenant a
fair diminution of Rent on a per diem basis during the time and to the extent
any damage to the Premises causes the Premises to be rendered untenantable and
not used by Tenant. If the Premises or any other portion of the Building is
damaged by fire or other casualty resulting from the negligence of Tenant or any
Tenant Related Parties, the Rent hereunder shall not be diminished during any
period during which the Premises, or any portion thereof, is untenantable
(except to the extent Landlord is entitled to be reimbursed by the proceeds of
any rental interruption insurance), and Tenant shall be liable to Landlord for
the cost of the repair and restoration of the Building caused thereby to the
extent such cost and expense is not covered by insurance proceeds. Landlord and
Tenant hereby waive the provisions of any law from time to time in effect during
the Lease Term relating to the effect upon leases of partial or total
destruction of leased property. Landlord and Tenant agree that their respective
rights in the event of any damage to or destruction of the Premises shall be
those specifically set forth herein.

XX.   DEMOLITION.

      Landlord shall have the right to terminate this Lease if Landlord proposes
or is required, for any reason, to remodel, remove, or demolish the Building or
any substantial portion thereof.

                                       19
<PAGE>

Such cancellation shall be exercised by Landlord by the service of not less than
ninety (90) days' written notice of such termination. Such notice shall set
forth the date upon which the termination will be effective. No money or other
consideration shall be payable by Landlord to Tenant for Landlord's exercise of
this right, and the right is hereby reserved to Landlord and all purchasers,
successors, assigns, transferees, and ground tenants of Landlord, as the case
may be, and is in addition to all other rights of Landlord. Tenant has read the
foregoing and understands that Landlord has a right to terminate this Lease as
provided above.

XXI.  CONDEMNATION.

      If (a) the whole or any substantial part of the Premises or (b) any
portion of the Building or Property which would leave the remainder of the
Building unsuitable for use as an office building comparable to its use on the
Commencement Date, shall be taken or condemned for any public or quasi-public
use under governmental law, ordinance or regulation, or by right of eminent
domain, or by private purchase in lieu thereof, then Landlord may, at its
option, terminate this Lease effective as of the date the physical taking of
said Premises or said portion of the Building or Property shall occur. In the
event this Lease is not terminated, the Rentable Area of the Building, the
Rentable Area of the Premises and Tenant's Pro Rata Share shall be appropriately
adjusted. In addition, Rent for any portion of the Premises so taken or
condemned shall be abated during the unexpired term of this Lease effective when
the physical taking of said portion of the Premises shall occur. All
compensation awarded for any such taking or condemnation, or sale proceeds in
lieu thereof, shall be the property of Landlord, and Tenant shall have no claim
thereto, the same being hereby expressly waived by Tenant, except for any
portions of such award or proceeds which are specifically allocated by the
condemning or purchasing party for the taking of or damage to trade fixtures of
Tenant, which Tenant specifically reserves to itself.

XXII. EVENTS OF DEFAULT.

      The following events shall be deemed to be events of default under this
Lease:

      A.    Tenant shall fail to pay when due any Base Rental, Additional Base
            Rental or other Rent under this Lease and such failure shall
            continue for three (3) days after written notice from Landlord
            (hereinafter sometimes referred to as a "Monetary Default").

      B.    Any failure by Tenant (other than a Monetary Default) to comply with
            any term, provision or covenant of this Lease, including, without
            limitation, the rules and regulations, which failure is not cured
            within ten (10) days after delivery to Tenant of notice of the
            occurrence of such failure, provided that if any such failure
            creates a hazardous condition, such failure must be cured
            immediately. Notwithstanding the foregoing, if Tenant fails to
            comply with any particular provision or covenant of this Lease,
            including, without limitation, Tenant's obligation to pay Rent when
            due, on three (3) occasions during any twelve (12) month period, any
            subsequent violation of such provision or covenant shall be
            considered to be an incurable default by Tenant.

      C.    Tenant or any Guarantor shall become insolvent, or shall make a
            transfer in fraud of creditors, or shall commit an act of bankruptcy
            or shall make an assignment for the benefit of creditors, or Tenant
            or any Guarantor shall admit in writing its inability to pay its
            debts as they become due.

      D.    Tenant or any Guarantor shall file a petition under any section or
            chapter of the United States Bankruptcy Code, as amended, pertaining
            to bankruptcy, or under any similar law or statute of the United
            States or any State thereof, or Tenant or any Guarantor shall be
            adjudged bankrupt or insolvent in proceedings filed against Tenant
            or any Guarantor thereunder; or a petition or answer proposing the
            adjudication of Tenant or any Guarantor as a debtor or its
            reorganization under any present or future federal or state
            bankruptcy or similar law shall be filed in any court and such
            petition or answer shall not be discharged or denied within sixty
            (60) days after the filing thereof.

                                       20
<PAGE>

      E.    A receiver or trustee shall be appointed for all or substantially
            all of the assets of Tenant or any Guarantor or of the Premises or
            of any of Tenant's Property located thereon in any proceeding
            brought by Tenant or any Guarantor, or any such receiver or trustee
            shall be appointed in any proceeding brought against Tenant or any
            Guarantor and shall not be discharged within sixty (60) days after
            such appointment or Tenant or such Guarantor shall consent to or
            acquiesce in such appointment.

      F.    The leasehold estate hereunder shall be taken on execution or other
            process of law or equity in any action against Tenant.

      G.    Tenant shall abandon or vacate any substantial portion of the
            Premises without the prior written permission of Landlord.

      H.    Tenant shall fail to take possession of and occupy the Premises
            within thirty (30) days following the Commencement Date and
            thereafter continuously conduct its operations in the Premises for
            the Permitted Use.

      I.    The liquidation, termination, dissolution, forfeiture of right to do
            business, or death of Tenant or any then current Guarantor.

      J.    Tenant is in default beyond any notice and cure period under any
            other lease with Landlord.

XXIII. REMEDIES.

      A.    Upon the occurrence of any event or events of default under this
            Lease, whether enumerated in Article XXII or not, Landlord shall
            have the option to pursue any one or more of the following remedies
            without any notice (except as expressly prescribed herein) or demand
            whatsoever (and without limiting the generality of the foregoing,
            Tenant hereby specifically waives notice and demand for payment of
            Rent or other obligations and waives any and all other notices or
            demand requirements imposed by applicable law):

            1.    Terminate this Lease and Tenant's right to possession of the
                  Premises and recover from Tenant an award of damages equal to
                  the sum of the following:

                  (a)   The Worth at the Time of Award of the unpaid Rent which
                        had been earned at the time of termination;

                  (b)   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 affirmatively proves could
                        have been reasonably avoided;

                  (c)   The Worth at the Time of Award of the amount by which
                        the unpaid Rent for the balance of the Lease Term after
                        the time of award exceeds the amount of such Rent loss
                        that Tenant affirmatively proves could be reasonably
                        avoided;

                  (d)   Any other amount necessary to compensate Landlord for
                        all the detriment either proximately caused by Tenant's
                        failure to perform Tenant's obligations under this Lease
                        or which in the ordinary course of things would be
                        likely to result therefrom; and

                  (e)   All such other amounts in addition to or in lieu of the
                        foregoing as may be permitted from time to time under
                        applicable law.

                  The "Worth at the Time of Award" of the amounts referred to in
                  parts (a) and (b) above, shall be computed by allowing
                  interest at the rate specified in Article IV.E., and the
                  "Worth at the Time of Award" of the amount referred to in part
                  (c), above, shall be computed by discounting such

                                       21
<PAGE>

                  amount at the discount rate of the Federal Reserve Bank of San
                  Francisco at the time of award plus one percent (1%);

            2.    Employ the remedy described in California Civil Code Section
                  1951.4 (Landlord may continue this Lease in effect after
                  Tenant's breach and abandonment and recover Rent as it becomes
                  due, if Tenant has the right to sublet or assign, subject only
                  to reasonable limitations); or

            3.    Notwithstanding Landlord's exercise of the remedy described in
                  California Civil Code Section 1951.4 in respect of an event or
                  events of default, at such time thereafter as Landlord may
                  elect in writing, to terminate this Lease and Tenant's right
                  to possession of the Premises and recover an award of damages
                  as provided above in Paragraph XXIII.A.1.

      B.    The subsequent acceptance of Rent hereunder by Landlord shall not be
            deemed to be a waiver of any preceding breach by Tenant of any term,
            covenant or condition of this Lease, other than the failure of
            Tenant to pay the particular Rent so accepted, regardless of
            Landlord's knowledge of such preceding breach at the time of
            acceptance of such Rent. No waiver by Landlord of any breach hereof
            shall be effective unless such waiver is in writing and signed by
            Landlord.

      C.    TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF
            THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (C) AND 1179 OF
            THE CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER LAWS
            AND RULES OF LAW FROM TIME TO TIME IN EFFECT DURING THE LEASE TERM
            PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR
            RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANTS
            BREACH. TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
            BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF
            OR RELATING TO THIS LEASE.

      D.    No right or remedy herein conferred upon or reserved to Landlord is
            intended to be exclusive of any other right or remedy, and each and
            every right and remedy shall be cumulative and in addition to any
            other right or remedy given hereunder or now or hereafter existing
            by agreement, applicable law or in equity. In addition to other
            remedies provided in this Lease, Landlord shall be entitled, to the
            extent permitted by applicable law, to injunctive relief, or to a
            decree compelling performance of any of the covenants, agreements,
            conditions or provisions of this Lease, or to any other remedy
            allowed to Landlord at law or in equity. Forbearance by Landlord to
            enforce one or more of the remedies herein provided upon an event of
            default shall not be deemed or construed to constitute a waiver of
            such default.

      E.    This Article XXIII shall be enforceable to the maximum extent such
            enforcement is not prohibited by applicable law, and the
            unenforceability of any portion thereof shall not thereby render
            unenforceable any other portion.

XXIV. LIMITATION OF LIABILITY.

      NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD HEREUNDER) TO TENANT SHALL
BE LIMITED TO THE INTEREST OF LANDLORD IN THE BUILDING, AND TENANT AGREES TO
LOOK SOLELY TO LANDLORD'S INTEREST IN THE BUILDING FOR THE RECOVERY OF ANY
JUDGMENT OR AWARD AGAINST THE LANDLORD, IT BEING INTENDED THAT NEITHER LANDLORD
NOR ANY MEMBER, PRINCIPAL, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR OR
BENEFICIARY OF LANDLORD SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR
DEFICIENCY. TENANT HEREBY COVENANTS THAT, PRIOR TO THE FILING OF ANY SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD HEREUNDER, IT SHALL GIVE LANDLORD AND ALL MORTGAGEES
WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES OR DEED OF TRUST LIENS ON THE
PROPERTY, BUILDING OR PREMISES NOTICE AND REASONABLE TIME TO CURE SUCH ALLEGED
DEFAULT BY LANDLORD.

                                       22
<PAGE>

XXV.  NO WAIVER.

      Failure of Landlord to declare any default immediately upon its
occurrence, or delay in taking any action in connection with an event of default
shall not constitute a waiver of such default, nor shall it constitute an
estoppel against Landlord, but Landlord shall have the right to declare the
default at any time and take such action as is lawful or authorized under this
Lease. Failure by Landlord to enforce its rights with respect to any one default
shall not constitute a waiver of its rights with respect to any subsequent
default. Receipt by Landlord of Tenant's keys to the Premises shall not
constitute an acceptance or surrender of the Premises.

XXVI. EVENT OF BANKRUPTCY.

      In addition to, and in no way limiting the other remedies set forth
herein, Landlord and Tenant agree that if Tenant ever becomes the subject of a
voluntary or involuntary bankruptcy, reorganization, composition, or other
similar type proceeding under the federal bankruptcy laws, as now enacted or
hereinafter amended, then:

      A.    "Adequate protection" of Landlord's interest in the Premises
            pursuant to the provisions of Section 361 and 363 (or their
            successor sections) of the Bankruptcy Code, 11 U.S.C. Section 101 et
            seq., (such Bankruptcy Code as amended from time to time being
            herein referred to as the "Bankruptcy Code"), prior to assumption
            and/or assignment of the Lease by Tenant shall include, but not be
            limited to all (or any part) of the following:

            1.    the continued payment by Tenant of the Base Rental and all
                  other Rent due and owing hereunder and the performance of all
                  other covenants and obligations hereunder by Tenant;

            2.    the furnishing of an additional/new security deposit by Tenant
                  in the amount of three (3) times the then current monthly Base
                  Rental.

      B.    "Adequate assurance of future performance" by Tenant and/or any
            assignee of Tenant pursuant to Bankruptcy Code Section 365 will
            include (but not be limited to) payment of an additional/new
            Security Deposit in the amount of three (3) times the then current
            monthly Base Rental payable hereunder.

      C.    Any person or entity to which this Lease is assigned pursuant to the
            provisions of the Bankruptcy 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 effective date of such assignment.
            Any such assignee shall, upon demand by Landlord, execute and
            deliver to Landlord an instrument confirming such assumption of
            liability.

      D.    Notwithstanding anything in this Lease to the contrary, all amounts
            payable by Tenant to or on behalf of the Landlord under this Lease,
            whether or not expressly denominated as "Rent," shall constitute
            "rent" for the purposes of Section 502(b) (6) of the Bankruptcy
            Code.

      E.    If this Lease is assigned to any person or entity pursuant to the
            provisions of the Bankruptcy Code, any and all monies or other
            considerations payable or otherwise to be delivered to Landlord
            (including Base Rental and other Rent hereunder), shall be and
            remain the exclusive property of Landlord and shall not constitute
            property of Tenant or of the bankruptcy estate of Tenant. Any and
            all monies or other considerations constituting Landlord's property
            under the preceding sentence not paid or delivered to Landlord shall
            be held in trust by Tenant or Tenant's bankruptcy estate for the
            benefit of Landlord and shall be promptly paid to or turned over to
            Landlord.

      F.    If Tenant assumes this Lease and proposes to assign the same
            pursuant to the provisions of the Bankruptcy Code to any person or
            entity who shall have made a bona fide offer to accept an assignment
            of this Lease on terms acceptable to the Tenant, then notice of such
            proposed offer/assignment, setting forth: (1) the name and address
            of such person or entity, (2) all of the terms and conditions of

                                       23
<PAGE>

            such offer, and (3) the adequate assurance to be provided Landlord
            to assure such person's or entity's future performance under the
            Lease, shall be given to Landlord by Tenant no later than twenty
            (20) days after receipt by Tenant, but in any event no later than
            ten (10) days prior to the date that Tenant shall make application
            to a court of competent jurisdiction for authority and approval to
            enter into such assumption and assignment, and Landlord shall
            thereupon have the prior right and option, to be exercised by notice
            to Tenant given at any time prior to the effective date of such
            proposed assignment, to accept an assignment of this Lease upon the
            same terms and conditions and for the same consideration, if any, as
            the bona fide offer made by such persons or entity, less any
            brokerage commission which may be payable out of the consideration
            to be paid by such person for the assignment of this Lease.

      G.    To the extent permitted by law, Landlord and Tenant agree that this
            Lease is a contract under which applicable law excuses Landlord from
            accepting performance from (or rendering performance to) any person
            or entity other than Tenant within the meaning of Sections 365(c)
            and 365(e) (2) of the Bankruptcy Code.

XXVII. WAIVER OF JURY TRIAL.

      Landlord and Tenant hereby waive any right to a trial by jury in any
action or proceeding based upon, or related to, the subject matter of this
Lease. This waiver is knowingly, intentionally, and voluntarily made by Tenant,
and Tenant acknowledges that neither Landlord nor any person acting on behalf of
Landlord has made any representations of fact to induce this waiver of trial by
jury or in any way to modify or nullify its effect. Tenant further acknowledges
that it has been represented (or has had the opportunity to be represented) in
the signing of this Lease and in the making of this waiver by independent legal
counsel, selected of its own free will, and that it has had the opportunity to
discuss this waiver with counsel.

XXVIII. RELOCATION.

      Landlord, at its expense at any time before or during the Lease Term,
shall be entitled to cause Tenant to relocate from the Premises to space
containing approximately the same Rentable Area as the Premises (the "Relocation
Space") within the Building or adjacent buildings within the same Project at any
time upon sixty (60) days' prior written notice to Tenant provided that in no
event shall the Relocation Space have both of the following characteristics: (i)
be located on one or more of the first four (4) floors of the Building and (ii)
have a direct view of the Building's parking structure. Such a relocation shall
not affect this Lease except that from and after the date of such relocation,
"Premises" shall refer to the Relocation Space into which Tenant has been moved,
rather than the original Premises as herein defined, and the Base Rental shall
be adjusted so that immediately following such relocation the Base Rental for
the Relocation Space per annum on a per square foot of Rentable Area basis shall
be the same as the Base Rental per annum immediately prior to such relocation
for the original Premises on a per square foot of Rentable Area basis, provided
that the total monthly Base Rental for the Relocation Space shall in no event
exceed the Base Rental for the Premises. Tenant's Pro Rata Share shall also be
adjusted in accordance with the formula set forth in this Lease.

XXIX. HOLDING OVER.

      In the event of holding over by Tenant after expiration or other
termination of this Lease or in the event Tenant continues to occupy the
Premises after the termination of Tenant's right of possession pursuant to
Articles XXII and XXIII hereof, occupancy of the Premises subsequent to such
termination or expiration shall be that of a tenancy at sufferance and in no
event for month-to-month or year-to-year. But Tenant shall, throughout the
entire holdover period, be subject to all the terms and provisions of this Lease
and shall pay for its use and occupancy an amount (on a per month basis without
reduction for any partial months during any such holdover) equal to twice the
sum of the Base Rental and Additional Base Rental due for the period immediately
preceding such holding over, provided that in no event shall Base Rental and
Additional Base Rental during the holdover period be less than the fair market
rental for the Premises. No holding over by Tenant or payments of money by
Tenant to Landlord after the expiration of the Lease Term shall be construed to
extend the Lease Term or prevent Landlord from recovery of immediate possession
of the Premises by summary proceedings or

                                       24
<PAGE>

otherwise. In addition to the obligation to pay the amounts set forth above
during any such holdover period, Tenant also shall be liable to Landlord for all
damage, including any consequential damage, which Landlord may suffer by reason
of any holding over by Tenant, and Tenant shall indemnify Landlord against any
and all claims made by any other tenant or prospective tenant against Landlord
for delay by Landlord in delivering possession of the Premises to such other
tenant or prospective tenant.

XXX.  SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.

      Tenant accepts this Lease subject and subordinate to any mortgage, deed of
trust, ground lease or other lien presently existing or hereafter arising upon
the Premises, or upon the Building and/or the Property and to any renewals,
modifications, refinancings and extensions thereof (any such mortgage, deed of
trust, lease or other lien being hereinafter referred to as a "Mortgage", and
the person or entity having the benefit of same being referred to hereinafter as
a "Mortgagee"), but Tenant agrees that any such Mortgagee shall have the right
at any time to subordinate such Mortgage to this Lease on such terms and subject
to such conditions as such Mortgagee may deem appropriate in its discretion.
This clause shall be self-operative and no further instrument of subordination
shall be required. However, Landlord is hereby irrevocably vested with full
power and authority to subordinate this Lease to any Mortgage, and Tenant agrees
upon demand to execute such further instruments subordinating this Lease,
acknowledging the subordination of this Lease or attorning to the holder of any
such Mortgage as Landlord may request. The terms of this Lease are subject to
approval by the Landlord's existing lender(s) and any lender(s) who, at the time
of the execution of this Lease, have committed or are considering committing to
Landlord to make a loan secured by all or any portion of the Property, and such
approval is a condition precedent to Landlord's obligations hereunder. In the
event that Tenant should fail to execute any subordination or other agreement
required by this Article promptly as requested, Tenant hereby irrevocably
constitutes Landlord as its attorney-in-fact to execute such instrument in
Tenant's name, place and stead, it being agreed that such power is one coupled
with an interest in Landlord and is accordingly irrevocable. If any person shall
succeed to all or part of Landlord's interests in the Premises whether by
purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination
of lease or otherwise, and if and as so requested or required by such
successor-in-interest, Tenant shall, without charge, attorn to such
successor-in-interest. Tenant agrees that it will from time to time upon request
by Landlord and, within five (5) days of the date of such request, execute and
deliver to such persons as Landlord shall request an estoppel certificate or
other similar statement in recordable form certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as so modified), stating the dates to
which Rent and other charges payable under this Lease have been paid, stating
that Landlord is not in default hereunder (or if Tenant alleges a default
stating the nature of such alleged default) and further stating such other
matters as Landlord shall reasonably require.

XXXI. ATTORNEYS' FEES.

      In the event that Landlord should retain counsel and/or institute any suit
against Tenant for violation of or to enforce any of the covenants or conditions
of this Lease, or should Tenant institute any suit against Landlord for
violation of any of the covenants or conditions of this Lease, or should either
party intervene in any suit in which the other is a party to enforce or protect
its interest or rights hereunder, the prevailing party in any such suit shall be
entitled to all of its costs, expenses and reasonable fees of its attorney(s)
(if and to the extent permitted by law) in connection therewith.

XXXII. NOTICE.

      Whenever any demand, request, approval, consent or notice ("Notice") shall
or may be given to either of the parties by the other, each such Notice shall be
in writing and shall be sent by registered or certified mail with return receipt
requested, or sent by overnight courier service (such as Federal Express) at the
respective addresses of the parties for notices as set forth in Section I.A.10.
of this Lease, provided that if Tenant has vacated the Premises or is in default
of this Lease Landlord may serve Notice by any manner permitted by law. Any
Notice under this Lease delivered by registered or certified mail shall be
deemed to have been given, delivered, received and effective on the earlier of
(a) the third day following the day on which the same shall have been mailed
with sufficient postage prepaid or (b) the delivery date

                                       25
<PAGE>

indicated on the return receipt. Notice sent by overnight courier service shall
be deemed given, delivered, received and effective upon the day after such
Notice is delivered to or picked up by the overnight courier service. Either
party may, at any time, change its Notice Address by giving the other party
Notice stating the change and setting forth the new Notice Address.

XXXIII. LANDLORD'S LIEN.

      In addition to any statutory lien for rent in Landlord's favor, Landlord
(the secured party for purposes hereof) shall have and Tenant (the debtor for
purposes hereof) hereby grants to Landlord, an express contract lien and a
continuing security interest to secure the payment of all Rent due hereunder
from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory,
accounts, contract rights, chattel paper and other personal property of Tenant
(and any transferees or other occupants of the Premises) presently or hereafter
situated on the Premises and upon all proceeds of any insurance which may accrue
to Tenant by reason of damage or destruction of any such property. In the event
of a default under this Lease, Landlord shall have, in addition to any other
remedies provided herein or by law, all rights and remedies under the Uniform
Commercial Code of the state in which the Premises is located, including without
limitation the right to sell the property described in this paragraph at public
or private sale upon ten (10) days' notice to Tenant, which notice Tenant hereby
agrees is adequate and reasonable. Tenant hereby agrees to execute such other
instruments necessary or desirable in Landlord's discretion to perfect the
security interest hereby created. Any statutory lien for rent is not hereby
waived, the express contractual lien herein granted being in addition and
supplementary thereto. Landlord and Tenant agree that this Lease and the
security interest granted herein serve as a financing statement, and a copy or
photographic or other reproduction of this Paragraph of this Lease may be filed
of record by Landlord and have the same force and effect as the original. Tenant
warrants and represents that the collateral subject to the security interest
granted herein is not purchased or used by Tenant for personal, family or
household purposes. Tenant further warrants and represents to Landlord that the
lien granted herein constitutes a first and superior lien and that Tenant will
not allow the placing of any other lien upon any of the property described in
this Article without the prior written consent of Landlord.

