COLECCIONES DE RAQUEL INC, 10KSB, 1997-03-31

COLECCIONES DE RAQUEL INC
10KSB, 1997-03-31
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB
(Mark One)
[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934 [Fee Required] for the fiscal year ended December 31, 1996

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required] for the transition period from ____________ to

COMMISSION FILE NUMBER: 0-24798

COLECCIONES DE RAQUEL, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

Nevada 93-1123005
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

9873 S. Santa Monica Boulevard
Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (310) 203-9240

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $.0001 Par Value
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
---- ----
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [___]

The issuer's revenues for the fiscal year ended December 31, 1996 were
$5,563.

The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 31, 1997 (based upon the average bid and asked
prices) was $5,000,000.

The number of shares of the registrant's Common Stock, $.0001 par value,
outstanding as of March 31, 1997 was 24,000,000.

Documents incorporated by reference: None.

Transitional Small Business Issuer Format (check one):
Yes No X
---- ----

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT.

COLECCIONES DE RAQUEL, INC. (the "Company") was organized under the laws
of the State of Nevada on August 6, 1993. As of December 31, 1993, the
Company issued 20,000,000 shares of its common stock, $.0001 par value, to
Ms. Raquel Zepeda in exchange for the business known as Colecciones De Raquel
("CDR") which had been operated by Ms. Zepeda as a sole proprietorship since
December 1, 1987. See "Item 12. Certain Relationships and Related
Transactions". Unless the context indicates otherwise, the term "Company"
includes COLECCIONES DE RAQUEL, INC. and CDR.

HISTORICAL DEVELOPMENT. Ms. Zepeda decided to develop the Company's
products primarily because, as a first generation Mexican American, she was
dissatisfied with the types of cosmetics available specifically for
Hispanics. In developing the Company's product line, Ms. Zepeda selected
those colors that she believed would complement the skin tones of the
targeted market. In selecting these colors, Ms. Zepeda recognized that the
persons to whom these products would be marketed may be categorized as having
light, medium or dark skin tones. As a result, the shades of colors included
in each collection have been geared to each particular group. See "Products"
below.

From December 1, 1987 until the closing of the Company's initial public
offering, Ms. Zepeda, on a part-time basis, developed the Company's present
product line and conducted minimal marketing activities for these products.
Due to her limited financial resources, Ms. Zepeda was unable to conduct
extensive marketing of these products. From December 1, 1987 to September
30, 1994, total sales of products aggregated $4,438 and net losses aggregated
$70,805.

During this period, both Ms. Zepeda and her products received publicity
in both English and Spanish media including AVISA magazine, the Hispanic
Fashion Designer's Showcase and Spanish publications MUNDO ARTISTICO,
NEGOCIOS Y FINANZAS, and NOTICIAS DEL MUNDO. Ms. Zepeda has also been
interviewed on both English and Spanish television stations. This publicity
has featured both Ms. Zepeda and the Company's products. The Company's
products were described as being designed for people with "golden"
complexions and designed for the Hispanic and similar markets. Although the
Company believes that this publicity will assist it in its future marketing
efforts, there is no assurance that it will have any benefit.

PUBLIC OFFERING. As part of an initial public offering in August 1994,
the Company issued 1,000,000 Units of securities for an aggregate offering
price of $100,000. The Company realized net proceeds of $91,090 from the
sale of the Units. Each Unit consisted of one share of common stock and one
A Warrant. Each A Warrant entitled was exercisable at an exercise price of
$.25 per A Warrant for one share of common stock and two B Warrants. Each B
Warrant was exercisable at an exercise price of $.50 per B Warrant for one
share of common stock and one C Warrant. Each C Warrant was to be
exercisable at $1.00 per C Warrant for one share of common stock.

Utilizing the net proceeds from its initial public offering, the Company
ordered product and packaging and placed print and radio advertisements. The
Company's print advertising, which ran for a single month in the Spanish
language editions of Cosmopolitan, Elle and Marie Claire, resulted in little
customer response. The Company's radio advertisements ran over a three month
period and resulted in numerous requests for product samples from potential
customers but only limited mail order sales.

The Company utilized substantially all of the net proceeds from the
public offering during the year ended December 31, 1994. The Company's
business operations during the year ended December 31, 1994 resulted in only
minimal revenues and, at year end, the Company had only a small amount of
cash available to finance continuing operations on an extremely limited basis.

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In November 1994, all of the A Warrants were exercised in a transaction
which the Company claims was fraudulent. Although the Company received no
portion of the $250,000 exercise price, Units consisting of one share of
common stock and two B Warrants were issued by the Company's transfer agent
without the knowledge of the Company's officers or directors to persons
purportedly exercising the A Warrants.

In February 1995, all of the B Warrants were exercised in a transaction
which the Company claims was fraudulent. Although the Company received no
portion of the $1,000,000 exercise price, Units consisting of one share of
common stock and one C Warrant were issued by the Registrant's transfer agent
without the knowledge of the Company's officers or directors to persons
purportedly exercising the B Warrants.

The shares of common stock issued in the Company's initial public
offering and upon exercise of the A Warrants and B Warrants (collectively,
"Shares") have been publicly traded. The C Warrants were not exercised and
were cancelled by the Company.

In September 1995, the Company entered into an Agreement with Moore
McKenzie, Inc., a Philippine corporation ("MMI"), which purchased and resold
the Shares following their exercise by third party entities. MMI has
expressly denied any involvement in the exercise of the A Warrants, B
Warrants and C Warrants. Solely for the purpose of protecting and preserving
its investment in the Shares and its reputation and goodwill among its
present and potential future customers and its goodwill in the securities
markets in the Asia-Pacific region, MMI has agreed to make installment
payments to the Company an amount equal to the unpaid exercise price of the A
Warrants ($250,000) and B Warrants ($1,000,000) which the Company will accept
as and for full payment of the exercise price. As of December 31, 1996, the
Company had received the full $1,250,000 of the exercise price for the A
Warrants and B Warrants.

The Company had agreed within one year of the Agreement to sell MMI an
additional 1,000,000 shares of common stock at a price of $1.00 per share in
place of the shares which could have been purchased upon exercise of the C
Warrants which were issued upon exercise of the B Warrants and subsequently
cancelled by the Company. The year expired without any action by MMI on this
option.

As a part of the agreement with MMI, the Company has consented to MMI
commencing and prosecuting legal proceedings in the name of MMI or the
Company against third parties to recover MMI's damages suffered as a result
of or in connection with MMI's purchase of the Shares and has agreed to
assist and cooperate with MMI in any such action.

RECENT OPERATIONS. In October 1995, as a part of a test marketing
campaign for the fragrance, "Sabor A Mi, Melody of Eternal Passion", the
Company licensed the right to use a cart in the Montebello Town Center in
Montebello, California on a month to month basis. The Company selected the
Montebello Town Center for its cart location based on the heavy Hispanic
traffic in the mall. Base rent for the cart was $1,500 per month for October
1995 and $3,500 per month for November and December 1995. The cart license
required the Company to pay percentage rent of fifteen percent (15%) of its
net sales in excess of $10,000 per month for October 1995 and $23,333 per
month for November and December 1995. The Company continued licensing the
cart through February 29, 1996 at a rate of $1,500 per month. Although sales
were insufficient to cover the rental and staffing cost of the cart, the
Company considered the test marketing fulfilled and terminated the cart
operation in order to expand to a boutique to sell and market its entire
collection of cosmetics, fragrance and lingerie.

In September, 1995, the Company entered into a two (2) year lease for a
700 square foot store front in Beverly Hills, California on little Santa
Monica Boulevard across from the Peninsula Hotel. Monthly rent for the space
which the Company is utilizing for both showroom and offices is $1,100 per
month. The grand opening of the showroom boutique was May 3, 1996.

At the showroom boutique location, the Company offers its cosmetics line
which includes foundation, concealer, face powder and blush products, eye
shadow, eye liners, mascara, lip liners and lipstick; its Sabor A Mi fragrance
in both perfume and spray cologne; and its skin care products for dry, normal
and oily skin types. The Company also offers a small number of lingerie

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pieces at its showroom location.

In May 1996, the Company entered into a three (3) year lease for a
second boutique location in the financial district of downtown Los Angeles.
Monthly rent for the 900 square foot storefront is $1,451. The Company
offers the same full line of its cosmetics, fragrance, skincare, and lingerie
at its downtown location.

In March 1997, the Company hired on a full-time basis an executive vice
president of sales and marketing, responsible for sales and development of
new distribution channels. The Company has under development a man's
fragrance called !Peligro! (trademark pending) and a compact disc of romantic
songs sung mostly in Spanish.

The Company warehouses it inventory at a public warehouse facility in
Los Angeles, California. The facility offers transportation, repack services
and computerized order/retrieval and product handling.

BUSINESS OF THE ISSUER.

PRINCIPAL PRODUCTS.

The Company has developed a line of cosmetics that it believes will have
appeal to the Hispanic and Asian markets. These markets also include certain
Mediterranean, European and Pacific Islanders. Persons in these markets are
sometimes referred to as having "golden" skin tones. The Company's cosmetic
line is intended to appeal to these markets by complementing their "golden"
skin tones.

The Company's cosmetics line consists of three separate collections,
each of which is intended for use by persons having different shades of
"golden" skin tones. These collections are as follows:

COLECCION DE LA LUNA (Moon Collection) is intended for persons who fall
into the category of having light "golden" skin tones.

COLECCION DEL SOL (Sun Collection) is intended for persons who have
medium "golden" skin tones.

COLECCION TERRESTRE (Earth Collection) is intended for persons
considered to have dark "golden" skin tones.

Each collection consists of items in various shades, including
foundations, blush, lip liner, lipstick and powder. Each of these items
comes in various colors and are intended to complement the overall appearance
of the person. The Company utilizes a color chart in order to aid the
consumer in selecting which particular collection is appropriate for their
particular skin tone.

The items included in each collection are available both as a complete
collection and as individual items. The Company believes that, by making the
items in each collection individually available, a consumer may desire to
"test" a certain item before purchasing an entire collection. For persons
who purchase an entire collection, replacement items are available when a
particular item has been used.

The Company believes that consumers who are satisfied with their
purchases (either a complete collection or individual items) will also be
willing to purchase items in other collections to expand their range of
available cosmetics.

During the course of developing the Company's cosmetic line, Ms. Zepeda
also designed other products intended to complement its cosmetic line,
including a skin care line. Additionally, Ms. Zepeda is working on the
design of "!Peligro!", a men's fragrance which the Company plans to launch in
1997. Ms. Zepeda previously designed the fragrance which the Company is
marketing under the trademarked name, "Sabor A Mi, Melody of Eternal
Passion". As a complement to its cosmetics, skin care and fragrance
products, the Company is also offering a

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small selection of lingerie at its showroom boutique location.

The Company's products are intended for use by individuals. As such,
there is a possibility that claims for product liability may be made against
the Company. Although the producers of the Company's products have advised
the Company that they maintain product liability insurance, there is no
assurance that such insurance is adequate or will be applicable if claims are
made against the Company. The Company does not presently plan to obtain
product liability insurance. Accordingly, any claims relating to product
liability may have a negative effect on the Company.

PRINCIPAL MARKETS AND MARKETING STRATEGY.

The Company believes that the principal market for its cosmetic and
fragrance products is among Hispanic and Asian women. During the near term,
the Company intends to concentrate on marketing its products in the Los
Angeles, California which contains a large and growing number of Hispanics
and Asians. Approximately 3.8 million Hispanics reside in the Los Angeles,
California area and comprise approximately 19% of the entire United States
Hispanic population. The 1990 census indicated that one out of four people in
the United States is now black, Hispanic, Asian or American Indian as
compared to one in five in the 1980 census. This census also indicated that
during the 1980's, the Asian population grew by 107 percent and the Hispanic
population grew by 53 percent. The Company believes that the number of
Hispanics and Asians in the Los Angeles, California area and their percentage
of population growth exceed the national statistics. Consultant Wendy S.
Liebmann (WSL Marketing, Inc., New York) has noted that by the year 2001,
nearly 30 percent of the United States population will be non-Anglo and will
consist of 11 percent Hispanic, 12 percent Afro-American and 4 percent Asian.

Companies such as Avon, Pavion Ltd. and Proctor & Gamble have made
directional changes in advertising content and product orientation in an
effort to more effectively reach the non-Anglo market. In 1994, Avon printed
a bilingual brochure targeted to Hispanic women in a small test-market study.
Avon has identified the Hispanic market as promising because professional
appearance is very important to Hispanics and because Hispanic children are
introduced to makeup and jewelry at an early age. Avon research reflects
that its average order for Hispanics is about $9 higher than for
non-Hispanics. Market studies have confirmed that Hispanics generally spend
more on consumer goods per capita than do other market segments. Ivax, a
large Miami-based drug and cosmetics company recently purchased the Iman
Cosmetics and Skincare line targeted primarily at Afro-American women.

Other major cosmetics companies seem to be retreating in their efforts
to provide shades for non-anglo women. It was recently reported that
Revlon's ColorStyle (launched in 1991) and Maybelline's Shades of You (1989)
have stopped updating colors. Women's Wear Daily reported that Cover Girl's
darker shades performed poorly because consumers did not know that the line
targeted their skin types.

The Company's marketing efforts promote the use of the Company's
products to the "golden" skin tones of Hispanic women. Marketing efforts
will also emphasize that the Company's products have been developed by Ms.
Zepeda who, as a first generation Mexican-American, is familiar with the
cosmetic needs of Hispanic women. The Company's marketing efforts will also
take into account the high levels of service which Hispanic shoppers expect.
The Company believes that Ms. Zepeda's understanding of the Hispanic customer
will be a valuable resource in developing a marketing strategy and directing
the Company's marketing efforts.

Roughly one-half of all U.S. Hispanics arrived in the United Stated
after 1980. Radio, after television, is reportedly the second most important
used media among Hispanics with approximately 64% of U.S. Hispanic men and
women listening to Spanish-language radio. Almost 30% of U.S. Hispanics read
Spanish-language newspapers and magazines. The Company believes that
marketing to Hispanics in their language will be much more effective.

Prior to its initial public offering, the Company's marketing efforts
were extremely limited due to Ms. Zepeda's limited financial resources.
These marketing efforts primarily consisted of printing brochures, both in
English and Spanish, describing the Company's products and

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purchasing product to be used for demonstration. Prior to its initial public
offering, the Company's products were demonstrated in two independent salons
and resulted in aggregate sales of $3,624 during the period from December 1,
1987 through April 30, 1994.

Following the initial public offering, the Company advertised its
products on a limited basis through print advertising in selected Spanish
language magazines and through radio advertising which featured its Sabor A
Mi, Melody of Eternal Passion fragrance. The Company has discontinued all
magazine advertisements, except for advertisements in GUEST INFORMANT and
GUIDE TO BEVERLY HILLS. The Company is principally pursuing radio
advertising on Spanish language stations which has yielded a more positive
customer response, but has also placed limited advertisements in a local
Spanish language magazine which is delivered to approximately 2,000 Los
Angeles area households each week. The Company's radio advertisements
include the Company's toll-free number which is answered by a
Spanish-speaking operator directing the customer as to where the Company's
products can be purchased at its retail locations and offering a mail order
purchase option. The Company provides some product samples to potential
customers as a part of its promotional efforts.

The fragrance was named after a world-famous Latin love song, "Sabor A
Mi". Ms. Zepeda has recorded a jazz-style version of the song which is
currently a give-away with the purchase of the cologne or perfume. The
Company intends to produce a CD containing approximately six (6) songs sung
by Ms. Zepeda, including "Sabor A Mi". Additionally, the CD will contain a
fragrance strip of "Sabor A Mi, Melody of Eternal Passion", with sales
information. The CD will be a give-away with purchase and also be available
for purchase in select music stores.

The Company intends to market its products utilizing the services of Ms.
Zepeda and employees, and does not plan to utilize the services of any other
individual or firm spokesperson for these marketing efforts. The Company's
ability to maintain or expand its marketing efforts is directly dependent on
the level of sales and profitability achieved from its marketing of its
products.

DISTRIBUTION.

The Company has not entered into any agreements for the sale of any
products and there is no assurance that the Company will be able to enter
into any such contracts. Over the long term, the Company may market its
products to retailers, including specialty stores and department stores. The
Company currently sells its products through its two locations in Beverly
Hills and downtown Los Angeles.

The Company has been informed that certain organizations such as
department stores and chain stores have instituted programs where they will
endeavor to purchase products from minority owned businesses. The Company
believes that it meets the criteria for these programs, but has not been
advised that it is eligible for inclusion in any of these programs. There is
no assurance that the Company will be eligible for inclusion in any of these
programs. If the Company is included in any of these programs, the amount of
product sales to be derived therefrom is presently undeterminable.

COMPETITION.

There are numerous other companies that produce and sell cosmetics.
Substantially all of these companies are significantly larger, better
financed and more established than the Company. These companies have
established customers and are continually seeking to obtain additional
customers. The Company's competitors are in a better position to effectively
market their products and offer various incentives to their customers. The
Company will be directly competing with these companies in marketing its
products.

The Company faces competition from other cosmetic product companies.
Major companies with which the Company competes include Revlon, Estee Lauder,
Maybelline, Mary Kay and Avon. Many of the Company's competitors have
extensive consumer loyalty and awareness which is supplemented by ongoing
advertising and other promotions. The Company's limited

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financial resources will not enable it to conduct similar advertising and
promotions and will place the Company at an extreme competitive disadvantage.

Due to the high level of competition and the Company's limited
resources, the Company will face continuing intense competition in all
aspects of its business.

RAW MATERIALS.

The Company's products are produced by independent third parties who
also obtain the materials used to produce these products. The Company
believes that these materials are available from various sources at
competitive prices. The Company has made arrangements with Your Name
Cosmetics, an independent manufacturer of cosmetic and other related products
to be its initial source of supply for its products. This company produced
the limited amount of products used by the Company in its previous
activities. Although the Company has not entered into any agreement with
this company, the Company has been informed that this supplier will be able
to fulfill the Company's expected limited need for products on a timely
basis. The Company anticipates that it will be required to prepay a portion
of the price for the products purchased from this supplier upon placing an
order and the balance payable upon delivery of the products. Accordingly, the
Company does not expect to receive credit terms from this supplier. The
Company also anticipates that, in the future, it may be able to obtain thirty
day credit terms from this supplier if the level of its purchases increases.
No discussions have been held regarding any such credit terms and there is no
assurance that the Company will be able to purchase products without paying
for them in advance. The Company has not experienced any difficulties in
obtaining required products from these producers. However, the Company's
experience in obtaining these products may not be indicative of its ability
to obtain products in the future due to its minimal operations to date.

The Company has not entered into any contracts for either the materials
used in producing its products or the production of these products.
Accordingly, there can be no assurance that the Company will be able to
obtain products in quantities, at prices, and at required times to meet its
needs. These needs include fulfilling future sales commitments.

The Company does not plan to carry significant amounts of either
materials or finished products in its inventory. Therefore, it will be
relying on third parties to supply it with products on a continuing basis.
The failure of the Company to obtain products sufficient for its needs, would
have a substantial negative effect on its operations.

PATENTS AND TRADEMARKS.

The Company has applied for trademarks for certain of its products,
including "!Peligro!", its fragrance for men under development. This
trademark application is pending. Ms. Zepeda previously obtained a trademark
for its perfume, "Sabor A Mi" which the Company acquired as a part of the
business of CDR. There is no assurance that it will be able to obtain the
"!Peligro!" trademark. The failure of the Company to obtain the "!Peligro!"
trademark could adversely affect the Company's operations.

The formulas for the fragrances "Sabor A Mi" and "!Peligro!" were
developed by Ms. Zepeda for the Company and are the proprietary formulas of
the Company. There are no other proprietary rights or information, including
formulas, held by the Company for any of its products.

GOVERNMENT REGULATION.

The Company does not believe that its products are subject to government
regulations, including those imposed by the United States Food and Drug
Administration. However, the Company has not requested nor has it received
any notification that its products are not subject to such regulations. If
the Company's products are subject to any government regulation,
noncompliance with such regulations, either presently in effect or
subsequently enacted, would adversely effect its ability to market its
products and have a substantial negative effect on its operations.

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EMPLOYEES.

As of March 31, 1997, the Company employed four (4) persons, all full
time employees. The Company may hire additional part-time secretarial and
retail sales employees depending on its level of operations.

The Company has engaged an exclusive consultant to assist the Company
principally with investor relations matters part-time. The Company may also
engage other consultants to assist it in various aspects of its business.
See "Item 9. Directors, Executive Officers, Promoters and Control Persons".

ITEM 2. DESCRIPTION OF PROPERTY.

The Company maintains its principal offices in a 700 square foot store
front located at 9873 S. Santa Monica Blvd., Beverly Hills, California. The
space is a combined office and showroom which the Company leased for two
years commencing in September 1995 at a monthly rent of $1,100 per month.

In May 1996 the Company entered into a three-year lease for a second
boutique location in the financial district of downtown Los Angeles. Monthly
rent for the 900 square-foot storefront is $1,451.

ITEM 3. LEGAL PROCEEDINGS.

On December 8, 1993, Raquel Zepeda dba Colecciones de Raquel, a
California sole proprietorship filed a civil action in State of California
Superior Court, Los Angeles County, Case No. BC 094587, against Rixima, Inc.
("Rixima") and J.C. Penney, Inc. alleging violation of the Lanham Act, trade
name infringement, unfair competition, invasion of privacy and conspiracy
claiming that Rixima had used Ms. Zepeda's likeness in connection with the
marketing of cosmetics products using its "Raquel" and "Raquelle" trademarks.
Ms. Zepeda also filed an objection to the trademark applications filed by
Rixima. Rixima removed the action to United States District Court, Central
District of California, Case No. CV 94-298ER (CTx).

On June 20, 1995, Ms. Zepeda entered into a Settlement Agreement and
General Mutual Release with Rixima pursuant to which Ms. Zepeda agreed to
dismiss the action brought against Rixima and the objection to Rixima's
pending trademark applications for "Raquel" and "Raquelle" in consideration
of payment by Rixima of the sum of $20,000. The parties also agreed to a
covenant not to sue which obligates Rixima not to sue Ms. Zepeda or the
Company for trademark infringement or unfair competition in connection with
the use by the Company of the trade name "Colecciones de Raquel" in
connection with the sale of its lines of cosmetic products to Hispanic women.

On December 17, 1996, The United States District Court, Central District
of California, denied a motion by Rixima for an order declaring that
Colecciones de Raquel, Inc. is a party to the Agreement, and also denied a
motion by Rixima for an order declaring that Colecciones de Raquel, Inc. is a
party to the covenant not to sue.

There are no other material pending legal proceedings to which the
Company or the property of the Company are subject. In addition, no
proceedings are known to be contemplated by a governmental authority against
the Company or any officer or director of the Company.

<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On October 12, 1996 the Company held its Annual Meeting of Shareholders
at its headquarters. Three (3) directors were elected at the meeting, Raquel
Zepeda, Gustavo Zepeda, and Delia Vasquez. Twenty million (20,000,000) votes
out of a total of twenty-four million (24,000,000) votes eligible were
present and another 3,000 were represented by proxy. The 3 directors were
elected uncontested.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Prior to the completion of the Company's initial public offering, there
was no trading activity in the Company's common stock. The Company believes
that certain market makers began quoting prices for the shares of the
Company's common stock following the Company's initial public offering which
closed in August 1994. The Company's common stock may be traded in the
over-the-counter market and quoted in what are commonly referred to as the
National Quotation Bureau's "pink sheets" or the OTC "Electronic Bulletin
Board", which reports quotations by brokers or dealers in particular
securities. Because of the lack of readily available quotations and the
limited trading volume frequently associated with these securities, there is
a greater risk of market volatility of such securities than for securities
traded on national exchanges. Trading in the Company's stock is reported
under the symbol CRQL.

The following table sets forth the quarterly high and low bid prices (to
the nearest $1/8) of the common stock from December 15, 1994 (the date for
which quotations are first available) through December 1996.

HIGH LOW

YEAR ENDED DECEMBER 31, 1994

Fourth Quarter 1/2 1/16

YEAR ENDED DECEMBER 31, 1995

First Quarter 3 1/2

Second Quarter 3-7/8 3

Third Quarter 3-3/4 1-3/4

Fourth Quarter 2-7/8 2-1/4

YEAR ENDED DECEMBER 31, 1996

First Quarter 2-1/4 1-3/4

Second Quarter 1-3/4 3/4

Third Quarter No Bid No Bid

Fourth Quarter No Bid No Bid

These quotations represent inter-dealer quotations without adjustment
for retail markups, markdowns or commissions and do not necessarily represent
actual transactions.

As of December 31, 1996, there were 978 record holders of the Company's
common stock.

The Company has not paid cash dividends on its common stock since
inception and management does not forsee the Company paying cash dividends in
the foreseeable future as any earned surplus is to be retained as working
capital for anticipated growth.

COMMON STOCK. The authorized capital stock of the Company includes
50,000,000 shares

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of common stock which has a par value of $.0001 per share. The holders of
common stock (a) have equal rateable rights to dividends from funds legally
available therefor, when and if declared by the Board of Directors of the
Company; (b) are entitled to share rateably in all of the assets of the
Company available for distribution to holders of common stock upon
liquidation, dissolution or winding up of the affairs of the Company; (c)
does not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions applicable thereto; and (d) are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all meetings.

PREFERRED STOCK. The authorized capital stock of the Company also
includes 10,000,000 shares of preferred stock, par value $.001 per share.
The Board of Directors of the Company has the right to determine the
characteristics of any preferred stock. Such characteristics include voting
rights, dividend requirements, redemption provisions and/or liquidation
preferences.