XXXIV. EXCEPTED RIGHTS.

      This Lease does not grant any rights to light or air over or about the
Building. Landlord specifically excepts and reserves to itself the use of any
roofs, the exterior portions of the Premises, all rights to the land and
improvements below the improved floor level of the Premises, the improvements
and air rights above the Premises and the improvements and air rights located
outside the demising walls of the Premises, and such areas within the Premises
as are required for installation of utility lines and other installations
required to serve any occupants of the Building and the right to maintain and
repair the same, and no rights with respect thereto are conferred upon Tenant
unless otherwise specifically provided herein. Landlord further reserves to
itself the right from time to time: (a) to change the Building's name or street
address; (b) to install, fix and maintain signs on the exterior and interior of
the Building; (c) to designate and approve window coverings; (d) to make any
decorations, alterations, additions, improvements to the Building, or any part
thereof (including the Premises) which Landlord shall desire, or deem
necessary for the safety, protection, preservation or improvement of the
Building, or as Landlord may be required to do by law; (e) to have access to the
Premises to perform its duties and obligations and to exercise its rights under
this Lease; (f) to retain at all times and to use pass-keys to all locks within
and into the Premises; (g) to approve the weight, size, or location of heavy
equipment, or articles in and about the Premises; (h) to close or restrict
access to the Building at all times other than Normal Business Hours subject to
Tenant's right to admittance at all times under such regulations as Landlord may
prescribe from time to time, or to close (temporarily or permanently) any of the
entrances to the Building; (i) to change the arrangement and/or location of
entrances of passageways, doors and doorways, corridors, elevators, stairs,
toilets and public parts of the Building; (j) if Tenant has vacated the Premises
during the last six (6) months of the Lease Term, to perform additions,
alterations and improvements to the Premises in connection with a reletting or
anticipated reletting thereof without being responsible or liable for the value
or preservation of any then existing improvements to the Premises; and (k) to
grant to anyone the exclusive right to conduct any business or undertaking in
the Building. Landlord, in accordance with Article XII hereof, shall have the
right to enter the Premises in connection with the exercise of any of the rights
set forth herein and such entry into the Premises and the performance of any
work

                                       26
<PAGE>

therein shall not constitute a constructive eviction or entitle Tenant to any
abatement or reduction of Rent by reason thereof.

XXXV. SURRENDER OF PREMISES.

      At the expiration or earlier termination of this Lease or Tenant's right
of possession hereunder, Tenant shall remove all Tenant's Property from the
Premises, remove all Required Removables designated by Landlord and quit and
surrender the Premises to Landlord, broom clean, and in good order, condition
and repair, ordinary wear and tear excepted. If Tenant fails to remove any of
Tenant's Property within one (1) day after the termination of this Lease or
Tenant's right to possession hereunder, Landlord, at Tenant's sole cost and
expense, shall be entitled to remove and/or store such Tenant's Property and
Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay Landlord, upon demand, any and all
expenses caused by such removal and all storage charges against such property so
long as the same shall be in the possession of Landlord or under the control of
Landlord. In addition, if Tenant fails to remove any Tenant's Property from the
Premises or storage, as the case may be, within ten (10) days after written
notice from Landlord, Landlord, at its option, may deem all or any part of such
Tenant's Property to have been abandoned by Tenant and title thereof shall
immediately pass to Landlord.

XXXVI. MISCELLANEOUS.

      A.    If any term or provision of this Lease, or the application thereof
            to any person or circumstance shall, to any extent, be invalid or
            unenforceable, the remainder of this Lease, or the application of
            such term or provision to persons or circumstances other than those
            as to which it is held invalid or unenforceable, shall not be
            affected thereby, and each term and provision of this Lease shall be
            valid and enforced to the fullest extent permitted by law. This
            Lease represents the result of negotiations between Landlord and
            Tenant, each of which has been (or has had opportunity to be)
            represented by counsel of its own selection, and neither of which
            has acted under duress or compulsion, whether legal, economic or
            otherwise. Consequently, Landlord and Tenant agree that the language
            in all parts of the Lease shall in all cases be construed as a whole
            according to its fair meaning and neither strictly for nor against
            Landlord or Tenant.

      B.    Tenant agrees not to record this Lease or any memorandum hereof
            without Landlord's prior written consent.

      C.    This Lease and the rights and obligations of the parties hereto
            shall be interpreted, construed, and enforced in accordance with the
            laws of the state in which the Building is located.

      D.    Events of "Force Majeure" shall include strikes, riots, acts of God,
            shortages of labor or materials, war, governmental law, regulations
            or restrictions and any other cause whatsoever that is beyond the
            control of Landlord. Whenever a period of time is herein prescribed
            for the taking of any action by Landlord, Landlord shall not be
            liable or responsible for, and there shall be excluded from the
            computation of such period of time, any delays due to events of
            Force Majeure.

      E.    Landlord shall have the right to transfer and assign, in whole or in
            part, all of its rights and obligations hereunder and in the
            Building and Property referred to herein, and in such event and upon
            such transfer Landlord shall be released from any further
            obligations hereunder, and Tenant agrees to look solely to such
            successor in interest of Landlord for the performance of such
            obligations.

      F.    Tenant hereby represents to Landlord that it has dealt with no
            brokers in connection with this Lease. Tenant agrees to indemnify
            and hold Landlord and the Landlord Related Parties harmless from all
            claims of any brokers claiming to have represented Tenant in
            connection with this Lease. Landlord agrees to indemnify and hold
            Tenant and the Tenant Related Parties harmless from all claims of
            any brokers claiming to have represented Landlord in connection with
            this Lease.

                                       27
<PAGE>

      G.    If there is more than one Tenant, or if the Tenant is comprised of
            more than one person or entity, the obligations hereunder imposed
            upon Tenant shall be joint and several obligations of all such
            parties. All notices, payments, and agreements given or made by,
            with or to any one of such persons or entities shall be deemed to
            have been given or made by, with or to all of them.

      H.    In the event Tenant is a corporation (including any form of
            professional association), partnership (general or limited), or
            other form of organization other than an individual (each such
            entity is individually referred to herein as an "Organizational
            Entity"), then Tenant hereby covenants, warrants and represents: (1)
            that such individual is duly authorized to execute or attest and
            deliver this Lease on behalf of Tenant in accordance with the
            organizational documents of Tenant; (2) that this Lease is binding
            upon Tenant; (3) that Tenant is duly organized and legally existing
            in the state of its organization, and is qualified to do business in
            the state in which the Premises is located; and (4) that the
            execution and delivery of this Lease by Tenant will not result in
            any breach of, or constitute a default under any mortgage, deed of
            trust, lease, loan, credit agreement, partnership agreement or other
            contract or instrument to which Tenant is a party or by which Tenant
            may be bound. If Tenant is an Organizational Entity, upon request,
            Tenant will, prior to the Commencement Date, deliver to Landlord
            true and correct copies of all organizational documents of Tenant,
            including, without limitation, copies of an appropriate resolution
            or consent of Tenant's board of directors or other appropriate
            governing body of Tenant authorizing or ratifying the execution and
            delivery of this Lease, which resolution or consent will be duly
            certified to Landlord's satisfaction by an appropriate individual
            with authority to certify such documents, such as the secretary or
            assistant secretary or the managing general partner of Tenant.

      I.    Tenant acknowledges that the financial capability of Tenant to
            perform its obligations hereunder is material to Landlord and that
            Landlord would not enter into this Lease but for its belief, based
            on its review of Tenant's financial statements, that Tenant is
            capable of performing such financial obligations. Tenant hereby
            represents, warrants and certifies to Landlord that its financial
            statements previously furnished to Landlord were at the time given
            true and correct in all material respects and that there have been
            no material subsequent changes thereto as of the date of this Lease.
            At any time during the Lease Term, Tenant shall provide Landlord,
            upon ten (10) days' prior written notice from Landlord, with a
            current financial statement and financial statements of the two (2)
            years prior to the current financial statement year and such other
            information as Landlord or its Mortgagee may request in order to
            create a "business profile" of Tenant and determine Tenant's ability
            to fulfill its obligations under this Lease. Such statement shall be
            prepared in accordance with generally accepted accounting principles
            and, if such is the normal practice of Tenant, shall be audited by
            an independent certified public accountant.

      J.    Except as expressly otherwise herein provided, with respect to all
            required acts of Tenant, time is of the essence of this Lease. This
            Lease shall create the relationship of Landlord and Tenant between
            the parties hereto.

      K.    This Lease and the covenants and conditions herein contained shall
            inure to the benefit of and be binding upon Landlord and Tenant and
            their respective permitted successors and assigns.

      L.    Notwithstanding anything to the contrary contained in this Lease,
            the expiration of the Lease Term, whether by lapse of time or
            otherwise, shall not relieve Tenant from Tenant's obligations
            accruing prior to the expiration of the Lease Term, and such
            obligations shall survive any such expiration or other termination
            of the Lease Term.

      M.    The headings and titles to the paragraphs of this Lease are for
            convenience only and shall have no effect upon the construction or
            interpretation of any part hereof.

                                       28
<PAGE>

      N.    LANDLORD HAS DELIVERED A COPY OF THIS LEASE TO TENANT FOR TENANT'S
            REVIEW ONLY, AND THE DELIVERY HEREOF DOES NOT CONSTITUTE AN OFFER TO
            TENANT OR OPTION. THIS LEASE SHALL NOT BE EFFECTIVE UNTIL AN
            ORIGINAL OF THIS LEASE EXECUTED BY BOTH LANDLORD AND TENANT AND AN
            ORIGINAL GUARANTY, IF ANY, EXECUTED BY EACH GUARANTOR IS DELIVERED
            TO AND ACCEPTED BY LANDLORD, AND THIS LEASE HAS BEEN APPROVED BY
            LANDLORD'S MORTGAGEES, IF REQUIRED.

      O.    Quiet Enjoyment. Tenant shall, and may peacefully have, hold, and
            enjoy the Premises, subject to the other terms of this Lease
            (including, without limitation, Article XXX hereof), provided that
            Tenant pays the Rent herein recited to be paid by Tenant and
            performs all of Tenant's covenants and agreements herein contained.
            This covenant and any and all other covenants of Landlord shall be
            binding upon Landlord and its successors only during its or their
            respective periods of ownership of the Landlord's interest
            hereunder.

XXXVII. ENTIRE AGREEMENT.

      This Lease agreement, including the following Exhibits:

      Exhibit A   - Outline and Location of Premises
      Exhibit A-2 - Outline and Location of Property
      Exhibit B   - Rules and Regulations
      Exhibit C   - Commencement Letter (INTENTIONALLY OMITTED)
      Exhibit D   - Work Letter Agreement (INTENTIONALLY OMITTED)
      Exhibit E   - Additional Terms (INTENTIONALLY OMITTED)
      Exhibit F   - Parking Agreement
      Exhibit G   - Guaranty of Lease

      constitutes the entire agreement between the parties hereto with respect
      to the subject matter of this Lease and supersedes all prior agreements
      and understandings between the parties related to the Premises, including
      all lease proposals, letters of intent and similar documents. TENANT
      EXPRESSLY ACKNOWLEDGES AND AGREES THAT LANDLORD HAS NOT MADE AND IS NOT
      MAKING, AND TENANT, IN EXECUTING AND DELIVERING THIS LEASE, IS NOT RELYING
      UPON, ANY WARRANTIES, REPRESENTATIONS, PROMISES OR STATEMENTS, EXCEPT TO
      THE EXTENT THAT THE SAME ARE EXPRESSLY SET FORTH IN THIS LEASE. ALL
      UNDERSTANDINGS AND AGREEMENTS HERETOFORE MADE BETWEEN THE PARTIES ARE
      MERGED IN THIS LEASE WHICH ALONE FULLY AND COMPLETELY EXPRESSES THE
      AGREEMENT OF THE PARTIES, NEITHER PARTY RELYING UPON ANY STATEMENT OR
      REPRESENTATION NOT EMBODIED IN THIS LEASE. THIS LEASE MAY BE MODIFIED ONLY
      BY A WRITTEN AGREEMENT SIGNED BY LANDLORD AND TENANT. LANDLORD AND TENANT
      EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OF
      MERCHANTABILITY, HABITABILITY, SUITABILITY, FITNESS FOR A PARTICULAR
      PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL OF WHICH ARE
      HEREBY WAIVED BY TENANT, AND THAT THERE ARE NO WARRANTIES WHICH EXTEND
      BEYOND THOSE EXPRESSLY SET FORTH IN THIS LEASE.

                                       29
<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the
day and year first above written.

                               LANDLORD:

                               EOP-2010 IRVINE, L.L.C, A DELAWARE LIMITED
                               LIABILITY COMPANY, AS BENEFICIARY OF LAND TRUST
                               DATED JUNE 5, 1997 AND KNOWN AS SHELI Z.
                               ROSENBERG TRUST NO. 2010

                               By: EOP Operating Limited Partnership,a
                                   Delaware limited partnership, its sole member

                                   By: Equity Office Properties Trust, a
                                       Maryland real estate investment trust,
                                       its managing general partner

                                       By: /s/ Peter H. Adams
                                           -------------------------------------
                                       Name: Peter H. Adams
                                       Title: Senior Vice President

                               TENANT:

                               PHOBO.COM,INC., A DELAWARE CORPORATION

                               By: /s/ Fred H. Lerner
                                   -----------------------------------------

                               Name: Fred H. Lerner
                               Title: President

                               By: /s/ Fred H. Lerner
                                   -----------------------------------------

                               Name: Fred H. Lerner
                               Title: Secretary

                                   30
<PAGE>

                                    EXHIBIT A

                                    PREMISES

      This Exhibit is attached to and made a part of the Lease dated the MARCH
5, 1999, by and between EOP-2010 IRVINE, L.L.C., A DELAWARE LIMITED LIABILITY
COMPANY, AS BENEFICIARY OF LAND TRUST DATED JUNE 5, 1997 AND KNOWN AS SHELI Z.
ROSENBERG TRUST NO. 2010 ("Landlord"), and PHOBO.COM, INC., A DELAWARE
CORPORATION ("Tenant") for space in the Building located at 2010 Main Street,
Irvine, California.

                                 [PREMISES PLAN]

<PAGE>

                                   EXHIBIT A-2

                        OUTLINE AND LOCATION OF PROPERTY

      This Exhibit is attached to and made a part of the Lease dated the MARCH
5, 1999, by and between EOP-2010 IRVINE, L.L.C., A DELAWARE LIMITED LIABILITY
COMPANY, AS BENEFICIARY OF LAND TRUST DATED JUNE 5, 1997 AND KNOWN AS SHELI Z.
ROSENBERG TRUST NO. 2010 ("LANDLORD"), AND PHOBO.COM, INC., A DELAWARE
CORPORATION ("Tenant") for space in the Building located at 2010 Main Street,
Irvine, California.

                     [OUTLINE AND LOCATION OF PROPERTY MAP]

<PAGE>

                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

      The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage associated therewith (if any), the
Property and the appurtenances thereto:

1.    Sidewalks, doorways, vestibules, halls, stairways and other similar areas
      shall not be obstructed by Tenant or used by Tenant for any purpose other
      than ingress and egress to and from the Premises. No rubbish, litter,
      trash, or material of any nature shall be placed, emptied, or thrown in
      those areas. At no time shall Tenant permit Tenant's employees to loiter
      in common areas or elsewhere in or about the Building or Property.

2.    Plumbing fixtures and appliances shall be used only for the purposes for
      which designed, and no sweepings, rubbish, rags or other unsuitable
      material shall be thrown or placed therein. Damage resulting to any such
      fixtures or appliances from misuse by Tenant or its agents, employees or
      invitees, shall be paid for by Tenant, and Landlord shall not in any case
      be responsible therefor.

3.    No signs, advertisements or notices shall be painted or affixed on or to
      any windows, doors or other parts of the Building, except those of such
      color, size, style and in such places as shall be first approved in
      writing by Landlord. No nails, hooks or screws shall be driven or inserted
      into any part of the Premises or Building except by the Building
      maintenance personnel, nor shall any part of the Building be defaced by
      Tenant.

4.    Landlord may provide and maintain in the first floor (main lobby) of the
      Building an alphabetical directory board listing all tenants, and no other
      directory shall be permitted unless previously consented to by Landlord in
      writing.

5.    Tenant shall not place any additional lock or locks on any door in the
      Premises or Building without Landlord's prior written consent. A
      reasonable number of keys to the locks on the doors in the Premises shall
      be furnished by Landlord to Tenant at the cost of Tenant, and Tenant shall
      not have any duplicate keys made. All keys shall be returned to Landlord
      at the expiration or earlier termination of this Lease.

6.    All contractors, contractor's representatives, and installation
      technicians performing work in the Building shall be subject to Landlord's
      prior approval and shall be required to comply with Landlord's standard
      rules, regulations, policies and procedures, as the same may be revised
      from time to time. Tenant shall be solely responsible for complying with
      all applicable laws, codes and ordinances pursuant to which said work
      shall be performed.

7.    Movement in or out of the Building of furniture or office equipment, or
      dispatch or receipt by Tenant of any merchandise or materials which
      require the use of elevators, stairways, lobby areas, or loading dock
      areas, shall be restricted to hours designated by Landlord. Tenant must
      seek Landlord's prior approval by providing in writing a detailed listing
      of any such activity. If approved by Landlord, such activity shall be
      under the supervision of Landlord and performed in the manner stated by
      Landlord. Landlord may prohibit any article, equipment or any other item
      from being brought into the Building. Tenant is to assume all risk for
      damage to articles moved and injury to any persons resulting from such
      activity. If any equipment, property, and/or personnel of Landlord or of
      any other tenant is damaged or injured as a result of or in connection
      with such activity, Tenant shall be solely liable for any and all damage
      or loss resulting therefrom.

8.    Landlord shall have the power to prescribe the weight and position of
      safes and other heavy equipment or items, which in all cases shall not in
      the opinion of Landlord exceed acceptable floor loading and weight
      distribution requirements. All damage done to the Building by the
      installation, maintenance, operation, existence or removal of any of
      Tenant's Property shall be repaired at the expense of Tenant.

9.    Corridor doors, when not in use, shall be kept closed.

<PAGE>

10.   Tenant shall not: (1) make or permit any improper, objectionable or
      unpleasant noises or odors in the Building, or otherwise interfere in any
      way with other tenants or persons having business with them; (2) solicit
      business or distribute, or cause to be distributed, in any portion of the
      Building any handbills, promotional materials or other advertising; or (3)
      conduct or permit any other activities in the Building that might
      constitute a nuisance.

11.   No animals, except seeing eye dogs, shall be brought into or kept in, on
      or about the Premises.

12.   No inflammable, explosive or dangerous fluid or substance shall be used or
      kept by Tenant in the Premises or Building. Tenant shall not, without
      Landlord's prior written consent, use, store, install, spill, remove,
      release or dispose of within or about the Premises or any other portion of
      the Property, any asbestos-containing materials or any solid, liquid or
      gaseous material now or hereafter considered toxic or hazardous under the
      provisions of 42 U.S.C. Section 9601 et seq. or any other applicable
      environmental law which may now or hereafter be in effect. If Landlord
      does give written consent to Tenant pursuant to the foregoing sentence,
      Tenant shall comply with all applicable laws, rules and regulations
      pertaining to and governing such use by Tenant, and shall remain liable
      for all costs of cleanup or removal in connection therewith.

13.   Tenant shall not use or occupy the Premises in any manner or for any
      purpose which would injure the reputation or impair the present or future
      value of the Premises or the Building; without limiting the foregoing,
      Tenant shall not use or permit the Premises or any portion thereof to be
      used for lodging, sleeping or for any illegal purpose.

14.   Tenant shall not take any action which would violate Landlord's labor
      contracts affecting the Building or which would cause any work stoppage,
      picketing, labor disruption or dispute, or any interference with the
      business of Landlord or any other tenant or occupant of the Building or
      with the rights and privileges of any person lawfully in the Building.
      Tenant shall take any actions necessary to resolve any such work stoppage,
      picketing, labor disruption, dispute or interference and shall have
      pickets removed and, at the request of Landlord, immediately terminate at
      any time any construction work being performed in the Premises giving rise
      to such labor problems, until such time as Landlord shall have given its
      written consent for such work to resume. Tenant shall have no claim for
      damages of any nature against Landlord or any of the Landlord Related
      Parties in connection therewith, nor shall the Commencement Date of the
      Lease Term be extended as a result thereof.

15.   Tenant shall utilize the termite and pest extermination service designated
      by Landlord to control termites and pests in the Premises. Except as
      included in Basic Costs, Tenant shall bear the cost and expense of such
      extermination services.

16.   Tenant shall not install, operate or maintain in the Premises or in any
      other area of the Building, any electrical equipment which does not bear
      the U/L (Underwriters Laboratories) seal of approval, or which would
      overload the electrical system or any part thereof beyond its capacity for
      proper, efficient and safe operation as determined by Landlord, taking
      into consideration the overall electrical system and the present and
      future requirements therefor in the Building. Tenant shall not furnish any
      cooling or heating to the Premises, including, without limitation, the use
      of any electronic or gas heating devices, without Landlord's prior written
      consent. Tenant shall not use more than its proportionate share of
      telephone lines available to service the Building.

17.   Tenant shall not operate or permit to be operated on the Premises any coin
      or token operated vending machine or similar device (including, without
      limitation, telephones, lockers, toilets, scales, amusement devices and
      machines for sale of beverages, foods, candy, cigarettes or other goods),
      except for those vending machines or similar devices which are for the
      sole and exclusive use of Tenant's employees, and then only if such
      operation does not violate the lease of any other tenant of the Building.

18.   Bicycles and other vehicles are not permitted inside or on the walkways
      outside the Building, except in those areas specifically designated by
      Landlord for such purposes.

19.   Landlord may from time to time adopt appropriate systems and procedures
      for the security or safety of the Building, its occupants, entry and use,
      or its contents. Tenant,

<PAGE>

      Tenant's agents, employees, contractors, guests and invitees shall comply
      with Landlord's reasonable requirements relative thereto.

20.   Landlord shall have the right to prohibit the use of the name of the
      Building or any other publicity by Tenant that in Landlord's opinion may
      tend to impair the reputation of the Building or its desirability for
      Landlord or other tenants. Upon written notice from Landlord, Tenant will
      refrain from and/or discontinue such publicity immediately.

21.   Tenant shall carry out Tenant's permitted repair, maintenance,
      alterations, and improvements in the Premises only during times agreed to
      in advance by Landlord and in a manner which will not interfere with the
      rights of other tenants in the Building.

22.   Canvassing, soliciting, and peddling in or about the Building is
      prohibited. Tenant shall cooperate and use its best efforts to prevent the
      same.

23.   At no time shall Tenant permit or shall Tenant's agents, employees,
      contractors, guests, or invitees smoke in any common area of the Building,
      unless such common area has been declared a designated smoking area by
      Landlord, or to allow any smoke from the Premises to emanate into the
      common areas or any other tenant's premises. Landlord shall have the right
      at any time to designate the Building as a non-smoking building.

24.   Tenant shall observe Landlord's rules with respect to maintaining standard
      window coverings at all windows in the Premises so that the Building
      presents a uniform exterior appearance. Tenant shall ensure that to the
      extent reasonably practicable, window coverings are closed on all windows
      in the Premises while they are exposed to the direct rays of the sun.

25.   All deliveries to or from the Premises shall be made only at such times,
      in the areas and through the entrances and exits designated for such
      purposes by Landlord. Tenant shall not permit the process of receiving
      deliveries to or from the Premises outside of said areas or in a manner
      which may interfere with the use by any other tenant of its premises or of
      any common areas, any pedestrian use of such area, or any use which is
      inconsistent with good business practice.

26.   The work of cleaning personnel shall not be hindered by Tenant after 5:30
      P.M., and such cleaning work may be done at any time when the offices are
      vacant. Windows, doors and fixtures may be cleaned at any time. Tenant
      shall provide adequate waste and rubbish receptacles necessary to prevent
      unreasonable hardship to Landlord regarding cleaning service.

<PAGE>

                                    EXHIBIT C

                              COMMENCEMENT LETTER

                              INTENTIONALLY OMITTED

<PAGE>

                                    EXHIBIT D

                                   WORK LETTER

                             INTENTIONALLY OMITTED

<PAGE>

                                    EXHIBIT E

                                ADDITIONAL TERMS

                             INTENTIONALLY OMITTED

<PAGE>

                                    EXHIBIT F

                                PARKING AGREEMENT

      This Exhibit is attached to and made a part of the Lease dated March 5,
1999, by and between EOP-2010 IRVINE, L.L.C., a Delaware limited liability
company, as beneficiary of land trust dated June 5, 1997 and known as Sheli Z.
Rosenberg Trust No. 2010 ("Landlord"), and PHOBO.COM, INC., a Delaware
corporation ("Tenant") for space in the Building located at 2010 Main Street,
Irvine, California.

1.    The parties acknowledge that they are contemporaneously herewith entering
      into a certain lease dated March 5, 1999 (the "Lease") for the premises
      known as Suite 570 (the "Premises") located in the building known as 2010
      Main Plaza (the "Building"). In the event of any conflict between the
      Lease and this Parking Agreement, the latter shall control.

2.    Landlord hereby grants to Tenant and persons designated by Tenant a
      license to use ten (10) unreserved parking spaces in the Building parking
      facilities. The term of such license shall commence on the Commencement
      Date under the Lease and shall continue until the earlier to occur of the
      Termination Date under the Lease, or termination of the Lease or Tenant's
      abandonment of the Premises thereunder. During the term of this license,
      Tenant shall pay Landlord the monthly charges established from time to
      time by Landlord for parking in the Building parking facilities, payable
      in advance, with Tenant's payment of monthly Base Rental. The initial
      charge for such parking spaces is $55.00 per unreserved parking space, per
      month. No deductions from the monthly charge shall be made for days on
      which the Building parking facilities are not used by Tenant. Tenant may,
      from time to time request additional parking spaces, and if Landlord shall
      provide the same, such parking spaces shall be provided and used on a
      month-to-month basis, and otherwise on the foregoing terms and provisions,
      and at such monthly parking charges as Landlord shall establish from time
      to time.

3.    Tenant shall at all times comply with all applicable ordinances, rules,
      regulations, codes, laws, statutes and requirements of all federal, state,
      county and municipal governmental bodies or their subdivisions respecting
      the use of the Building parking facilities. Landlord reserves the right to
      adopt, modify and enforce reasonable rules ("Rules") governing the use of
      the Building parking facilities from time to time including any key-card,
      sticker or other identification or entrance system and hours of operation.
      The Rules set forth herein are currently in effect. Landlord may refuse to
      permit any person who violates such Rules to park in the Building parking
      facilities, and any violation of the Rules shall subject the car to
      removal from the Building parking facilities.

4.    Tenant may validate visitor parking by such method or methods as Landlord
      may approve, at the validation rate from time to time generally applicable
      to visitor parking. Unless specified to the contrary above, the parking
      spaces hereunder shall be provided on a unreserved "first-come,
      first-served" basis. Tenant acknowledges that Landlord has or may arrange
      for the Building parking facilities to be operated by an independent
      contractor, not affiliated with Landlord. In such event, Tenant
      acknowledges that Landlord shall have no liability for claims arising
      through acts or omissions of such independent contractor, if such
      contractor is reputable. Landlord shall have no liability whatsoever for
      any damage to building or any other items located in the Building parking
      facilities, nor for any personal injuries or death arising out of any
      matter relating to the Building parking facilities, and in all events,
      tenant agrees to look first to its insurance carrier and to require that
      Tenant's employees look first to their respective insurance carriers for
      payment of any losses sustained in connection with any use of the Building
      parking facilities. Tenant hereby waives on behalf of its insurance
      carriers all rights of subrogation against Landlord or Landlord's agents.
      Landlord reserves the right to assign specific parking spaces, and to
      reserve parking spaces for visitors, small cars, handicapped persons and
      for other tenants, guests of tenants or other parties which assignment and
      reservation of spaces may be relocated as determined by Landlord from time
      to time, and Tenant and persons designated by Tenant hereunder shall not
      park in any such assigned or reserved parking spaces. Landlord also
      reserves the right to close all or any portion of the Building parking
      facilities in order to make repairs or perform maintenance services, or to
      alter, modify, re-stripe or renovate the Building parking facilities, or
      if required by casualty, strike, condemnation, act of God,

<PAGE>

      governmental law or requirement or other reason beyond Landlord's
      reasonable control. In such event, Landlord shall refund any prepaid
      parking rent hereunder, prorated on a per diem basis. If, for any other
      reason, Tenant or persons properly designated by Tenant, shall be denied
      access to the Building parking facilities, and Tenant or such persons
      shall have complied with this Parking Agreement and this Parking Agreement
      shall be in effect, Landlord's liability shall be limited to such parking
      charges (excluding tickets for parking violations) incurred by Tenant or
      such persons in utilizing alternative parking, which amount Landlord shall
      pay upon presentation or documentation supporting Tenant's claims in
      connection therewith.

5.    If Tenant shall default under this Parking Agreement, Landlord shall have
      the right to remove from the Building parking facilities any vehicles
      hereunder which shall have been involved or shall have been owned or
      driven by parties involved in causing such default, without liability
      therefore whatsoever. In addition, if Tenant shall default under this
      Parking Agreement, Landlord shall have the right to cancel this Parking
      Agreement on ten (10) days' written notice, unless within such ten (10)
      day period, Tenant cures such default. If Tenant defaults with respect to
      the same term or condition under this Parking Agreement more than three
      times during any twelve (12) month period, and Landlord notifies Tenant
      thereof promptly after each such default, the next default of such term or
      condition during the succeeding twelve (12) month period, shall, at
      Landlord's election, constitute an incurable default. Such cancellation
      right shall be cumulative and in addition to any other rights or remedies
      available to Landlord at law or equity, or provided under the Lease (all
      of which rights and remedies under the Lease are hereby incorporated
      herein, as though fully set forth). Any default by Tenant under the Lease
      shall be a default under this Parking Agreement, and any default under
      this Parking Agreement shall be a default under the Lease.

                                      RULES

      (i)   Building parking facilities hours shall be 6:00 a.m. to 8:00 p.m.,
            however, Tenant shall have access to the parking facilities on a 24
            hour basis, 7 days a week. Tenant shall not store or permit its
            employees to store any automobiles in the Building parking
            facilities without the prior written consent of Landlord. Except for
            emergency repairs, Tenant and its employees shall not perform any
            work on any automobiles while located in the Building parking
            facilities, or on the Property or Project. If it is necessary for
            Tenant or its employees to leave an automobile in the Building
            parking facilities or on the Property or Project overnight, Tenant
            shall provide Landlord with prior notice thereof designating the
            license plate number and model of such automobile.

      (ii)  Cars must be parked entirely within the stall lines painted on the
            floor, and only small cars may be parked in areas reserved for small
            cars.

      (iii) All directional signs and arrows must be observed,

      (iv)  The speed limit shall be 5 miles per hour.

      (v)   Parking spaces reserved for handicapped parking must be used only by
            vehicles properly designated.

      (vi)  Parking is prohibited in all areas not expressly designated for
            parking, including without limitation:

            (a) Areas not striped for parking

            (b) aisles

            (c) where "no parking" signs are posted

            (d) ramps

            (e) loading zones

      (vii) Parking stickers, key cards or any other devices or forms of
            identification or entry supplied by Landlord shall remain the
            property of Landlord. Such devices 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 and any device in the possession of an unauthorized
            holder will be void.

<PAGE>

      (viii) Monthly fees shall be payable in advance prior to the first day of
            each month. Failure to do so will automatically cancel parking
            privileges and a charge at the prevailing daily parking rate will be
            due. No deductions or allowances from the monthly rate will be made
            for days on which the Building parking facilities is not used by
            Tenant or its designees.

      (ix)  Building parking facilities managers or attendants are not
            authorized to make or allow any exceptions to these Rules.

      (x)   Every parker is required to park and lock his/her own car.

      (xi)  Loss or theft of parking identification, key cards or other such
            devices must be reported to Landlord and to any parking facilities
            manager immediately. Any parking devices reported lost or stolen
            found on any authorized car will be confiscated and the illegal
            holder will be subject to prosecution. Lost or stolen devices found
            by Tenant or its employees must be reported to the office of the
            garage immediately.

      (xii) Washing, waxing, cleaning or servicing of any vehicle by the
            customer and/or his agents is prohibited. Parking spaces may be used
            only for parking automobiles.

      (xiii)By signing this Parking Agreement, Tenant agrees to acquaint all
            persons to whom Tenant assigns parking spaces with these Rules.

6.    NO LIABILITY. TENANT ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT
      PERMITTED BY LAW, LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE
      TO TENANT OR TENANT'S PROPERTY (INCLUDING, WITHOUT LIMITATIONS, ANY LOSS
      OR DAMAGE TO TENANT'S AUTOMOBILE OR THE CONTENTS THEREOF DUE TO THEFT,
      VANDALISM OR ACCIDENT) ARISING FROM OR RELATED TO TENANT'S USE OF THE
      BUILDING PARKING FACILITIES OR EXERCISE OF ANY RIGHTS UNDER THIS PARKING
      AGREEMENT, WHETHER OR NOT SUCH LOSS OR DAMAGE RESULTS FROM LANDLORD'S
      ACTIVE NEGLIGENCE OR NEGLIGENT OMISSION. THE LIMITATION ON LANDLORD'S
      LIABILITY UNDER THE PRECEDING SENTENCE SHALL NOT APPLY HOWEVER TO LOSS OR
      DAMAGE ARISING DIRECTLY FROM LANDLORD'S WILLFUL MISCONDUCT.

7.    Release of Liability. Without limiting the provisions of Paragraph 6
      above, Tenant hereby voluntarily releases, discharges, waives and
      relinquishes any and all actions or causes of action for personal injury
      or property damage occurring to Tenant arising as a result of parking in
      the Building parking facilities, or any activities incidental thereto,
      wherever or however the same may occur, and further agrees that Tenant
      will not prosecute any claim for personal injury or property damage
      against Landlord or any of its officers, agents, servants or employees for
      any said causes of action. It is the intention of Tenant by this
      instrument, to exempt and relieve Landlord from liability for personal
      injury or property damage caused by negligence.

8.    The provisions of Article XXIV of the Lease are hereby incorporated by
      reference as if fully recited.

      Tenant acknowledges that Tenant has read the provisions of this Parking
Agreement, has been fully and completely advised of the potential dangers
incidental to parking in the Building parking facilities and is fully aware of
the legal consequences of signing this instrument.

<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have executed this Exhibit in
multiple original counterparts as of the day and year first above written.

                               LANDLORD:

                               EOP-2010 IRVINE, L.L.C, A DELAWARE LIMITED
                               LIABILITY COMPANY, AS BENEFICIARY OF LAND TRUST
                               DATED JUNE 5, 1997 AND KNOWN AS SHELI Z.
                               ROSENBERG TRUST NO. 2010

                               By: EOP Operating Limited Partnership, a
                                   Delaware limited partnership, its sole member

                                   By: Equity Office Properties Trust, a
                                       Maryland real estate investment trust,
                                       its managing general partner

                                       By: /s/ Peter H. Adams
                                           -------------------------------------
                                       Name: Peter H. Adams
                                       Title: Senior Vice President

                               TENANT:

                               PHOBO.COM,INC., a,Delaware corporation

                               By: /s/ Fred H. Lerner
                                   ---------------------------------------------
                               Name: Fred H. Lerner
                               Title: President

                               By: /s/ Fred H. Lerner
                                   ---------------------------------------------
                               Name: Fred H. Lerner
                               Title: Secretary

<PAGE>

                                    EXHIBIT G

                                GUARANTY OF LEASE

      GUARANTY OF LEASE DATED MARCH 5 , 1999, BY AND BETWEEN EOP-2010 IRVINE,
L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, AS BENEFICIARY OF LAND TRUST DATED
JUNE 5, 1997 AND KNOWN AS SHELI Z, ROSENBERG TRUST NO, 2010 ("LANDLORD") AND
PHOBO.COM, INC., A DELAWARE CORPORATION ("TENANT").

      FOR VALUE RECEIVED and in consideration for and as an inducement to
Landlord to lease certain real property to Tenant, pursuant to a lease (the
"Lease") of even date herewith, the undersigned does hereby unconditionally and
irrevocably guarantee to Landlord the punctual payment of all Rent, (as such
term is defined in the Lease) payable by Tenant under the Lease throughout the
term of the Lease and any and all renewals and extensions thereof in accordance
with and subject to the provisions of the Lease, and the full performance and
observance of all other terms, covenants, conditions and agreements therein
provided to be performed and observed by Tenant under the terms of the Lease,
for which the undersigned shall be jointly and severally liable with Tenant. If
any default on the part of Tenant shall occur under the Lease, the undersigned
does hereby covenant and agree to pay to Landlord in each and every instance
such sum or sums of money and to perform each and every covenant, condition and
agreement under the Lease as Tenant is and shall become liable for or obligated
to pay or perform under the Lease, together with the costs reasonably incurred
by Landlord in connection therewith, including without limitation reasonable
attorneys' fees. Such payments of Rent and other sums shall be made monthly or
at such other intervals as the same shall or may become payable under the Lease,
including any accelerations thereof, all without requiring any notice from
Landlord (other than any notice required by the Lease) of such non-payment or
non performance, all of which the undersigned hereby expressly waives.

      The maintenance of any action or proceeding by Landlord to recover any sum
or sums that may be or become due under the Lease and to secure the performance
of any of the other terms, covenants and conditions of the Lease shall not
preclude Landlord from thereafter instituting and maintaining subsequent actions
or proceedings for any subsequent default or defaults of Tenant under the Lease.
The undersigned does hereby consent that without affecting the liability of the
undersigned under this Guaranty and without notice to the undersigned, time may
be given by Landlord to Tenant for payment of Rent and such other sums and
performance of said other terms, covenants and conditions, or any of them, and
such time extended and indulgence granted, from time to time, or Tenant may be
dispossessed or Landlord may avail itself of or exercise any or all of the
rights and remedies against Tenant provided by law or by the Lease, and may
proceed either against Tenant alone or jointly against Tenant and the
undersigned or against the undersigned alone without first prosecuting or
exhausting any remedy or claim against Tenant. The undersigned does hereby
further consent to any subsequent change, modification or amendment of the Lease
in any of its terms, covenants or conditions, or in the Rent payable thereunder,
or in the premises demised thereby, or in the term thereof, and to any
assignment or assignments of the Lease, and to any subletting or sublettings of
the premises demised by the Lease, and to any renewals or extensions thereof,
all of which may be made without notice to or consent of the undersigned and
without in any manner releasing or relieving the undersigned from liability
under this Guaranty.

      The undersigned does hereby agree that the bankruptcy of Tenant shall have
no effect on the obligations of the undersigned hereunder. The undersigned does
hereby further agree that in respect of any payments made by the undersigned
hereunder, the undersigned shall not have any rights based on suretyship,
subrogation or otherwise to stand in the place of Landlord so as to compete with
Landlord as a creditor of Tenant, unless and until all claims of Landlord under
the Lease shall have been fully paid and satisfied.

      Neither this Guaranty nor any of the provisions hereof can be modified,
waived or terminated, except by a written instrument signed by Landlord. The
provisions of this Guaranty shall apply to, bind and inure to the benefit of the
undersigned and Landlord and their respective heirs, legal representatives,
successors and assigns. The undersigned, if there be more than one, shall be
jointly and severally liable hereunder, and for purposes of such several
liability the word "undersigned" wherever used herein shall be construed to
refer to each of the undersigned parties separately, all in the same manner and
with the same effect as if each of them had signed separate instruments, and
this Guaranty shall not be revoked or impaired as

<PAGE>

to any of such parties by the death or another party or by revocation or release
of any obligations hereunder of any other party. This Guaranty shall be governed
by and construed in accordance with the internal laws of the state where the
premises demised by the Lease are located. For the purpose solely of litigating
any dispute under this Guaranty, the undersigned submits to the jurisdiction of
the courts of said state.

      IN WITNESS WHEREOF, the undersigned has/have executed this Guaranty as of
the date of the Lease.

                                   GUARANTOR(S):

                                   /s/ Fred H. Lerner
                                   ---------------------------------------------
                                   Name: Fred H. Lerner


                                   Social Security Number
<PAGE>

                              NOTARY ACKNOWLEDGMENT
                                   (Guarantor)

State of California )
County of Orange    )

      On February 26, 1999 before me, Gena Y. Jones personally appeared Fred H.
Lerner, personally known to me - OR - proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.

[SEAL]
     GENA Y. JONES
    COMM.# 1058240
Notary Public-California         WITNESS my hand and official seal.
ORANGE COUNTY
 My Comm. Expires MAY 7, 1999
                                 /s/ Gena Y. Jones
                                 ----------------------------------
                                           Notary Public

My Commission Expires:__________________________

________________________________________________________________________________
                                OPTIONAL SECTION

CAPACITY CLAIMED BY SIGNER

      Though statute does not require the Notary to fill in the data below,
doing so may prove invaluable to persons relying on the document.

(check one)

___________ INDIVIDUAL

___________ CORPORATE OFFICER(S)
            TITLE(S)_________________________

            _________________________________
___________ PARTNER(S)     _______ LIMITED
                           _______ GENERAL

___________ ATTORNEY-IN-FACT
___________ TRUSTEE(S)
___________ GUARDIAN/CONSERVATOR
___________ OTHER:________________________

         SIGNER IS REPRESENTING:
          Name of Person(s) or Entity(ies)

______________________________________________

______________________________________________

________________________________________________________________________________
                                OPTIONAL SECTION

THIS CERTIFICATE MUST BE                  TITLE OR TYPE OF DOCUMENT:
ATTACHED TO THE DOCUMENT                  Guaranty of Lease
DESCRIBED AT RIGHT:                       NUMBER OF PAGES_______________________
                                          DATE OF DOCUMENT______________________

                                          SIGNER(S) OTHER THAN NAMED ABOVE:

                                          ______________________________________
                                          ______________________________________
                                          ______________________________________
                                          ______________________________________

Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                            FIRST AMENDMENT TO LEASE

      THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made and entered into
as of the 16th day of February, 2000, by and between EOP-2010 IRVINE, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY, AS BENEFICIARY OF LAND TRUST DATED JUNE 5,
1997 AND KNOWN AS STANLEY M. STEVENS TRUST NO. 2010 ("Landlord") and PHOBO.COM,
INC., A DELAWARE CORPORATION ("Tenant").

WITNESSETH

A.    WHEREAS, Landlord and Tenant are parties to that certain lease dated the
      5th day of March, 1999 (the "Lease"), for space currently containing
      approximately 2,347 rentable square feet of space (the "Original
      Premises") described as Suite No. 570 on the 5th floor of the building
      commonly known as 2010 Main Plaza and the address of which is 2010 Main
      Street, Irvine, California (the "Building"); and

B.    WHEREAS, Tenant has requested that additional space containing
      approximately 1,472 rentable square feet described as Suite No. 580 on the
      5th floor of the Building shown on Exhibit A hereto (the "Expansion
      Space") be added to the Original Premises and that the Lease be
      appropriately amended and Landlord is willing to do the same on the terms
      and conditions set forth below;

C.    WHEREAS, the Lease by its terms shall expire on March 31, 2000 ("Prior
      Termination Date"), and the parties desire to extend the term of the
      Lease, all on the terms and conditions set forth below;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

I.    EXPANSION. Effective as of the Expansion Effective Date (as hereinafter
      defined), the Premises, as defined in the Lease, is increased from 2,347
      rentable square feet on the 5th floor to 3,819 rentable square feet on the
      5th floor by the addition of the Expansion Space, and from and after the
      Expansion Effective Date, the Original Premises and the Expansion Space,
      collectively, shall be deemed the Premises, as defined in the Lease. The
      Lease Term for the Expansion Space shall commence on the Expansion
      Effective Date and end on the Extended Termination Date (as hereinafter
      defined). The Expansion Space is subject to all the terms and conditions
      of the Lease except as expressly modified herein and except that Tenant
      shall not be entitled to receive any allowances, abatements or other
      financial concessions granted with respect to the Original Premises unless
      such concessions are expressly provided for herein with respect to the
      Expansion Space.

      A.    The Expansion Effective Date shall be February 16, 2000.

      B.    The Expansion Effective Date shall be delayed to the extent that
            Landlord fails to deliver possession of the Expansion Space for any
            reason, including but not limited to, holding over by prior
            occupants. Any such delay in the Expansion Effective Date shall not
            subject Landlord to any liability for any loss or damage resulting
            therefrom. If the Expansion Effective Date is delayed, the Extended
            Termination Date (as hereinafter defined) shall not be similarly
            extended.

II.   EXTENSION. The Lease Term is extended for a period of 12 months and shall
      expire on March 31, 2001 ("Extended Termination Date"), unless sooner
      terminated in accordance with the terms of the Lease. That portion of the
      Lease Term commencing the day immediately following the Prior Termination
      Date ("Extension Date") and ending on the Extended Termination Date shall
      be referred to herein as the "Extended Term".

III.  MONTHLY BASE RENTAL.

      A.    ORIGINAL PREMISES THROUGH PRIOR TERMINATION DATE. The Base Rental,
            Additional Base Rental and all other charges under the Lease shall
            be payable as provided therein with respect to the Original Premises
            through and including the Prior Termination Date.

      B.    ORIGINAL PREMISES FROM AND AFTER EXTENSION DATE. As of the Extension
            Date, the schedule of monthly installments of Base Rental payable
            with respect to the Original Premises during the Extended Term is
            the following:

<PAGE>


            Tenant shall pay Landlord the sum of $76,042.80 as Base Rental for
            the Original Premises during the Extended Term in 12 monthly
            installments as follows:

            1.    12 equal installments of $6,336.90 each payable on or before
                  the first day of each month during the period beginning April
                  1, 2000 and ending March 31, 2001.

            All such Base Rental shall be payable by Tenant in accordance with
            the terms of Article IV of the Lease.