The Board of Directors of the Company has designated 100,000 shares of
preferred stock as Series A Preferred Stock (the "Preferred Stock").
Concurrently with the completion of the Company's initial public offering,
Ms. Zepeda exchanged the 20,000,000 shares of common stock that she owned for
100,000 shares of Preferred Stock. The rights of the holder of the Preferred
Stock (the entire issue of 100,000 shares being held by the President, Raquel
Zepeda) have been amended by the Board of Directors to allow the conversion
of Preferred stock into common stock at the rate of one share of Series A
Preferred stock for 200 shares of Common stock at any time. The Board of
Directors has further directed the Corporation to issue 20,000,000 shares of
common stock to the President, Raquel Zepeda, in exchange for the 100,000
shares of Preferred stock held by her, and to retire the Preferred Stock.
This brings the total of issued and outstanding common stock of the
Corporation to 24,000,000 shares. This action is anticipated to have a
material dilutive effect on the holders of the Corporation's outstanding
common stock.

As of December 31, 1996, there were 24,000,000 shares of common stock
outstanding, with each share entitled to one vote. As the holder of
20,000,000 shares, Ms. Zepeda will continue to be able to elect all of the
Company's directors and continue to control the Company. See "Item 11.
Security Ownership of Certain Beneficial Owner and Management".

The Company has not paid any cash dividends since its inception and does
not contemplate paying dividends in the foreseeable future. It is
anticipated that earnings, if any, will be retained for the operation of the
Company's business.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

MATERIAL CHANGES IN FINANCIAL CONDITION

The Company's liquidity at December 31, 1996 was improved slightly over
its liquidity at the end of the prior year. The Company received the
remaining $400,000 of the $1,250,000 of settlement proceeds which the Company
agreed to accept as and for full payment of the exercise price of the A
Warrants and B Warrants issued by the Company in connection with its initial
public offering which were exercised in transactions which the Company claims
was fraudulent. In September 1995, the Company entered into an Agreement with
Moore McKenzie, Inc., a Philippine corporation ("MMI"), which purchased and
resold the shares issued upon exercise of the warrants on behalf of third
party entities. MMI has expressly denied any involvement in the exercise of
the warrants. Solely for the purpose of protecting and preserving its
investment in the shares and its reputation and goodwill among its present
and potential future customers and its goodwill in the securities markets in
the Asia-Pacific region, MMI agreed to make installment payments to the
Company an amount equal to the $1,250,000 unpaid exercise price of the A
Warrants and B Warrants. The C Warrants have been cancelled.

The Company's available cash position at December 31, 1996 is expected
to be sufficient to defray the Company's operating expenses through calendar
year 1997, and possibly for some period thereafter.

Through December 31, 1996, revenues from operations continued to be
insufficient to

<PAGE>

support the selling, general and administrative expenses of the Company. At
such time as the settlement agreement proceeds are exhausted, the Company's
continued existence will be dependent on its ability to generate significant
product sales and ultimately achieve profitable operations.

MATERIAL CHANGES IN RESULTS OF OPERATIONS

The Company had only minimal operations during the first portion of the
year ended December 31, 1996 as the Company concentrated on renovating its
boutique and ordering products for sale. Following the opening of the
boutique and headquarters in May and the opening of the second boutique in
October, the Company started selling its products to the retail public.

The Company's selling, general and administrative expenses increased
dramatically during the year ended December 31, 1996 over the level of
selling, general and administrative expenses incurred during the preceding
year. The increase was attributable primarily to increases in officer salary
expense, rental expense, expense associated with retail and administrative
personnel and legal expense in connection with filing reports under the
Securities Exchange Act of 1934, as amended.

The Company's business operations during the year ended December 31,
1996 resulted in only minimal revenues. Management does not believe that
historical revenues, operating margins or expenses for the periods ended
December 31, 1996 were indicative of future operating results.

The Company is unable to predict when, if ever, the Company will
generate sufficient revenues from operations in excess of its cost of goods
sold and selling, general and administrative expenses.

ITEM 7. FINANCIAL STATEMENTS.

COLECCIONES DE RAQUEL, INC.
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

Report of Independent Certified Public Accountants for the year ended
December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Report of Independent Auditors for the year ended December 31, 1995. . . . . .14

Balance Sheets as of December 31, 1996 . . . . . . . . . . . . . . .. . . . 15

Statements of Operations for the years ended December 31, 1996
and 1995 and for the period from December 1, 1987 (Inception)
through December 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . 16

Statements of Stockholders' Equity for the period from December 1, 1987
(Inception) to December 31, 1996 . . . . . . . . . . . . . . . . . . . .17

Statements of Cash Flows for the years ended December 31, 1996
and 1995 and for the period from December 1, 1987 (Inception)
through December 31, 1996 . . . . . . . . . . . . . . . . . . . . . 18

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .20

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Colecciones de Raquel, Inc.

We have audited the accompanying balance sheet of Colecciones de Raquel, Inc.
(a development stage company) as of December 31, 1996, and the related
statements of operations, stockholders' equity, and cash flows for the year
then ended and the period from December 1, 1987 (inception) to December 31,
1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Colecciones de Raquel, Inc.
as of December 31, 1996, and the results of its operations and cash flows for
the year then ended and the period from December 1, 1987 (inception) to
December 31, 1996, in conformity with generally accepted accounting
principles.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
February 21, 1997

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of
Colecciones de Raquel, Inc.

We have audited the accompanying statements of operations, stockholders'
equity and cash flows for the year ended December 31, 1995 and the period
from December 1, 1987 (inception) to December 31, 1995 of Colecciones de
Raquel, Inc. (a development stage company). These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of
Colecciones de Raquel, Inc. for the year ended December 31, 1995 and the
period from December 1, 1987 (inception) to December 31, 1995, in conformity
with generally accepted accounting principles.

Cacciamatta Accountancy Corporation
(successor firm to Saddington-Cacciamatta)
Irvine, California
April 4, 1996

<PAGE>

COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 1996

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

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 2) $ 744,065
Inventory 75,675
Prepaid expenses and other assets 9,559
----------
Total current assets 829,299

EQUIPMENT, net of accumulated depreciation of $10,185 28,816
DEPOSITS 3,651
----------
TOTAL ASSETS $ 861,766
----------
----------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 13,269
----------
Total current liabilities 13,269

COMMITMENTS AND CONTINGENCIES (Note 5)

STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value:
10,000,000 shares authorized,
0 shares issued and outstanding (Note 3) -
Common stock, $.0001 par value,
50,000,000 shares authorized,
24,000,000 shares issued and outstanding (Note 3) 2,400
Additional paid-in capital 1,375,444
MMI settlement Agreement (Note 3) -
Deficit accumulated during the development stage (529,347)
----------
Total stockholders' equity 848,497
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 861,766
----------
----------

<PAGE>

COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

Period From
December 1,
For the Year Ended 1987
December 31, (Inception) to
----------------------- December 31,
1996 1995 1996
-------- -------- --------------
<S> <C> <C> <C>
SALES $ 5,563 $ 4,307 $ 19,177

COST OF GOODS SOLD 1,865 1,420 6,608
----------- ----------- -----------
GROSS PROFIT 3,698 2,887 12,569

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES 346,085 148,605 594,566
----------- ----------- -----------
LOSS FROM OPERATIONS (342,387) (145,718) (581,997)

OTHER INCOME
Interest income 35,050 - 35,050
Litigation settlement - 20,000 20,000
----------- ----------- -----------
LOSS BEFORE PROVISION FOR INCOME TAXES (307,337) (125,718) (526,947)

PROVISION FOR INCOME TAXES (Note 3) 800 800 2,400
----------- ----------- -----------
NET LOSS $ (308,137) $ (126,518) $ (529,347)
----------- ----------- -----------
----------- ----------- -----------
NET LOSS PER SHARE $ (0.02) $ (0.03)
----------- -----------
----------- -----------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 14,382,514 3,748,634
----------- -----------
----------- -----------

</TABLE>

<PAGE>

COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31,
- ----------------------------------------------------------------------------------------------------------------------------------

DEFICIT
PREFERRED STOCK COMMON STOCK ADDITIONAL MMI DURING THE
---------------------- ------------------------ PAID-IN SETTLEMENT DEVELOPMENT
SHARES AMOUNT SHARES AMOUNT CAPITAL AGREEMENT STAGE TOTAL
---------- ---------- ---------- ---------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET LOSS FROM INCEPTION
THROUGH DECEMBER 31,
1992 - $ - - $ - $ - $ - $ (29,178) $ (29,178)
NET LOSS - - - - - - (7,462) (7,462)
---------- ------ ----------- -------- ------------ ---------- ----------- ----------
BALANCE, DECEMBER 31,
1993 - - - - - - (36,640) (36,640)
COMMON STOCK ISSUED
IN REORGANIZATION - - 20,000,000 2,000 34,754 - - 36,754
COMMON STOCK ISSUED
IN INITIAL PUBLIC
OFFERING - - 1,000,000 100 0,990 - - 91,090
PREFERRED STOCK EXCHANGED
FOR COMMON STOCK IN
CONNECTION WITH INITIAL
PUBLIC OFFERING 100,000 100 (20,000,000) (2,000) 1,900 - - -
EXERCISE OF A WARRANTS 1,000,000 100 249,900 250,000
MMI SETTLEMENT
AGREEMENT - - - - - (250,000) - (250,000)
NET LOSS - - - - - - (58,052) (58,052)
---------- ------ ----------- -------- ------------ ---------- ----------- ----------
BALANCE, DECEMBER 31,
1994 100,000 100 2,000,000 200 377,544 (250,000) (94,692) 33,152
EXERCISE OF B WARRANTS - - 2,000,000 200 999,800 - - 1,000,000
MMI SETTLEMENT
AGREEMENT - - - - - (1,000,000) - (1,000,000)
CASH RECEIVED FROM
MMI - - - - - 849,875 - 849,875
NET LOSS - - - - - - (126,518) (126,518)
---------- ------ ----------- -------- ------------ ---------- ----------- ----------
BALANCE, DECEMBER 31,
1995 100,000 100 4,000,000 400 1,377,344 (400,125) (221,210) 756,509
CASH RECEIVED FROM
MMI - - - - - 400,125 - 400,125
COMMON STOCK
EXCHANGED FOR
PREFERRED STOCK (100,000) (100) 20,000,000 2,000 (1,900) - - -
NET LOSS - - - - - - (308,137) (308,137)
---------- ------ ----------- -------- ------------ ---------- ----------- ----------
BALANCE, DECEMBER 31,
1996 - $ - 24,000,000 $ 2,400 $1,375,444 $ - $ (529,347) $ 848,497
---------- ------ ----------- -------- ----------- ---------- ----------- ----------
---------- ------ ----------- -------- ----------- ---------- ----------- ----------

</TABLE>

The accompanying notes are an integral part of these financial statements
4

<PAGE>

COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

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

PERIOD FROM
DECEMBER 1,
FOR THE YEAR ENDED 1987
DECEMBER 31, (INCEPTION) TO
--------------------------- DECEMBER 31,
1996 1995 1996
------------ ------------ --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (308,137) $ (126,518) $ (529,347)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation 7,462 934 10,185
(Increase) decrease in
Inventory (33,525) (24,853) (75,675)
Prepaid expenses and other assets 19,779 (29,338) (9,559)
Deposits (537) 1,886 (3,651)
Increase (decrease) in
Accounts payable and accrued expenses (15,881) 28,350 13,269
----------- ----------- ----------
Net cash used in operating
activities (330,839) (149,539) (594,778)
----------- ----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (27,280) (8,503) (39,001)
----------- ----------- ----------
Net cash used in investing
activities (27,280) (8,503) (39,001)
----------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from MMI settlement Agreement 400,125 849,875 1,250,000
Proceeds on sale of common stock - - 91,090
Payments for offering costs - - -
Loans and paid-in capital from
preferred stockholder (3,648) 1,000 36,754
----------- ----------- ----------
Net cash provided by financing
activities 396,477 850,875 1,377,844
----------- ----------- ----------
Net increase in cash and cash
equivalents 38,358 692,833 744,065

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD 705,707 12,874 -
----------- ----------- ----------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 744,065 $ 705,707 $ 744,065
----------- ----------- ----------
----------- ----------- ----------

</TABLE>

The accompanying notes are an integral part of these financial statements

<PAGE>

COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (CONTINUED)

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

PERIOD FROM
DECEMBER 1,
1987
FOR THE YEAR ENDED DECEMBER 31, (INCEPTION) TO
------------------------------ DECEMBER 31,
1996 1995 1996
------------- ------------ --------------
<S> <C> <C> <C>

INTEREST RECEIVED $ 35,050 $ - $ 35,050
------------- ------------ --------------
------------- ------------ --------------
TAXES PAID $ 800 $ 800 $ 2,400
------------- ------------ --------------
------------- ------------ --------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
EXERCISE OF WARRANTS AND RELATED
SETTLEMENT AGREEMENT $ - $ 1,000,000 $ 1,250,000
------------- ------------ --------------
------------- ------------ --------------

</TABLE>

<PAGE>

COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
(See Report of Independent Certified Public Accountants)

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND LINE OF BUSINESS
Colecciones de Raquel, Inc. (the "Company") was organized under the laws of
the State of Nevada on August 6, 1993. As of March 31, 1994, the company
issued 20,000,000 shares of its common stock for the business known as
Colecciones de Raquel in a reorganization of entities under common control
accounted for at historic cost in a manner similar to pooling of interest
accounting as the Company's sole stockholder was the sole proprietor of the
predecessor business. Accordingly, the accompanying financial statements
and notes include the accounts of Colecciones de Raquel since its inception
on December 1, 1987.

The Company intends to market and sell a line of cosmetics, skin care, and
fragrance products which it believes will have appeal to olive-skinned
women. Through December 31, 1996, the Company was primarily involved in
preliminary marketing efforts and had not achieved significant sales of its
products. Therefore, in accordance with Statement of Accounting Standards
("SFAS") No. 7, "Accounting and Reporting by Development Stage
Enterprises," the Company is accounted for as a development stage company.

FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. For certain of the
Company's financial instruments, including cash and accounts payable and
accrued expenses, the carrying amounts approximate fair value due to their
short maturities.

CASH AND CASH EQUIVALENTS
For purpose of the statements of cash flows, cash equivalents include time
deposits, certificates of deposit, and all highly liquid debt instruments
with original maturities of three months or less.

INVENTORIES
Inventories are stated at the lower of cost or market using the first-in,
first-out method.

EQUIPMENT
Equipment is carried at cost and depreciated using the straight-line method
over its estimated useful lives which is generally five years.

ADVERTISING COSTS
Advertising costs are charged to operations when incurred. Advertising
costs were $18,641 and $13,158 in 1996 and 1995, respectively.

<PAGE>

COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(SEE REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS)

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES
The Company uses the liability method of accounting for income taxes
pursuant to SFAS No. 109, "Accounting for Income Taxes."

NET LOSS PER SHARE
The computation of net loss per share is based on the weighted average
number of common and common equivalent shares outstanding during each year.

ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
the disclosures of contingent assets and liabilities at the date of
financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.

NOTE 2 - CONCENTRATION OF CREDIT RISK

The Company maintains cash deposits at a financial institution located in
southern California. Deposits at the financial institution are not insured
by the Federal Deposit Insurance Corporation ("FDIC"). The amount included
in cash that is uninsured is $729,522. The Company has not experienced any
losses in such accounts and believes it is not exposed to any significant
credit risk on cash deposits.

NOTE 3 - COMMON AND PREFERRED STOCK TRANSACTIONS

WARRANTS AND RELATED SETTLEMENT AGREEMENT
As part of an initial public offering in August 1994, the Company issued
1,000,000 Units of securities for an aggregate offering price of $100,000.
Each Unit consisted of one share of common stock and one A Warrant. Each A
Warrant entitles the holder one share of common stock and two B Warrants.
Each B Warrant entitles the holder one share of common stock and one C
Warrant.

<PAGE>

COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(SEE REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS)

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

NOTE 3 - COMMON AND PREFERRED STOCK TRANSACTIONS (CONTINUED)

WARRANTS AND RELATED SETTLEMENT AGREEMENT (Continued)
In February 1995, all of the B Warrants were exercised in a transaction
which the Company claims was fraudulent. Although the Company received no
portion of the $1,000,000 exercise price, Units consisting of one share of
common stock and one C Warrant were issued by the Company's transfer agent
without the knowledge of the Company's officers or directors to persons
purportedly exercising the B Warrants.

The shares of common stock issued in the Company's initial public offering
and upon exercise of the A Warrants and B Warrants (collectively "Shares")
have been publicly traded. The C Warrants were not exercised and were
canceled by the Company.

In September 1995, the Company entered into an Agreement with Moore
McKenzie, Inc., a Philippine corporation ("MMI"), which purchased and
resold the shares following their exercise by third party entities. MMI
has expressly denied any involvement in the exercise of the A Warrants, B
Warrants, and C Warrants. Solely for the purpose of protecting and
preserving its investment in the Shares and its reputation and goodwill,
MMI agreed to pay the Company the exercise price of the A Warrants
($250,000) and B Warrants ($1,000,000). As of December 31, 1996, the
Company had received the entire settlement of $1,250,000.

The Company has agreed within one year of the Agreement to sell MMI an
additional 1,000,000 shares of common stock at a price of $1.00 per share
in place of the shares which could have been purchased upon exercise of the
C Warrants which were issued upon exercise of the B Warrants and
subsequently canceled by the Company. As part of the Agreement with MMI,
the Company has consented to MMI commencing legal proceedings in the name
of MMI against third parties to recover MMI's damages suffered as a result
of or in connection with MMI's purchase of the Shares and has agreed to
assist and cooperate with MMI in any such action. The year has expired and
MMI has not purchased an additional 1,000,000 shares of common stock.

SERIES A CONVERTIBLE PREFERRED STOCK
The preferred stock has a redemption price and liquidating value of $.001
per share (aggregate $1,000) and is not entitled to dividends. Under
limited circumstances the Company may elect to redeem the preferred stock.
If such an election is made, all outstanding shares of preferred stock must
be redeemed. Upon liquidation, dissolution, or winding up of the affairs
of the Company, each share of preferred stock is entitled to receive its
par value of $.001 before any distributions are made to holders of common
stock.

In June 1996, the Company retired 100,000 shares of Series A convertible
preferred stock which was exchanged for 20,000,000 shares of common stock.

<PAGE>

COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(SEE REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS)

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

NOTE 3 - COMMON AND PREFERRED STOCK TRANSACTIONS (CONTINUED)

INCENTIVE STOCK OPTION PLAN
The Company has adopted an Incentive Stock Option Plan (the "Plan"). The
Plan authorizes the granting of options to employees of the Company to
purchase an aggregate of 500,000 shares of common stock at no less than the
fair market value of the common stock at the date the option is granted.
For owners of 10% or more of the voting power of the Company's stock, the
option price must be at least 10% or more of the fair market value of the
common stock at the date the option is granted. No option may be granted
after August 6, 2003. No options have been granted under the Plan.

NOTE 4 - INCOME TAXES

The Company has no material temporary differences that would result in
deferred taxes. The Company does, however, have loss carryforwards which
may result in deferred tax assets in the future. At December 31, 1996,
the Company has approximately $490,000 and $245,000 federal and state
carryforwards available to offset taxes through December 31, 2011 and
2001, respectively.

The Company's deferred tax asset, which have been offset entirely by
valuation allowances, comprise the following at December 31, 1996:

Loss carryforwards $ 182,000
Valuation allowance (182,000)
----------
DEFERRED TAX ASSETS $ -
----------
----------

The valuation account has been increased by approximately $110,000
during the year ended December 31, 1996.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDING
On December 8, 1993, Raquel Zepeda, dba Colecciones de Raquel, a California
sole proprietorship, filed a civil action in the State of California
Superior Court, Los Angeles County, against Rixima, Inc. ("Rixima") and
J.C. Penney, Inc. alleging violation of the Lanham Act, trade name
infringement, unfair competition, invasion of privacy, and conspiracy,
claiming that Rixima had used Ms. Zepeda's likeness in connection with the
marketing of cosmetic products using its "Raquel" and "Raquelle"
trademarks. Ms. Zepeda also filed an objection to the trademark
applications filed by Rixima. Rixima removed the action to the United
States District Court, Central District of California.

<PAGE>

COLECCIONES DE RAQUEL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996
(SEE REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS)

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

NOTE 5 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

LEGAL PROCEEDING (Continued)
On June 20, 1995, Ms. Zepeda entered into a Settlement Agreement and
General Mutual Release with Rixima pursuant to which Ms. Zepeda agreed to
dismiss the action brought against Rixima and the objection to Rixima's
pending trademark applications for "Raquel" and "Raquelle" in consideration
of payment by Rixima of the sum of $20,000. The parties also agreed to a
covenant not to sue which obligates Rixima not to sue Ms. Zepeda or the
Company for trademark infringement or unfair competition in connection with
the sale of its line of cosmetic products to Hispanic women. On December
17, 1996, the United States District Court, Central District of California,
denied a motion by Rixima for an order declaring that the Company is a
party to the Agreement, and also denied a motion by Rixima for an order
declaring that the Company is a party to the covenant not to sue.

LEASES
The Company leases its office and retail facilities under operating leases
which expire through June 1999. Minimum annual rental commitments under
the lease are as follows:

Year Ending
December 31,

1997 $ 27,000
1998 17,000
1999 9,000
---------

TOTAL $ 53,000
---------
---------

Rent expense for the years ended December 31, 1996 and 1995 was $25,333
and $16,581, respectively.

EMPLOYMENT AGREEMENT
The Company has entered into an employment agreement with an officer
expiring August 1999 with an aggregate annual salary of $60,000, increasing
at the beginning of each subsequent calendar year by the Consumer Price
Index. In addition, the employee is entitled to incentive compensation
each year to be determined by the Company's Board of Directors.

<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES.

On November 22, 1996 the Company dismissed Cacciamatta Accountancy
Corporation (successor firm of Saddington-Cacciamatta) as independent
auditors. The dismissal did not involve a dispute with Cacciamatta
Accountancy Corporation over accounting practices or policies. The reports
of Cacciamatta Accountancy Corporation on the Company's financial statements
for the years ended December 31, 1994 and 1995 did not contain an adverse
opinion or disclaimer of opinion, nor was it modified as to uncertainty,
audit scope, or accounting principals. The decision to dismiss Cacciamatta
Accountancy Corporation was approved by the board of directors of the
Company.

In connection with the audits of the Company's financial statements for each
of the years ended December 31, 1994 and 1995 and up to November 22, 1996,
there were no disagreements with Cacciamatta Accountancy Corporation on any
matters of accounting principles and practices, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Cacciamatta Accountancy Corporation, would have caused such
firm to make reference to the matter in their report. On January 21, 1996,
the Company received a letter from Cacciamatta Accountancy Corporation
stating that they agree with the statements made by the Company.

On December 12, 1996, the board of directors of the Company approved the
appointment of Singer Lewak Greenbaum & Goldstein LLP as the Company's
independent auditor.

<PAGE>

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The directors and executive officers of the Company are as follows:

NAME AGE POSITION
---- --- --------
Raquel Zepeda 45 President and Director

Elizabeth A. Camacho 26 Secretary

Gustavo Zepeda 39 Director

Delia Vasquez 49 Director

Directors serve until the next annual meeting of shareholders and until
their successors have been elected and have been qualified. Officers serve
until the meeting of the Board of Directors following the next annual meeting
of shareholders and until their successors have been elected and have been
qualified. Raquel Zepeda is the sister of Gustavo Zepeda.

RAQUEL ZEPEDA, has served as President and as a director of the Company
since its inception on August 6, 1993 and as the Treasurer of the Company
since August 1995. Ms. Zepeda established CDR as a sole proprietorship in
1987. See "Business". From July 1993 to July 1994, Ms. Zepeda was employed
as a legal secretary by the law firm of Rosky, Landau, Stall & Sheehy. From
July 1992 to July 1993 she was employed in a similar capacity by the law firm
of Turner, Gerstenfeld, Wilk, Tigerman & Young. From April 1988 to July
1992, Ms. Zepeda was employed as a temporary legal secretary by various law
firms in the Los Angeles, California area. None of the law firms that
employed Ms. Zepeda has any relation to the Company.

ELIZABETH A. CAMACHO, has served as Secretary of the Company since
August, 1995. Ms. Camacho is employed by the Company as its Administrator.
From May 1994 through September, 1995, Ms. Camacho was the vault manager for
a large food services company where she was responsible for all cash
transactions and vault audit procedures. Ms. Camacho also served as a
financial administrator for the company maintaining accounts receivable and
account payable ledgers. Prior thereto, from July 1991 through April 1994,
Ms. Camacho was a security officer for the U.S. Department of Justice. Ms.
Camacho attended El Paso Community College where she majored in business
management.

GUSTAVO ZEPEDA, has served as a director of the Company since January
31, 1994. Mr. Zepeda currently owns and operates a coffee and dessert cafe
that he established in 1992 which is located in El Paso, Texas. From July
1991 to February 1992, Mr. Zepeda was employed as a sales associate by Jay
David, Inc., a clothing designer. From May 1990 to June 1991, he was
employed as a sales associate by Alfred Dunhill of London, a men's clothing
designer. From November 1986 to April 1990, Mr. Zepeda was Director of
Corporate Sales for C. A. Maim & Co., a leather and luggage retailer. He
received a Bachelor of Business degree from the University of Texas at El
Paso.