      C.    EXPANSION SPACE FROM EXPANSION EFFECTIVE DATE THROUGH EXTENDED
            TERMINATION DATE. As of the Expansion Effective Date, the schedule
            of monthly installments of Base Rental payable with respect to the
            Expansion Space for the balance of the original Lease Term and the
            Extended Term is the following:

            Tenant shall pay Landlord the sum of $53,521.92 as Base Rental for
            the balance of the original Lease Term and the Extended Term in 14
            monthly installments as follows:

            1.    1 installment of $1,854.72 (i.e. $132.48 per diem x 14 days)
                  payable on or before the first day of each month during the
                  period beginning February 16, 2000 and ending February 29,
                  2000.

            2.    13 equal installments of $3,974.40 each payable on or before
                  the first day of each month during the period beginning March
                  1, 2000 and ending March 31, 2001.

            All such Base Rental shall be payable by Tenant in accordance with
            the terms of Article IV of the Lease.

IV.   ADDITIONAL SECURITY DEPOSIT. Upon Tenant's execution hereof, Tenant shall
      pay $4,371.84 to Landlord which is added to and becomes part of the
      Security Deposit, if any, held by Landlord as provided under the Lease as
      security for payment of Rent and the performance of other terms and
      conditions of the Lease by Tenant. Accordingly, simultaneous with the
      execution hereof, the Security Deposit is increased from $7,357.85 to
      $11,729.69.

V.    TENANT'S PRO RATA SHARE. For the period commencing with the Expansion
      Effective Date and ending on the Extended Termination Date, Tenant's Pro
      Rata Share for the Expansion Space is 0.5241%.

VI.   BASIC COSTS.

      A.    ORIGINAL PREMISES FOR THE EXTENDED TERM. For the period commencing
            with the Extension Date and ending on the Extended Termination Date,
            Tenant shall pay for Tenant's Pro Rata Share of Basic Costs
            applicable to the Original Premises in accordance with the terms of
            the Lease, provided, however, during such period, the Base Year for
            the computation of Tenant's Pro Rata Share of Basic Costs applicable
            to the Original Premises is amended from 1999 to 2000.

            B. Expansion Space From Expansion Effective Date Through Extended
            Termination Date. For the period commencing with the Expansion
            Effective Date and ending on the Extended Termination Date, Tenant
            shall pay for Tenant's Pro Rata Share of Basic Costs applicable to
            the Expansion Space in accordance with the terms of the Lease,
            provided, however, during such period, the Base Year for the
            computation of Tenant's Pro Rata Share of Basic Costs applicable to
            the Expansion Space is 2000.

VII.  IMPROVEMENTS TO EXPANSION SPACE.

      A.    CONDITION OF ORIGINAL PREMISES AND EXPANSION SPACE. Tenant
            acknowledges that it is in possession of the Original Premises and
            that it has inspected the Expansion Space and agrees to accept both
            the Original Premises and the Expansion Space "as is" without any
            agreements, representations, understandings or obligations on the
            part of Landlord to perform any alterations, repairs or
            improvements, except as may be expressly provided otherwise in this
            Amendment.

                                       -2-
<PAGE>

      B.    RESPONSIBILITY FOR IMPROVEMENTS TO EXPANSION SPACE. Landlord at its
            sole cost and expense (subject to the terms and provisions set forth
            below) shall perform improvements to the Expansion Space in
            accordance with Schedule 1 attached hereto and made a part hereof,
            using Building Standard methods, materials and finishes. The
            improvements to be performed by Landlord in accordance with Schedule
            1 are hereinafter referred to as the "Landlord's Work." Landlord
            shall enter into a direct contract for the Landlord's Work with a
            general contractor selected by Landlord. In addition, Landlord shall
            have the right to select and/or approve of any subcontractors used
            in connection with the Landlord's Work. Landlord's supervision or
            performance of any work for or on behalf of Tenant shall not be
            deemed a representation by Landlord that such work complies with
            applicable insurance requirements, building codes, ordinances, laws
            or regulations, or that the improvements constructed in accordance
            with the Plans and any revisions thereto will be adequate for
            Tenant's use.

      C.    CHANGES IN SCHEDULE 1 FOR EXPANSION SPACE. If Tenant shall request
            any revisions to Schedule 1, Landlord shall have such revisions
            prepared at Tenant's sole cost and expense and Tenant shall
            reimburse Landlord for the cost of preparing any such revisions to
            Schedule 1 upon demand. Promptly upon completion of the revisions,
            Landlord shall notify Tenant in writing of the increased cost in the
            Landlord's Work, if any, resulting from such revisions to Schedule
            1. Tenant shall, within 1 Business Day, notify Landlord in writing
            whether it desires to proceed with such revisions. In the absence of
            such written authorization, Landlord shall have the option to
            continue work on the Expansion Space disregarding the requested
            revision. Tenant shall be responsible for any delay in completion of
            the Expansion Space resulting from any revision to Schedule 1. In
            the event such revisions result in an increase in the cost of
            Landlord's Work, such increased costs shall be payable by Tenant
            upon demand. Notwithstanding anything herein to the contrary, all
            revisions to Schedule 1 shall be subject to the approval of
            Landlord.

VIII. EARLY ACCESS TO EXPANSION SPACE. During any period that Tenant shall be
      permitted to enter the Expansion Space prior to the Expansion Effective
      Date (e.g., to perform alterations or improvements), Tenant shall comply
      with all terms and provisions of the Lease, except those provisions
      requiring payment of Base Rental or Additional Base Rental as to the
      Expansion Space. If Tenant takes possession of the Expansion Space prior
      to the Expansion Effective Date for any reason whatsoever (other than the
      performance of work in the Expansion Space with Landlord's prior
      approval), such possession shall be subject to all the terms and
      conditions of the Lease and this Amendment, and Tenant shall pay Base
      Rental and Additional Base Rental as applicable to the Expansion Space to
      Landlord on a per diem basis for each day of occupancy prior to the
      Expansion Effective Date.

IX.   OTHER PERTINENT PROVISIONS. Landlord and Tenant agree that, effective as
      of the date hereof (unless different effective date(s) is/are specifically
      referenced in this Section), the Lease shall be amended in the following
      additional respects:

      A.    PARKING. The Parking Agreement attached to the Lease as Exhibit F
            shall be amended to reflect that effective as of the Extension Date
            and continuing until the Extended Termination Date, and subject to
            the terms and conditions of the Lease as amended hereby, Tenant
            agrees to lease from Landlord and Landlord agrees to lease to
            Tenant, and Tenant shall pay for, whether or not Tenant uses, a
            total of 13 parking spaces (the "Original Premises Spaces") in the
            Building parking facilities, for use by Tenant and/or its employees
            applicable to the Original Premises. Of the 13 Original Premises
            Spaces allotted to Tenant, all 13 shall be unreserved spaces at the
            rate of $55.00 per unreserved space per month and none shall be
            reserved spaces.

            Effective as of the Expansion Effective Date and continuing until
            the Extended Termination Date, and subject to the terms and
            conditions of the Lease as amended hereby, Tenant agrees to lease
            from Landlord and Landlord agrees to lease to Tenant, and Tenant
            shall pay for, whether or not Tenant uses, a total of 10 additional
            parking spaces (the "Suite 580 Spaces") in the Building parking
            facilities, for use by Tenant and/or its employees applicable to the
            Expansion Space. All such Suite 580 Spaces shall be unreserved
            spaces at the rate of $55.00 per space per month.

                                       -3-
<PAGE>

            The use of all such Spaces shall otherwise be in accordance with the
            terms of the Lease, including, without limitation, the terms of the
            Parking Agreement attached to the Lease as Exhibit F.

      B.    NOTICE ADDRESSES. Paragraph 1.A.10 of the Lease is hereby amended to
            reflect that Landlord's notice address and the place for payment of
            Rent shall be as follows:

                 EOP-2010 IRVINE, L.L.C., A DELAWARE
                 LIMITED LIABILITY COMPANY, AS BENEFICIARY OF
                 LAND TRUST DATED JUNE 5, 1997 AND KNOWN
                 AS STANLEY M. STEVENS TRUST NO. 2010
                 c/o Equity Office Properties
                 2010 Main Street
                 Suite No. 350
                 Irvine, California 92614
                 Attention: Building Manager

                 With a copy to:

                 Equity Office Properties
                 Two North Riverside Plaza
                 Suite 2200
                 Chicago, Illinois 60606
                 Attention: Regional Counsel - Pacific Region

                 Payments of Rent only shall be made payable to the order of:

                 Equity Office Properties

                 at the following address:

                 EOP Operating Limited Partnership
                 DBA 2010 Main Plaza
                 Department # 8799
                 Los Angeles, California 90084-8799

      C.    RIGHT OF FIRST OFFER.

            1.    Tenant shall have the one time right of first offer (the
                  "Right of First Offer") with respect to the 6,821 rentable
                  square feet described as Suite 400 on the 4th floor of the
                  Building shown on the demising plan attached hereto as Exhibit
                  B (the "Offering Space"), which Right of First Offer shall be
                  exercised as follows: commencing on the Extension Date, at any
                  time after Landlord has determined that the existing tenant in
                  the Offering Space will not extend or renew the term of its
                  lease for the Offering Space (but prior to leasing such
                  Offering Space to a party other than the existing tenant),
                  Landlord shall advise Tenant (the "Advice") of the terms under
                  which Landlord is prepared to lease the Offering Space to
                  Tenant for the remainder of the Extended Term, which terms
                  shall reflect the Prevailing Market (hereinafter defined) rate
                  for such Offering Space as reasonably determined by Landlord.
                  Tenant may lease such Offering Space in its entirety only,
                  under such terms, by delivering written notice of exercise to
                  Landlord ("Notice of Exercise") within 5 days after the date
                  of the Advice, except that Tenant shall have no such Right of
                  First Offer and Landlord need not provide Tenant with an
                  Advice, if:

                  a.    Tenant is in default under the Lease as amended hereby
                        at the time Landlord would otherwise deliver the Advice;
                        or

                  b.    the Premises, or any portion thereof, is sublet at the
                        time Landlord would otherwise deliver the Advice; or

                  c.    the Lease as amended hereby has been assigned prior to
                        the date Landlord would otherwise deliver the Advice; or

                  d.    Tenant is not occupying the Premises on the date
                        Landlord would otherwise deliver the Advice; or

                                       -4-
<PAGE>

                  e.    the Offering Space is not intended for the exclusive use
                        of Tenant during the Extended Term; or

                  f.    the existing tenant in the Offering Space is interested
                        in extending or renewing its lease for the Offering
                        Space or entering into a new lease for such Offering
                        Space.

            2.    a.    The term for the Offering Space shall be for a minimum
                        of 36 months and shall commence upon the commencement
                        date stated in the Advice and thereupon such Offering
                        Space shall be considered a part of the Premises,
                        provided that all of the terms stated in the Advice
                        shall govern Tenant's leasing of the Offering Space and
                        only to the extent that they do not conflict with the
                        Advice, the terms and conditions of the Lease as amended
                        hereby shall apply to the Offering Space.
                        Notwithstanding the foregoing, if Tenant exercises its
                        Acceleration Option (as set forth in Section IX.D.
                        hereof) with respect to the Original Premises and the
                        Expansion Space, then in such event and upon such
                        termination of the Lease as amended hereby with respect
                        to the Original Premises and the Expansion Space, the
                        Offering Space shall then be deemed the Premises and
                        shall be subject to all the terms and conditions of the
                        Lease as amended hereby.

                  b.    Tenant shall pay Base Rental and Additional Base Rental
                        for the Offering Space in accordance with the terms and
                        conditions of the Advice, which terms and conditions
                        shall reflect the Prevailing Market rate for the
                        Offering Space as determined in Landlord's reasonable
                        judgment.

                  c.    The Offering Space (including improvements and
                        personalty, if any) shall be accepted by Tenant in its
                        condition and as-built configuration existing on the
                        earlier of the date Tenant takes possession of the
                        Offering Space or as of the date the term for such
                        Offering Space commences, unless the Advice specifies
                        any work to be performed by Landlord in the Offering
                        Space, in which case Landlord shall perform such work in
                        the Offering Space.

            3.    The rights of Tenant hereunder with respect to the Offering
                  Space shall terminate on the earlier to occur of: (i) Tenant's
                  failure to exercise its Right of First Offer within the 5 day
                  period provided in Paragraph IX.C.1 above, and (ii) the date
                  Landlord would have provided Tenant an Advice if Tenant had
                  not been in violation of one or more of the conditions set
                  forth in Paragraph IX.C.1 above.

            4.    a. If Tenant exercises its Right of First Offer, Landlord
                  shall prepare an amendment (the "Offering Amendment") adding
                  the Offering Space to the Premises on the terms set forth in
                  the Advice and reflecting the changes in the Base Rental,
                  Rentable Area of the Premises, Tenant's Pro Rata Share and
                  other appropriate terms.

            5.    b. A copy of the Offering Amendment shall be (i) sent to
                  Tenant within a reasonable time after receipt of the Notice of
                  Exercise executed by Tenant, and (ii) executed by Tenant and
                  returned to Landlord within ten (10) days thereafter. An
                  otherwise valid exercise of the Right of First Offer shall, at
                  Landlord's option, be fully effective whether or not the
                  Offering Amendment is executed.For purposes hereof, Prevailing
                  Market rate shall mean the annual rental rate per square foot
                  for space comparable to the Offering Space in the Building and
                  office buildings comparable to the Building in the John Wayne
                  Airport area of Newport Beach and Irvine, California under
                  leases and renewal and expansion amendments being entered into
                  at or about the time that Prevailing Market is being
                  determined giving appropriate consideration to tenant
                  concessions, brokerage commissions, tenant improvement
                  allowances, and the method of allocating operating expenses
                  and taxes. Notwithstanding the foregoing, space leased under
                  any of the following circumstances shall not be considered to
                  be comparable for purposes hereof: (i) the lease term is for
                  less than the lease term of the offering space, (ii) the space
                  is encumbered by the option rights of another tenant,

                                       -5-
<PAGE>

                  or (iii) the space has a lack of windows and/or an awkward or
                  unusual shape or configuration. The foregoing is not intended
                  to be an exclusive list of space that will not be considered
                  to be comparable.

            6.    Notwithstanding anything herein to the contrary, Tenant's
                  Right of First Offer is subject and subordinate to the rights
                  (whether such rights are designated as a renewal, extension,
                  right of first offer, right of first refusal, expansion option
                  or otherwise) of any tenant of the Building existing on the
                  date hereof.

      D.    ACCELERATION RIGHT. If, and only if, Tenant properly exercises its
            Right of First Offer with respect to the Offering Space as set forth
            in Section IX.C. above, Tenant shall have the right to accelerate
            the Extended Termination Date ("Acceleration Option") with respect
            to the Original Premises and the Expansion Space only from March 31,
            2001 to the day that is the day prior to the commencement date with
            respect to the Offering Space (the "Accelerated Expiration Date") as
            determined in Section IX.C. above, if:

            1.    Tenant is not in default under the Lease as amended hereby at
                  the date Tenant provides Landlord with an Acceleration Notice
                  (hereinafter defined);

            2.    no part of the Premises is sublet for a term extending past
                  the Accelerated Expiration Date;

            3.    the Lease as amended hereby has not been assigned;

            4.    Landlord receives notice of acceleration ("Acceleration
                  Notice") not less than 90 days prior to the Accelerated
                  Expiration Date;

            5.    Tenant shall remain liable for all Base Rental, Additional
                  Rent and other sums due under the Lease as amended hereby up
                  to and including the Accelerated Expiration Date even though
                  billings for such may occur subsequent to the Accelerated
                  Expiration Date.

            If Tenant, subsequent to providing Landlord with an Acceleration
            Notice, defaults in any of the provisions of the Lease, as amended
            hereby, (including, without limitation, a failure to take possession
            of the Offering Space), Landlord, at its option, may (i) declare
            Tenant's exercise of the Acceleration Option to be null and void, or
            (ii) continue to honor Tenant's exercise of its Acceleration Option,
            in which case, Tenant shall remain liable for the payment of all
            Base Rental, Additional Rent and other sums due under the Lease as
            amended hereby on the Original Premises and the Expansion Space up
            to and including the Accelerated Expiration Date even though
            billings for such may occur subsequent to the Accelerated Expiration
            Date. Tenant's exercise of the Acceleration Option shall not affect
            Tenant's lease of the Offering Space, which shall continue as
            contemplated in Section IX.C above.

X.    MISCELLANEOUS.

      A.    This Amendment sets forth the entire agreement between the parties
            with respect to the matters set forth herein. There have been no
            additional oral or written representations or agreements. Under no
            circumstances shall Tenant be entitled to any Rent abatement,
            improvement allowance, leasehold improvements, or other work to the
            Premises, or any similar economic incentives that may have been
            provided Tenant in connection with entering into the Lease, unless
            specifically set forth in this Amendment.

      B.    Except as herein modified or amended, the provisions, conditions and
            terms of the Lease shall remain unchanged and in full force and
            effect.

      C.    In the case of any inconsistency between the provisions of the Lease
            and this Amendment, the provisions of this Amendment shall govern
            and control.

      D.    Submission of this Amendment by Landlord is not an offer to enter
            into this Amendment but rather is a solicitation for such an offer
            by Tenant. Landlord shall not be bound by this Amendment until
            Landlord has executed and delivered the same to Tenant.

                                       -6-
<PAGE>

      E.    The capitalized terms used in this Amendment shall have the same
            definitions as set forth in the Lease to the extent that such
            capitalized terms are defined therein and not redefined in this
            Amendment.

      F.    Tenant hereby represents to Landlord that Tenant has dealt with no
            broker in connection with this Amendment. Tenant agrees to indemnify
            and hold Landlord, its members, principals, beneficiaries, partners,
            officers, directors, employees, mortgagee(s) and agents, and the
            respective principals and members of any such agents (collectively,
            the "Landlord Related Parties") harmless from all claims of any
            brokers claiming to have represented Tenant in connection with this
            Amendment. Landlord hereby represents to Tenant that Landlord has
            dealt with no broker in connection with this Amendment. Landlord
            agrees to indemnify and hold Tenant, its members, principals,
            beneficiaries, partners, officers, directors, employees, and agents,
            and the respective principals and members of any such agents
            (collectively, the "Tenant Related Parties") harmless from all
            claims of any brokers claiming to have represented Landlord in
            connection with this Amendment.

      G.    This Amendment shall be of no force and effect unless and until
            accepted by Fred H. Lerner, guarantor of the Lease ("Guarantor")
            pursuant to Guaranty of Lease dated March 5, 1999 ("Guaranty"), who
            by signing below agrees that the Guaranty shall apply to the Lease
            as amended herein.

                                       -7-
<PAGE>

      IN WITNESS WHEREOF, Landlord, Tenant, and Guarantor have duly executed
this Amendment as of the day and year first above written.

                              LANDLORD:

                              EOP-2010 IRVINE, L.L.C, A DELAWARE LIMITED
                              LIABILITY COMPANY, AS BENEFICIARY OF LAND TRUST
                              DATED JUNE 5, 1997 AND KNOWN AS STANLEY M.
                              STEVENS TRUST NO. 2010

                              By: EOP Operating Limited Partnership, a
                                  Delaware limited partnership, its sole member

                                  By: Equity Office Properties Trust, a Maryland
                                      real estate investment trust, its managing
                                      general partner

                                      By: /s/ Robert E. Dezzutti
                                          --------------------------------------
                                          Name: Robert E. Dezzutti
                                          Title: Vice President

                              TENANT:

                              PHOBO.COM, INC., A DELAWARE CORPORATION

                              By: /s/ Fred H. Lerner
                                  ----------------------------------------------
                                  Name: Fred H. Lerner
                                  Title: President CEO

                              By: /s/ Randi A. Albertson
                                  ----------------------------------------------
                                  Name: Randi A. Albertson
                                  Title: VP CFO

                              GUARANTOR:

                              /s/ Fred H. Lerner
                              --------------------------------------------------
                              FRED H. LERNER, personally
                              Social Security No.:

                                       -8-
<PAGE>

                                    EXHIBIT A

                                Attach Floor Plan
                            Showing Expansion Space

                                  [FLOOR PLAN]

                                    EXHIBIT A
<PAGE>

                                   SCHEDULE 1

                         DESCRIPTION OF LANDLORD'S WORK

      Landlord shall repaint the interior painted walls throughout the Expansion
Space using Building Standard methods, materials and finishes.

                                   SCHEDULE 1
<PAGE>

                                    EXHIBIT B

                                Attach Floor Plan
                             Showing Offering Space

                                  [FLOOR PLAN]

                                    EXHIBIT B

<PAGE>

      SECOND AMENDMENT TO LEASE AND FIRST AMENDMENT TO GUARANTY

      THIS SECOND AMENDMENT TO LEASE AND FIRST AMENDMENT TO GUARANTY (this
"Amendment") is made and entered into as of the 13th day of April, 2000, by and
between EOP-2010 IRVINE, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, AS
BENEFICIARY OF LAND TRUST DATED JUNE 5, 1997 AND KNOWN AS STANLEY M. STEVENS
TRUST NO. 2010 ("Landlord"), and PHOBO.COM, INC., A DELAWARE CORPORATION
("Tenant").

                                   WITNESSETH

A.    WHEREAS, Landlord and Tenant are parties to that certain lease dated the
      5th day of March, 1999 for space currently containing approximately 3,819
      rentable square feet (the "Original Premises") described as Suite Nos. 570
      and 580 on the 5th floor of the building commonly known as 2010 Main Plaza
      and the address of which is 2010 Main Street, Irvine, California (the
      "Building"), which lease has been previously amended by First Amendment to
      Lease dated February 16, 2000 ("First Amendment") (collectively, the
      "Lease"); and

B.    WHEREAS, Tenant and Landlord agree to relocate Tenant from the Original
      Premises to 6,821 rentable square feet of space described as Suite No. 400
      on the 4th floor of the Building shown on Exhibit A attached hereto (the
      "Substitution Space"); and

C.    WHEREAS, the Lease by its terms shall expire on March 31, 2001 ("Prior
      Extended Termination Date"), and the parties desire to extend the Term,
      all on the terms and conditions hereinafter set forth; and

D.    WHEREAS, pursuant to that certain guaranty of lease dated as of March 5,
      1999 (the "Guaranty"), Fred H. Lerner ("Guarantor") guaranteed Tenant's
      obligations under the Lease, as amended, and Landlord and Guarantor desire
      to amend the Guaranty on the terms and conditions hereinafter set forth;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

I.    SUBSTITUTION.

      A.    Effective as of the Substitution Effective Date (hereinafter
            defined), the Premises is hereby increased from 3,819 rentable
            square feet, described as Suite Nos. 570 and 580 on the 5th floor of
            the Building, to 6,821 rentable square feet, described as Suite No.
            400 on the 4th floor of the Building, by substituting the
            Substitution Space for the Original Premises.