DELIA VASQUEZ, has served as a director of the Company since October 12,
1996. Ms. Vasquez is currently Director of Sales and Marketing at Desoma
International, a cosmetics distributor, since July of 1994. From January
1992 until June 1994 she was the Western Region Sales Manager for Parlux,
Ltd., and from January 1991 to December 1991 she was the Western Regional
Manager for Benetton Corporation. Ms. Vasquez is a licensed cosmetologist
and attended Rio Hondo Junior College, California.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder require the

<PAGE>

Company's officers and directors and persons who own more than 10% of the
Company's common stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and to furnish the Company with
copies. During each of the fiscal years ended December 31, 1996, and 1995,
each of the directors and officers filed the required Form 3.

ITEM 10. EXECUTIVE COMPENSATION.

COMPENSATION OF OFFICERS. No executive officer of the Company was paid
cash or non-cash compensation in excess of $100,000 during calendar year
1996, 1995, 1994 or 1993 and the Company had and has no compensation plans in
place and no officer has received non-cash compensation, other than employee
benefits made available to all employees of the Company. The following table
sets forth the cash compensation paid by the Company to its chief executive
officer for services rendered during calendar years 1996, 1995, 1994 and 1993.

ANNUAL COMPENSATION (1)
-----------------------
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION
- ------------------ ---- ---------- --------- ------------
Raquel Zepeda, President 1996 60,000 --- ---
1995 50,000* --- ---
1994 9,000 --- ---
1993 -0- --- ---

*$15,149 of Ms. Zepeda's 1995 salary was accrued.

INCENTIVE STOCK OPTION PLAN. The Company has adopted an Incentive Stock
Option Plan (the "Plan"). The purpose of the Plan is to secure and retain
key employees of the Company. The Plan authorizes the granting of options to
key employees of the Company to purchase an aggregate of 500,000 shares of
commons stock, subject to adjustment for various forms of reorganizations
that may occur. No options may be granted after August 6, 2003 and the fair
value of an option to each optionee cannot exceed $100,000 per year. An
employee must have six months of continuous employment with the Company
before he or she may exercise an option granted under the Plan. The option
exercise price may not be less than 100% of the fair market value of the
shares at the time of the granting of such option. In the event an option is
granted to a stockholder who owns 10% or more of the Company's shares at the
time of the grant of the option, the option price must not be less than 110%
of the fair market value of the shares at the time of such grant. Options
granted under the Plan are non-assignable and terminate three months after
employment by the optionee ceases, except if employment terminates due to the
disability of the optionee, in which event the option will expire twelve
months from the date employment ceases. The Plan is administered by the
Company's Board of Directors. No options have been granted under the Plan.
It may be expected that any options granted will be exercised only if it is
advantageous to the option holder and when the market price of the company's
common stock exceeds the option price. In the event that the Company grants
options pursuant to the Plan, the existence of such options may have a
negative effect on the market price of the Company's common stock.

COMPENSATION OF DIRECTORS. Directors receive no compensation for their
services as such.

EMPLOYMENT AGREEMENT.. Ms. Zepeda previously entered into a five year
employment agreement with the Company which became effective upon the
completion of the Company's initial public offering. The employment
agreement provided, among other things, that Ms. Zepeda would devote a
minimum of 20 hours per week to the affairs of the Company and would be
compensated at the annual rate of $25,000. Ms. Zepeda was also entitled to
annual cash bonuses

<PAGE>

equal to 10% of the Company's audited annual net income. The employment
agreement also provided that the total compensation payable to Ms. Zepeda in
any one year would be limited to 25% of the Company's audited annual net
income.

Ms. Zepeda has devoted her full time to the business of the Company
since August 1994. In January, 1996, the Company and Ms. Zepeda entered into
an Amendment No. 1 to Employment Agreement which provides for her full time
employment by the Company. The Amendment provides a base salary effective
January 1, 1995 of $50,000 per annum, increasing to $60,000 per annum
effective January 1, 1996 and thereafter increasing only for cost of living
adjustments. The Amendment provides for incentive compensation as determined
by the Board of Directors of the Company considering as a factor in such
incentive compensation the profitability of the Company. The limit of 25% of
the Company's audited net income on Ms. Zepeda's compensation based on
profitability was eliminated in its entirety. The limit was believed to
violate the California Labor Code in periods where the limit would result in
Ms. Zepeda receiving de minimis compensation.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table
sets forth information for each person who is known to the Company to be the
beneficial owner of more than five percent of any class of the Company's
voting stock as of December 31, 1996:

AMOUNT AND PERCENT OF
TITLE OF NAME AND ADDRESS OF NATURE OF PERCENT OF ALL VOTING
CLASS BENEFICIAL OWNER BENEFICIAL OWNER CLASS CLASSES
- -------- ------------------- ---------------- ---------- ----------
Common Stock Raquel Zepeda 20,000,000 shares 83.33% 83.33%
9873 S. Santa owned directly
Monica Blvd.
Beverly Hills, CA

As of December 31, 1996, there were 24,000,000 shares of common stock
outstanding, with each share entitled to one vote. Therefore, the Company
has securities outstanding with an aggregate of 24,000,000 votes.

SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth as to
each class of equity securities of the Company beneficially owned by all of the
Company's directors and nominees, each of the named executive officers and by
all of the Company's directors and executive officers as a group:

AMOUNT AND
NAME AND ADDRESS OF NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNER CLASS
- -------------- ------------------- ---------------- ----------
Common Stock Raquel Zepeda 20,000,000 shares 83.33%
9873 S. Santa owned directly
Monica Blvd.
Beverly Hills, CA

Common Stock Gustavo Zepeda -- --
La Dolce Vita
El Paso, Texas

Common Stock Delia Vasquez -- --
9873 S. Santa
Monica Blvd.
Beverly Hills, CA

<PAGE>

Common Stock Elizabeth A. Camacho -- --
9873 S. Santa
Monica Blvd.
Beverly Hills, CA

Common Stock All executive officers 20,000,000 shares 83.33%
and directors as a
group (4 persons)

CHANGES IN CONTROL.. Other than the Employment Agreement with Ms.
Zepeda, there are no agreements, arrangements, or pledges of securities of
the Company, the operation of which may at a subsequent date result in a
change of control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

As of December 31, 1993, the Company issued 20,000,000 shares of Common
Stock to Ms. Zepeda in exchange for the business of CDR. In connection with
this transaction, Ms. Zepeda contributed all amounts advanced by her to CDR
during the time that CDR was being operated by her as a sole proprietorship.
Upon completion of the Company's initial public offering, Ms. Zepeda
exchanged the 20,000,000 shares of Common Stock that she owned for 100,000
shares of Series A Preferred Stock (200 shares of Common for one share of
Series A Preferred Stock).

The rights of the holder of the Series A Preferred stock (Ms. Zepeda)
have been amended by the Board of Directors to allow the conversion of said
Series A Preferred stock into common stock at the rate of one share of Series
A Preferred stock for 200 shares of Common stock at any time.

The Board of Directors has further directed the Corporation to issue
20,000,000 shares of common stock to Ms. Zepeda in exchange for the 100,000
shares of Series A Preferred stock held by her, and to retire the said Series
A Preferred stock. This brings the total of issued and outstanding common
stock of the Corporation to 24,000,000 shares. This action is anticipated to
have a material dilutive effect on the holders of the Corporation's
outstanding common stock.

Ms. Zepeda has entered into an employment agreement with the Company
which became effective upon the completion of the Company's initial public
offering and was thereafter amended. See "Item 10. Executive Compensation".

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) EXHIBITS AND INDEX OF EXHIBITS.

EXH. SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
---- ----------- -------------
3.1 Articles of Incorporation, (1).

3.2 Amendment to Articles of Incorporation, (1).

3.5 Certificate of Determination of Rights and Preferences
of Series A Preferred Stock, (2).

3.6 Amended and Restated Bylaws, (2).

3.7 Amendment to Certificate of Determination of Rights
and Preferences of Series A Preferred Stock. 33

4.1 Specimen Certificate of Common Stock, (1).

4.2 Form of Warrant Agreement, (1).

4.3 Specimen A Warrant Certificate, (1).

4.4 Specimen B Warrant Certificate, (1).

4.5 Specimen C Warrant Certificate, (1).

4.6 Specimen Certificate of Series A Preferred Stock, (1).

10.1 Incentive Stock Option Plan, (1).

10.2 Employment Agreement dated January 31, 1994 between the
Company and Raquel Zepeda, (1).

10.3 Trademark Application for "Colecciones de Raquel", (1).

10.4 Trademark No. 1,709,662 for "Sabor A Mi", (1).

10.5 Agreement dated December 31, 1993 between the Company and
Raquel Zepeda, (1).

10.6 Settlement Agreement and General Mutual Release dated June
20,1995 between the Raquel Zepeda dba Colecciones de Raquel
and Rixima, Inc., (3).

10.7 Agreement dated September, 1994 between the Company and
Moore McKenzie, Inc., (3).

10.8 Commercial Lease dated September 29, 1995 between the
Company and Wallace H. Siegel and Allen Siegel, (3).

10.9 Amendment No. 1 to Employment Agreement dated January 1,
1996 between the Company and Raquel Zepeda, (3).

10.10 Commercial Lease dated September 29, 1995 between the
Company and L.A. Pacific Center, Inc. 36

<PAGE>

FOOTNOTES TO EXHIBITS

(1) Incorporated by reference from Form SB-2 Registration Statement No.
33-76464-LA as filed on March 31, 1994

(2) Incorporated by reference from Form 10-KSB for the year ended December
31, 1995

(3) Incorporated by reference from Form 10-KSB for the year ended December
31, 1994

(b) REPORTS ON FORM 8-K.

During the fourth quarter of the fiscal year ended December 31, 1996, a
report on Form 8-K was filed on November 22, 1996 by the Company. Reports on
Form 8-K/A were filed on January 10, 1997, and January 28, 1997.

<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: March ____, 1997 COLECCIONES DE RAQUEL, INC.

By:___________________________________
Raquel Zepeda, President

In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

SIGNATURE

________________________________ President (Principal Executive March____,1997
RAQUEL ZEPEDA Officer, Principal Financial
Officer) and Director

________________________________ Director March____,1997
GUSTAVO ZEPEDA

________________________________ Director March____,1997
DELIA VASQUEZ

<PAGE>

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 18 1996
DEAN HELLER SECRETARY OF STATE

AMENDMENT TO CERTIFICATE OF DETERMINATION OF
RIGHTS AND PREFERENCES OF
SERIES A PREFERRED STOCK
OF COLECCIONES DE RAQUEL, INC,
A Nevada Corporation

The undersigned, Raquel Zepeda and Elizabeth A. Camacho,
hereby certify that:

1. They are the duly elected and acting President and Secretary,
respectively of COLECCIONES DE RAQUEL, INC. (the "Corporation").

2. This Amendment to Certificate is filed pursuant to Section
78.195, Subsection 6 and Section 78.1955, Subsection 4 of the Nevada Business
Corporation Act.

3. Pursuant to authority given by the Corporation's Articles of
Incorporation as amended March 1, 1994, the Board of Directors has duly
adopted the following recitals and resolutions:

WHEREAS, on February 7, 1996 the Certificate of Determination of
Rights and Preferences of Series A Preferred Stock of COLECCIONES DE
RAQUEL, INC., a Nevada Corporation was executed and caused to be filed
with the Secretary of State, and designated said stock as follows:

(a) The initial series of Preferred Stock shall be designated
"Series A Preferred Stock."

(b) The number of shares constituting the Series A Preferred
Stock shall be 100,000 shares.

(d) In the event of any liquidation or winding up of the
Corporation, the holder of the Series A Preferred stock will be
entitled to receive in preference to the holders of common stock an
amount equal to the par value per share for each share of Series A
Preferred Stock. Thereafter, the Series A Preferred Stock will have no
further participation in liquidation proceeds. A consolidation or
merger of the Corporation shall not be deemed to be a liquidation or
winding up for purposes of the liquidation preference.

(e) The Series A Preferred Stock will be convertible into shares
of common stock in the event the Corporation attains specified levels
of annual audited

1
<PAGE>

net income for any fiscal year as follows:

Aggregate Aggregate
Number of Number of
Annual Shares of Shares of
Audited Preferred Stock Common Stock
Net Income Convertible Issuable
---------- --------------- -------------
<S> <C> <C>
$1,000,000 15,000 1,500,000
$1,500,000 25,000 2,500,000
$2,500,000 50,000 5,000,000
$5,000,000 100,000 10,000,000

</TABLE>

(f) In the event that the Employment Agreement between the
Corporation and Raquel Zepeda is terminated by the Corporation for any
of the reasons stated therein, the Corporation has the right to redeem
any shares of Series A Preferred Stock held by Ms. Zepeda that remain
outstanding at their par value of $.001 per share.

(g) Each share of Series A Preferred Stock will be entitled to
120 non-cumulative votes on all matters presented to stockholders,
including the election of directors.

WHEREAS, the Board of Directors of the Corporation has the right
to determine or alter the characteristics of any class of Preferred
Stock issued, including, but not limited to, such characteristics as
voting rights, dividend requirements, redemption provisions, conversion
privileges, and liquidation preferences, and to fix the number of
shares constituting any such series, and to determine the designation
thereof, or any of them;

WHEREAS, the aforementioned Series A Preferred Stock has not been
issued;

NOW, THEREFORE, BE IT RESOLVED, that he Board of Directors hereby
determines to amend the previous designation of, number of shares
constituting, and the rights, preferences privileges and restrictions
relating to said series of Series A Preferred Stock, set forth in the
Certificate of Determination of Rights and Preferences of Series A
Preferred Stock of COLECCIONES DE RAQUEL, INC., Section (e) as follows:

(e) Each share of Series A Preferred Stock shall be convertible
to 200 shares of Common Stock at any which time that the Board of
Directors deems it appropriate.

The undersigned, Raquel Zepeda and Elizabeth A. Camacho, the President
and Secretary, respectively, of COLECCIONES DE

1.1
<PAGE>

RAQUEL, INC., each declares under penalty of perjury under the laws of the
State of Nevada that the matters set out in the foregoing Certificate are
true of her own knowledge.

Executed at Beverly Hills, California on June 21, 1996.

/s/
-------------------------
RAQUEL ZEPEDA

/s/
-------------------------
ELIZABETH A. CAMACHO

STATE OF CALIFORNIA )
) ss:
COUNTY OF LOS ANGELES )

On June 21, 1996, before me, Lester Miller - Notary Public , personally
----------------------------------
appeared RAQUEL ZEPEDA and ELIZABETH A. CAMACHO personally known to me (OR
PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE) to be the persons whose
names are subscribed to the within instrument and acknowledged to me that they
executed the same in in their authorized capacities, and that by their
signatures on the instrument the persons or the entity upon behalf of which
the persons acted, executed the instrument.

WITNESS my hand and official seal.

Signature /s/ Lester Miller
-----------------------

-2-

<PAGE>

RETAIL LEASE

By and Between

L.A. PACIFIC CENTER, INC.

A California Corporation

("LANDLORD")

And

COLECCIONES DE RAQUEL, Inc.

("TENANT")

For Premises At

THE PACIFIC CENTER BUILDING

523 W. SIXTH STREET

Los Angeles, California

<PAGE>

RETAIL LEASE INDEX

Page
----

1. Defined Terms..............................................1

2. Term.......................................................1

3. Rent.......................................................2

4. Late Payments..............................................3

5. Operating Expenses.........................................3

6. Tenant's Early Entry.......................................5

7. Completion of the Premises.................................5

8. Tenant's Rights to Use in Common...........................6

9. Services by Landlord.......................................7

10. Assignment and Subletting.................................7

11. Use and Occupancy.........................................8

12. Alterations and Additions by Tenant.......................9

13. Repair and Maintenance by Tenant..........................9

14. Mechanic's Liens.........................................10

15. Non-Liability of Landlord................................10

16. Tenant's Indemnification of Landlord.....................10

17. Liability Insurance......................................11

18. Certain Rights Reserved by Landlord......................11

19. Casualty.................................................12

20. Condemnation.............................................13

21. Tenant's Tax Responsibilities............................14

22. Surrender Upon Termination...............................14

23. Events of Default........................................14

24. No Implied Waiver........................................16

25. Waiver by Tenant.........................................16

26. Professionals' Fees and Legal Expenses...................16

27. Landlord's Lien..........................................16

28. Subordination............................................16

29. Quiet Enjoyment..........................................17

(i)
<PAGE>

RETAIL LEASE INDEX
(Continued)

Page
----

30. Holding Over by Tenant...................................17

31. Estoppel Certificate.....................................17

32. Notice to Landlord and Mortgage..........................18

33. Financial Statements.....................................18

34. Personal Liability.......................................18

35. Security Deposit.........................................18

36. Notices..................................................18

37. Binding Effect...........................................18

38. Paragraph Headings.......................................19

39. Entire Agreement.........................................19

40. No Representations.......................................19

41. Joint and Several Liability..............................19

42. Gender...................................................19

43. No Merger................................................19

44. Severability.............................................19

45. Running Obligations......................................19

46. Governing Law............................................19

47. Landlord's Rights Upon Bearing Tenant's Obligation.......19

48. Submission of Lease......................................19

49 Brokers and Agents.......................................19

50. Advertising and Signage..................................19

51. Modification for Lender..................................20

52. Guaranty.................................................20

53. Hazardous Materials......................................20

54. Transfer of Landlord's Interest..........................20

55. Additional Provisions....................................20

56. Renewal Options..........................................20

57. Confidentiality..........................................21

58. Rent Credit..............................................22

R1 Parking Agreement.........................................23

(ii)
<PAGE>

RETAIL LEASE
------------
INDEX
------
(continued)

EXHIBIT A Floor Plan of the Premises

EXHIBIT B Legal Description

EXHIBIT C Construction Work Exhibit

EXHIBIT D Form of Letter Regarding
Acceptance and Statement of
Premises, Area and Term

EXHIBIT E Rules and Regulations

EXHIBIT F Signage Criteria

<PAGE>

This Lease, dated for reference purposes only as of April 5, 1996, is entered
into by and between LA PACIFIC CENTER, A California Corporation ("Landlord"),
and Colecciones de Raquel, Inc ("Tenant").

PREAMBLE:
---------

Landlord, in consideration of the rent to be paid and the covenants and
agreements to be performed by Tenant, as hereinafter set forth, does hereby
lease, demise and let unto Tenant, and Tenant hereby leases and accepts from
Landlord that certain office space in the "Building," as defined below, shown
and designated on the floor plan attached hereto as Exhibit "A" and
incorporated herein by this reference (the "Premises") for the "Term", as
defined below, unless sooner terminated as herein provided. The Premises are
leased by Landlord to Tenant and are accepted and are to be used and
possessed by Tenant upon and subject to the following terms, provisions,
covenants, agreements and conditions.

1. DEFINED TERMS. Each reference in this Lease to any of the terms described
in this Paragraph 1 shall mean and refer to the following; all other terms
are as defined in this Lease:

a. LANDLORD'S ADDRESs: 523 West Sixth Street, Suite 218 Los Angeles, CA 90014

b. TENANT'S ADDRESS: 517 West Sixth Street Los Angeles, CA 90014

c. BUILDING: The building containing approximately 430,000 rentable square
feet with an address of 523 West Sixth Street, Los Angeles, California 90014

d. LAND: That certain real property more particularly described in Exhibit
"B" attached hereto and incorporated herein by this reference.

e. PROPERTY: The Building and the Land and other improvements, fixtures or
structures of any kind now or hereafter constructed on the Land.

f. TERM: Three (3) years and zero (0) months.

g. TERM COMMENCEMENT DATE: One (1) month from date of possession or upon
Tenant's opening for business, whichever shall first occur.

h. ANNUAL FIXED RENT: Months 1-36 $1,451.20

l. TENANT'S PROPORTIONATE SHARE OF OPERATING COSTS: .002

j. PREMISES. Approximately 907 usable square feet, known as PACIFIC CENTER
and located on the GROUND floor of the Building, as outlined on Exhibit A
attached to and a part of this Lease.

k. SCHEDULED COMMENCEMENT DATE: June 1, 1996

l. PERCENTAGE RENT: NONE % of Gross Sales

m. SECURITY DEPOSIT: $1,451.20

n. BROKER(S): Landlords: PM REALTY GROUP Tenants: PM REALTY GROUP

o. STATE: California.

p. COUNTY: Los Angeles

q. CITY: Los Angeles

r. PERMITTED USE: Retail sales

2. TERM. The Term Commencement Date for this Lease is set forth in
Subparagraph l(g) above. The Lease shall thereafter continue for the Term set
forth in Subparagraph l(f) above. Tenant agrees that in the event of the
inability of Landlord to deliver possession of the Premises to Tenant by the
scheduled Term Commencement Date, this Lease shall not be void or voidable
nor shall Landlord be liable to Tenant for any loss or damage resulting
therefrom but, in such event, Tenant shall not be liable for any rent until
such time as the Premises are "Ready for Occupancy" pursuant to the
provisions of Paragraph 7 below. If Landlord has failed to deliver possession
of the Premises to Tenant within six (6) months after the scheduled Term
Commencement Date, Landlord or Tenant may, at its option, by notice in
writing to the other party within ten (10) days thereafter, cancel this
Lease, in which event the parties shall be discharged from all obligations
hereunder.

3. Rent.

a. Annual Fixed Rent. Tenant covenants and agrees to pay to Landlord through
the Term, without

-1-
<PAGE>

any setoff or deduction whatsoever, the Annual Fixed Rent (sometimes referred
to as "Fixed Rent" and "Rent") set forth in Subparagraph l(h) above, which
rent shall be adjusted as hereinafter provided (but such rent as adjusted
shall never be less than the amount set forth in Subparagraph l(h) above) in
equal monthly installments in advance on the first day of each month during
the Term, the first monthly payment to be made concurrently with the
execution hereof. Should the Term commence be on a day other than the first
day of a calendar month or terminate on a day other than the last day of a
calendar month, the rent for such partial month shall be prorated accordingly.

b. PERCENTAGE RENT. In addition to Annual Fixed Rent as adjusted pursuant to
Paragraph 5 hereof, Tenant shall also pay, but not for any period prior to
the Commencement Date, a sum ("Percentage Rent") equal to a percentage of Net
Sales of Tenant (as the term "Net Sales" is defined in Subparagraph 3(c)
hereof) made from or upon the Premises during each calendar year, less the
Deduction Sum as hereinafter defined. The percentage of Net Sales herein
referred to shall be zero (0%) of the amount of Tenant's Net Sales. The
Percentage Rent shall be computed each calendar quarter and/or before the
fifteenth (15th) day of the calendar month. Immediately following the close
of each such quarter, Tenant shall pay to Landlord the amount by which the
percentage of Net Sales so computed during such period exceeds the sum
("Deduction Sum") of the following paid or payable by Tenant during such
quarter:

(1) The installment(s) of Fixed rent pursuant to the provisions of
this PARAGRAPH 3;

(2) All Operating Expenses, including Basic Cost and Insurance and
Tax Costs as provided in Paragraph 5 (Operating Expenses); and,

(3) All parking charges, including validation charges for Tenant's
customers. Within fifteen (15) days after the end of each calendar month,
following the Commencement Date, Tenant shall furnish to Landlord a Statement
in writing, signed and verified by an authorized officer of the Tenant to be
correct and showing the total Net Sales made in/upon, or from the Premises
during the preceding calendar month. Within sixty (60) days after the end of
each quarter of the Term hereof, Tenant shall furnish to Landlord a statement
in writing, signed and verified by an authorized officer of Tenant as
correct, showing the total Net Sales by months made in/ upon, or from the
Premises during the preceding quarter at which time an adjustment shall be
made between Landlord and Tenant to the end that the total Percentage Rent
due for each such quarter shall be a sum equal to the above stated percentage
of the total Net Sales made in/upon, or from the premises during each quarter
of the term hereof, less the Deduction Sum, so that the Percentage Rent shall
be computed and adjusted on a quarterly basis. If the total of quarterly
installments of Percentage Rent for any calendar year or partial calendar
year then Tenant at the time it submits their last quarterly installment for
that year shall pay Landlord any deficiency, or Landlord upon receipt of such
annual statement shall issue to Tenant a credit invoice for such excess, as
the case may be. Percentage Rent shall be computed separately with respect to
each calendar year (or partial calendar year). There shall be no carry-backs
or carry-forwards from one calendar year to another calendar year.

c. DEFINITION OF NET SALES. The term "Net Sales" as used herein shall
mean the actual sales price of all food, merchandise and services sold in, on
or from the Premises, whether by Tenant or by any party occupying the
Premises as a licensee, concessionaire, sublessee or assignee of Tenant,
whether for cash or on credit, whether made by Tenant's personnel or by
vending machines, and even though such sales or services are ordered by
telephone, mail, telegraph or otherwise. Payments on installments or credit
sales shall be included in Net Sales in the calendar quarter when the
merchandise is delivered or service provided to the customer. Net Sales shall
not include: (i) sums collected and paid out for any sales or retail excise
tax imposed by any duly constituted governmental authority; (ii) sales to
employees at a discount, but only to the extent of such discount; (iii) any
rebates and/or refunds to customers; (iv) sales of trade fixtures or store
equipment after use on the Premises; (v) transfers of merchandise between
stores of Tenant, provided no such transfer is made to avoid liability for
Percentage Rent; and, (vi) finance, interest, service or carrying charges on
credit sales,

All sales originating at, on or from the Premises shall be considered
as made and completed therein, even though bookkeeping and payment of the
account may be transferred to another place for collection and even though
actual filling of the sale or service order and actual delivery of the
merchandise may be made from a place other than the Premises.

d. MONTHLY STATEMENT OF EXCLUDED ITEMS. Tenant shall provide a monthly
statement, in the form of Exhibit I, indicating the total amount of all
excluded items from Net Sales and shall for three (3) years thereafter have
underlying records available for Landlord's inspection verifying such items
Sales upon credit shall be deemed cash sales and shall be included in Net
Sales in the period in which the merchandise is delivered to the customer,
whether or not title to the merchandise passes with such delivery.

e. NET RECORDS. Tenant shall keep full, complete and proper book
records and accounts of its daily Net Sales, both for cash and on credit, for
each separate department, subtenant, and concessionaire operating at any time
in the Premises, Landlord and its agents and employees shall have the right
to examine and inspect during normal any sales tax reports pertaining to the
business of Tenant conducting in, upon or from the Premises for the purpose
of investigating and verifying the accuracy of any statement of Net Sales.
Landlord may cause an audit of the business of Tenant to be made by an
accountant of Landlord's selection, and if any statement of Net Sales
previously made to Landlord shall be found to be inaccurate, then an
adjustment shall be made within thirty (30) days in order to settle in full
the accurate amount of percentage rent that should have been paid for the
period or periods covered by such inaccurate statement or statements. Tenant
shall keep all said records for a minimum period of three (3) years. Should
said audit disclose that Tenant has understated Net Sales by three (3%) or
more for any month so audited, then Tenant shall pay to Landlord as
additional rent within thirty (30) days after receipt of billing from
Landlord the cost of such audit for said month; otherwise, the cost of such
audit shall be paid by Landlord. If

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such audit shall disclose any willful or fraudulent inaccuracies, this Lease
may be terminated at the option of Landlord.

f. WASTE DISPOSAL CHARGES. Tenant shall pay to Landlord the cost, if
any, reasonably incurred by Landlord for the hauling, dumping or removal of
Tenant's trash, waste or refuse in excess of three (3) cubic yards per day.
The cost incurred by Landlord for the hauling, dumping or removal of Tenant's
trash, waste or refuse not in excess of three (3) cubic yards shall be paid
by Landlord and included in Basic Cost.

g. PAYMENT. Except as otherwise specifically provided herein, any sum,
amount, item or charge designated or considered as additional rent in this
Lease or any other sum, amount, item or charge payable by Tenant to Landlord
pursuant to this Lease shall be paid by Tenant to Landlord on the first day
of the month following the date on which Landlord notifies Tenant of the
amount payable or on the tenth day after the giving of such notice, whichever
shall be later. Any such notice shall specify in reasonable detail the basis
of such additional rent. Such sums shall be paid by Tenant to Landlord
without offset or deduction.