      B.    The Term for the Substitution Space shall commence on the
            Substitution Effective Date and, unless sooner terminated pursuant
            to the terms of the Lease, shall end on the Second Extended
            Termination Date (as hereinafter defined). The Substitution Space is
            subject to all the terms and conditions of the Lease except as
            expressly modified herein and except that Tenant shall not be
            entitled to receive any allowances, abatements or other financial
            concessions granted with respect to the Original Premises unless
            such concessions are expressly provided for herein with respect to
            the Substitution Space. Effective as of the Substitution Effective
            Date, the Lease shall be terminated with respect to the Original
            Premises, and, unless otherwise specified, "Premises" shall mean the
            Substitution Space. Tenant shall vacate the Original Premises as of
            the Substitution Effective Date (such date that Tenant is required
            to vacate the Original Premises being referred to herein as the
            "Original Premises Vacation Date") and return the same to Landlord
            in "broom clean" condition and otherwise in accordance with the
            terms and conditions of the Lease. Notwithstanding anything to the
            contrary contained herein, if the Original Premises Vacation Date is
            subsequent to the Substitution Effective Date (such period
            commencing on the Substitution Effective Date and ending on the
            Original Premises Vacation Date is referred to herein as the
            "Vacation Period"), then, during the Vacation Period, Tenant shall
            comply with all terms and provisions of the Lease with respect to
            the Original Premises as though the Original Premises were still
            deemed part of the Premises hereunder, provided that Tenant's
            obligation for payment of Base

                                        1
<PAGE>

            Rental or Additional Base Rental shall be determined in accordance
            with Section IX hereof.

II.   SUBSTITUTION EFFECTIVE DATE.

      A.    The "Substitution Effective Date" shall be the later to occur of (i)
            June 1, 2000 (the "Target Substitution Effective Date"), and (ii)
            the date upon which the Landlord Work (hereinafter defined) in the
            Substitution Space has been substantially completed; provided
            however, that if Landlord shall be delayed in substantially
            completing the Landlord Work in the Substitution Space as a result
            of the occurrence of any of the following (a "Delay"):

            1.    Tenant's failure to furnish information or to respond to any
                  request by Landlord for any approval or information within any
                  time period prescribed or, if no time period is prescribed,
                  then within 2 Business Days of such request; or

            2.    Tenant's insistence on materials, finishes or installations
                  that have long lead times after having first been informed by
                  Landlord that such materials, finishes or installations will
                  cause a Delay; or

            3.    Changes in any plans and specification; or

            4.    The performance or non-performance by a person or entity
                  employed by Tenant in the completion of any work (all such
                  work and such persons or entities being subject to the prior
                  approval of Landlord); or

            5.    Any request by Tenant that Landlord delay the completion of
                  any of the Landlord Work; or

            6.    Any breach or default by Tenant in the performance of Tenant's
                  obligations under this Amendment or the Lease; or

            7.    Any delay resulting from Tenant's having taken possession of
                  the Substitution Space for any reason prior to substantial
                  completion of the Landlord Work; or

            8.    Any other delay chargeable to Tenant, its agents, employees or
                  independent contractors;

      then, for purposes of determining the Substitution Effective Date, the
      date of substantial completion shall be deemed to be the day that the
      Landlord Work would have been substantially completed absent any such
      Delay(s). The Substitution Space shall be deemed to be substantially
      completed on the date that Landlord reasonably determines that all of the
      Landlord Work has been performed (or would have been performed absent any
      Delay[s]), other than any details of construction, mechanical adjustment
      or any other matter, the nonperformance of which does not materially
      interfere with Tenant's use of the Substitution Space. The adjustment of
      the Substitution Effective Date and, accordingly, the postponement of
      Tenant's obligation to pay Rent on the Substitution Space shall be
      Tenant's sole remedy and shall constitute full settlement of all claims
      that Tenant might otherwise have against Landlord by reason of the
      Substitution Space not being ready for occupancy by Tenant on the Target
      Substitution Effective Date. During any period that the Substitution
      Effective Date is postponed and Tenant's obligation to pay Rent for the
      Substitution Space is correspondingly postponed, Tenant shall continue to
      be obligated to pay Rent for the Original Premises in accordance with the
      terms of the Lease.

      B.    In addition to the postponement, if any, of the Substitution
            Effective Date as a result of the applicability of Section II.A. of
            this Amendment, the Substitution Effective Date shall be delayed to
            the extent that Landlord fails to deliver possession of the
            Substitution Space for any other reason (other than Delays by
            Tenant), including, but not limited to, holding over by prior
            occupants. Any such delay in the Substitution Effective Date shall
            not subject Landlord to any liability for any loss or damage
            resulting therefrom. If the Substitution Effective Date is delayed,
            the Second Extended Termination Date (as hereinafter defined) shall
            not be similarly extended.

                                       -2-
<PAGE>

III.  EXTENSION. The Term is extended for a period of 26 months and shall expire
      on May 31, 2003 ("Second Extended Termination Date"), unless sooner
      terminated in accordance with the terms of the Lease. That portion of the
      Term commencing the day immediately following the Prior Extended
      Termination Date ("Second Extension Date") and ending on the Second
      Extended Termination Date shall be referred to herein as the "Second
      Extended Term".

IV.   MONTHLY BASE RENTAL. Commencing on the Substitution Effective Date through
      the Second Extended Termination Date, the schedule of monthly installments
      of Base Rental contained in the Lease is hereby revised as follows:

      Tenant shall pay Landlord the sum of $663,001.20 as Base Rental for the
      Substitution Space in 36 equal installments of $18,416.70 each payable on
      or before the first day of each month during the period beginning June 1,
      2000 and ending May 31, 2003.

      All such Base Rental shall be payable by Tenant in accordance with the
      terms of Article IV of the Lease.

      Landlord and Tenant acknowledge that the foregoing schedule is based on
      the assumption that the Substitution Effective Date is the Target
      Substitution Effective Date. If the Substitution Effective Date is later
      than the Target Substitution Effective Date, (i) the schedule set forth
      above with respect to the payment of any installments of Base Rental for
      the Substitution Space shall be appropriately adjusted on a per diem basis
      to reflect the actual Substitution Effective Date and the actual
      Substitution Effective Date shall be set forth in a confirmation letter to
      be prepared by Landlord.

V.    TENANT'S PRO RATA SHARE. For the period commencing with the Substitution
      Effective Date and ending on the Second Extended Termination Date,
      Tenant's Pro Rata Share for the Premises is 2.4284%.

VI.   BASIC COSTS. For the period commencing with the Substitution Effective
      Date and ending on the Second Extended Termination Date, Tenant shall pay
      for Tenant's Pro Rata Share of Basic Costs applicable to the Premises in
      accordance with the terms of the Lease, provided, however, during such
      period, the Base Year for the computation of Tenant's Pro Rata Share of
      Basic Costs applicable to the Premises is 2000.

VII.  IMPROVEMENTS TO SUBSTITUTION SPACE.

      A.    CONDITION OF SUBSTITUTION SPACE. Tenant has inspected the
            Substitution Space and agrees to accept the same "as is" without any
            agreements, representations, understandings or obligations on the
            part of Landlord to perform any alterations, repairs or
            improvements, except as may be expressly provided otherwise in this
            Amendment.

      B.    RESPONSIBILITY FOR IMPROVEMENTS TO SUBSTITUTION SPACE. Landlord at
            its sole cost and expense (subject to the terms and provisions set
            forth below) shall perform improvements to the Substitution Space in
            accordance with the work list (the "Work List") attached hereto as
            Schedule 1 and made a part hereof, using Building Standard methods,
            materials and finishes. The improvements to be performed by Landlord
            in accordance with Schedule 1 are hereinafter referred to as the
            "Landlord Work." Landlord shall enter into a direct contract for the
            Landlord Work with a general contractor selected by Landlord. In
            addition, Landlord shall have the right to select and/or approve of
            any subcontractors used in connection with the Landlord Work.
            Landlord's supervision or performance of any work for or on behalf
            of Tenant shall not be deemed a representation by Landlord that such
            work complies with applicable insurance requirements, building
            codes, ordinances, laws or regulations, or that the improvements
            constructed in accordance with Schedule 1 and any revisions thereto
            will be adequate for Tenant's use.

      C.    CHANGES IN SCHEDULE 1 FOR SUBSTITUTION SPACE. If Tenant shall
            request any revisions to Schedule 1, Landlord shall have such
            revisions prepared at Tenant's sole cost and expense and Tenant
            shall reimburse Landlord for the cost of preparing any such
            revisions to Schedule 1 upon demand. Promptly upon completion of the
            revisions, Landlord shall notify Tenant in writing of the increased
            cost in the Landlord Work, if any, resulting from such revisions to
            Schedule 1. Tenant shall, within 1 Business Day, notify Landlord in
            writing whether it desires to proceed with such revisions. In the
            absence of such written

                                       -3-
<PAGE>

            authorization, Landlord shall have the option to continue work on
            the Substitution Space disregarding the requested revisions. Tenant
            shall be responsible for any Delay in completion of the Substitution
            Space resulting from any revisions to Schedule 1. In the event such
            revisions result in an increase in the cost of the Landlord Work,
            such increased cost shall be payable by Tenant upon demand.
            Notwithstanding anything herein to the contrary, all revisions to
            Schedule 1 shall be subject to the approval of Landlord.

VIII. EARLY ACCESS TO SUBSTITUTION SPACE. During any period that Tenant shall be
      permitted to enter the Substitution Space prior to the Substitution
      Effective Date (e.g., to perform alterations or improvements), if any,
      Tenant shall comply with all terms and provisions of the Lease, except
      those provisions requiring payment of Base Rental or Additional Base
      Rental as to the Substitution Space. If Tenant takes possession of the
      Substitution Space prior to the Substitution Effective Date for any reason
      whatsoever (other than the performance of work in the Substitution Space
      with Landlord's prior approval), such possession shall be subject to all
      the terms and conditions of the Lease and this Amendment, and Tenant shall
      pay Base Rental and Additional Base Rental as applicable to the
      Substitution Space to Landlord on a per diem basis for each day of
      occupancy prior to the Substitution Effective Date.

IX.   HOLDING OVER. In the event Tenant continues to occupy the Original
      Premises after the Original Premises Vacation Date, occupancy of the
      Original Premises subsequent to the Original Premises Vacation Date shall
      be that of a tenancy at sufferance and in no event for month-to-month or
      year-to-year, but Tenant shall, throughout the entire holdover period, be
      subject to all the terms and provisions of the Lease and shall pay for its
      use and occupancy an amount (on a per month basis without reduction for
      any partial months during any such holdover) equal to twice the sum of the
      Base Rental and Additional Base Rental due for the period immediately
      preceding such holding over, provided that in no event shall Base Rental
      and Additional Base Rental during the holdover period be less than the
      fair market rental for the Original Premises. No holding over by Tenant in
      the Original Premises or payments of money by Tenant to Landlord after the
      Original Premises Vacation Date shall be construed to prevent Landlord
      from recovery of immediate possession of the Original Premises by summary
      proceedings or otherwise. In addition to the obligation to pay the amounts
      set forth above during any such holdover period, Tenant also shall be
      liable to Landlord for all damage, including any consequential damage,
      which Landlord may suffer by reason of any holding over by Tenant in the
      Original Premises, and Tenant shall indemnify Landlord against any and all
      claims made by any other tenant or prospective tenant against Landlord for
      delay by Landlord in delivering possession of the Original Premises to
      such other tenant or prospective tenant.

X.    OTHER PERTINENT PROVISIONS. Landlord and Tenant agree that, effective as
      of the date hereof (unless different effective date(s) is/are specifically
      referenced in this Section), the Lease shall be amended in the following
      additional respects:

      A.    PARKING. Effective as of the Substitution Effective Date, Section
            IX.A. of the First Amendment shall be deleted in its entirety and
            shall be deemed null and void and shall be of no further force and
            effect. Accordingly, effective as of the Substitution Effective Date
            and continuing until the Second Extended Termination Date, and
            subject to the terms and conditions of the Lease as amended hereby,
            Exhibit F of the Lease, as amended, shall be further amended to
            reflect that Tenant agrees to lease from Landlord and Landlord
            agrees to lease to Tenant, and Tenant shall pay for, whether or not
            Tenant uses, a total of 42 parking spaces (the "Spaces") in the
            Building parking facilities, for use by Tenant and/or its employees
            applicable to the Substitution Space. Of the 42 Spaces allotted to
            Tenant, 41 shall be unreserved Spaces at the rate of $55.00 per
            unreserved Space per month and 1 shall be a reserved Space at the
            rate pf $55.00 per reserved Space per month.

            The use of all such Spaces shall otherwise be in accordance with the
            terms of the Lease, including, without limitation, the terms of the
            Parking Agreement attached to the Lease as Exhibit F.

      B.    DELETION OF RIGHT OF FIRST OFFER. Effective as of the Substitution
            Effective Date, Section IX.C. of the First Amendment is hereby
            deleted in its entirety and shall be of no further force and effect.

                                       -4-
<PAGE>

      C.    DELETION OF ACCELERATION RIGHT. Effective as of the Substitution
            Effective Date, Section IX.D. of the First Amendment is hereby
            deleted in its entirety and shall be of no further force and effect.

XI.   MISCELLANEOUS.

      A.    This Amendment sets forth the entire agreement between the parties
            with respect to the matters set forth herein. There have been no
            additional oral or written representations or agreements. Under no
            circumstances shall Tenant be entitled to any Rent abatement,
            improvement allowance, leasehold improvements, or other work to the
            Substitution Space, or any similar economic incentives that may have
            been provided Tenant in connection with entering into the Lease,
            unless specifically set forth in this Amendment.

      B.    Except as herein modified or amended, the provisions, conditions and
            terms of the Lease shall remain unchanged and in full force and
            effect.

      C.    In the case of any inconsistency between the provisions of the Lease
            and this Amendment, the provisions of this Amendment shall govern
            and control.

      D.    Submission of this Amendment by Landlord is not an offer to enter
            into this Amendment but rather is a solicitation for such an offer
            by Tenant. Landlord shall not be bound by this Amendment until
            Landlord has executed and delivered the same to Tenant.

      E.    The capitalized terms used in this Amendment shall have the same
            definitions as set forth in the Lease to the extent that such
            capitalized terms are defined therein and not redefined in this
            Amendment.

      F.    Tenant hereby represents to Landlord that Tenant has dealt with no
            broker in connection with this Amendment. Tenant agrees to indemnify
            and hold Landlord, its members, principals, beneficiaries, partners,
            officers, directors, employees, mortgagee(s) and agents, and the
            respective principals and members of any such agents (collectively,
            the "Landlord Related Parties") harmless from all claims of any
            brokers claiming to have represented Tenant in connection with this
            Amendment. Landlord hereby represents to Tenant that Landlord has
            dealt with no broker in connection with this Amendment. Landlord
            agrees to indemnify and hold Tenant, its members, principals,
            beneficiaries, partners, officers, directors, employees, and agents,
            and the respective principals and members of any such agents
            (collectively, the "Tenant Related Parties") harmless from all
            claims of any brokers claiming to have represented Landlord in
            connection with this Amendment.

      G.    This Amendment shall be of no force and effect unless and until
            accepted by the Guarantor who by signing below shall agree that the
            Guaranty shall apply to the Lease as amended herein.

                                       -5-
<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.

                              LANDLORD:

                              EOP-2010 IRVINE, L.L.C, A DELAWARE LIMITED
                              LIABILITY COMPANY, AS BENEFICIARY OF LAND
                              TRUST DATED JUNE 5, 1997 AND KNOWN AS STANLEY M.
                              STEVENS TRUST NO. 2010

                              By: EOP Operating Limited Partnership,a
                                  Delaware limited partnership, its sole
                                  member

                                  By: Equity Office Properties Trust, a
                                      Maryland real estate investment trust,its
                                      managing general partner

                                      BY: /s/ Peter H. Adams
                                          --------------------------------------
                                          Name: Peter H. Adams
                                          Title: Senior Vice President

                              TENANT:

                              PHOBO.COM,INC., A DELAWARE CORPORATION

                              By: /s/ Fred H. Lerner
                                  ----------------------------------------------
                                  Name: Fred H. Lerner
                                  Title: President/CEO

                              By: ______________________________________________
                                  Name: ________________________________________
                                  Title: _______________________________________

                                       -6-
<PAGE>

      The undersigned Guarantor consents to this Amendment as of the day and
year first above written, and acknowledges that the Guaranty is hereby amended
by adding the following to the end of the first paragraph of the Guaranty:

      "Notwithstanding the foregoing, the maximum liability of Guarantor under
      this Guaranty shall be the sum of: (a) $110,000.00 ("Maximum Amount"),
      plus (b) any court costs and reasonable attorneys' fees reasonably
      incurred by Landlord in connection with enforcing this Guaranty. In
      addition, provided Landlord has not asserted any claim against Tenant
      under the Lease or the undersigned for payment under this Guaranty prior
      to the effective date of any reduction in the Maximum Amount, the Maximum
      Amount shall reduce to $73,333.33 effective as of the 1st anniversary of
      the Substitution Effective Date and $36,666.66 effective as of the 2nd
      anniversary of the Substitution Effective Date. All amounts received by
      Landlord from any party (other than Guarantor) in payment of any amounts
      due under the Lease shall be applied first to amounts due under the Lease
      that are not guaranteed by this Guaranty. In addition, if Landlord
      receives anything of value other than cash in payment of amounts due under
      the Lease, then such value shall also be applied first to amounts due
      under the Lease that are not guaranteed by this Guaranty. In the event
      Tenant has an initial public offering establishing a net worth of Tenant
      equal to or greater than $8,000,000, then in such event, upon written
      verification to Landlord in form and substance satisfactory to Landlord in
      its reasonable discretion, and provided Tenant is not then in default
      under the Lease, this Guaranty shall be terminated and be of no further
      force and effect."

                                          GUARANTOR:

                                          /s/ Fred H. Lerner
                                          --------------------------------------
                                          FRED H. LERNER, personally
                                          Social Security No.:

                                          The undersigned represents and
                                          warrants that she is the spouse of the
                                          above Guarantor and as such spouse,
                                          she has read this Amendment and
                                          consents to the liability imposed by
                                          the Guaranty, as amended herein.

                                          SPOUSE

                                          /s/ Carol A. Lerner
                                          --------------------------------------
                                          Name: Carol A. Lerner
                                          SSN:

                                       -7-
<PAGE>

                                    EXHIBIT A

                               SUBSTITUTION SPACE

                                 Suite No.: 400

        Rentable Area of Substitution Space: 6,821 rentable square feet

                           [SUBSTITUTION SPACE PLAN]

                                    EXHIBIT A

                                       -1-
<PAGE>

                                   SCHEDULE 1

                                    WORK LIST

      Landlord, at its sole cost and expense (subject to the terms and
provisions of Section VII of this Amendment) shall perform improvements to the
Substitution Space in accordance with the following Work List using Building
standard methods, materials and finishes:

                                    WORK LIST

      1.    Demo all low walls within the Substitution Space;

      2.    Cap off electricity and phone, which were previously located in the
            demolished low walls described above, within the Substitution Space;

      3.    Remove all wall covering on walls affected by the low wall demo;

      4.    Paint all painted surfaces within the Substitution Space, including
            areas where wall covering has been removed;

      5.    Replace existing carpeting and rubber base, as well as carpet the
            large storage room, within the Substitution Space;

      6.    Add phone and electricity in any cubicle areas within the
            Substitution Space where none currently exists; and

      7.    Replace VCT flooring in kitchen area.

This Schedule 1 shall not be deemed applicable to any other additional space
added to the Premises at any time or from time to time, whether by any options
under the Lease or otherwise, or to any portion of the Premises or any additions
to the Premises in the event of a renewal or extension of the Lease Term,
whether by any options under the Lease or otherwise, unless expressly so
provided in an amendment or supplement to the Lease.

                                   SCHEDULE 1

                                      -1-

<PAGE>

                                       THIRD AMENDMENT

      THIS THIRD AMENDMENT (the "Amendment") is made and entered into as of the
1st day of Oct, 2001, by and between EOP-2010 IRVINE, L.L.C., A DELAWARE LIMITED
LIABILITY COMPANY, AS BENEFICIARY OF LAND TRUST DATED JUNE 5, 1997 AND KNOWN AS
STANLEY M. STEVENS TRUST NO. 2010 ("Landlord") and RITZ INTERACTIVE, INC., A
DELAWARE CORPORATION ("Tenant").

                                   WITNESSETH

A.    WHEREAS, Landlord (formerly known as EOP-2010 IRVINE, L.L.C., a Delaware
      limited liability company, as beneficiary of land trust dated June 5, 1997
      and known as Sheli Z. Rosenberg Trust No. 2010) and Tenant (formerly known
      as Phobo.com, Inc., a Delaware corporation) are parties to that certain
      lease dated the 5th day of March, 1999, which lease has been previously
      amended by First Amendment to Lease dated February 16, 2000, Second
      Amendment to Lease and First Amendment to Guaranty dated April 13, 2000,
      and Commencement Letter dated June 1, 2000 (collectively, the "Lease") for
      space currently containing approximately 6,821 rentable square feet
      described as Suite No. 400 on the 4th floor (the "Premises") of the
      building commonly known as 2010 Main Plaza and the address of which is
      2010 Main Street, Irvine, California (the "Building"); and

B.    WHEREAS, Tenant and Landlord mutually desire that the Lease be amended on
      and subject to the terms and conditions hereinafter set forth;

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

      1. AMENDMENT. Landlord and Tenant agree that the Lease shall be amended in
accordance with the following terms and conditions:

      1.    TENANT. Retroactively effective as of July 13, 2001, the Tenant
            shall be known as RITZ INTERACTIVE, INC., A DELAWARE CORPORATION.
            All references in the Lease to Tenant shall refer to RITZ
            INTERACTIVE, INC., A DELAWARE CORPORATION as if RITZ INTERACTIVE,
            INC., A DELAWARE CORPORATION were originally stated as the Tenant
            therein.

      2.    MISCELLANEOUS.

            A.    This Amendment sets forth the entire agreement between the
                  parties with respect to the matters set forth herein. There
                  have been no additional oral or written representations or
                  agreements. Under no circumstances shall Tenant be entitled to
                  any Rent abatement, improvement allowance, leasehold
                  improvements, or other work to the Premises, or any similar
                  economic incentives that may have been provided Tenant in
                  connection with entering into the Lease, unless specifically
                  set forth in this Amendment.

            B.    Except as herein modified or amended, the provisions,
                  conditions and terms of the Lease shall remain unchanged and
                  in full force and effect.

            C.    In the case of any inconsistency between the provisions of the
                  Lease and this Amendment, the provisions of this Amendment
                  shall govern and control.

            D.    Submission of this Amendment by Landlord is not an offer to
                  enter into this Amendment but rather is a solicitation for
                  such an offer by Tenant. Landlord shall not be bound by this
                  Amendment until Landlord has executed and delivered the same
                  to Tenant.

            E.    The capitalized terms used in this Amendment shall have the
                  same definitions as set forth in the Lease to the extent that
                  such capitalized terms are defined therein and not redefined
                  in this Amendment.

            F.    Tenant hereby represents to Landlord that Tenant has dealt
                  with no broker in connection with this Amendment. Tenant
                  agrees to indemnify and hold Landlord, its members,
                  principals, beneficiaries, partners, officers, directors,
                  employees, mortgagee(s) and agents, and the respective
                  principals and

<PAGE>

                  members of any such agents (collectively, the "Landlord
                  Related Parties") harmless from all claims of any brokers
                  claiming to have represented Tenant in connection with this
                  Amendment. Landlord hereby represents to Tenant that Landlord
                  has dealt with no broker in connection with this Amendment.
                  Landlord agrees to indemnify and hold Tenant, its members,
                  principals, beneficiaries, partners, officers, directors,
                  employees, and agents, and the respective principals and
                  members of any such agents (collectively, the "Tenant Related
                  Parties") harmless from all claims of any brokers claiming to
                  have represented Landlord in connection with this Amendment.