4. LATE PAYMENTS. If Tenant fails to pay when due and payable any rent or
other sums due from Tenant under this Lease, the unpaid amounts shall bear
interest at the rate of twelve (12%) per annum (not to exceed the maximum
lawful rate) from the date due to the date paid. Tenant hereby acknowledges
that late payment by Tenant to Landlord of rent and other sums due hereunder
will cause Landlord to incur costs not contemplated by this Lease, the exact
amount of which will be extremely difficult to ascertain. Such costs include,
but are not limited to, processing and accounting charges and late charges
which may be imposed on Landlord by the terms of any trust deed covering the
Premises. Accordingly, if any installment of rent or other sum due from
Tenant shall not be received by Landlord or Landlord's designee within ten
(10) days after such amount shall be due, Tenant shall pay to Landlord a late
charge equal to four (4%) of such overdue amount. No late charge may be
imposed more than once for the same late rental payment. The parties hereby
agree that such late charge by Landlord shall, in no event, constitute a
waiver of Tenant's default with respect to such overdue amount nor prevent
Landlord from exercising any of the other rights and remedies granted at law
or equity or pursuant to this Lease.

5. OPERATING EXPENSES. The Annual Fixed Rent shall be adjusted in accordance
with the following provisions:

In addition to the Annual Fixed Rent, Tenant shall pay Tenants
Proportionate Share of Operating Costs for each calendar year to compensate
for changes in Landlords Operating Costs. The rentable area in the Building
and the rentable area in the Premises, and Tenants Proportionate Share of
the Operating Costs are set forth in Article l. Base Rent and Tenants
Proportionate Share of Operating Costs are sometimes referred to herein
collectively as the "Rent."

a. For purposes of this Paragraph 5, the following definitions shall
apply:

(1) The term Basic Cost" shall be deemed to mean those expenses
incurred by Landlord with respect to the operation and maintenance of the
Property which in accordance with accepted principles of sound accounting
practice as applied to the operation, maintenance and security of a
first-class mixed-use office/retail building are properly chargeable to the
operation, maintenance and security of the property, which costs shall
include, without limitations, waste disposal; repair and maintenance,
landscaping services, security and other services and maintenance contracts
therefore, supplies; compensation and all fringe benefits, worker's
compensation, insurance premiums and payroll taxes paid to, for or with
respect to all persons engaged in the operating, maintaining, or cleaning of
the Property; management fees at reasonable rates consistent with the type of
occupancy and the service rendered; depreciation or rental of personal
property used in maintenance; amortization of the costs, including financing
costs, for capital expenditures (A) required by a governmental entity for
energy conservation, life safety or other purposes, or (B) made by Landlord
to reduce operating expenses; and other charges directly related to the
operation and maintenance of the Property; provided, however, any items of
Basic Cost which benefit solely office tenants of the Building and not retail
tenants of the Building shall be excluded from Basic Cost passed through to
Tenant. Basic Cost shall not include costs of janitorial services in the
Premises nor costs associated with the use of the Building's elevators;
however, costs associated with the freight elevators and trash disposal from
the Premises shall be included in Basic Cost. For the purposes of this
Paragraph 5, depreciation shall be determined by dividing the original cost
of such capital expenditure by the number of years of useful life of the
capital item acquired, and the useful life shall be reasonably determined by
Landlord in accordance with generally accepted accounting principles and
practices in effect at the time of acquisition of the capital item. Any of
the services which may be included in the computation of the Basic Cost may
be performed by subsidiaries or affiliates of Landlord, provided that the
contracts for the performance of such services shall be competitive with
similar contracts and transactions with unaffiliated entities for the
performance of such services in comparable buildings within the County.
Regardless of the actual percentage of occupancy of the Building, for the
purpose of this Paragraph 5, the Basic Cost will be the actual direct expense.

(2) The term "Insurance and Tax Costs" shall be deemed to mean all
insurance Costs, including fire and extended coverage, all risk, public
liability and property damage, rental abatement insurance, including one (1)
year's basic rental and property taxes, war risk insurance, earthquake
insurance and such other insurance, and "property taxes," as defined below,
which are incurred by Landlord with respect to the operation and maintenance
of the Property and which are properly chargeable to the operation and
maintenance of the Property.

(3) The term "property taxes" shall include any form of
assessment, license fee, license tax, business license fee, business license
tax, commercial rental tax, levy, charge, penalty, tax or similar imposition,
imposed by any authority having the direct power to tax, including any city,
county, state or federal government, or

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any school, agricultural, lighting, drainage or other improvement or special
assessment district thereof as against any legal or equitable interest of
Landlord in the Property, including, but not limited to, the following:

(a) Any tax in Landlord's right to rent or other income from the
Property or as against Landlord's business, if leasing the Property;

(b) Any assessment, tax, fee, levy or charge in substitution,
partially or totally, of any assessment, tax, fee, levy or charge previously
included within the definition of property tax, which may be imposed by
governmental agencies for such services as fire protection, street, sidewalk
and road maintenance, refuse removal, and for other governmental services
formerly provided without charge to property owners or occupants. It is the
intention of Tenant and Landlord that all such new and increased assessments,
taxes, fees, levies and charges and all similar assessments, taxes, fees,
levies and charges be included within the definition of "property taxes" for
the purposes of this Lease; and,

(c) Any assessment, tax, fee, levy or charge upon this transaction
or any document to which Tenant is a party, creating or transferring an
interest or an estate in the Property.

"Property taxes" shall not, however, include Landlord's federal or
state income, franchise, inheritance or estate taxes. Landlord shall have the
right in its discretion to contest the amount or validity of any property
taxes by appropriate legal proceedings and to include the cost of any such
contest in the Basic Cost.

(4) The term "Quarter" shall mean each successive
three-calendar-month period during the Term ending on the last day of March,
June, September, and December, respectively. The first such Quarter of the
Term shall begin on the Commencement Date and end on the last day of
whichever of the above-referenced months occurs first, all others to commence
on the day after the one prior thereto and to end on the last day of the
third full calendar month thereafter, except that the last shall end on the
date of termination of this Lease.

b. The Annual Fixed Rent shall be increased by an amount equal to
Tenant's Cost Percentage times the sum of basic Cost plus Insurance and Tax
Costs. Landlord shall, as soon as practicable following the end of each
calendar year, deliver to Tenant a statement of Tenant's share of the Basic
Cost and Tenant's share of the Insurance and Tax Costs for the calendar year
just ended, and such statement shall be final and binding upon Landlord and
Tenant. Tenant shall pay such sum as follows:

(1) Within 30 days after notice of the amount of such sum, Tenant
shall pay to Landlord, in a lump sum, that portion of Tenants share of such
sum not previously paid by Tenant pursuant to the provisions of Subparagraph
5.c. below, which relates to the period from the first day of the Term of the
Lease as to the first year of the Term, and for any other calendar year of
the Term from January l of such year to December 31 of such year (or to the
Lease termination date, in the case of the final Lease year).

(2) Tenant shall pay in a lump sum, with its next monthly rent
payment, that amount equal to 1/12th of Tenant's share of such times the
number of months of the then-current calendar year which have occurred as of
the date of such payment, including the month for which such monthly rent
payment is made; and,

(3) Tenant's monthly rent payments payable hereunder for the remainder
of the then current calendar year shall be increased by an amount equal to
1/12th of Tenants share of such sum.

If such statement shows as the amount owed by Tenant an amount which is
less than the payments for such calendar year previously made by Tenant
pursuant to the provisions of Subparagraph 5.c. below, then Landlord shall,
at Landlords sole option, either refund the overpayment to Tenant or credit
the overpayment against subsequent rent payments during the then-current
calendar year. If this Lease terminates on a day other than December 31, then
any increase or decrease in rent for said year shall be prorated accordingly.
In the event that, after the end of the Term of this Lease or the sooner
termination thereof, Tenant shall have therefore paid as Fixed Rent an amount
greater than that calculated to have been due pursuant to this Paragraph 5
for the calendar year in which the Term of this Lease terminates, Landlord
shall refund the overpayment to Tenant within ninety (90) days from the date
of said termination. In the event that, after the end of the Term of this
Lease or the sooner termination thereof, Tenant shall have therefore paid as
Fixed rent an amount less than that calculated to have been due pursuant to
this Paragraph 5 for the calendar year in which the Term of this Lease
terminates, Tenant agrees to pay to Landlord, within thirty (30) days of
Tenant's receipt of Landlord's bill, that amount calculated as actually owed
by Tenant to Landlord pursuant to this Paragraph 5.

c. The determination of any necessary adjustment to the Fixed Rent as
described in Subparagraph 5.b. above shall be done on a yearly basis by
Landlord. Monthly payments of Basic Cost and Insurance and Tax Costs may, in
Landlord's sole discretion, be based upon Landlord's reasonable good faith
estimates thereof. Landlord shall initially determine monthly estimates (and
may revise such estimates from time to time) by furnishing Tenant with a
written statement of Landlord's estimate of Basic Cost, plus Insurance and
Tax Costs for the current calendar year and the remainder of the current
calendar year or for the following calendar year. Upon receipt of such
estimated statement, the following procedure shall be followed:

(1) Tenant shall pay to Landlord, in a lump sum, with its next monthly rent
payment, that amount equal to 1/12th of Tenant's share of such estimate,
times the number of months of the then current calendar year which have
occurred as of the date for which such monthly rent payment is made if the
estimate is for the current year; and,

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<PAGE>

(2) Tenant's monthly rent payment payable hereunder shall be increased by an
amount equal to 1/12th of Tenant's share of such estimated sum until
otherwise notified by Landlord.

d. Notwithstanding the calculation made pursuant to Subparagraph 5.b.
above, however, Tenant shall bear that portion of the cost of the Landlord's
services described in Paragraph 9 below which clearly reflects the use by
Tenant of the Premises and the services provided by Landlord with respect
thereto, such as computer usage costs and unusual electrical, air
conditioning, heat or water requirements. Tenant's usage of such items shall,
whenever possible, be separately metered or billed as described in
Subparagraph 5.e. below, but otherwise shall be paid by Tenant to Landlord as
herein provided. Landlord may, in its sole, good faith and discretion,
increase or decrease from time to time during the Term of this Lease, the
portion of such cost of Landlord's services to be paid by Tenant and, upon
written request Landlord shall provide Tenant with, or permit access during
reasonable business hours to, all applicable information used by Landlord in
calculating the portion of such cost of Landlord's services to be paid by
Tenant. In addition, Tenant agrees to pay as additional rent to Landlord,
upon demand, a proportion of the cost of any utilities surcharges or any
other costs levied, assessed or imposed by, or at the direction of, or
resulting from any statutes, ordinances, rules or regulations, or
interpretations thereof, promulgated by any federal, state, municipal or
local governmental authority in connection with the use or occupancy of the
Building, based upon Tenant's proportionate use of such utility, as
reasonably determined by Landlord.

e. As stated in Subparagraph 5.d. above, to the extent possible and
practical, all items of utility and other services shall be separately
metered. Tenant shall pay, at its own expense, for all utilities, services
and costs whatsoever with respect to its use and occupancy of the Premises,
including, but not limited to, all Basic Cost items, water, sewer, gas, power
and electric current, telephone service, janitorial service, interior and
exterior window cleaning, sidewalk cleaning and landscaping services and all
other similar utilities or services used, consumed or provided to or in the
Premises, or in providing heating, ventilating and air conditioning to the
Premises from and after the delivery of possession thereof by Landlord. If
any such charges are not paid when due, Landlord may pay the same, and any
amount so paid by Landlord, together with interest thereon at the Reference
Rate, shall thereupon become due to Landlord from Tenant as additional rent.
The Reference Rate shall mean four (4%) over the interest rate publicly
announced from time to time by the Bank of America as its reference rate, but
not to exceed the maximum rate permitted by law and, if such term is no
longer utilized, the interest rate utilized by the Bank of America (or if the
Bank of America ceases to exist, the largest state chartered bank operating
in the State of California) to replace the reference rate, Landlord and
Tenant shall cause, to the extent it is deemed possible and practical by
Landlord, all items of utility and other services, including items of Basic
Cost or of Insurance and Tax Costs, as described above, to be separately
metered or billed to Tenant, as the case may be, the cost of which
installation, maintenance and repair of separate metering and billing shall
be at Tenant's sole cost and expense in order to facilitate Tenant's
responsibility for payment therefor directly to such companies providing such
utilities and/or services. In the event utilities or services are not
separately metered or billed, Landlord shall charge Tenant for its
proportionate share of Landlord's actual expense therefor, based upon
Tenant's use of the respective utility or service as determined by Landlord
or Landlord's agent, which determination shall be conclusive. Tenant shall
pay such amount monthly as additional rent. Landlord shall not be liable in
damages or otherwise for any failure or interruption of any utility or
service being furnished the Premises, and no such failure or interruption
shall entitle Tenant to terminate this Lease. In the event Tenant shall
dispute the amount set forth in Landlord's statement of actual costs
described in Subparagraph 5.b., Tenant shall have the right, exercisable not
later than thirty (30) calendar days following the receipt of such actual
statement described in Subparagraph 5.b., to require that Landlord provide to
Tenant reasonable documentation and information supporting the actual
statement including, but not limited to, the calculation of Tenant's share
and the amount of the Basic Cost, plus Insurance and Tax Costs.

6. TENANT'S EARLY ENTRY. Tenant may at any time prior to the Commencement
Date, at Tenant's sole risk and without incurring any obligation to pay rent
under this Lease, enter upon and install such furniture, trade fixtures,
equipment and leasehold improvements, including but not limited to wall
covering, floor covering and mill work in the Premises as Tenant may elect,
provided, however, that (i) Tenant's early entry shall not interfere with
Landlord's work of construction relative to Tenant's Improvements or cause
labor difficulties; (ii) Tenant shall not commence to do business within the
Premises; (iii) Tenant shall execute and deliver to Landlord an indemnity
agreement in favor of Landlord in form and substance satisfactory to
Landlord; (iv) Tenant shall provide evidence of insurance issued by an
insurance carrier approved in writing by Landlord with coverage of the
Premises reasonably requested by Landlord; and, (v) Tenant agrees in writing
to accept the Premises as Ready for Occupancy 30 days from the date of
Landlord's consent to such early entry, notwithstanding the progress of the
construction work described in Paragraph 7 below. Should Tenant satisfy the
conditions of this Paragraph and elect to take early entry to the Premises,
Landlord agrees to diligently proceed to complete all work required of it
pursuant to the provisions of Paragraph 7 below.

7. COMPLETION OF THE PREMISES.

a. Landlord shall, at its sole cost and expense, except as otherwise
provided below, furnish and install within the Premises those improvements,
if any, to be provided by Landlord, more fully described in Exhibit "C"
attached hereto and incorporated herein by this reference ("Landlord's
Work"). The Premises shall be deemed "Ready for Occupancy" on the date on
which Tenant receives Landlord's certificate that the work described in
Exhibit "C," together with the common facilities for access and service to
the Premises, has been substantially completed, except for items of work and
adjustment of equipment and fixtures which can be completed after occupancy
has been taken without causing substantial interference with Tenant's use of
the Premises (i.e., so-called "punch list" items). However, it is expressly
understood by the parties that "Ready for Occupancy" does not include the
completion of a telephone system in the Premises. Promptly following the
tendering of possession of the Premises to Tenant by Landlord, Tenant shall
countersign and return to Landlord an Acceptance and Statement of Premises
and Term which will be signed and sent by Landlord to Tenant and which will
be in the form of letter

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<PAGE>

attached hereto as Exhibit "D" and incorporated herein by this reference.
Tenant's countersignature of said letter shall be Tenant's agreement on the
Commencement Date and termination date of this Lease and Tenant's acceptance
of the Premises in its "as is condition, Tenant thereby agreeing that
Landlord has fulfilled its obligations pursuant to the provisions of this
Paragraph 7. Upon such tendering of possession, Tenant agrees to proceed with
all due diligence with Tenant's Work and with the installation of its
fixtures and equipment.

b. All work which does not constitute Landlord's Work, such as tenant
improvements constructed by Tenant or the furnishing and installing of
furniture, wall covering, cabinets, molding, telephone equipment and wiring,
office and computer equipment, etc., shall be furnished and installed by
Tenant or at Tenant's expense ("Tenant's Work") in accordance with Exhibit
"C," this Paragraph 7, and Paragraph 12. Tenant shall adopt a schedule in
conformance with the schedule of Landlord's contractors and conduct its work
in such a manner as to maintain harmonious labor relations and as not to
unreasonably interfere with or delay the work of Landlord or its contractors.
Tenant's contractors, subcontractors, and labor shall be subject to the
approval of Landlord and shall be subject to the administrative supervision
of Landlord's general contractor. Contractors or subcontractors engaged by
Tenant shall employ men and means to insure as far as may be possible the
progress of the work without interruption on account of strikes, work
stoppage or similar causes for delay, including using union labor if
requested by Landlord or by Landlord's general contractor. Landlord shall
give access and entry to the Premises to Tenant and its contractors and
subcontractors and reasonable opportunity, time and use of the Building
facilities (including loading platforms, lifts and freight elevators,
facilities for storage and protection of material and all other facilities
available to subcontractors of Landlords general contractor to the same
extend and upon the same terms and conditions as such facilities are
available to the subcontractors or Landlord's general contractor) to enable
Tenant to adapt the Premises for Tenant's use, provided Tenant is in
compliance with the provisions of Paragraph 6 above. Tenant, its contractors
and/or subcontractors shall pay the costs, if any, for the use of said
Building facilities with the understanding that any such costs shall be
agreed to before said Building facilities are so used. Tenant further agrees
to reimburse Landlord for any costs incurred by Landlord for clean-up or
damage to the Building caused by Tenant, its contractors or subcontractors.

c. The costs of all working drawings of any kind for items of Landlord's
Work to be done in accordance with Exhibit C shall be provided at Landlord's
sole cost and any modifications to such Landlord's Work, plans or any changes
to the final plans and specifications requested by Tenant and approved by
Landlord hereto shall be paid for by Tenant. In order for Landlord to
accomplish the necessary construction required to complete the Premises,
including Landlord's Work described above as well as any additional
construction work required by Tenant, if any, Tenant shall, in accordance
with Exhibit "C," furnish to Landlord, in writing, full and complete
information required to complete such construction,

d. All work done by Tenant pursuant to this Paragraph shall be done in
good and workmanlike manner and in compliance with all applicable legal
requirements and shall be compatible with the design, construction and
equipment of the Building.

e. Landlord and Tenant shall cooperate in the scheduling and construction
of their respective work, and Tenant will not do anything nor fail to do
anything that will cause any increase in the construction or operating cost
of the Building.

f. If Tenant shall cause any delay in the construction of the Premises,
whether by reason of any failure by Tenant to comply with the applicable time
schedule set forth in Exhibit "C" or by Tenant's requirement of materials or
installations different from those provided in approved plans and
specification for Landlord's Work, or by delays in performance or completion
by a party employed by Tenant, or by reason of building code problems arising
from Tenant's design of its tenant improvements, or by reason of changes in
the work ordered by Tenant, then notwithstanding the provisions of this Lease
relating to the Term and notwithstanding anything to the contrary contained
in Exhibit "C," the Commencement Date shall be the date which Landlord, in
its sole discretion, determines could have been expected to be the
Commencement Date but for such delay.

8. TENANT'S RIGHTS TO USE IN COMMON. Tenant shall have, as appurtenant to the
Premises, right to use in common, subject to reasonable rules of general
applicability to tenants of the Building from time to time made by Landlord
and of which Tenant is given notice, the following areas of the Building: the
common lobbies, corridors, stairways and stairwells, rest rooms, elevators,
and common walkways and driveways necessary for access to the Building (the
Common Area). Tenant hereby agrees that Landlord shall have the right, for
the purpose of accommodating the other tenants of the Building, to increase
or decrease the configuration and dimensions or to otherwise alter the common
corridors on any floor, so long as Tenant's access to the Premises, rest
rooms, stairwells and elevators is not prohibited thereby. Landlord reserves
the right from time to time: (a) to install, use, maintain, repair, replace
and relocate for service to the Premises and/or other parts of the Building
pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems,
wherever located in the Premises or Building, and (b) to alter, close or
relocate any facility in the Common Area.

9. Services by Landlord.

a. Landlord shall furnish for the occupied portion of the Premises the
following services: (i) if Landlord provides HVAC not separately metered to
the Premises, space heating and cooling, as normal seasonal changes may
require, from 8:00 a.m. to 6:00 p.m. on Monday through Friday and on
Saturdays from 9:00 a.m. to 12:00 noon (Sundays and holidays excepted)
(hereinafter referred to as "hours of normal business operation") at such
temperatures and in such amounts as may, in the sole judgment of Landlord, be
reasonably required for comfortable use and occupancy of the Premises under
normal business operations; provided that circulating air will not be
available other than by air conditioning, and if Tenant shall require air
conditioning or heating at any time

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outside the hours and days above specified, Landlord shall, upon reasonable
advance notice and at Tenant's expense, furnish the same for the area or
areas specified in a written request of Tenant, delivered to the
superintendent of the Building; provided further that in the event Tenant
overloads the air conditioning system and/or in any other way causes the
system to not adequately perform its proper functions, supplementary systems
may at Landlord's option be provided by Landlord at Tenant's expense, it
being understood by the parties hereto that the air conditioning system is
based upon an occupancy of not more than one person per 150 square feet of
the Premises and upon a combined lighting and standard electrical load not to
exceed 4.0 watts per square foot of the Premises; (ii) water at the normal
temperature of the supply of water to the Building for lavatory and toilet
purposes and for drinking purposes, all of such water service to be supplied
from the regular supply of water to the Building at points of supply provided
for general use of tenants of the Building through fixtures installed by
Landlord or by Tenant with Landlord's consent (iii) restroom facilities; and
(iv) electric lighting for all public areas and special service areas of the
Building in the manner and to the extent deemed by Landlord to be reasonable
and standard including replacement light bulbs and tubes standard for the
Building.

b. If Tenant has extended occupancy or electrical loads in excess of
Building standards, Landlord shall estimate these costs for Tenant's
purposes, and Tenant shall pay Tenant's share of the excess cost pursuant to
the provisions of Paragraph 5 above. Tenant covenants and agrees that at all
times it use of electric current shall never exceed the capacity of existing
feeders to the Building or the risers or wiring installations. At any time
when Landlord is furnishing electric current to the Premises pursuant to this
Paragraph 9, if Tenant is able to obtain electric power directly from the
utility, Landlord may, at its option. Upon not less than thirty (30) days'
prior written notice to Tenant, discontinue the furnishing of such electric
current. If Landlord gives any such notice of discontinuance, Landlord shall
make all the necessary arrangements with the public utility, supplying the
electric current to the neighborhood with respect to furnishing such electric
current to the Premises, and Tenant will contract directly with such public
utility for the supplying of such electric current to the Premises but, in no
event, during this changeover shall such electrical service to the Premises
be interrupted, except for any circumstance beyond the reasonable control of
Landlord.

c. Landlord shall not be in default hereunder or be liable for any
damages directly or indirectly resulting from, nor shall the rent herein
reserved be abated by reason of (i) the installation, use or interruption of
use of any equipment in connection with the furnishing of any of the
utilities and services to be provided by Landlord under the provisions of
this Lease; (ii) failure to furnish or delay in furnishing any such utilities
or services for as long as is reasonably required when such failure or delay
is caused by acts of God or the elements, labor disturbances of any
character, inability to secure a proper supply of materials or other
supplies, any other accidents or other conditions or causes beyond the
reasonable control of Landlord, or by the making of repairs, alterations or
improvements to the Premises or to the Building; or, (iii) the limitation,
curtailment, rationing or restriction on use of water or electricity, gas or
any other form of energy or any other service or utility whatsoever serving
the Premises or the Building. Furthermore, Landlord shall be entitled to
cooperate voluntarily in a reasonable manner with the efforts of national,
state or local governmental agencies or utilities suppliers in reducing
energy or other resources consumption. Landlord reserves the right, without
incurring any liability towards Tenant, to stop any service or utility system
or to interrupt the use of any Building facilities, when necessary by reason
of accident or emergency, or until necessary repairs have been completed;
provided, however, that in each instance of stoppage Landlord shall exercise
reasonable diligence to eliminate the cause thereof. Except in case of
emergency repairs, Landlord will give Tenant reasonable advance notice of any
contemplated stoppage and will use reasonable efforts to avoid unnecessary
inconvenience to Tenant by reason thereof.

10. ASSIGNMENT AND SUBLETTING.

a. Tenant may not transfer or assign this Lease or any right or interest
hereunder sublet the Premises or any part thereof without first obtaining the
prior written consent of Landlord, which consent shall not be unreasonably
withheld. It shall be reasonable for Landlord to withhold consent to a
proposed transfer, assignment or subletting if, in Landlord's reasonable
business judgment, any of the following is the case: (i) the proposed
transaction may result in a deterioration in the quality of the merchandising
or service operation conducted in he Premises, as compared to the
merchandising or service operation conducted by Tenant; (ii) the proposed
transferee lacks a good business reputation or sufficient relevant business
experience; (iii) the financial worth of the proposed transferee is less than
the combined financial worth of Tenant and Tenant's guarantor(s), if any, as
of either the date of this Lease or the date of Tenant's request for
Landlord's consent to the transaction; (iv) the proposed transferee's
proposed use of the Premises conflicts with Tenant's use clause and is
otherwise incompatible with the tenant mix of the Building; (v) the proposed
transferee's proposed use or manner of operation would place an additional
burden on the Premises, the Building or Landlord's facilities and services;
(vi) the Percentage Rent Landlord reasonably anticipates receiving from the
proposed transferee is less than the Percentage Rent Landlord reasonably
anticipates receiving from Tenant; or (vii) the proposed transaction would
breach any covenant of Landlord respecting radius restrictions, use or
exclusivity in any other lease or financing or other agreement related to the
Building. Tenant shall pay over to Landlord all rent other consideration
received by Tenant from any such subtenant or assignee, either initially or
over the term of the assignment or sublease, in excess of the rent called for
hereunder or, in case of the sublease of a portion of the Premises, in excess
of such rent fairly allocable to such portion, after appropriate adjustments,
to assure that all other payments called for hereunder are taken into
account. No partial assignment shall be permitted. No transfer or assignment,
whether voluntary or involuntary, by operation of law, under legal process or
proceedings, by receivership in bankruptcy, or otherwise, and no subletting,
shall be valid or effective without such prior written consent and approval.
Should Tenant attempt to make or suffer to be made any such transfer,
assignment or subletting, except as aforesaid, or should any of Tenant's
rights under this Lease be sold or otherwise transferred by or under court
order or legal process or otherwise, or should Tenant be adjudged insolvent
or bankrupt, then and in any of the foregoing events Landlord may, at its
option, terminate this Lease forthwith by written notice thereof to Tenant.
Should Landlord consent to any such transfer, assignment or subletting, such
consent shall not constitute a waiver of any of the restrictions of this
Paragraph 10, and the same shall apply to each successive transfer,
assignment or

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<PAGE>

subletting, such consent shall not constitute a waiver of any of the
restrictions of this Paragraph 10, and the same shall apply to each
successive transfer, assignment or subletting hereunder, if any. As
additional rent hereunder, Tenant shall reimburse Landlord for reasonable
legal and other expenses incurred by Landlord in connection with any request
by Tenant for consent to assignment or subletting.

b. If Tenant hereunder is a corporation, an unincorporated association or
a partnership, the transfer, assignment or hypothecation of any stock or
interest in such Corporation, association or partnership in the aggregate in
excess of 25% shall be deemed an assignment within the meaning and provisions
of this Paragraph 10; provided, however, that a transfer or assignment of any
such stock or interest by a shareholder or member to his spouse, children or
grandchildren are excluded from the provisions of this paragraph.

c. If Tenant proposes to assign this Lease, it shall notify Landlord in
writing of the terms of such proposed assignment, and Landlord may, at its
option, upon written notice to Tenant within thirty (30) days of such
proposal by Tenant, elect to recapture the Premises and terminate this Lease.
If Tenant proposes to sublease all or part of the Premises, it shall notify
Landlord in writing of the terms of such proposed sublease, and Landlord may,
at its option, exercised by thirty (30) days' prior written notice to Tenant,
elect to recapture such portion of the Premises as Tenant proposes to
sublease and, upon such election by Landlord, this Lease shall terminate as
to the portion of the Premises recaptured. In the event a portion only of the
Premises is recaptured, the rental payable under this Lease shall be
proportionately reduced. If Landlord does not elect to recapture pursuant to
this Subparagraph 10.c., Tenant may thereafter enter into a valid assignment
or sublease with respect to the Premises, provided Landlord, pursuant to this
Paragraph 10, consents thereto, and provided further that (i) such assignment
or sublease is executed within ninety (90) days after notification to
Landlord of such proposal, and (ii) the rental therefore is not less than
that stated in such notification.

d. If this Lease be assigned or, if the Premises or any part thereof be
sublet or occupied by anybody other than Tenant, Landlord may collect rent
from the assignee, subtenant or occupant and apply the net amount collected
to the rent herein reserved and retain any excess rent so collected, but no
such assignment, subletting, occupancy or collection shall be deemed a waiver
of this covenant, nor shall such assignment, subletting, occupancy or
collection be deemed an acceptance by Landlord of the assignee, subtenant or
occupant as tenant, or a release of Tenant from the further performance by
Tenant of covenants on the part of Tenant herein contained. No assignment or
subletting shall affect the continuing primary liability of Tenant hereunder
(which, following assignment, shall be joint and several with the assignee),
and Tenant shall not be released from performing any of the terms, covenants
and conditions of this Lease.

e. Notwithstanding any assignment or sublease or any indulgences, waivers
or extensions of time granted by Landlord to any assignee or sublessee,
Tenant waives notice of any default of any assignee or sublessee and agrees
that Landlord may, at its option, proceed against Tenant without having taken
action against or joined such assignee or sublessee, except that Tenant shall
have the benefit of any indulgences, waivers and extensions of time granted
to any such assignee or sublessee.

f. Whenever Landlord conveys its interest in the Building, Landlord shall
be automatically released from the further performance of covenants on the
part of Landlord herein contained and from any and all further liability,
obligations, costs and expenses, demands, causes of action, claims or
judgments arising from or growing out of, or connected with this Lease after
the effective date of said release.

11. USE AND OCCUPANCY.

a. Use. Tenant agrees that the Premises shall be used and occupied by
Tenant only for the Use specified in Subparagraph l(r) for general business
office uses and for no other purposes, and Tenant agrees to use and maintain
the Premises in a clean, careful, safe and proper manner and to comply with
all applicable laws, ordinances, orders, rules and regulations of all
governmental bodies (state, federal and municipal) affecting the premises. At
its sole cost and expense, Tenant shall promptly comply with all such
governmental measures and also with the requirements of any board of fire
underwriters or other similar body now or hereafter constituted to deal with
the condition, use or occupancy of the Premises, excluding structural changes
not related to or affected by Tenant's alterations, additions or
improvements. Tenant shall not, in any manner, deface or injure the Building
or the Land or any part thereof, nor permit in the Premises any auction sale,
nor use or devote the Premises or any part thereof for any purpose other than
the permitted Use and general office use, which general office use shall
specifically not include medical offices, nor shall Tenant use the Premises
in any way which is inconsistent with the maintenance of the Building as a
first-class mixed retail and office building in the quality of its upkeep,
use and occupancy. Tenant agrees to pay/ on demand, for any damage to the
Premises or to any other part of the Building or the Land caused by any
negligence or willful act or any misuse or abuse (whether or not any such
misuse or abuse results from negligence of willful act) by Tenant or any of
its agents, employees, licensees, or invitees or any other person not
prohibited, expressly or impliedly, by Tenant from entering upon the
Premises. Tenant agrees not to use or allow or permit the Premises to be used
for any purpose prohibited by any law, statute, regulation or ordinance of
the United States, the State, the County or the City, and Tenant agrees not
to commit waste or suffer or permit waste to be committed or to allow or
permit any nuisance on or in the Premises. Tenant agrees (a) not to obstruct,
in any manner, any portion of the Building not hereby leased or any portion
thereof or of the Land used by Tenant in common with others and (b) to comply
with all reasonable "Rules and Regulations" now or hereafter made by
Landlord, of which Tenant has been given notice, for the care and use of the
Building and the Land and their facilities and approaches, Landlord shall not
be liable to Tenant for the failure of other occupants of the Building to
conform to such "Rules and Regulations. A copy of the initial "Rules and
Regulations" for the Building is attached hereto as Exhibit "E" and
incorporated herein by this reference.

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<PAGE>

b. HOURS. Recognizing that it is in the interest of both Tenant and
Landlord to have regulated hours of business, Tenant agrees that commencing
with the opening for business by Tenant in the Premises and for the remainder
of the term of this Lease, Tenant shall be open for business Monday through
Friday from 10:00 a.m. to 5:00 p.m., with the exception of national holidays,
Tenant, without the consent of Landlord, may remain open until the State of
California's legal closing limit. Upon Landlord's consent, which shall not be
unreasonably withheld, Tenant may be open for business during hours other
than those set forth in the immediately preceding sentence. It is agreed,
however, that the foregoing provisions shall be subject, as respect to any
business controlled by governmental regulations or labor union contracts in
its hours of operation, to the hours of operation so prescribed by such
governmental regulations or labor union contracts, as the case may be.

c. NON-COMPETITION. Tenant agrees that it will not, during the first
year after Tenant opens for business, directly or indirectly, operate nor own
any type of business similar to the business operated from the Premises (not
so operated or owned on the date of this Lease) within a radius of four
blocks from the location of the Premises. Without limiting Landlord's
remedies, in the event Tenant should violate this covenant, Landlord may, at
its option and for so long as Tenant is operating such other business,
include "net sales" of such other business in the "net sales" transacted from
the Premises for the purpose of computing the Percentage Rent due hereunder,
Tenant shall provide Landlord with a statement of Tenant's net sales in
accordance with the provisions of Paragraph 3 of this Lease for any such
similar business.

d. TENANT TO CONDUCT BUSINESS IN PREMISES. Tenant covenants an agrees
that, continuously and uninterruptedly from and after its initial opening for
business, it will operate and conduct within-the Premises the business which
it is permitted to operate and conduct under the provisions hereof, except
while the Premises are untenantable by reason of fire or other casualty, and
that it will, at all times, keep and maintain within and upon the Premises an
adequate stock of product, merchandise and trade fixtures to service and
supply the usual and ordinary demands and requirements of its customers, and
that it will keep its Premises in a neat, clean, sanitary and orderly
condition.

e. TRASH. Landlord shall make an adequate number of trash receptacles
available for Tenant's use. Tenant agrees that all trash and rubbish of the
said Tenant shall only be deposited within receptacles as provided by
Landlord, and that there shall be no other trash receptacle permitted to
remain outside of the Premises. Landlord agrees to cause such receptacle to
be emptied and trash removed at Tenant's cost and expense; provided, however,
that in the event that the volume of Tenant's trash exceeds the normal volume
for a restaurant/retail store of Tenant's size, as reasonably determined by
Landlord and Tenant, Tenant shall pay to Landlord, as additional rent, the
extra trash disposal charge incurred by Landlord due to such excess volume.

12. ALTERATIONS AND ADDITIONS BY TENANT. Tenant shall make no alterations,
decorations, additional improvements and changes (collectively,
"alterations") in, to or about the Premises without the prior written consent
of Landlord, which consent shall not be unreasonably withheld. Any initial
tenant improvements to be constructed by Tenant shall be done in accordance
with the provisions for Tenant's work specified in Paragraph 7 and Exhibit C,
in addition to the following. In each instance where Tenant requests
Landlord's approval of an alteration, Tenant shall furnish Landlord with
plans showing the alteration to the Premises. Should Landlord consent to a
particular alteration, Tenant shall comply with all the conditions of such
consent, including the requirement that Landlord perform such work, if such
requirement is a condition of such consent. In the event that any alterations
to the Premises are constructed pursuant to the terms and provisions of this
Paragraph 12, Tenant agrees upon its part to carry such insurance as required
by Paragraph 16 below covering any such alteration, it being expressly
understood and agreed that none of such alterations shall be insured by
Landlord under such insurance as it may carry upon the Building, nor shall
Landlord be required under any provisions for reconstruction of the Premises
to reinstall any such alterations. Except for such furniture, movable trade
fixtures and equipment installed by Tenant which shall remain the property of
Tenant and be removed upon termination of this Lease upon completion of the
construction of any alteration, such alteration shall be deemed a part of the
building and the property of Landlord at the time it is completed, without
compensation to Tenant. Tenant shall advise Landlord in writing at least
fifteen (15) days prior to the commencement of any alterations in order to
allow Landlord to post a notice of non-responsibility on the Premises.

13. REPAIR AND MAINTENANCE BY TENANT. Tenant shall, at Tenant's sole expense,
keep the Premises, including all fixtures installed by Tenant, in good and
tenantable condition, reasonable wear and tear excepted, and shall promptly
make all necessary non-structural repairs and replacements thereto, except
those caused by fire or other casualty covered by insurance on the Building
under policies naming Landlord as the insured. Such Tenant-made repairs and
replacements shall be made under the supervision and with the approval of
Landlord. Said repairs and replacements shall be of a quality and class equal
to the original work. Without diminishing such obligation of Tenant, if
Tenant fails to make such repairs and the replacements within fifteen (15)
days after the occurrence of the damage or injury, Landlord may, at its
option, make such repair, and Tenant shall pay Landlord for the cost thereof,
including overhead and management fees, upon demand, plus the maximum rate of
interest permitted by law from demand until payment. In addition, Tenant
shall pay the cost of repair and replacement due to damage or injury done to
the Building (other than the Premises) or the Land or any part thereof by
Tenant or Tenant's agents, employees or invitees. Such amount shall be paid
by Tenant to Landlord upon demand, plus the rate of interest provided
pursuant to Paragraph 4 until such repayment by Tenant.

14. MECHANIC'S LIENS. Tenant shall not permit any mechanic's, materialmen's
or other liens to be filed against the, Property or against Tenant's
leasehold interest in the Premises during the Term hereof. Landlord shall
have the right at all reasonable times to post and keep posted on the
Premises any notices which it deems necessary

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<PAGE>

for protection from such liens. In the caseof the filing of any lien against
the Property or against Tenant's leasehold interest in the Premises, Tenant
shall cause the same to be discharged of record within ten days after the
filing of same. If Tenant shall fail to discharge such lien within such
period, then Landlord may, but shall not be obligated to, without waiving its
rights and remedies based on such breach of Tenant and without releasing
Tenant from any of its obligations, cause such liens to be released by any
means it shall deem proper, including payment and satisfaction of the claim
giving rise to such lien. Any amount paid by Landlord for any of the
aforesaid purposes or for the satisfaction of any other lien not caused or
claimed to be caused by Landlord and all legal and other expenses of
Landlord, including counsel fees, in defending any such action or in or about
procuring the release of such lien with all necessary disbursements in
connection therewith, shall be paid by Tenant to Landlord on demand, with
interest thereon at the maximum rate of interest permitted by law from the
date of payment until such repayment by Tenant.

15. NON-LIABILITY OF LANDLORD. Landlord shall not be liable to Tenant for any
compensation or reduction of rent by reason of inconvenience or annoyance, or
for loss of business arising from the necessity of Landlord or its agents
entering the Premises for any of the purposes authorized in this Lease, or
for repairing the Premises or any portion of the Building, however the
necessity may occur. In case Landlord is prevented or delayed from making any
repairs, alterations or improvements, or furnishing any services, or
performing any other covenant or duty to be performed on Landlord's part,
pursuant to the provisions of this Lease, by reason of any cause reasonably
beyond Landlord's control, including without limitation the causes set forth
in Subparagraph 9(c)(ii) above, Landlord shall not be liable to Tenant
therefore, nor, except as expressly otherwise provided in Paragraphs 19, 20
and 32 below, shall Tenant be entitled to any abatement or reduction of rent
by reason thereof, nor shall the same give rise to a claim in Tenant's favor
that such failure constitutes actual or constructive, total or partial,
eviction from the Premises. Tenant hereby assumes the risk and agrees that
LandIord shall not be liable for injury to Tenant's business or any loss of
income therefor or for damage to the goods, wares, merchandise or other
property of Tenant, Tenants employees, invitees, customers, or any other
person in or about the Premises, the Building or the Land, nor shall Landlord
be liable for injury to the person of Tenant, Tenant's employees, agents or
contractors or to anyone claiming by, through or under Tenant, whether such
damage or injury is caused by or results from fire, steam, electricity, gas,
water or rain, or from the breakage, leakage, obstruction or other defects of
pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting
fixtures, or from any other cause, or whether the said damage or injury
results from conditions arising upon the Premises or upon other portions of
the Property, or from other sources or places, and regardless of whether the
cause of such damage or injury or the means of repairing the same is
inaccessible to Tenant. Landlord shall not be liable for any damages, arising
from any act or neglect of any other tenant of the Building, theft, fire, act
of God, public enemy, injunction, riot, strike, insurrection, war, court
order, requisition, or order of governmental body or authority, or other
matter reasonably beyond the control of Landlord.

16. TENANT'S INDEMNIFICATION OF LANDLORD. Tenant covenants that it will
indemnify and hold Landlord whole and harmless of, from and against (a) all
fines, suits, loss, cost, liabilities, claims, demands, actions and judgments
of every kind and character by reason of any breach, violation or
nonperformance of any term, provision, covenant, agreement or condition on
the part of Tenant hereunder, and (b) all claims, demands, actions, damages,
loss, cost, liabilities, expenses and judgments suffered by, recovered from
or asserted against Landlord on account of injury or damage to person or
property, to the extent that any such damage or injury may be incident to,
arise out of, or be caused, either proximately or remotely, wholly or in
part, by an act, omission, negligence or misconduct on the part of Tenant or
any of its agents, servants, employees, contractors, patrons, guests,
licensees or invitees or of any other person entering upon the Premises under
or with the express or implied invitation or permission of Tenant, or when
any such injury or damage is the result, proximate or remote, of the
violation by Tenant or any of its agents, servants, employees, contractors,
patrons, guests, licensees or invitees of any law, ordinance or governmental
order of any kind or of any of the Rules and Regulations included in Exhibit
"E," as such may from time to time be amended or supplemented, or when any
such injury or damage may in any other way arise from or out of the occupancy
or use by Tenant, its agents, servants, employees, contractors, patrons,
guests, licensees or invitees of the Premises, or from any other cause.
Notwithstanding the foregoing, Tenant shall not be required to defend, save
harmless and indemnify Landlord from any liability for injury, loss, accident
or damage to any person or property resulting from Landlord's gross
negligence or willful acts or omissions, or those of its officers, agents,
contractors or employees in connection with Landlord's activities on the
Premises, provided that such exclusion from Tenant's indemnity is not
intended to and shall not relieve any insurance carrier of its obligations
under policies required to be carried by Tenant, pursuant to the provisions
of this Lease to the extent that such policies cover the results of acts or
omissions of Landlord, its officers, agents, contractors or employees. Tenant
covenants and agrees that in case Landlord shall be made a party to any
litigation commenced by or against Tenant or relating to this Lease or to the
Premises, that Tenant shall and will pay all costs and expenses, including
attorneys' fees and court costs incurred by or imposed upon landlord by
virtue of any such litigation, and the amount of all such costs and expenses,
including attorneys' fees and court costs, shall be a demand obligation owing
by Tenant to landlord, bearing interest at the rate of interest specified in
Paragraph 4 above from the date of outlay.

17. LIABILITY INSURANCE.

a. Tenant shall, at its sole cost and expense, procure and maintain
through the Term of this lease Comprehensive General Liability insurance
against claims for bodily injury or death and property damage occurring in,
or upon or resulting from the Premises in standard form and with such
insurance company or companies as may be acceptable to, Landlord, such
insurance to afford immediate protection to the limit of not less than
$1,000,000 inclusive. Such Comprehensive General Liability insurance shall
include Blanket Contractual Liability indemnification of Landlord by Tenant,
as set forth in this Lease (but such coverage or the amount thereof shall in
no way limit such indemnification). Tenant shall maintain, with respect to
each policy or agreement evidencing such Comprehensive General Liability
insurance, such endorsements as may be required by Landlord.

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<PAGE>

b. In addition to the assumption of risk required of Tenant by the
provisions of Paragraph 15 above, Tenant shall, at its own cost and expense,
maintain the following insurance coverage with respect to such items during
the Term of this Lease:

(1) EXTENDED COVERAGE. Fire insurance including extended coverage,
vandalism and malicious mischief upon property of every description and kind
owned by Tenant and located in the Building or for which Tenant is legally
liable, or installed by or on behalf of Tenant, including, without
limitation, furniture, fittings, installations, fixtures and any other
personal property, tenant improvements and alterations, in an amount of not
less than ninety (90%) percent of the actual replacement value thereof;

(2) MECHANICAL AND ELECTRICAL. Broad form boiler and machinery
insurance on a blanket repair and replacement basis with limits per accident
not less than the replacement cost of all leasehold improvements and of all
boilers, pressure vessels, air conditioning equipment, miscellaneous
electrical apparatus, electronic data processing equipment, and all other
insurable objects owned or operated by Tenant or by others (other than
Landlord) on behalf of Tenant in the Premises, or relating to or serving the
Premises;

(3) PLATE GLASS. Plate glass insurance in such amount as will
substantially cover the replacement cost of Tenant's plate glass in the
Premises; and,

(4) BUSINESS INTERRUPTION. Business interruption insurance in such an
amount will reimburse Tenant for direct or indirect losses attributable to
all such perils insured against in Subparagraphs 17(b)(i) and (ii) above.

c. Tenant shall maintain workers' compensation insurance within statutory
limits covering all of Tenant's employees working in the Premises.

d. Tenant shall furnish to Landlord, upon the Commencement Date and
thereafter within thirty (30) days prior to the expiration of each such
policy, a certificate of insurance issued by the insurance carrier of each
policy of insurance carried by Tenant pursuant hereto showing Landlord and
any first Mortgagee of the Land and the Building of whose identity Tenant has
written notice as additional insured (but not as loss payees). Said
certificates shall expressly provide that such policies shall not be
cancelable or subject to reduction of coverage or otherwise be subject to
modification, except after thirty (30) days prior written notice to Landlord.

e. If Tenant fails to maintain any insurance required in this Lease,
Tenant shall be liable for any loss or cost resulting from said failure. In
the event of such failure, Landlord may obtain such insurance required in
this Lease, and Tenant shall pay to Landlord, on demand, the premium cost
thereof, plus interest at the rate of interest specified in Paragraph 4 from
the date of payment by Landlord until repaid by Tenant. This Subparagraph
17(e) shall not be deemed to be a waiver of any Landlord's rights and
remedies under any other provision of this Lease.

f. Each party hereto hereby waives any and every claim which arises or
may arise in its favor and against the other party hereto during the Term of
this lease or any extension or renewal thereof for any and all loss of, or
damage to, any of its property which loss or damage is covered by valid and
collectible fire, extended coverage or similar casualty insurance policies,
to the extent that such loss or damage is covered under insurance policies
required to be issued under the terms of this Lease. Such waivers shall be in
addition to, and not in limitation or derogation of, any other waiver or
release contained in this Lease with respect to any loss or damage to
property of the parties hereto. Inasmuch as the above mutual waivers will
preclude the assignment of any aforesaid claim by way of subrogation (or
otherwise) to an insurance company (or any other person), each party hereto
hereby agrees immediately to give to each insurance company which has issued
to it policies of fire and extended coverage insurance written notice of the
terms of such mutual waivers, and to have said insurance policies properly
endorsed, if necessary, to prevent the invalidation of such insurance
coverage's by reason of such waivers.