            G.    This Amendment shall be of no force and effect unless and
                  until accepted by any guarantors of the Lease, who by signing
                  below shall agree that their guarantee shall apply to the
                  Lease as amended herein, unless such requirement is waived by
                  Landlord in writing.

      IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.

                              LANDLORD:

                              EOP-2010 IRVINE, L.L.C., A DELAWARE LIMITED
                              LIABILITY COMPANY, AS BENEFICIARY OF LAND TRUST
                              DATED JUNE 5, 1997 AND KNOWN AS STANLEY M.
                              STEVENS TRUST NO. 2010

                              By: EOP Operating Limited Partnership, a
                                  Delaware limited partnership, its sole member

                                  By: Equity Office Properties Trust, a
                                      Maryland real estate investment trust, its
                                      general partner

                                      By: /s/ Robert E. Dezzutti
                                          ---------------------------
                                      Name: Robert E. Dezzutti

                                      Title: Senior Vice President

                                   TENANT:

                                   RITZ INTERACTIVE INC., A DELAWARE CORPORATION

                                   By: /s/ Fred H. Lerner
                                       ---------------------------
                                   Name: Fred H. Lerner

                                   Title: President

                                   GUARANTOR:

                                   FRED H. LERNER

                                   /s/ FRED H. LERNER
                                   -------------------------
                                   FRED H. LERNER

                                   Soc. Sec. No.

                                       2
<PAGE>

                                FOURTH AMENDMENT

      THIS FOURTH AMENDMENT (the "Amendment") is made and entered into as of the
10th day of February, 2003, by and between CA-2010 IRVINE LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP, AS BENEFICIARY OF LAND TRUST DATED JUNE 5, 1997
AND KNOWN AS STANLEY M. STEVENS TRUST NO. 2010 ("Landlord"), and RITZ
INTERACTIVE, INC., A DELAWARE CORPORATION ("Tenant").

                                    RECITALS

A.    Landlord (as successor in conversion to EOP-2010 IRVINE, L.L.C., a
      Delaware limited liability company, as beneficiary of land trust dated
      June 5, 1997 and known as Stanley M. Stevens Trust No. 2010) and Tenant
      (formerly known as Phobo.com, Inc., a Delaware corporation) are parties to
      that certain lease dated March 5, 1999, which lease has been previously
      amended by First Amendment to Lease dated February 16, 2000, Second
      Amendment to Lease and First Amendment to Guaranty dated April 13, 2000,
      Third Amendment dated October 1, 2001 and a Commencement Letter dated June
      1, 2000 (collectively, the "Lease"). Pursuant to the Lease, Landlord has
      leased to Tenant space currently containing approximately 6,821 rentable
      square feet (the "Premises") described as Suite No. 400 on the 4th floor
      of the building commonly known as 2010 Main Plaza located at 2010 Main
      Street, Irvine, California (the "Building").

B.    The Lease Term by its terms shall expire on May 31, 2003 ("Second Prior
      Termination Date"), and the parties desire to extend the Lease Term, all
      on the following terms and conditions.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

I.    EXTENSION. The Lease Term is hereby extended for a period of 62 months and
      shall expire on July 31, 2008 ("Third Extended Termination Date"), unless
      sooner terminated in accordance with the terms of the Lease. That portion
      of the Lease Term commencing the day immediately following the Second
      Prior Termination Date ("Third Extension Date") and ending on the Third
      Extended Termination Date shall be referred to herein as the "Third
      Extended Term".

II.   MONTHLY BASE RENTAL. As of the Third Extension Date, the schedule of
      Monthly Base Rental payable with respect to the Premises during the Third
      Extended Term is the following:



                    ANNUAL RATE        ANNUAL              MONTHLY
   PERIOD         PER SQUARE FOOT    BASE RENTAL         BASE RENTAL
   ------         ---------------    -----------         -----------
                                                
6/1/03-7/31/08       $25.20          $171,889.20          $14,324.10


      Notwithstanding the above schedule of Monthly Base Rental to the contrary,
      as long as Tenant is not in default, Tenant shall be entitled to an
      abatement of 2 full calendar months of Monthly Base Rental in the
      aggregate amount of $28,648.20 (i.e. $14,324.10 per month) (the "Abated
      Monthly Base Rental") for the period commencing on July 1, 2003 and ending
      on August 31, 2003 (the "Abatement Period"). The payment by Tenant of the
      Abated Monthly Base Rental in the event of a default shall not limit or
      affect any of Landlord's other rights, pursuant to the Lease or at Law or
      in equity. Only Monthly Base Rental shall be abated during the Abatement
      Period and all other Additional Base Rental and other costs and charges
      specified in the Lease shall remain as due and payable pursuant to the
      provisions of the Lease.

      All such Monthly Base Rental shall be payable by Tenant in accordance with
      the terms of the Lease.

III.  ADDITIONAL SECURITY DEPOSIT. Upon Tenant's execution hereof, Tenant shall
      pay Landlord the sum of $11,729.69 which is added to and becomes part of
      the Security Deposit held Landlord as provided under Article VI of the
      Lease as security for payment

                                       1
<PAGE>

      of Rent and the performance of the other terms and conditions of the Lease
      by Tenant. Accordingly, simultaneous with the execution hereof, the
      Security Deposit is increased from $11,729.69 to $23,459.38.

IV.   BASIC COSTS. For the period commencing on the Third Extension Date and
      ending on the Third Extended Termination Date, Tenant shall pay for
      Tenant's Pro Rata Share of Basic Costs in accordance with the terms of the
      Lease, provided, however, during such period, the Base Year for the
      computation of Tenant's Pro Rata Share of Basic Costs is amended from 2000
      to 2003.

V.    IMPROVEMENTS TO PREMISES.

      A.    CONDITION OF PREMISES. Tenant is in possession of the Premises and
            accepts the same "as is" without any agreements, representations,
            understandings or obligations on the part of Landlord to perform any
            alterations, repairs or improvements, except as may be expressly
            provided otherwise in this Amendment.

      B.    RESPONSIBILITY FOR IMPROVEMENTS TO PREMISES. Landlord shall perform
            improvements to the Premises in accordance with the Work Letter
            attached hereto as EXHIBIT A.

VI.   OTHER PERTINENT PROVISIONS. Landlord and Tenant agree that, effective as
      of the date of this Amendment (unless different effective date(s) is/are
      specifically referenced in this Section), the Lease shall be amended in
      the following additional respects:

      A.    RENEWAL OPTION.

            1.    Grant of Option; Conditions. Tenant shall have the right to
                  extend the Lease Term (the "Renewal Option") for one
                  additional period of 5 years commencing on the day following
                  the Third Termination Date of the Third Extended Term and
                  ending on the 5th anniversary of the Third Termination Date
                  (the "Renewal Term"), if:

                  a.    Landlord receives notice of exercise ("Initial Renewal
                        Notice") not less than 6 full calendar months prior to
                        the expiration of the initial Term and not more than 12
                        full calendar months prior to the expiration of the
                        Third Extended Term; and

                  b.    Tenant is not in default under the Lease beyond any
                        applicable cure periods at the time that Tenant delivers
                        its Initial Renewal Notice or at the time Tenant
                        delivers its Binding Notice (as defined below); and

                  c.    No more than 25% of the Premises is sublet at the time
                        that Tenant delivers its Initial Renewal Notice or at
                        the time Tenant delivers its Binding Notice; and

                  d.    The Lease has not been assigned (excluding permitted
                        transfers) prior to the date that Tenant delivers its
                        Initial Renewal Notice or prior to the date Tenant
                        delivers its Binding Notice.

            2.    Terms Applicable to Premises During Renewal Term.

                  a.    The initial Monthly Base Rental rate per rentable square
                        foot for the Premises during the Renewal Term shall
                        equal the Prevailing Market (hereinafter defined) rate
                        per rentable square foot for the Premises. Monthly Base
                        Rental attributable to the Premises shall be payable in
                        monthly installments in accordance with the terms and
                        conditions of Article IV of the Lease.

                  b.    Tenant shall pay Additional Base Rental (i.e. Basic
                        Costs) for the Premises during the Renewal Term in
                        accordance with Article IV of the Lease, and the manner
                        and method in which Tenant reimburses Landlord for
                        Tenant's share of Basic Costs and the Base Year, if any,
                        applicable to such matter, shall be some of the factors

                                       2
<PAGE>

                        considered in determining the Prevailing Market rate for
                        the Renewal Term.

            3.    Procedure for Determining Prevailing Market. Within 30 days
                  after receipt of Tenant's Initial Renewal Notice, Landlord
                  shall advise Tenant of the applicable Monthly Base Rental rate
                  for the Premises for the Renewal Term. Tenant, within 15 days
                  after the date on which Landlord advises Tenant of the
                  applicable Monthly Base Rental rate for the Renewal Term,
                  shall either (i) give Landlord final binding written notice
                  ("Binding Notice") of Tenant's exercise of its Renewal Option,
                  or (ii) if Tenant disagrees with Landlord's determination,
                  provide Landlord with written notice of rejection (the
                  "Rejection Notice"). If Tenant fails to provide Landlord with
                  either a Binding Notice or Rejection Notice within such 15 day
                  period, Tenant's Renewal Option shall be null and void and of
                  no further force and effect. If Tenant provides Landlord with
                  a Binding Notice, Landlord and Tenant shall enter into the
                  Renewal Amendment (as defined below) upon the terms and
                  conditions set forth herein. If Tenant provides Landlord with
                  a Rejection Notice, Landlord and Tenant shall work together in
                  good faith to agree upon the Prevailing Market rate for the
                  Premises during the Renewal Term. When Landlord and Tenant
                  have agreed upon the Prevailing Market rate for the Premises,
                  such agreement shall be reflected in a written agreement
                  between Landlord and Tenant, whether in a letter or otherwise,
                  and Landlord and Tenant shall enter into the Renewal Amendment
                  in accordance with the terms and conditions hereof.
                  Notwithstanding the foregoing, if Landlord and Tenant are
                  unable to agree upon the Prevailing Market rate for the
                  Premises within 30 days after the date Tenant provides
                  Landlord with the Rejection Notice, Tenant's Renewal Option
                  shall be deemed to be null and void and of no force and
                  effect.

            4.    Renewal Amendment. If Tenant is entitled to and properly
                  exercises its Renewal Option, Landlord shall prepare an
                  amendment (the "Renewal Amendment") to reflect changes in the
                  Monthly Base Rental, Lease Term, Termination Date and other
                  appropriate terms. The Renewal Amendment shall be sent to
                  Tenant within a reasonable time after Landlord's receipt of
                  the Binding Notice or other written agreement by Landlord and
                  Tenant regarding the Prevailing Market rate, and Tenant shall
                  execute and return the Renewal Amendment to Landlord within 15
                  days after Tenant's receipt of same, but, upon final agreement
                  by Landlord and Tenant of the Prevailing Market rate
                  applicable during the Renewal Term as described herein, an
                  otherwise valid exercise of the Renewal Option shall be fully
                  effective whether or not the Renewal Amendment is executed.

            5.    Definition of Prevailing Market. For purposes of this Renewal
                  Option, "Prevailing Market" shall mean the arms length fair
                  market annual rental rate per rentable square foot under
                  renewal leases, new leases and amendments entered into on or
                  about the date on which the Prevailing Market is being
                  determined hereunder for space comparable to the Premises in
                  the Building and office buildings comparable to the Building
                  in the Irvine, Costa Mesa, Santa Ana areas of the John Wayne
                  Airport area , marketplace. The determination of Prevailing
                  Market shall take into account any material economic
                  differences between the terms of the Lease and any comparison
                  lease or amendment, such as rent abatements, commissions,
                  construction costs and other concessions and the manner, if
                  any, in which the landlord under any such lease is reimbursed
                  for operating expenses and taxes. The determination of
                  Prevailing Market shall also take into consideration any
                  reasonably anticipated changes in the Prevailing Market rate
                  from the time such Prevailing Market rate is being determined
                  and the time such Prevailing Market rate will become effective
                  under the Lease.

      B.    HVAC. Effective as of the Third Extension Date, the following shall
            be added to the end of Article VII.A.2 of the Lease:

                                       3
<PAGE>

            "Tenant shall be entitled to receive 25 hours of free-after hours
            HVAC per calendar year, which hours shall not be cumulative or
            compounded."

      C.    PARKING. Effective as of the Third Extension Date and ending on the
            Third Extended Termination Date, and subject to the terms and
            conditions of the Lease as amended hereby, Exhibit F of the Lease,
            as amended, shall be further amended to reflect that Tenant agrees
            to lease from Landlord and Landlord agrees to lease to Tenant, and
            Tenant shall pay for, whether or not Tenant uses, a minimum of 10
            and a maximum of 27 unreserved parking spaces, but shall lease 1
            reserved parking spaces (collectively, the "Parking Spaces") in the
            Building parking facilities, for use by Tenant and/or its employees
            applicable to the Premises. Notwithstanding the foregoing, upon
            Tenant's written request and subject to Landlord's availability,
            Tenant may request additional parking spaces during the Third
            Extended Term. Tenant shall pay to Landlord $35.00 per month per
            unreserved parking space and $65.00 per month per reserved parking
            space. The use of such Parking Spaces shall otherwise be in
            accordance with the terms of the Lease, including, without
            limitation, the terms of the Parking Agreement attached to the Lease
            as Exhibit F.

      D.    GUARANTY OF LEASE. Effective as of the Third Extension Date and
            provided Tenant is not in default of the Lease, the Guaranty of
            Lease set forth in Exhibit G of the Lease, as amended, shall be
            deleted in its entirety and of no further force or effect.

      E.    HOLDING OVER. Effective as of the Third Extension Date and provided
            Tenant is not in default of the Lease, "twice the sum of the Base
            Rental and Additional Base Rental" set forth in the 2nd sentence of
            Article XXIX shall be deleted and "150% of the sum of the Monthly
            Base Rental and Additional Base Rental" shall be substituted
            therefor.

VII.  MISCELLANEOUS.

      A.    This Amendment and the attached exhibits, which are hereby
            incorporated into and made a part of this Amendment, set forth the
            entire agreement between the parties with respect to the matters set
            forth herein. There have been no additional oral or written
            representations or agreements. Under no circumstances shall Tenant
            be entitled to any Rent abatement, improvement allowance, leasehold
            improvements, or other work to the Premises, or any similar economic
            incentives that may have been provided Tenant in connection with
            entering into the Lease, unless specifically set forth in this
            Amendment.

      B.    Except as herein modified or amended, the provisions, conditions and
            terms of the Lease shall remain unchanged and in full force and
            effect.

      C.    In the case of any inconsistency between the provisions of the Lease
            and this Amendment, the provisions of this Amendment shall govern
            and control.

      D.    Submission of this Amendment by Landlord is not an offer to enter
            into this Amendment but rather is a solicitation for such an offer
            by Tenant. Landlord shall not be bound by this Amendment until
            Landlord has executed and delivered the same to Tenant.

      E.    The capitalized terms used in this Amendment shall have the same
            definitions as set forth in the Lease to the extent that such
            capitalized terms are defined therein and not redefined in this
            Amendment.

      F.    Tenant hereby represents to Landlord that Tenant has dealt with no
            broker other than Insignia in connection with this Amendment. Tenant
            agrees to indemnify and hold Landlord, its members, principals,
            beneficiaries, partners, officers, directors, employees,
            mortgagee(s) and agents, and the respective principals and members
            of any such agents (collectively, the "Landlord Related Parties")
            harmless from all claims of any brokers claiming to have represented
            Tenant in connection with this Amendment. Landlord hereby represents
            to Tenant that Landlord has dealt with no broker in connection with
            this Amendment. Landlord agrees to indemnify and hold Tenant, its
            members, principals, beneficiaries, partners, officers, directors,
            employees, and agents, and the respective principals and members of
            any such

                                       4
<PAGE>

            agents (collectively, the "Tenant Related Parties") harmless from
            all claims of any brokers claiming to have represented Landlord in
            connection with this Amendment.

      G.    Each signatory of this Amendment represents hereby that he or she
            has the authority to execute and deliver the same on behalf of the
            party hereto for which such signatory is acting.

      H.    At Landlord's option, this Amendment shall be of no force and effect
            unless and until accepted by any guarantors of the Lease, who by
            signing below shall agree that their guaranty shall apply to the
            Lease as amended herein, unless such requirement is waived by
            Landlord in writing.

                       [SIGNATURES ARE ON FOLLOWING PAGE]

                                       5
<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.

                    LANDLORD:

                    CA-2010 IRVINE LIMITED PARTNERSHIP, A DELAWARE
                    LIMITED PARTNERSHIP, AS BENEFICIARY OF LAND TRUST DATED
                    JUNE 5, 1997 AND KNOWN AS STANLEY M. STEVENS TRUST
                    NO. 2010

                    By: EOM GP, L.L.C., a Delaware limited liability
                        company, its general partner

                         By: Equity Office Management, L.L.C., a
                             Delaware limited liability company, its non-
                             member manager

                             By: /s/ Frank R. Campbell
                                 -------------------------
                             Name: Frank R. Campbell
                             Title: Vice President

                    TENANT:

                    RITZ INTERACTIVE, LNC., A DELAWARE CORPORATION

                    By: /s/ Fred H. Lerner
                        -------------------------
                    Name: Fred H. Lerner
                    Title: President

                                       6
<PAGE>

                                    EXHIBIT A

                                   WORK LETTER

This Exhibit is attached to and made a part of the Amendment by and
betweenCA-2010 IRVINE LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP, AS
BENEFICIARY OF LAND TRUST DATED JUNE 5,1997 AND KNOWN AS STANLEY M. STEVENS
TRUST NO. 2010 ("Landlord") and RITZ INTERACTIVE, INC., A DELAWARE CORPORATION
("Tenant") for space in the Building located at 2010 Main Street, Irvine,
California.

As used in this Workletter, the "Premises" shall be deemed to mean the Premises,
as initially defined in the attached Amendment.

1.    This Work Letter shall set forth the obligations of Landlord and Tenant
      with respect to the improvements to be performed in the Premises for
      Tenant's use. All improvements described in this Work Letter to be
      constructed in and upon the Premises by Landlord are hereinafter referred
      to as the "Landlord Work." It is agreed that construction of the Landlord
      Work will be completed at Tenant's sole cost and expense, subject to the
      Allowance (as defined below). Landlord shall enter into a direct contract
      for the Landlord Work with a general contractor selected by Landlord. In
      addition, Landlord shall have the right to select and/or approve of any
      subcontractors used in connection with the Landlord Work.

2.    Tenant shall be solely responsible for the timely preparation and
      submission to Landlord of the final architectural, electrical and
      mechanical construction drawings, plans and specifications (called
      "Plans") necessary to construct the Landlord Work, which plans shall be
      subject to approval by Landlord and Landlord's architect and engineers and
      shall comply with their requirements to avoid aesthetic or other conflicts
      with the design and function of the balance of the Building. Tenant shall
      be responsible for all elements of the design of Tenant's plans
      (including, without limitation, compliance with law, functionality of
      design, the structural integrity of the design, the configuration of the
      Premises and the placement of Tenant's furniture, appliances and
      equipment), and Landlord's approval of Tenant's plans shall in no event
      relieve Tenant of the responsibility for such design. If requested by
      Tenant, Landlord's architect will prepare the Plans necessary for such
      construction at Tenant's cost. Whether or not the layout and Plans are
      prepared with the help (in whole or in part) of Landlord's architect,
      Tenant agrees to remain solely responsible for the timely preparation and
      submission of the Plans and for all elements of the design of such Plans
      and for all costs related thereto. Tenant has assured itself by direct
      communication with the architect and engineers (Landlord's or its own, as
      the case may be) that the final approved Plans can be delivered to
      Landlord on or before 10 Business Days following the date of full mutual
      execution of the Amendment to which this Exhibit is attached (the "Plans
      Due Date"), provided that Tenant promptly furnishes complete information
      concerning its requirements to said architect and engineers as and when
      requested by them. Tenant covenants and agrees to cause said final,
      approved Plans to be delivered to Landlord on or before said Plans Due
      Date and to devote such time as may be necessary in consultation with said
      architect and engineers to enable them to complete and submit the Plans
      within the required time limit. Time is of the essence in respect of
      preparation and submission of Plans by Tenant. If the Plans are not fully
      completed and approved by the Plans Due Date, Tenant shall be responsible
      for one day of Tenant delay (as defined in the Amendment to which this
      Exhibit is attached) for each day during the period beginning on the day
      following the Plans Due Date and ending on the date completed Plans are
      approved. (The word "architect" as used in this Exhibit shall include an
      interior designer or space planner.)

3.    If Landlord's estimate and/or the actual cost of construction shall exceed
      the Allowance, Landlord, prior to commencing any construction of Landlord
      Work, shall submit to Tenant a written estimate setting forth the
      anticipated cost of the Landlord Work, including but not limited to labor
      and materials, contractor's fees and permit fees. Within 3 Business Days
      thereafter, Tenant shall either notify Landlord in writing of its approval
      of the cost estimate, or specify its objections thereto and any desired
      changes to the proposed Landlord Work. If Tenant notifies Landlord of such
      objections and desired changes, Tenant shall work with Landlord to reach a
      mutually acceptable alternative cost estimate.

                                       7
<PAGE>

4.    If Landlord's estimate and/or the actual cost of construction shall exceed
      the Allowance, if any (such amounts exceeding the Allowance being herein
      referred to as the "Excess Costs"), Tenant shall pay to Landlord such
      Excess Costs, plus any applicable state sales or use tax thereon, upon
      demand. The statements of costs submitted to Landlord by Landlord's
      contractors shall be conclusive for purposes of determining the actual
      cost of the items described therein. The amounts payable by Tenant
      hereunder constitute Rent payable pursuant to the Lease, and the failure
      to timely pay same constitutes an event of default under the Lease.

5.    If Tenant shall request any change, addition or alteration in any of the
      Plans after approval by Landlord, Landlord shall have such revisions to
      the drawings prepared, and Tenant shall reimburse Landlord for the cost
      thereof, plus any applicable state sales or use tax thereon, upon demand.
      Promptly upon completion of the revisions, Landlord shall notify Tenant in
      writing of the increased cost which will be chargeable to Tenant by reason
      of such change, addition or deletion. Tenant, within one Business Day,
      shall notify Landlord in writing whether it desires to proceed with such
      change, addition or deletion. In the absence of such written
      authorization, Landlord shall have the option to continue work on the
      Premises disregarding the requested change, addition or alteration, or
      Landlord may elect to discontinue work on the Premises until it receives
      notice of Tenant's decision, in which event Tenant shall be responsible
      for any Tenant Delay in completion of the Premises resulting therefrom. If
      such revisions result in a higher estimate of the cost of construction
      and/or higher actual construction costs which exceed the Allowance, such
      increased estimate or costs shall be deemed Excess Costs pursuant to
      Paragraph 4 hereof and Tenant shall pay such Excess Costs, plus any
      applicable state sales or use tax thereon, upon demand.

6.    Following approval of the Plans and the payment by Tenant of the required
      portion of the Excess Costs, if any, Landlord shall cause the Landlord
      Work to be constructed substantially in accordance with the approved
      Plans. Landlord shall notify Tenant of substantial completion of the
      Landlord Work.