18. CERTAIN RIGHTS RESERVED BY LANDLORD.

Landlord shall have the following rights, exercisable without notice and
without liability to Tenant for damage or injury to property, persons or
business and without effecting an eviction, constructive or actual, or
disturbance of Tenant's use or possession or giving rise to any claim for
set-off or abatement of rent:

a. To change the Building's name.

b. To install, affix and maintain any and all signs on the exterior and
interior of the Building.

c. To control all internal lighting that may be visible from the exterior
of the Building.

d. To enter the Premises to inspect the same, to display the Premises to
prospective purchasers or to post and maintain notices of nonresponsibility
or any other notice deemed necessary by Landlord for the protection of its
interest, to alter, improve or repair the Premises or any other portion of
the Building, all without being deemed guilty of any eviction of Tenant and
without abatement of rent, and may, in order to carry out such purposes,
erect scaffolding and other necessary structures where reasonably required by
the character of the work to be performed, as well as keep and store upon the
Premises all tools, materials and equipment necessary for such purposes,
provided that the business of Tenant shall be interfered with as little as is
reasonably practicable, Tenant hereby waives any

claim for damages for any injury to property or person or any injury or
inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned
thereby, all claims for such damage being hereby released. For each of the
foregoing purposes, Landlord shall, at all times,

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<PAGE>

have and retain a key with which to unlock all of the doors in, upon and
about the Premises, excluding Tenant's vaults and safes, and Landlord shall
have the right to use any and all means which Landlord may deem proper to
open the doors in an emergency in order to obtain entry to the Premises, and
any entry to the Premises obtained by Landlord by any of said means, or
otherwise, shall not under any circumstances be construed or deemed to be a
forcible or unlawful entry into, or a detainer of, the Premises, or an
eviction of Tenant from the Premises or any portion thereof, and any damages
caused on account thereof shall be paid by Tenant. It is understood and
agreed that no provision of this Lease shall be construed as obligating
Landlord to perform any repairs, alterations or decorations, except as
otherwise expressly agreed herein to be performed by Landlord;

e. To have and retain a paramount title to the Premises free and clear of
any act of Tenant purporting to burden or encumber them;

f. To grant to anyone the exclusive right to conduct any business or
render any service in or to the Building, provided such exclusive right shall
not operate to exclude Tenant from the use expressly permitted herein; and,

g. To have access for Landlord and other tenants of the Building to any
mail chutes located on the Premises, according to the rules of the United
States Postal Service.

19. CASUALTY.

a. If any part of the Building or the Premises shall be damaged by fire
or other casualty, Tenant shall give prompt notice thereof to Landlord, and
Landlord shall with reasonable diligence repair such damage, and if any part
of the Premises shall be rendered untenantable by reason of such damage
(including untenantability due to lack of access thereto or services
therein), the Fixed Rent payable hereunder shall be abated to the extent
Landlord receives proceeds from any rental abatement insurance policies for
the period from the date of such damage to the date when such part of the
premises shall have been made tenantable, unless Landlord shall make
available to Tenant during the period of such repair other space in the
Building which in Tenant's reasonable opinion is suitable for the temporary
conduct of Tenant's business. 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 undertaking of such repair,
reconstruction or restoration, Landlord shall have no obligation to carry
insurance of any kind on Tenant's goods, furniture or furnishings or on
Tenant's property, and Landlord shall not be obligated to repair any damage
thereto or to replace the same. Tenant hereby waives the provisions of any
State w dealing with a tenant's rights upon the destruction of the leased
premises and the provisions of any successor or other law of like import.

b. Notwithstanding the provisions of Subparagraph 19(a) above, if
substantial alteration or reconstruction of the Building shall, in the
opinion of Landlord, be required as a result of damage by fire or other
casualty (whether or not the Premises shall have been damaged by such fire or
other casualty and whether or not such damage is covered by insurance carried
by Landlord), or if the damage to the Building is a result of an uninsured
casualty and is in an amount of $100,000.00 or more, then this Lease and the
Term and estate hereby granted may be terminated by landlord by its giving to
Tenant within sixty (60) days after the date of such damage a notice
specifying a date, not less than thirty (30) days after the giving of such
notice for such termination. In the event f the giving of such notice of
termination, this Lease and the Term and estate hereby granted shall cease
and terminate as of the date specified therefor in such notice, and the Fixed
Rent payable hereunder shall be apportioned as of the date of termination.

c. Upon any termination of this Lease under any of the provisions of this
Paragraph 19, the parties shall be released thereby without further
obligation to the other from the date possession of the Premises is
surrendered to Landlord, except for items which have therefore accrued and
are then unpaid.

d. Tenant shall not be released from any of its obligations under this
Lease, except to the extent and upon the conditions expressly stated in this
Paragraph 19. Notwithstanding anything to the contrary contained in this
Paragraph 19, should Landlord be delayed or prevented from repairing or
restoring the damaged Premises within one year after the occurrence of such
damage or destruction by reason of acts of God, war, governmental
restrictions, inability to procure the necessary labor or materials, or any
other cause beyond the control of Landlord, Landlord shall be relieved of its
obligation to make such repairs or restoration, and Tenant shall be released
from its obligations under this Lease as of the end of such one-year period.

e. It is hereby understood that if Landlord is obligated to or elects to
repair or restore as herein provided, Landlord shall be obligated to make
repairs or restoration only of those portions of the Building and the
Premises which were originally provided at Landlord's expense, which portions
shall expressly not include the tenant improvements not constructed by
Landlord, and the repair and restoration of items not provided at Landlord's
expense shall be the obligation of Tenant.

f. Notwithstanding anything to the contrary contained in this Paragraph
19, Landlord shall not have any obligation whatsoever to repair, reconstruct
or restore the Premises when the damage resulting from any casualty covered
under this Paragraph 19 occurs during the last twelve (12) months of the term
of this Lease or any extension hereof. This Lease shall be considered an
express agreement governing any case of damage to or destruction of the
building or the Premises by fire or other casualty, and any law which
purports to govern the rights of Landlord and Tenant in such a contingency in
the absence of express agreement, and any successor or other law of

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like import, shall have no application.

20. CONDEMNATION.

a. If the whole of the Premises should be taken for any public or
quasi-public use under any governmental law, ordinance or regulation or by
right of eminent domain or should be sold to the condemning authority in lieu
of condemnation, then this Lease and the Term and estate hereby granted shall
terminate as of the earlier of the date when physical possession of the
Premise's taken by the condemning authority or the date of vesting of title
in such condemnation or taking (such earlier date, whether with reference to
a complete or partial taking of the Building is hereinafter referred to as
the "taking date"). If substantially the whole of the Building or the
Premises is thus taken or sold, landlord (whether or not the Premises are
affected thereby) may terminate this Lease by giving written notice thereof
to Tenant within 60 days after the right of election accrues, in which event,
this Lease and the Term and estate hereby granted shall terminate as of the
taking date. If upon any such taking or sale of less than the whole of the
Building or the Premises this Lease shall not be thus terminated, the Fixed
Rent payable hereunder shall be appropriately abated for the period from the
taking date to the date specified in this Lease for the expiration of the
Term hereof. In the event that only a part of the Building shall be so
condemned or taken, then (i) if substantial alteration or reconstruction of
the Building shall, in the opinion of Landlord, be necessary or desirable as
a result of such condemnation or taking (whether or not the Premises be
affected), this Lease and the Term and estate hereby granted may be
terminated, effective as of the taking date, by Landlord, by giving notice of
such termination to Tenant on or before the date which is sixty (60) days
following the taking date, or (ii) if such condemnation or taking shall be of
25% or more of the Premises, this Lease and the Term and estate hereby
granted may be terminated by Tenant, effective as of the taking date, by its
giving notice of such termination to Landlord on or before the date which is
sixty (60) days after the taking date, and (iii) if neither Landlord nor
Tenant elects to terminate this Lease, as aforesaid, this Lease shall be and
remain unaffected by such condemnation or taking, except that this Lease and
the Term and estate hereby granted with respect to the part of the Premises
so condemned or taken shall expire on the taking date, and except that the
Fixed rent payable hereunder shall be abated to the extent, if any, provided
in this Paragraph 20. In the event that only a part of the Premises shall be
so condemned or taken, and this Lease and the Term and estate hereby granted
with respect to the remaining portion of the Premises are not terminated as
above provided, Landlord shall proceed with reasonable diligence to restore
the remaining portion of the Premises (other than Tenant's property or any of
Tenant's goods, furniture or furnishings) as nearly as practicable to its
condition prior to such condemnation or taking. It is understood by the
parties that Landlord's obligation to restore is limited by the provisions of
Subparagraph 19(e) above.

b. In the event of any condemnation or taking of all or part of the
Building, Landlord shall be entitled to receive the entire award in the
condemnation proceeding, including any award made for the value of the estate
vested by this Lease in Tenant, and Tenant hereby assigns to Landlord any and
all right, title and interest of Tenant now or hereafter arising in or to any
such award or any part thereof, and Tenant shall be entitled to receive no
part of such award; provided, however, that nothing shall preclude Tenant
from intervening in any such condemnation proceeding to claim or receive from
the condemning authority any compensation to which Tenant may otherwise
lawfully be entitled in such case in respect of Tenant's personal property or
for moving to a new location, except that any claim by Tenant with respect to
the unamortized cost of trade fixtures and improvements owned by Tenant which
are not removable from the Premises shall be subject and subordinate to the
claim of any holder(s) of any indebtedness or other obligations secured by
any first mortgage or first deed of trust affecting the Premises.

c. Notwithstanding the provisions of Subparagraph's 20(a) and 20(b)
above, if all or any portion of the Premises shall be condemned or taken for
governmental occupancy for a limited period, this Lease shall not terminate,
there shall be no abatement of Fixed Rent or additional rent payable
hereunder, and Tenant shall be entitled to receive the entire award therefor
(whether paid as damages, rent or otherwise), unless the period of
governmental occupancy extents beyond the expiration of this Lease, in which
case Landlord shall be entitled to such part of such award as shall be
properly allocable to the cost of restoration of the Premises, and the
balance of such award shall be apportioned between Landlord and Tenant as of
the date of such expiration. If the termination of such governmental
occupancy is prior to expiration of this Lease, Tenant shall, to the extent
an award has been made for the purpose after application for and diligent
pursuit of such award by Tenant, restore the Premises as nearly as possible
to the condition in which they were prior to the condemnation or taking.

21. TENANT'S TAX RESPONSIBILITIES.

a. Tenant hereby agrees to pay as additional rent any and all
assessments, taxes, fees, levies or charges allocable to or measured by the
area of the-Property or the rent payable hereunder, including, without
limitation, any gross income tax or excise tax levied by the state, city, or
federal government, or any political subdivision thereof, with respect to the
receipt of such rent, or upon or with respect to the possession, leasing,
operating, management, maintenance, alteration, repair, use or occupancy by
Tenant of the Property, or any portion thereof.

b. Tenant hereby agrees to pay all taxes which may be levied with
respect to Tenant's personal property located upon the Premises. Tenant
agrees to use its best efforts to cause such personal property to be taxed or
assessed separately from the Premises and not as a lien thereon. To the
extent that Tenant makes leasehold improvements to the Premises (including
any Tenant improvement installation prior to the commencement of the Term and
subsequent Tenant alterations, additions, substitutions and improvements but
not including the original Tenant improvements constructed pursuant to the
provisions of Paragraph 7 above, except to the extent they are

over-standard or over Landlord's allowance therefor), and such improvements
are used by a taxing authority in the calculating of any property tax (as
such term is defined in Subparagraph 5(a) above, except to the extent they
are over-standard or over Landlord's allowance therefor) payable by Landlord,
Tenant shall pay the property taxes

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<PAGE>

attributable to the value of such leasehold improvements throughout the Term
of this Lease within thirty (30) days after being billed therefor by
Landlord. Tenant agrees to give to Landlord copies of all contracts for such
leasehold improvements within ten days of the execution of such contracts.
Landlord shall use those materials available to it (including the working
papers of the taxing authority) to determine the assessed value of such
leasehold improvements and will calculate Tenant's bill for such taxes
accordingly.

22. SURRENDER UPON TERMINATION. At the expiration or termination of this
Lease, Tenant shall at once surrender possession of the Premises and deliver
the Premises to Landlord in good repair and condition, reasonable wear and
tear excepted, restoring the Premises wherever necessary and leaving them
neat and clean; If the Premises are not immediately surrendered, Landlord may
forthwith enter upon and take possession of the Premises and expel or remove
Tenant and/or any other person who may be occupying any portion of the
Premises, by force, if necessary, without having any civil or criminal
liability therefor. All alterations, additions or improvements (whether
temporary or permanent in character) made in or upon the Premises, including
signs on the exterior of the Premises, either by Landlord or Tenant, shall be
Landlord's property on termination of this Lease and shall remain on the
Premises without compensation to Tenant or, if Landlord so elects, Tenant
shall, prior to the termination of the Term, remove those alterations,
additions or improvements so designated by Landlord from the Premises, and
Tenant shall perform any necessary restoration of the Premises occasioned by
such removal. All furniture, movable trade fixtures and equipment installed
by Tenant shall be removed by Tenant at the termination of this Lease. All
such removals shall be accomplished in a good workmanlike manner so as not to
damage the Premises or the Building, and, in the event of any such damage,
Tenant shall repair such damage, restoring the Premises and leaving them
clean. All furniture, movable trade fixtures and equipment installed by
Tenant not promptly removed after such termination shall thereupon be
conclusively presumed to have been abandoned by Tenant and Landlord may, at
its option, take over the possession of such property and either (a) declare
same to be the property of Landlord by written notice thereof to Tenant, or
(b) at the sole cost and expense of Tenant remove the same or any part
thereof in any manner that Landlord shall choose and store the same without
incurring liability to Tenant or any other person, Tenant hereby waiving any
and all claims against Landlord in connection with such personal property.

23. EVENTS OF DEFAULT.

a. The following events are hereby deemed to be an "Event of Default"
by Tenant under this Lease:

(1) Tenant shall fail to pay when due any installment of the rent
hereby reserved or any other payments required to be made by Tenant hereunder
and shall not cure such failure within three days after written notice
thereof to Tenant.

(2) Tenant shall fail to comply with any term, provision or
covenant of this Lease, other than the payment of rent, and shall not cure
such failure within thirty (30) days after written notice thereof to Tenant.

(3) Tenant or any guarantor of Tenant's obligations hereunder
(hereinafter called "Guarantor") shall become insolvent, or shall make a
transfer in fraud of creditors, or shall commit any 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.

(4) Tenant or any Guarantor shall file a petition under any
present or future section or chapter of any federal or state bankruptcy or
similar law, or a petition or answer proposing the adjudication of tenant or
any Guarantor as a bankrupt 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.

(5) A receiver or trustee shall be appointed for substantially
all of the assets of Tenant or of any Guarantor or of the Premises or 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 thirty (30) days after such appointment, or Tenant or such
Guarantor shall consent to or acquiesce in such appointment.

(6) The leasehold hereunder shall be taken on execution or other
process of law in any action against Tenant.

(7) Tenant shall abandon or vacate any portion of the Premises.

b. If an Event of Default shall have occurred, Landlord shall have the
following rights and remedies in addition to any other rights or remedies
available to Landlord at law or in equity:

(1) Terminate this Lease by giving written notice thereof to
Tenant, in which event, Tenant shall immediately surrender the Premises to
Landlord, and if Tenant fails so to do, Landlord may, without prejudice to
any other remedy which it may have for possession or arrearages in rent,
enter upon and take possession of the Premises and expel or remove Tenant and
any other person who may be occupying the Premises, or any part thereof, by
force, if necessary, without being liable for prosecution or any claim of
damages thereof. Further, in the event that Landlord shall elect to terminate
this Lease, then Landlord may recover from Tenant:

(a) The worth at the time of award of any unpaid rent which
had been earned at the time of such termination; plus

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<PAGE>

(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 rental loss that Tenant proves could have
been reasonably avoided; plus

(c) The worth at the time of award of the amount by which the
unpaid rent for the balance of the Term, after the time of award exceeds the
amount of such rental loss that Tenant proves could be reasonably avoided;
plus

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

(e) At Landlord's election, such other amounts in addition to
or in lieu of the foregoing as may be permitted from time to time by
applicable State law.

Nothing contained in this Lease shall limit or prejudice the right of
Landlord to claim for and obtain in proceedings for bankruptcy or insolvency,
by reason of the termination of this Lease, an amount equal to the maximum
allowed by any statute or rule of law in effect at the time when, and
governing the proceedings in which, the damages are to be proven, whether or
not the amount be greater, equal to, or less than the amount of the loss or
damages referred to above.

(2) Enter upon and take possession of the Premises and expel or
remove Tenant or any other person who may be occupying the Premises, or any
part thereof, by force, if necessary, without having any civil or criminal
liability therefor and, without terminating this Lease, Landlord may (but
shall be under no obligation to) relet the Premises or any part thereof for
the account of Tenant, in the name of Tenant or Landlord or otherwise,
without notice to Tenant for such term or terms (which may be greater or less
than the period which would otherwise have constituted the balance of the
term of this Lease) and on such conditions (which may include concessions or
free rent) and for-such uses as Landlord in its absolute discretion may
determine, and Landlord may collect and receive any rents payable by reason
of such reletting; and Tenant agrees to pay Landlord on demand all reasonable
expenses necessary to relet the Premises which shall include, without
limitation, the cost of renovating, repairing and altering the Premises for a
new tenant or tenants, advertisements and brokerage fees, and any deficiency
that may arise by reason of such renovating, repairing and altering the
Premises for a new tenant or tenants, advertisements and brokerage fees, and
any deficiency that may arise by reason of such reletting. Landlord shall not
be responsible or liable for any failure to relet the Premises or any part
thereof or for any failure to collect any rent due upon any such reletting.
No such re-entry or taking of possession of the Premises by Landlord shall be
construed as a election on Landlord's part to terminate this Lease unless a
written notice of such termination is given to Tenant pursuant to
Subparagraph 23(b)(i) above. Notwithstanding any reletting without
termination by Landlord because of any default by Tenant, Landlord may at any
time after such reletting elect to terminate this Lease for any such default.

(3) Enter upon the Premises by force, if necessary, without
having any civil or criminal liability therefore and do whatever Tenant is
obligated to do under the terms of this Lease, and Tenant agrees to reimburse
Landlord on demand for any expenses which Landlord may incur in thus
effecting compliance with Tenant's obligations under this lease, and tenant
further agrees that Landlord shall not be liable for any damages resulting to
Tenant from such action, whether caused by the negligence of Landlord or
otherwise.

c. In the event that Landlord shall elect to so relet, then rent
received by Landlord from such reletting shall be applied: First, to the
payment of any indebtedness other than Rent due hereunder from Tenant to
Landlord; Second, to the payment of any cost of such reletting; Third, to the
payment of the cost of any alterations and repairs to the Premises; Fourth,
to the payment of rent due and unpaid hereunder and the residue, if any,
shall be held by Landlord and applied in payment of future rent as the same
may become due and payable hereunder. Should that portion of such rent
received from such reletting during any month which is applied by the payment
of rent hereunder be less than the rent payable during that month by Tenant
hereunder, then Tenant shall pay such deficiency to Landlord immediately upon
demand therefor by Landlord. Such deficiency shall be calculated and paid
monthly. Tenant shall also pay to Landlord, as soon as ascertained, any costs
and expenses incurred by Landlord in such reletting or in making such
alterations and repairs not covered by the rent. received from such
reletting,

d. In the event of any such default by Tenant, Landlord shall also
have the right, with or without terminating this Lease, to re-enter the
Premises and remove all personal property from the Premises; such property
may be removed and stored in a public warehouse or elsewhere at the cost of
and for the account of Tenant.

e. No repossession of or re-entering on the Premises or any part
thereof pursuant to Subparagraphs 23(b)(ii) or 23(b)(iii) above or otherwise,
and no reletting of the Premises or any part thereof pursuant to Subparagraph
23(b)(ii) above shall relieve Tenant or any Guarantor of its liabilities and
obligations hereunder, all of which shall survive such repossession or
re-entering. In the event of any such repossession or re-entering on the
Premises or any part thereof by reason of the occurrence of an Event of
Default, Tenant will pay to Landlord the rent required to be paid by Tenant.

f. 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 at law or in equity or by
statute. In addition to other remedies provided in this lease, Landlord shall
be entitled, to the extent permitted by applicable law, to injunctive relief
in case of the violation, or attempted or threatened violation, of any of the
covenants, agreements, conditions or

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<PAGE>

provisions of this Lease, 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.

24. NO IMPLIED WAIVER. The failure of Landlord to insist at any time
upon the strict performance of any covenant or agreement or to exercise any
option, right, power or remedy contained in this Lease shall not be construed
as a waiver or a relinquishment thereof for the future. The waiver of or
redress for any violation of any term, covenant, agreement or condition
contained in this Lease or contained in the Rules and Regulations attached
hereto as Exhibit "E" shall not prevent a subsequent act which would have
originally constituted a violation from having all the force and effect of an
original violation. No express waiver shall affect any condition other than
the one specified in such waiver and that one only for the time and in the
manner specifically stated. A receipt by Landlord of any rent with knowledge
of the breach of any covenant or agreement contained in this Lease shall not
be deemed a waiver of such breach, and no waiver by Landlord of any provision
of this Lease shall be deemed to have been made unless expressed in writing
and signed by Landlord. No payment by Tenant or receipt by Landlord of a
lesser amount than the rent due under this Lease shall be deemed to be other
than 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 as
rent be deemed an accord and satisfaction, and Landlord may accept such check
or payment without prejudice to Landlord's right to recover the balance of
such rent or pursue any other remedy in this Lease provided.

25. WAIVER BY TENANT. Tenant hereby waives and surrenders for itself
and all claiming by, through and under it, including creditors of all kids,
(a) any right and privilege which it or any of them may have under any
present or future constitution, statute or rule of law to redeem the Premises
or to have a continuance of this Lease for the Term hereby demised after
termination of Tenant's right of occupancy by order or judgment of any court
or by any legal process or writ, or under the terms of this Lease, or after
the termination of the term of this Lease as herein provided, and (b) the
benefits of any present or future constitution, statute or rule of law which
exempts property from liability for debt or for distress for rent, and (c)
the provisions of any law relating to notice and/or delay in levy of
execution in case of eviction of a tenant for non-payment of rent.

26. PROFESSIONALS' FEES AND LEGAL EXPENSES. Tenant shall pay to
Landlord upon demand all of Landlord's actual professionals' fees, including,
without limitation, appraisers', accountants' and attorneys' fees, and all
other actual expenses and court costs of Landlord incurred in enforcing any
of the obligations of Tenant under this Lease.

27. LANDLORD'S LIEN. In addition to the statutory Landlord;s Lien an in
order to secure payment of all rent and other sums of money becoming due
hereunder from Tenant and to secure payment of any damages or loss which
Landlord may suffer by reason of the breach by Tenant of any covenant,
agreement or condition contained herein, Tenant hereby grants unto Landlord a
security interest in and an express contractual lien upon all goods, wares,
equipment, fixtures, furniture, improvements and other personal property of
Tenant presently or which may hereafter be situated on the Premises (except
that part of such property as may be exchanged, replaced or sold from time to
time in the ordinary course of Tenant's operations) and all proceeds
therefrom, and such property shall not be removed therefrom without the
consent of Landlord until all arrearages in rent as well as any and all other
sums of money then due to Landlord hereunder shall first have been paid and
discharged and all covenants, agreements and conditions hereof have been
fully complied with and performed by Tenant. Upon the occurrence of an Event
of Default by Tenant, Landlord may, in addition to any other remedies
provided herein, enter upon the Premises and take possession of any and all
such goods, wares, equipment, fixtures, furniture, improvements and other
personal property of Tenant situated on the Premises, without liability for
trespass or conversion (and Tenant hereby waives any right to notice or
hearing prior to such taking of possession by Landlord) and sell the same at
public or private sale, with or without having such property at the sale,
after giving Tenant reasonable notice of the time and place of any public
sale or of the time after which any private sale is to be made, at which sale
Landlord or its assigns may purchase unless otherwise prohibited by law.
Unless otherwise provided by law, and without intending to exclude any other
manner of giving Tenant reasonable notice, the requirement of reasonable
notice shall be met, if such notice is given in the manner prescribed in this
Lease at least five days before the day of sale. Any sale made pursuant to
the provisions of this Paragraph 27 shall be deemed to have been a public
sale conducted in a commercially reasonable manner if held in the Premises
after the time, place and method of sale and a general description of the
types of property to be sold have been advertised in a daily newspaper
published in the County for five consecutive days prior to the date of sale.
The proceeds from any such disposition, less any and all expenses connected
with the taking of possession, holding and selling of the property (including
reasonable attorneys' fees and other expenses), shall be applied as a credit
against the indebtedness which is secured by the security interest granted in
this Paragraph 27. Any surplus shall be paid to Tenant or as otherwise
required by law and Tenant shall pay any deficiency forthwith. upon request
by Landlord, Tenant agrees to execute and deliver to Landlord a financing
statement in form sufficient to perfect the security interest of Landlord in
the aforementioned property and proceeds thereof in accordance with the
provisions of the applicable laws in force in the State. Any statutory lien
for rent is not hereby waived, the security interest herein granted being in
addition and supplementary thereto.

28. SUBORDINATION.

a. This Lease and all rights of Tenant hereunder are subject and
subordinate (i) to any mortgage or deed of trust, blanket or otherwise which
does now or may hereafter affect the Property or any portion thereof (and
which may also affect other property), and (ii) to any and all increases,
renewals, modifications, consolidations, replacements and extensions of any
such mortgage or deed of trust. This provision is hereby declared by Landlord
and Tenant to be self-operative, and no further instrument shall be required
to effect such subordination of this Lease. Tenant shall, however, upon
demand at any time or times execute, acknowledge and deliver to Landlord any
and all instruments and certificates that may be necessary or proper to more
effectively subordinate this Lease and all rights of Tenant hereunder to any
such mortgage or deed of trust or to confirm or evidence such subordination.

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<PAGE>

In the event Tenant shall fail or neglect to execute, acknowledge and deliver
any such subordination agreement or certificate, Landlord, in addition to any
other remedies it may have, may, as the agent and attorney in fact of Tenant,
execute, acknowledge and deliver the same, and Tenant hereby irrevocably
nominates, constitutes and appoints Landlord Tenant's proper and legal agent
and attorney in fact for such purposes. Such power of attorney shall not
terminate on disability of the principal.

b. Tenant covenants and agrees, in the event any proceedings are
brought for the foreclosure of any such mortgage, or if the Property or any
portion thereof be sold pursuant to any such deed of trust, to attorn to the
purchaser upon any such foreclosure sale or trustee's sale if so requested by
such purchaser and to recognize such purchaser as the Landlord under this
Lease. Tenant agrees to execute and deliver at any time and from time to
time, upon the request of Landlord or of any holder(s) of any of the
indebtedness or other obligations secured by any mortgages or deeds of trust
of the type described in this Paragraph 28 any instrument or certificate
which, in the sole judgment of Landlord or of such holder(s), may be
necessary or appropriate in any such foreclosure proceeding or otherwise to
evidence such attornment. Tenant hereby irrevocably appoints Landlord and the
holders of the indebtedness or other obligations secured by the aforesaid
mortgages and/or deeds of trust jointly and severally the agent and attorney
in fact of Tenant to execute and deliver for and on behalf of Tenant any such
instrument or certificate. Such power of attorney shall not terminate on
disability of the principal. Tenant further waives the provisions of any
statute or rule of law, now or hereafter in effect, which may give or purport
to give Tenant any right or election to terminate or otherwise adversely
affect this Lease and the obligations of Tenant hereunder in the event any
such foreclosure proceeding is brought or trustee's sale occurs. Tenant
agrees that this Lease shall not be affected in any way whatsoever by any
such foreclosure proceeding or trustee's sale unless the holder(s) of the
indebtedness or other obligations secured by said mortgages and/or deeds of
trust shall declare otherwise.

c. This Lease and all rights of Tenant hereunder are further
subject and subordinate, to the extent that the same relate to the Premises,
(i) to all ground or underlying leases in existence at the date hereof and to
any and all supplements, modifications and extensions thereof heretofore or
hereafter made, and (ii) to all applicable ordinances of the City relating to
easements, franchises and other interests or rights upon, across or
appurtenant to the building or any of the Land, and (iii) all utility
easements and agreements.

29. QUIET ENJOYMENT. Tenant upon paying the rent and performing Tenant
s obligations under this Lease shall peacefully and quietly have, hold and
enjoy the Premises, subject to all of the terms and provisions hereof.

30. HOLDING OVER BY TENANT. Should Tenant or any of its successors in
interest continue to hold the Premises after the termination of this Lease
whether such termination occurs by lapse of time or otherwise, such holding
over shall constitute and be construed as a tenancy from month to month, only
at a monthly rental equal to 150% of the Fixed Rent in effect upon the date
of such termination (subject to adjustments as provided in Paragraph 5
above). During such month to month tenant, Tenant shall be subject to all of
the terms, provisions, covenants and agreements on the part of Tenant to be
performed hereunder. No payments of money by Tenant to Landlord after the
termination of this Lease shall reinstate, continue or extend the Term of
this Lease, and no extension of this Lease after the termination thereof
shall be valid unless and until the same shall be reduced to writing and
signed by both Landlord and Tenant. Tenant shall be liable to Landlord for
all damage which Landlord shall suffer by reason of any holding over by
tenant, and Tenant shall indemnify Landlord against all claims made by any
other tenant or prospective tenant against Landlord resulting from delay by
Landlord in delivering possession of the Premises to such other tenant or
prospective tenant.

31. ESTOPPEL CERTIFICATE.

a. Tenant shall, at any time and from time to time, upon not less
than ten days' prior request by Landlord, execute, acknowledge and deliver to
Landlord a statement in writing executed by Tenant certifying that this Lease
is unmodified and in full force and effect (or, if there have been
modifications, that this Lease is in full force and effect as modified and
setting forth such modifications) and the dates to which the rent has been
paid and either stating that no default exists hereunder or specifying each
such default of which Tenant may have knowledge, it being intended that any
such statement by Tenant may be relied upon by any prospective purchaser or
mortgagee of the building.

b. Tenant's failure to deliver such statement within such time
shall be a default under this Lease, and if the estoppel certificate is in
connection with a sale or financing of the Building, the parties acknowledge
that the failure to timely deliver the estoppel certificate may cause a
monetary loss to Landlord. Therefore, the parties hereby agree that the
failure to deliver the estoppel certificate within ten days from receipt of
written notice from Landlord indicating that the estoppel certificate is
required in connection with the sale or financing of the Building shall be
deemed to be a monetary default under the Lease, Further, Tenant's failure to
deliver such statement within such time shall be conclusive upon Tenant (i)
that this Lease is in full force and effect without modification, except as
may be represented by Landlord, (ii) that there are no uncured defaults in
Landlord's performance, and (iii) that not more than one month's rent has
been paid in advance, or such failure may be considered by Landlord as a
default by Tenant under this Lease.

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32. NOTICE TO LANDLORD AND MORTGAGEE. In the event of any act or
omission by Landlord which would give Tenant the right to damages from
Landlord or the right to terminate this Lease by reason of a constrictive or
actual eviction from all or part of the Premises or otherwise, Tenant shall
not sue for such damages or exercise any such right to terminate until (a) it
shall have given written notice of such act or omission to Landlord and to
the holder(s) of the indebtedness or other obligations secured by any first
mortgage or first deed of trust affecting the Premises, if the name and
address of such holder(s) shall previously have been furnished to Tenant, and
(b) a reasonable period of time for remedying such act or omission shall have
elapsed following the giving of such notice, during which time Landlord and
such holder(s), or either of them, their agents or employees, shall be
entitled to enter upon the Premises and do therein whatever may be necessary
to remedy such act or omission. During the period after the giving of such
notice and during the remedying of such act or omission, the rent payable by
Tenant for such period as provided in this Lease shall be abated and
apportioned only to the extent that any part of the Premises shall be
untenantable.

33. FINANCIAL STATEMENTS. At any time during the Term of this Lease,
Tenant shall upon ten (10) days' prior written notice from Landlord, provide
Landlord with a current financial statement and financial statements of the
two years prior to the current financial statement year. 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.

34. PERSONAL LIABILITY. The obligations of Landlord under this Lease
shall not constitute personal obligations of the individual entities which
comprise Landlord nor of their respective partners, directors, officers or
shareholders, and Tenant shall look solely to the real estate that is the
subject of this Lease and to no other assets of the entities comprising
Landlord for satisfaction of any liability in respect of this Lease and will
not seek recourse against the individual entities which comprise Landlord nor
against their respective partners, directors, officers or shareholders nor
against any of their personal assets for such satisfaction.

35. SECURITY DEPOSIT. Concurrently with the execution of this Lease,
Tenant has deposited with Landlord the Security Deposit set forth in
Subparagraph l(m) above to secure the full and faithful performance by Tenant
of Tenant's covenants and obligations hereunder. The Security Deposit shall
not bear interest and shall not be considered an advance payment of rent or a
measure of Landlord's damages in case of default by Tenant. Landlord shall
have the right to commingle the Security Deposit with the other funds of
Landlord. In the event Tenant defaults in the performance of any of the
covenants and obligations to be performed by it hereunder, including, but not
limited to the payment of all rent to be paid hereunder, Landlord may, from
time to time, without prejudice to any other remedy, use the Security Deposit
to the extent necessary to make good any arrearages in rent or any sum as to
which Tenant is in default and any other damage, injury, expense or liability
caused to Landlord by such default, including any damages or deficiency in
the reletting of the Premises, whether such damages or deficiency may accrue
before or after termination of this Lease and including reasonable attorneys'
fees incurred by Landlord in connection with such default or damage.
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 then in default hereunder,
any remaining balance of the Security Deposit shall be returned by Landlord
to Tenant upon termination of this Lease and after delivery of the entire
possession of the Premises to Landlord in accordance with this Lease. If
Landlord assigns its interest in the Premises during the Term, Landlord may
assign the Security Deposit to the assignee and, thereafter, Landlord shall
have no further liability for the return of the Security Deposit, and Tenant
agrees to look solely to the new landlord for the return of the Security
Deposit. The provisions of the preceding sentence shall apply to each and
every transfer or assignment made of the Security Deposit to a new landlord.
Tenant agrees that it will not assign or encumber or attempt to assign or
encumber the moneys deposited herein as security, and that Landlord and its
successors and assigns shall not be bound by any such actual or attempted
assignment or encumbrance. Regardless of any assignment of this Lease by
Tenant, Landlord may return the Security Deposit to the original Tenant in
the absence of evidence satisfactory to Landlord to an assignment of the
right to receive the Security Deposit or any part of the balance thereof.

36. NOTICES. Each provision of this Lease, or of any applicable
governmental laws, ordinances, regulations and other requirements with
reference to the sending, mailing or delivery of any notice or with reference
to the making of any payment by Tenant to Landlord, shall be deemed to be
complied with when and if the following steps are taken:

a. All rent and other payments required to be made by Tenant to
Landlord hereunder shall be payable to Landlord at Landlord's address set
forth in Subparagraph 1(a) above or at such other address as Landlord may
specify from time to time by written notice delivered in accordance herewith.

b. Any notice or document required to be delivered hereunder shall
be deemed to be delivered, whether actually received or not, three days after
being deposited in the United States mail, postage prepaid, registered mail,
return receipt requested, addressed to the parties hereto at the respective
addresses set forth in Subparagraphs 1(a) and (b) above or at such other
address as they have therefore specified by written notice to the other
party. A copy of any notice or document required to be delivered hereunder
shall be sent simultaneously to the holder(s) of any indebtedness or other
obligations secured by any first mortgage or first deed of trust affecting
the Premises at such address as such holder(s) shall from time to time
designate in writing to the parties hereto.

37. BINDING EFFECT. All of the covenants, agreements, terms and
conditions to be observed and performed by the parties hereto shall be
applicable to and binding upon their respective heirs, personal
representatives' successors and, to the extent assignment is permitted
hereunder, their respective assigns.

38. PARAGRAPH HEADINGS. The paragraph headings contained in this Lease
are for convenience only and shall in no way enlarge or limit the scope or
meaning of the various and several paragraphs hereof.

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<PAGE>

39. ENTIRE AGREEMENT. This Lease sets forth the entire agreement between the
parties, and no amendment or modification of this Lease shall be binding or
valid unless expressed in a writing executed by both parties hereto.

40. NO REPRESENTATIONS. Landlord or Landlord's agents have made no
representations or promises with respect to the Premises, the building or the
Land, except as herein expressly set forth and no rights, easements or
licenses are acquired by Tenant by implication or otherwise, except as
expressly set forth in the provisions of this Lease.

41. JOINT AND SEVERAL LIABILITY. If Tenant is composed of more than one
individual and/or entity, the obligations hereunder imposed upon Tenant shall
be joint and several.

42. GENDER. Words of any gender used in this Lease shall be held and
construed to include any other gender, and words in the singular number shall
be held to include the plural unless the context otherwise requires.

43. NO MERGER. There shall be no merger of this Lease or of the leasehold
estate hereby created with the fee estate in the Premises or any part thereof
by reason of the fact that the same person may acquire or hold, directly or
indirectly, this Lease or the leasehold estate hereby created or any interest
in this Lease or in such leasehold estate as well as the fee estate in the
Premises or any interest in such fee estate.

44. SEVERABILITY. Each and every covenant and agreement contained in this
Lease is, and shall be construed to be, a separate and independent covenant
and agreement. If any term or provision of this Lease or the application
thereof to any person or circumstances shall to any extent be invalid and
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
invalid or unenforceable, shall not be affected thereby.

45. RUNNING OF OBLIGATIONS. The obligations of this Lease shall run with the
land, and this Lease shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, except that only
the original Landlord named herein shall be liable for obligations accruing
before the beginning of the Term and, thereafter, the original Landlord named
herein and each successive owner of the Premises shall be liable only for
obligations accruing during the period of its ownership.

46. GOVERNING LAW. This Lease, and the rights and obligations of all parties
hereto, shall be construed and enforced in accordance with the laws of the
State.

47. LANDLORD'S RIGHTS UPON BEARING TENANT'S OBLIGATIONS. If Tenant shall at
any time default in the performance of any obligation under this Lease,
Landlord shall have the right, but shall not be obligated, to enter upon the
Premises and to perform such obligation notwithstanding the fact that no
specific provision for such substituted performance by Landlord is made in
this Lease with respect to such default. In performing such obligation,
Landlord may make any payment of money or perform any other act. All sums so
paid by Landlord (together with interest at the rate of interest specified in
Paragraph 4 and all necessary incidental costs and expenses in connection
with the performance of any such act by Landlord) shall be deemed to be
additional rent under this Lease. Landlord may exercise the foregoing rights
without waiving any other of its rights or releasing Tenant from any of its
obligations under this Lease.

48. SUBMISSION OF LEASE. Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of or an option for
lease, and it is not effective as a lease or otherwise until execution and
delivery by both Landlord and Tenant.

49. BROKERS AND AGENTS. Tenant warrants that it has had no dealings with any
broker or agent in connection with this Lease, other than those set forth in
Subparagraph l(n) above, and covenants to defend with counsel, approved by
Landlord, hold harmless and indemnify Landlord from and against any and all
cost, expense or liability for any compensation, commissions and charges
claimed by any broker or agent with respect to Tenant's dealings in
connection with this Lease or the negotiation thereof, other than whose
commission shall be paid by Landlord.

50. ADVERTISING AND SIGNAGE. Tenant shall not affix or maintain upon the
glass panes and supports of any show windows (and within 48 inches of any
window) doors and the exterior walls of the Premises, any signs, advertising
placards, name, insignia, trademarks, descriptive material or any other such
like item or items, except such as shall have first received the written
approval of Landlord as to size, type, color, location, copy, nature and
display qualities which such approval shall not be unreasonably withheld.
Anything to the contrary in this Lease notwithstanding, Tenant shall not
affix any sign to the roof or exterior walls of the Premises. In addition, no
advertising medium shall be utilized by Tenant which can be heard or
experienced outside Tenant's Premises, including without limiting the
generality of the foregoing, flashing lights, searchlights, loudspeakers,
phonographs, radios, or televisions provided, however, that this shall not
prevent Tenant from purchasing advertising on television, radio or any such
other media. Tenant shall not distribute, or cause to be distributed, in t he
Building, any handbills or other advertising devices without Landlord's prior
written consent. Tenant shall erect signs at Tenant's sole cost and expense
at the location indicated and otherwise in accordance with the provisions of
the sign criteria attached hereto, made a part hereof, and labeled Exhibit
"G". Tenant shall be responsible for obtaining all necessary governmental
approvals for such signage.

51. MODIFICATION FOR LENDER. If, in connection with obtaining construction,
interim or permanent financing for the Building, the lender shall request
reasonable modifications in this Lease as a condition to such

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<PAGE>

financing, Tenant will not unreasonably withhold, delay or defer its consent
thereto, provided that such modifications do not increase the obligations of
Tenant hereunder or materially adversely affect the leasehold interest hereby
created or Tenant's rights hereunder.

52. GUARANTY. As a material condition of this Lease, Landlord and Tenant
agree that Tenant's performance of the terms and conditions of this Lease
shall be fully guaranteed by Raquel Zepeda ________ ___________ as an Individual
______________ ("Guarantor").

53. HAZARDOUS MATERIALS.

a. As used in this Lease, the term "Hazardous Material" means any
flammable items, explosives, radioactive materials, hazardous or toxic
substances, material or waste or related materials, including any substances
defined as or included in the definition of "hazardous substances",
"hazardous wastes", "infectious wastes", "hazardous materials" or "toxic
substances" now or subsequently regulated under any federal, state or local
laws regulations including, without limitation, petroleum-based products,
printing inks, acids, pesticides, asbestos, PCBs and similar compounds, and
including any different products and materials which are subsequently found
to have adverse effects on the environment or the health and safety of
persons.

b. Tenant shall not cause or permit any Hazardous Material to be
generated, produced, brought upon, used, stored, treated or disposed of in or
about the Premises or the Project by Tenant, its agents, employees,
contractors, affiliates, sublessees or invitees. Tenant shall indemnify,
defend and hold Landlord harmless from all actions (including, without
limitation, remedial or enforcement actions of any kind, and administrative
or judicial proceedings and orders or judgments), costs, claims, damages,
(including punitive damages), expenses (including, attorneys', consultants'
and experts' fees, court costs) amounts paid in settlement, fines,
forfeitures or other civil, administrative or criminal penalties, injunctive
or other relief, liabilities or losses arising from a breach of this
prohibition by Tenant, its agents, employees, contractors, affiliates,
sublessees or invitees. Upon expiration or earlier termination of this Lease,
Tenant shall cause any Hazardous Materials arising out of or related to the
use or occupancy of the Premises by Tenant or its agents, affiliates,
customers, employees, business associates or assigns to be removed from the
Premises and the Project and properly transported for use, storage or
disposal in accordance with all applicable laws, regulations and ordinances.
Landlord also agrees that Landlord shall have all the same obligations to the
Tenant as those referenced above for Tenant to Landlord.

54. TRANSFER OF LANDLORDS INTEREST. Tenant acknowledges that Landlord has the
right to transfer all or any portion of its interest in the Project and
Building and in this Lease, and Tenant agrees that in the event of any such
transfer and a transfer of the security deposit, Landlord shall automatically
be released from all liability under this Lease and Tenant agrees to look
solely to such transferee for the performance of Landlord's obligations
hereunder after the date of transfer. Tenant further acknowledges that
Landlord may assign its interest in this Lease to a mortgage lender as
additional security and agrees that such an assignment shall not release
Landlord from its obligations hereunder and that Tenant shall continue to
look to Landlord for the performance of its obligations hereunder.

55. ADDITIONAL PROVISIONS. The following Rider(s) to Lease are attached
hereto and incorporated herein by this reference:

Addendum No. 1

Rider No. 1

ADDENDUM NO. 1 TO LEASE DATED April 5, 1996
BY AND BETWEEN LA PACIFIC CENTER
A CALIFORNIA CORPORATION ("LANDLORD")
AND Colecciones de Raquel, Inc ("TENANT")

56. RENEWAL OPTIONS. Landlord hereby grants to Tenant the option to extend
the term of this Lease (the "Extension Options") for one additional two-year
period. Tenant shall exercise such Extension Option by giving written notice
of exercise to Landlord at least six months prior to the Expiration Date of
the then current term. All of the terms and conditions of this Lease shall
govern each such extended term insofar as applicable, and all references in
this Lease to the term hereof shall be deemed to include such extended term
unless the context clearly indicates to the contrary, except that these
Extension Options shall not apply at the expiration of the extension terms.

a. The Monthly Fixed Rent for each Extension Option term shall be the
fair market rate, as of the commencement of the applicable Extension Option
term as determined by the agreement of the parties or, if the parties are
unable to agree on or before 90 days prior to the expiration of the
then-current term, then by an appraisal conducted pursuant to Subparagraph
(b) below. Notwithstanding the above, the Monthly Fixed Rent for each
extension term shall, in no event, be less than the Monthly Fixed Rent for
the last month of the then-current lease term. The Monthly Fixed Rent shall
take into account the duration of the extension term and may provide for
reasonable periodic rental increases during such term.

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<PAGE>

b. If it becomes necessary to determine the fair market rate for the
Premises by appraisal, then real estate appraiser(s), all of whom shall be
members of the American Institute of Real Estate Appraisers and each having
at least two years' experience appraising commercial and industrial real
property located within the vicinity of the Premises, shall be appointed and
shall act in accordance with the following procedures:

(1) If Landlord and Tenant are unable to agree on the base rent for the
Extension Option term, then either party may demand an appraisal by giving
written notice to the other party which demand to be effective, must state
the name, address and qualifications of an appraiser selected by the party
demanding an appraisal (the "Notifying Party"). Within ten days following the
Notifying Party's appraisal demand, the other party (the "Non-Notifying
Party") shall either approve the appraiser selected by the Notifying Party or
select a second properly qualified appraiser by giving written notice of the
name, address and qualifications of said appraiser to the Notifying Party. If
the Non-Notifying Party fails to select an appraiser within the ten day
period, then the appraiser selected by the Notifying Party shall be deemed
selected by both parties and no other appraiser shall be selected. If two
appraisers are selected they shall select a third appropriately qualified
appraiser. If the two appraisers fail to select a third qualified appraiser
within ten days, then, upon application by either party, the third appraiser
shall be appointed by the President or person serving in comparable position,
if there is no President) of the local Real Estate Board (or any successor
entity or body of comparable standing if such Board does not then exist) or
the person to whom the President may delegate that function.

(2) If only one appraiser is selected, then that appraiser shall
notify the parties in simple letter form of its determination of the fair
market rate for the Premises within thirty days of his selection, which
appraisal shall be conclusively determinative and binding on the parties as
the fair market rent for the Premises.

(3) If multiple appraisers are selected, then the appraisers shall
meet not later than ten days following selection of the last appraiser. At
such meeting, the appraisers shall attempt to determine the fair market rate
for the Premises as of the commencement date of the Option period by the
agreement of at least two of the appraisers.

(4) The appraisers' determination of the fair market rate shall be
based on a building of the same age, construction, size and location as the
Premises and shall take into account Tenant's obligation to pay additional
rent under the terms of this Lease. In determining the fair market rare, the
appraisers shall not consider any improvements, alterations, additions,
fixtures or equipment installed in the Premises at Tenant's expense, but
shall include improvements, alterations, additions, fixtures of equipment
installed at Landlord's expense. If two or more of the appraisers agree on
the fair market rate for the Premises at the initial meeting, then such
agreement shall be determinative and binding on the parties hereto, and the
agreeing appraisers shall, in simple letter form executed by the agreeing
appraisers, forthwith notify both Landlord and Tenant of the amount set by
such agreement.

(5) If multiple appraisers are selected and the agreement of at
least two appraisers cannot be obtained within ten days after the initial
meeting, then within five days after the expiration of said ten day period,
all appraisers shall submit to Landlord and Tenant and independent appraisal,
in simple letter form, of the fair market rent for the Premises. The parties
shall then determine the appraised fair market rent for the Premises by
averaging the appraisals; provided, however, that (i) if the lowest appraisal
is less than 85% of the middle appraisal, then such lowest appraisal shall be
disregarded and (ii) if the highest appraisal is greater than 115% of the
middle appraisal, then such highest appraisal shall be disregarded. If any
appraisal is so disregarded, then the average shall be determined by
computing the average of the appraisals that have not been disregarded.

(6) Nothing contained herein shall prevent Landlord and Tenant
from jointly selecting a single appraiser to determine the fair market rate
of the Premises, in which event, the determination of such appraisal shall be
conclusively deemed to be the fair market rate of the Premises for the
Extension Option term in question.

(7) If only one appraiser is selected, then each party shall pay
half of the fees and expenses of that appraiser. If three appraisers are
selected, then each party shall bear the fees and expenses of the appraiser
it selects, plus half of the fees and expenses of the third appraiser.

57. CONFIDENTIALITY. Tenant acknowledges and agrees that the terms of this
Lease are confidential and constitute proprietary information of the
Landlord. Disclosure of the terms hereof could adversely affect the ability
of the Landlord to negotiate other leases with respect to the Building and
impair the Landlord's relationship with other tenants of the Building. Tenant
agrees that it, and its agents, partners, officers, directors, employees, and
attorneys shall not disclose the terms and conditions of this Lease to any
other person without the prior written consent of the Landlord. It is
understood and agreed that damages would be an inadequate remedy for the
breach of this provision by the Tenant, and the Landlord shall have, in
addition to other remedies under this Lease, the right to specific
performance of this provision and to injunctive relief to prevent its
threatened or continued breach.

The parties further agree that the Landlord shall have, in addition to any
and all remedies herein provided, the right at its option (i) to terminate
this Lease or (ii) to continue this Lease but immediately terminate all
rights the Tenant may have to any abatement of rent or the rights the Tenant
may have to any tenant improvement allowances from the date of the breach and
to also declare immediately due and payable as additional rent a sum equal to
the amount of all rent that was abated prior to the date of the breach and
the amount of all tenant improvement allowances which the Tenant benefited
from prior to the date of the breach, as liquidated damages as such term is
used in Section 1671 (b) of the California Civil Code for Tenant's breach of
this provision, in addition to any other remedies to which

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losses the Landlord would incur byreason of the Tenant's breach of this
provision. Acceptance of such payment shall in no event constitute a waiver
of the Tenant's default with respect to such breach nor prevent the Landlord
from exercising its rights and remedies under this Lease.

58. RENT CREDIT. Tenant shall not be obligated to pay rent during the second
(2nd) month of this lease.

IN WITNESS WHEREOF, this Addendum (1) is hereby executed as of the day and
year first above set forth.

"LANDLORD" LA PACIFIC CENTER
A California Corporation

By: Illegible
------------------------------------
President

"TENANT"
Colecciones de Raquel, Inc.

By: Illegible
------------------------------------

Its: President
------------------------------------

By:
------------------------------------

Its:
------------------------------------

RIDER NO. 1 TO LEASE

PARKING

This Rider No. 1 is made and entered into by and between LA PACIFIC CENTER, A
California Corporation ("Landlord") and Colecciones de Raquel,Inc ("Tenant")
and is dated as of the date set forth on the cover page of the lease between
Landlord and Tenant to which this Rider No. 1 is attached (the "Lease").

The promises, covenants, agreements and declarations made and set forth
herein are intended to and shall have the same force and effect as if set
forth at length in the body of the Lease. To the extent that the provisions
of this Rider No. 1 are inconsistent with the terms and conditions of the
Lease, the terms hereof shall control.