7.    Landlord, provided Tenant is not in default, agrees to provide Tenant with
      an allowance (the "Allowance") in an amount not to exceed $68,210.00
      (i.e., $10.00 per rentable square foot of the Premises) to be applied
      toward the cost of the Landlord Work in the Premises. If the Allowance
      shall not be sufficient to complete the Landlord Work, Tenant shall pay
      the Excess Costs, plus any applicable state sales or use tax thereon, as
      prescribed in Paragraph 4 above. Any portion of the Allowance which
      exceeds the cost of the Landlord Work or is otherwise remaining after
      December 31, 2004, ("Unused Allowance") shall accrue to the sole benefit
      of Landlord, it being agreed that Tenant shall not be entitled to any
      credit, offset, abatement or payment with respect thereto. Notwithstanding
      the foregoing, commencing as of September 1, 2003 and terminating as of
      May 31, 2004, upon written request of Tenant, Landlord shall to the extent
      of any Unused Allowance, (a) apply up to $8,526.25 (i.e. $1.25 per
      rentable square foot of the Premises) of the Unused Allowance against the
      installments of Monthly Base Rental and Additional Base Rental due under
      the Lease commencing on September 1, 2003 and (b) apply up to $20,463.00
      (i.e. $3.00 per rentable square foot of the Premises) of the Unused
      Allowance for any costs and expenses incurred by Tenant in connection with
      the purchase, lease or improvement of any built-in and/or movable
      furniture, equipment, trade fixtures, phone and data cabling, phone
      systems and/or signage (collectively, "Equipment Allowance"). Landlord
      shall disburse the Equipment Allowance, or applicable portion thereof, to
      Tenant within forty-five (45) days after the Landlord's receipt of paid
      invoices from Tenant with respect to the Equipment in question. Landlord
      shall be entitled to deduct from the Allowance a construction management
      fee for Landlord's oversight of the Landlord Work in an amount equal to 3%
      of the total cost of the Landlord Work.

8.    Tenant acknowledges that the Landlord Work may be performed by Landlord in
      the Premises during Normal Business Hours subsequent to the Third
      Extension Date. Landlord and Tenant agree to cooperate with each other in
      order to enable the Landlord Work to be performed in a timely manner and
      with as little inconvenience to the operation of Tenant's business as is
      reasonably possible. Notwithstanding anything herein to the contrary, any
      delay in the completion of the Landlord Work or inconvenience suffered by
      Tenant during the performance of the Landlord Work shall not delay the
      Third Extension Date nor shall it subject Landlord to any liability for
      any loss or damage resulting therefrom or entitle Tenant to any credit,
      abatement or adjustment of

                                       8
<PAGE>

      Rent or other sums payable under the Lease.

9.    This Exhibit shall not be deemed applicable to any additional space added
      to the Premises at any time or from time to time, whether by any options
      under the Lease or otherwise, or to any portion of the original Premises
      or any additions to the Premises in the event of a renewal or extension of
      the original Term of the Lease, whether by any options under the Lease or
      otherwise, unless expressly so provided in the Lease or any amendment or
      supplement to the Lease.

                                       9
<PAGE>

                                 FIFTH AMENDMENT

      THIS FIFTH AMENDMENT ("Amendment") is made as of this 11th day of November
2003, by and between CA-2010 IRVINE LIMITED PARTNERSHIP, A DELAWARE LIMITED
PARTNERSHIP, AS BENEFICIARY OF LAND TRUST DATED JUNE 5, 1997 AND KNOWN AS
STANLEY M. STEVENS, TRUST NO. 2010 ("Landlord") and RITZ INTERACTIVE, INC., A
DELAWARE CORPORATION ("Tenant").

                                    RECITALS:

A.    Landlord (as successor by conversion to EOP-2010 Irvine, L.L.C., a
      Delaware limited liability company, as beneficiary of land trust dated
      June 5, 1997 and known as Stanley M. Stevens Trust No. 2010) and Tenant
      (formerly know as Phobo.Com, a Delaware corporation) are parties to that
      certain lease dated March 5, 1999, which lease has been previously amended
      by First Amendment to Lease dated February 16, 2000, Second Amendment to
      Lease and First Amendment to Guaranty dated April 13, 2000, Third
      Amendment dated October 1, 2001, Fourth Amendment dated February 10, 2003
      and Commencement Letters dated April 13, 2000 and June 1, 2000
      (collectively, the "Lease"). Pursuant to the Lease, Landlord has leased to
      Tenant space currently containing approximately 6,821 rentable square feet
      (the "Premises") described as Suite No. 400 on the 4th floor of the
      building commonly known as 2010 Main Plaza located at 2010 Main Street,
      Irvine, California (the "Building").

B.    Landlord and Tenant desire to enter into this Amendment for the purpose of
      adding storage space to the Lease and otherwise supplementing the Lease as
      hereinafter set forth.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency whereof being acknowledged, Landlord and Tenant agree as follows:

I.    ADDITION OF STORAGE SPACE.

      A.    Landlord leases to Tenant and Tenant accepts the space containing
            approximately 209 square feet described as Storage Cage #22 on the
            basement floor of the Building, as shown on EXHIBIT A attached
            hereto (the "Storage Space"), for the term (the "Storage Term")
            commencing on November 10, 2003 ("Storage Commencement Date") and
            ending on December 9, 2003 ("Storage Expiration Date"). The Storage
            Term shall automatically renew for consecutive periods of one (1)
            month each until terminated by either party with at least 30 days'
            advance written notice of termination delivered to the other party.
            Any such termination shall be effective as of the termination date
            specified in such notice. Notwithstanding anything to the contrary
            contained herein, if the Lease or Tenant's right to possession of
            the Premises thereunder terminates prior to the Storage Expiration
            Date, as same may be extended herein, then the Storage Expiration
            Date shall be such earlier termination date.

      B.    The Storage Space shall be used by Tenant for the storage of
            equipment, inventory or other non-perishable items normally used in
            Tenant's business, and for no other purpose whatsoever. Tenant
            agrees to keep the Storage Space in a neat and orderly fashion and
            to keep all stored items in cartons, file cabinets or other suitable
            containers. Landlord shall have the right to designate the location
            within the Storage Space of any items to be placed therein. All
            items stored in the Storage Space shall be elevated at least 6
            inches above the floor on wooden pallets, and shall be at least 18
            inches below the bottom of all sprinklers located in the ceiling of
            the Storage Space, if any. Tenant shall not store anything in the
            Storage Space which is unsafe or which otherwise may create a
            hazardous condition, or which may increase Landlord's insurance
            rates, or cause a cancellation or modification of Landlord's
            insurance coverage. Without limitation, Tenant shall not store any
            flammable, combustible or explosive fluid, chemical or substance nor
            any perishable food or beverage products, except with Landlord's
            prior written approval. Landlord reserves the right to adopt and
            enforce reasonable rules and regulations governing the use of the
            Storage Space from time to time. Upon expiration or earlier
            termination of Tenant's rights to the Storage Space, Tenant shall
            completely vacate and surrender the Storage Space to Landlord in the
            condition in which it was delivered to Tenant, ordinary wear and
            tear

                                       1
<PAGE>

            excepted, broom-clean and empty of all personalty and other items
            placed therein by or on behalf of Tenant.

      C.    Tenant shall pay rent for the Storage Space ("Storage Base Rent") in
            the sum of $261.25 per month, plus applicable sale and use taxes,
            each payable in advance on or before the first day of each month of
            the Storage Term. Any partial month shall be appropriately prorated.
            All Storage Base Rent shall be payable in the same manner that Base
            Rental is payable under the Lease.

            All Storage Base Rent shall be payable in the same manner that Base
            Rental is payable under the Lease.

      D.    All terms and provisions of the Lease shall be applicable to the
            Storage Space, including, without limitation, Article XV (Indemnity
            and Waiver of Claims) and Article XVI (Tenant's Insurance), except
            that Landlord need not supply air-cooling, heat, water, janitorial
            service, cleaning, passenger or freight elevator service, window
            washing or electricity to the Storage Space and Tenant shall not be
            entitled to any work allowances, rent credits, expansion rights or
            renewal rights with respect to the Storage Space unless such
            concessions or rights are specifically provided for herein with
            respect to the Storage Space. Landlord shall not be liable for any
            theft or damage to any items or materials stored in the Storage
            Space, it being understood that Tenant is using the Storage Space at
            its own risk. Any default by Tenant under this Storage Space
            provision remaining uncured for a period extending beyond the
            expiration of any applicable cure period described in the "default"
            section of the Lease shall be a default under the Lease, it being
            agreed that the provisions of the Lease with respect to Tenant
            defaults shall apply to any default by Tenant hereunder. The Storage
            Space shall not be included in the determination of Tenant's Pro
            Rata Share under the Lease nor shall Tenant be required to pay Basic
            Costs in connection with the Storage Space.

      E.    Tenant agrees to accept the Storage Space in its condition and
            "as-built" configuration existing on the earlier of the date Tenant
            takes possession of the Storage Space or the Storage Commencement
            Date.

      F.    At any time and from time to time, Landlord shall have the right to
            relocate the Storage Space to a new location which shall be no
            smaller than the square footage of the Storage Space. Landlord shall
            pay the direct, out-of-pocket, reasonable expenses of such
            relocation.

      G.    Storage Base Rent is deemed Rent under the Lease.

      H.    If Tenant assigns the Lease or sublets all or any part of the
            Premises, Landlord, at its option, may terminate Tenant's rights to
            the Storage Space effective as of 30 days after notice to Tenant.
            Additionally, notwithstanding anything set forth in Article XII
            (Assignment and Subletting) of the Lease to the contrary, Tenant
            shall not, without the prior written consent of Landlord, which
            consent may be withheld in Landlord's sole discretion, assign,
            sublease, transfer or encumber the Storage Space or grant any
            license, concession or other right of occupancy or permit the use of
            the Storage Space by any party other than Tenant.

II.   MISCELLANEOUS.

      A.    This Amendment sets forth the entire agreement between the parties
            with respect to the matters set forth herein. There have been no
            additional oral or written representations or agreements. Under no
            circumstances shall Tenant be entitled to any Rent abatement,
            improvement allowance, leasehold improvements, or other work to the
            Premises, or any similar economic incentives that may have been
            provided Tenant in connection with entering into the Lease, unless
            specifically set forth in this Amendment.

      B.    Except as herein modified or amended, the provisions, conditions and
            terms of the Lease shall remain unchanged and in full force and
            effect.

      C.    In the case of any inconsistency between the provisions of the Lease
            and this Amendment, the provisions of this Amendment shall govern
            and control.

                                       2
<PAGE>

      D.    Submission of this Amendment by Landlord is not an offer to enter
            into this Amendment but rather is a solicitation for such an offer
            by Tenant. Landlord shall not be bound by this Amendment until
            Landlord has executed and delivered the same to Tenant.

      E.    The capitalized terms used in this Amendment shall have the same
            definitions as set forth in the Lease to the extent that such
            capitalized terms are defined therein and not redefined in this
            Amendment.

      F.    Tenant hereby represents to Landlord that Tenant has dealt with no
            broker in connection with this Amendment. Tenant agrees to indemnify
            and hold Landlord, its members, principals, beneficiaries, partners,
            officers, directors, employees, mortgagee(s) and agents, and the
            respective principals and members of any such agents (collectively,
            the "Landlord Related Parties") harmless from all claims of any
            brokers claiming to have represented Tenant in connection with this
            Amendment. Landlord hereby represents to Tenant that Landlord has
            dealt with no broker in connection with this Amendment. Landlord
            agrees to indemnify and hold Tenant, its members, principals,
            beneficiaries, partners, officers, directors, employees, and agents,
            and the respective principals and members of any such agents
            (collectively, the "Tenant Related Parties") harmless from all
            claims of any brokers claiming to have represented Landlord in
            connection with this Amendment.

            Equity Office Properties Management Corp. ("EOPMC") is an affiliate
            of Landlord and represents only the Landlord in this transaction.
            Any assistance rendered by any agent or employee of EOPMC in
            connection with this Amendment or any subsequent amendment or
            modification hereto has been or will be made as an accommodation to
            Tenant solely in furtherance of consummating the transaction on
            behalf of Landlord, and not as agent for Tenant.

      G.    Each signatory of this Amendment represents hereby that he or she
            has the authority to execute and deliver the same on behalf of the
            party hereto for which such signatory is acting.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       3
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.

                       LANDLORD:

                       CA-2010 IRVINE LIMITED PARTNERSHIP, A DELAWARE
                       LIMITED PARTNERSHIP

                       By: EOM   GP,   L.L.C., a   Delaware limited liability
                           company, its general partner

                            By: Equity Office Management, L.L.C., a
                                Delaware limited liability company, its non-
                                member manager

                                By: Robert E. Dezzutti
                                    -----------------------------------
                                Name: Robert E. Dezzutti

                                Title: SENIOR VICE PRESIDENT

                        TENANT:

                        RITZ INTERACTIVE, INC.,A DELAWARE CORPORATION

                        By: /s/ Fred Lerner
                            ----------------------
                        Name: FRED LERNER

                        Title: PRESIDENT & CEO

                                       4
<PAGE>

                                    EXHIBIT A

                      OUTLINE AND LOCATION OF STORAGE SPACE

                  [OUTLINE AND LOCATION OF STORAGE SPACE PLAN]

                                       5
<PAGE>

                                 SIXTH AMENDMENT

THIS SIXTH AMENDMENT (THE "AMENDMENT") is made and entered into as of February
14, 2005 by and between CA-2010 IRVINE LIMITED PARTNERSHIP, A DELAWARE LIMITED
PARTNERSHIP ("Landlord") and RITZ INTERACTIVE, INC., A DELAWARE CORPORATION
("Tenant").

                                    RECITALS

A.    Landlord (as successor by conversion to EOP-2010 Irvine, L.L.C., a
      Delaware limited liability company, as beneficiary of land trust dated
      June 5,1997 and known as Stanley M. Stebens Trust No. 2010) and Tenant
      (formerly known as Phobo.com, a Delaware corporation) are parties to that
      certain lease dated March 5, 1999, which lease has been previously amended
      by First Amendment to Lease dated February 16, 2000, Second Amendment to
      Lease and First Amendment to Guaranty dated April 13, 2000, Third
      Amendment dated October 1, 2001, Fourth Amendment dated February 10, 2003
      ("Fourth Amendment") and Fifth Amendment dated November 11, 2003
      (collectively, the "LEASE"). Pursuant to the Lease, Landlord has leased to
      Tenant space currently containing approximately 6,821 rentable square feet
      (the "PREMISES") described as Suite No. 400 on the 4lh floor of the
      building commonly known as 2010 Main Plaza located at 2010 Main Street,
      Irvine, California (the "BUILDING").

B.    Tenant and Landlord mutually desire that the Lease be amended on and
      subject to the following terms and conditions.

      NOW, THEREFORE, in consideration of the above recitals which by this
reference are incorporated herein, the mutual covenants and conditions contained
herein and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Landlord and Tenant agree as follows:

1.    AMENDMENT. Effective as of the date hereof (unless different effective
      date(s) is/are specifically referenced in this Section), Landlord and
      Tenant agree that the Lease shall be amended in accordance with the
      following terms and conditions:

      1.01. Pursuant to the Fourth Amendment, Exhibit A, (Work Letter),
      paragraph 7 is hereby deleted in its entirety and replaced with the
      following:

        "7.  Landlord, provided Tenant is not in default, agrees to provide
             Tenant with an allowance (the "Allowance") in an amount not to
             exceed $68,210.00 (i.e., $10.00 per rentable square foot of the
             Premises) to be applied toward the cost of the Landlord Work in the
             Premises. If the Allowance shall not be sufficient to complete the
             Landlord Work, Tenant shall pay the Excess Costs, plus any
             applicable state sales or use tax thereon, as prescribed in
             Paragraph 4 above. If Tenant does not submit a request for payment
             of the entire Allowance to Landlord in accordance with the
             provisions contained in this Exhibit between the months of January
             1, 2006 and February 28, 2006, ("Unused Allowance") any unused
             amount shall accrue to the sole benefit of Landlord, it being
             understood that Tenant shall not be entitled to any credit,
             abatement or other concession in connection therewith.
             Notwithstanding the foregoing, commencing as of September 1, 2003
             and terminating as of May 31, 2004, upon written request of Tenant,
             Landlord shall to the extent of any Unused Allowance, (a) apply up
             to $8,526.25 (i.e. $1.25 per rentable square foot of the Premises)
             of the Unused Allowance against the installments of Monthly Base
             Rental and Additional Base Rental due under the Lease commencing on
             September 1, 2003 and (b) apply up to $20,463.00 (i.e. $3.00 per
             rentable square foot of the Premises) of the Unused Allowance for
             any costs and expenses incurred by Tenant in connection with the
             purchase, lease or improvement of any built-in and/or movable
             furniture, equipment, trade fixtures, phone and data cabling, phone
             systems and/or signage (collectively, "Equipment Allowance").
             Landlord shall disburse the Equipment Allowance, or applicable
             portion thereof, to Tenant within forty-five (45) days after the
             Landlord's receipt of paid invoices from Tenant with respect to the
             Equipment in question. Landlord shall be entitled to deduct from
             the Allowance a construction management fee for

<PAGE>

               Landlord's oversight of the Landlord Work in an amount equal to
               3% of the total cost of the Landlord Work. Except as modified
               herein, the terms of Exhibit A shall remain in full force and
               effect."

2.    MISCELLANEOUS.

      2.01. This Amendment and the attached exhibits, which are hereby
            incorporated into and made a part of this Amendment, set forth the
            entire agreement between the parties with respect to the matters set
            forth herein. There have been no additional oral or written
            representations or agreements. Under no circumstances shall Tenant
            be entitled to any Rent abatement, improvement allowance, leasehold
            improvements, or other work to the Premises, or any similar economic
            incentives that may have been provided Tenant in connection with
            entering into the Lease, unless specifically set forth in this
            Amendment. Tenant agrees that neither Tenant nor its agents or any
            other parties acting on behalf of Tenant shall disclose any matters
            set forth in this Amendment or disseminate or distribute any
            information concerning the terms, details or conditions hereof to
            any person, firm or entity without obtaining the express written
            consent of Landlord.

      2.02. Except as herein modified or amended, the provisions, conditions and
            terms of the Lease shall remain unchanged and in full force and
            effect.

      2.03. In the case of any inconsistency between the provisions of the Lease
            and this Amendment, the provisions of this Amendment shall govern
            and control.

      2.04. Submission of this Amendment by Landlord is not an offer to enter
            into this Amendment but rather is a solicitation for such an offer
            by Tenant. Landlord shall not be bound by this Amendment until
            Landlord has executed and delivered the same to Tenant.

      2.05. The capitalized terms used in this Amendment shall have the same
            definitions as set forth in the Lease to the extent that such
            capitalized terms are defined therein and not redefined in this
            Amendment.

      2.06. Tenant hereby represents to Landlord that Tenant has dealt with no
            broker in connection with this Amendment. Tenant agrees to indemnify
            and hold Landlord, its members, principals, beneficiaries, partners,
            officers, directors, employees, mortgagee(s) and agents, and the
            respective principals and members of any such agents (collectively,
            the "LANDLORD RELATED PARTIES") harmless from all claims of any
            brokers claiming to have represented Tenant in connection with this
            Amendment. Landlord hereby represents to Tenant that Landlord has
            dealt with no broker in connection with this Amendment. Landlord
            agrees to indemnify and hold Tenant, its members, principals,
            beneficiaries, partners, officers, directors, employees, and agents,
            and the respective principals and members of any such agents
            (collectively, the "TENANT RELATED PARTIES") harmless from all
            claims of any brokers claiming to have represented Landlord in
            connection with this Amendment.

            Equity Office Properties Management Corp. ("EOPMC") is an affiliate
            of Landlord and represents only the Landlord in this transaction.
            Any assistance rendered by any agent or employee of EOPMC in
            connection with this Amendment or any subsequent amendment or
            modification hereto has been or will be made as an accommodation to
            Tenant solely in furtherance of consummating the transaction on
            behalf of Landlord, and not as agent for Tenant.

      2.07. Each signatory of this Amendment represents hereby that he or she
            has the authority to execute and deliver the same on behalf of the
            party hereto for which such signatory is acting.

                       [SIGNATURES ARE ON FOLLOWING PAGE]

<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.

                     LANDLORD:

                     CA-2010 IRVINE LIMITED PARTNERSHIP, A DELAWARE
                     LIMITED PARTNERSHIP

                     By: EOM GP, L.L.C.,   a   Delaware  limited liability
                         company, its general partner

                         By: Equity Office Management, L.L.C., a
                             Delaware limited liability company, its non-
                             member manager

                             By: /s/ Frank R. Campbell
                                 -------------------------
                             Name: Frank R. Campbell
                             Title: Vice President

                     TENANT:

                     RITZ INTERACTIVE, A DELAWARE CORPORATION

                     By: /s/ Fred H. Lerner
                         -----------------------
                     Name: Fred H. Lerner
                     Title: President

<PAGE>

                                SEVENTH AMENDMENT

                           (STORAGE SPACE SUPPLEMENT)

THIS SEVENTH AMENDMENT (the "AMENDMENT") is made and entered into as of 1/15,
2005, by and between CA-2010 IRVINE LIMITED PARTNERSHIP, A DELAWARE LIMITED
PARTNERSHIP ("Landlord") and RITZ INTERACTIVE, INC., A DELAWARE CORPORATION
("Tenant").

                                    RECITALS:

A.    Landlord (as successor by conversion to EOP-2010 Irvine, L.L.C., a
      Delaware limited liability company, as beneficiary of land trust dated
      June 5, 1997 and known as Stanley M. Stebens Trust No. 2010) and Tenant
      (formerly known as Phobo.com, a Delaware corporation) are parties to that
      certain lease dated March 5, 1999, which lease has been previously amended
      by First Amendment to Lease dated February 16, 2000, Second Amendment to
      Lease and First Amendment to Guaranty dated April 13, 2000, Third
      Amendment dated October 1, 2001, Fourth Amendment dated February 10, 2003
      ("Fourth Amendment"), Fifth Amendment dated November 11, 2003 and Sixth
      Amendment dated _______________(collectively, the "LEASE"). Pursuant to
      the Lease, Landlord has leased to Tenant space currently containing
      approximately 6,821 rentable square feet (the "PREMISES") described as
      Suite No. 400 on the 4th floor of the building commonly known as 2010 Main
      Plaza located at 2010 Main Street, Irvine, California (the "BUILDING").

B.    Landlord and Tenant desire to enter into this Amendment for the purpose of
      adding storage space to the Lease and otherwise supplementing the Lease as
      hereinafter set forth.

      NOW, THEREFORE, in consideration of the above recitals which by this
reference are incorporated herein, the mutual covenants and conditions contained
herein and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Landlord and Tenant agree as follows:

1.    ADDITION OF STORAGE SPACE.

      1.01. Landlord leases to Tenant and Tenant accepts the spaces comprised of
            bins (i) 288 rentable square feet ("STORAGE SPACE #11") and (ii) 219
            rentable square feet ("STORAGE SPACE #9") on the basement floor of
            the Building, as shown on EXHIBIT A attached hereto (collectively,
            the "STORAGE SPACES"), for the term (the "STORAGE TERM") commencing
            January 15, 2005 ("STORAGE SPACES COMMENCEMENT DATE") and ending one
            month February 14, 2005 ("STORAGE SPACES EXPIRATION DATE"). The
            Storage Term shall automatically renew for consecutive periods of
            one month each until terminated by either party with at least 30
            days' advance written notice of termination delivered to the other
            party. Any such termination shall be effective as of the termination
            date specified in such notice. Notwithstanding anything to the
            contrary contained herein, if the Lease or Tenant's right to
            possession of the Premises thereunder terminates prior to the
            Storage Expiration Date, as same may be extended herein, then the
            Storage Expiration Date shall be such earlier termination date.