1. PARKING.

a. Landlord shall make available to Tenant ( 1 ) parking space in the
building (on a self-parking or on such other basis as may then be in effect
as determined by the operator of the parking facilities of the Building).
Tenant shall contract directly with the operator of the parking facilities
for such parking spaces.

b. Landlord shall have certain rights and authority relative to the use
and control of the parking areas, including, without limitation, the right to
decrease the size of the parking areas; to rearrange the parking spaces and
improvements in the parking areas; to take all or any portion of the parking
areas for the purpose of maintaining, repairing or restoring same or for the
purpose of constructing and/or operating commercial buildings, structures or
areas thereon or adjacent thereto; to have ingress and egress in connection
with any such construction and/or operation to reduce the parking spaces
provided to Tenant pursuant to Paragraph 1(a) above as a result of any
governmental order, law or regulation; and to do and perform such other acts
in, to and with respect to the parking

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areas as in the use of good business judgment Landlord shall determine to be
appropriate for the parking areas. Tenant from time to time agrees to adhere
to the rules and regulations which Landlord may make applicable to the
parking area of the building and to Tenant's parking privileges.

c. Tenant hereby acknowledges that the parking privileges provided for
herein are for the exclusive use of Tenant, its officers, partners, employees
and agents and, notwithstanding anything to the contrary contained in this
Lease, Tenant shall not assign or sublease any of the parking spaces provided
to Tenant herein, except in connection with the assignment of Tenant's
interest in this Lease or the sublease of all or a portion of the remises.
Tenant acknowledges that Landlord has no obligations to provide parking
spaces for Tenant's customers, invitees and licensees, other than parking
spaces in those parking areas located in the Building which may from time to
time be designated for patrons of the Building.

2. LIMITATION OF LIABILITY. Landlord assumes no responsibility whatsoever or
loss or damage due to fire, theft, vandalism, malicious mischief or otherwise
to any automobiles parked in the parking areas of the Building and any
personal property herein, except to the extent that such loss or damage is
due to the gross negligence or willful act or omission, negligence or other
misconduct of Landlord or its agents and employees, and Tenant agrees, upon
request from Landlord from time to time, to notify Tenant's officers,
employees and agents then using any of the parking privileges provided for in
this Lease of such limitation of liability.

IN WITNESS WHEREOF, this Rider is hereby executed as of the day and year
first above set forth.

"LANDLORD" LA PACIFIC CENTER
A California Corporation

By: Illegible
------------------------------------

"TENANT"
Colecciones de Raquel, Inc.

By:
------------------------------------

Its: President
------------------------------------

By:
------------------------------------

Its:
------------------------------------

EXHIBIT A

FLOOR PLAN OF THE PREMISES

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EXHIBIT B

LEGAL DESCRIPTION

The property is located on the northerly line of west Sixth Street and is
bounded on the east by Olive Street and on the west by Grand Avenue. Known as
523 West Sixth Street, Los Angeles, California, the property is legally
described as:

A PORTION OF LOT A, TRACT 3542, AS PER MAP RECORDED IN BOOK 38, PAGE 31 OF
MAPS, RECORDS OF LOS ANGELES COUNTY, CALIFORNIA

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EXHIBIT C
TENANT WORK LETTER

I. DESCRIPTION OF LANDLORD'S WORK Tenant shall take the Premises in an "AS
IS" condition.

II. DESCRIPTION OF TENANT'S WORK All work to be done in the Premises shall
be provided by Tenant at Tenant's sole cost and expense ("Tenant's Work).
Tenant's work shall include, but shall not be limited to, all leasehold
improvements and trade fixtures necessary to operate the business Tenant is
permitted to operate pursuant to the terms and conditions of this Lease,
which improvements and fixtures shall be new when installed.

III. PROVISIONS FOR COMPLETION OF PLANS AND SPECIFICATIONS AND CONSTRUCTION
OF STORE

A. Construction.

1. The procedure for approval of Tenant's plans and specifications
is as follows:

(a) Within fifteen (15) days of the execution of this Lease,
Tenant shall submit to Landlord four (4) sets of fully-dimensioned
one-quarter inch (1/4") scale drawings and specifications prepared by
Tenant's licensed architect at Tenant's expense, which drawings shall
indicate clearly and in detail all specific changes and alterations of
Tenant's space including, but not limited to, the storefront, interior
partitions, fixture plans, plumbing, lighting, electrical outlets and all of
Tenant's Work, as described above. Any and all such plans shall be subject to
Landlord's prior written approval. Landlord shall have ten (10) working days
within which to reasonably approve or reasonably disapprove Tenant's proposed
plans. In the event Landlord shall disapprove Tenant's plans, Landlord shall
provide Tenant with written objections, an Tenant shall have ten (10)
business days within which to amend its proposed plans and incorporate
Landlord's required changes.

(b) Upon Landlord's approval of Tenant's proposed plans, Tenant
shall promptly submit such approved plans to the appropriate governmental
authority for plan checking and the issuance of a building permit. In the
event such governmental authority requires any changes to such approved plans
prior to the issuance of a building permit, Tenant shall, at its sole cost
and expense, promptly change such plans pursuant to such governmental request
and submit such changed plans to Landlord for its approval. Landlord shall
have seven (7) working days within which to reasonably approve or reasonably
disapprove such changed plans. In the event Landlord shall disapprove such
change plans, Landlord shall provide Tenant with written objections, and
Tenant shall have ten (10) business days within which to amend such plans and
incorporate Landlord's reasonable required changes. In the event Tenant fails
to do so, Landlord shall have the right, upon three (3) days written notice
to terminate this Lease. Upon Landlord's approval of the changed plans,
Tenant shall promptly submit such plans to the appropriate governmental
authority for plan checking and the issuance of a building permit as
previously set forth in this Paragraph (b). Upon Tenant's receipt of a
building permit and any other necessary governmental approvals for Tenant's
Work based upon plans approved by Landlord (the "Final Approved Plans"), and
after Landlord has substantially completed Landlord's Work, Tenant shall
immediately commence construction of Tenant's Work and shall diligently
pursue such construction to completion in accordance with the Final Approved
Plans.

(c) No major changes, modifications or alternations to the Final
Approved Plans may be made without the prior written consent of Landlord. Any
additional costs and expenses including, without limitation, increased fees
which Landlord may be required to pay for architectural, engineering and
other similar services arising by reason of any change, modification or
alternation to the Final Approved Plans, any additional construction costs
including costs of change orders charged by Landlord's contractor and any and
all other costs, expenses and/or damages incurred or suffered by Landlord by
reason of the changes, modifications or alterations to the Final Approved
Plans and any delays directly or indirectly caused by such damages,
modifications or alterations to the Final Approved Plans shall be at the sole
cost and expense of Tenant and shall be paid by Tenant to Landlord before the
performance of the work requested by Tenant.

2. Tenant shall not commence any work in the Premises unless and
until the following conditions have been met: (a) Final Approved Plans shall
have been achieved; (b) Landlord shall have approved Tenant's Contractor; (c)
Tenant shall have obtained all permits and approvals from all appropriate
governmental authorities for its work and shall furnish Landlord with copies
of all such permits; (d) Tenant shall have furnished Landlord with duplicate
originals or certificates of such insurance in accordance with the provisions
of this Lease; (e) Tenant shall have furnished Landlord with a certificate of
its contractor's workman's compensation and liability insurance which shall
name Landlord as an additional insured; (f) Landlord shall have consented tot
he commencement of Tenant's Work; and (g) at the election of Landlord, prior
to the commencement of construction, Tenant shall obtain or cause its
contractor to obtain payment and performance bonds covering the faithful
performance of the contract for the construction of Tenant's Work and the
payment of all obligations arising thereunder, which bonds shall be for the
mutual benefit of both Landlord and Tenant and shall be issued in the names
of both Landlord and Tenant as obligees and beneficiaries (prior to the date
Tenant commences construction of Tenant's Work, Tenant shall submit evidence
satisfactory to Landlord that such bonds have been issued).

-25-
<PAGE>

3. All Tenant's Work shall be performed strictly in accordance with
the following: (a) Tenant shall cooperate and comply with all reasonable
rules and regulations which Landlord or the project architect may make in
connection with the construction work in the Building; (b) Tenant shall
comply with Landlord's guidelines for Tenant's construction which are
provided to Tenant by Landlord prior to and/or during the course of the
performance of Tenant's Work; and (c) Tenant shall assign any and all
warranties and guaranties provided by Tenant's contractor and subcontractors
to Landlord immediately upon completion of Tenants Work.

B. Substantial Completion of Landlord's Work. Tenant acknowledges
that the Landlord will not be performing any improvements. Tenant shall
accept the Premises "as is" for the performance of Tenant's Work and waive
any right or claim against Landlord for any cause, directly or indirectly,
arising out of the condition of the Premises, the appurtenances thereto, the
improvements thereon and the equipment thereof, for any latent or patent
defects therein; and Tenant shall thereafter save and hold harmless Landlord
from liability as provided in this Lease.

-26-
<PAGE>

EXHIBIT D

NOTICE OF LEASE TERM DATES

To:

Re: Retail Lease dated , 1996, between L.A, Pacific Center, Inc.,
----------- -------------------------
a California Corporation ("Landlord"), and ("Tenant") concerning
---------------------- --------------
retail space on the ground floor of the office building located at 523 W. Sixth
Street, Los Angeles, California.

Dear:

In accordance with the Retail Lease (the "Lease"), we wish to advise you
and/or confirm as follows:

l. The Premises are substantially completed, and the Term
shall commence on or has commenced on for a term
-----------
of ending on .
----------------- ----------------

2. Rent commenced to accrue on , in the amount of
-----------
.
----------------

3. If the Commencement Date is other than the first day of the
month, the first billing will contain a pro rata adjustment.
Each billing thereafter, with the exception of the final
billing, shall be for the full amount of the monthly
installment as provided for in the Lease.

4. Your rent checks should be made payable to
-----------------
at .
----------------

5. The exact number of rentable square feet within the Premises
is square feet.
----

6. Tenant's Proportionate Share as adjusted based upon the exact
number of rentable square feet within the Premises is %.
----

"Landlord":

LA PACIFIC CENTER, INC.
A California Corporation

By: Illegible
-------------------------

Its: President
-------------------------
Agreed to and Accepted as of , 19 .
----------- --

"Tenant":

By:
-------------------------

Its:
-------------------------

By:
-------------------------

Its:
-------------------------

-27-
<PAGE>

EXHIBIT E

RULES AND REGULATIONS

This Exhibit to that certain Lease agreement dated April 8, 1996, by and
between L.A Pacific Center, Inc, A California Limited Partnership
("Landlord") and Colecciones de Raquel, Inc ("Tenant"), entered into this
day of , 19 , and is made a part of said Lease Agreement. Landlord
and Tenant hereby agree that:

l. No sign, placard, picture, advertisement, name, or notice shall be
inscribed, displayed, printed or affixed on or to any part of the outside or
Inside of the Building or the Premises, other than the Building's standard
sign installed at the time Tenant occupies the Premises, without the prior
written consent of Landlord and Landlord shall have the right to remove any
such sign, placard, picture, advertisement, name or notice without notice to
and at the expense of Tenant.

2. All approved signs or lettering on doors or walls shall be printed,
painted, affixed or inscribed at the expense of Tenant by a person approved
by Landlord.

3. The bulletin board or directory of the Building will be provided for the
display of the name and location of tenants of the Building and Landlord
reserves the right to exclude any other names therefrom, and may limit the
number of listings per tenant; Tenant shall pay Landlord s standard charge
for Tenant s listing thereon and for any changes by Tenant.

4. Tenant shall not place anything or allow anything to be placed on or near
the glass of any window, door, partition or wall which may appear unsightly
from outside the Premises. No awnings or other projections shall be attached
to the outside walls of the Premises or Building without the prior written
consent of the Landlord. No curtains, blinds, shades, films or screens shall
be attached to or hung in, or used in connection with, any window or door of
the Premises without the prior written consent of Landlord. Tenant shall not
use any light tube or bulb other than Landlord s standard In the Premises.

5. The Premises shall not be used for manufacturing of or for the storage of
merchandise except as such storage may be incidental to the use of the
Premises for permitted purposes. No Tenant shall occupy or permit any portion
of the Premises to be occupied as an office for a public stenographer or
typist, or for the manufacture or sale of liquor, narcotics, or tobacco In
any form, or as a barber shop, hair dresser shop or manicure shop. The
Premises shall not be used for lodging or sleeping or for any illegal
purposes.

6. The sidewalks, halls, passages, exits, entrances, elevators, common
areas, and stairways shall not be obstructed by any of the Tenants or used by
them for any purpose other than for ingress to and egress from their
respective premises. Such areas are not for the use of the general public and
the Landlord shall retain the right to control access thereto by all persons
whose presence in the judgment of the Landlord shall be prejudicial to the
safety, character, reputation and interest of the Building and its tenants,
provided that nothing herein contained shall be construed to prevent such
access to person with whom Tenant normally deals In the ordinary course of
business unless such persons are engaged In illegal activities. No materials,
trash or garbage shall be placed In the hallways, public areas or stairways
of the Building.

7. No additional locks or bolts shall be placed upon any of the doors or
windows by Tenant, nor shall any changes be made In existing locks . Landlord
will furnish two keys or other access devices to the Premises without charge
to Tenant. Landlord will charge for additional keys or other access devices
requested by Tenant, and tenant shall not duplicate or obtain keys or other
access devices from any other source. Tenant shall, upon the termination of
this tenancy, restore to Landlord all keys or other access devices of
Premises, Building, stores, offices, and toilet rooms, and other areas,
either furnished to or otherwise procured by such Tenant, and In the event of
the loss of any keys or other access devices so furnished, Tenant shall pay
Landlord the cost of replacing the same or changing the lock or locks opened
by such key or other access devices If Landlord shall deem It necessary to
make such change.

8. The toilets, urinals, wash basins and other plumbing fixtures shall not
be used by tenant, its agents, employees, contractors, and invitees for any
purpose other than those for which they were constructed, and no sweepings,
rubbish, rags, food, coffee, paint chemicals, sanitary napkin materials or
other foreign substances shall be thrown therein. All damage resulting from
any misuse of the fixtures by Tenant its agents employees contractors and
invitees shall be borne by Tenant. Landlord may install automatic lighting
timers in the restrooms and other common areas to provide for reduced
electricity usage.

9. Tenant shall not lay linoleum tile carpet or other similar floor in any
manner except by a paste or other material which may easily be removed with
water the use of cement or other similar adhesive materials being expressly
prohibited. The expense of repairing any damage resulting from a violation of
this rule shall be borne by Tenant.

10. No machines other than standard office machines such as typewriters word
processing machines copy machines and calculators shall be used in the
Premises without the approval of Landlord.

11. No furniture freight or equipment shall be brought

-28-
<PAGE>

into the Building without prior written notice to Landlord and all
moving of the same into or out of the Building shall be done at such time and
in such manner as Landlord shall designate. No furniture packages supplies
equipment or merchandise will be received in the Building or carried up or
down in the elevators except between such hours and In such elevators as
shell be designated by Landlord. Landlord shall have the right to prescribe
the weight size and position of all safes and other heavy equipment brought
into the Building and also the times and manner of moving the same in and out
of the Building. At Landlord's request Tenant shall provide engineering
reports on the structural safety of installation of heavy objects end shall
remove same if Landlord is not reasonably satisfied with respect to all
aspects thereof. Safes or other heavy objects shall be placed as directed by
Landlord to properly distribute the weight. Landlord will not be responsible
for loss of or damage to any such safe or property from any cause and all
damage done to the Building by moving or maintaining any such safe or other
property shall be repaired at the expense of Tenant. There shall not be used
in any premises the building or in the common areas either by Tenant or
others any hand trucks carts or similar devices except those expressly
authorized by Landlord.

12. Tenant shall not employ any person other than the Janitor of Landlord for
the purpose of cleaning the Premises unless otherwise agreed to by landlord
in writing. Except with the written consent of Landlord no person or persons
other than those approved by Landlord shall be permitted to enter the
Building for the purpose of cleaning the same. Tenant shall not cause any
unnecessary labor by reason of its carelessness or indifference in the
preservation of good order and cleanliness. Landlord shall in no way be
responsible to any tenant for any loss of property on the Premises however
occurring or for any damage done to the effects of any tenant by the Janitor
or any other employee agent contractor guest or any other person. Janitor
services shall include ordinary dusting and cleaning by the Janitor assigned
to do such work and shall not include cleaning of carpets or rugs except
normal vacuuming or moving of furniture Interior window cleaning coffee or
eating area cleaning and other special services. Janitorial services shall
not exceed five 5 times per calendar week. Janitor services will not be
furnished on nights when rooms are occupied or to rooms which are locked.
window cleaning shall be done only by Landlord at Landlord s discretion.

13. Tenant shall not store keep or use permit to be stored kept or used any
food noxious gas, any kerosene, gasoline or any inflammable combustible
explosive fluid or hazardous chemical or substance or other substance(s) in
on or about the Premises Building or common area or permit or suffer the
Premises Building or common areas to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Building by
reason of noise odors and/or vibrations or interfere in any way with other
tenants or those having business therein nor shall any animals, fish or birds
be brought in or kept in or about the Premises Building or common area. No
Tenant shall make or permit to be made any unseemly or disturbing noises or
disturb or interfere with occupants of this Building or common area or
neighboring buildings or premises or those having business with them whether
by the use of any musical instrument, radio, television, video equipment,
phonograph, unusual noise or any other way. Tenant shall not discard or place
anything out of doors or down the passageways or In common areas.

14. Tenant shall not use any method of heating or air conditioning or air
movement other than that authorized in writing by Landlord.

15. On Saturdays, Sundays and legal holidays and after normal business hours
as established from time to time by Landlord's access to the Building to the
halls, corridors, elevators or stairways in the Building the common areas or
to the Premises may be refused unless the person seeking access is properly
identified. Landlord shall in no case be liable for damages for any error
with regard to the admission to or exclusion from the Building of any person.
In case of invasion mob riot public excitement or other commotion, Landlord
reserves the right but is not obligated to prevent access to the Building
Premises or common area during continuance of the same by closing the doors
or otherwise. Landlord reserves the right to close and keep locked all
entrances and exit doors of the Building on Saturdays and legal holidays and
after normal hours established from time to time by Landlord and during such
further hours as Landlord may deem advisable.

16. Tenant must observe strict care that all water faucets or other apparatus
are entirely shut off before Tenant or Tenant s employees leave the Building
and that all electricity, gas, electricity-operated equipment or air shall
likewise be carefully shut off so as to prevent waste damage; for any default
or carelessness Tenant shall make good all injuries sustained by other
tenants or occupants of the Building third parties or Landlord. Tenant shall
see that all of the windows and doors of the Premises are closed and securely
locked before leaving the Building. Tenant shall not permit any window to be
opened In the Premises while the air conditioning Is In operation except at
the direction of Landlord.

17. Landlord reserves the right but is not obligated to exclude or expel from
the Building any person who in the judgment of Landlord is intoxicated or
under the influence of liquor or other drugs, is soliciting or who shall in
any manner do any act in violation of any of the Rules and Regulations of the
Building.

18. The requirements of Tenant will be attended to only upon application at
Landlord's Building Management office. Employees of Landlord shall not
perform any work or do anything outside of their regular duties unless under
special instructions from Landlord and no employees will be requested to
admit any person (Tenant or otherwise) to any office without specific
instruction from Landlord.

19. Tenant, Tenant's agents, employees, contractors, and invitees shall not
enter the mechanical rooms, air conditioning rooms, electrical closets,
janitorial closets, roof or basement areas or similar areas of the Building.

20. Tenant agrees that it shall comply with all fire life safety and security
regulations that may be issued from time to time by Landlord and Tenant also
shall provide Landlord with the name of a designated responsible employee to
represent Tenant in all matters pertaining to such fire life safety or
security regulations. Tenant shall

-29-
<PAGE>

cooperate fully with Landlord In all matters concerning fire life safety and
security and other emergency procedures.

21. Tenant shall not disturb, solicit or canvass any occupant of the Building
nor shall Tenant permit or cause others to do so and Tenant shall cooperate
to prevent same by others.

22. Landlord shall furnish electricity, lighting, heating, and air
conditioning during normal business hours as established by Landlord from
time to time excluding Saturdays Sundays and legal holidays. In the event
Tenant requires heating and air conditioning during hours other than normal
business hours, Landlord may at its option upon twenty four (24) hours prior
written request from Tenant during normal business days provide such service
at Tenant's sole expense in an amount determined by Landlord.

23. Tenant shall not grant any concessions licenses or permission for the
sale or taking of orders for food or beverages in the Premises not Install or
permit the installation or use of any machine for dispensing foods or
beverages in the Building not permit the preparation, serving, distribution
or delivery of food or beverages in the Premises without the approval of
Landlord and in compliance with arrangements prescribed by Landlord except
that Tenant may install coffee makers, a refrigerator or microwave oven in
the Premises for ordinary use by Tenant s employees. Tenant shall control the
use of any permitted equipment so that it does not create noise, odor or
other objectionable results. Only persons approved by Landlord shall be
permitted to serve distribute or deliver food and beverages within the
Building or use the elevators or common area Building for that purpose.

24. Tenant, Tenant's employees, agents, guests, and invitees shall observe
all non-smoking areas as may be established either by law or by Landlord.

25. Without the written consent of Landlord, Tenant shall not use the name of
the Building in connection with or in promoting or advertising the business
of Tenant except as Tenant s address.

26. Tenant, Tenant's agents, employees, guests, and invitees shall not park
or attach any bicycle or motor driven cycle on or to any part of the Building
or common areas unless said area is designated for this purpose. No bicycle
or other like devices shall be taken into the Building.

27. Tenant shall not mark, paint, drill into cut string wires within or in
any way deface any part of the building without the prior written consent of
Landlord and as Landlord may direct. Should Landlord grant approval Tenant
agrees to assume full responsibility and warrants that Tenant's contractor
will strictly abide by Landlord's guidelines for work contracted directly by
Tenant. Upon removal of any wall decorations or installation or floor
coverings by Tenant any damage to the walls ceilings or floors shall be
repaired by Tenant at Tenant s sole cost and expense.

28. The Tenant will keep all door openings to the exterior of the Building
all fire doors and all smoke doors closed at all times.

-30-
<PAGE>

EXHIBIT F

SIGN CRITERIA

These sign specifications have been established for the purpose of assuring
outstanding building, and for the mutual benefit of all Tenants., Conformance
will be strictly enforced and into conformance at the full expense of Tenant.

The Architect for the project ("Project Architect") is to administer and
interpret the sign specifications, but is not empowered to authorize any
departure.

A. GENERAL REQUIREMENTS

l. All signs shall be designed by the Project Architect after consultation
with Tenant; however, all signs are subject to the final approval of Landlord.

2. Three copies of the specifications and the drawings shall be supplied by
the Project Architect after consultation with Tenant and approval by
Landlord, for review by each Tenant and said drawings shall cover the
location, size, layout, design, and color of the proposed sign, including all
lettering and/or graphics. These drawings of the proposed signs are subject
to approval by the Tenant. One (1) copy of the drawings will be returned to
the Landlord or his representatives with an approval or requested
corrections. All drawings requiring corrections must be resubmitted to
Landlord for final written approval.

3. All permits for signs and their installation shall be obtained by the
Tenant or his representative.

4. Tenant shall be responsible for all costs and expenses of signage,
including, but not limited to the construction and design thereof and of
Landlord's approval and Project Architect, and the fulfillment of all
requirements and specifications.

B. DESIGN REQUIREMENTS

l. All signs shall be made up of individual letters, either script or block.
Illumination may be by floodlighting of standard approved design or
back-lighted interior or plastic faced only, with no exposed neon or exposed
raceways permitted. Non-illuminated signs shall be sculptured or
three-dimensional. Signs made of durable material, such as wood, metal, cast
plastic, etc., and protected with a durable, clean finish surface, shall be
permitted, but are subject to approval by the Project Architect. Flat cut-out
letters are prohibited.

2. The maximum projection to face of letter from mounting surface shall be
twelve inches (12").

3. Flashing, animated, or audible signs will not be permitted.

4. "Can" type signs will be permitted.

5. All signs shall be designed to harmonize with the color scheme of the
total project.

C. CONSTRICTION REQUIREMENTS

1. No sign cabinets (transformers) or exposed conduit permitted on exterior
face of sign or building.

2. All exterior letters or signs shall be mounted at least three-fourths
inch (3/4") from the building parapet wall to permit proper dirt and water
drainage.

3. No tubing crossovers will be permitted.

4. All exterior signs, bolts, fastenings, and clips of all types to be
hot-dipped galvanized iron, stainless steel or brass.

D. CONDITIONS

l. All signs installed in Building shall be subject to the approval of the
City of Los Angeles.

-31-

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OF COLECCIONES
DE RAQUEL, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 744,065
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 75,675
<CURRENT-ASSETS> 829,299
<PP&E> 28,816
<DEPRECIATION> 10,185
<TOTAL-ASSETS> 861,766
<CURRENT-LIABILITIES> 13,269
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,400
<TOTAL-LIABILITY-AND-EQUITY> 861,766
<SALES> 5,563
<TOTAL-REVENUES> 40,613
<CGS> 1,865
<TOTAL-COSTS> 1,865
<OTHER-EXPENSES> 346,085
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (307,337)
<INCOME-TAX> 800
<INCOME-CONTINUING> (308,137)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (308,137)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)

</TABLE>