      1.02. The Storage Spaces shall be used by Tenant for the storage of
            equipment, inventory or other non-perishable items normally used in
            Tenant's business, and for no other purpose whatsoever. Tenant
            agrees to keep the Storage Space in a neat and orderly fashion and
            to keep all stored items in cartons, file cabinets or other suitable
            containers. Landlord shall have the right to designate the location
            within the Storage Space of any items to be placed therein. All
            items stored in the Storage Space shall be elevated at least 6
            inches above the floor on wooden pallets, and shall be at least 18
            inches below the bottom of all sprinklers located in the ceiling of
            the Storage Spaces, if any. Tenant shall not store anything in the
            Storage Spaces which is unsafe or which otherwise may create a
            hazardous condition, or which may increase Landlord's insurance
            rates, or cause a cancellation or modification of Landlord's
            insurance coverage. Without limitation, Tenant shall not store any
            flammable, combustible or explosive fluid, chemical or substance nor
            any perishable food or beverage products, except with Landlord's
            prior written approval. Landlord reserves the right to adopt and
            enforce reasonable rules and regulations governing the use of the
            Storage Spaces from time to time.

                                       1
<PAGE>

            Upon expiration or earlier termination of Tenant's rights to the
            Storage Spaces, Tenant shall completely vacate and surrender the
            Storage Spaces to Landlord in the condition in which it was
            delivered to Tenant, ordinary wear and tear excepted, broom-clean
            and empty of all personalty and other items placed therein by or on
            behalf of Tenant.

      1.03. Tenant shall pay rent for the Storage Space #11 ("STORAGE SPACE #11
            BASE RENT") in the sum of $360.00 and Storage Space #9 in the sum of
            $273.75 ("STORAGE SPACE #9 BASE RENT"), plus applicable sale and use
            taxes, each payable in advance on or before the first day of each
            month of the Storage Term. Any partial month shall be appropriately
            prorated. All Storage Space #5 Base Rent and Storage Space #9 Base
            Rent shall be payable in the same manner that Base Rent is payable
            under the Lease.

      1.04. All terms and provisions of the Lease shall be applicable to the
            Storage Spaces, including, without limitation, Article XV (Indemnity
            and Waiver of Claims) and Article XVI (Tenant's Insurance), except
            that Landlord need not supply air-cooling, heat, water, janitorial
            service, cleaning, passenger or freight elevator service, window
            washing or electricity to the Storage Spaces and Tenant shall not be
            entitled to any work allowances, rent credits, expansion rights or
            renewal rights with respect to the Storage Spaces unless such
            concessions or rights are specifically provided for herein with
            respect to the Storage Spaces. Landlord shall not be liable for any
            theft or damage to any items or materials stored in the Storage
            Spaces, it being understood that Tenant is using the Storage Spaces
            at its own risk. Any default by Tenant under this Storage Spaces
            provision remaining uncured for a period extending beyond the
            expiration of any applicable cure period described in the "default"
            section of the Lease shall be a default under the Lease, it being
            agreed that the provisions of the Lease with respect to Tenant
            defaults shall apply to any default by Tenant hereunder. The Storage
            Spaces shall not be included in the determination of Tenant's Pro
            Rata Share under the Lease nor shall Tenant be required to pay
            Expenses in connection with the Storage Spaces.

      1.05. Tenant agrees to accept the Storage Spaces in its condition and
            "as-built" configuration existing on the earlier of the date Tenant
            takes possession of the Storage Spaces or the Storage Spaces
            Commencement Date.

      1.06. At any time and from time to time, Landlord shall have the right to
            relocate the Storage Spaces to a new location which shall be no
            smaller than the square footage of the Storage Spaces. Landlord
            shall pay the direct, out-of-pocket, reasonable expenses of such
            relocation.

      1.07. Storage Space #5 and #9 Base Rent is deemed Rent under the Lease.

      1.08. If Tenant assigns the Lease or sublets all or any part of the
            Premises, Landlord, at its option, may terminate Tenant's rights to
            the Storage Spaces effective as of 30 days after notice to Tenant.
            Additionally, notwithstanding anything set forth in Section 11 of
            the Lease to the contrary, Tenant shall not, without the prior
            written consent of Landlord, which consent may be withheld in
            Landlord's sole discretion, assign, sublease, transfer or encumber
            the Storage Spaces or grant any license, concession or other right
            of occupancy or permit the use of the Storage Spaces by any party
            other than Tenant.

2.    MISCELLANEOUS.

      2.01. This Amendment and the attached exhibits, which are hereby
            incorporated into and made a part of this Amendment, set forth the
            entire agreement between the parties with respect to the matters set
            forth herein. There have been no additional oral or written
            representations or agreements. Under no circumstances shall Tenant
            be entitled to any Rent abatement, improvement allowance, leasehold
            improvements, or other work to the Premises, or any similar economic
            incentives that may have been provided Tenant in connection with
            entering into the Lease, unless specifically set forth in this
            Amendment. Tenant agrees that neither Tenant nor its agents or any
            other parties acting on behalf of Tenant shall disclose any matters
            set forth in this Amendment or disseminate or distribute any
            information concerning the terms, details or conditions hereof to
            any person, firm or entity without obtaining the express written
            consent of Landlord.

                                       2
<PAGE>

      2.02. Except as herein modified or amended, the provisions, conditions and
            terms of the Lease shall remain unchanged and in full force and
            effect.

      2.03. In the case of any inconsistency between the provisions of the Lease
            and this Amendment, the provisions of this Amendment shall govern
            and control.

      2.04. Submission of this Amendment by Landlord is not an offer to enter
            into this Amendment but rather is a solicitation for such an offer
            by Tenant. Landlord shall not be bound by this Amendment until
            Landlord has executed and delivered the same to Tenant.

      2.05. The capitalized terms used in this Amendment shall have the same
            definitions as set forth in the Lease to the extent that such
            capitalized terms are defined therein and not redefined in this
            Amendment.

      2.06. Tenant hereby represents to Landlord that Tenant has dealt with no
            broker in connection with this Amendment. Tenant agrees to indemnify
            and hold Landlord, its members, principals, beneficiaries, partners,
            officers, directors, employees, mortgagee(s) and agents, and the
            respective principals and members of any such agents (collectively,
            the "LANDLORD RELATED PARTIES") harmless from all claims of any
            brokers claiming to have represented Tenant in connection with this
            Amendment. Landlord hereby represents to Tenant that Landlord has
            dealt with no broker in connection with this Amendment. Landlord
            agrees to indemnify and hold Tenant, its members, principals,
            beneficiaries, partners, officers, directors, employees, and agents,
            and the respective principals and members of any such agents
            (collectively, the "TENANT RELATED PARTIES") harmless from all
            claims of any brokers claiming to have represented Landlord in
            connection with this Amendment.

            Equity Office Properties Management Corp. ("EOPMC") is an affiliate
            of Landlord and represents only the Landlord in this transaction.
            Any assistance rendered by any agent or employee of EOPMC in
            connection with this Amendment or any subsequent amendment or
            modification hereto has been or will be made as an accommodation to
            Tenant solely in furtherance of consummating the transaction on
            behalf of Landlord, and not as agent for Tenant.

      2.07. Each signatory of this Amendment represents hereby that he or she
            has the authority to execute and deliver the same on behalf of the
            party hereto for which such signatory is acting.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       3
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.

                     LANDLORD:

                     CA-2010 IRVINE LIMITED PARTNERSHIP, A DELAWARE
                     LIMITED PARTNERSHIP

                          By: EOM GP, L.L.C., a Delaware limited liability
                              company, its general partner

                              By: Equity Office Management, L.L.C., a
                                  Delaware limited liability company, its non-
                                  member manager

                                   By: /s/ Frank R. Campbell
                                       -----------------------
                                   Name: Frank R. Campbell
                                   Title: Vice President

                     TENANT:

                     RITZ INTERACTIVE, INC., A DELAWARE CORPORATION

                     By: /s/ Fred H. Lerner
                         -----------------------
                     Name: Fred H. Lerner
                     Title: President & CEO

                                       4
<PAGE>

                                    EXHIBIT A

                     OUTLINE AND LOCATION OF STORAGE SPACE

                  [OUTLINE AND LOCATION OF STORAGE SPACE PLAN]

                                       5
<PAGE>


                                EIGHTH AMENDMENT

      THIS EIGHTH AMENDMENT (the "AMENDMENT") is made and entered into as of
August 23, 2005, by and between CA-2010 IRVINE LIMITED PARTNERSHIP, A DELAWARE
LIMITED PARTNERSHIP ("LANDLORD") and RITZ INTERACTIVE, INC., A DELAWARE
CORPORATION ("TENANT").

                                    RECITALS

A.    Landlord (as successor by conversion to EOP-2010 Irvine, L.L.C., a
      Delaware limited liability company, as beneficiary of land trust dated
      June 5, 1997 and known as Stanley M. Stevens Trust No. 2010) and Tenant
      (formerly known as Phobo.com, a Delaware corporation) are parties to that
      certain lease dated March 5, 1999, which lease has been previously amended
      by First Amendment to Lease dated February 16, 2000, Second Amendment to
      Lease and First Amendment to Guaranty dated April 13, 2000, Third
      Amendment dated October 1, 2001, Fourth Amendment dated February 10, 2003
      ("Fourth Amendment"), Fifth Amendment dated November 11, 2003, Sixth
      Amendment dated February 14, 2005 ("Sixth Amendment") and Seventh
      Amendment dated January 15, 2005 (collectively, the "LEASE"). Pursuant to
      the Lease, Landlord has leased to Tenant space currently containing
      approximately 6,821 rentable square feet (the "ORIGINAL PREMISES")
      described as Suite No. 400 on the 4th floor of the building commonly known
      as 2010 Main Plaza located at 2010 Main Street, Irvine, California (the
      "BUILDING").

B.    Tenant has requested that additional space containing approximately 2,536
      rentable square feet described as Suite No. 410 on the 4th floor of the
      Building shown on EXHIBIT A hereto (the "SUITE 410 EXPANSION SPACE") be
      added to the Original Premises and that the Lease be appropriately amended
      and Landlord is willing to do the same on the following terms and
      conditions.

      NOW, THEREFORE, in consideration of the above recitals which by this
reference are incorporated herein, the mutual covenants and conditions contained
herein and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Landlord and Tenant agree as follows:

1.    SUITE 410 EXPANSION AND EFFECTIVE DATE.

      1.01. Effective as of June 15, 2006 (the "SUITE 410 EXPANSION EFFECTIVE
            DATE"), the Premises, as defined in the Lease, is increased from
            6,821 rentable square feet on the 4th floor to 9,357 rentable square
            feet on the 4th floor by the addition of the Suite 410 Expansion
            Space, and from and after the Suite 410 Expansion Effective Date,
            the Original Premises and the Suite 410 Expansion Space,
            collectively, shall be deemed the Premises, as defined in the Lease.
            The Lease Term for the Suite 410 Expansion Space shall commence on
            the Suite 410 Expansion Effective Date and end on the Third Extended
            Termination Date (i.e., July 31, 2008). The Suite 410 Expansion
            Space is subject to all the terms and conditions of the Lease except
            as expressly modified herein and except that Tenant shall not be
            entitled to receive any allowances, abatements or other financial
            concessions granted with respect to the Original Premises unless
            such concessions are expressly provided for herein with respect to
            the Suite 410 Expansion Space.

      1.02. Tenant is currently in possession of the Suite 410 Expansion Space,
            as subtenant, pursuant to the terms of a certain sublease agreement
            (the "Sublease") between Tenant, as subtenant, and PEOPLESOFT USA,
            INC., a Delaware corporation (the "Sublandlord"), as sublandlord,
            which sublease agreement, and the underlying primary tease between
            Landlord and Sublandlord, are scheduled to expire, by their
            respective terms, as of the day immediately preceding the Suite 410
            Expansion Effective Date described above. Accordingly, Tenant agrees
            that the Suite 410 Expansion Space is in good order and satisfactory
            condition.

                                       1
<PAGE>

2.    BASE RENTAL. In addition to Tenant's obligation to pay Base Rental for the
      Original Premises, Tenant shall pay Landlord Base Rental for the Suite 410
      Expansion Space as follows:



                             ANNUAL RATE PER
MONTHS OF TERM OR PERIOD       SQUARE FOOT        MONTHLY BASE RENTAL
------------------------     ---------------      -------------------
                                            
     6/15/06-6/14/07             $31.80                $6,720.40
     6/15/07-7/31/08             $32.40                $6,847.20


      All such Base Rental shall be payable by Tenant in accordance with the
      terms of the Lease.

3.    ADDITIONAL SECURITY DEPOSIT. Upon Tenant's execution hereof, Tenant shall
      pay Landlord the sum of $4,330.91 which is added to and becomes part of
      the Security Deposit held by Landlord as provided under Article VI of the
      Lease as security for payment of Rent and the performance of the other
      terms and conditions of the Lease by Tenant. Accordingly, simultaneous
      with the execution hereof, the Security Deposit is increased from
      $23,459.38 to $27,790.29. Tenant hereby waives any and all rights under
      and benefits of Section 1950.7 of the California Civil Code, or any
      similar or successor Laws now or hereinafter in effect.

4.    TENANT'S PRO RATA SHARE. For the period commencing with the Suite 410
      Expansion Effective Date and ending on the Third Extended Termination
      Date, Tenant's Pro Rata Share for the Suite 410 Expansion Space is
      0.9029%.

5.    BASIC COSTS. For the period commencing with the Suite 410 Expansion
      Effective Date and ending on the Third Extended Termination Date, Tenant
      shall pay for Tenant's Pro Rata Share of Basic Costs applicable to the
      Suite 410 Expansion Space in accordance with the terms of the Lease,
      provided, however, during such period, the Base Year for the computation
      of Tenant's Pro Rata Share of Basic Costs applicable to the Suite 410
      Expansion Space is 2006.

6.    IMPROVEMENTS TO SUITE 410 EXPANSION SPACE.

      6.01. CONDITION OF SUITE 410 EXPANSION SPACE. Tenant has inspected the
            Suite 410 Expansion Space and agrees to accept the same "as is"
            without any agreements, representations, understandings or
            obligations on the part of Landlord to perform any alterations,
            repairs or improvements.

      6.02. RESPONSIBILITY FOR IMPROVEMENTS TO EXPANSION SPACE. Any
            construction, alterations or improvements to the Suite 410 Expansion
            Space shall be performed by Tenant at its sole cost and expense
            using contractors selected by Tenant and approved by Landlord and
            shall be governed in all respects by the terms of the Lease. In any
            and all events, the Suite 410 Expansion Effective Date shall not be
            postponed or delayed if the initial improvements to the Suite 410
            Expansion Space are incomplete on the Suite 410 Expansion Effective
            Date for any reason whatsoever. Any delay in the completion of
            initial improvements to the Expansion Space shall not subject
            Landlord to any liability for any loss or damage resulting
            therefrom.

7.    EARLY ACCESS TO SUITE 410 EXPANSION SPACE. Tenant is currently in
      possession of the Suite 410 Expansion Space, as subtenant, pursuant to the
      terms of a certain sublease agreement (the "Sublease") between Tenant, as
      subtenant, and PEOPLESOFT USA, INC., a Delaware corporation (the
      "Sublandlord"), as sublandlord, which sublease agreement, and the
      underlying primary lease between Landlord and Sublandlord, are scheduled
      to expire, by their respective terms, as of the day immediately preceding
      the Suite 410 Expansion Effective Date described in this Amendment.
      Accordingly, subject to terms of Section 6.01 above, the Suite 410
      Expansion Space is accepted by Tenant in "as is" condition and
      configuration and that the Suite 410 Expansion Space is in good order and
      satisfactory condition.

8.    OTHER PERTINENT PROVISIONS. Landlord and Tenant agree that, effective as
      of the date of this Amendment (unless different effective date(s) is/are
      specifically referenced in this Section), the Lease shall be amended in
      the following additional respects:

      8.01. PARKING. Effective as of the Suite 410 Expansion Effective and
            ending on the Third Extended Termination Date, and subject to the
            terms and conditions of the

                                       2
<PAGE>

            Lease as amended hereby, Exhibit F of the Lease, as amended, shall
            be further amended to reflect that Tenant agrees to lease from
            Landlord and Landlord agrees to lease to Tenant, a minimum of 5, but
            no more than 10, unreserved parking spaces (collectively, the "Suite
            410 Parking Spaces") in the Building parking facilities, for use by
            Tenant and/or its employees applicable to the Suite 410 Expansion
            Space. Tenant shall pay to Landlord the prevailing market charges
            for the Suite 410 Parking Spaces. Notwithstanding the foregoing,
            upon Tenant's written request and subject to Landlord's
            availability, Tenant may request additional parking spaces during
            the Third Extended Term. Tenant shall pay to Landlord the then
            prevailing charges for the additional unreserved parking spaces and
            reserved parking spaces. The use of such Suite 410 Parking Spaces
            shall otherwise be in accordance with the terms of the Lease,
            including, without limitation, the terms of the Parking Agreement
            attached to the Lease as Exhibit F.

      8.02. RENEWAL OPTION. Effective as of the Suite 410 Expansion Effective
            Date, the Renewal Option set forth in Section VI.A of the Fourth
            Amendment shall apply to the Suite 410 Expansion Space.

      8.03. LANDLORD'S NOTICE ADDRESS. Effective as of the date hereof,
            Landlord's Notice Address shall be as follows:

            CA-2010 Irvine Limited Partnership
            c/o Equity Office Management, L.L.C.
            2010 Main Street
            Suite #1250
            Irvine, CA 92614
            Attn: Property Manager

            A copy of any notices to Landlord shall be sent to Equity Office,
            One Market, 600 Spear Tower, San Francisco, CA 94105, Attn: Los
            Angeles Regional Counsel.

      8.04. REMAINING ALLOWANCE. Landlord and Tenant acknowledge and agree that,
            pursuant to Paragraph 7 of Exhibit A (Work Letter) of the Fourth
            Amendment (as amended by the Sixth Amendment), Tenant was entitled
            to an allowance equal to $68,210.00 (the "Allowance"). Landlord and
            Tenant further acknowledge and agree that Tenant has not used the
            full amount of the Allowance and the sum of $39,220.75 (the
            "Remaining Allowance") remains as of the date hereof. Accordingly,
            provided Tenant is not in default and subject to Article X.B. of the
            Lease, Tenant may apply the Remaining Allowance towards improvements
            to the Suite 410 Expansion Space. Notwithstanding anything in the
            Lease, as amended, if Tenant does not submit a request for payment
            of the entire Allowance or the Remaining Allowance to Landlord
            between the months of January 1, 2006 and February 28, 2006, any
            unused amount shall accrue to the sole benefit of Landlord, it being
            agreed that Tenant shall not be entitled to any credit, offset,
            abatement or payment with respect thereto.

9.    MISCELLANEOUS.

      9.01. This Amendment and the attached exhibits, which are hereby
            incorporated into and made a part of this Amendment, set forth the
            entire agreement between the parties with respect to the matters set
            forth herein. There have been no additional oral or written
            representations or agreements. Under no circumstances shall Tenant
            be entitled to any Rent abatement, improvement allowance, leasehold
            improvements, or other work to the Premises, or any similar economic
            incentives that may have been provided Tenant in connection with
            entering into the Lease, unless specifically set forth in this
            Amendment. Tenant agrees that neither Tenant nor its agents or any
            other parties acting on behalf of Tenant shall disclose any matters
            set, forth in this Amendment or disseminate or distribute any
            information concerning the terms, details or conditions hereof to
            any person, firm or entity without obtaining the express written
            consent of Landlord.

      9.02. Except as herein modified or amended, the provisions, conditions and
            terms of the Lease shall remain unchanged and in full force and
            effect.

      9.03. In the case of any inconsistency between the provisions of the Lease
            and this Amendment, the provisions of this Amendment shall govern
            and control.

                                       3
<PAGE>

      9.04. Submission of this Amendment by Landlord is not an offer to enter
            into this Amendment but rather is a solicitation for such an offer
            by Tenant. Landlord shall not be bound by this Amendment until
            Landlord has executed and delivered the same to Tenant.

      9.05. The capitalized terms used in this Amendment shall have the same
            definitions as set forth in the Lease to the extent that such
            capitalized terms are defined therein and not redefined in this
            Amendment.

      9.06. Tenant hereby represents to Landlord that Tenant has dealt with no
            broker other than Studley Inc. in connection with this Amendment.
            Tenant agrees to indemnify and hold Landlord, its trustees, members,
            principals, beneficiaries, partners, officers, directors, employees,
            mortgagee(s) and agents, and the respective principals and members
            of any such agents (collectively, the "LANDLORD RELATED PARTIES")
            harmless from all claims of any brokers claiming to have represented
            Tenant in connection with this Amendment. Landlord hereby represents
            to Tenant that Landlord has dealt with no broker in connection with
            this Amendment. Landlord agrees to indemnify and hold Tenant, its
            trustees, members, principals, beneficiaries, partners, officers,
            directors, employees, and agents, and the respective principals and
            members of any such agents (collectively, the "TENANT RELATED
            PARTIES") harmless from all claims of any brokers claiming to have
            represented Landlord in connection with this Amendment.

            Equity Office Properties Management Corp. ("EOPMC") is an affiliate
            of Landlord and represents only the Landlord in this transaction.
            Any assistance rendered by any agent or employee of EOPMC in
            connection with this Amendment or any subsequent amendment or
            modification hereto has been or will be made as an accommodation to
            Tenant solely in furtherance of consummating the transaction on
            behalf of Landlord, and not as agent for Tenant.

      9.07. Each signatory of this Amendment represents hereby that he or she
            has the authority to execute and deliver the same on behalf of the
            party hereto for which such signatory is acting.

      9.08. Tenant hereby waives any and all rights under and benefits of
            subsection 1 of Section 1932, Sections 1941 and 1942 (Repairs and
            Alterations), 1932(2) and 1933(4) (Casualty), and 1950.7 (Security
            Deposit) of the California Civil Code, and Section 1265.130
            (Condemnation) of the California Code of Civil Procedure, or any
            similar or successor Laws now or hereinafter in effect.

                       [SIGNATURES ARE ON FOLLOWING PAGE]

                                       4
<PAGE>

      IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment
as of the day and year first above written.

                              LANDLORD:

                              CA-2010 IRVINE LIMITED PARTNERSHIP, A DELAWARE
                              LIMITED PARTNERSHIP

                              By:  EOM GP, L.L.C., a Delaware limited
                                   liability company, its general partner

                                   By:  Equity Office Management, L.L.C., a
                                        Delaware limited liability company, its
                                        non-member manager

                                        By: /s/ Mark Valentine
                                           -------------------------------------

                                        Name: Mark Valentine

                                        Title: Managing Director - Leasing

                              TENANT:

                              RITZ INTERACTIVE, INC., A DELAWARE CORPORATION

                              By: /s/ Fred Lerner
                                 -------------------------------

                              Name: FRED LERNER

                              Title: CEO

                                       5
<PAGE>

                                    EXHIBIT A

                OUTLINE AND LOCATION OF SUITE 410 EXPANSION SPACE

                                  [FLOOR PLAN]

                                       6